Loomio

First Business Meeting Notice and Agenda

BP
Brian Prangle Public Seen by 542

NB THIS IS NOT THE OFFICIAL NOTICE REQUIRED BY THE COMPANIES ACT JUST A DRAFT FOR COMMENT

The initial general meeting of OpenSreetMap UK CIC Ltd will take place on Wednesday February 22nd 2017 at 8pm
The venue is a telephone conference call, details of which are below.
Thanks are due to Wikimedia UK for making this facility available to us

THE PIN NUMBER FOR GENERAL CALLS IS (TO BE INSERTED IN THE NOTICE TO MEMBERS, REDACTED FROM PUBLIC DISCUSSION DOCUMENT)
There are several ways to get into our conference room.
• From a land line or Skype: 0800 229 0995 (costs covered by WMUK)
• From a mobile: 0330 336 2206 (in order to use free minutes rather than paying to call 0800)
• If you want to pay the cost of the call yourself: 0844 762 0 762 (4.3p per minute during the day, 1.7p/minute after 6pm and on weekends)

AGENDA
The meeting will be chaired by one of the Directors, who will have agreed beforehand who this will be.
1.Welcome.
2.To identify and agree the attendance of any non-members present.
3. To accept the resignations of all the founding Directors (Rob Nickerson, Adam Hoyle, Brian Prangle,Gre Marler and Robert Whitakker) and thank them for their services.
4. To appoint as new Directors Brian Prangle, Jonathan Harley, Greg Marler, Rob Nickerson, and Adam Hoyle, these being the only nominations received.
5. Resolution 1: The Financial Year of the Company shall commence on April 1st and run until March 31st
6. Resolution 2: To establish the "Cooperative Bank Social Enterprise Directplus Account" as the main bank account of the Company subject to all Directors meeting the criteria and appropriate due diligence.
7. Resolution 3: As permitted by Article 6.6, the Company affiliates to the OpenStreetMap Foundation as a local chapter.
8. Resolution 4: Membership fees are set until further notice as:
1. Members £5 per annum
2. Associate members:
2.1 SMEs (annual turnover< £5m) together with public bodies, charities and other not-for-profit organisations £50 per annum.
2.2 Corporate for-profit organisations (annual turnover>£5m) £500 per annum.
3. To take effect once a payment system has been established.
9. Any Other Business (any decisions are non-binding)

For those members who cannot attend in person and who wish to enter a proxy vote, please send your votes before the meeting starts to Jonathan Harley who will exercise them at the meeting (insert email address here) using the following template. Members eligible to vote are those whose membership was valid 30 days prior to the date of the General meeting

(Loomio has screwed up a Word table here)
FOR AGAINST
Appoint Jonathan Harley as Director

Appoint Adam Hoyle as Director

Appoint Greg Marler as Director

Appoint Brian Prangle as Director

Appoint Rob Nickerson as Director

Resolution 1

Resolution 2

Resolution 3

Resolution 4

BP

Brian Prangle Wed 1 Feb 2017

For those of you wondeirng why any decisions under AOB are non-binding this is to protect the company from being "ambushed" and denying members who were not in attendance their rights (basically all members have to be given 14 days notice of anything that needs a decision so they can exercise a proxy vote if they cannot attend)

R

RobJN Wed 1 Feb 2017

Looks good. One small edit - last time we used the t-con Shaun informed us that 0800 numbers are now free from mobile. I suggest we just provide the 0800 number.

JH

Jon Harley Thu 2 Feb 2017

Do ALL our members have email? If not you can list my office address for postal proxy votes (SpiffyMap Ltd, The Venture Centre, Sir William Lyons Road, Coventry CV4 7EZ). However one suspects anyone involved in OSM would have email (needed to sign up to OSM, right?) so I guess it would be reasonable to say email only. To avoid spam to my personal address I've set up proxy@spiffymap.com for receiving proxy votes.

JH

Jon Harley Thu 2 Feb 2017

Oh, just spotted a typo "OpenSreetMap" on the first line

R

RobJN Sat 4 Feb 2017

Yes, all have email addresses so far.

@brian If you can send me the final document this weekend (as a word doc) I will send it out to the members. I'll see if I can make it into a pdf with form elements (checkouts, ability to fill in name, etc).

R

RobJN Mon 6 Feb 2017

Here is the draft form that I will send out on Tuesday. I have made it into a fillable form and have pre-populated with Jon's details. If this needs changing to Andrew, just let me know. http://osmuk.org/wp-content/uploads/2017/02/OSMUK-Agenda-Feb2017.pdf

JH

Jon Harley Tue 7 Feb 2017

Typo: ABTAIN should be ABSTAIN

GM(

In the timings thread, @brian said "where the outgoing directors run the meeting until the agenda item of election/appointment which I'm tending to think should go last"

In this case, it hopefully only affects appointment of Jon. To set a precedent, the notice could include: "Except when specified, director changes and resolutions take affect [immediately | at the close of the meeting]"?
Personally I prefer the latter ending.

Typo: resignations include "Gre Marler".

GM(

It seems Loomio saved a draft comment I made just before the meeting, but didn't post it.

I kept minutes of the meeting on hackpad (with a little help from Rob N)
https://hackpad.com/OSM-UK-CIC-AGM-2017-Xz2QmiIDccu

Now the meeting has passed, please don't edit the minutes unless it's to correct a typo such as a misspelt name. The minutes will get published to the website and be considered "draft" until we next have an (A)GM that approves them.