Board/Minutes/2020-10-S2S/Articles of Association

From OpenStreetMap Foundation

Evaluate membership pre-requisites, identify any needed changes/updates

Notes by participants, with minor modifications - might be enriched.

This session took place in parallel with "Improving member and volunteer recruiting". A summary was provided to the other group.

Participants

  • Allan Mustard (Chairperson)
  • Guillaume Rischard (Treasurer)
  • Rory McCann
  • Tobias Knerr

The rest of the board members participated in the parallel session "Improving member and volunteer recruiting".

Biographies.

Objectives/Success

  • Gather suggested amendments
  • Flesh out ideas
    • specifically the 2 first suggestions below

Suggested amendments

Get feedback from OSMF pro bono corporate counsel for exact wording that we would need for an Articles of_ Association (AoA) change and OSM(F) community/membership:

Full membership for active contributors

  • Is it an AoA change?
  • Sec 23 says board can set fee, could be used to set fee of £0
    • Need a general resolution (not AoA change) (50% yes, not 75% yes) of membership at a GM.

Free-to-vote requirement

Requirement that members need to be free to vote for the vote to be valid.

Forbid paying for votes, paying for someone else's membership, vote coercion, voter impersonation, turnout buying, etc.’ ("takeover protection")

Non-board members on committees

That committees can also have non-board members, so long as they are chaired by a board member.

Amendments needing more fleshing out (Board/OSMF internal discussion)

'supporting membership' class

  • e.g. you need to map for 30 days in last year to be allowed vote
    • What counts as a map edit?
      • suggestion: Anything?
      • suggestion: Board decides what counts as a map.
  • Optional for people to choose that supporting role, but board could decide to "downgrade" someone's membership
  • similar process for Active Contributor membership (board votes)
  • Supporting members cannot vote
  • Useful for people who want to support OSMF in a general light way, but won't want to become full members

Additional suggested amendments

Feedback will be asked from pro-bono lawyer/OSM(F) community for the ideas above - not for the ones below yet.

  • Some board composition rules?
    • e.g. "only one board member from Organisation X"
  • Define in AoA the election process (e.g. must stand ~4 wk before) suggested by Nakaner
  • Corporate membership definition?
    • AoA change to define that the corp don't run the org
  • Honorary life membership for major past contributors (limit to one per year)

Decisions

  • Making some AoA changes
    • Ask corporate counsel
    • Ask community

Action items

  • Allan to work with Rory on communicating the AoA change ideas to the membership.
  • Guillaume to work with Rory on writing the goals of a "supporting" membership to send to Francis
  • Rory to
    • ask pro-bono lawyer if we can waive fee for membership w/o needing a AoA change
    • ask pro-bono lawyer for wording for some of these changes

ΑοΑ references

12- No person shall become a member or associate member of the Foundation unless they -

(1) have completed an application in a form approved by the directors;
(2) have paid the appropriate fee;
(3) have not previously been expelled from the Foundation;
(4) are not appealing a resolution to expel by the board; and
(5) their membership account (if they have one) is not in arrears.
13. The board may waive conditions (3) to (5) above.

14- The board may set a different fee, and require different information to be supplied, for applications for membership and associate membership.

23- The board may set fees which vary (including in the manner of their computation) depending on circumstances, including (but not limited to):

(1) the setting of different fees depending on the geographical location of a member or associate member;
(2) setting fees payable by a corporation which are computed by reference to that corporation's economic activity such as turnover or annual profit.

24- Any change to the scale of fees shall not take effect until it is approved by a General Meeting, except that any scale of fees which applied on the adoption of these articles shall continue to apply until a new scale of fees is adopted by the Foundation.

(a)The fees payable by a corporation are set by the board and may be changed with 60 days notice to the membership and associate membership.

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