2013 OSMF Articles of Association Update

These proposals are for a large part based on the deliberations of the defunct AoA working group. We expect to have the major urgend non-controversial items decided on at the 2013 AGM. From a timeframe 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.

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. Further the copanies act requires the board to formally accept members. The OSMF has to date done neither.

Proposal

Modify the AOA to provide for a further membership class that has the same rights as the current members, but does not require publication of the address and the gurantee. 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.

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 pais, asocial behaviour etc).

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 expell members, such decisions can be appealled to the AGM.

Voting rights

Issue

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

Proposal

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

General Meetings

Issue

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

Voting Procedure at General Meetings

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