B: Location of Registered Office
1) England & Wales - Consensus is this one as most people are based here
2) Scotland/N Ireland
If you want to be a Scottish charity some of the rules are very
different and we may need to start from scratch with the planning - I
think it's best to stick with England & Wales.
I: General Meetings
1) Standard clause requiring first AGM within 18 months
2) Implement earlier consensus with first AGM within 6 months - not yet
I'm not sure about that one... it makes sense to have the rule we've
already set down informally made formal, but then in the unlikely
event that someone comes up that makes holding an AGM difficult it
would be good if the board had some extra freedom. We could go
somewhere inbetween - 6 months unless waived by a written special
resolution of members authorising the board to defer the AGM by a
certain amount, limited to with 18 months of incorporation.
L: Number of Directors
1) Standard number (at least 3 but no maximum)
2) Fixed number (changeable with 75% membership vote)
We haven't discussed this yet - what are people most confortable with?
The standard way would be to put the maximum in the Rules, I think by
default just an ordinary resolution (or even just a director
resolution, possibly) would be required. I have no problem with that.
Can I also ask for a derogation in the first month so
that its easier to set
up the company (reduce the minimum number of directors to one for the first
month from incorporation)
As I said on meta, I'm not entirely comfortable with that. Normally,
it wouldn't bother me, but we've been burned once already and however
much I want to trust the board I don't feel happy taking such a risk
just for a bit of convenience. I think a real life board meeting
before incorporation would be a good thing - make sure the board know
each other properly and can discuss things far more efficiently.
1) Standard clause (1/3 directors re-elected each year except for initial
directors who all retire at first AGM); members can also recall a director
with a vote at the AGM with 28 days notice - consensus seems to support this
2) All directors retire each year
Having all directors retire can cause chaos because there is no
continuity. A general meeting can pass an ordinary resolution getting
rid of the entire board should they want to in exceptional
1) Standard method of election (50%+ resolution with
2) Implement the method used for the initial board
Note we could implement (2) by leaving the articles as they are and
introducing "Board Rules" that cover the selection of new directors
As long as it's done by a general meeting and we're sure about the
board not being able to change it - the board should not have control
over board elections since that's very much open to abuse.
1) Standard powers for directors to coopt further directors until next AGM
2) Restricted powers - only to replace resignations
3) Restricted powers - only resignations plus certain number
4) No powers - directors have to call general meetign of members to replace
No discussion on this yet
I think (4) is a bad plan, it's just too restrictive. The other 3 are
all equivalent if the rule about maximum board size can't be varied by
the board. I don't see a serious problem with the board increasing its
size, decreasing it should certainly require an ordinary resolution.
P: Board Quorum
1) Standard (One third or Two if greater)
2) Larger (More than one half or Two if greater)
No discussion yet - is two directors really enough to make decision? Bearing
in mind we can always make decisions by written resolution if we cant get a
If the board are unable to meet things become very difficult. There is
only so far written resolutions can take you. There are notification
requirements that prevent members of the board from excluding other
members, so a low quorum isn't a serious problem.
Standard Articles have four options:
1) Board _may_ indemnify directors
2) Board _may_ indemnify directors, auditors, accoutants or officers
3) Board _must_ indemnify directors & auditors
4) Board _must_ indemnify directors, auditors, accountants or officers
Another option is:
5) Board will not indemnify directors
No opinions have been expressed on any of these options.
I suggest we exclude (3) and (4) as insurance costs money and the Board
should always have the choice to save money if they can!
Does anyone have any thoughts on this?
I suggested (2) in my initial email of suggestions. It gives the most
freedom and I don't see a reason to restrict it. Remember, a general
meeting can always use a special resolution (or probably even an
ordinary one via Rules) to restrict the board's actions.
1) Standard clause allowing directors to make, amend rules
2) Amended version saying rules made members cant be revoked by directors
I've given some suggested wording for (2) here:
This would be particularly significant if our election procedure was
implemented through Board Rules.
Rules made by general meetings certainly shouldn't be changed by the
board, although I'm not sure if that needs to be made explicit or
not... it's probably good to do so. One possible alternative is to
stop the board changing it for a certain amount of time only, but that
doesn't seem necessary since they can just propose a motion at the
next general meeting if they want to remove it and I wouldn't suggest
having the time limit less than a year.