[Swansea Hackspace] Re: Hackspace Digest, Vol 10, Issue 10

[Tim Moore]

Off topic:-

I may be a bit dim on this but one of the 16F1455 projects requires a file
called system.h

Is that downloadable from anywhere ?

A puzzled,

Tim_1


On 17 October 2013 19:59, <hackspace-request at swansea.hackspace.org.uk>wrote:

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> Today's Topics:
>
>    1. Re: Articles of association, or the constitution  of our
>       hackspace (Tom Lake)
>    2. Re: Articles of association, or the       constitution of our
>       hackspace (Justin Mitchell)
>    3. Re: Articles of association, or the       constitution of our
>       hackspace (Justin Mitchell)
>    4. Re: Articles of association, or the constitution  of our
>       hackspace (Tom Lake)
>    5. Re: Articles of association, or the constitution  of our
>       hackspace (Tom Lloyd)
>    6. Re: Articles of association, or the       constitution of our
>       hackspace (Alan Cox)
>    7. Re: Articles of association, or the       constitution of our
>       hackspace (Justin Mitchell)
>
>
> ----------------------------------------------------------------------
>
> Message: 1
> Date: Thu, 17 Oct 2013 14:56:25 +0100
> From: Tom Lake <tswsl1989 at sucs.org>
> Subject: Re: [Swansea Hackspace] Articles of association, or the
>         constitution    of our hackspace
> To: hackspace at swansea.hackspace.org.uk
> Message-ID: <525FEC89.1080504 at sucs.org>
> Content-Type: text/plain; charset=ISO-8859-1; format=flowed
>
>
> 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
>
>
>
>
> ------------------------------
>
> Message: 2
> Date: Thu, 17 Oct 2013 15:22:09 +0100
> From: Justin Mitchell <justin at discordia.org.uk>
> Subject: Re: [Swansea Hackspace] Articles of association, or the
>         constitution of our hackspace
> To: hackspace at swansea.hackspace.org.uk
> Message-ID: <1382019729.28038.11.camel at justin.llw.rokcorp.com>
> Content-Type: text/plain; charset="UTF-8"
>
> 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 ?
>
>
>
>
>
> ------------------------------
>
> Message: 3
> Date: Thu, 17 Oct 2013 16:51:00 +0100
> From: Justin Mitchell <justin at discordia.org.uk>
> Subject: Re: [Swansea Hackspace] Articles of association, or the
>         constitution of our hackspace
> To: hackspace <hackspace at swansea.hackspace.org.uk>
> Message-ID: <1382025060.28038.25.camel at justin.llw.rokcorp.com>
> Content-Type: text/plain; charset="UTF-8"
>
> 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.
>
>
>
>
>
> ------------------------------
>
> Message: 4
> Date: Thu, 17 Oct 2013 17:12:03 +0100
> From: Tom Lake <tswsl1989 at sucs.org>
> Subject: Re: [Swansea Hackspace] Articles of association, or the
>         constitution    of our hackspace
> To: hackspace at swansea.hackspace.org.uk
> Message-ID: <52600C53.2050205 at sucs.org>
> Content-Type: text/plain; charset=UTF-8; format=flowed
>
> (Apologies for my last reply being off list - unintentional)
>
> On 17/10/2013 16:51, Justin Mitchell wrote:
> >> 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.
> Based on other organisations, I would say it's a very reasonable
> assumption to make. Depends how irritated people get with the directors :-)
>
> > 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
>
> Then whether or not to hold an AGM should probably be something we
> decided on now rather than later.
>
> > 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.
> Agreed. I also don't particularly like the idea of tieing us to a
> particular service in the articles.
>
> Tom
>
>
>
> ------------------------------
>
> Message: 5
> Date: Thu, 17 Oct 2013 17:39:21 +0100
> From: Tom Lloyd <napalmllama at gmail.com>
> Subject: Re: [Swansea Hackspace] Articles of association, or the
>         constitution    of our hackspace
> To: Tom Lake <tswsl1989 at sucs.org>
> Cc: hackspace at swansea.hackspace.org.uk
> Message-ID:
>         <
> CAF85AwV_zYcZ7E6j_eeiLVoSrc5f3s2kXDKcLuRZT0fKwaQswA at mail.gmail.com>
> Content-Type: text/plain; charset="utf-8"
>
> 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.
> Imagine a vote on "let's not bother with health and safety." It's
> conceivably that the majority could vote for this, because H&S is a pain.
> But the directors have significant personal liability if the organisation
> e.g. kills someone. Because of this, they need the power to
> a) stop resolutions which are downright stupid and
> b) protect themselves from resolutions which could result in them being
> personally fined or going to jail.
>
> --Tom Lloyd
>
> On 17 Oct 2013 17:12, "Tom Lake" <tswsl1989 at sucs.org> wrote:
> >
> > (Apologies for my last reply being off list - unintentional)
> >
> >
> > On 17/10/2013 16:51, Justin Mitchell wrote:
> >>>
> >>> 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.
> >
> > Based on other organisations, I would say it's a very reasonable
> > assumption to make. Depends how irritated people get with the directors
> :-)
> >
> >
> >> 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
> >
> >
> > Then whether or not to hold an AGM should probably be something we
> > decided on now rather than later.
> >
> >
> >> 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.
> >
> > Agreed. I also don't particularly like the idea of tieing us to a
> particular service in the articles.
> >
> > Tom
> >
> >
> > _______________________________________________
> > Hackspace mailing list
> > Hackspace at swansea.hackspace.org.uk
> > http://stoneship.org.uk/mailman/listinfo/hackspace
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> ------------------------------
>
> Message: 6
> Date: Thu, 17 Oct 2013 18:56:19 +0100
> From: Alan Cox <alan at lxorguk.ukuu.org.uk>
> Subject: Re: [Swansea Hackspace] Articles of association, or the
>         constitution of our hackspace
> To: Tom Lloyd <napalmllama at gmail.com>
> Cc: hackspace at swansea.hackspace.org.uk
> Message-ID: <20131017185619.29b3488e at www.etchedpixels.co.uk>
> Content-Type: text/plain; charset=US-ASCII
>
> 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
>
>
>
> ------------------------------
>
> Message: 7
> Date: Thu, 17 Oct 2013 19:58:31 +0100
> From: Justin Mitchell <justin at discordia.org.uk>
> Subject: Re: [Swansea Hackspace] Articles of association, or the
>         constitution of our hackspace
> To: hackspace at swansea.hackspace.org.uk
> Message-ID: <1382036311.19149.10.camel at emerald.geode.org.uk>
> Content-Type: text/plain; charset="UTF-8"
>
> On Thu, 2013-10-17 at 18:56 +0100, Alan Cox wrote:
> > 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
>
> Company law has simplified over time, a private limited company does not
> require a company secretary, just one Director is sufficient now.
>
> It is the responsibility of the Director(s) to make sure the accounts
> and returns are filed.
>
> > 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)
>
> small to medium companies are exempt from the audit requirements, so
> company accounts can be done yourself, no professionals required, the
> current online filing system has a fairly simple pdf that you fill out
> the boxes and submit to both companies house and hmrc and takes care of
> your annual accounts and corporation tax in one go.
>
> filing your annual return via the website is £13 a year.
>
>
> > 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!
>
> They have tried to simplify it so that filing tax returns isnt so
> complex anymore, but the real trick is make sure you dont make a
> profit :)
>
>
> The paperwork required all looks very daunting, but its not all that
> complex really.
>
>
>
>
>
> ------------------------------
>
> _______________________________________________
> Hackspace mailing list
> Hackspace at swansea.hackspace.org.uk
> http://stoneship.org.uk/mailman/listinfo/hackspace
>
>
> End of Hackspace Digest, Vol 10, Issue 10
> *****************************************
>
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