<div dir="ltr"><div><div><div><div>Off topic:-<br><br></div>I may be a bit dim on this but one of the 16F1455 projects requires a file called system.h<br><br></div>Is that downloadable from anywhere ?<br><br></div>A puzzled,<br>
<br></div>Tim_1<br></div><div class="gmail_extra"><br><br><div class="gmail_quote">On 17 October 2013 19:59, <span dir="ltr"><<a href="mailto:hackspace-request@swansea.hackspace.org.uk" target="_blank">hackspace-request@swansea.hackspace.org.uk</a>></span> wrote:<br>
<blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">Send Hackspace mailing list submissions to<br>
<a href="mailto:hackspace@swansea.hackspace.org.uk">hackspace@swansea.hackspace.org.uk</a><br>
<br>
To subscribe or unsubscribe via the World Wide Web, visit<br>
<a href="http://stoneship.org.uk/mailman/listinfo/hackspace" target="_blank">http://stoneship.org.uk/mailman/listinfo/hackspace</a><br>
or, via email, send a message with subject or body 'help' to<br>
<a href="mailto:hackspace-request@swansea.hackspace.org.uk">hackspace-request@swansea.hackspace.org.uk</a><br>
<br>
You can reach the person managing the list at<br>
<a href="mailto:hackspace-owner@swansea.hackspace.org.uk">hackspace-owner@swansea.hackspace.org.uk</a><br>
<br>
When replying, please edit your Subject line so it is more specific<br>
than "Re: Contents of Hackspace digest..."<br>
<br>
<br>
Today's Topics:<br>
<br>
1. Re: Articles of association, or the constitution of our<br>
hackspace (Tom Lake)<br>
2. Re: Articles of association, or the constitution of our<br>
hackspace (Justin Mitchell)<br>
3. Re: Articles of association, or the constitution of our<br>
hackspace (Justin Mitchell)<br>
4. Re: Articles of association, or the constitution of our<br>
hackspace (Tom Lake)<br>
5. Re: Articles of association, or the constitution of our<br>
hackspace (Tom Lloyd)<br>
6. Re: Articles of association, or the constitution of our<br>
hackspace (Alan Cox)<br>
7. Re: Articles of association, or the constitution of our<br>
hackspace (Justin Mitchell)<br>
<br>
<br>
----------------------------------------------------------------------<br>
<br>
Message: 1<br>
Date: Thu, 17 Oct 2013 14:56:25 +0100<br>
From: Tom Lake <<a href="mailto:tswsl1989@sucs.org">tswsl1989@sucs.org</a>><br>
Subject: Re: [Swansea Hackspace] Articles of association, or the<br>
constitution of our hackspace<br>
To: <a href="mailto:hackspace@swansea.hackspace.org.uk">hackspace@swansea.hackspace.org.uk</a><br>
Message-ID: <<a href="mailto:525FEC89.1080504@sucs.org">525FEC89.1080504@sucs.org</a>><br>
Content-Type: text/plain; charset=ISO-8859-1; format=flowed<br>
<br>
<br>
On 14/10/2013 20:02, Gerrit Niezen wrote:<br>
>>> - 24(b) "the number of directors shall not be less than three,<br>
>>> nor more than nine" - I think we could change this to a minimum<br>
>>> of two, but then we need to modify (26) as well<br>
>><br>
>> I am unsure why they have quite such a convoluted mechanism here,<br>
>> there clearly needs to be some mechanism for the members to elect<br>
>> new directors should they feel it is required, but routinely doing<br>
>> this just generates more paperwork to be filed with companies<br>
>> house each time.<br>
Giving a range is usual as it means that the board isn't<br>
paralysed as soon as one of the directors resigns.<br>
<br>
The section about rotation is a little further down:<br>
<br>
[snip details re: first AGM]<br>
At each subsequent annual general meeting one-third of the directors or,<br>
if their number is not three or a multiple of three, the number nearest<br>
to one-third, must retire from office. If there is only one director he<br>
or she must retire.<br>
<br>
As I understand it, if a director is required to resign and is then<br>
re-elected, there's no need to file paperwork with companies house, as<br>
their appointment as director never actually terminated.<br>
It also provides the only way for the membership to appoint new<br>
directors if the cap above has been filled - unless you were suggesting<br>
removing the cap on the number of directors Justin?<br>
<br>
The timings on the process to nominate a new director could do with<br>
looking at. Do we want adjust the process to allow people to nominate<br>
themselves?<br>
<br>
<br>
Tom<br>
<br>
<br>
<br>
<br>
------------------------------<br>
<br>
Message: 2<br>
Date: Thu, 17 Oct 2013 15:22:09 +0100<br>
From: Justin Mitchell <<a href="mailto:justin@discordia.org.uk">justin@discordia.org.uk</a>><br>
Subject: Re: [Swansea Hackspace] Articles of association, or the<br>
constitution of our hackspace<br>
To: <a href="mailto:hackspace@swansea.hackspace.org.uk">hackspace@swansea.hackspace.org.uk</a><br>
Message-ID: <<a href="mailto:1382019729.28038.11.camel@justin.llw.rokcorp.com">1382019729.28038.11.camel@justin.llw.rokcorp.com</a>><br>
Content-Type: text/plain; charset="UTF-8"<br>
<br>
On Thu, 2013-10-17 at 14:56 +0100, Tom Lake wrote:<br>
> On 14/10/2013 20:02, Gerrit Niezen wrote:<br>
> >>> - 24(b) "the number of directors shall not be less than three,<br>
> >>> nor more than nine" - I think we could change this to a minimum<br>
> >>> of two, but then we need to modify (26) as well<br>
> >><br>
> >> I am unsure why they have quite such a convoluted mechanism here,<br>
> >> there clearly needs to be some mechanism for the members to elect<br>
> >> new directors should they feel it is required, but routinely doing<br>
> >> this just generates more paperwork to be filed with companies<br>
> >> house each time.<br>
> Giving a range is usual as it means that the board isn't<br>
> paralysed as soon as one of the directors resigns.<br>
><br>
> The section about rotation is a little further down:<br>
><br>
> [snip details re: first AGM]<br>
> At each subsequent annual general meeting one-third of the directors or,<br>
> if their number is not three or a multiple of three, the number nearest<br>
> to one-third, must retire from office. If there is only one director he<br>
> or she must retire.<br>
><br>
> As I understand it, if a director is required to resign and is then<br>
> re-elected, there's no need to file paperwork with companies house, as<br>
> their appointment as director never actually terminated.<br>
> It also provides the only way for the membership to appoint new<br>
> directors if the cap above has been filled - unless you were suggesting<br>
> removing the cap on the number of directors Justin?<br>
><br>
> The timings on the process to nominate a new director could do with<br>
> looking at. Do we want adjust the process to allow people to nominate<br>
> themselves?<br>
<br>
My intention was that rather than forcing this to happen every year,<br>
that the membership could force an election when it needed to.<br>
<br>
I am not convinced that conflating company director with the role of day<br>
to day management is such a good idea, in the short term they are likely<br>
to be the same people, but not in a long-term democratic structure.<br>
<br>
a company director has legal responsibilities, your details go on public<br>
record, there are potentially tax issues, and there are legal<br>
restrictions on who can be a director etc, hence the need to file with<br>
companies house with every change.<br>
<br>
I don't see that as being compatible with the 'everyone can have a go'<br>
management structure that forced yearly elections implies.<br>
<br>
Does that make sense ?<br>
<br>
<br>
<br>
<br>
<br>
------------------------------<br>
<br>
Message: 3<br>
Date: Thu, 17 Oct 2013 16:51:00 +0100<br>
From: Justin Mitchell <<a href="mailto:justin@discordia.org.uk">justin@discordia.org.uk</a>><br>
Subject: Re: [Swansea Hackspace] Articles of association, or the<br>
constitution of our hackspace<br>
To: hackspace <<a href="mailto:hackspace@swansea.hackspace.org.uk">hackspace@swansea.hackspace.org.uk</a>><br>
Message-ID: <<a href="mailto:1382025060.28038.25.camel@justin.llw.rokcorp.com">1382025060.28038.25.camel@justin.llw.rokcorp.com</a>><br>
Content-Type: text/plain; charset="UTF-8"<br>
<br>
On Thu, 2013-10-17 at 16:27 +0100, Tom Lake wrote:<br>
> On 17/10/2013 15:22, Justin Mitchell wrote:<br>
> > Does that make sense ?<br>
> Not entirely. Given that the directors are legally responsible for the<br>
> company, at the very least I'd have said they're going to need to be<br>
> aware of the day to day operations of the hackspace. Whether there are<br>
> other people who have day to day responsibilities is a seperate question.<br>
<br>
Any directors would need to be a part of "the board" or whatever<br>
decision making apparatus there is, and thus in the loop with all the<br>
decisions, but that doesn't mean they would have ultimate power.<br>
<br>
> As far as the rotation is concerned, the current articles imply that we<br>
> will hold an annual general meeting, and in that case I certainly prefer<br>
> that there is an opportunity for a certain number of directors to be<br>
> replaced if the members wish to do so - even if the expectation is that<br>
> the "resigning" directors are re-appointed at that meeting. In an ideal<br>
> scenario, everyone is happy with the directors that are in place and<br>
> business continues as normal.<br>
If this a reasonable assumption to make, then fair enough, but if the<br>
intent was that the directors changed every year then i could see it<br>
being an issue.<br>
<br>
><br>
> If we're not going to have a formal AGM each year then we need to check<br>
> that's acceptable under the current legislation, and if so remove the<br>
> remaining references to it from the articles. In that instance, you may<br>
> as well remove the requirement for the directors to resign by rotation.<br>
I seem to recall that the AGM is a non-negotiable requirement, and its<br>
typical that the articles include stuff about circulating the accounts<br>
at the AGM and so on.<br>
<br>
Ah, it seems that as of 2006 companies act it is no longer a requirement<br>
to hold an AGM if the Articles say it isnt. The articles can also state<br>
that circulation of accounts etc will be electronic.<br>
<br>
<a href="http://www.companieshouse.gov.uk/about/gbhtml/ca_gba7.shtml" target="_blank">http://www.companieshouse.gov.uk/about/gbhtml/ca_gba7.shtml</a><br>
<br>
I also note it says that resolutions can now be passed either "At a<br>
meeting of members" , or by "A written resolution, this can be<br>
circulated and agreed to electronically or by hard copy."<br>
<br>
So as long as our articles permit it, everything can be done<br>
electronically, except for "A resolution to remove a director,"<br>
<br>
<br>
so i would be careful of the clause that specified some specific website<br>
to do voting etc via, as that would be artificially limiting.<br>
<br>
<br>
<br>
<br>
<br>
------------------------------<br>
<br>
Message: 4<br>
Date: Thu, 17 Oct 2013 17:12:03 +0100<br>
From: Tom Lake <<a href="mailto:tswsl1989@sucs.org">tswsl1989@sucs.org</a>><br>
Subject: Re: [Swansea Hackspace] Articles of association, or the<br>
constitution of our hackspace<br>
To: <a href="mailto:hackspace@swansea.hackspace.org.uk">hackspace@swansea.hackspace.org.uk</a><br>
Message-ID: <<a href="mailto:52600C53.2050205@sucs.org">52600C53.2050205@sucs.org</a>><br>
Content-Type: text/plain; charset=UTF-8; format=flowed<br>
<br>
(Apologies for my last reply being off list - unintentional)<br>
<br>
On 17/10/2013 16:51, Justin Mitchell wrote:<br>
>> As far as the rotation is concerned, the current articles imply<br>
>> that we will hold an annual general meeting, and in that case I<br>
>> certainly prefer that there is an opportunity for a certain number<br>
>> of directors to be replaced if the members wish to do so - even if<br>
>> the expectation is that the "resigning" directors are re-appointed<br>
>> at that meeting. In an ideal scenario, everyone is happy with the<br>
>> directors that are in place and business continues as normal.<br>
> If this a reasonable assumption to make, then fair enough, but if<br>
> the intent was that the directors changed every year then i could see<br>
> it being an issue.<br>
Based on other organisations, I would say it's a very reasonable<br>
assumption to make. Depends how irritated people get with the directors :-)<br>
<br>
> Ah, it seems that as of 2006 companies act it is no longer a<br>
> requirement to hold an AGM if the Articles say it isnt. The articles<br>
> can also state that circulation of accounts etc will be electronic.<br>
><br>
> <a href="http://www.companieshouse.gov.uk/about/gbhtml/ca_gba7.shtml" target="_blank">http://www.companieshouse.gov.uk/about/gbhtml/ca_gba7.shtml</a><br>
<br>
Then whether or not to hold an AGM should probably be something we<br>
decided on now rather than later.<br>
<br>
> I also note it says that resolutions can now be passed either "At a<br>
> meeting of members" , or by "A written resolution, this can be<br>
> circulated and agreed to electronically or by hard copy."<br>
><br>
> So as long as our articles permit it, everything can be done<br>
> electronically, except for "A resolution to remove a director,"<br>
<br>
> so i would be careful of the clause that specified some specific<br>
> website to do voting etc via, as that would be artificially<br>
> limiting.<br>
Agreed. I also don't particularly like the idea of tieing us to a<br>
particular service in the articles.<br>
<br>
Tom<br>
<br>
<br>
<br>
------------------------------<br>
<br>
Message: 5<br>
Date: Thu, 17 Oct 2013 17:39:21 +0100<br>
From: Tom Lloyd <<a href="mailto:napalmllama@gmail.com">napalmllama@gmail.com</a>><br>
Subject: Re: [Swansea Hackspace] Articles of association, or the<br>
constitution of our hackspace<br>
To: Tom Lake <<a href="mailto:tswsl1989@sucs.org">tswsl1989@sucs.org</a>><br>
Cc: <a href="mailto:hackspace@swansea.hackspace.org.uk">hackspace@swansea.hackspace.org.uk</a><br>
Message-ID:<br>
<<a href="mailto:CAF85AwV_zYcZ7E6j_eeiLVoSrc5f3s2kXDKcLuRZT0fKwaQswA@mail.gmail.com">CAF85AwV_zYcZ7E6j_eeiLVoSrc5f3s2kXDKcLuRZT0fKwaQswA@mail.gmail.com</a>><br>
Content-Type: text/plain; charset="utf-8"<br>
<br>
One thing to add. If the directors are legally responsible for the<br>
organisation, then between them they should have a controlling share of the<br>
votes, or at least some form of veto.<br>
Imagine a vote on "let's not bother with health and safety." It's<br>
conceivably that the majority could vote for this, because H&S is a pain.<br>
But the directors have significant personal liability if the organisation<br>
e.g. kills someone. Because of this, they need the power to<br>
a) stop resolutions which are downright stupid and<br>
b) protect themselves from resolutions which could result in them being<br>
personally fined or going to jail.<br>
<br>
--Tom Lloyd<br>
<br>
On 17 Oct 2013 17:12, "Tom Lake" <<a href="mailto:tswsl1989@sucs.org">tswsl1989@sucs.org</a>> wrote:<br>
><br>
> (Apologies for my last reply being off list - unintentional)<br>
><br>
><br>
> On 17/10/2013 16:51, Justin Mitchell wrote:<br>
>>><br>
>>> As far as the rotation is concerned, the current articles imply<br>
>>> that we will hold an annual general meeting, and in that case I<br>
>>> certainly prefer that there is an opportunity for a certain number<br>
>>> of directors to be replaced if the members wish to do so - even if<br>
>>> the expectation is that the "resigning" directors are re-appointed<br>
>>> at that meeting. In an ideal scenario, everyone is happy with the<br>
>>> directors that are in place and business continues as normal.<br>
>><br>
>> If this a reasonable assumption to make, then fair enough, but if<br>
>> the intent was that the directors changed every year then i could see<br>
>> it being an issue.<br>
><br>
> Based on other organisations, I would say it's a very reasonable<br>
> assumption to make. Depends how irritated people get with the directors<br>
:-)<br>
><br>
><br>
>> Ah, it seems that as of 2006 companies act it is no longer a<br>
>> requirement to hold an AGM if the Articles say it isnt. The articles<br>
>> can also state that circulation of accounts etc will be electronic.<br>
>><br>
>> <a href="http://www.companieshouse.gov.uk/about/gbhtml/ca_gba7.shtml" target="_blank">http://www.companieshouse.gov.uk/about/gbhtml/ca_gba7.shtml</a><br>
><br>
><br>
> Then whether or not to hold an AGM should probably be something we<br>
> decided on now rather than later.<br>
><br>
><br>
>> I also note it says that resolutions can now be passed either "At a<br>
>> meeting of members" , or by "A written resolution, this can be<br>
>> circulated and agreed to electronically or by hard copy."<br>
>><br>
>> So as long as our articles permit it, everything can be done<br>
>> electronically, except for "A resolution to remove a director,"<br>
><br>
><br>
>> so i would be careful of the clause that specified some specific<br>
>> website to do voting etc via, as that would be artificially<br>
>> limiting.<br>
><br>
> Agreed. I also don't particularly like the idea of tieing us to a<br>
particular service in the articles.<br>
><br>
> Tom<br>
><br>
><br>
> _______________________________________________<br>
> Hackspace mailing list<br>
> <a href="mailto:Hackspace@swansea.hackspace.org.uk">Hackspace@swansea.hackspace.org.uk</a><br>
> <a href="http://stoneship.org.uk/mailman/listinfo/hackspace" target="_blank">http://stoneship.org.uk/mailman/listinfo/hackspace</a><br>
-------------- next part --------------<br>
An HTML attachment was scrubbed...<br>
URL: <a href="http://swansea.hackspace.org.uk/pipermail/hackspace/attachments/20131017/7cd9ecd9/attachment-0001.html" target="_blank">http://swansea.hackspace.org.uk/pipermail/hackspace/attachments/20131017/7cd9ecd9/attachment-0001.html</a><br>
<br>
------------------------------<br>
<br>
Message: 6<br>
Date: Thu, 17 Oct 2013 18:56:19 +0100<br>
From: Alan Cox <<a href="mailto:alan@lxorguk.ukuu.org.uk">alan@lxorguk.ukuu.org.uk</a>><br>
Subject: Re: [Swansea Hackspace] Articles of association, or the<br>
constitution of our hackspace<br>
To: Tom Lloyd <<a href="mailto:napalmllama@gmail.com">napalmllama@gmail.com</a>><br>
Cc: <a href="mailto:hackspace@swansea.hackspace.org.uk">hackspace@swansea.hackspace.org.uk</a><br>
Message-ID: <<a href="mailto:20131017185619.29b3488e@www.etchedpixels.co.uk">20131017185619.29b3488e@www.etchedpixels.co.uk</a>><br>
Content-Type: text/plain; charset=US-ASCII<br>
<br>
On Thu, 17 Oct 2013 17:39:21 +0100<br>
Tom Lloyd <<a href="mailto:napalmllama@gmail.com">napalmllama@gmail.com</a>> wrote:<br>
<br>
> One thing to add. If the directors are legally responsible for the<br>
> organisation, then between them they should have a controlling share of the<br>
> votes, or at least some form of veto.<br>
<br>
The company secretary is ultimately liable for most of the duties of the<br>
company being performed, that includes being responsible for<br>
<br>
- the annual filings (and fees) to companies house<br>
<br>
- the maintenance of the registered office of the company<br>
<br>
- informing companies house of any changes of appointments, share<br>
allocations, etc and paying the appropriate fees<br>
<br>
- arranging the board meetings<br>
<br>
- arranging an AGM if requested<br>
<br>
by convention (but not I believe in law)<br>
<br>
- keeping the company articles safe<br>
- maintaining the stock certificates and transfers<br>
- holding the seal<br>
<br>
(for the obvious reason they have to do all the companies house stuff)<br>
<br>
The directors have responsibilities but they are only liable to the limit<br>
of the guarantee unless they did something stupid, and for the<br>
stupid-but-accidental case you definitely want to carry cover as<br>
part of the overall insurance.<br>
<br>
If the directors did act like idiots then in many cases the *entire<br>
membership* is jointly liable not just the directors. There are obvious<br>
reasons for that too - members can't be allowed to intentionally elect a<br>
couple of dubious figures to run a dodgy business then wash their hands<br>
of them when they vanish and the members pocket all the loot.<br>
<br>
You also need to make sure you've got a suitable pet accountant to file<br>
CT600 and all the returns paperwork (and pay the fees for them all)<br>
<br>
There are some other fun gotchas to be aware of as well. A big one<br>
several societies hit with a nasty crunch when HMRC started checking up<br>
is that if the organisation creates stuff and trades it inside of the<br>
membership it can with care be "trading mutually" and generally exempt<br>
from corporation tax, but sell one pencil to a non-member and the entire<br>
house of cards crashes down!<br>
<br>
Alan<br>
<br>
<br>
<br>
------------------------------<br>
<br>
Message: 7<br>
Date: Thu, 17 Oct 2013 19:58:31 +0100<br>
From: Justin Mitchell <<a href="mailto:justin@discordia.org.uk">justin@discordia.org.uk</a>><br>
Subject: Re: [Swansea Hackspace] Articles of association, or the<br>
constitution of our hackspace<br>
To: <a href="mailto:hackspace@swansea.hackspace.org.uk">hackspace@swansea.hackspace.org.uk</a><br>
Message-ID: <<a href="mailto:1382036311.19149.10.camel@emerald.geode.org.uk">1382036311.19149.10.camel@emerald.geode.org.uk</a>><br>
Content-Type: text/plain; charset="UTF-8"<br>
<br>
On Thu, 2013-10-17 at 18:56 +0100, Alan Cox wrote:<br>
> On Thu, 17 Oct 2013 17:39:21 +0100<br>
> Tom Lloyd <<a href="mailto:napalmllama@gmail.com">napalmllama@gmail.com</a>> wrote:<br>
><br>
> > One thing to add. If the directors are legally responsible for the<br>
> > organisation, then between them they should have a controlling share of the<br>
> > votes, or at least some form of veto.<br>
><br>
> The company secretary is ultimately liable for most of the duties of the<br>
> company being performed, that includes being responsible for<br>
<br>
Company law has simplified over time, a private limited company does not<br>
require a company secretary, just one Director is sufficient now.<br>
<br>
It is the responsibility of the Director(s) to make sure the accounts<br>
and returns are filed.<br>
<br>
> You also need to make sure you've got a suitable pet accountant to file<br>
> CT600 and all the returns paperwork (and pay the fees for them all)<br>
<br>
small to medium companies are exempt from the audit requirements, so<br>
company accounts can be done yourself, no professionals required, the<br>
current online filing system has a fairly simple pdf that you fill out<br>
the boxes and submit to both companies house and hmrc and takes care of<br>
your annual accounts and corporation tax in one go.<br>
<br>
filing your annual return via the website is £13 a year.<br>
<br>
<br>
> There are some other fun gotchas to be aware of as well. A big one<br>
> several societies hit with a nasty crunch when HMRC started checking up<br>
> is that if the organisation creates stuff and trades it inside of the<br>
> membership it can with care be "trading mutually" and generally exempt<br>
> from corporation tax, but sell one pencil to a non-member and the entire<br>
> house of cards crashes down!<br>
<br>
They have tried to simplify it so that filing tax returns isnt so<br>
complex anymore, but the real trick is make sure you dont make a<br>
profit :)<br>
<br>
<br>
The paperwork required all looks very daunting, but its not all that<br>
complex really.<br>
<br>
<br>
<br>
<br>
<br>
------------------------------<br>
<br>
_______________________________________________<br>
Hackspace mailing list<br>
<a href="mailto:Hackspace@swansea.hackspace.org.uk">Hackspace@swansea.hackspace.org.uk</a><br>
<a href="http://stoneship.org.uk/mailman/listinfo/hackspace" target="_blank">http://stoneship.org.uk/mailman/listinfo/hackspace</a><br>
<br>
<br>
End of Hackspace Digest, Vol 10, Issue 10<br>
*****************************************<br>
</blockquote></div><br></div>