[Talk-GB] OSMUK AoA Directors Powers

SK53 sk53.osm at gmail.com
Thu Apr 21 18:59:49 UTC 2016


A small document setting out a range of options for the Directors Authority
clause.

Jerry

Directors Powers Options


The basic boilerplate text of the Articles of Association provides that
Directors can exercise all the powers of the Company. In initial
discussions there was a strong consensus that OSM UK should be member led:
broadly that most or all iniatives should orginate with the membership,
with the Directors doing necessary work to facilitate such things.


To take a simple example: I would presume OSMUK would want a website.
Agreeing that a website is wanted & needed, then the Directors would need
to have powers to agree a contract & pay the fees, which in turn implies a
bank account etc. Allowing Directors full powers may mean that OSM UK
follows the interests & desires of the Directors rather than those of the
Members. In Rob Nickerson's original survey they were a range of things
suggested and different levels of approval for them.


The problem of restricting Directors' powers is that it is not always clear
what powers they may need to perform various tasks.


We can split powers into a number of different categories:



   -

   Basic powers needed to run the company as a going concern: ability to
   have a bank account, pay bills etc.
   -

   Entering into contracts. Necessary for many routine activities of a
   company, but others may not be routine.
   -

   Initiating projects.


So far I have conceived of a number of different ways we can express this
in the AoA:



   1.

   *Full powers*. Standard boilerplate text. Easy to do. Downside is that
   removing powers may require alterations to AoA, and furthermore restricting
   Directors' powers is quite likely to end up being contentious. Any such
   process will appear to be a group of members not trusting the Directors.
   2.

   *No powers*. Powers need to be conferred explicitly by the Members. This
   is the current draft. Downside is that it is likely to limit Directors far
   too much. Such limitation is likely to be particularly troublesome at the
   outset.
   3.

   *No powers except those needed for Directors to fulfill legal &
   fiduciary duties*. Basically an additional clause added to current
   draft. This is an attempt to allow Directors to do necessary things but not
   unnecessary ones. Likely to readily twisted for any purpose.
   4.

   *Full powers limited for a term*. As current draft but Directors given
   full powers until the first AGM. Directors would be expected to propose
   which powers they need at the first AGM.
   5.

   *Full powers, renewable at the AGM*. Again slightly limiting powers &
   putting onus on Directors to use them responsibly. Downside is that if
   powers are not renewed then back in same problem area of 2.
   6.

   *Powers need to fulfill obligations & resolution of the members*. A
   variant of 3, but phrased so that if the Membership votes for everyone to
   have a pony; Directors are implicitly granted such powers as needed to
   acquire & distribute said ponies.
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