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 “OPENSTREETMAP GAMBIA”)
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 OSMF’s 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).
I’m aware this all in deficit mode, finding flaws rather than being constructive - that’s the nature of due dil, and not a reflection on Jariatou and her colleagues in themselves.