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

SK53 sk53.osm at gmail.com
Sun Mar 20 22:00:06 UTC 2016

Can I ask everyone to place such comments in-line on the AoA document in
GoogleDocs. It is far too much work for me to:

a) reply to every individual point in each email to list
and b) to ever have a hope of knowing if I've addressed issues raised.

Many of the points here and discussed by others are already noted by me in
the AoA comments, In some cases because I did not have a few on what a
final draft should be & in others because I needed to keep some flexibility
because I wasn't sure what the general view was going to be.

One specific point: it's a really bad idea to force accounts to be prepared
in as little as 4 months after the financial year end, particularly if the
treasurer is an honorary voluntary position. This type of rapid timetable
usually requires really good processes, and in practice the final month
cant be closed until things like bills & expenses have come in & been paid,
So in practice this is unlikely to happen until 2 months after year end; &
then one can go through year-end processes (bad debt write-offs,
reconciliation of P&L to B/S etc).


On 20 March 2016 at 20:27, Robert Whittaker (OSM lists) <
robert.whittaker+osm at gmail.com> wrote:

> 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
> vote.
> 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.
> --
> Robert Whittaker
> _______________________________________________
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> Talk-GB at openstreetmap.org
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