[Talk-GB] UK Chapter Directors' Powers

Brian Prangle bprangle at gmail.com
Fri Apr 22 11:14:09 UTC 2016

Hi everyone

As promised - here's a discussion on the issue

Jerry proposed a number of scenarios which we discussed:


   *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.

   *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

   *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.

   *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.

   *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.

   *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.

We eventually came down in favour of  No 5.

We arrived there by rejecting no 1 Full Powers which is the standard
template in the incorporation documents, as it went against the results of
the initial survey conducted by Rob

We rejected the polar opposite: no 2 No powers as being just too limiting-
Directors wouldn't even be able to buy a postage stamp

Next we rejected no 3 Legal and fiduciary duties only, mainly on the basis
of being too cumbersome and on similar grounds to rejecting no 2

So it came down to a choice between 4,5 and 6. How to balance the desire
expressed in the survey to be member-led with the legal requirements of the
Companies Act and at the same time have  an organisation that is not run on
the basic premise of not trusting the Directors you've elected?

The arguments were finely balanced but ultimately it was felt that 4 and 6
would make the organisation too inwardly focussed and might act as a
disincentive to anyone wanting to take on the work of a Director. So we
opted for 5 as requiring the least bureaucratice effort but requiring an
active membership and open processes with an implicit assumption that we
trust each other  - at least for the first year ;-)

However there was still some discomfort with this ( notwithstanding the
standard legal safeguards open to members to challenge Directors'
decisions contained elsewhere in the AoA) so it was agreed that an
additional draft clause was prepared to try and encompass the aspiration
expressed in the survey. So here goes:

"In exercising their powers Directors shall be expected  to take due
cognizance of the participatory, consensus-driven, open, and collaborative
methods and culture of the volunteers of the OpenStreetMap project."

How might this work? Perhaps at each Directors' meeting every item could be
tested against this clause and those items that are not administrative and
need the attention of this clause should be identified and the Directors
acrivate such consultation, discussion etc they feel necessary to reach a


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