[Osmf-talk] OSMF (Special) Resolutions - Background

THEVENON Julien julien_thevenon at yahoo.fr
Wed Nov 5 11:02:07 UTC 2014

Thanks for the explaination Frederik, this was really usefull to understand the 3 choices


      De : Frederik Ramm <frederik at osmfoundation.org>
 À : "osmf-talk at openstreetmap.org" <osmf-talk at openstreetmap.org> 
 Envoyé le : Mercredi 5 novembre 2014 11h48
 Objet : [Osmf-talk] OSMF (Special) Resolutions - Background

  I see that the voting link for the "special resolutions" has been
sent round already and it appears that neither the agenda nor the
accompanying Email actually explains *why* the board is suggesting to
make these changes, which I'm adding here now.

The following explanation is largely taken from

The first special resolution...

> That the articles of association of the Company shall be modified by
> deleting from article 85 the sentence “The provisions of sections 283
> and 284 of the Act shall apply and be observed.”

... simply removes an erroneous reference from the AoA that was the
likely result of a copy and paste error. The sentence never made any
sense. Our legal counsel has recommended that we simply drop it.

The second special resolution...

> That the articles of association of the Company shall be modified by
> replacing the phrase “is no less than 2 and no more than 8” in article
> 35 by the phrase “falls between the limits set by article 78 at the time
> of the election”.

... streamlines the AoA by mentioning the number of directors (between 2
and 8) in only one place, and reference that from elsewhere, instead of
explicitly mentioning it twice which would mean that if it were ever
changed, two sections would require changing.

The third special resolution...

> That the articles of association of the Company shall be modified by
> inserting the sentence “A general meeting must be held within 18 months
> of the preceding general meeting.” in, and before the existing text of,
> article 31.

... closes a loophole that would have allowed the board to simply never
call a general meeting, and therefore never hold new elections, and
therefore rule forever. We don't intend to change the current practice
of holding yearly meetings, but we want to close the loophole.

The decision on membership fees...

... is a suggestion by the board that would allow those who cannot
afford to pay the membership fee to join the foundation nonetheless. Any
change in membership fees requires the assent of the General Meeting,
therefore the board proposes this to the membership.

All these resolutions have the backing of (a majority of) the OSMF board
as can be verified by looking at recent board meeting minutes.


Frederik Ramm
OpenStreetMap Foundation

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