[OSM-talk] Postponing elections, or other alternatives (Was: Modus operandi of the board)

Frederik Ramm frederik at remote.org
Fri Oct 24 08:41:36 UTC 2014


   IANAL and all, but

On 10/24/2014 09:33 AM, Kathleen Danielson wrote:
> Is there *any* mechanism to put a new question to the full membership in
> the upcoming election, or is it too late for that?

Put a question - possible under "Any other business". Get a binding vote
- not possible.

> I'm assuming we can't
> postpone the coming election, but could we ask the electorate to vote to
> hold another election in 3 months?

The board does not have to call AGMs or do elections. I don't know if
legally it is too late to cancel the already-announced AGM and election
but I guess we could simply do it - if we don't show up then there's no
AGM. It would require a board decision. Board decisions require the
agreement of four of the current board members (me, Kate, Matt, Henk,
Oliver, Dermot) to happen via email. A telephone board meeting could
also make the decision with three board members in favour but they
require some setup time; I guess if I called a meeting today it should
really be no earlier than Monday.

If the AGM were to happen then section 31 of the AoA says that an
election must take place but the board could still invoke section 35 of
the AoA to reduce the number of seats up for election, and essentially
make this an election of 0 seats.

The AoA don't spell out how the members can dispose of the board but I
guess a special resolution goes a long way, so if a General Meeting was
called and the resolution properly announced then that meeting could do

The board can call a General Meeting anytime, and can be forced to do so
if enough members request it.

> If not, can we come up with some ideas for a way outside the formal AGM
> structure to essentially poll the full membership that could be seen as
> a legitimate representation of their wishes?

My suggestion is to postpone the AGM and election until spring and find
a person whom we all trust enough to arrange for that AGM, including any
resolutions about the whole board leaving etc., together with our
members. I've sent an email to the other board members about this but
have so far only heard back from one of five.


Frederik Ramm  ##  eMail frederik at remote.org  ##  N49°00'09" E008°23'33"

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