I had never considered that a pony may be in the offing... And the web site example is good. There needs to be a balance between getting things done by paying a reasonable amount and Directors going crazy with the cash. Checks and balances.
How do we choose between the options? On Thu, 21 Apr 2016 20:00 SK53, <sk53....@gmail.com> wrote: > A small document setting out a range of options for the Directors > Authority clause. > > Jerry > > Directors Powers Options > > > The basic boilerplate text of the Articles of Association provides that > Directors can exercise all the powers of the Company. In initial > discussions there was a strong consensus that OSM UK should be member led: > broadly that most or all iniatives should orginate with the membership, > with the Directors doing necessary work to facilitate such things. > > > To take a simple example: I would presume OSMUK would want a website. > Agreeing that a website is wanted & needed, then the Directors would need > to have powers to agree a contract & pay the fees, which in turn implies a > bank account etc. Allowing Directors full powers may mean that OSM UK > follows the interests & desires of the Directors rather than those of the > Members. In Rob Nickerson's original survey they were a range of things > suggested and different levels of approval for them. > > > The problem of restricting Directors' powers is that it is not always > clear what powers they may need to perform various tasks. > > > We can split powers into a number of different categories: > > > > - > > Basic powers needed to run the company as a going concern: ability to > have a bank account, pay bills etc. > - > > Entering into contracts. Necessary for many routine activities of a > company, but others may not be routine. > - > > Initiating projects. > > > So far I have conceived of a number of different ways we can express this > in the AoA: > > > > 1. > > *Full powers*. Standard boilerplate text. Easy to do. Downside is that > removing powers may require alterations to AoA, and furthermore restricting > Directors' powers is quite likely to end up being contentious. Any such > process will appear to be a group of members not trusting the Directors. > 2. > > *No powers*. Powers need to be conferred explicitly by the Members. > This is the current draft. Downside is that it is likely to limit Directors > far too much. Such limitation is likely to be particularly troublesome at > the outset. > 3. > > *No powers except those needed for Directors to fulfill legal & > fiduciary duties*. Basically an additional clause added to current > draft. This is an attempt to allow Directors to do necessary things but not > unnecessary ones. Likely to readily twisted for any purpose. > 4. > > *Full powers limited for a term*. As current draft but Directors given > full powers until the first AGM. Directors would be expected to propose > which powers they need at the first AGM. > 5. > > *Full powers, renewable at the AGM*. Again slightly limiting powers & > putting onus on Directors to use them responsibly. Downside is that if > powers are not renewed then back in same problem area of 2. > 6. > > *Powers need to fulfill obligations & resolution of the members*. A > variant of 3, but phrased so that if the Membership votes for everyone to > have a pony; Directors are implicitly granted such powers as needed to > acquire & distribute said ponies. > > > _______________________________________________ > Talk-GB mailing list > Talk-GB@openstreetmap.org > https://lists.openstreetmap.org/listinfo/talk-gb >
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