[Osmf-talk] OSMF Articles of Association - Discussion on Revision for 2013 AGM

[David Groom]

----- Original Message ----- 
From: "Simon Poole" <simon at poole.ch>
To: <osmf-talk at openstreetmap.org>
Sent: Tuesday, March 12, 2013 2:41 PM
Subject: Re: [Osmf-talk] OSMF Articles of Association - Discussion on 
Revision for 2013 AGM


>
> Am 12.03.2013 13:47, schrieb David Groom:
>> ...
>> Simon
>>
>> the example given by you for Diabetes UK, and the example later given
>> by Richard Fairhurst about the Canal and River Trust are interesting,
>> but I'm not sure they are relevant to the proposed changes of the AoA
>> of OSMF. These examples quite clearly state that the additional class
>> of members are not members of the company for the purposes of the
>> Companies Act.
>
> David, we are not proposing that the members of the new member class be
> members for the purposes of the Companies Act so we are actually are in
> full agreement.
>>
>> However the proposal for the changes to OSMF AoA are that the new
>> membership class will have the same rights as current members, so the
>> new class would be members for the purposes of the Companies Act.  It
>> is therefore still unclear to me how the new class can have all the
>> rights of members as defined by the Companies Act, without this class
>> of member being a "member" as defined by the Companies Act, and
>> therefore being required to be entered into the Register of Members (
>> which requires address details) [1]
> You are correct in that I was a bit sloppy in formulating that, the
> intention is that they will have the same rights with respects to
> elections and other votes, in other words the relevant stuff.

Simon

I'm struggling to see how someone who is not a member of the Company as 
defined by the Companies Act can have any voting, or other rights, which the 
Companies Act confers upon members, but as you say lets see what the "legal 
experts" say.

David


>Further
> members of the board will have to be "regular" members. I've changed the
> text on the website to make this a bit clearer. Note that this is not
> something the board has dreamt up on its own, this is what we have been
> told multiple times directly and indirectly since at least as far back
> as 2009 by legal experts (with other words long before I had anything to
> do with it).
>
> Now it may be that they are mistaken and that when we get the actual
> legal text we will have to go back to the drawing board, but I doubt it.
> In that case we would have to ask ourselves if we can continue to use
> the OSMF as the vehicle for mass membership long term, but I don't see
> the short term impact on any of the other issues on the table.
>
> Simon
>
>
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