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

Frederik Ramm frederik at remote.org
Sat Oct 25 22:31:36 UTC 2014


   I've raised the idea of postponing AGM and election with the board
but it appears that there is no board majority for postponing/cancelling

Of course you or any other OSMF member is welcome to coordinate plans
for members to make a (non-binding) recommendation about how they would
like the board to proceed.

I'll avoid the word 'resolution' here because a resolution is something
that would be binding and have to be properly put on the invitation when
the AGM was announced and it is too late for that.

This would really need some champion from the membership drawing up some
wording and getting the necessary support behind it. I find the whole
thing interesting but personally I have taken a very explicit position
in the whole affair and it would polarize too much if I were to
spearhead a "reboot" effort.

I guess the 100% proper and legal way would be to not rush anything into
this AGM. Instead (and IANAL etc, just a reader of our AoA and Companies

1. Draw up a proposal for a reboot, for example saying that the whole
board is sacked and re-elected and nobody with more than X years on the
board is eligible.

2. Find 26 OSMF members who like the idea. Or better 30. You need 5% of
voters. This is complicated by the fact that you don't know who the
voters are but if you fish among osmf-talk participants you have a good
starting point.

3. Write to the board requesting a general meeting as per the paragraphs
I mentioned earlier, with the agenda consisting of the sole item of
passing the drafted resolution. The board then has 21 days to announce
that a general meeting takes place, and the meeting must take place
between 14 and 28 days after that announcement. This means that the
meeting will take place between 14 and 49 days after board receives your

4. At the meeting, you'll then need a simple majority of all votes to
get the resolution passed.

That would create a binding resolution, and would also be the only way
that works should individual board members refuse to comply. If on the
other hand you can assume that all board members will support the
effort, a simple declaration of intent by a large enough group of
members could be sufficient. But if that intent should contain that the
whole board is to quit and one member then were to refuse, the only way
to force them would most likely be the above GM process.


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

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