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

[Edward Bainton]

Morning Tobias

Thanks for digging those paragraphs up. I'm only latterly getting my head
round the articles, and I see there's even stronger stronger provision in
paragraph 86.

All this reflection leads me to another thing to consider: it would
seem that a person expelled by the board as a member will remain a director
until their appeal is heard at the general meeting. That means (in law)
they have a right to full participation in the board's deliberations, and
full access to all papers etc. AFAIK it would be a breach of duty by the
other directors not to facilitate this.

An expelled-and-appealing director would also continue to have power to
commit the company to contracts - outsiders needn't concern themselves with
the internals of a company
<https://www.legislation.gov.uk/ukpga/2006/46/part/4/crossheading/capacity-of-company-and-power-of-directors-to-bind-it>.
So if a "loose cannon" director is a concern, that means there is quite a
protracted period before they can be removed from office. (Section 168
<https://www.legislation.gov.uk/ukpga/2006/46/part/10/chapter/1/crossheading/removal>
may help, but again, rather protracted.)

That may be exactly as was intended, and I don't mean to unsettle the
status quo if it is. If not, some kind of suspension from the board pending
the appeal might be a good idea.

Yours,
Edward

On Sat, 3 Apr 2021 at 13:40, Tobias Knerr <osm at tobias-knerr.de> wrote:

> 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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