James D. Forrester wrote:
Here, as promised, is Diane Cabell's comments and advice about our draft MoA and AoA.
- The objects you describe in Sec. 3 are not "exclusively charitable"
and could be rejected. In other words, a commercial enterprise might adopt these same objects. You need to include some language that shows how you operate on a charitable basis. See http://www.charity-commission.gov.uk/registration/exobjintro.asp Also, "campaign" is a loaded term and could be interpreted to include impermissible political activities. Generally, charities can't support political candidates although they are often permitted to engage in legislative work, so one needs to be cautious about this.
ah, ok.
Here are the objects that I would suggest for Sec. 3: "to advance the education of the general public worldwide by (a) publishing a free, publicly-accessible encyclopedia and other information resources via the internet and in other media;
We are, of course, not actually going to be doing anything of the sort! At least not so far in our plans.
"Furthering" such? I suppose we'd have to ask again ...
(b) publishing other informational and educational materials at no cost or at no profit; and
Hmm ...
(c) encouraging the adoption of practices and policies that reduce the cost of education by utilizing volunteer public participation in the creation, dissemination and expansion of informational material."
Absolutely.
I can't assure you that this language will be approved either, but it is
Of course!
less likely to raise red flags. One is allowed great leeway in conducting activities that promote one's objects, so it isn't necessary to get too detailed here.
Good :-)
- If you are going to add references to overseas organizations in some
clauses [as you do in Sec. 4(a)(vi)], you should add it to all similar references throughout the document; otherwise, the law would presume you intended to restrict those other clauses to UK domestic activity. See Sec. 8 for example, which determines where the assets may be distributed if the company is dissolved.
I would have thought we'd have to distribute assets in case of dissolution within the UK ...
Generally a simple majority or less is sufficient for a quorum. If the membership is very small, say fewer than 10, then 75% may be totally appropriate, but in this day and age it may be hard to get even that small a number together for a meeting.
Sounds good.
. a majority of the members entitled to vote upon the business to be conducted at the meeting; or . one tenth of the total membership at the time whichever is the greater."
Should be okay.
Note: If you intend to open a UK bank account, the directors will need to delegate the authority to do so to some specific individual. The bank may require that the resolution contain particular language and name the specific individual. Check with your bank first.
Ooh hmm.
- Sec. 15 permits membership votes without a face-to-face meeting as
does Sec. 37 for meetings of directors. Very handy. You may wish to add (either in this section or in a new clause at the end of the document) that electronic and facsimile signatures shall be considered as valid signatures wherever signatures are required by the Articles.
Can we all work PGP? (e.g. Thunderbird with Enigmail is pretty usable.)
This would allow you to get faxed copies when you want to take a vote without holding a general meeting. The downside is that the signatures are easier to forge, so it may be a tough choice. Where the membership and directors are few and well-known to each other, electronic sigs are pretty safe.
I have no idea if anyone has tested the legal status of digital signatures in the UK, of course.
- d.