**Quorum**:

TD suggested upping the quorum to 10 as this would be twice the size of the current board. However the board is likely to grow in future, so a fixed limit of 10 is unlikely to remain double the board for very long. I’m also not sure if there’s ever a circumstance (short of a hurricane/terrorist attack) at which I’d think it was right that a meeting was cancelled because we failed to make quorum. Meetings are announced a long time in advance, so there is no reason why most of the interested parties shouldn’t turn up, which makes me rather lean towards having a low quorum (which is not to say I wouldn’t be shocked if less than 10 people turned up and indeed that I’d try to minimise the number of definite decisions that were made at such an AGM). Note that as it currently stands if less than 10% of the membership turns up quorum is automatically failed anyway.

**Voting**:

TD suggested (if I understood right) basically using the same mechanism for voting at AGMs as we used for this election. This seems eminently sensible to me, though we do have to be careful with large departures from the text of the suggested AoA.

**Location**:

TD suggested we insert a provision explicitly allowing for IRC board meetings. Again this seems sensible to me, but we have to be careful legally.

**Indemnity**:

There are various different options for securing indemnity for directors/officers (article 49 here:

http://www.charity-commission.gov.uk/Library/publications/pdfs/gd1text.pdf

). I recommend we get legal advice on this.

**Age limits on members**:

(Not entirely sure this would go in the AoA…) Question is: do we want to allow under 16 members?

**Delegation**:

TD suggests giving  directors the right to delegate their powers and functions to committees of *members* rather than merely committees of directors (as is guaranteed by the existing article 38). While I accept that this would be nice, my hunch is that it’s too legally risky to be worth it. There’s no reason why a director couldn’t oversee a committee of members helping them perform some task, just as long as the ultimate responsibility and executive power remained with the director.

Are there any other AoA issues that we should also be thinking about?

Tom