Foundation/Special GM14/Proxy voting

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If you cannot cast your vote in person at the AGM, you can vote by e-mail using a procedure called "proxy voting"; it is not a real e-mail vote but instead you ask someone else (an OSMF board member) to vote on your behalf and according to instructions you have given them.

Proxy voting opens on Monday, 01 December 2014 at 17:00 UTC, and closed on Sunday 07 December 2014 at 11:00 UTC.

What you can vote on

There are three agenda items that require a vote from regular members:

Item 1 - Two Special Resolutions that update the Articles of Association

Special Resolution 1 – Term limit

That the articles of association of the Company shall be modified by adding to article 79 the text: "has not reached their term limit as director as set by article 80," after "who is willing to act as a director, " and inserting a new article 80, changing the numbering of the following articles, with the text "80. Directors are subject to a term limit of a maximum of 4 years (48 months). Should the limit be reached within 6 or less months after a scheduled election the director is required to stand down effective the date of the election and is not eligible for re-election. If the term limit is reached during a directors term the director will stand down effective the date of the next election. Any time served as a director, including such prior to the introduction of this article will be counted towards the limit."

Write one of "Yes", "No", or "Abstain". Anything that is not clearly "Yes" or "No" counts as "Abstain".

Special Resolution 2 – Term Limit Reset

That if special resolution 1 is accepted the following text be added to the new article 80 "The accumulated time served against the limit can be set to zero by not serving for at least the same amount of time in one continuous block."

Write one of "Yes", "No", or "Abstain". Anything that is not clearly "Yes" or "No" counts as "Abstain".

Item 2 - One Ordinary Resolution

The board is required to carry out a general meeting with elections within 90 days after the acceptance of this resolution. At least 45 days notice will be given of the meeting. The number of seats available will be calculated to result in 7 directors serving on the board of the Foundation after the election.

Write one of "Yes", "No", or "Abstain". Anything that is not clearly "Yes" or "No" counts as "Abstain".

How to vote

Proxy voting is handled by Paul Norman from the OSMF board, and by Richard Weait and Ilja Zverev who have volunteered as independent scrutineers. Apart from these three people, nobody is going to see your vote; they will independently count the votes, sum them up, and relay the sums to the in-person vote at the AGM.

Send an e-mail to the following address:

Be sure to include the independent scrutineers in the cc: of your message. A message that does not include the cc: will be ignored:

The e-mail body must be the following (replace placeholders written in ALL CAPS with your name and vote):

Proxy and Voting Instructions

For the OpenStreetMap Foundation Special General Meeting to be
held on Sunday the 7th December 2014 in Sutton Coldfield, UK

The undersigned


acting as member of the company hereby appoint the Chairman of the 
meeting as their proxy to represent them at the Special General 
Meeting and to vote in respect of the items on the agenda for the 
meeting in the manner set out below:

Item 1 - Two Special Resolutions

Special Resolution 1

Special Resolution 2

Item 2 - One Ordinary Resolution

Ordinary Resolution

The e-mail must be received at the given address no later than 05:00 UTC on 07 December, 2014.

If you send multiple e-mails, then every new e-mail invalidates the previous one.