At 01:24 +0000 9/12/05, Scott Keir wrote:
Dear all
A couple of quick points:
- the name doesn't really matter that much: let's go for something
reasonable, and concentrate our time on getting the objects and what
it is going to DO, and how we are going to do it, right. It will be
trading as something sensible. Yes, cheques etc would normally need
to be made out to the official name, but I understand that can be
changed with arrangement with the bank.
- the only issue as I understand it with "Trust" is that the charity
would be holding something in trust (ie on behalf of a common good)
- like a pot of money or land, which is not suitable for what is
being proposed
Yes, that's true. Ignore it. We will not be a trust. I mentioned it,
and wished I had not...
- charities don't have to be limited companies, and limited
companies don't have to be charities.
Yes, that is true.
However, it is recommended that charities that deal
with a
reasonable amount of money are limited companies, to limit the
liability of the trustees/directors. I'm a a trustee of a charity
that is not incorporated, so I have unlimited liability for anything
the charity does - we've agreed that if we start to do bigger
things, we'll incorporate.
Yes, indeed. Let's hope libel is not one of your concerns.
Charities that are limited companies are "limited by guarantee"
rather than by shares, as a charity's primary purpose is not to make
money for its shareholders, but to make a social return.
Yes. We know that.
Companies limited by shares (like Tesco) have
shareholders,
companies limited by guarantee have members (ie guarantors). The
Memorandum has a statement in it saying what the maximum liability
of each member is in the event of the organisation being wound up.
Limited companies have shares (my company has one share of one pound
issued, with 99 shares of one pound which are "not issued"). PLC
companies have shares. Limited company shared are controlled by the
directors. PLC shares are bought and sold by anybody.
For example, Manchester United Football Club is a PLC.
:D
Charities that are companies limited by guarantee have
two types of
people associated with them. They can overlap, but they do not have
to be the same thing:
1) the people who set the strategic direction of the organisation -
these are the trustees and directors - the terms are essentially
interchangeable
2) the people who provide the guarantee - the members.
I believe charities (which are limited companies) do not need members
(who are not trustees)...
Is that correct? And now I read:
In some cases, the members are the trustees. In other
cases, they are not.
http://www.voluntarymatters1and2.org/organisation/legal_matters/index.html
Aha. Thanks. I am suggesting (now) that all Trustees are also
Members, and that there are no Member who are not also Trustees, and
that is changed at the first AGM (when we expand the membership from
10 or 20 to hundreds or thousands).
It is still unclear to me, frankly, whether for
charities that seek
to be membership organisations, the people who join as members for
that organisation HAVE to be members in the sense of providing the
nominal guarantee.
Indeed. Hence we did discuss "associate membership" and "voting
memberships" as two distinct classes.
I know that in the membership organisation I look
after, that is
the case, (in the event of us going belly-up, every member has to
pay a pound) though we are not a charity.
We will have 10 pounds (not one pound) liability as members. This is
in the documentation somewhere.
- the Charity Commission hates there being more than about 10
trustees - it prefers fewer.
Good information. Thanks.
"CREATIVE COMMONS INTERNATIONAL LIMITED" had 8 Directors/Trustees on
incorporation.
The trustees need to be able to meet, make decisions
and work
effectively - six to eight is usually a good number. It's the same
with companies - how many do you really want on your board?
Six. Plus or minus three.
- payments via paypal/nochex aren't that simple to set up, and other
options require merchant accounts, which cost.
www.givenow.org is
fairly simple and works - see the link at
http://www.rosentrust.org.uk/donate.html for an example of what it
looks like without customisation.
Useful information. I have had a PayPal Business Account for several
years, personally. Merchant accounts might be a better option
(cheaper).
Finally, it is worth noting that if trustee meetings are to be
conducted electronically, or by conference call, the articles must
state this explicitly - see paragraph 9 of:
http://www.charity-commission.gov.uk/publications/cc48.asp#4
Best wishes
Scott
Thanks Scott.
Gordo
On Thursday, December 8, 2005, at 10:54 am, Gordon Joly wrote:
Yes, but you can set up a Charity without any
members. This was my
suggestion. It would make things simpler in the first phase, and
membership (voting or non voting) could follow.
We are still quite small. Everybody could be a Trustee. If say half
of in the list
"People interested in helping to create a local chapter"
at
http://meta.wikimedia.org/wiki/Wikimedia_UK
came and signed up, that would fine. Very fine in fact!
We would have about 20 Trustees!
--
Gordo (aka LoopZilla)
gordon.joly(a)pobox.com
http://pobox.com/~gordo/
http://www.loopzilla.org/