James D. Forrester wrote:
Here, as promised, is Diane Cabell's comments and
advice about our draft
MoA and AoA.
>>2. 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 :-)
>>5. 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.
>>5. 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.