[Osmf-talk] AGM

[Edward Bainton]

I agree with everything Courtney's said. The vote of members is the last
word in the governance of OSM: if there's a problem there, then ultimately
no other problem can be resolved - including board deadlock.

In case we're all getting in the dumps, I have never yet met a
mass-membership organisation that focuses on governance as much as it
should. So OSM is not unusual.

The complex membership rules that Simon mentions is also very common:
successive minor changes that feel right at the time make a mess overall.
Again, OSM is not alone.

The question is how to resolve it, and become better than the norm.

I would gently suggest that this thread should
(1) not name names (except to agree or disagree), but stick with
principles, and
(2) focus on the question of member records and eligibility that started it
off.

Maintaining the members' register is a statutory duty of the directors, and
they are in breach of that duty by not having done so. That's a matter of
legal fact, but I don't say it as a moral judgment: there, but for the
grace of God, go I.

But in my view the members need to make it clear that the very top priority
for the board is to resolve this. If we don't, then ultimately we'll be
unable to resolve anything else.

Steve's suggestion (on another thread) of a mass resignation of the board
would leave OSM with no directors, which is illegal - so the directors
couldn't do that even if they wanted to.

In my view it would be better to call a general meeting at which
resolutions are proposed which
(1) deprecate the mess as not how things should happen
(2) ratify board elections notwithstanding any breach of the rules: better
to have a legitimate board than chaos
(3) require the board to clear up the mess as fast as possible and as its
top priority

I have some ideas about how that clean-up could be done, but to keep this
thread clean I'll put those on https://community.openstreetmap.org shortly.

Edward
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