Annual General Meetings/2019/Suggested AoA Changes revised
This is a wikified page of https://wiki.osmfoundation.org/w/images/b/bd/Suggested_AoA_Changes_revised.pdf
Suggested AoA changes/AGM resolutions
The following changes to the Articles of Association are suggested by the OSMF Board of Directors together with the OSMF Membership Working Group. They will be presented as individual votes on the ballot.Changes are highlighted in bold.
Vote 1: Increase “rejection time frame”
We propose to change §15 of the Articles of Association by allowing the board 30 days(rather than just 7 days) to reject a membership application.
Rationale:This will give the MWG and the board more time to investigate any unusual signup patterns.This will be a yes/no vote on accepting this AoA change.
Vote 2: Increase vote eligibility lead time
We propose to change §75 of the Articles of Association by increasing the time that someone has to be a member before they can participate in a vote (which include selections) from 30 days to 90 days. We also introduce a lead time for having paid the membership fee, and clarify when the day starts.
1. We want to make it less attractive for people to join just because a particular issue is onthe agenda. Requiring 90 days of prior membership means that if someone wants to “game” the system, they need longer planning. This does not make it impossible to “game” the system, but it is one small building block that makes it harder.
2. The “not in arrears 7 days prior to the meeting” rule makes life easier for those whoorganise the election, because they do not have to continue sending ballot emails to old-but-newly-paid-up members until election day.
3. The “day” clarification is necessary because there have been discussions in the past whether the period of X days counts backwards from the exact time of the meeting, or from 0:00 on the day of the meeting.
This will be a yes/no vote on accepting this AoA change.
Vote 3: Introduce board eligibility lead time
We propose to alter §79 of the Articles of Association by introducing a minimum time that someone must have been a member before they can become a board member.
We want to make it more difficult for an organisation to control the OSMF by having their own representatives elected to board positions. Requiring 180 days of prior membership means that if someone wants to “game” the system, they need longer planning. This does not make it impossible to “game” the system, but it is one small building block that makes it harder.
This will be a yes/no vote on accepting this AoA change.
Votes 4, 5, 6: Fixed board terms and term limits
The current system controls the term length in §§33 and 34 of the AoA, stipulating that whenever a board election is held, 1/3 of board members (i.e. 2) have to retire but maystand for re-election. This leads to term lengths of 3 or 4 years (more precisely: 3 or 4 periods, where one period is the time between two elections - it need not always be a year), but term length can be shortened if other board members resign out of turn.
We propose to streamline this by introducing a fixed term length of 2 periods (though slight variations can occur due to the timing of the election), and to cap the maximum time in office of any board member at 6 periods (i.e. being elected three times).
There are several ways of modifying the AoA to achieve this goal. Concerning the term limits, we want to give voters three choices:
(a) no term limits
(b) a 6-period term limit, but being off the board for 2 periods will reset it and you can stand again;
(c) a 6-period term limit that cannot be reset.
Vote 4 will be to change the text above to:
Vote 5 will be to, if vote 4 has been accepted, add the following to §34:
Vote 6 will be to, if votes 4 and 5 have been accepted, remove the “during the most recent eight board elections” from §34 again.
The current system is flawed because neither voters nor the candidate know what the candidate’s period in office will be. Also, our members have (in a 2014 vote) expressed a majority desire to have term limits. We believe that a standard term of two periods makes it easier for OSMF members to commit to the office, and that 6 periods total time in office is an adequate number that will ensure a healthy influx of new people. (The “18 months” number effectively is two periods if the General Meeting is always held in December, but would also allow the General Meeting to move to another date.)
We are, on purpose, not curtailing the board’s prerogative to appoint new directors under§79(2). This means that even someone who is not eligible to stand for re-election could be appointed to be a board member by the board.
The staggered nature of these three votes is necessary to ensure that we do not end up with conflicting results. If votes 4, 5, and 6 pass then we will have strict term limits (option“c” above); if only votes 4 and 5 pass, we will have resettable term limits (option “b” above); and if only vote 4 passes we will have no term limits at all (option "a").
Vote 7: Cosmetic change to §81
We suggest to make a cosmetic change to §81 of the AoA:
Rationale: In the last overhaul of the Articles of Association, the term “Annual General Meeting” was replaced by just “General Meeting” to be in line with the UK Companies Act which had stopped using the term AGM. We forgot to make this change in one spot and we suggest to make the change now.
Vote 8: Fee waiver for mappers/contributors
(This is not an AoA change.)The 2014 AGM has decided on a fee waiver for people who have difficulty in paying the membership fee:
We propose to open up this fee waiver to anyone making substantial contributions to OSM as a mapper or other contributor:
By inviting more active community members to join the OSMF, we become more resilient against mass signups. We believe that even mappers for whom £15 is not a lot of money would be more willing to join if they are offered a free membership due to their good work. Also, active contribution to the project is easier to assess than financial hardship and does not require the applicant to disclose personal information. The potential loss of individual membership fee income is not a threat to our financial stability.
The “financial hardship” rule can be dropped entirely because even today, we expect someone joining under the “financial hardship” rule to demonstrate some sort of contribution, so they would likely be eligible under the new rule as well.