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

[Alan Cox]

On Thu, 17 Oct 2013 17:39:21 +0100
Tom Lloyd <napalmllama at gmail.com> wrote:

> One thing to add. If the directors are legally responsible for the
> organisation, then between them they should have a controlling share of the
> votes, or at least some form of veto.

The company secretary is ultimately liable for most of the duties of the
company being performed, that includes being responsible for

- the annual filings (and fees) to companies house

- the maintenance of the registered office of the company

- informing companies house of any changes of appointments, share
  allocations, etc and paying the appropriate fees

- arranging the board meetings

- arranging an AGM if requested

by convention (but not I believe in law)

- keeping the company articles safe
- maintaining the stock certificates and transfers
- holding the seal

(for the obvious reason they have to do all the companies house stuff)

The directors have responsibilities but they are only liable to the limit
of the guarantee unless they did something stupid, and for the
stupid-but-accidental case you definitely want to carry cover as
part of the overall insurance.

If the directors did act like idiots then in many cases the *entire
membership* is jointly liable not just the directors. There are obvious
reasons for that too - members can't be allowed to intentionally elect a
couple of dubious figures to run a dodgy business then wash their hands
of them when they vanish and the members pocket all the loot.

You also need to make sure you've got a suitable pet accountant to file
CT600 and all the returns paperwork (and pay the fees for them all)

There are some other fun gotchas to be aware of as well. A big one
several societies hit with a nasty crunch when HMRC started checking up
is that if the organisation creates stuff and trades it inside of the
membership it can with care be "trading mutually" and generally exempt
from corporation tax, but sell one pencil to a non-member and the entire
house of cards crashes down!

Alan