Annual General Meetings/2021/Suggested resolutions

This page includes the wikified content of the suggested resolution and notes. After the 2021 Annual General Meeting it will also contain the results of the votings.

• Articles of Association (AoA) change (special resolution): At least 75% needed to pass and only normal (regular) members can vote.
  

Proposed change to the Articles of Association

The following resolution, proposing

1. a change to the OpenStreetMap Foundation (OSMF) Articles of Association to count time as associate member for board candidacy requirements (special resolution)
   

was suggested by the OSMF Board of Directors for the 15th Annual General Meeting of the OpenStreetMap Foundation.

Vote 1: Count time as associate member for board candidacy requirements (special resolution)

Background

The board discovered an Articles of Association (AoA) oversight during the preparations for last year's elections: People who have been part of the OSMF for a long time, but spent much of that time as associate members, may be prevented from running for the board because they do not formally meet the requirement of having been a member for 180 days. This is because "associate members" are, counter-intuitively, not treated as a subset of "members" in the Articles of Association. The board is considering to propose to the membership a change to paragraph 79 of the Articles of Association.

Past discussions:

• 2021-05-28 Articles of Association: Count time as associate member for board candidacy requirements (vote to propose as AGM resolution)
• 2021-03-26 Articles of Association: Count time as associate member for board candidacy requirements
• 2021-02-12 Updating Articles of Association (mid-month board chat)

Discussion by OSMF members on the osmf-talk* mailing list:

• 2021 April thread
• 2021 March thread

* osmf-talk is the mailing list for OpenStreetMap Foundation members (Join the Foundation). All past messages are available here.

Old:

Any person who has been a member of the Foundation during the full 180 days prior to their appointment, and who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director-

(1) by election at a general meeting; or

(2) by a decision of the directors.

New:

Any person may be appointed as a director who is

(1) eligible to be appointed under these articles

(2) willing to act as a director, and

(3) permitted by law to do so.

A person is eligible to be appointed as a director if they have been a member of the Foundation during the full 28 days immediately prior to their appointment, and have been a member or associate member of the Foundation during the full 180 days immediately prior to their appointment.

Directors may be appointed

(1) by election at a general meeting; or

(2) by a decision of the directors.

Rationale

The OSMF board discovered an oversight in the Articles of Association (AoA) during the preparations for last year’s elections: People who have been part of the OSMF for a long time, but spent much of that time as associate members, may be prevented from running for the board because they do not formally meet the requirement of having been a member for 180 days. This is because “associate members” are not a subset of “members” under the AoA.

We hope that this is a straightforward correction. Directors still need to be regular members, but under the new eligible criteria, they would have time to change their membership status after deciding to stand for election.

Change accepted - Voting result and anonymised ballots

Vote	Result	Anonymised ballots (.ods)
1: Count time as associate member for board candidacy requirements (special resolution)	Passed with 92% Total: 386. Accept: 357. Reject: 28. Empty: 1.	Anonymised ballots