OSMF Members Request for General Meeting

Notificiation of the request for a general meeting was sent to the board by Simon Poole on or about 11 November 2014 15:39H UTC per irc.oftc.net/#osm "simon-n101: FYI the request for a GM was just sent" Rw (talk) 16:06, 11 November 2014 (UTC)

The Board agreed to hold a general meeting and plans to announce the date on 22 November 2014. The list of resolutions can be amended until then (though on a different wiki page). --Zverik (talk) 08:46, 14 November 2014 (UTC)

Normal members: please add your full name and send me a message from your OSM account, associate members simply add your OSM username.

Explanations:

• Supporting this request does not necessarily mean that you have to agree with all or any of the proposed resolutions, it simply indicates that you want the OSMF membership to hold a vote on them. It should be further noted that the special resolutions require a 75% majority to carry. It is rather unlikely that they will be passed without backing of the board, but we can at least try.

• From a formal legal point of view only regular members will count towards the 5% of the membership required to force the board to accept the request, however supporting this even as an associate member will give the movement more weight.

• It has been pointed out that 4 years limit seems to be at odds with 3 year terms, however the OSMF does not actually have terms in a conventional sense of the word and historically most board members have not served three years in a row. Long term it might be wise to shorten the requirement to be re-elected to every 2nd election.

• The intention of special resolution 2 is that, for example, you have served for 5 years on the board and then take a five year break you then can stand for election with a clean slate.

• The resolution on calling a further meeting is necessary so that the term limits can actually take effect by requiring an election at that meeting, otherwise the board could simply not call a general meeting at all or in 18 months if the changes proposed at the 2014 GM are accepted. The meetings do not require there to be a large organisational overhead as voting can be as simple as sending a proxy by e-mail. Accepting the call for a General Meeting will lead to an election regardless of if the special resolutions are accepted

References Companies Act 2006, Article 303, Companies Act 2006, Article 304, Relevant section of OSMF articles

Request for the Call of a General Meeting

The hereby undersigned members require that the board of directors of the OpenStreetMap Foundation, registration number 05912761 call a general meeting as provided by articles 303 and 304 of the Companies Act 2006 to vote on the following special and normal resolutions:

Special Resolution 1 – Term Limit

That the articles of association of the Company shall be modified by adding to article 79 the text: “has not reached their term limit as director as set by article 80,” after “who is willing to act as a director, “ and inserting a new article 80, changing the numbering of the following articles, with the text “80. Directors are subject to a term limit of a maximum of 4 years (48 months). Should the limit be reached within 6 or less months after a scheduled election the director is required to stand down effective the date of the election and is not eligible for re-election. If the term limit is reached during a directors term the director will stand down effective the date of the next election. Any time served as a director, including such prior to the introduction of this article will be counted towards the limit.”

Special Resolution 2 – Term Limit Reset

That if special resolution 1 is accepted the following text be added to the new article 80 “The accumulated time served against the limit can be set to zero by not serving for at least the same amount of time in one continuous block”.

Resolution – General Meeting with Elections

The board is required to carry out a general meeting with elections within 90 days after the acceptance of this resolution. At least 45 days notice will be given of the meeting. The number of seats available will be calculated to result in 7 directors serving on the board of the Foundation after the election.

Supported by the following members of the OpenStreetMap Foundation

Members (full name)

1. Simon Poole
2. Paul Norman
3. Michael Spreng
4. Sarah Hoffmann
5. Lukas Toggenburger
6. Peter Barth
7. Marc Gehling
8. Ilya Zverev
9. Dietmar Seifert
10. Dan Stowell
11. Kathleen Danielson
12. Tom Hughes
13. Frederik Ramm
14. Martin Koppenhöfer
15. Manfred Stock
16. Chris Fleming
17. Richard Weait
18. Megan Langley Grainger
19. Stefan Keller
20. Marc Zoutendijk
21. Mele(lani) Sax-Barnett
22. Aileen Heal
23. Roland Olbricht
24. Wolfgang Zenker
25. Steven Singer
26. Grant Slater
27. Sergey Leschina
28. Stewart C. Russell
29. Darafei Praliaskouski
30. Max Berger
31. Olaf Kotzte
32. Michael Kugelmann
33. Roman Härdi
34. Holger Schöner
35. Stephan Knauß
36. Alexander Minges

Associated Members (OSM user id)

1. TheFive
2. HeikoE
3. 42429
4. ColinMarquardt
5. richlv
6. nebulon42
7. wille