On 17 March 2016 at 20:04, Rob Nickerson <[email protected]> wrote: > It's 8pm Thursday 17th and the UK group call is just starting.
Here are some comments/thoughts from me on what I think were the three main areas of the Articles of Association that were left open after the call. Powers of the Directors In the current draft Articles, the directors' post is limited to do things (of classes of things) specifically authorised by resolutions of the members. Limiting the directors power in some way (rather than allowing them to do anything) is probably a good thing, but we need to be very careful that they have enough freedom/power to actually get things done. The idea of the AGM approving a budget is good, but I don't think this will solve things completely. I would envisage a significant amount of the work of the board / committees will be in running tools and events, being involved with talking to people and the media, lobbying government / companies for open data, etc. These are things that don't necessarily involve expenditure and so wouldn't be covered by a budget. Whilst many of these things could be done by people acting as individuals, it would be preferable if they could be done by people formally acting on behalf of OSM-UK. I think we're either going to have to give the board quite a bit of leeway in their powers, or we're going to need a mechanism to get rapid approval from the members for lots of things. Perhaps a compromise would be to allow the board to do pretty much anything (perhaps with some financial / legal constraints) but insist that non-routine things (consultation responses, press releases, ...) are published to members (say) 48 hours in advance to allow for objections. If >n object, then the board can't go ahead without a full vote. Board Size The initial draft said 5-15 directors, leaving the precise number open. I think flexibility would be good (particularly as we don't know how things will evolve at this point), but I agree that there is an issue of the variable size creating arguments / uncertainty at the AGM. Perhaps this could be resolved by explicitly stating that the precise number is fixed and can only be amended by special resolution of the members. I'd then go for a size of something like 5-10 in the Articles, and probably start off with 5-7, depending on who wants to be involved. If there are reasons to change the size of the board, then this can be done without having to change the Articles, but it would require a formal resolution at a General Meeting. AGM Timings The draft Articles merely stated that at an AGM must be held every year, which could mean a gap of almost 2 years if this is interpreted as at least one in every calendar year. Presumably the main function of the AGM apart from electing/re-electing the directors, is to approve the financial and other reports for submission to Company's House. There's presumably an annual cycle for this, and deadlines that have to be met. How about stating in the Articles that the AGM must be held within (say) 4 months of the end of each financial year of the company? This would allow some flexibility over timing, while still forcing an average of at least one meeting every year, and limiting the gap between meetings more. More importantly though, it would make sure we always have a timely review of the annual accounts, and can approve the reports for submission in time. Best wishes, Robert. -- Robert Whittaker _______________________________________________ Talk-GB mailing list [email protected] https://lists.openstreetmap.org/listinfo/talk-gb
