[Talk-GB] [UK Chapter] Board of directors

Gregory nomoregrapes at googlemail.com
Thu Mar 17 23:54:03 UTC 2016

Hello all,

Discussion in the meeting tonight[1], included how many directors there
should be and how their power is managed.

How many should there be?
The OSMF's AoA[2] clause 35 defines a range from 2-8 board directors by the
end of an election. Scenarios at an AGM are: the size doesn't change; the
board wants to increase but that requires at least 1 newly elected (could
be someone who stands against future board changes, could even be someone
who retires once elected); the board wants to decrease but this requires
someone choosing to step down (getting kicked out is controlled by
 different clauses?). So the board wouldn't be changing size on a whim. It
gives some ability to adjust on an annual basis the board size to reflect
the membership size (e.g. <10 members on the books and a board of 3 can
potentially keep the board in quorum/function) or to reflect the workload.

I liked Rob's view of a smaller board implies more is done by members
(whether they be as committees or just as members). The board should be
focused on the admin of being a CIC/org. This still makes me think 5 is
good. A smaller board and it's easier to find acceptable meeting times or
have less replies to get in on a query.

What power should the board have?
When Jerry briefly described the France group proposing an annual budget
for acceptance by the membership, I really liked that. It has the side
effect of a clear budget having to be made each year. It seems reasonable
to combine this with spend over £1k has to be approved by the membership.
So if a hypothetical server renewal budget is £10k but in the year only £8k
was spent, the board could impulse order £2k of pretty lights for the
server before the end of the year. The pretty lights weren't authorised by
the membership but they were within the budget for the year, so all is
acceptable. The membership have the options to insist on more restrictive
budgets, not re-elect the board member(s) that were impulse buy, or just
blame the committee that pestered the board for pretty lights.

What happens if a proposed budget is not accepted, and alterations continue
to be unaccepted by vote? I imagine this is rare, but does the previous
year's budget count as the default or does the organisation become unable
to spend more than £1k amounts until resolved?

[1] Notes of our meeting
[2] OSMF's AoA

>From my sofa,

osm at livingwithdragons.com
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