COMPANIES ACT 2014

COMPANY LIMITED BY GUARANTEE NOT HAVING A SHARE CAPITALCONSTITUTION-ofOpenStreetMap Ireland Company Limited by Guarantee

MEMORANDUM OF ASSOCIATION
1. NameThe name of the Company is OpenStreetMap Ireland Company Limited by
Guarantee.
2. Company type
The Company is a company limited by guarantee, registered under Part 18 of theCompanies Act 2014.
3. Main Object
The main object for which the Company is established (the “Main Object”) is the
support and advancement of projects, people, companies and organisations thatcollect, use, process and distribute open and free geographic and/or cartographic
data.
The Company will carry on activities which benefit the community and in particular(without limitation) to:- increase the quality and quantity of data about Ireland in OpenStreetMap;- ​improve and increase the size, skills, toolsets and cohesion of the OpenStreetMap
community in Ireland;- promote and facilitate the use of OpenStreetMap data by individuals andorganisations in Ireland; and- promote and facilitate the release by organisations in Ireland of data that is suitablefor use in OpenStreetMap.
4. Subsidiary Objects
As objects incidental and ancillary to the attainment of the Main Object, theCompany shall have the following subsidiary objects:a) Produce open and free geographic data;b) Procure data from corporate entities, organisations and persons with a viewof producing or generating open and free geographic data;c) Produce, distribute and present educational material regarding ​open and freegeographic data;d) Foster the use of open source geospatial software;e) The company will facilitate and assist the establishment of regional OSM
chapters if desired by the members

5. Powers
The Company shall in addition to the powers conferred on it by law have thefollowing powers which are exclusively subsidiary and ancillary to the Main Object
and which powers may only be exercised in promoting the Main Object. Any
income generated by the exercise of these powers is to be applied to the promotionof the Main Object:

5.1.

To solicit and procure by any lawful means and to accept and receive any
donation of property of any nature and any devise, legacy or annuity,
subscription, gift, contribution or fund, including by means of payroll giving
or other similar arrangements, and including (but so as not to restrict thegenerality of the foregoing) the holding of lotteries in accordance with the law
for the purpose of promoting the Main Object, and to apply to such purposethe capital as well as the income of any such legacy, donation or fund.

5.2.

To undertake, accept, execute and administer, without remuneration, any
charitable trusts.

5.3.

To establish and support or aid in the establishment and support of any
charitable association or institution, trust or fund, and to subscribe or
guarantee money for any charitable purpose which the Company shallconsider calculated to promote its Main Object.

5.4.

To collect and to receive voluntary contributions, donations or bequests ormoney for any of the purposes aforesaid.

5.5.

To make application on behalf of the Company to any authority, whether
governmental, local, philanthropic or otherwise, for financial funding of any
kind.

5.6.

To apply, petition for or promote any Act of the Oireachtas or otherlegislation relating directly to the advancement of the Main Object.

5.7.

Subject to clause 6, to employ such staff, and on such terms, as arenecessary or desirable for the proper promotion of the Main Object.

5.8.

To grant pensions, gratuities, allowances or charitable aid to any person who
may have served the Company as an employee, or to the wives, husbands,
children or other dependents of such person provided that such pensions,gratuities, allowances or charitable aid shall be no more than that provided
by a pension scheme covered by Part 30 of the Taxes Consolidation Act
1997 and provided that such pension scheme has been operated by thecompany and the beneficiary of the pensions, gratuities, allowances orcharitable aid, or their spouse or parent, has been a member of the pension
scheme while employed by the Company; and to make payments towards
insurance and to form and contribute to provident and benefit funds for thebenefit of any persons employed by the Company and to subscribe or
guarantee money for charitable objects.
5.9.

To purchase, take on lease or in exchange, hire or otherwise acquire any realor personal property, patents, copyrights, licences, rights and privileges orany estate or interest whatsoever and any rights, privileges and easements
over or in respect of any property which may be considered necessary forthe purposes of the Company and to develop and turn to account any landacquired by the Company or in which it is interested and in particular bylaying out and preparing the same for building purposes, constructing,altering, pulling down, decorating, maintaining, fitting up and improvingbuildings and conveniences and by planting, paving, draining, farming,
cultivating, letting or building leases or building agreement and by advancing
money to and entering into contracts and arrangements of all kinds withbuilders, tenants and others.

5.10.

To acquire, hold, sell, manage, lease, mortgage, exchange or dispose of allor any part of the property of the Company with a view to the promotion,
protection or encouragement of its Main Object and to vary investments.

5.11.

To co-operate with any other society or institution in carrying out any
investments hereby authorised in furtherance of the Main Object.

5.12.

To borrow and raise money in such manner as may be considered expedient,and to issue debentures, debenture stock and other securities, and for the
purpose of securing any debt or other obligation of the Company tomortgage or charge all or any part of the property of the Company, present
or future, and collaterally or further to secure any securities of the Company
by a trust deed or other assurance.

5.13.

To invest and deal with monies and property of the Company not
immediately required in such manner as will most effectively provide funds
for the advancement and promotion of the purposes aforesaid and thispower shall include power from time to time to vary any investments madethereunder.

5.14.

To invest in such ways as shall seem desirable to the Directors any moneysof the Company not immediately required for the use in connection with its
Main Object and to place any such moneys on deposit with bankers andothers; subject nevertheless as regards the making of investments to suchconditions (if any) and such consents (if any) as may for the time being be
imposed or required by law and subject also as hereinafter provided; priorpermission to be obtained from the Revenue Commissioners where theCompany intends to accumulate funds over a period in excess of two years
for any purposes.

5.15.

To guarantee, support or secure, whether by personal covenant or bymortgaging or charging all or any part of the undertaking, property andassets (present and future) of the Company, or all such methods, theperformance of the obligations of and the repayment or payment of theprincipal amounts and interest of any person, firm or company or thedividends or interest of any securities, including (without prejudice to thegenerality of the foregoing) any company which is the Company’s holding
company or a subsidiary or associated company.
5.16.

To draw, accept, make, endorse, discount, execute, issue and negotiate billsof exchange, promissory notes, bills of lading, warrants, debentures andother negotiable or transferable instruments.

5.17.

To insure the property of the Company against any foreseeable risk in its fullvalue and take out other insurance policies to protect the Company whenrequired.

5.18.

To insure any or all of the Directors against personal liability incurred in
respect of any act or omission which is or is alleged to be a breach of trust or
breach of duty, provided he or she acted in good faith and in theperformance of his or her functions as charity trustee (as defined in theCharities Act, 2009).

5.19.

To apply for, purchase or otherwise acquire any patents, brevets d’invention,
licences, concessions and the like conferring any exclusive or non-exclusive
or limited rights to use or any secret or other information as to any invention
which may seem capable of being used for any of the purposes of theCompany or the acquisition of which may seem calculated directly or
indirectly to benefit the Company, and to use, exercise, develop or grant
licences in respect of or otherwise turn to account the property, rights orinformation so acquired.

5.20.

To adopt such means of making known the products and/or services of theCompany as may seem expedient and in particular by advertising in thepress, by circulars, by purchase and exhibition of works of art or interest, by
publication of books and periodicals and via the internet and by granting
prizes, rewards and donations.

5.21.

To maintain, improve or provide public amenities including recreational
facilities, childcare, public health, home, welfare and youth facilities
generally.

5.22.

To enter into any arrangements with any governments or authorities,
supreme, municipal, local or otherwise, that may seem conducive to theMain Object and to obtain from any such government or authority any rights,
privileges and concessions which the Company may think it desirable toobtain and to carry out, exercise and comply with any such arrangements,rights, privileges and concessions.

5.23.

To enter into a partnership or into any arrangement for sharing profits, unionof interest, co-operation, joint venture, reciprocal concession or otherwise
with any person, company, society, trust or other partnership whose objects
are solely charitable, carrying on or engaged in, or are about to carry on or
engage in, any business or transaction capable of being conducted so as
directly or indirectly to benefit the Company and which prohibits the
distribution of income and assets to at least as great a degree as theCompany by virtue of Clause 6 hereof and to guarantee the contracts of,otherwise assist any such person, company, society, trust or otherpartnership, and to take over or otherwise acquire shares, stock, debentures,or debenture stock and securities of any such person, company society,trust or other partnership, and to sell, hold, reissue with or without guarantee
or otherwise deal with same.

5.24.

To procure the registration or incorporation of the Company in or under thelaws of any place outside Ireland.

5.25.

To pay all expenses of and incidental to the incorporation and establishmentof the Company.

5.26.

To carry on alone or in conjunction with others any other trade of business
which may in the opinion of the Directors be advantageously carried on by
the Company in connection with or as ancillary to any of the abovebusinesses or the general business of the Company in pursuance of the Main
Object.

5.27.

To found, subsidise, and assist any charitable funds, associations or
institutions calculated to promote or assist the Main Object.

5.28.

To establish and maintain links with international and national organisations
having similar objectives.

5.29.

To do all such other lawful things as the Company may think incidental andconducive to the foregoing Main Object.

5.30.

To do all or any of the things and matters aforesaid in any part of the world
and as principals, agents, contractors, trustees or otherwise and by or
through trustees, agents or otherwise and either alone or in conjunction withothers.

PROVIDED THAT:(a) in case the Company shall take or hold any property which may besubject to any trusts, the Company shall only deal with or invest thesame in such manner as allowed by law having regard to such trusts;(b) nothing hereinbefore contained shall be construed as including in the
purposes for which the Company has been established any purposes
which are not charitable according to law.

6. Income and Property
6.1 The income and property of the Company shall be applied solely towards thepromotion of Main Object(s) as set forth in this Constitution. No portion of
the Company’s income and property shall be paid or transferred directly or
indirectly by way of dividend, bonus or otherwise howsoever by way of profit
to members of the Company.
6.2 No Director shall be appointed to any office of the Company paid by salaryor fees, or receive any remuneration or other benefit in money or money’s
worth from the Company. However, nothing shall prevent any payment ingood faith by the Company of:(a) reasonable and proper remuneration to any member or servant of theCompany (not being a Director) for any services rendered to theCompany;(b) interest at a rate not exceeding 1% above the Euro Interbank Offered
Rate (Euribor) per annum on money lent by Directors or othermembers of the Company to the Company;(c) reasonable and proper rent for premises demised and let by any
member of the Company (including any Director) to the Company;(d) reasonable and proper out-of-pocket expenses incurred by any
Director in connection with their attendance to any matter affecting
the Company;(e) fees, remuneration or other benefit in money or money’s worth to any
company of which a Director may be a member holding not morethan one hundredth part of the issued capital of such company.
(f) Nothing shall prevent any payment by the Company to a person
pursuant to an agreement entered into in compliance with section 89
of the Charities Act, 2009 (as for the time being amended, extended
or replaced).
7. Additions, alterations or amendments
The Company must ensure that the Charities Regulator has a copy of its mostrecent Constitution. If it is proposed to make an amendment to the Constitution of
the Company which requires the prior approval of the Charities Regulator, advancenotice in writing of the proposed changes must be given to the Charities Regulator
for approval, and the amendment shall not take effect until such approval isreceived.

8. Winding Up
If upon the winding up or dissolution of the Company there remains, aftersatisfaction of all debts and liabilities, any property whatsoever, it shall not be paid
to or distributed among the members of the Company. Instead, such property shallbe given or transferred to some other charitable institution or institutions having
main objects similar to the main objects of the Company. The institution or
institutions to which the property is to be given or transferred shall prohibit the
distribution of their income and property among their members to an extent at leastas great as is imposed on the Company under or by virtue of Clause 6 hereof.
Members of the Company shall select the relevant institution or institutions at or
before the time of dissolution, and if and so far as effect cannot be given to suchprovisions, then the property shall be given or transferred to some charitable object
with the agreement of the Charities Regulator. Final accounts will be prepared andsubmitted that will include a section that identifies and values any assets transferredalong with the details of the recipients and the terms of the transfer.
9. Limited Liability
The liability of the members is limited.
10. Undertaking to Contribute
The liability of each member is limited to one euro (€1), being the amount that eachmember undertakes to contribute to the assets of the Company in the event of its
being wound up while he or she is a member or within one year after he or sheceases to be a member, for:(a) payment of the Company’s debts and liabilities contracted before he or sheceases to be a member;(b) payment of the costs, charges and expenses of winding up; and(c) adjustment of the rights of the contributories among themselves.

ARTICLES OF ASSOCIATIONPRELIMINARY
1. In these Articles, unless there is something in the subject or context inconsistentherewith:
The “Act” means the Companies Act, 2014.
The "Company" means the above named Company.
The "Directors" means the members for the time being of the board of directors of
the Company and “Director” shall be construed accordingly.
The "Secretary" means any person appointed to perform the duties of the Secretaryof the Company.
The "Seal" means the Common Seal of the Company.
Expressions referring to writing shall, unless the contrary intention appears, beconstrued as including reference to printing, lithography, photography and any othermodes of representing or reproducing words in visible form.
MEMBERS
2. For the purposes of registration the number of members of the Company is taken to
be five (5) but the Company may from time to time register an increase of members.
3. The members of the Company shall be(a) the subscribers to the Memorandum of Association and(b) such other persons as the Directors shall from time to time admit tomembership and as shall sign a written consent to become a member.
The Directors may create different classes of member and may charge and vary theamount of membership fees and/or annual subscriptions (on such terms as topayment as they consider appropriate) to one or more classes of member.
RIGHTS OF MEMBERS
4. Membership of the Company is not transferable and shall cease:(a) on the member's death or bankruptcy;

(b) if the member resigns by serving notice in writing to the Directors of theCompany at its registered office;(c) if the Directors determine that such member has failed to observe themembership terms as set down in the Company Governance Handbook / Termsof Membership of OpenStreetMap Ireland.
GENERAL MEETINGS
5. The Company shall hold a general meeting in every calendar year as its annual
general meeting at such time and place as may be determined by the Directors andshall specify the meeting as such in the notices calling it provided that every annual
general meeting except the first shall be held not more than fifteen months after theholding of the last preceding annual general meeting and that so long as theCompany holds its first annual general meeting within eighteen months of the dateof incorporation, it need not hold it in the year of its incorporation.
6. All general meetings other than annual general meetings shall be known as
extraordinary general meetings.
7. Directors may, whenever they think fit, convene an extraordinary general meeting.
8. If, at any time, there are not sufficient directors capable of acting to form a quorum,
any Director of the Company or any member of it may convene an extraordinary
general meeting in the same manner as nearly as possible as that in which meetings
may be convened by the Directors.
9. The Directors of the Company shall, on the requisition of one or more members
holding, or together holding, at the date of the deposit of the requisition, not lessthan 10% of the total voting rights of all the members having, at the date of thedeposit, the right to vote at general meetings of the Company, forthwith proceed
duly to convene an extraordinary general meeting of the Company.
10. The requisition shall state the objects of the meeting and shall be signed by therequisitionists and deposited at the registered office of the Company and may
consist of several documents in like form each signed by one or more requisitionists.
11. If the Directors do not within 21 days after the date of the deposit of the requisition
proceed duly to convene a meeting to be held within 2 months after that date (the“requisition date”), the requisitionists, or any of them representing more than 50% of
the total voting rights of all of them, may themselves convene a meeting but any
meeting so convened shall not be held after the expiration of 3 months after therequisition date.
12. Any reasonable expenses incurred by the requisitionists by reason of the failure of
directors duly to convene a meeting shall be repaid to the requisitionists by thecompany and any sum so repaid shall be retained by the company out of any sums
due or to become due from the Company by way of fees or other remuneration inrespect of their services to such of the Directors as were in default.
13. For the purposes of Articles 10 to 13, the Directors shall, in the case of a meeting at
which a resolution is to be proposed as a special resolution, be deemed not to have
duly convened a meeting if they do not give such notice of it as is required by
Section 181 of the Act.
14. A meeting convened under Articles 10 or 12 shall be convened in the same manneras nearly as possible as that in which meetings are to be convened by directors.
15. The chairperson of the board of directors shall preside as chairperson at every
general meeting of the Company, or if there is no such chairperson, or if he or she is
not present within 15 minutes after the time appointed for the holding of the meetingor is unwilling to act, the directors present shall elect one of their number to bechairperson of the meeting.
16. If at any meeting no director is willing to act as chairperson or if no director ispresent within 15 minutes after the time appointed for holding the meeting, themembers present shall choose one of their number to be chairperson of themeeting.
17. The chairperson may, with the consent of any meeting at which a quorum is present
and shall if so directed by the meeting, adjourn the meeting from time to time andfrom place to place. However, no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which theadjournment took place. When a meeting is adjourned for 30 days or more, notice of
the adjourned meeting shall be given as in the case of an original meeting but,subject to that, it shall not be necessary to give any notice of an adjournment or of
the business to be transacted at an adjourned meeting.
18. Unless a poll is demanded in accordance with Article 38, at any general meeting:(a) a resolution put to the vote of the meeting shall be decided on a show ofhands; and(b) a declaration by the chairperson that a resolution has, on a show of hands,
been carried or carried unanimously, or by a particular majority, or lost, andan entry to that effect in the book containing the minutes of the proceedingsof the Company shall be conclusive evidence of the fact without proof of thenumber or proportion of the votes recorded in favour of or against such
resolution.
19. Where there is an equality of votes, whether on a show of hands or on a poll, thechairperson of the meeting at which the show of hands takes place or at which thepoll is demanded, shall be entitled to a second or casting vote.
20. Subject to section 193 of the Act (as modified by section 1208 of the Act) a
resolution in writing signed by all the members of the Company for the time being

entitled to attend and vote on such resolution at a general meeting (or being bodies
corporate by their duly appointed representatives) shall be as valid and effective forall purposes as if the resolution had been passed at a general meeting of theCompany duly convened and held and if described as a special resolution shall bedeemed to be a special resolution within the meaning of the Act. Any such
resolution in writing may consist of several documents in like form each signed by
one or more members. It shall be deemed to have been passed at a meeting held on
the date on which it was signed by the last member to sign, and, where theresolution states a date as being the date of his or her signature thereof by any
member, this statement shall be prima facie evidence that it was signed by him or
her on that date.
NOTICE OF GENERAL MEETINGS
21. A meeting of the Company, other than an adjourned meeting, shall be called:(a) in the case of the annual general meeting or an extraordinary general
meeting for the passing of a special resolution, by not less than 21 days’
notice;(b) in the case of any other extraordinary general meeting, by not less than 7days’ notice.
22. A meeting of the Company shall, notwithstanding that it is called by shorter noticethan that specified in Article 22, be deemed to have been duly called if it is soagreed by:(a) all the members entitled to attend and vote at the meeting; and(b) unless no statutory auditors of the Company stand appointed inconsequence of the Company availing itself of the audit exemption, thestatutory auditors of the Company.
23. Where notice of a meeting is given by posting it by ordinary prepaid post to theregistered address of a member, then, for the purposes of any issue as to whether
the correct period of notice for that meeting has been given, the giving of the notice
shall be deemed to have been effected on the expiration of 24 hours following
posting.
24. In determining whether the correct period of notice has been given by a notice of ameeting, neither the day on which the notice is served nor the day of the meeting forwhich it is given shall be counted.
25. The notice of a meeting shall specify:(a) the place, date and time of the meeting;(b) the general nature of the business to be transacted at the meeting;(c) in the case of a proposed special resolution, the text or substance of that
proposed special resolution; and(d) with reasonable prominence a statement that:(i)a member entitled to attend and vote is entitled to appoint a proxyusing the form set out in Section 184 of the Act or, where that isallowed, one or more proxies, to attend, speak and vote instead of
him or her;(ii)

a proxy need not be a member;(iii)

the time by which the proxy must be received at the Company’s
registered office or some other place within the State as is specified
in the statement for that purpose.

26. The accidental omission to give notice of a meeting to, or the non-receipt of noticeof a meeting by, any person entitled to receive notice shall not invalidate theproceedings at the meeting.
VOTES OF MEMBERS
27. Where a matter is being decided (whether on a show of hands or on a poll), every
member present in person and every proxy shall have one vote, but so that noindividual member shall have more than one vote.
28. No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered, and every
vote not disallowed at such meeting shall be valid for all purposes. Any suchobjection made in due time shall be referred to the chairperson of the meeting,whose decision shall be final and conclusive.
29. Votes may be given either personally or by proxy. Where there is an equality of
votes, whether on a show of hands or on a poll, the chairperson of the meeting at
which the show of hands takes place or at which the poll is demanded, shall beentitled to a second or casting vote.
PROXIES
30. A member of the Company entitled to attend and vote at a meeting of the Company
shall be entitled to appoint another person (whether a member or not) as his or her
proxy to attend and vote instead of him or her. A proxy so appointed shall have thesame right as the member to speak at the meeting and to vote on a show of hands
and on a poll.

31. The instrument appointing a proxy (the “Instrument of Proxy”) shall be in writing –(a) under the hand of the appointer or of his or her attorney duly authorised inwriting; or(b) if the appointer is a body corporate, either under seal of the body corporate
or under the hand of an officer or attorney of it duly authorised in writing.
32. The Instrument of Proxy and the power of attorney or other authority, if any, underwhich it is signed or a notarially certified copy of that power or authority, shall bedeposited at the registered office of the Company or at such other place within theState as is specified for that purpose in the notice convening the meeting, and shallbe deposited not later than the following time:(a) 48 hours before the time for holding the meeting or adjourned meeting at
which the person named in the instrument proposes to vote; or(b) in the case of a poll, 48 hours before the time appointed for the taking of thepoll.
33. The depositing of the Instrument of Proxy may, rather than its being effected bysending or delivering the instrument, be effected by communicating the instrument
to the Company by electronic means (as defined in section 2 of the Act) and this
Article likewise applies to the depositing of anything else referred to in the preceding
Article.
34. An instrument appointing a proxy shall be in the following form or a form as near toit as circumstances permit –[Name of Company] (the “Company”)[Name of member] (the “Member”) of [Address of Member] being a member of theCompany hereby appoint/s [name and address of proxy] or failing him or her [nameand address of alternative proxy] as the proxy of the Member to attend, speak andvote for the Member on behalf of the Member at the (annual or extraordinary, as thecase may be) general meeting of the Company to be held on the [date of meeting]and at any adjournment of the meeting.
The proxy is to vote as follows:-

Voting instructions to proxy(Choice to be marked with an “X”)

Number or description of resolution:

In Favour

Abstain

Against1.
2.
3.
Unless otherwise instructed, the proxy will vote as he or she thinks fit.
Signature of Member………………………………..
Dated [date] …………………………………….

VOTING ON A POLL
35. At a meeting, a poll may be demanded in relation to a matter (whether before or on
the declaration of the result of the show of hands in relation to it).
36. A demand for a poll may be made by:(a) the chairperson of the meeting;(b) at least three members present in person or by proxy;(c) any member or members present in person or by proxy and representing notless than 10% of the total voting rights of all the members of the Company
concerned having the right to vote at the meeting.
37. A demand for such a poll may be withdrawn by the person or persons who havemade the demand. Subject to Article 39, if a poll is demanded it shall be taken insuch manner as the chairperson of the meeting directs, and the result of the pollshall be deemed to be the resolution, in relation to the matter concerned, of themeeting at which the poll was demanded.
38. A poll demanded with regard to the election of a chairperson or on a question of
adjournment shall be taken forthwith.
39. A poll demanded on any other question shall be taken at such time as thechairperson of the meeting directs, and any business other than that on which a pollis demanded may be proceeded with pending the taking of the poll.
40. The instrument appointing a proxy to vote at a meeting of the Company shall bedeemed also to confer authority to demand or join in demanding a poll, and for the
purposes of Articles 37 and 38, a demand by a person as proxy for a member shallbe the same as a demand by the member.
41. On a poll taken at a meeting of the Company or a meeting of any class of membersof the Company, a member, whether present in person or by proxy, entitled to morethan one vote need not, if he or she votes:(a) use all his or her votes; or(b) cast all the votes he or she uses in the same way.
DIRECTORS
42. The number of the Directors shall be not less than three (3) and unless and until
determined by the Company in general meeting, not more than seven (7). The first
Directors shall be the persons named in the statement delivered to the Registrar ofCompanies pursuant to Section 22 of the Act.
43. No remuneration shall be payable under any circumstances to any of the Directors in
respect of his services as Director, or on any Committee of the Directors to which
the Directors may delegate powers under Article 64. The Directors may be paid all
travelling, hotel and other expenses properly incurred by them in attending andreturning from meetings of the Directors or any committee of the Directors or
general meetings of the Company or otherwise in connection with the business of
the Company.
44. The business of the Company shall be managed by the Directors, who may pay all
expenses incurred in promoting and registering the Company, and may exercise allsuch powers of the Company as are not, by the Act or by these Articles required to
be exercised by the Company in general meeting, subject nevertheless to theprovisions of the Act and of these Articles and to such directions, not being
inconsistent with the aforesaid provisions, as the Company in general meeting may(by special resolution) give. No such direction given by the Company in general
meeting shall invalidate any prior act of the Directors which would have been valid ifthat direction had not been given.
45. Without prejudice to Section 40 of the Act, the Directors may delegate any of theirpowers to such person or persons as they think fit, including committees; any suchcommittee shall, in the exercise of the powers so delegated, conform to any
regulations that may be imposed on it by the Directors.
46. All cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments, and all receipts for moneys paid to the Company shall be signed,
drawn, accepted, endorsed or otherwise executed as the case may be, by such
person or persons and in such manner as the Directors shall from time to time byresolution determine.
47. The Company shall cause minutes to be entered in books kept for the purpose:(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors present at each meeting of the Directors and of
any committee of the Directors;(c) of all resolutions and proceedings at all meetings of the Company and, of the
Directors and of committees of the Directors.

POWERS OF ATTORNEY
48. The Company may empower any person, either generally or in respect of any
specified matters, as its attorney, to execute deeds or do any other matter on its
behalf in any place whether inside or outside the State. A deed signed by suchattorney on behalf of the Company shall bind the Company and have the same
effect as if it were under its common seal.
DISQUALIFICATION OF DIRECTORS
49. In addition to the circumstances set out in section 148(2) of the Act, the office of
Director shall be vacated if a Director ceases to be qualified for the position ofcharity trustee under section 55 of the Charities Act, 2009.
ROTATION OF DIRECTORS
50. At the first Annual General Meeting of the Company, all the Directors shall retire
from office and at the Annual General Meeting in every subsequent year, one-thirdof the Directors for the time being, or, if their number is not three or a multiple ofthree, then the number nearest one-third, shall retire from office.
51. The Directors to retire in every year shall be those who have been longest in officesince their last election, but as between persons who became Directors on the sameday, those to retire shall (unless they otherwise agree amongst themselves) be
determined by lot.
52. A retiring Director shall be eligible for re-election.
53. The Company, at a meeting at which a Director retires in manner aforesaid, may fill
the vacated office by electing a person thereto, and in default of the Company doing
so, the retiring Director shall, if offering himself for re-election, be deemed to havebeen re-elected, unless(a) at such meeting it is expressly resolved not to fill such vacated office; or(b) a resolution for the re-election of such Director has been put to the meetingand lost.
54. No person other than a Director retiring at the meeting shall, unless recommended
by the Directors, be eligible for election to the office of Director at any generalmeeting unless, not less than three nor more than twenty one days before the dateappointed for the meeting, there has been left at the Company’s registered office –(a) notice in writing, signed by a member duly qualified to attend and vote at themeeting for which such notice is given, of his intention to propose such aperson for election, and(b) notice in writing signed by the person concerned of his willingness to beelected.
55. The Company may from time to time by ordinary resolution increase or reduce thenumber of Directors, and may also determine in what rotation the increased or
reduced number is to go out of office.
56. The Company may by ordinary resolution of which extended notice has been givenin accordance with section 146 of the Act remove any Director before the expirationof his period of office, notwithstanding anything in these articles or in any agreement
between the Company and such director. Such removal shall be without prejudice
to any claim such director may have for damages for breach of any contract ofservice between him and the Company.
57. The Company may by ordinary resolution appoint another person in place of a
Director removed from office under Article 57. Without prejudice to the powers of
the Directors under Article 59, the Company in general meeting may appoint any
person to be a Director, either to fill a casual vacancy or as an additional Director.
58. The Directors may at any time appoint any person to be a Director of the Company,
either to fill a casual vacancy or as an addition to the existing Directors, but so thatthe total number of Directors of the Company shall not at any time exceed thenumber, if any, provided for in these Articles. Any Director so appointed shall holdoffice only until the next annual general meeting, and shall then be eligible forre-election.
PROCEEDINGS OF DIRECTORS
59. The Directors may meet together for the dispatch of business, adjourn andotherwise regulate their meetings as they think fit. Questions arising at any meetingshall be decided by a majority of votes. In case of equality of votes the chairperson
shall have a second or casting vote. A Director may, and the Secretary on therequisition of a Director shall, at any time summon a meeting of the Directors. If the
Directors so resolve it shall not be necessary to give notice of a meeting of Directors
to any Director who, being resident in the State, is for the time being absent from theState.
60. The quorum necessary for the transaction of the business of the Directors may be
fixed by the Directors, and unless so fixed shall be three (3).

61. The continuing Directors may act notwithstanding any vacancy in their number but,
if and so long as their number is reduced below the number fixed by or pursuant to
the Act as the necessary quorum of Directors, the continuing Directors or director
may act for the purpose of increasing the number of Directors to that number or of
summoning a general meeting of the Company, but for no other purpose.
62. If at any meeting the chairperson is not present within 15 minutes after the time
appointed for holding it, the Directors present may choose one of their number to bechairperson of the meeting.
63. The Directors may delegate any of its powers to Committees consisting of suchmember or members of the Directors and such other persons as they think fit, andany Committee so formed shall, in the exercise of the powers so delegated, conformto any regulations imposed on it by the Directors.
64. The Directors may appoint the chairperson of any Committee; if no such chairperson
is elected, or if at any meeting of a Committee the chairperson is not present within
fifteen minutes after the time appointed for holding it, the members of the committee
present may choose one of their number to be chairperson of the meeting.
65. A committee may meet and adjourn as it thinks proper. Questions arising at any
meeting of a committee shall be determined by a majority of votes of the membersof the committee present, and when there is an equality of votes, the chairperson
shall have a second or casting vote.
66. All acts done by any meeting of the Directors or by any person acting as a memberof the Directors or any Committee shall, notwithstanding that it be afterwards
discovered that there was some defect in the appointment of any such person
acting as aforesaid, or that he or any of the Directors was disqualified, be as valid as
if every such person had been duly appointed.
67. A resolution in writing, signed by all the Directors for the time being entitled toreceive notice of a meeting of the Directors, shall be as valid as if it had been
passed at a meeting of the Directors duly convened and held. Any such resolution
in writing may consist of several documents in the like form, each signed by one ormore of the Directors and for all purposes shall take effect from the time when it was
signed by the last director.
68. A meeting of the Directors or of a committee established by the Directors may
consist of a conference between some or all of the Directors or, as the case may be,members of the committee who are not all in one place, but each of whom is able
(directly or by means of telephonic, video or other electronic communication) to
speak to each of the others and to be heard by each of the others and –(a) a Director or member of the committee taking part in such a conference shallbe deemed to be present in person at the meeting and shall be entitled tovote and be counted in a quorum accordingly; and(b) such a meeting shall be deemed to take place –
(i)
(ii)
(iii)

where the largest group of those participating in the conference isassembled;
if there is no such group, where the chairperson of the meeting thenis;
if neither sub-paragraph (i) or (ii) applies, in such location as themeeting itself decides.

SECRETARY
69. The Secretary shall be appointed by the Directors for such term and at such
remuneration and upon such conditions as they may think fit; and any Secretary so
appointed may be removed by them.
70. A provision of the Act or these Articles requiring or authorising a thing to be done byor to a Director and the Secretary shall not be satisfied by its being done by or to thesame person acting both as Director and as, or in place of, the Secretary.
SEAL
71. The seal shall be used only by the authority of the Directors or of a committee of
Directors authorised by the Directors in that behalf, and every instrument to which
the seal shall be affixed shall be(a) signed by a Director of it or by some other person appointed for the purposeby its Directors or by a foregoing committee of them; and(b) be countersigned by the Secretary or by a second Director of it or by someother person appointed for the purpose by its Directors or by a foregoingcommittee of them.
ACCOUNTS
72. The Directors shall cause adequate accounting records to be kept. Adequate
accounting records shall be deemed to have been maintained if they comply with
Section 282(1) to 282(3) of the Act and explain the Company’s transactions andfacilitate the preparation of financial statements that give a true and fair view of theassets, liabilities, financial position and profit or loss of the Company.
73. The accounting records shall be kept at the registered office or, subject to Section
283 of the Act, at such other place as the Directors think fit, and shall at allreasonable times be open to the inspection of the officers of the Company and byother persons entitled pursuant to the Act.
74. The Directors shall from time to time determine whether and to what extent and at
what times and places and under what conditions or regulations the financial
statements and accounting records of the Company or any of them shall be open tothe inspection of its members not being Directors. No member (not being a Director)
shall have any right of inspecting any financial statement or accounting record of theCompany except as conferred by statute, this Constitution or authorised by the
Directors or by the Company in general meeting.
75. The Directors shall in accordance with the Act cause to be prepared and to be laid
before the annual general meeting of the Company the statutory financial
statements of the Company, the Directors’ report in relation to it and the statutory
auditor’s report on those financial statements and Directors’ report as are requiredby the Act to be prepared and laid before the annual general meeting of theCompany.
76. A copy of the statutory financial statements of the Company, the Directors’ report in
relation to it and that statutory auditor’s report on those financial statements andDirectors’ report shall, not less than twenty one days before the date of the annual
general meeting, be sent to every person entitled under Section 338(1) of the Act toreceive them.
AFFILIATIONS
77. The Company shall maintain an affiliation with the OpenStreetMap Foundation, aUK-registered not-for-profit organization that supports the OpenStreetMap Project.
The company shall represent the interests of its members to the OpenStreetMap
Foundation.
AUDIT
78. Auditors shall be appointed and their duties regulated in accordance with Chapters
18 and 19 of Part 6 of the Act.
NOTICES79. A notice may be given by the Company to any member either personally or by
sending it by post or electronic means (as defined in section 2(1) of the Act) to themember at his or her registered address or email address (or, if not so registered,then to the address or email address of the member last known to the Company).
Section 218(5) of the Act shall apply.

Signature page (limited access):
https://docs.google.com/document/d/1L9a0kRzx1Rmh0F_QRCLoRIVsDDxKntjLcgegvMA0
UJc/edit