[Strategic] SWG meeting 25 March 2011

[Tom Hughes]

On 25/03/11 13:03, Frederik Ramm wrote:

> In this posting - which serves as a good entry point to the 2009
> discussion, but be sure to browse backwards and forwards - Nick Black
> echoes something that 80n had said before, namely whether OSMF members
> are indeed members in the sense of the companies act:
> 
> http://lists.openstreetmap.org/pipermail/osmf-talk/2009-August/000156.html
> 
> If it turns out that they are not, then I guess OSMF has only three
> founding members and that's it. (If I am not mistaken, of these founding
> members one has lost interest altogether and hasn't been seen in years;
> one has all but left the project to concentrate on his own competing
> project because he doesn't like the license change, and the third is now
> a Microsoft employee ;)

Well if they aren't members of the company with the meaning of the
Companies Act then they wouldn't be able to vote for the election of
board members so all our votes to date would be invalid.

I think there is no question that the intention was that people joining
OSMF would be members within the meaning of the Companies Act - nothing
makes any sense otherwise.

That may well not be communicated very well - that people joining are
agreeing to the Articles and Memorandum of Association (and are
potentially liable to pay £5 if the company is wound up) and we are most
definitely not obeying the requirements of the Companies Act when it
comes to keeping a register of members but I think a court would decide
that they were members.

Tom

-- 
Tom Hughes (tom at compton.nu)
http://compton.nu/