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

[Justin Mitchell]

On Thu, 2013-10-17 at 14:56 +0100, Tom Lake wrote:
> 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?

My intention was that rather than forcing this to happen every year,
that the membership could force an election when it needed to.

I am not convinced that conflating company director with the role of day
to day management is such a good idea, in the short term they are likely
to be the same people, but not in a long-term democratic structure.

a company director has legal responsibilities, your details go on public
record, there are potentially tax issues, and there are legal
restrictions on who can be a director etc, hence the need to file with
companies house with every change.

I don't see that as being compatible with the 'everyone can have a go'
management structure that forced yearly elections implies.

Does that make sense ?