[Osmf-talk] Normal OSMF membership for mappers - is it active?
Simon Poole
simon at poole.ch
Sat Aug 7 11:39:30 UTC 2021
At the time the AOA were revised to include associate membership the
OSMF was advised (and the text was re-written) by UK specialized counsel.
Just because we sometimes are not perfectly exact on describing every
facet of the differences between members and associate members in
informal communication is not a reason to assume that anything is flawed
or there is no understanding of the finer points, it simply means that
in normal day to day business they are mostly irrelevant.
Further given that a move of the organisation is reasonably likely I
don't quite see the rationale of spending time on revising the AoAs
yet-another-time instead of getting the hell out of the country.
Simon
Am 06.08.2021 um 12:59 schrieb Edward Bainton:
> By accident I sent a reply to Michael Spreng off-list. Apt to re-post
> here* following Mateusz's last:
>
> > Associate members are as fully OSMF members as the Normal ones, just
> avoiding the companies act. (Aug 6, 2021, 09:48 by osmf at m.spreng.ch
> <mailto:osmf at m.spreng.ch>)
>
> This is wrong, I'm afraid. OSMF Members ('Members' is the term in the
> Articles of Assocation) have statutory rights that Associate Members
> do not have: eg, removing directors, calling for an audit, amending
> the AoA.
>
> It's also not clear that an Associate Member would have standing in
> court if they wanted to challenge a decision of the Board: 'avoiding
> the Companies Act' means avoiding the benefits the Act gives members
> as well as the burdens.
>
> I've promised Amanda a review of the articles of association and am
> slowly working on it: I will cover this, and my principal suggestion
> will be to clarify the articles so these distinctions are clearer (see
> art. 76, for example!). My fear is that many of us (and that includes
> me much of the time) are unclear what the articles and companies law
> actually state.
>
> Whether the privacy implications of being a Member are 'severe' is a
> subjective question. Factually, the company has to provide a list of
> members and their addresses on request to anyone (in practice) who
> asks for it. (See ss. 113-119 Companies Act
> <https://www.legislation.gov.uk/ukpga/2006/46/part/8/chapter/2>,
> especially 116.) I'm perfectly happy with that, while I wouldn't trust
> Facebook with a burner email address. (And I can see why someone else
> might feel exactly the opposite.)
>
> *with very minor amendments
>
>
> On Fri, 6 Aug 2021 at 11:01, Mateusz Konieczny via osmf-talk
> <osmf-talk at openstreetmap.org <mailto:osmf-talk at openstreetmap.org>> wrote:
>
>
>
>
> Aug 6, 2021, 09:48 by osmf at m.spreng.ch <mailto:osmf at m.spreng.ch>:
>
> Hi Mateusz
>
> To elaborate on Allans response: We need to update quite a few
> pages on
> the join.osmfoundation.org <http://join.osmfoundation.org>
> website. We need to explain on the front page
> what the differences are, that Active Contributor Normal
> Members are
> still on the hook for 1£ even though the membership is free.
> The sub
> pages need to be changed like the sentence you found. There
> has not been
> any real progress yet, sorry.
> We are also working on automating the sign up and renewal
> progress, and
> currently a wave of Active Contributor Associate Members
> renewals is
> taking a lot of time.
>
> Thanks for info! (I am not going to complain as I have done nothing
> at all to help here - and sadly it is unfeasible for me to start yet
> another project)
>
> By the way, I don't like the formulation "full" member that
> you chose.
> Normal members are governed by the UK companies act, which has
> severe
> privacy implications. Associate members are as fully OSMF
> members as the
> Normal ones, just avoiding the companies act. Of course that
> has also
> implications in slightly diminished voting capabilities: no
> vote on AoA
> changes.
>
> I know that
> - members with diminished voting capabilities where setup not
> to have second-class members but as workaround for privacy
> issue (that depending on situation may range from extremely
> serious and infeasible to annoying)
> - membership for mappers being restricted was resulted of
> mistake that is being corrected
>
> Nevertheless "full" seems a much better description, as
> Associate Members are unable to vote on AoA changes
> and from what I remember they are also restricted from being
> board members (anything else?).
>
> Maybe it is more clear for native speakers but for me it is not
> clear at all which one of "Associate Members" and "Normal members"
> gives more rights (at cost of revealing personal data to basically
> anybody).
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