[Strategic] SWG meeting 25 March 2011

[Chris Fleming]

On 24/03/2011 13:30, Richard Weait wrote:
> A friendly reminder.  SWG will meet Friday, 25 March 2011 @ 1600UTC
>
> And we have homework due for the meeting.  The Board has tasked SWG
> with review of the OSMF Articles of Association.  All SWG members are
> assigned the task of reading the current AoA before next meeting as
> agreed during the meeting last week.
>
> http://www.osmfoundation.org/wiki/Articles_of_Association
>
The first question that occurred to me when I started thinking about 
this, is or would OSMF consider becoming a charity? If the answer is 
maybe or possibly in the future, then if we are changing the Articles of 
Association then we should ensure that they are setup to cover this. If 
not then we don't need to worry. There may be advantages either way as 
setting out the aims of the foundation in a charitable context?

It then occurred to me that we should palm this off to legal :)

I've not had as much time as I hoped, but here is my take:

In addition we should think about numbering the articles of association, 
it would make referring to sections of them much easier.

*PROCEEDINGS AT GENERAL MEETINGS**

*A quorum of 3 members seems like a very small number to me, I think a 
greater number should be specified here. Something along the lines of

General Meetings shall be deemed quorate if the lower of one tenth of 
the member  or twenty-five (25) member are in attendance.
(some discussion )

In the notes that Peter Miller sent out from his review of the Articles 
(http://wiki.openstreetmap.org/wiki/ITO_Articles_of_Association_review_2008) 
there is a concern about the ability for the Chair to adjourn meetings, 
when I read this I didn't have any concern as adjournment seemed to 
require consent: "The Chairman may, with the consent of any meeting at 
which a quorum is present (and shall if so directed by the meeting) 
adjourn the meeting", but then the articles states "No poll shall be 
demanded on the election of a Chairman of a meeting, or on any question 
of adjournment." so I think that ", or on any question of adjournment." 
should be removed.

"In the case of an equality of votes, whether on a show of hands or on a 
poll, the Chairman of the meeting shall be entitled to a second casting 
vote."

I'm wondering if we should change the balance of voting so that the 
default is that the Chairman doesn't vote, except when there is an 
equality of votes, in which case the Chairman shall be entitled to a 
casting vote.

*VOTES OF MEMBERS**

*I would like something here (or possibly as a recorded decision  - 
written resolution?), stating that the board shall supply a list of 
current members and any monies owed at the start of the meeting and that 
members shall have a chance to pay any monies owed before the start of 
the meeting. (i.e. we want to avoid the situation where people think 
they are paid up but haven't actually)

I think we also need to make sure that our current system for e-mail 
votes is taken into account.

Is it worth considering how voting works for multiple persons on a 
single vote, do we want to consider something like STV for election to 
the board, or is this too complicated?

*PROCEEDINGS OF THE BOARD*

Again think that the default is that the chairman doesn't get too vote 
except is case of a tie.

" A member of the Board who is absent from the United Kingdom shall not 
be entitled to notice of a meeting." seems to be very harsh considering 
the makeup of the board :)

Written records - do these have to be on paper? can we also require that 
they are recorded online? (at the top the articles state: /In writing/ 
-Written, printed or lithographed, or partly one partly another, and 
other modes of representing or producing words in a visible form.) so I 
think we are okay here.


*NOTICES*
The current requirement is to send notices by post and only to members 
in the UK. I think this should be changed to allow notice by e-mail and 
posting to appropriate OSMF website and mailing lists?

I think there was also some talk about what constitutes a member, as far 
as I can tell the articles state:

"The subscribers to the Memorandum of Association and such other persons 
as the Board shall admit to membership in accordance with the Articles 
shall be members of the Association. No person shall be admitted as a 
member of the Association unless he is approved by the Board. Every 
person who wishes to become a member shall deliver to the Association an 
application for membership in such form as the Board require executed by 
him. "

I think that this needs some work, to make the requirements less 
subjective by the board. The board should setup requirements for 
membership (technical, finacial etc.) and anyone meeting those shall be 
permitted as members? Also under what circumstances would/could/should 
members be ejected?

My brain was getting a bit fried by the end of reading through and I've 
not had any time this morning, so figured I would send out my notes as 
they currently stand.












-- 
e: me at chrisfleming.org
w: www.chrisfleming.org

-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://lists.openstreetmap.org/pipermail/strategic/attachments/20110325/d7744552/attachment.html>