2008/10/29 Gordon Joly gordon.joly@pobox.com:
Andrew Turvey Secretary Wikimedia UK (proposed)
Will the company have a formal "Company Secretary"? I though the Companies Act 2006 meant that the post was optional?
"2. A private company will no longer be required to have a company secretary"
http://www.bytestart.co.uk/content/19/19_1/companies-act-guide.shtml
I assume that Wiki UK Ltd is a private company....
It's optional, but recommended. I think the plan is to have one.
Andrew Turvey Secretary Wikimedia UK (proposed)
Will the company have a formal "Company Secretary"? I though the Companies Act 2006 meant that the post was optional?
"2. A private company will no longer be required to have a company secretary"
http://www.bytestart.co.uk/content/19/19_1/companies-act-guide.shtml
I assume that Wiki UK Ltd is a private company....
It's optional, but recommended. I think the plan is to have one.
I think it's very highly desirable to have one. At the moment, we do have one: Andrew Turvey. I would be very surprised if the next Board didn't also have one.
Mike
I think it's very highly desirable to have one. At the moment, we do have one: Andrew Turvey. I would be very surprised if the next Board didn't also have one.
Indeed. The thing is, even if you don't have a secretary, somebody has to liaise with companies house, etc., so why not call them Company Secretary?
On Wed, October 29, 2008 15:45, Thomas Dalton wrote:
Indeed. The thing is, even if you don't have a secretary, somebody has to liaise with companies house, etc., so why not call them Company Secretary?
There is also the secondary benefit. The Company Secretary is the person legal responsible / goes to court in the dock for the actions of a company when an identifiable human is required - and is the one sent to prison, etc. which saves time amongst rather than all the Directors having to draw straws l-0
Alison
2008/10/29 Alison Wheeler wikimedia@alisonwheeler.com:
On Wed, October 29, 2008 15:45, Thomas Dalton wrote:
Indeed. The thing is, even if you don't have a secretary, somebody has to liaise with companies house, etc., so why not call them Company Secretary?
There is also the secondary benefit. The Company Secretary is the person legal responsible / goes to court in the dock for the actions of a company when an identifiable human is required - and is the one sent to prison, etc. which saves time amongst rather than all the Directors having to draw straws l-0
{{fact}}
Sounds very implausible to me...
Thomas
You are right it is implausible. :)
In general AFAIK a company taking actions requires it to have an executive in which case as long as it is put together correctly the executive goes to jail and the directors including company secretary are protected by a corporate veil (unless they have themselves been negligent, acted as execs etc).
Not that you should sleep well on the back on of non-legal hearsay but I've been a CEO for 15 years, 3 countries and at least 6 companies and never managed to get a board member jailed in my place yet. :)
Andrew
On Wed, Oct 29, 2008 at 9:14 PM, Thomas Dalton thomas.dalton@gmail.com wrote:
2008/10/29 Alison Wheeler wikimedia@alisonwheeler.com:
On Wed, October 29, 2008 15:45, Thomas Dalton wrote:
Indeed. The thing is, even if you don't have a secretary, somebody has to liaise with companies house, etc., so why not call them Company Secretary?
There is also the secondary benefit. The Company Secretary is the person legal responsible / goes to court in the dock for the actions of a company when an identifiable human is required - and is the one sent to prison, etc. which saves time amongst rather than all the Directors having to draw straws l-0
{{fact}}
Sounds very implausible to me...
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
2008/10/29 Andrew Cates Andrew@soschildren.org:
Thomas
You are right it is implausible. :)
In general AFAIK a company taking actions requires it to have an executive in which case as long as it is put together correctly the executive goes to jail and the directors including company secretary are protected by a corporate veil (unless they have themselves been negligent, acted as execs etc).
Not that you should sleep well on the back on of non-legal hearsay but I've been a CEO for 15 years, 3 countries and at least 6 companies and never managed to get a board member jailed in my place yet. :)
That's not really relevant to a small charity with no staff - the board will be doing the day to day running of the company.
Ho hum. I think you mean that the board with also double as the executive on a volunteer basis? The reason I ask is that presumably all the board members don't get to do whatever they like on behalf of the company, you have to have some sort of authority structure?
Does the full board mandate its members to take actions in minutae or in fact appoint them into exec roles of some sort? I think what roles it gives to its own members is more likely to determine who gets to enjoy porridge than the mug with "company secretary" on their coffee cup.
Am delighted to say none of this is my problem. I did my bit when I voted for you...
Andrew
On Wed, Oct 29, 2008 at 9:52 PM, Thomas Dalton thomas.dalton@gmail.com wrote:
2008/10/29 Andrew Cates Andrew@soschildren.org:
Thomas
You are right it is implausible. :)
In general AFAIK a company taking actions requires it to have an executive in which case as long as it is put together correctly the executive goes to jail and the directors including company secretary are protected by a corporate veil (unless they have themselves been negligent, acted as execs etc).
Not that you should sleep well on the back on of non-legal hearsay but I've been a CEO for 15 years, 3 countries and at least 6 companies and never managed to get a board member jailed in my place yet. :)
That's not really relevant to a small charity with no staff - the board will be doing the day to day running of the company.
Wikimedia UK mailing list wikimediauk-l@wikimedia.org http://meta.wikimedia.org/wiki/Wikimedia_UK http://mail.wikimedia.org/mailman/listinfo/wikimediauk-l
2008/10/29 Andrew Cates Andrew@soschildren.org:
Ho hum. I think you mean that the board with also double as the executive on a volunteer basis? The reason I ask is that presumably all the board members don't get to do whatever they like on behalf of the company, you have to have some sort of authority structure?
Does the full board mandate its members to take actions in minutae or in fact appoint them into exec roles of some sort? I think what roles it gives to its own members is more likely to determine who gets to enjoy porridge than the mug with "company secretary" on their coffee cup.
Am delighted to say none of this is my problem. I did my bit when I voted for you...
All decisions are made either by the board as a whole or by committees of board members. I think the board can delegate the actual implementation of decisions to anyone, but have to make the decisions themselves. There must be some way to delegate to staff in the event there are any, but I'm not sure how that works (I tried to find out in case we could use the same method to delegate things to members, but couldn't find anything).
If by "you" you mean me specifically, I should clarify that I'm not on the board (if you voted for me, then thank you, but it seems you were in the minority), so none of this is my problem either!
At 20:56 +0000 29/10/08, Alison Wheeler wrote:
On Wed, October 29, 2008 15:45, Thomas Dalton wrote:
Indeed. The thing is, even if you don't have a secretary, somebody has to liaise with companies house, etc., so why not call them Company Secretary?
There is also the secondary benefit. The Company Secretary is the person legal responsible / goes to court in the dock for the actions of a company when an identifiable human is required - and is the one sent to prison, etc. which saves time amongst rather than all the Directors having to draw straws l-0
Alison
I assume that this depends on some other parameters. I received a letter threatening court action earlier in 2008 saying that I was liable for a missing annual return (not the accounts) yet I was not the Company Secretary.
Gordo
At 15:45 +0000 29/10/08, Thomas Dalton wrote:
I think it's very highly desirable to have one. At the moment, we do have one: Andrew Turvey. I would be very surprised if the next Board didn't also have one.
Indeed. The thing is, even if you don't have a secretary, somebody has to liaise with companies house, etc., so why not call them Company Secretary?
My guess is that official title and responsibility is now optional to allow collective action by a board to file returns.
Gordo
wikimediauk-l@lists.wikimedia.org