2008/10/2 Tom Holden <thomas.holden(a)gmail.com>om>:
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.
I don't see any real need to enlarge the board in the foreseeable
future. If we do, we'll hopefully have more than 100 members anyway,
so the quorum will be higher anyway. Having a reasonable high quorum
forces the board to arrange the AGM at a time and place that people
can get to, if it's low we run the (hopefully slim) risk of a rogue
board calling an AGM somewhere no-one can get to at a really
inconvenient time so that they can just vote themselves in for another
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.
Yeah, that's pretty much it. I think this is a departure that's
required, since the current wording doesn't work at all. I think it's
intended for charities where the membership just ratifies the board's
decisions about new board members, which isn't how we want to do
TD suggested we insert a provision explicitly allowing for IRC board
meetings. Again this seems sensible to me, but we have to be careful
If you want to have IRC board meetings (and I think it's agreed that
we do) then it is a legal requirement to include it in the articles. I
believe there is something on the charity commission website about it
There are various different options for securing indemnity for
directors/officers (article 49 here:
). I recommend we get legal advice on this.
I'd like to get legal advice on all of it, but we can't afford it. We
can get informal advice for the tame barrister, but that's about it.
**Age limits on members**:
(Not entirely sure this would go in the AoA…) Question is: do we want to
allow under 16 members?
I don't see why not. We can only restrict membership if it's in the
best interests of the charity, and I can't see why it would be.
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.
Well, it would need to be two directors, since that's the minimum for
a committee of directors. I can't see it being a legal problem because
it's perfectly common to delegate to employees, so why not members? We
would need legal advice on how to word it, though, and exactly what
level of oversight the board would need to have.