One of the eligibility criteria for an OSMF local chapter is open membership, which should allow for easy and mass membership and democratic participation in decision-making processes.
I just read the constitution document, and it states that mandatory registration payment and subscription fees are required to join as a member.
I would like to ask about how other already established local chapters practice the principle of open, easy, and widespread membership? Because I personally think that OSMF membership is more accommodating to this principle (due to its active contributor membership program) than this local chapter.
The application says there are 6 board members, but the constiution (art. 8) says there must be 9. (BTW Art. 11 is stuck between 7 & 8). Does this organisation have enough board members?
The Community Bye Laws say one can join through Telegram or Twitter, but does not mention which twitter account or Telegram group. It also refers to a website which doesnât exist yet. Is this organisation open for new members or not? I donât think using Telegram or Twitter should be a requirement for an OSMF LC.
Are the addresses in the Consitution & Bye Laws the same address? Is the structure of the Board the same in both? Constition says there must be 9, Byelaws says between 3 and 7.
The Byelaws has some language which I canât fully understand.
(emphasis mine)
The âWith âŚâ sentance is hard to parse. Does it mean that membership is only open students of those 2(?) universities?
The organisation is 2 years old and no financial documents have been provided.
Membership can be too open, easy and widespread. In my view local chapters should always be able to restrict membership to people with a genuine and bona fide interest in the success of the map.
It appears there is no discretion for the board to refuse membership: any person who applies and pays the fee must be admitted - Article 6(i). It appears there is no means of the organisation expelling a member. Members cannot leave by resigning, either.
The certificate of incorporation states it is incorporated under the Companies Act 2013. A PDF copy of the Act (which of course may not be accurate) makes no mention of âcharitable organisationâ as a species of corporation.
The certificate states that it is issued âpursuant to section 22(5)â, but the certificate does not comply with the requirements of section 22(5) in that purported copy of the Act.
Are these the bye-laws of the same organisation?
** The name is different.
** The address appears (from the UK) not to be in Kanifing South, as the Constitution specifies.
There are a few things I would expect to see in the constitution of a charitable/non-profit organisation that I donât see in either of these documents, but those may be dealt with in the primary legislation.
I see this Constitution is almost identical to one submitted by a OpenStreetMap Uganda, and now listed in Closed applications.
Thereâs no link that I can see to the discussion on that application or reasons why itâs closed. If anyone has details they might be useful here, too?
MapUgandaâs application was declined in Feb 2021 (after a ~4 year process) due to their commercial activities.
Itâs possible the constitutions are similar. But I presume all constitutions for small organisations will be very similar, so I wouldnât consider that relevant.
Hi, Jariatou here. Iâm a bit confused about your question regarding the trade registry entry. Is this directed towards the OpenStreetMap Foundation (OSMF) or the OpenStreetMap Gambia Chapter?
To clarify things: the registration of OpenStreetMap Gambia under the Gambia Ministry of Justice follows the framework for organizations in The Gambia. Associations, foundations, and registrations are handled under one umbrella.
As for the name, itâs âOpenStreetMap Gambiaâ both in the constitution and the bylaws. At the time of registration, we were situated in Kanifing, as the constitution specifies. However, we have since moved to Jokkolabs, where our project hub is now located in Bakau, still in The Gambia.
The idea behind creating the OpenStreetMap Gambia Chapter is that many of us were previously active with YouthMappers, and after completing university, we wanted to continue our efforts through this new chapter. While the majority of the founding members are from the University of The Gambia, membership is open to everyone, not just university students.
Regarding financial documents, we havenât undertaken any funded projects yet. Currently, all activities are run on a voluntary basis, which is why there havenât been any financial reports to provide at this stage.
Thank you Jaria for giving more context to the application. Would you have an activity report on the volunteer activities done since the creation of OSM Gambia in March 2022? This would help to know the organization better. Generally, local OSM organizations apply for the OSMF LC after many years of experience.
Are you not under a legal obligation to file financial reports the government?
The constitution refers to members having to pay a membership fees (Articles 19.3 & 6). A financial report that says (e.g.) âWe made âŹ50 this year in membership fees. Thatâs it.â is fine.
The Constitution also refers to annual general meetings, where the board presents a Statements of Accounts from the Treasurer.
Aspects of that question are for OSMF, but mostly itâs for OSMG. OSMF seems to have mislabelled the certificate of incorporation as a âtrade registry entryâ. To take OSMF itself, it is a company limited by guarantee, it has a trade registry entry here, a certificate of incorporation here, and its governing law is the UKâs Companies Act 2006, here.
To give more detail on my questions:
The certificate of incorporation states that âOPENSTREETMAP GAMBIA IS INCORPORATED UNDER THE COMPANIES ACT 2013â, and references âsection 22(5)â. It gives the type of entity as âA CHARITABLE ORGANISATION (ASSOCIATION/ FOUNDATION)â.
Assuming that PDF copy of the Gambian Companies Act 2013 is accurate, the Act gives only the following as types of company that may be formed (at s. 7): âlimited by sharesâ, âlimited by guaranteeâ, and âunlimitedâ. (For what itâs worth, this and many other provisions of the Gambian Act exactly mirror the UK company system, which Iâm pretty familar with.) There is no direct mention of âcharitable organisationâ as mentioned in the certificate of incorporation. Hence my question of which law governs OpenStreetMap Gambia.
The Act does allow for companies to be registered for promoting charity, but states that they are to be registered as companies limited by guarantee: s. 12(1). Perhaps OSMG is a company limited by guarantee and this is not stated in the certificate?
The certificate states that it is issued âpursuant to s. 22(5)â. In the PDF that subsection does deal with the issue of a certificate of incorporation, but requires the following to be stated in the certificate:
That the company is incorporated - section 22(5)(a)
If itâs a limited company, that the liability of members is limited (b)
If itâs a limited company, whether it is limited by shares or by guarantee (b)
Whether the company is public or private. (e)
On the certificate of incorporation submitted I can see only 1. referenced.
I donât think thatâs the case: the bylaws state âThe name of this organiSation shall be the OpenStreetMap Gambia Communityâ, and this is also the name given in the title. The incorporation certificate gives the name of the entity as âOPENSTREETMAP GAMBIAâ.
Further, I would suggest the bylaws read more like the articles of association for a separate organisation than as bylaws for the entity for which the certificate of incorporation was issued. As amapanda has pointed out, the bylaws appear not to supplement the articles, but to contradict them. As far as I can see, the bylaws donât reference the articles at all.
(Itâs just occurred to me that âbylawsâ has a different meaning in UK (and Irish) versus US law. In the US, bylaws are more or less all the internal rules. In the UK, they supplement the Articles of Association as derivative, secondary rules. I assume the Gambian system more closely matches the UK, given that was the operating law for a long time?)
Some clarification of these mismatches would be welcome.
In my opinion the governance of Openstreetmap Gambia is not strong enough to merit approval as a local chapter at this stage.
Selection of observations on the Articles (ignoring the Bylaws, because on my read they cannot apply to the entity âOPENSTREETMAP GAMBIAâ)
These all follow from my belief that governance of non-profits is even more important than governance in for-profits.
Restating:
The Articles do not state that the liability of the members is limited. Besides exposing members to liability, it would appear this is inconsistent with the Companies Act requirements: s. 7(1)(b) read with s. 12(1).
In my opinion, the large number of administrative organs (Article 7) is inappropriate in a small organisation, and probably unworkable in practice. The same can be said for prescriptive roles for members of the board (Arts 8 & 9) and prescribed calendar of meetings (Art 14). Quorum for the Quarterly Board Meeting is ambiguous (Art. 18-iii).
The distinction between the AGM and the General Assembly is unclear.
There is no power for members to summon a General Assembly/General Meeting: they must wait for the AGM, or depend on the board to call one. In my opinion, this gives the board too much power for a mass-membership organisation.
Removal of the board requires 2/3 of the members to sign a petition. IMO this is far too high a threshold, both in terms of the number of members needed, and the effort required by each member to exert their rights. (Art. 15?)
Even then, the board is not removed immediately, but the Chairman can decide whether to call a meeting (of which organ is not stated), or to proceed to an election. IMO this gives the Chairman too much power: the Chairperson is one of the Executive whose removal is sought, and by a clear majority of the members. For comparison, only 5% of OSMF members are needed to summon a meeting, which must be called within seven weeks. A simple majority suffices to remove a director - and if obtained in writing (as these Articles require), this would be effective without a meeting.
Sources of income appear (as with OSM Uganda?) to envisage a considerable commercial element (Article 19).
Articles 25 & 26 nearly meet the requirements of the Companies Act s. 12, but do not at present do so. They nearly fit with OSMFâs own provisions as to use of assets, but do not quite do so. It would be better (in both respects) if the articles required the income and property of the company to be applied to the promotion of its objects (not to the promotion of the company as at present); and if this were expressed negatively (as in s. 12).
Iâm aware this all in deficit mode, finding flaws rather than being constructive - thatâs the nature of due dil, and not a reflection on Jariatou and her colleagues in themselves.
According to the process outlined on the OSMF website, by now the board will have voted on a review by LCCWG of this application. Has that happened, and if so, can you share the review and the boardâs deliberations?
the LCCWG will meet and review the community consultation discussions which are inputs to the board recommendation. Vote and deliberations of the board has not happened yet since there is no recommendation from LCCWG
Ah thanks, I was working from the âshort versionâ of the process at the head of that page. The tabulated version makes it clearer and fits with what youâve said.
It would be useful to have LCCWGâs reasoning on eligibility (step 3 of the table).
The community bylaws should link to those channels. I forgot to mention, in lieu of the non-working website and as recommended, they have created an OSM wiki which included links to Telegram and Twitter: OpenStreetMap Gambia - OpenStreetMap Wiki
