[Talk-GB] Starting now: Next UK group call

Robert Whittaker (OSM lists) robert.whittaker+osm at gmail.com
Sun Mar 20 20:27:20 UTC 2016

On 17 March 2016 at 20:04, Rob Nickerson <rob.j.nickerson at gmail.com> wrote:
> It's 8pm Thursday 17th and the UK group call is just starting.

Here are some comments/thoughts from me on what I think were the three
main areas of the Articles of Association that were left open after
the call.

Powers of the Directors

In the current draft Articles, the directors' post is limited to do
things (of classes of things) specifically authorised by resolutions
of the members. Limiting the directors power in some way (rather than
allowing them to do anything) is probably a good thing, but we need to
be very careful that they have enough freedom/power to actually get
things done.

The idea of the AGM approving a budget is good, but I don't think this
will solve things completely. I would envisage a significant amount of
the work of the board / committees will be in running tools and
events, being involved with talking to people and the media, lobbying
government / companies for open data, etc. These are things that don't
necessarily involve expenditure and so wouldn't be covered by a
budget. Whilst many of these things could be done by people acting as
individuals, it would be preferable if they could be done by people
formally acting on behalf of OSM-UK.

I think we're either going to have to give the board quite a bit of
leeway in their powers, or we're going to need a mechanism to get
rapid approval from the members for lots of things. Perhaps a
compromise would be to allow the board to do pretty much anything
(perhaps with some financial / legal constraints) but insist that
non-routine things (consultation responses, press releases, ...) are
published to members (say) 48 hours in advance to allow for
objections. If >n object, then the board can't go ahead without a full

Board Size

The initial draft said 5-15 directors, leaving the precise number
open. I think flexibility would be good (particularly as we don't know
how things will evolve at this point), but I agree that there is an
issue of the variable size creating arguments / uncertainty at the
AGM. Perhaps this could be resolved by explicitly stating that the
precise number is fixed and can only be amended by special resolution
of the members. I'd then go for a size of something like 5-10 in the
Articles, and probably start off with 5-7, depending on who wants to
be involved. If there are reasons to change the size of the board,
then this can be done without having to change the Articles, but it
would require a formal resolution at a General Meeting.

AGM Timings

The draft Articles merely stated that at an AGM must be held every
year, which could mean a gap of almost 2 years if this is interpreted
as at least one in every calendar year.

Presumably the main function of the AGM apart from
electing/re-electing the directors, is to approve the financial and
other reports for submission to Company's House. There's presumably an
annual cycle for this, and deadlines that have to be met.

How about stating in the Articles that the AGM must be held within
(say) 4 months of the end of each financial year of the company? This
would allow some flexibility over timing, while still forcing an
average of at least one meeting every year, and limiting the gap
between meetings more. More importantly though, it would make sure we
always have a timely review of the annual accounts, and can approve
the reports for submission in time.

Best wishes,


Robert Whittaker

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