[Osmf-talk] Special Resolution for General Meeting

Simon Poole simon at poole.ch
Wed Nov 18 13:02:10 UTC 2015

I've been on the brink of commenting on the proposed change for a while,
now that the board has come forward with a reasoning it seems like a
good time.

Kate is correct in that the main reason for the required vote on
membership fees was to avoid giving the board the power to make
membership unobtainable (previously the board didn't have the power to
change the fees), from that point of view the proposed change is

However at the same time I do have to echo Christophs concerns that it
gives the board practically unrestrained power to change the economics
of the OSMF. That wouldn't be such an issue with other organisations,
but the OSMF lacks any conventional financial controls, there's no
budget presented to the members, there's no audit of the previous years
financials, and so on. Essentially it boils down to a "trust me", but we
can't even verify that the trust was warranted. All bearable given the
historic size of the OSMF financials, but not necessarily if that is
going to be changed.

A a consequence I would have expected the board to provide at least a
token concession on the controls front, but that seems to be completely
missing from the current proposal.


Am 18.11.2015 um 10:16 schrieb Christoph Hormann:
> On Wednesday 18 November 2015, Kate Chapman wrote:
>> The reasoning behind this is so the board can set the fees for the
>> corporate membership this gives us more flexible as we build out that
>> program. The main thought behind not letting the board set fees for
>> membership and associate membership (or by any other way) is so that
>> people can't be priced out of voting. Since corporations can't vote
>> this isn't so much an issue.
> Thanks for the explanation, i was going to ask about this but i am glad 
> i did not have to.
> I was unsure how to assess this idea but the more i think about it the 
> more i tend to disapprove.
> The main reason is this would essentially open the possibility for the 
> board to completely change the economic basis of the OSMF without 
> asking the membership.  I am not implying the current board plans this 
> but it is definitely a possibility that would open in the future here.  
> If you'd raise the corporation membership fee 10 to 100 times and make 
> arrangements with a number of companies to support this, possibly by 
> offering additional benefits to these corporate members income from 
> these could easily dominate the overall OSMF finances.  I don't think 
> something like this should be possible without approval of the 
> membership.
> Besides this the whole thing appears very vague, essentially asking for 
> a blank cheque without any specific hints how it will be used.  If 
> there were specific plans how to redesign corporate membership it would 
> make much more sense to have a resolution to change the membership fee 
> and another one to allow further changes at discretion of the board.  
> And to me the argument of flexibility (i.e. allowing fast changes) does 
> not fly either.  Since membership fees are paid in advance for a year 
> it is generally a good idea to implement changes with fairly long term 
> announcements - otherwise it can easily appear as unfair treatment by 
> the members.
> And finally in extension of the prime reason given above i also more 
> generally think a change in the very nature of corporate membership by 
> either decreasing fee and inviting a much larger number of companies to 
> become members or by increasing it and offering additional benefits for 
> corporate members and thereby changing the focus of activity of the 
> OSMF significantly should be the prerogative of the members.
> After all it is not such a big deal to ask the membership for approval 
> of a change in membership fees as required by the current regulation.  
> I see no convincing reason to change this.

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