[Talk-GB] OSMUK AoA Directors Powers

Jez Nicholson jez.nicholson at gmail.com
Thu Apr 21 21:49:04 UTC 2016


I had never considered that a pony may be in the offing...

And the web site example is good. There needs to be a balance between
getting things done by paying a reasonable amount and Directors going crazy
with the cash. Checks and balances.

How do we choose between the options?

On Thu, 21 Apr 2016 20:00 SK53, <sk53.osm at gmail.com> wrote:

> 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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