[Talk-GB] UK Chapter Directors' Powers

Richard Symonds richard.symonds at wikimedia.org.uk
Wed Apr 27 13:40:57 UTC 2016


Rob,

While I understand the thrust you're trying to make towards a more "members
have the power" system, setting the bar as low as five members and having a
simple "online poll" in lieu of a meeting of the members would have two
problems:

   1. Entryism would be almost comically easy. It would be a small matter
   for myself and four friends to paralyse the chapter by constantly calling
   votes on anything and everything - for example, calling an online poll on
   the existence of the chapter. This would prevent them doing anything and
   everything which isn't a contractual or statutory obligation. It doesn't
   matter if I don't win, I can just call another one immediately afterwards,
   and the directors would be unable to stop me. If they wanted to try, I
   could just call a motion on whether or not they should stop me, which would
   prevent them from doing so for seven days.
   2. I'm concerned that any poll would be profoundly undemocratic unless
   carried out with the same rigour as a proper vote, in which case it would
   be a vote. If a member is on holiday for a week, or if they live overseas,
   they'll simply miss out - even the quick ones ("Blueys") can take six days
   to arrive. The 14 days notice period is really important, as is the
   formality of a vote which is binding on the directors. If the directors are
   going to be bound by something, that something needs to be properly planned
   and executed to the highest standards.


Richard Symonds
Wikimedia UK
0207 065 0992

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On 25 April 2016 at 13:12, Robert Whittaker (OSM lists) <
robert.whittaker+osm at gmail.com> wrote:

> 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
> directors.
> * 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.
>
> --
> Robert Whittaker
>
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> Talk-GB at openstreetmap.org
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>
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