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

Jez Nicholson jez.nicholson at gmail.com
Fri Mar 18 07:38:22 UTC 2016

Thank you for taking quality notes. I am lurking and reading your

On Thu, 17 Mar 2016 at 23:55, Gregory <nomoregrapes at googlemail.com> wrote:

> 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
> https://hackpad.com/2016-03-17-OSM-GB-Meeting-UGWMWunxvTb
> [2] OSMF's AoA
> http://wiki.osmfoundation.org/wiki/Articles_of_Association#BOARD_OF_MANAGEMENT
> From my sofa,
> Gregory
> --
> Gregory
> osm at livingwithdragons.com
> http://www.livingwithdragons.com
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