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

[Justin Mitchell]

On Thu, 2013-10-17 at 16:27 +0100, Tom Lake wrote:
> On 17/10/2013 15:22, Justin Mitchell wrote:
> > Does that make sense ?
> Not entirely. Given that the directors are legally responsible for the 
> company, at the very least I'd have said they're going to need to be 
> aware of the day to day operations of the hackspace. Whether there are 
> other people who have day to day responsibilities is a seperate question.

Any directors would need to be a part of "the board" or whatever
decision making apparatus there is, and thus in the loop with all the
decisions, but that doesn't mean they would have ultimate power.

> As far as the rotation is concerned, the current articles imply that we 
> will hold an annual general meeting, and in that case I certainly prefer 
> that there is an opportunity for a certain number of directors to be 
> replaced if the members wish to do so - even if the expectation is that 
> the "resigning" directors are re-appointed at that meeting. In an ideal 
> scenario, everyone is happy with the directors that are in place and 
> business continues as normal.
If this a reasonable assumption to make, then fair enough, but if the
intent was that the directors changed every year then i could see it
being an issue.

> 
> If we're not going to have a formal AGM each year then we need to check 
> that's acceptable under the current legislation, and if so remove the 
> remaining references to it from the articles. In that instance, you may 
> as well remove the requirement for the directors to resign by rotation.
I seem to recall that the AGM is a non-negotiable requirement, and its
typical that the articles include stuff about circulating the accounts
at the AGM and so on. 

Ah, it seems that as of 2006 companies act it is no longer a requirement
to hold an AGM if the Articles say it isnt. The articles can also state
that circulation of accounts etc will be electronic.

http://www.companieshouse.gov.uk/about/gbhtml/ca_gba7.shtml

I also note it says that resolutions can now be passed either "At a
meeting of members" , or by "A written resolution, this can be
circulated and agreed to electronically or by hard copy."

So as long as our articles permit it, everything can be done
electronically, except for "A resolution to remove a director,"


so i would be careful of the clause that specified some specific website
to do voting etc via, as that would be artificially limiting.