[Talk-GB] OSMUK AoA Directors Powers

Gregory nomoregrapes at googlemail.com
Wed Apr 27 12:41:30 UTC 2016


Jerry,

Is it possible to reference powers needed to fulfill the objectives of the
company (i.e. article 5 of the AoA) rather than(or in addition to)
"obligations & resolution of the members"? Or is already effectively what
option 6 is?

It would seem more sensible/normal to me.
E.g. With the objective to promote use of OSM in the UK, the directors
could decide they need a website and pay fees for hosting (in turn, decide
they need a bank account, etc), and they can just get that done.
If the membership disagree with having a website, they can call for the AOA
to be changed/amended "promote ... excluding through the use of a website"
without that process seeming like such a direct attack of trusting the
directors.
*Actually, thinking about it this all seems like option 3?*

*Key points though...*
1) Hopefully the majority of directors will be sensible and will stop money
being spent on "Uncle Geoff's Money Laundering Web Host Inc.".
2) Ultimately the directors spend/power is limited by funds. Funds are
limited by membership & open donations/sponsorship, so members could make
public statements/contact "Stop giving money to that OSM UK bunch, they
don't represent the me/us and they're dodgy". Any behind the scenes funds
or lack of budget/spend reporting, and we have other/bigger problems to
worry about.


Gregory.

On 21 April 2016 at 22:49, Jez Nicholson <jez.nicholson at gmail.com> wrote:

> 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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-- 
Gregory
osm at livingwithdragons.com
http://www.livingwithdragons.com
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