EU Articles of Association Pass 2

First Pass at the EU Articles of Association

The Board and Admin Staff did the first pass at modifying the original Lawyers version of the Articles of Association. The first pass removed all references to the two classes of member system. We eliminated Full Members and Associate Members so now just have members. We also removed any possibility for corporate entities to be a member. It also clarified language and made process simpler. Qualification times for voting and being elected a Director have been simplified to 180 days.

Some procceses remain complicated. Proxy voting, which is seldom used, is a big complex section. We could just omit proxy voting altogether. Your comments will help to make that decision.

Link to First Pass at the EU Articles of Association This page is on the Board Private Wiki so will not work for anyone except Board Members.

Second Pass at the EU Articles of Association.

The old (current) United Kingdom AoA can be found here.

The Header on the new AoA has a first column that gives two or more numbers. The top number(s) are from the new AoA and the bottom number is the old (existing) UK AoA. Most of the old UK AoA has been included in the new one, often the exact wording was used.

Missing Sections: The new AoA does not include old AoA content from Sections 1, 2, 4, 6, 10, 11, 30, 37, 77, 83, 84, 92, 93, 95, 96, 97, 98,99, 100, 101. In all cases the omission seems sensible.

Instructions for Reviewers

Board Version

The Board Version in the left column is the text that emerged from Pass 1 and now is the basis for comments. It will not be changed in this round of commenting.

Pass 2 Version

As people propose changes on the discussion page the right hand column will be edited to reflect the changes. Notes on the changes will appear in blue between the two text columns. If you are opposed to a change please make a comment under your login account on the Discussion page. Please don't edit the right hand column yourself - stick to making comments on the Discussion page.

Commenting

Please put all your comments into the Discussion page which is a tabbed option on the top left of this Wiki page.

Please group your comments under your login name.

Try to group and order your comments by the section numbers of the proposed AoA.

You can sign and timestamp your comments at the end by ending with four consecutive tildes. A tilde is ~ and is normally top left on your keyboard. There is a macro that inserts your account and the timestamp if you do that.

Pass 3 Version

We might continue with a further version for editing. At this time we don't know if that will be needed.

Useful External Sites

See this link for a guide on moving from UK to BE

See this link on AISBL associations in Belgium written by FreeCAD.

See this link on non-profit Associations in Belgium, Germany, Ireland and France. */

On The Name of the Organisation

The "OSM Foundation" would become "OpenStreetMap International non-profit Association" but we can refer to it informally as OpenStreetMap.

The term "Foundation" is reserved in Belgian law for a different non-profit structure so we can't use it.

Belgium is French/Dutch bilingual (with an occasional nod to a German minority) so the type of association is called Internationale vereniging zonder winstoogmerk (Dutch, often abbreviated IVZW) or Association internationale sans but lucratif (French, often abbreviated AISBL).

Section 1: Name, Purpose and Registered Office

ARTICLES OF ASSOCIATION OF OPENSTREET MAP INTERNATIONAL NON-PROFIT ASSOCIATION

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
1	NAME, PURPOSE AND REGISTERED OFFICE	...	NAME, PURPOSE AND REGISTERED OFFICE
1.1	The name of the international non-profit association is ‘OpenStreetMap’ (the “Association”).	...	The name of the international non-profit association is ‘OpenStreetMap’ (the “Association”).
1.2 UK 3	The international purpose of the Association is to encourage the growth, development and distribution of free geospatial data; and provide geospatial data for anybody to use and share.	...	The international purpose of the Association is to encourage the growth, development and distribution of free geospatial data; and provide geospatial data for anybody to use and share.
1.3. UK 5	The Association can perform all activities that are directly or indirectly related to its purpose.	...	The Association can perform all activities that are directly or indirectly related to its purpose.
1.4.	In pursuing the activities of the Association, the members seek no direct material benefits whatsoever, nor assign anything to the Association with the purpose of procuring a direct material benefit to the members.	...	In pursuing the activities of the Association, the members seek no direct material benefits whatsoever, nor assign anything to the Association with the purpose of procuring a direct material benefit to the members.
1.5.	The registered office of the Association is located in the Brussels Capital Region. By simple decision of the Board of Directors, the registered office of the Association can be transferred to any location in Belgium.	...	The registered office of the Association is located in the Brussels Capital Region. By simple decision of the Board of Directors, the registered office of the Association can be transferred to any location in Belgium.
1.6. UK 7	The income and funds of the Association shall be applied solely towards the promotion of the purpose of the Association. No part of the income or capital shall be paid or transferred, directly or indirectly, to the members of the Association, whether by way of dividend or bonus otherwise in the form of profit. This shall not prevent the payment of: reasonable and proper remuneration to any officer, employee, or member of the Association in return for any services provided to the Association; a reasonable rate of interest on money lent to the Association; reasonable rent for property let to the Association; expenses to Directors, members, employees, and volunteers of the association; premiums on the directors indemnity insurance referred; donations to organisations and persons aligned with and promoting the international purpose of the Association.	...	The income and funds of the Association shall be applied solely towards the promotion of the purpose of the Association. No part of the income or capital shall be paid or transferred, directly or indirectly, to the members of the Association, whether by way of dividend or bonus otherwise in the form of profit. This shall not prevent the payment of: reasonable and proper remuneration to any officer, employee, or member of the Association in return for any services provided to the Association; a reasonable rate of interest on money lent to the Association; reasonable rent for property let to the Association; expenses to Directors, members, employees, and volunteers of the association; premiums on the directors indemnity insurance referred; donations to organisations and persons aligned with and promoting the international purpose of the Association.

Section 2: Membership

Describes the types of members, fees to be paid and register to be kept.

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
2.	MEMBERSHIP	...	MEMBERSHIP
...	Member status	...	Member Status
2.1.	The Association shall have 1 class of members : Members.	...	The Association shall have 1 class of members : Members.
2.2.	A Member has voting rights and has the rights and obligations set out in these Articles of Association and the Member Policy of the Association is attached as Appendix 1. A condition of being a Member is that the Member accepts these Articles of Association and the Member Policy of the Association as attached as Appendix 1. There shall be no limit on the number of Members.	...	A Member has voting rights and has the rights and obligations set out in these Articles of Association and the Member Policy of the Association is attached as Appendix 1. A condition of being a Member is that the Member accepts these Articles of Association and the Member Policy of the Association as attached as Appendix 1. There shall be no limit on the number of Members.

Fees

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Fees	...	Fees
2.4. UK 22	The Board of Directors shall set a scale of fees for the Members and the period (for example annually) for which those fees apply.	...	The Board of Directors shall set a scale of fees for the Members and the period (for example annually) for which those fees apply.
2.5. UK 23	The Board of Directors may set fees which vary (including in the manner of their computation) depending on circumstances, including (but not limited to) the setting of different fees depending on the geographical location of a Member.	...	The Board of Directors may set fees which vary (including in the manner of their computation) depending on circumstances, including (but not limited to) the setting of different fees depending on the geographical location of a Member.
2.6. UK 24	Any change to the scale of fees shall not take effect until it is approved by a General Meeting, except that any scale of fees which applied on the adoption of these Articles of Association shall continue to apply until a new scale of fees is adopted by the Association.	...	Any change to the scale of fees shall not take effect until it is approved by a General Meeting, except that any scale of fees which applied on the adoption of these Articles of Association shall continue to apply until a new scale of fees is adopted by the Association.
2.7. UK 25	Unless the Board of Directors otherwise provides, fees shall be payable in advance.	...	Unless the Board of Directors otherwise provides, fees shall be payable in advance.
2.8. UK 26	A Member’s "membership account" represents any sums owed by that person (or held to their credit if there was an overpayment) for any period of membership of that Member however long in the past.	...	A Member’s "membership account" represents any sums owed by that person (or held to their credit if there was an overpayment) for any period of membership of that Member however long in the past.

Register of members

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Register of members	...	Register of Members
2.9.	The Board of Directors shall maintain a register of members of the Association. Only Members shall have access to this register of members of the Association, insofar all relevant privacy and data protection laws are complied with, the Member requesting a copy agrees to such reasonable conditions imposed by the Board of Directors and the Board of Directors is satisfied that the register of Members will not be supplied to any person who is not a member.	...	The Board of Directors shall maintain a register of members of the Association. Only Members shall have access to this register of members of the Association, insofar all relevant privacy and data protection laws are complied with, the Member requesting a copy agrees to such reasonable conditions imposed by the Board of Directors and the Board of Directors is satisfied that the register of Members will not be supplied to any person who is not a Member.

Section 3: General Meeting

Describes the powers, proceedings, chairing and quorum of the general meeting

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
3.	GENERAL MEETING	...	GENERAL MEETING
...	General	...	General
3.1.	The Association’s highest decision-making body is the General Assembly of the Association. The General Assembly has the following powers, which shall be exclusively exercised by the General Assembly and will not be delegated: Approval of the statutory accounts of the preceding financial year, the annual budget for the next financial year and the annual report of the Board of Directors; Appointment and revocation of members of the Board of Directors, including the acceptance or refusal of their resignation; If applicable, the appointment of the statutory auditor and the approval of the fees of the statutory auditor; Discharge of the directors and, if applicable, discharge of the statutory auditor; and Dissolution of the Association and amendment of the articles of association.	...	The Association’s highest decision-making body is the General Assembly of the Association. The General Assembly has the following powers, which shall be exclusively exercised by the General Assembly and will not be delegated: Approval of the statutory accounts of the preceding financial year, the annual budget for the next financial year and the annual report of the Board of Directors; Appointment and revocation of members of the Board of Directors, including the acceptance or refusal of their resignation; If applicable, the appointment of the statutory auditor and the approval of the fees of the statutory auditor; Discharge of the directors and, if applicable, discharge of the statutory auditor; and Dissolution of the Association and amendment of the articles of association.

Proceeding of the General Meeting

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Proceeding of the General Meeting	...	Proceeding of the General Meeting
3.2.	The Annual General Meeting shall be held no later than six (6) months after the end of the Association’s financial year, at a time decided by the Board of Directors. An Extraordinary General Meeting may be held at any time if requested by the Board of Directors or at least 10% of the Members. The Annual General Meeting shall be held at such place as may be determined from time to time by the Board of Directors.	Our financial year ends on Dec 31. Belgian legal requirement then puts the Annual General Meeting into the period 1 January to 30 June. We normally hold elections at the AGM, so the election date will have to move as well. We are not required to hold elections at the AGM - it could be done at a second "Extraordinary" General Meeting of members.	The Annual General Meeting shall be held no later than six (6) months after the end of the Association’s financial year, at a time decided by the Board of Directors. An Extraordinary General Meeting may be held at any time if requested by the Board of Directors or at least 10% of the Members. The Annual General Meeting shall be held at such place as may be determined from time to time by the Board of Directors.
3.3.	Written notice of the General Meeting shall be given not less than fifteen (15) days nor more than six (6) weeks before the date on which the General Meeting is to be held, to each Member. The notice of a General Meeting shall state the place, date and hour of the meeting. If Members may attend by means of remote communication, the notice to attend shall include information on such means.	Belgian law requires that the General Meeting is linked to a physical place where the secretariat sit and do the minutes.	Written notice of the General Meeting shall be given not less than fifteen (15) days nor more than six (6) weeks before the date on which the General Meeting is to be held, to each Member. The notice of a General Meeting shall state the place, date and hour of the meeting. If Members may attend by means of remote communication, the notice to attend shall include information on such means.
3.4.	The notice to attend shall also contain a proposed agenda for the General Meeting. In the proposed agenda, the Board of Directors shall clearly state the matters to be addressed at the meeting. The main content of each proposal submitted shall be stated, unless the proposal involves a matter of minor significance to the Association. Where a matter relates to an alteration of the Articles of Association of the Association, the main contents of the proposed alteration shall always be stated. The Board of Directors shall verify whether or not a change to the Articles of Association requires a notarial deed.	...	The notice to attend shall also contain a proposed agenda for the General Meeting. In the proposed agenda, the Board of Directors shall clearly state the matters to be addressed at the meeting. The main content of each proposal submitted shall be stated, unless the proposal involves a matter of minor significance to the Association. Where a matter relates to an alteration of the Articles of Association of the Association, the main contents of the proposed alteration shall always be stated. The Board of Directors shall verify whether or not a change to the Articles of Association requires a notarial deed.

Proceeding of the General Meeting continued

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
3.5.	The Secretary of the Board of Directors shall send a notice to each Member entitled to attend the General Meeting whose email or other electronic address is known to the Association. The list shall only include active members per the date of the General Meeting, and shall not include any Members who have given notice of termination or whose membership has expired or whose membership has been terminated.	...	The Secretary of the Board of Directors shall send a notice to each Member entitled to attend the General Meeting whose email or other electronic address is known to the Association. The list shall only include active members per the date of the General Meeting, and shall not include any Members who have given notice of termination or whose membership has expired or whose membership has been terminated.
3.6. Was 3.5A.	Any group of 20 or more members may propose a resolution for the consideration of the General Meeting provided that: The proposing members must each be eligible to vote on day of the General Meeting. The resolution and supporting documents must be delivered to the Secretary at least 6 weeks before the date of the General Meeting to allow inclusion of the resolution in the agenda. The Board may decide to not include the proposed resolution in the agenda. Any such refusals must be reported to the General Meeting. The manner of voting on the resolution shall be determined by the Board.	...	Any group of 20 or more members may propose a resolution for the consideration of the General Meeting provided that: The proposing members must each be eligible to vote on day of the General Meeting. The resolution and supporting documents must be delivered to the Secretary at least 6 weeks before the date of the General Meeting to allow inclusion of the resolution in the agenda. The Board may decide to not include the proposed resolution in the agenda. Any such refusals must be reported to the General Meeting. The manner of voting on the resolution shall be determined by the Board.
3.7.	A meeting of the General Meeting can take place electronically in accordance with Article 10:7/1 of the Belgian Code of Companies and Associations.	Art. 10:7/1.[1 § 1. The administrative body may provide for the possibility of members participating remotely in the general meeting by means of an electronic communication facility made available by AISBL. For the purposes of quorum and majority requirements, members who participate in the General Meeting in this way are deemed to be present at the place where the General Meeting is held. Link here Belgium Official Gazette	A meeting of the General Meeting can take place electronically in accordance with Article 10:7/1 of the Belgian Code of Companies and Associations.

Adjourning the General Meeting

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Adjourning the General Meeting	...	Adjourning the General Meeting
3.8. UK 51	If the Members attending a General Meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present for more than 5 continuous minutes, the chairperson of the meeting must adjourn it.	...	If the Members attending a General Meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present for more than 5 continuous minutes, the chairperson of the meeting must adjourn it.
3.9. UK 52	The chairperson of the meeting may adjourn a General Meeting at which a quorum is present if: the meeting consents to an adjournment, or it appears to the chairperson of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.	...	The chairperson of the meeting may adjourn a General Meeting at which a quorum is present if: the meeting consents to an adjournment, or it appears to the chairperson of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
3.10. UK 53	The chairperson of the meeting must adjourn a General Meeting if directed to do so by the meeting.	...	The chairperson of the meeting must adjourn a General Meeting if directed to do so by the meeting.
3.11. UK 54	When adjourning a General Meeting, the chairperson of the meeting must: either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and have regard to any directions as to the time and place of any adjournment which have been given by the meeting.	...	When adjourning a General Meeting, the chairperson of the meeting must: either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
3.12. UK 55	If the continuation of the adjourned meeting is to take place more than 14 days after it was adjourned, the Association must give at least 7 days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given): to the same persons to whom notice of the Association’s General Meetings is required to be given, and containing the same information which such notice is required to contain.	...	If the continuation of the adjourned meeting is to take place more than 14 days after it was adjourned, the Association must give at least 7 days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given): to the same persons to whom notice of the Association’s General Meetings is required to be given, and containing the same information which such notice is required to contain.
3.13. UK 56	No business may be transacted at an adjourned General Meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.	...	No business may be transacted at an adjourned General Meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

Chairing General Meetings

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Chairing General Meetings	...	Chairing General Meetings
3.14. UK 45	If the directors have appointed a chairperson of the meeting, the chairperson of the meeting shall chair General Meetings if present and willing to do so.	...	If the directors have appointed a chairperson of the meeting, the chairperson of the meeting shall chair General Meetings if present and willing to do so.
3.15. UK 46	If the directors have not appointed a chairperson of the meeting, or if the chairperson of the meeting is unwilling to chair the meeting or is not present at the time at which a meeting was due to start: the directors present, or (if no directors are present), the meeting, must appoint a director or member to chair the meeting, and the appointment of the chairperson of the meeting must be the first business of the meeting.	...	If the directors have not appointed a chairperson of the meeting, or if the chairperson of the meeting is unwilling to chair the meeting or is not present at the time at which a meeting was due to start: the directors present, or (if no directors are present), the meeting, must appoint a director or member to chair the meeting, and the appointment of the chairperson of the meeting must be the first business of the meeting.

Attendance and speaking at General Meetings

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Attendance and speaking at General Meetings	...	Attendance and speaking at General Meetings
3.16. UK 38	A person is able to exercise the right to speak at a General Meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.	....	A person is able to exercise the right to speak at a General Meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
3.17. UK 39	A person is able to exercise the right to vote at a General Meeting when: that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.	...	A person is able to exercise the right to vote at a General Meeting when: that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
3.18. UK 40	The directors may make whatever arrangements they consider appropriate to enable those attending a General Meeting to exercise their rights to speak or vote at it.	...	The directors may make whatever arrangements they consider appropriate to enable those attending a General Meeting to exercise their rights to speak or vote at it.
...	Attendance and speaking by directors and non-members	...	Attendance and speaking by directors and non-members
3.19. Was 3.20. UK 48	Directors and Members may attend and speak at General Meetings.	...	Directors and Members may attend and speak at General Meetings.
3.20. Was 3.21. UK 49	Directors may invite guests to attend a General Meeting. Guests who are not Members may not speak or vote unless they do so as proxy for a Member.	...	Directors may invite guests to attend a General Meeting. Guests who are not Members may not speak or vote unless they do so as proxy for a Member.
3.21. Was 3.22. UK 50	The chairperson of the meeting may permit other persons who are not members of the Association to attend and speak at a General Meeting.	...	The chairperson of the meeting may permit other persons who are not members of the Association to attend and speak at a General Meeting.

Quorum for General Meetings

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Quorum for General Meetings	...	Quorum for General Meetings
3.22. Was 3.23. UK 43 & UK 44	No business other than the appointment of the chairperson of the meeting is to be transacted at a General Meeting if the persons attending it do not constitute a quorum. A quorum for General Meetings shall be the lesser of: 15 Members; one tenth (rounded up) of the membership of the Association.	...	No business other than the appointment of the chairperson of the meeting is to be transacted at a General Meeting if the persons attending it do not constitute a quorum. A quorum for General Meetings shall be the lesser of: 15 Members; one tenth (rounded up) of the membership of the Association.

Section 4: Voting at General Meeting

Describes general matters, the right to vote, errora and disputes, poll votes, proxy voting.

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
4.	VOTING AT GENERAL MEETINGS	...	VOTING AT GENERAL MEETINGS
...	General	...	General
4.1. UK 57	A resolution put to the vote of a General Meeting may be decided on a show of hands or a poll. If a poll is duly demanded in accordance with the articles then the matter must be decided by a poll.	...	A resolution put to the vote of a General Meeting may be decided on a show of hands or a poll. If a poll is duly demanded in accordance with the articles then the matter must be decided by a poll.
4.2.	The chairperson of the meeting will ensure that minutes of the General Meeting are recorded. The resolutions adopted by the General Meeting need to be recorded in the minutes and the result of the vote needs to be announced by the chairperson of the meeting at the General Meeting and confirmed by at least one other person appointed by the General Meeting among the members present during the General Meeting. The minutes are sent by simple letter or by electronic means to the Members or made available on the Association’s website.	...	The chairperson of the meeting will ensure that minutes of the General Meeting are recorded. The resolutions adopted by the General Meeting need to be recorded in the minutes and the result of the vote needs to be announced by the chairperson of the meeting at the General Meeting and confirmed by at least one other person appointed by the General Meeting among the members present during the General Meeting. The minutes are sent by simple letter or by electronic means to the Members or made available on the Association’s website.

Right to vote at General Meeting

NewAoA Old AoA	Lawyer's Version	Changes	Result
...	Right to vote at General Meeting	...	Right to vote at General Meeting
4.3.	Each Member shall be eligible to cast one (1) vote for each of the matters at the General Meeting.	...	Each Member shall be eligible to cast one (1) vote for each of the matters at the General Meeting.
4.4.	All matters at the General Meeting except the election of the Directors if taking place during the General Meeting, shall be determined by a majority of the votes cast by the Members present in person or represented by proxy and entitled to vote on the matter, except when a different vote is required by these Articles of Association.	...	All matters at the General Meeting except the election of the Directors if taking place during the General Meeting, shall be determined by a majority of the votes cast by the Members present in person or represented by proxy and entitled to vote on the matter, except when a different vote is required by these Articles of Association.
4.5. UK 75	Subject to other provisions of these Articles of Associations, all Members are entitled to attend and vote at the General Meeting provided that: they were a Member throughout the period of 180 days prior to the date on which the meeting is held; and their membership account was not in arrears 7 days prior to the date on which the General Meeting is held. For the purpose of calculating time spans, a “day” is assumed to be a full calendar day in UTC, and the “date” is in UTC.	In an attempt to simplify complex eligibility rules, standardising on 180 days. Membership period before voting to 180 days	Subject to other provisions of these Articles of Associations, all Members are entitled to attend and vote at the General Meeting provided that: they were a Member throughout the period of 180 days prior to the date on which the meeting is held; and their membership account was not in arrears 7 days prior to the date on which the General Meeting is held. For the purpose of calculating time spans, a “day” is assumed to be a full calendar day in UTC, and the “date” is in UTC.

Errors and Disputes

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Errors and disputes	...	Errors and disputes
4.6. Was 4.7. UK 58	An objection to the qualification of any person voting for any resolution or election of a General Meeting must be raised at the General Meeting or adjourned General Meeting at which the vote objected to is tendered. Every vote not disallowed is valid.	...	An objection to the qualification of any person voting for any resolution or election of a General Meeting must be raised at the General Meeting or adjourned General Meeting at which the vote objected to is tendered. Every vote not disallowed is valid.
4.7. Was 4.8. UK 59	Any such objection must be referred to the chairperson of the meeting whose decision is final.	...	Any such objection must be referred to the chairperson of the meeting whose decision is final.

Polls

A Poll is a voting process where the votes are counted. It is an alternative to a show of hands, which is a vote that is not necessarily counted. Polls can be conducted electronically.

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Poll votes	...	Poll votes
4.8. Was 4.9. UK 60	A poll on a resolution may be demanded: in advance of the General Meeting where it is to be put to the vote, or at a General Meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.	...	A poll on a resolution may be demanded: in advance of the General Meeting where it is to be put to the vote, or at a General Meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
4.9. Was 4.10. UK 61	A poll may be demanded by: the chairperson of the meeting; the directors; two or more persons having the right to vote on the resolution; or a person or persons representing not less than one tenth of the total voting rights of all those having the right to vote on the resolution.		A poll may be demanded by: the chairperson of the meeting; the directors; two or more persons having the right to vote on the resolution; or a person or persons representing not less than one tenth of the total voting rights of all those having the right to vote on the resolution.
4.10. Was 4.11. UK 62	A demand for a poll may be withdrawn if: the poll has not yet been taken, and the chairperson of the meeting consents to the withdrawal.	...	A demand for a poll may be withdrawn if: (1) the poll has not yet been taken, and (2) the chairperson of the meeting consents to the withdrawal.
4.11. Was 4.12. UK 63	Polls must be taken immediately and in such manner as the chairperson of the meeting directs.	...	Polls must be taken immediately and in such manner as the chairperson of the meeting directs.

Content of proxy notices

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Content of proxy notices	...	Content of proxy notices
4.12 Was 3.6	Members represented by proxy shall submit a dated written proxy, duly signed by the member, to the Secretary, not less than 24 hours before the meeting of the General Meeting.	RELOCATED: Moved from 3.6 to the section on proxy voting, at numbers 4.11	Members represented by proxy shall submit a dated written proxy, duly signed by the member, to the Secretary, not less than 24 hours before the meeting of the General Meeting.
4.13. UK 64	Proxies may only validly be appointed by an email notice in writing (a "proxy notice") which: is sent from the email address associated with the membership account of the proxy appointing member; states the full legal name and electronic address of the person appointing the proxy; identifies the full legal name of the person to be appointed proxy and the General Meeting in relation to which that person is appointed; is signed by or on behalf of the person appointing the proxy, or is authenticated in such manner as the directors may determine; and is delivered to the Association in accordance with the articles and any instructions contained in the notice of the General Meeting to which they relate. The proxy holder may be a member of the Association or a non-member.	....	Proxies may only validly be appointed by an email notice in writing (a "proxy notice") which: is sent from the email address associated with the membership account of the proxy appointing member; states the full legal name and electronic address of the person appointing the proxy; identifies the full legal name of the person to be appointed proxy and the General Meeting in relation to which that person is appointed; is signed by or on behalf of the person appointing the proxy, or is authenticated in such manner as the directors may determine; and is delivered to the Association in accordance with the articles and any instructions contained in the notice of the General Meeting to which they relate. The proxy holder may be a member of the Association or a non-member.
4.14. UK 65	The Association may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.	...	The Association may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
4.15. UK 66	Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.	...	Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
4.16. UK 67	Unless a proxy notice indicates otherwise, it must be treated as: allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and appointing that person as a proxy in relation to any adjournment of the General Meeting to which it relates as well as the meeting itself.	...	Unless a proxy notice indicates otherwise, it must be treated as: allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and appointing that person as a proxy in relation to any adjournment of the General Meeting to which it relates as well as the meeting itself.

Delivery of proxy notices

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...	Delivery of proxy notices	...	Delivery of proxy notices
4.17. UK 68	A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a General Meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Association by or on behalf of that person. If a person votes for a resolution for which they have submitted a proxy notice, the proxy notice is automatically revoked with effect from the start of the meeting.	...	A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a General Meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Association by or on behalf of that person. If a person votes for a resolution for which they have submitted a proxy notice, the proxy notice is automatically revoked with effect from the start of the meeting.
4.18. UK 69	An appointment under a proxy notice may be revoked by delivering to the Association a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.	...	An appointment under a proxy notice may be revoked by delivering to the Association a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
4.19. UK 70	A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.	....	A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
4.20. UK 71	If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who did execute it to execute it on behalf of the person appointing the proxy.	EXPLANATION: If someone else submits a proxy notice on your behalf, that someone must also submit evidence to show that you gave them authority to submit it on your behalf.	If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who did execute it to execute it on behalf of the person appointing the proxy.

Amendments to resolutions

Resolutions for a General Meeting are Ordinary or Special. Ordinary resolutions require 50% of the members present to support them. Special Resolutions, such as to amend the Articles of Association, may have a higher threshold to pass - typically 66% or 75%. Ordinary and Special Resolutions must be published before the meeting and published in the agenda. There are conditions to submitting an ordinary resolution to change a proposed resolution. The main condition is that it does not modify the purpose of the proposed resolution. You can amend grammar or improve spelling, but you can't materially change the proposed resolution.

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...	Amendments to resolutions	...	Amendments to resolutions
4.21. UK 72	An ordinary resolution to be proposed at a General Meeting may be amended by ordinary resolution if: notice of the proposed amendment is given to the Association in writing by a person entitled to vote at the General Meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairperson of the meeting may determine), and the proposed amendment does not, in the reasonable opinion of the chairperson of the meeting, materially alter the scope of the resolution.	This allows for corrections and minor adjustments of proposed resolutions.	An ordinary resolution to be proposed at a General Meeting may be amended by ordinary resolution if: notice of the proposed amendment is given to the Association in writing by a person entitled to vote at the General Meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairperson of the meeting may determine), and the proposed amendment does not, in the reasonable opinion of the chairperson of the meeting, materially alter the scope of the resolution.
4.22. UK 73	A special resolution to be proposed at a General Meeting may be amended by ordinary resolution, if: the chairperson of the meeting proposes the amendment at the General Meeting at which the resolution is to be proposed, and the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.	Special resolutions are resolutions requiring a high threshold to pass.	A special resolution to be proposed at a General Meeting may be amended by ordinary resolution, if: the chairperson of the meeting proposes the amendment at the General Meeting at which the resolution is to be proposed, and the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
4.23. UK 74	If the chairperson of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairperson's error does not invalidate the vote on that resolution.	...	If the chairperson of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairperson's error does not invalidate the vote on that resolution.

Section 5: Board of Directors

Describes how Directors are appointed, disqualified, elected, their powers, when they can represent the Association.

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...	5. BOARD OF DIRECTORS	...	5. BOARD OF DIRECTORS
...	Appointment and disqualification of Directors	...	Appointment and disqualification of Directors
5.1. UK 81	A person is eligible to be appointed as a director if they have been a Member of the Association during the full 180 days immediately prior to their appointment. No person who is not a member of the Association shall in any circumstances be eligible to hold office as a Director.	Different to UK version. Working to standardise and simplify eligibility requirements at 180 days.	A person is eligible to be appointed as a director if they have been a Member of the Association during the full 180 days immediately prior to their appointment. No person who is not a member of the Association shall in any circumstances be eligible to hold office as a Director.
5.2. UK 81	If, during the course of their term, a director can no longer exercise their function as director, the other directors may appoint a new director as a replacement. This appointment will be presented to the next General Meeting, which has the right to confirm or reject the appointment.	...	If, during the course of their term, a director can no longer exercise their function as director, the other directors may appoint a new director as a replacement. This appointment will be presented to the next General Meeting, which has the right to confirm or reject the appointment.
5.3. UK 86	A person may cease to be a director upon their written resignation or by a decision of the General Meeting if and when: that person ceases to be a director by virtue of any provision of the Code of Companies and Associations or is prohibited from being a director by law; a bankruptcy order is made against that person; a composition is made with that person's creditors generally in satisfaction of that person's debts; a registered medical practitioner who is treating that person gives a written opinion to the Association stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; or they cease to be a member of the Association; or the General Meeting passes a resolution to remove that Director from office.	...	A person may cease to be a director upon their written resignation or by a decision of the General Meeting if and when: that person ceases to be a director by virtue of any provision of the Code of Companies and Associations or is prohibited from being a director by law; a bankruptcy order is made against that person; a composition is made with that person's creditors generally in satisfaction of that person's debts; a registered medical practitioner who is treating that person gives a written opinion to the Association stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; or they cease to be a member of the Association; or the General Meeting passes a resolution to remove that Director from office.

Election of the Board of Directors

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...	Election of the Board of Directors	...	Election of the Board of Directors
5.4. UK 31	If a General Meeting is held more than one calendar year after the date on which the last election of the Board of Directors was held, an election of the Board of Directors must be held at that General Meeting.	...	If a General Meeting is held more than one calendar year after the date on which the last election of the Board of Directors was held, an election of the Board of Directors must be held at that General Meeting.
5.5. UK 32	An election of the Board of Directors may be held at any General Meeting if notice that an election will be held is given by the Board of Directors in the notice of meeting.	...	An election of the Board of Directors may be held at any General Meeting if notice that an election will be held is given by the Board of Directors in the notice of meeting.
5.6. UK 33	At any General Meeting where there is to be an election of the Board of Directors, all directors who have served for more than 18 months on the Board of Directors since last being elected, shall retire.	...	At any General Meeting where there is to be an election of the Board of Directors, all directors who have served for more than 18 months on the Board of Directors since last being elected, shall retire.
5.7. UK 34	A member shall not be eligible for election to the Board of Directors if they have been elected as a Director three or more times during the eight most recent Board elections.	...	A member shall not be eligible for election to the Board of Directors if they have been elected as a Director three or more times during the eight most recent Board elections.
5.8. UK 35 & UK 78	The number of directors to be elected to the Board of Directors shall be no less than 2 and no more than 8.	...	The number of directors to be elected to the Board of Directors shall be no less than 2 and no more than 8.
5.9. UK 36	Elections to the Board of Directors must be held by Single Transferable Vote (STV). The exact form of the STV and the manner in which an STV election is to be conducted shall be determined by the Board of Directors from time to time.	...	Elections to the Board of Directors must be held by Single Transferable Vote (STV). The exact form of the STV and the manner in which an STV election is to be conducted shall be determined by the Board of Directors from time to time.

Powers of the Board of Directors

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...	Powers of the Board of Directors	...	Powers of the Board of Directors
5.10.	The Board of Directors possesses all necessary and useful powers to allow it to achieve the purposes of the Association. In particular, but not limited to, the Board of Directors is responsible for: The operations and finances of the Association. Notices to and proposals for resolutions to the General Meeting of the Association. The compliance with these Articles of Association and the execution of resolutions by a General Meeting of the Association.	...	The Board of Directors possesses all necessary and useful powers to allow it to achieve the purposes of the Association. In particular, but not limited to, the Board of Directors is responsible for: The operations and finances of the Association. Notices to and proposals for resolutions to the General Meeting of the Association. The compliance with these Articles of Association and the execution of resolutions by a General Meeting of the Association.

Proceedings of the Board of Directors

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...	Proceedings of the Board of Directors	...	Proceedings of the Board of Directors
5.11.	The Board of Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Meetings of the Board of Directors may be held by means of remote communication.	...	The Board of Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Meetings of the Board of Directors may be held by means of remote communication.
5.12.	Notice of any meeting of the Board of Directors shall be given to each director. The notice shall contain an agenda for the meeting. In the proposed agenda, the matters to be addressed at the meeting shall be clearly stated. The invitations to attend the meeting of the Board of Directors are sent to each Director at the latest 5 working days prior to the meeting. To allow for emergency meetings the prior notice requirement may be waived in retrospect by resolution of the Board of Directors.	...	Notice of any meeting of the Board of Directors shall be given to each director. The notice shall contain an agenda for the meeting. In the proposed agenda, the matters to be addressed at the meeting shall be clearly stated. The invitations to attend the meeting of the Board of Directors are sent to each Director at the latest 5 working days prior to the meeting. To allow for emergency meetings the prior notice requirement may be waived in retrospect by resolution of the Board of Directors.
5.13. UK 87	Unless otherwise determined, two directors shall constitute a quorum. Questions arising at any meeting shall be decided by a majority of votes.	...	Unless otherwise determined, two directors shall constitute a quorum. Questions arising at any meeting shall be decided by a majority of votes.
5.14. UK 88	The Secretary shall, on the request of a Director or at least 10% of the Members, summon an ordinary meeting of the Board of Directors by notice served upon the directors.	...	The Secretary shall, on the request of a Director or at least 10% of the Members, summon an ordinary meeting of the Board of Directors by notice served upon the directors.
5.15. UK 89	The Board of Directors shall from time to time elect a Chair who shall be entitled to preside at all meetings of the Board of Directors at which the Chair shall be present, and may determine for what period the Chair is to hold office, but if no such Chair be elected, or if at any meeting the Chair be not present at the time appointed for holding the meeting and willing to preside, the Directors present shall choose one of their number to be Chair of the meeting.	...	The Board of Directors shall from time to time elect a Chair who shall be entitled to preside at all meetings of the Board of Directors at which the Chair shall be present, and may determine for what period the Chair is to hold office, but if no such Chair be elected, or if at any meeting the Chair be not present at the time appointed for holding the meeting and willing to preside, the Directors present shall choose one of their number to be Chair of the meeting.
5.16. UK 85	The Board of Directors may appoint a Secretary for such time at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them without notice. The Board of Directors may from time to time by resolution appoint an assistant or deputy Secretary, and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.	...	The Board of Directors may appoint a Secretary for such time at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them without notice. The Board of Directors may from time to time by resolution appoint an assistant or deputy Secretary, and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.
5.17.	If the Board of Directors elects a Secretary, that officer shall keep a record of the proceedings of all meetings of Members and the Board of Directors, prepare the lists of active Members, and be custodian of corporate records. If a Secretary is not elected, any references to such officer in these Articles of Association shall be a reference to the Board of Directors.	...	If the Board of Directors elects a Secretary, that officer shall keep a record of the proceedings of all meetings of Members and the Board of Directors, prepare the lists of active Members, and be custodian of corporate records. If a Secretary is not elected, any references to such officer in these Articles of Association shall be a reference to the Board of Directors.

Proceedings of the Board of Directors, continued.

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...	Proceedings of the Board of Directors	...	Proceedings of the Board of Directors
5.18. UK 94	A resolution in writing and following due process as outlined in the Board Rules of Order and assented to in writing by a majority of the members of the Board of Directors shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors.	...	A resolution in writing and following due process as outlined in the Board Rules of Order and assented to in writing by a majority of the members of the Board of Directors shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors.
5.19. UK 91	The Board of Directors may appoint such committees as they deem necessary or appropriate to conduct the business and further the objectives of the Association. The Board of Directors shall retain the right to delegate or limit the powers and duties of any committee that it has created and to disband any such committees at its sole discretion. The committee shall consist of at least one director and such other persons as the Board of Directors may think fit. The chairperson of such a committee shall be a director. The meetings and proceedings of any such committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Board of Directors so far as applicable and so far as the same shall not be superseded by any regulations made by the Board of Directors.	...	The Board of Directors may appoint such committees as they deem necessary or appropriate to conduct the business and further the objectives of the Association. The Board of Directors shall retain the right to delegate or limit the powers and duties of any committee that it has created and to disband any such committees at its sole discretion. The committee shall consist of at least one director and such other persons as the Board of Directors may think fit. The chairperson of such a committee shall be a director. The meetings and proceedings of any such committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Board of Directors so far as applicable and so far as the same shall not be superseded by any regulations made by the Board of Directors.
5.20 Was 5.21.	The Board of Directors shall cause proper records to be kept of all member and Board of Directors meetings (including committees) and resolutions (and of the signatories). All such records and minutes shall be entered in electronic storage provided for the purpose. The electronic storage holding the records and minutes shall be regularly backed up to secure storage as defined in the Board Rules of Order.	...	The Board of Directors shall cause proper records to be kept of all member and Board of Directors meetings (including committees) and resolutions (and of the signatories). All such records and minutes shall be entered in electronic storage provided for the purpose. The electronic storage holding the records and minutes shall be regularly backed up to secure storage as defined in the Board Rules of Order.

Representation

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...	Representation	...	Representation
5.21. Was 5.22.	The Board of Directors represents the Association against third parties and has the power to sign in the name and on behalf of the Association. The Board of Directors can grant its signature powers to one or more of the directors or to special proxy holders. These signature powers can be revoked at any time by the Board of Directors.	...	The Board of Directors represents the Association against third parties and has the power to sign in the name and on behalf of the Association. The Board of Directors can grant its signature powers to one or more of the directors or to special proxy holders. These signature powers can be revoked at any time by the Board of Directors.
5.22. Was 5.23.	By resolution of the Board, two directors acting jointly may be mandated to represent the Association vis-à-vis third parties. Legal actions, both as defendant and as plaintiff, can be commenced or continued in the name of the Association by two duly mandated directors acting jointly. The Board may withdraw such mandate by a simple resolution.	...	By resolution of the Board, two directors acting jointly may be mandated to represent the Association vis-à-vis third parties. Legal actions, both as defendant and as plaintiff, can be commenced or continued in the name of the Association by two duly mandated directors acting jointly. The Board may withdraw such mandate by a simple resolution.
5.23. Was 5.24.	The Board of Directors may appoint a managing director or persons in charge of daily management for the purpose of coordinating the daily management of the Association.		The Board of Directors may appoint a managing director or persons in charge of daily management for the purpose of coordinating the daily management of the Association.

Section 6: General Provisions

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	6. GENERAL PROVISIONS	...	GENERAL PROVISIONS
6.1.	The financial year of the Association shall be the calendar year unless otherwise determined by the Board of Directors.	/*...	The financial year of the Association shall be the calendar year unless otherwise determined by the Board of Directors.
6.2.	Notices to the General Meeting, meetings of the Board of Directors, Members or any other notices that may be given under these Articles of Association are to be made in electronic form to the last known electronic mail address of the recipient. It is the responsibility of each Member, Director and officer to notify a change of email to the Association. A Director may agree with the Association that notices or documents sent to that Director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours. Notices, information and documents can be sent to Members by making them available on the Association’s website https://wiki.openstreetmap.org .	/*...	Notices to the General Meeting, meetings of the Board of Directors, Members or any other notices that may be given under these Articles of Association are to be made in electronic form to the last known electronic mail address of the recipient. It is the responsibility of each Member, Director and officer to notify a change of email to the Association. A Director may agree with the Association that notices or documents sent to that Director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours. Notices, information and documents can be sent to Members by making them available on the Association’s website https://wiki.openstreetmap.org .
6.3.	Directors and committee members shall not be entitled to any compensation except for reimbursement of verified expenses as determined by the Board of Directors. Nothing herein shall be considered to preclude any Director, officer, or committee member from serving the Association in any other capacity, including as an employee, consultant or otherwise, and receiving such salaries, compensation, or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.	...	Directors and committee members shall not be entitled to any compensation except for reimbursement of verified expenses as determined by the Board of Directors. Nothing herein shall be considered to preclude any Director, officer, or committee member from serving the Association in any other capacity, including as an employee, consultant or otherwise, and receiving such salaries, compensation, or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.
6.4.	The working language of the Association is English.	...	The working language of the Association is English.
6.5.	Any matter which is not covered by the present articles of association or by any other rule possibly enacted by the Association shall be governed by the provisions of the Belgian Code of Companies and Associations.	...	Any matter which is not covered by the present articles of association or by any other rule possibly enacted by the Association shall be governed by the provisions of the Belgian Code of Companies and Associations.

Section 7: Liquidation

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	7. LIQUIDATION	...	LIQUIDATION
7.1.	A resolution to liquidate, dissolve or otherwise wind-up the Association requires an affirmative resolution at a General Meeting in accordance with a quorum stipulated in these Articles of Association of the Association and a majority of 75% of the Members present. In case of a voluntary dissolution, the General Meeting will appoint one or more liquidators whose powers it will determine. If no liquidators are appointed, the members of the Board of Directors will be considered to have been appointed as a collegiate body of liquidators.	...	A resolution to liquidate, dissolve or otherwise wind-up the Association requires an affirmative resolution at a General Meeting in accordance with a quorum stipulated in these Articles of Association of the Association and a majority of 75% of the Members present. In case of a voluntary dissolution, the General Meeting will appoint one or more liquidators whose powers it will determine. If no liquidators are appointed, the members of the Board of Directors will be considered to have been appointed as a collegiate body of liquidators.
7.2. UK 8 & UK 9	In case of a resolution to liquidate the Association according to the above there remains any surplus funds after satisfaction of the Association’s debts and liabilities, the surplus shall not be paid to the members of the Association, but shall be either: given or transferred to another institution or institutions having purposes similar to the purposes of the Association; or if no such payment is possible, any surplus shall be applied to a charitable object. In each case, the recipient body or bodies shall be chosen by the members as at the date of winding up or dissolution.	...	In case of a resolution to liquidate the Association according to the above there remains any surplus funds after satisfaction of the Association’s debts and liabilities, the surplus shall not be paid to the members of the Association, but shall be either: given or transferred to another institution or institutions having purposes similar to the purposes of the Association; or if no such payment is possible, any surplus shall be applied to a charitable object. In each case, the recipient body or bodies shall be chosen by the members as at the date of winding up or dissolution.

Section 8: Amendments

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8.	AMENDMENTS	...	AMENDMENTS
8.1.	These Articles of Association, including the Membership Policy in Appendix 1, and any other policies the Association may adopt, may be altered, amended or repealed, or new Articles of Association may be adopted by a General Meeting where at least half of the Members are required to be present or represented, and any amendment of the Articles of Association may only be approved with a two thirds majority of the votes cast by the Members present or represented at the General Meeting If not half of the members are present or represented at the General Meeting, a second General Meeting will be convened which will then decide upon the amendment notwithstanding the number of Members present or represented. Any amendment is required to be approved with at least a two thirds majority of the votes cast by the Members present or represented at the General Meeting. All amendments to the Articles of Association need to be submitted to the Ministry of Justice and published in the Annexes to the Belgian Official Journal.	Belgian statute law requires that to make changes to the AoA we need to have a General Meeting with half the members present. It is very unlikely that we will ever get a meeting with half of our members present. If we fail, as we will, Belgian law then sensibly allows for a second general meeting with no limit on attendance by members. If we want to change the AoA, we will probably need to hold two General Meetings in quick succession to comply with this.	These Articles of Association, including the Membership Policy in Appendix 1, and any other policies the Association may adopt, may be altered, amended or repealed, or new Articles of Association may be adopted by a General Meeting where at least half of the Members are required to be present or represented, and any amendment of the Articles of Association may only be approved with a two thirds majority of the votes cast by the Members present or represented at the General Meeting If not half of the members are present or represented at the General Meeting, a second General Meeting will be convened which will then decide upon the amendment notwithstanding the number of Members present or represented. Any amendment is required to be approved with at least a two thirds majority of the votes cast by the Members present or represented at the General Meeting. All amendments to the Articles of Association need to be submitted to the Ministry of Justice and published in the Annexes to the Belgian Official Journal.

Appendix 1: Member Policy

Describes application for membership, terms of membership, fees and obligations of members and expulsion from membership

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...	Appendix 1	...	Appendix 1
...	MEMBER POLICY	...	MEMBER POLICY
...	Application for Membership	...	Application for Membership
1. UK 12 & UK 13	No person shall become a Member of the Association unless they: are a natural person aged 16 years or more; have completed an application in a form approved by the directors; agreed to be sent documents or information to them in electronic form; have paid the appropriate fee; have not previously been expelled from the Association; are not appealing a resolution to expel by the Board of Directors; and their membership account (if they have one) is not in arrears. The Board of Directors may waive any or all of conditions (4) to (7) above. The Board of Directors may set conditions for the granting of any waiver.	...	No person shall become a Member of the Association unless they: are a natural person aged 16 years or more; have completed an application in a form approved by the directors; agreed to be sent documents or information to them in electronic form; have paid the appropriate fee; have not previously been expelled from the Association; are not appealing a resolution to expel by the Board of Directors; and their membership account (if they have one) is not in arrears. The Board of Directors may waive any or all of conditions (4) to (7) above. The Board of Directors may set conditions for the granting of any waiver.
2. Was 3. UK 15	The Board of Directors or their nominees may reject an application for Membership within 90 days of receipt of the appropriate fee in cleared funds. If the Board of Directors do not reject the application, or if they positively resolve to approve it before the 90 days has passed, the person applying shall become a Member with retrospective effect from the date the funds cleared. If the Board of Directors approve a fee waiver for an application, the membership application is approved as of the date of the approval of the fee waiver.	...	The Board of Directors or their nominees may reject an application for Membership within 90 days of receipt of the appropriate fee in cleared funds. If the Board of Directors do not reject the application, or if they positively resolve to approve it before the 90 days has passed, the person applying shall become a Member with retrospective effect from the date the funds cleared. If the Board of Directors approve a fee waiver for an application, the membership application is approved as of the date of the approval of the fee waiver.
3. Was 4. UK 16	Membership is not transferable.	...	Membership is not transferable.

Member Obligations

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...	Member Obligations	...	Member Obligations
4. Was 5.	The Member will provide complete and accurate information on the application on the date of submission. The Member will continue to update such information to ensure that it remains complete and accurate. In particular, the Member will promptly update any change in their email contact address.	...	The Member will provide complete and accurate information on the application on the date of submission. The Member will continue to update such information to ensure that it remains complete and accurate. In particular, the Member will promptly update any change in their email contact address.
5. Was 6.	The Member consents to communication by electronic means to their email contact address.	...	The Member consents to communication by electronic means to their email contact address.

Term of Membership

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...	Term of Membership	...	Terms of Membership
6. Was 7. UK 17	A person shall cease to be a Member if: they die or cease to exist; they withdraw their Membership by giving the Association 7 days' notice in writing; their membership account is more than one year in arrears; or the Board of Directors resolves to expel them after they have been heard, subject to any successful appeal being made under these Articles of Association. Except that a person shall not cease to be a Member of the Association if they are one of the last two remaining Members.	....	A person shall cease to be a Member if: they die or cease to exist; they withdraw their Membership by giving the Association 7 days' notice in writing; their membership account is more than one year in arrears; or the Board of Directors resolves to expel them after they have been heard, subject to any successful appeal being made under these Articles of Association. Except that a person shall not cease to be a Member of the Association if they are one of the last two remaining Members.

Expulsions and appeals

NewAoA Old AoA	Board Version	Changes	Pass 2 Version
...	Expulsions and appeals	...	Expulsions and appeals
7. Was 8. UK 18	The Board of Directors may only resolve to expel a person as Member if, in the Board's reasonable opinion, that person's conduct interferes or is likely to interfere with the Association achieving one or more of its purposes.	...	The Board of Directors may only resolve to expel a person as Member if, in the Board's reasonable opinion, that person's conduct interferes or is likely to interfere with the Association achieving one or more of its purposes.
8. Was 9. UK 19	A resolution to expel a Member must be notified to the person expelled by electronic mail, giving reasons for the expulsion.	...	A resolution to expel a Member must be notified to the person expelled by electronic mail, giving reasons for the expulsion.
9. Was 10. UK 20	If the Board of Directors resolves to expel a Member, the person expelled (the “Appellant") may lodge an appeal to a General Meeting. An appeal under this paragraph must: be served on the Association in writing within 14 days of the Appellant receiving notification from the Board of Directors of its resolution to expel the Appellant; explain why the Appellant should not be expelled; provide an address (either physical or electronic) to which the Association should direct any correspondence.	...	If the Board of Directors resolves to expel a Member, the person expelled (the “Appellant") may lodge an appeal to a General Meeting. An appeal under this paragraph must: be served on the Association in writing within 14 days of the Appellant receiving notification from the Board of Directors of its resolution to expel the Appellant; explain why the Appellant should not be expelled; provide an address (either physical or electronic) to which the Association should direct any correspondence.
10. Was 11. UK 21	The Appellant will remain a Member until the next time a General Meeting is called. The appeal will be an item on the agenda of that General Meeting, which will vote with a simple majority on the proposed expulsion. If the appeal is not upheld by that General Meeting, the expulsion will be confirmed and the Appellant will cease to be a Member. If the appeal is upheld, the expulsion shall have no effect.	...	The Appellant will remain a Member until the next time a General Meeting is called. The appeal will be an item on the agenda of that General Meeting, which will vote with a simple majority on the proposed expulsion. If the appeal is not upheld by that General Meeting, the expulsion will be confirmed and the Appellant will cease to be a Member. If the appeal is upheld, the expulsion shall have no effect.