[Osmf-talk] Potential AoA change: Count time as associate member for board candidacy requirements

Tobias Knerr osm at tobias-knerr.de
Sat Apr 3 12:40:40 UTC 2021


Hi Edward,

On 27.03.21 12:28, Edward Bainton wrote:
> I'm all for ironing out hiccups in the AoA. I would suggest wording as 
> follows (CAPS where I've changed yours):
> 
> Any person may be appointed AS a director who is
> :(1) ELIGIBLE TO BE APPOINTED UNDER THESE ARTICLES
> :(2) willing to act as a director, and
> :(3) permitted by law to do so.
> 
> A person IS ELIGIBLE TO BE APPOINTED AS A DIRECTOR IF THEY haVE been a 
> member of the Foundation during the full 28 days IMMEDIATELY prior to 
> their appointment, and haVE been a member or associate
> member of the Foundation during the full 180 days IMMEDIATELY prior to 
> their appointment.
> 
> DIRECTORS MAY BE APPOINTED
> :(1) by election at a general meeting; or
> :(2) by a decision of the directors.

I like this wording, it improves readability by breaking it down into a 
more structured format.

Does anyone else want to share input on this wording suggestion?

Simon and Rory have already commented on the reasoning for having 
associated members, but I'd like to respond to your question on 
termination of appointment as well:

> Are there provisions as to termination of appointment? I couldn't easily 
> see any in the articles.

I believe paragraph 33 is relevant: "At any general meeting where there 
is to be an election of the board, all board members who have served for 
more than 18 months since last being elected, shall retire."

Specifically for board members appointed by a decision of the directors, 
there's paragraph 81: "Any member so appointed shall retain their office 
only until the next General Meeting, but shall then be eligible for 
re-election."

Also, paragraph 82 states: "No person who is not a member of the 
Foundation shall in any circumstances be eligible to hold office as a 
member of the Board." So expelling a board member from the foundation 
would also terminate their appointment.

Yours,
Tobias



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