[Talk-GB] UK OSM Community Interest Company (UK local chapter)

Brian Prangle bprangle at gmail.com
Mon Sep 26 10:35:53 UTC 2016

Hi everyone

Now that SotM has finished we should have time to concentrate on the pro
bono legal review of our Articles of Association. I'll give it a week for
folk to fnd time to look at this. If there's a deal of contention on any
issue then we'll have  a concall to resolve it, if not then I'll proceed to
send off the documents and fee to register us at Companies House.



*Powers* (Articles 6 and 8)

We have simplified the powers to reflect that the articles allow the CIC to
do “all such lawful things…without limitation”.

*Conflicts of interest* (Article 20)

If there are specific concerns within the wording deleted from Articles
20.2 and 20.3, please let us know.  We have deleted the wording since all
transactional conflicts would need to be approved by the board.

*Directors* (Articles 23, 24 and 37)

We have introduced the AGM concept into Article 24 to propose a governance
structure whereby 1/3 of the board retires annually by rotation, is this OK?

*Membership* (Articles 27 and 29)

We have simplified the approach on membership and removed some duplicate

·         We have made a distinction between Ordinary and Associate Members
only in that Associate Members cannot vote; please see Article 40.1.

·         We have not distinguished between natural person members and body
corporate members for the purposes of Ordinary Membership.  Under Article
27.3, every member is to be approved by the board.  However, if you would
like to retain specific wording from the original version please let us

*Meetings* (Article 30)

We have used standard AGM wording here which we think is appropriate but
please let me know if you have any queries.

I hope that helps.  Let me know if you have any additional questions or
would like to discuss any of the above in further detail.

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