[Osmf-talk] (i) mistake corrected (ii) possible reason | Re: Possible AoA Amendment #1: Committees

[Rory McCann (OSMF Board)]

On 23/10/2020 11:36, Michael Reichert wrote:
> Does "other members of the Foundation" mean normal, associated or
> both classes of members? I think that it might make sense to
> explicitlyname the classes of members.

Whoops, you have found a mistake. The way it is written does not allow 
associate members to be part. (Remember, under the UK Companies Act, 
associate members are not actually “members”, so I think “member” in the 
AoA can only mean one thing) I think associate members should be 
possible, so the new suggested version for §91:

91. The Board may delegate any of its powers to committees consisting of
at least one member of the Board and such other members, or associate 
members, of the Foundation as the Board may think fit, and any committee 
so formed shall, in the exercise of the powers so delegated, conform to 
any regulations imposed on it by the Board. The chairperson of such a 
committee shall be a member of the Board. The meetings and proceedings 
of any such committee shall be governed by the provisions of the 
Articles for regulating the meetings and proceedings of the Board so far 
as applicable and so far as the same shall not be superseded by any 
regulations made by the Board.


> According to the Board Rules of Order, working groups should not be 
> chaired by officers. Why do you require officers as chairpersons of
> the committees?
I didn't come up with this idea, so I'm not sure. Are you asking out of 
curiosity, or do you have a serious problem with it?

The old way was for just board members to be on committees, one extreme 
change is for any osmf members (incl. assoc.) to be on a committee, with 
no board members on the committee. This proposal requires a significant 
board presence on committees, so it's not as large a change as is 
possible. So one could view it as "not as extreme as possible". 🤷