[Talk-GB] UK Chapter Directors' Powers

Robert Whittaker (OSM lists) robert.whittaker+osm at gmail.com
Mon Apr 25 12:12:05 UTC 2016

On 23 April 2016 at 16:10, Rob Nickerson <rob.j.nickerson at gmail.com> wrote:
> To breed a culture of Member-led organisation (with Directors as figure
> heads) I suggest:
> Directors have all the power
> Members can direct the Directors to take/refrain from taking action via a
> ORDINARY Resolution
> 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 agree that having a faster/easier mechanism for the members to reign
in the directors would be a good thing, and would force the directors
to consult the members and only proceed with their consent. However,
I'm not convinced that it would be a good idea (from a company law
point of view) to re-define "Ordinary Resolutions" to achieve this. As
an alternative solution, perhaps we should introduce the concept of a
more informal vote, say an "Online Pole", which members can use to
direct the directors. I would envisage something like this:

* Any five members may request that the directors run an Online Pole
on any matter concerning the way the Company is being run by the
* On receipt of such a request, a pole will be opened as soon as
practicable, and notice sent to all members.
* Once such a request has been received, the directors must refrain
from taking any action contrary to the pole motion until after the
pole has closed, unless this would result in them being unable to meet
a statutory or prior contractual obligation.
* An online pole closes at midnight UK time at the end of the 7th day
following the day that notice is sent to all members.
* The directors are bound by any motion in an online pole passed by a
simple majority of those voting, unless this would result in them
being unable to meet a statutory or prior contractual obligation,
until such time as the motion is set aside or superseded by a
subsequent pole or resolution.

Alternatively, we could redefine the section on written resolutions
along the lines of the above.

(With the current draft of the AoA, as far as I can see, there's
actually no way for the members to demand a written resolution in
order to exercise their S9 power to direct the directors. So currently
they'd have to call a General Meeting and propose the resolution there
if the directors weren't cooperative. That requires at least 14 days
notice of the meeting.)


Robert Whittaker

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