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

Rob Nickerson rob.j.nickerson at gmail.com
Wed Sep 28 22:04:01 UTC 2016


Thanks Brian,

Some bits make sense, some deletions that I don't understand and some
confusingly written legalese added (typical and expected). Notes below. I'd
appreciate responses on the seven (7) highlighted sections given how much
time I/we committed to this and that many of these are our specific
insertions following discussion as a group on the phone calls.

**Powers* (Articles 6 and 8)*

   - Makes sense. No need to list things out here.
   - Is the new 8.3 the CIC requirements or something additional?

---

**Conflicts of interest* (Article 20)*
So, I understand that you are saying that the sections that have been
deleted are unnecessary duplication. This seems true of some bits (20.2.1,
20.2.2, 20.3), but not others including:

   - 20.1 - Directors and Connected persons cannot be employees, and
   - 20.2.3 - A max of half of the directors can supply good or services to
   the company at any time.

I vaguely care about the first (20.1) so would be great if we can get
comment on this. Post deletion is it now possible or stopped by another
rule?

---

**Directors* (Articles 23, 24 and 37)*

The old 23.4 stated that Directors must be members. Deleted but this is
retained by clause 25.1.7 (new numbers) so fine.

The election method (Single Transferable Vote) has been deleted. Why? To me
it seems sensible to have this documented somewhere. If not in AoA then
somewhere else. This may be a question better directed back at the pro bono
lawyers (if they are taking questions).

The new 24.1 is very confusing...! Notes:

   - "one-third of the Directors who are subject to retirement by rotation"
   -> Is this just one-third of all Directors? Or are some Directors not
   "subject to retirement by rotation"? This seems important. The following
   note then follows on. I'd like to know where "subject to retirement by
   rotation" is defined please.
   - "provided that if in any year the number of Directors who are subject
   to retirement by rotation shall be two, one of such Directors shall retire"
   -> Assuming we have minimum of 5 directors and all are "subject to
   retirement by rotation" then this situation (just 2 directors "subject to
   retirement by rotation" will never happen). This text is very long and
   confusing for what is simply 'at least one mus retire'!

The old 24.4 (max service of 9 years) has been deleted. Why? (this was a
group decision/insertion)

All the wordy insertions seem to be to close the "what if not enough
Directors left" loophole. Bloody confusingly written but fine.

Do you mean Article 37 (list of changes)? If yes, I do not understand the
deletion of text from this section (Attendance and speaking by Directors
and non-members). Can we re-insert the following text from the original
template articles please:

36.2 (template AoA number) The chair of the meeting may permit other
persons who are not members of the Company to attend and speak at a general
meeting.


---

**Membership* (Articles 27 and 29)*

This is the changes that I least understand. You noted that there is now no
distinction between members being persons or corporate entities (although
Directors can slot them in the right place). This is precisely what we
wanted to enforce.

> However, if you would like to retain specific wording from the original
version please let us know.

Yes, please!

Also what is the consequence of the removal of "An Associate Member is not
a member of the Company for any purpose of the Companies Act"? This, I
think was copied from the OSMF.

Quite frankly I do not understand why this whole section was changed. Yes
it was long, but it was clear. It was also based on OSMF texts. Now it
takes ages to un-pick the proposed test to understand what we as a group
really intend!

I'd be tempted to ask if we could restore this section. Was it legally
incorrect or are we just changing for the sake of change (different peoples
preferences) here?

*---*

**Meetings* (Article 30)*
I note they have inserted that AGMs must be within 6 months of the
accounting reference date. In fact I added this same template text at one
point. Jerry pointed out a concern and it got cut. May be worth asking
rechecking Jerry's concern:

Not a good idea, this means accounts have to be done by 4 months from YE;
this could be one hell of a thing to stick to.


May be worth engaging with Jerry directly on this or asking the lawyers if
we can retain greater flexibility. Ultimately I think we should be
achieving this timeline anyway and if not something has gone wrong!

Best regards,

p.s. Best to double check all the red text from the original template
articles still exists now that we have gone through more edits!!

*Rob*
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