[Osmf-talk] OSMF Articles of Association - Discussion on Revision for 2013 AGM - Prevention of "hostile" takeovers

[Simon Poole]

Since there doesn't seem to be a great desire to further discuss the
question of corporate membership, I would move on to the final point
raised by the AoA WG: prevention of "hostile" takeovers.

The WG at the time didn't make any concrete proposals. The AoAs already
has some provisions in the "Dissolution" section that require remaining
assets (after the liquidation process) to be transferred to a similar
organisation (this could for example be Wikimedia or OSgeo) which I
believe are probably sufficient for that specific scenario. What I could
imagine as a further protection is to require that sale or transfer of
certain key assets (essentially IP and the database) in whole or
partially require a special resolution by an AGM/EGM and cannot be
decided by the board alone.

Simon