Hi All,
my views on the AoA issues are below. In short I agree with Scott, as we don't have to have a treasurer, we can not expect them to be present. Also, I think I know who the members will be.
On 1/7/06, Scott Keir scottkeir@yahoo.co.uk wrote:
Hello all
Here's my two-penneth (tax-deductable):
On Monday, January 2, 2006, at 01:35 pm, James D. Forrester wrote:
James D. Forrester wrote:
Diane Cabell wrote about the AoA:
You may, as a separate matter, require the vote of a supermajority to pass any resolution at the meeting. A simple majority vote is required for votes at meetings of the directors [See Sec. 33(e)]. You may wish to add a mirror of 33(e) to Sec. 16. You can adjust Sec. 16's voting requirement to 75% but bear in mind that a supermajority requirement can often result in a frozen corporation unable to muster enough votes to take action. While you may want broad support for some types of votes, you certainly don't want to be held up on more mundane activities.
Possibly. Thoughts, anyone? I'm not wholly enamoured with the idea, personally.
Have it so that the majority of people who can be bothered to turn up to an AGM can make the decisions, approve the accounts etc - ie a simple majority vote of those present.
I'm not too clear on what the membership will be - eg will they just be people who sign up to a mailing list, or promise money to a certain level? In the event that we have many passive/sleeping members, we don't want their inactivity to freeze the company.
The members are (1) all the people who sign the MoA and AoA and (2) anybody who applies to the directors and is given membership and obeys the rules (to be written by the directors). I imagine those rules will involve some amount of money changing hands (a subscription) and one of the first tasks after writing the rules will be to get the people who signed the articles to agree to become members under the new rules. The directors may have more than one category of membership - and some may not give members the right to vote or attend meetings.
As I understand it, votes at the AGM and EGM will be by simple majority of those who both turn up and vote. If 10% of a membership of 100 turn up to a meeting, two people vote for a motion, one votes against and seven abstain the motion is carried.
- Sec. 9(d) and (e)
It is generally risky to condition the corporation's activities on the presence of any single individual. A dissatisfied (or ailing) Treasurer could simply fail to appear and hold up all the proceedings, even those that don't affect the budget (such as election of officers, appointment of additional directors, amendment of bylaws, etc.). The directors have all the rights and obligations of a treasurer. They may delegate these to an officer, if they choose. Generally, it is accomplished by enacting a set of bye laws for the corporation that specifies the titles of the officers and their duties and empowers each as appropriate. The members of the corporation, on the other hand, are not generally responsible for the day-to-day operations of the company and you don't want to hold up those activities until the membership (often a very large class of individuals) holds its meeting.
Instead of requiring the physical presence of a Treasurer, or allowing one individual to hold up the proceedings of the corporation, it might be more appropriate to enact a bye law that sets objective standards for voting on budgetary items. For example, requiring that any vote having a direct effect on expenditures should, _where possible_, be reviewed and reported on by the Treasurer in advance. See Sec. 38(b) as an example of objective language. The law requires the Directors to take certain actions by certain dates (including filing annual reports with Companies House and the Charity Commission and, of course, filing tax returns), so it would be risky to make that review mandatory. Otherwise the company might be in violation of the law because a disgruntled Treasurer doesn't want to cooperate. Sec. 34(a) and (d) present the same problem.
Possibly. The thing is, a great deal of the point behind Wikimedia UK is to raise money for grants to give organisations for charitable purposes (the Wikimedia Foundation would likely be the main beneficiary, yes, but certainly not the only one), and in such circumstances, the Treasurer is going to be absolutely vital; as we're quite a geographically spread-out organisation, it would be very hard to have the entirety of the Directors all "in the loop" 100% on every detail at every moment, whereas a Treasurer would necessarily be involved in everything of that sort, and so be a final authority.
How about adding something to Clause 31 saying that any Director can be removed by the rest of the Directors in a vote in a DM? That would allow unhelpful Treasurers to be replaced quite easily.
You do not want to be 100% reliant on all decisions being made with one person present. If the Treasurer is the only person of importance, why have anyone else there?
Sorry, I'm being facetious. But if you decide that every meeting has to have the person called the Treasurer there, then it will frustrate you.
In company law and charity law, all directors and all trustees are equally financially liable and responsible for the organisation, whether they label themselves Chair, Treasurer or Honorary Biscuit Officer or whatever. It is a good idea for the trustees/directors to have specific roles, just as in any other team, but in the interest of succession planning and engineering redundancy, its good for there to be some overlap, and some flexibility.
In an Annual General Meeting (which is the most common form of General Meeting this organisation will have), the usual role of a Treasurer is to present the accounts (we spent X, we got in Y, we're doing fine or we're going bankrupt) and call for approval of the accounts by the members (hands up). It is a Good Idea if they are there, but if their train breaks down, or they get stuck in a tube tunnel, or they have a heart attack outside the venue, or.. or... then it is a Good Idea if there is some flexibility to allow the Chair or another to fill in, rather than having to cancel the entire Annual General Meeting (and then having to wait at least 3 weeks for the next one). At the last meeting of Directors before the AGM, the Treasurer should have talked through the accounts with the other Directors, so everyone should have a rough idea of what all the figures mean anyway.
I agree with Diane and Scott here. We may want to have an accounts director and a fund raising director - we would then be in trouble if the articles required that somebody called a treasurer turned up.
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.
The resolution would be post-creation of the company, though, so I assume we wouldn't need to fix this until then; we'd make any necessary changes before submitting to the Commission, though, so it shouldn't be a problem.
Some Articles (or Memos, I can't remember which at this hour) have this in their documentation - alternatively this could be stated in the documents that the Directors will create financial procedures for the operation of the company at its first meeting, and these will be published to members.
Or we could expect that the directors will create finical procedures and, if they don't require it by an ordinary motion at the first AGM.
For charities, it is frequently the case that expenditure authorisation (ie the signing of cheques) is made by two Directors, any two of four [often a named list, eg Treasurer, Chair, Vice-Chair, Vice-Treasurer]. Two of three is common too, but this can make things hairy when one of the signatories leaves and the paperwork to replace them takes ages (I speak from experience).
- 11(a) doesn't make sense to me.
The Charity Commission template uses the simple statement "General meetings shall be chaired by the person who has been appointed to chair meetings of the Directors."
Note: Directors are not necessarily members of the company unless you require this elsewhere in the document. The UK concept of a charity is that the directors are the trustees who act to direct a operations that, in turn, benefit the membership. An example is a bunch of fat cats who decide that the world needs another soup kitchen for the deserving poor. The fat cats are generally the directors/trustees and the deserving poor are generally the members. The rights of the members of a charity are more limited than those of a commercial share-holder organization. The reason is that the directors are responsible for funding the operation and may decide, if they see fit, to change the beneficiaries of their operations (perhaps turn it into a library if they decide that the deserving poor are getting too fat). Even for shareholder organizations, the members generally have very few powers over daily operations.
I have no problem with it - GMs are chaired either by the Director who chairs DMs, or a Member who the Directors have chosen so to do. It's simple enough.
But why would you want this? In almost every organisation, GMs are usually chaired by the Chair of the Board of Trustees/Directors etc or someone similar. If you want it as described in your para above, then the current clause confuses meetings (of Directors) and General meetings. How about:
General meetings shall be chaired by the person who has been appointed to chair meetings of the Directors or the member appointed by the Directors to chair General meetings.
We might want to add something about Directors having to also be Members, though, yes; 31(c) implies it, of course ("A Director shall cease to hold office if he [...] ceases to be a member of the Company").
If Directors are implicitly to be members then it would be good to state this explicitly, checking that that doesn't impact on who we were envisaging would be members and who would be directors.