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

Robert Whittaker (OSM lists) robert.whittaker+osm at gmail.com
Wed Sep 28 23:34:27 UTC 2016

On 26 September 2016 at 11:35, Brian Prangle <bprangle at gmail.com> wrote:
> 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.

I'd already had a look through and made some notes, and I think I've
got broadly similar points to Rob's.

* The change in 8.1 appears to be broadening the Director's powers
significantly. (I thought we'd agreed that they should have all powers
in the end anyway, but perhaps I'm mistaken. Is the change there from
before the lawyers got the document perhaps?)

* The conflicts of interest stuff in 20.x seems to have been watered
down a bit. While it's true that old 20.2.1 and 20.2.2 can be
over-ridden by the directors anyway, I think it's probably better to
retain them on a matter of principle. Old 20.1 and 20.2.3 seem to have
been genuinely lost, and I think they're sensible provisions that we
should maintain.

* The dropping of old 23.4 and the wording of new 23.3 appears to
allow non-members to be Directors, which is presumably not what we
want. Although new 25.1.7 could restrict to Ordinary and Associate
members. (Although can you cease to be something you've never been in
the first place?) It would be better to be clear in 23.3 if Directors
have to be ordinary members.

* It's not clear to me why the 9-year maximum term has been dropped
from old 24.4. If this isn't for legal reasons, it should probably be

* New clause 24.3 is very confusing, and I'm not completely sure what
its effect is supposed to be. A literal reading, seems to say that any
director who retires and isn't re-elected, and isn't forced to stay on
to keep up the number under 24.4, and isn't defeated in a re-election
attempt, may (if they wish) stay on another year(ish) until the
following AGM. This seems odd to have... At the very least this clause
needs clarifying.

* The changes between old 23.3, 23.5 and new 23.3 have changed the STV
voting for a set number of directors into a simple resolution in
favour or against each individual standing. I don't think this is what
we want. In our discussions we wanted to have the number of Directors
fixed in advance of the meeting, and then elect the best people to
fill the vacant positions.

* Original clauses 28/29 -- We decided we wanted to exclude
non-natural persons from being company members, so I think that needs
to be put back unless there's a legal problem with doing so. While I
can see the logic in simplifying things by combining clauses on
"Ordinary Members" and "Associate Members", I think they actually may
make things more complicated and harder to untangle, particularly if
we ever want to change anything for one class of membership and not
the other at any point in the future. I also think the lawyers have
erred in their changes, as I couldn't see anything to clarify that
only Ordinary Members are members of the company for the purposes of
the Companies' Act. (The clauses mention a "members' register", but
the definition of "Ordinary Member" implies that "members" include
both sets.)

* New 37 has changed the meaning of old 39.1 completely. If directors
have to be members anyway, then new 37 is a bit pointless, though I
could see the logic in having it just in case things change. Unless
there are legal reasons not to, having something about allowing other
people to attend and speak would be good I think -- even if that's the
default position anyway.

Best wishes,


Robert Whittaker

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