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

Chris Fleming me at chrisfleming.org
Fri Mar 18 11:16:45 UTC 2016


Yes great notes. Unfortunately the calls are just when I doing "bedtime" so
I've not been able to make any.  In practical terms a variable size board
allows a bit a flexibility to size the board according to how many people
are available. I do think it's useful to have an even odd sized board. But
my feeling is also that 5 feels like a good size.

Setting a budget at the start of the year and getting it accepted by
membership does sound tempting. But personally I feel that we will vote for
the board and I would be happy for them to set budgets and spend as they
feel fit. Trying to set a budget in advance of the first year or two might
actaully prove to be very difficult?

Cheers
Chris



On Fri, 18 Mar 2016 at 07:39 Jez Nicholson <jez.nicholson at gmail.com> wrote:

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