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

Edward Bainton bainton.ete at gmail.com
Sat Mar 27 11:28:07 UTC 2021


Hi Tobias

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.

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

Separately, I have long wanted to ask what the reason for the
member/associate member division is. Only members have statutory rights
(eg, to vote on removing a director) and from what I understand of OSMF so
far, I feel there is probably no merit in keeping the associate member
status. But there is probably a historical reason I'm not aware of.

Best,

Edward

On Sat, 27 Mar 2021 at 11:05, Tobias Knerr <osm at tobias-knerr.de> wrote:

> Hi all,
>
> the OSMF board discovered an oversight in the Articles of Association
> (AoA) during the preparations for last year's elections: People who have
> been part of the OSMF for a long time, but spent much of that time as
> associate members, may be prevented from running for the board because
> they do not formally meet the requirement of having been a member for
> 180 days. This is because "associate members" are, counter-intuitively,
> not treated as a subset of "members" in the AoA.
>
> Therefore, we are considering to propose the following change to
> paragraph 79 of our AoA:
>
> ## Before
>
> Any person who has been a member of the Foundation during the full 180
> days prior to their appointment, and who is willing to act as a
> director, and is permitted by law to do so, may be appointed to be a
> director-
> :(1) by election at a general meeting; or
> :(2) by a decision of the directors.
>
> ## After
>
> Any person who has been a member of the Foundation during the full 28
> days prior to their appointment, and has been a member or associate
> member of the Foundation during the full 180 days prior to their
> appointment, and who is willing to act as a director, and is permitted
> by law to do so, may be appointed to be a director-
> :(1) by election at a general meeting; or
> :(2) by a decision of the directors.
>
> We hope that this is a straightforward correction. Directors still need
> to be regular members, but under the new rules, they would have time to
> change their status after deciding to stand for election.
>
> Please share your feedback! And if you have input on how the text on
> https://join.osmfoundation.org/ could be improved to make the
> differences between the membership types more understandable, we would
> be interested in hearing about that as well.
>
> Yours,
> Tobias
>
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>
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