Last year I pushed a resolution to change the membership fees of OSM UK at very short notice. The OSM UK members rightly (albeit much to my frustration at the time) rejected this resolution at the OSM UK general meeting. The following year, we started discussing fees much earlier and the members subsequently accepted a resolution this time around.

This week, posts to osmf-talk indicate that the OSMF board is considering a number of resolutions for their general meeting. These resolutions are much more complicated than a simple change in membership fee as they relate to changes to the Articles of Association to help prevent “evil takeover”. You would therefore expect significantly more upfront discussion. Changes to the Articles of Association shouldn’t be taken lightly as they can have weird, unforeseen consequences so you would also expect legal advise to be sought well in advance and some sort of summary of this to be presented to the members. This should occur in advance of a final decision as to what should go onto into the general meeting notice for voting.

Now I fully support provisions that help protect the OSMF; in fact I have been proposing options to the OSMF for at least 2 years. However I doubt many of us our experts in the field (our intelligence lies mainly in other domains). Are we even sure that an AoA change is the right option? You may get much more protection from other changes such as changing the companies status from the current “Ltd” organisation to something more suited to a non-profit organisation.

Perhaps there is a middle ground involving putting a policy to the vote at an AGM, or something similar. [quote from Andy Allan]

Yes. Here is a proposed Ordinary Resolution which would require just 50% of the vote to pass:

Proposed Resolution: That the board must undertake an assessment of the options that would provide greater protection to OSMF from a hostile takeover. The assessment should include a review of provisions in the Articles of Association and also other options that are available including a change of status. The assessment should consider both the legal implications but also any consequences to the health of the OpenStreetMap community. Professional legal advise should be sought and a summary of the findings must be presented back to the members no later than 30 June 2021.

The board would be bound by this and once the members and the board are fully armed with all the relevant info we can then take the next step. This next step could come from the board or be driven by the members.