[Talk-GB] UK Chapter Directors' Powers

Rob Nickerson rob.j.nickerson at gmail.com
Wed Apr 27 17:37:45 UTC 2016

Hi Richard, All,

TL;DR Lets move on and try and ignore that fact that I failed to read up on
Company Act before throwing an idea out there!! Onwards and upwards :-)

I had been trying to look at the way we will work on a day to day basis
(which I hope will be as a community) and therefore how the constitution
(AoA) can best reflect this. As has now been pointed out Company Act 2006
prevents us moving in the direction of the Constitution from the
Unincorporated Association that I shared with this list. That's what it is
and I'm fine with that. As such (hopefully) the AoA will in no way reflect
how we work and we should never have to rely on "Resolutions", "Special" or

Yes, the Directors can go it alone if they want to but they would be daft
to do this because (i) they won't get elected again, (ii) the members can
use the AoA as a last resort, and (iii) most importantly they will be
overworked if they try to do everything without the Members help.

I would suggest that we:

* move on with incorporation;
* look at how we can actively involve members in projects and decisions
(e.g. Loomio, which I gather the OSMF Directors now use); and
* start thinking about the first few activities we want to achieve.

Finally to address your email - I want Entryism to be "almost comically
easy" as we're an open community!! Your example is convoluted (but
plausible) but moot given that we're not able to change the AoA as noted
above. In regards to polls/votes, I hope we never have need for the
"resolutions" in the AoA. I do however hope that we make lots of use of
online discussion tools and I'd be in favour of any that include polls. To
keep up momentum these would have to be short and snappy so I'd expect them
to last little more than a few days for most activities (longer for the
bigger topics). They won't be part of the AoA but as noted above the
Directors would be daft to continually ignore them especially when they
come with the offer of help from a Member.

Now, where were we...


-- Richard S wrote: --


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

   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
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