[Swansea Hackspace] Articles of association, or the constitution of our hackspace

[Tom Lake]

On 14/10/2013 20:02, Gerrit Niezen wrote:
>>> - 24(b) "the number of directors shall not be less than three,
>>> nor more than nine" - I think we could change this to a minimum
>>> of two, but then we need to modify (26) as well
>>
>> I am unsure why they have quite such a convoluted mechanism here,
>> there clearly needs to be some mechanism for the members to elect
>> new directors should they feel it is required, but routinely doing
>>  this just generates more paperwork to be filed with companies
>> house each time.
Giving a range is usual as it means that the board isn't
paralysed as soon as one of the directors resigns.

The section about rotation is a little further down:

[snip details re: first AGM]
At each subsequent annual general meeting one-third of the directors or,
if their number is not three or a multiple of three, the number nearest
to one-third, must retire from office. If there is only one director he
or she must retire.

As I understand it, if a director is required to resign and is then 
re-elected, there's no need to file paperwork with companies house, as 
their appointment as director never actually terminated.
It also provides the only way for the membership to appoint new 
directors if the cap above has been filled - unless you were suggesting 
removing the cap on the number of directors Justin?

The timings on the process to nominate a new director could do with 
looking at. Do we want adjust the process to allow people to nominate 
themselves?


Tom