Strategic working group/Articles of Association Review

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The following is a summary of the current work on looking at the Articles.

This is open for discussion! Please have discussion on the Talk-page or on osmf-talk mailinglist.


How

Currently a small group consisting of Henk Hoff, Eugene Usvitsky and Chris Fleming. Participation from all is welcome, either by joining our meetings, usually on a Monday afternoon on the #osm-strategic irc channel or feel free to e-mail comments or via these wiki pages.

Currently we are dividing any suggested changes into various themes, which are listed below. Consensus is that we will steer clear of changes beyond how the foundation is governed, for example we will not consider any kind of specifics for working groups.

Ultimately these will be proposed as a set of changes to the Articles and the Memorandum that form the constitution of OSMF.

Francis Davey is advising us, on legal matters. We hope to come up with how we want to governed and he will draft these for us.

Timeline

  • July 16th, 2011: The changes are up for discussion with the OSMF membership.
  • September 10/11th, 2011: Voting on proposed changes during Annual General Meeting at State of the Map.
  • October 2011: Legal text is written based upon the changes.
  • November/December 2011: Voting on new AoA.

What are Articles

Under English Law the Memorandum of Association and the Articles of Association form the constitution of an organization.

The Memorandum of Association holds the goals of our Foundation: Why do we exist? The Articles of Association describes how the Foundation is governed: How do we work and/or how are decisions made?


Links and Further Information

These links are only for reference-purposes. They are not part of the proposed update.

  • Worth looking at some other Articles of Association for example Wikimedia UK
  • Companies Act 2006 OSMF is company under this Act, so it's well worth reading through I would recommend doing so using the Explanatory Notes on the same website.

Themes

Below subjects that need to be handled in the updated Articles of Association. Based on these items, the legal text of the Articles will be drafted.

Membership

Membership is largely convered by Sections 8 and 9 of Companies Act.

The Association is guaranteed by its members who agree to pay a fixed amount in the event of the company's liquidation.

A member has certain rights, they can participate and propose motions in the AGM and other general meetings, have to agree major changes in the company, elect the company directors, are the only people who can stand for election to become a company director, may be consulted or involved in working groups, will receive communications via the osmf-talk and notifications of AGM and any other general meetings. There are responsibilities as a company members including paying the subscription, good behaviour and if the company goes bankrupt members are liable for a small amount.

About members

  1. Notices primarily go to all members' registered e-mail addresses. Members need to keep their registered e-mail address up-to-date.
  2. Not every aspect / criteria to become a member needs to be in the Articles. It is possible to parameterize some of the criteria (to be implemented by Board). In that case the description of the parameters should be in the Articles.

Types of members

  1. Next to the current individual membership also corporate membership will be introduced. The rights of corporate members are the same as the individual members, only the membership fee will be different (= higher).
  2. Membership fee can vary between countries based on a Purchasing Power Parity.

Becoming a member

  1. Individuals can apply for membership of the Foundation by agreeing to membership terms and paying the annual membership fee.
  2. Members should have an active (not-blocked) OSM-account. If he/she does not have an account, he/she should be willing to create one without additional conditions to the Foundation.
  3. Board should have power to accept and reject members. Some criteria should be mentioned but not fixed as there may be circumstances such as bad behaviour that it would be valid for the board to reject or eject members. We need to make it clear how this works.
  4. I order to make people aware what their membership implies, they need to agree (when applying for membership) with a statement along the line of:

"I hereby apply to become a member of Openstreetmap Foundation(“the Company”). I agree that while I remain a member of the Company I shall pay an annual subscription of Fifteen Pounds (£15) or such other sum as may from time to time be agreed by the Company in general meeting. I also agree to become a Guarantor of the Company and to contribute to the assets of the Company, in the event of its being wound up while I am a member, or within one year after I cease to be a member, for payment of the debts and liabilities of the Company contracted before I cease to be a member, and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding Five Pounds (£5)."

Being a member

  1. Membership fee needs to be paid in advance.
  2. Only members who have paid their membership fee fully have a right to vote.

Ceasing to be a member

  1. Members can end their membership by notifying the membership secretary in writing. There will be no restitution of (part of) membership fee.
  2. Members who are 1 year behind on payment of their membership fee, will cease to be a member.
  3. The Board can end a member's membership when the latter is not acting in accordance with the constitution.

Local Chapters

  1. The Local Chapters are Advisors (not members) to the Foundation.

Prevention of "hostile" takeovers.

With the ownership that the Foundation has over the data and the rights assigned by the Contributor Terms, there is concern about the possibility of takeover of the Foundation by a commercial organisation looking at getting control over the data. there are two techniques that can be employed to protect against this.

  • Entrenching of important values of our organisation
  • Possibility of Asset Lock (e.g. our database-contents)


Proposed

We believe that Entrenching our core values into the constitution is desirable, but more work is required to define exactly what these are.

Open Questions

  • What are our values?
  • How best do we define the asset lock.


General Meetings

An Annual General Meeting, commonly referred to as an AGM, is a formal meeting which is held once a year. It is a legal for companies status. The AGM should act as review of the year and deal with issues such as the election of board members and reviewing the annual accounts. Our constitution will give guidance as to how the AGM should be run and what matters should be dealt with. Although it is a formal meeting, it can also be a good opportunity to communicate with members, and other interested parties.

In addition to AGM's the board or members can call an Extraordinary General Meeting(EGM), at an irregular time, if an issue arises that can't wait for an AGM. Members must be informed of the purpose of the EGM so that they may attend in a position where they can discuss, otherwise any resolutions passed are invalid.

Proposed by Working Group

  1. Only written resolutions presented in advance will be permitted.
  2. Members can propose written resolutions where they have "support of x percentage of the members submitted y days before the meeting." where x=20% and y=1 month.
  3. Notices should go to all members registered e-mail addresses
  4. Notices will also be published on the website of the Foundation.
  5. Online voting should be permitted, we could have no required quorate if allowing online voting.
  6. General Meetings is quorate if the lower of one tenth of the membership or twenty-five (25) members are in attendance.
  7. The Chairman chairs the meeting. If he/she is not present, someone else of the board will chair the meeting.
  8. At a General Meeting, at least half of the board members need to present.
  9. Meetings can be held via video-conferencing.
  10. An EGM can be called by the board, or by a member request supported by at least 10% of the membership.
  11. When technology permits, online voting should be permitted.

Voting

Procedure

  1. Voting about people/positions are with Single Transferable Vote
  2. Voting about resolutions by a majority vote
  3. Voting about constitution and license need 2/3 majority
  4. Chairman only votes when membership vote is tied
  5. Online voting should be possible

Who can vote?

  1. Fully paid-up members
  2. Members need to be member for at least 30 days at the time of their vote.

Board

Forming the board

  1. The size of the board will be decided by the AGM
  2. Members of board are elected by members of the Foundation
  3. The board can appoint 1 member to the board for specific expertise
  4. Members of board are elected for 2 years
  5. Board members can stand for re-election for an unlimited amount of terms
  6. Board members are chosen by an equal vote of all members
  7. Candidates for the position of board need to be at least member for 3 months before they can stand for election

Resigning from board

  1. A member of the board can end his/her position by sending a Letter of Resignation to the board.
  2. When a member of the board resigns, the board can appoint a replacement until the next elections. The appointed person can run for board during this election.
  3. A member of the board needs to resign when he/she holds a position with another organization which does not support the aims of the Foundation

Voting

  1. Board reaches a decision with more than half it's members in favor of it.
  2. Every board member has equal voting power
  3. A member of the board excuses him-/herself from discussion and vote when a conflict of interest is present

Open Questions

  • What happens if the normal chair isn't present or has to stand down?

Donations / Charity

Is there anything required for funding etc? None so far ...

  1. The Articles should not hinder us in applying for a charity-status.

Questions to be asked

How are we going to change the AoA?

What fits AoA and what are more standing orders?