[Talk-GB] UK Chapter Directors' Powers

Rob Nickerson rob.j.nickerson at gmail.com
Sat Apr 23 15:10:00 UTC 2016

On 22/04/16 12:14, Brian Prangle wrote:
>     *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.

David Woolley responded:
>Anything other than this suggests to me that there is something
>fundamentally wrong in the way that directors are chosen.  All the
>others seem to imply that there is a group of members that doesn't trust
>the directors ab initio!
>It would basically be asking for the directors to be figure heads, in
>which case you should have only enough directors to cover for deaths and
>loss of mental capacity.

Hi David, All,

There are a couple of things going on here. We need Directors and cannot
avoid that but the concept of having a elected Directors risks sending the
message (to our Members) that these as the folks who are in charge and will
lead the project. In my view this fails to bring the OpenStreetMap
community together (except for the once per year in which we vote in

The poll we did last year (?) suggested that the OpenStreetMap UK community
want to be involved in decision making. My suggestion is that, if this is
the culture we want to breed then the Articles should reflect this. I
therefore agree that the Directors should be figure heads and we should
therefore have as small a number as possible (currently this is set to 5).
To me the argument of "Trust" shouldn't really matter. If they are genuine
figure heads then they should (in as many cases as possible) be relying on
the Members and when the members are fully in control then the matter of
Trust kind of disappears.

Currently the Articles state that (assuming my understanding of Special
Resolutions is correct):

   1. Directors have all the power
   2. Members can direct the Directors to take/refrain from taking action
   via a Special Resolution
   3. A Special Resolution requires a general meeting (requiring 14 days
   notice) and then requires 75% approval to pass.
   4. Alternatively a Spacial Resolution can be a Written Special
   Resolution. In this case, instead of a meeting you write to the members
   (can be electronically). To pass 75% of ALL members must accept the

In my view this is the Directors failing to trust the members (not the
members failing to trust the Directors!).

To breed a culture of Member-led organisation (with Directors as figure
heads) I suggest:

   1. Directors have all the power
   2. Members can direct the Directors to take/refrain from taking action
   via a ORDINARY Resolution
   3. Voting on Ordinary resolutions can be opened immediately (not 14
   days), be online, and after a period of X days the vote is passed if 50% of
   those who voted (not 75% of ALL members in the case of the Written Special
   Resolution) accept the resolution.

This sends a strong message that this is a member led organisation.

I include for comparison the Constitution of the West Midlands Open Data
User Group (WM-ODUG). This was a boilerplate template from
OneClickOrgs.com, a site that let you set up Unincorporated Associations
and managed the Proposals and Voting of members via their online portal -
It was a great site but seems to have gone quiet now :-(

The difference is remarkable. It is so much clearer that the WM-ODUG was a
member led organisation.
I'm hoping we can move in that direction.

Best regards,

p.s. Please accept my apologies that it has taken me this long to review
the AoA. I received an invitation to edit the AoA on 15 March 2016 (5 and
half weeks ago, and just 2 days before March's meeting - which happened to
be 1 day before I went on holiday for 3 weeks). I appreciate that the AoA
have been worked on by others for longer, but I feel I need a bit longer to
review it before rushing ahead.
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