2013 OSMF Articles of Association Update

From OpenStreetMap Foundation

These proposals are for a large part based on the deliberations of the defunct AoA working group. We expect to have the major urgent non-controversial items decided on at the 2013 AGM. From a time frame point of view this implies that a final legal text be available latest beginning of August 2013. Controversial topics may have to be decided at a later date if it becomes clear that no consensus can be reached by roughly June 2013.

The proposals should be considered for discussion and will be modified based on membership input. Once a satisfactory consensus has been reached, a formal legal text will be produced by counsel. The items are listed in a subjective higher to lower priority order.

Please provide your input either on the OSMF talk mailling list or use the discussion page on the OSM wiki

Overall update: change the text to make it gender neutral.

(1)

Membership Classes

Issue

Currently the OSMF members have an unclear status. If they were considered to be members as described in the companies act, the foundation would have to gather complete address information and on request provide such information to members and third parties. The OSMF has to date done neither mainly due to data protection concerns. Further the current articles of association require the board to formally accept members.

Proposal

Modify the AOA to provide for a further membership class that has the same rights with respect to elections and votes as the current members, but does not require publication of the address and provision of the guarantee. Members can choose which class they belong to on joining and renewal of membership. Joining the new membership class does not require formal acceptance by the board.

Notes:

  • board members do have to be members of the company according to the companies act.
  • the new text should include the right of board members and officers to inspect the membership records of all different kind of membership classes.
  • open point: inspection of the member list by members (of all classes)

(2)

Ceasing to be a Member

Issue

The AoA are silent on how membership can be terminated, if at all. This is highly impractical. Further there may be situations in which we would want to exclude individuals from membership (membership fee not paid, asocial behaviour etc) after they have joined which is currently not possible.

Proposal

Modify the AoA to allow members to voluntary renounce their membership by sending a notice to the foundation secretary. Further allow the board to expel members, such decisions can be appealed to the AGM/EGM.

Notes:

  • appeal could be made to a commitee elected by a GM
  • automatic expulsion is membership fee is overdue by more than a year

(3)

Voting rights

Issue

The current AoAs are not clear on if members that have not paid their membership fees are allowed to vote. Further there is no minimum membership duration specified, making it possible to join immediately before an AGM and have voting rights there.

Proposal

Modify AoA to make voting rights dependant on the membership fee for the financial the members membership term in which the AGM/EGM is held being fully paid and received by the foundation and a minimum 30 day membership term.

Note:

  • we currently do not have the membership fees synchronized with the financial year and do not specify this in the AoA, only the minimum membership term will be included in the AoAs
  • a grace period (after the end of the financial year) should be provided for late payment without loosing rights

" clarification the fees for memebr have to paid for the term in which the AGM/EGM is held in

(4)

General Meetings

Issue

There are numerous minor procedural issues that need to be addressed.

Proposal

  • Only resolutions presented in advance in writing will be permitted.
  • Notices should go to all members registered e-mail addresses
  • Notices will also be published on the website of the Foundation.
  • Online voting should be permitted
  • General Meetings is quorate if the lower of one tenth of the membership or twenty-five (25) members are in attendance.
  • The Chairman chairs the meeting. If he/she is not present, someone else of the board will chair the meeting.
  • At a General Meeting, at least half of the board members need to present. Removed since it would allow the board to sabotage GMs at will
  • Meetings can be held via video-conferencing.
  • An EGM can be called by the board, or by a member request supported by at least 10% of the membership.

Further possible changes:

  • 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.

Note: "in advance" for resolutions needs to be concretized (by counsel)

(5)

Voting Procedure at General Meetings

Issue

Given our geographic coverage online voting should be allowed if possible. Further, changes to the AoA should require a larger majority than normal AGM items.

Proposal

Allow online voting in the AoA. Specify a 2/3 majority for AoA changes, simple majority for other items.

(6)

Election Procedure at General Meeting

Issue

Currently votes given to a candidate that is not elected are "lost".

Proposal

Specify STV as election procedure.

(7)

Corporate / Organisational Membership

Issue

The current AoA only allows individuals to become members. There has been interest in allowing legal entities to become members.

Proposal

Create an appropriate membership class with higher membership fees and no/same voting rights.

(8)

Prevention of "hostile" takeovers

Issue

It is conceivable that a third party takes control of the foundation, to make that less attractive measures should be taken to entrench our core values and lock down the assets of the foundation.

Proposal

None to date.

Note: will not be included in this update.