Thoughts on how HackerspaceSG might organise itself

[Roland Turner]

All,

You will astonished to hear that I have a view as to how HackerspaceSG might organise itself in future. Here is an outline:

General Manager / Venue Manager

Like any other organisation, we have a number of administrative needs. To date, we have treated them as being so small that they can be addressed at "leisure" anything up to several years after the fact. This has caused a number of problem. I'd suggest that, instead, these things should be addressed as they arise. The principle that was drummed into me in my first job was "A day's work in a day.", i.e. that whatever arises today should be addressed today wherever reasonably possible.

Like any other organisation with a space for member use, we have a number of needs relating to keeping the space usable and safe, and - as we're nowhere near capacity - appealing to potential new members.

I'd suggest that our small size means that it would be best for these two roles to be handled by one person. It is possible to spread it amongst two or more people but the coordination overhead is likely to be costly. I'd also suggest that this should not be a volunteer undertaking. Ideally, the person employed to do this should be someone who is already in the space on a regular basis and is recognised by members and directors (see below) as someone who will be credible with our wider community.

Directors (and corporate structure)

As the founding directors have indicated their intention to resign, we'll need someone else to step up to this role. This could be as simple as a handshake deal with new directors, however it occurs to me that it might make sense to reconstitute HackerspaceSG as an association and hold annual elections for directors/council/committee/etc. I don't have a clear view either way on this latter question, but would suggest that we make it a practice to review who our directors and shareholders are on an annual basis and to ensure that only people who are actively involved are directors. The current situation is not ideal (and indeed, is about to end, one way or another).

Regular Meeting/Plenum

I'd be happy to resume chairing regular plena (or to attend if someone else is), although Tuesdays are now awkward for me personally. Monthly is probably fine; quarterly might also be OK.

More to follow

I'll write more shortly on what I'd suggest the General Manager's job description should be, and some thoughts on tooling. In the meantime: thoughts anyone?

- Roland

[Valentine C]

I was hoping to write a more elaborate post on this topic as well, but since I was busy with a conference last weekend, I'll just tack on something before the plenum:

On Wednesday, October 18, 2017 at 6:28:27 PM UTC+8, roland wrote:

Directors (and corporate structure)

As the founding directors have indicated their intention to resign, we'll need someone else to step up to this role. This could be as simple as a handshake deal with new directors, however it occurs to me that it might make sense to reconstitute HackerspaceSG as an association and hold annual elections for directors/council/committee/etc. I don't have a clear view either way on this latter question, but would suggest that we make it a practice to review who our directors and shareholders are on an annual basis and to ensure that only people who are actively involved are directors. The current situation is not ideal (and indeed, is about to end, one way or another).

This is probably the most important part that we should discuss. Preliminary discussions with some other members have led me to think that things should revolve around the concept that "incentives should be aligned".

The present Pte Ltd structure:

1. puts an incredible amount of responsibility on our directors, for little/no incentive;

2. legally speaking, benefits only the shareholders of the Pte Ltd;

3. gives members little say in important affairs that affect the ability for HackerspaceSG to keep running, like finances and memberships;

4. has, in practice, a bus factor of one.

I'd like to propose a reorganisation towards the hybrid structure of a Registered Society (easy-to-digest FAQs: http://www.ifaq.gov.sg/MHA/apps/fcd_faqmain.aspx#TOPIC_1240), but leaving the Pte Ltd as the holder of our lease and bill-paying entity.

This helps us align incentives:

1. active members form the executive committee, which remain in charge of making sure we are compliant with government regulations, keeping our books, and managing member affairs;

2. because it's not a business, members who might have problems with holding a directorship might be willing to step up as committee members;

3. the society structure makes us (mainly) accountable towards our society's members, and not towards proving that we are solvent to other businesses that we may have dealing with (the main point of a Pte Ltd having to file with ACRA every year);

4. membership revenue is tax-free [1];

5. it gives us a chance for an almost fresh start.

Some things we'll need to think about as a society:

1. the need for trustees to hold property, as the society cannot do so (the Pte Ltd can act as this);

2. the need for an audit of our annual returns by either a member not in the committee (there is no need for an accounting qualification if our revenue is under $500,000/year), or a qualified accountant.

[1] https://www.iras.gov.sg/irashome/Other-Taxes/Clubs-and-Associations/Working-out-your-taxes/Know-What-is-Taxable-and-What-is-Not/

-Valentine

[KH]

Here are some quick questions:

On Monday, October 30, 2017 at 3:58:32 PM UTC+8, Valentine C wrote:

 

The present Pte Ltd structure:

1. puts an incredible amount of responsibility on our directors, for little/no incentive;

May I know what the responsibilities are/were, in practice?

 

2. legally speaking, benefits only the shareholders of the Pte Ltd;

I suppose this is not a problem as no shares were officially issued, but I'm not sure.

3. gives members little say in important affairs that affect the ability for HackerspaceSG to keep running, like finances and memberships;

I think this was more because we hadn't been having plena, rather than that we'd not had a voice.

 

4. has, in practice, a bus factor of one.

Isn't it split among the team of directors?

 

I'd like to propose a reorganisation towards the hybrid structure of a Registered Society (easy-to-digest FAQs: http://www.ifaq.gov.sg/MHA/apps/fcd_faqmain.aspx#TOPIC_1240), but leaving the Pte Ltd as the holder of our lease and bill-paying entity.

This helps us align incentives:

4. membership revenue is tax-free [1];

I had no idea we were paying taxes on our membership revenue.

 

Some things we'll need to think about as a society:

1. the need for trustees to hold property, as the society cannot do so (the Pte Ltd can act as this);

Can the property not be re-registered by one of the members of the current executive committee?

I don't think I'll be able to make the plenum, but I would be interested in following on IRC, or something.

KH

[Roland Turner]

On 30/10/17 14:43, Valentine C wrote:

I was hoping to write a more elaborate post on this topic as well, but since I was busy with a conference last weekend, I'll just tack on something before the plenum:

I'm having a similar problem..

Directors (and corporate structure)

As the founding directors have indicated their intention to resign, we'll need someone else to step up to this role. This could be as simple as a handshake deal with new directors, however it occurs to me that it might make sense to reconstitute HackerspaceSG as an association and hold annual elections for directors/council/committee/etc. I don't have a clear view either way on this latter question, but would suggest that we make it a practice to review who our directors and shareholders are on an annual basis and to ensure that only people who are actively involved are directors. The current situation is not ideal (and indeed, is about to end, one way or another).

This is probably the most important part that we should discuss. Preliminary discussions with some other members have led me to think that things should revolve around the concept that "incentives should be aligned".

The present Pte Ltd structure:

1. puts an incredible amount of responsibility on our directors, for little/no incentive;

No more than it puts on committee members of an association, surely? (Obligation to keep books of accounts and file annual returns; potential for fines, summons, and arrest upon failure to do so, etc.)

2. legally speaking, benefits only the shareholders of the Pte Ltd;

That's simply not true. The benefits of HackerspaceSG's existence and operation categorically do not extend to its shareholders, and there was never any expectation or likelihood that they would do so. In some hypothetical situation in which HackerspaceSG was run on a for-profit (rather than cost-recovery) basis then yes, but that's never been the case.

3. gives members little say in important affairs that affect the ability for HackerspaceSG to keep running, like finances and memberships;

As KH has argued, that's no more true of an association than it is of a Pte. Ltd. run along HackerspaceSG's lines. (The typical operation of a Pte. Ltd. is not relevant here.)

4. has, in practice, a bus factor of one.

True, but that's also not a function of corporate structure. It was arguably a failure of the founding directors to fail to recruit and prepare successors, but that can happen just as readily to an association. There's no magic...

I'd like to propose a reorganisation towards the hybrid structure of a Registered Society (easy-to-digest FAQs: http://www.ifaq.gov.sg/MHA/apps/fcd_faqmain.aspx#TOPIC_1240),

Given that HackerspaceSG's mode of operation is now pretty clear, I'd suggest that, yes, an association is a sensible structure.

but leaving the Pte Ltd as the holder of our lease and bill-paying entity.

Erm, we've failed to mount an effective administration of a single entity; throwing an additional entity into the mix seems like a terrible idea. Surely the approach is to replace the Pte. Ltd. with an association?

This helps us align incentives:

1. active members form the executive committee, which remain in charge of making sure we are compliant with government regulations, keeping our books, and managing member affairs;

While I suspect that an association is a better fit for HackerspaceSG in light of 8 years of operating history, I would point out that the assumption that volunteers will magically appear to perform the real work of administration is not a reasonable one; it is in fact the same incorrect assumption that the founders made. HackerspaceSG's existence as a Pte. Ltd. has never acted to prevent anyone from volunteering. As I suggested earlier, a GM on a modest stipend is probably a more reliable option. There is still a need for at least slightly engaged directors/committee of course, but I suspect that that is a much lower bar than trying to operate on volunteers.

2. because it's not a business, members who might have problems with holding a directorship might be willing to step up as committee members;

That makes no sense at all. The obligations and penalties are comparable, and the business of HackerspaceSG wouldn't change anyway.

3. the society structure makes us (mainly) accountable towards our society's members, and not towards proving that we are solvent to other businesses that we may have dealing with (the main point of a Pte Ltd having to file with ACRA every year);

The ACRA filing is replaced with a ROS filing. Creditors are still dependent upon and entitled to the integrity of the committee/directors. The situation is not materially different.

4. membership revenue is tax-free [1];

Nice, but not terribly important. HackerspaceSG has never turned a profit.

5. it gives us a chance for an almost fresh start.

I'd suggest that it is the imminent resignation of the founding directors has that effect. Changing the corporate structure does not appear to affect this either way.

Some things we'll need to think about as a society:

1. the need for trustees to hold property, as the society cannot do so (the Pte Ltd can act as this);

Do you have a source for this? The FAQ suggests that the constraint is on owning immovable property; a bank account balance, movable property, and intangibles would seem to be pretty ordinary things for a society to own.

2. the need for an audit of our annual returns by either a member not in the committee (there is no need for an accounting qualification if our revenue is under $500,000/year), or a qualified accountant.

This is interesting, although not a big deal. Note that much of our accounting expense has arisen from poor book-keeping and the need to pay experts to untangle the mess. That will be true with any corporate structure.

- Roland

[Roland Turner]

On 30/10/17 16:11, KH wrote:

Here are some quick questions:

On Monday, October 30, 2017 at 3:58:32 PM UTC+8, Valentine C wrote:

 

The present Pte Ltd structure:

1. puts an incredible amount of responsibility on our directors, for little/no incentive;

May I know what the responsibilities are/were, in practice?

Principally:

• the legal obligations to keep financial records and file accounts; and
• day to day operation (recruiting members, agreeing subscriptions, collecting money, ensuring that the place is kept both clean and tidy, keeping consumables stocked, ...)

My view is that the issue was the assumption that this could be performed on a volunteer basis. Over time, that ended up being Luther doing so on a goodwill basis while running 12Geeks out of HackerspaceSG. When he started his current job, most of the above stopped.

2. legally speaking, benefits only the shareholders of the Pte Ltd;

I suppose this is not a problem as no shares were officially issued, but I'm not sure.

I'm pretty sure you can't register a Pte. Ltd. with no shares. Meng and Ruiwen each hold a single share. They are of course happy to transfer them as part of a change in directorship and/or structure.

3. gives members little say in important affairs that affect the ability for HackerspaceSG to keep running, like finances and memberships;

I think this was more because we hadn't been having plena, rather than that we'd not had a voice.

+1

I would point out that, unless I've overlooked something, no-one other than me ever attempted to convene one. When you depend entirely upon volunteers...

 

4. has, in practice, a bus factor of one.

Isn't it split among the team of directors?

In theory. I think that Valentine's point was that, in practice, the whole thing finally fell on Luther, although Ruiwen has also kept up a specific book-keeping task relating to the bank account.

I'd like to propose a reorganisation towards the hybrid structure of a Registered Society (easy-to-digest FAQs: http://www.ifaq.gov.sg/MHA/apps/fcd_faqmain.aspx#TOPIC_1240), but leaving the Pte Ltd as the holder of our lease and bill-paying entity.

This helps us align incentives:

4. membership revenue is tax-free [1];

I had no idea we were paying taxes on our membership revenue.

We're not. Taxes are only payable on profits. Looking forward to a future in which we generate a material surplus though: this is a nice consequence. The qualification is that at least half of our revenue is from members, which is certainly true (~100% is).

 

Some things we'll need to think about as a society:

1. the need for trustees to hold property, as the society cannot do so (the Pte Ltd can act as this);

Can the property not be re-registered by one of the members of the current executive committee?

Immovable property must be held by a trustee: typically someone engaged in their professional capacity, for a fee, but it could be a committee member. I suspect that this doesn't affect us because the limit is only on immovable property, none of which HackerspaceSG owns. (This rule would be relevant for a sports club owning a field, for example.)

I don't think I'll be able to make the plenum, but I would be interested in following on IRC, or something.

I'm happy to set up a Skype session, although suspect that I can only do so for one remote participant. You're the only person who's asked so far.

(If more ask, then I guess a Hangout, although my experience with Hangout hasn't been great.)

- Roland

[Valentine C]

On Monday, October 30, 2017 at 11:38:02 PM UTC+8, roland wrote:

On 30/10/17 14:43, Valentine C wrote:

The present Pte Ltd structure:

1. puts an incredible amount of responsibility on our directors, for little/no incentive;

No more than it puts on committee members of an association, surely? (Obligation to keep books of accounts and file annual returns; potential for fines, summons, and arrest upon failure to do so, etc.)

From a cursory look at the Societies Regulations [1], it seems that penalties would only be imposed on the President, Secretary and Treasurer of the committee. But yes, I agree.

I think there's a different, often undiscussed burden we should consider: Holding a company directorship might, in some lines of work, imply moonlighting / carrying out a business. Being a committee member doesn't have such implications.

[1] http://statutes.agc.gov.sg/aol/search/display/view.w3p;page=0;query=CompId%3Ade20cc96-4b63-4170-87c5-7d57ab801a88;rec=0

 

2. legally speaking, benefits only the shareholders of the Pte Ltd;

That's simply not true. The benefits of HackerspaceSG's existence and operation categorically do not extend to its shareholders, and there was never any expectation or likelihood that they would do so. In some hypothetical situation in which HackerspaceSG was run on a for-profit (rather than cost-recovery) basis then yes, but that's never been the case.

I don't have a copy of HackerspaceSG Pte Ltd's articles of association, but a company's main purpose is to benefit its shareholders, whether it's for-profit or not.

3. gives members little say in important affairs that affect the ability for HackerspaceSG to keep running, like finances and memberships;

As KH has argued, that's no more true of an association than it is of a Pte. Ltd. run along HackerspaceSG's lines. (The typical operation of a Pte. Ltd. is not relevant here.)

Perhaps I've phrased it badly — my thought (blunt, and which may be shared by some other members) is that "it's not my problem, it's up to the directors to make sure that they comply". And I'm sure we've commonly invoked the argument that "xx is a director, so he's ultimately responsible for making the decision — not any of us members".

This would similarly apply to a society, but the requirement for (re)elections keeps a member's interests aligned — they're able to stand for election if they believe that they can perform better. There isn't such a provision in most private companies — and even then, it's almost always limited to shareholders (e.g. an Extraordinary General Meeting).

4. has, in practice, a bus factor of one.

True, but that's also not a function of corporate structure. It was arguably a failure of the founding directors to fail to recruit and prepare successors, but that can happen just as readily to an association. There's no magic...

I think you've addressed this in your reply to KH, though I'd also like everyone to consider that there might be other factors that prevent others from taking on a directorship position, as I've outlined above.

but leaving the Pte Ltd as the holder of our lease and bill-paying entity.

Erm, we've failed to mount an effective administration of a single entity; throwing an additional entity into the mix seems like a terrible idea. Surely the approach is to replace the Pte. Ltd. with an association?

Perhaps in the future, yes. Note that our lease and bills are currently signed for by HackerspaceSG Pte Ltd, and I suspect performing transfers of ownership might not be as straightforward as we think (especially for our ISP, where it might be considered a breach of contract — remember the issue we had with our previous telco when we moved from Bussorah St to King George's Building?).

I missed this out in my earlier post, but if the burden of membership accounting could be shifted towards our society, the Pte Ltd's books would be much cleaner. Every month would look like:

1. in — (enough) membership income to cover bills

2. out — rent for 344B King George's Avenue

3. out — electricity and water

4. out — ISP

5. out — cleaner

This would, at the very least, help take the burden of having to file overly-complex annual returns off the directors of the Pte Ltd during our transition period. (In fact, it should be more-or-less net zero.)

1. active members form the executive committee, which remain in charge of making sure we are compliant with government regulations, keeping our books, and managing member affairs;

As I suggested earlier, a GM on a modest stipend is probably a more reliable option. There is still a need for at least slightly engaged directors/committee of course, but I suspect that that is a much lower bar than trying to operate on volunteers.

I think it's a good idea, though we could probably split it up into multiple roles essential to the function of the space — membership officer, venue officer, etc.

2. because it's not a business, members who might have problems with holding a directorship might be willing to step up as committee members;

That makes no sense at all. The obligations and penalties are comparable, and the business of HackerspaceSG wouldn't change anyway.

See my reply above to points 1 and 3.

 

4. membership revenue is tax-free [1];

Nice, but not terribly important. HackerspaceSG has never turned a profit.

We've had to pay tax for YA2014.

5. it gives us a chance for an almost fresh start.

I'd suggest that it is the imminent resignation of the founding directors has that effect. Changing the corporate structure does not appear to affect this either way.

By a fresh start, I mean I believe it would be easier to start by reporting the society's income and expenditure solely on cash basis.

This is probably best discussed separately.

Some things we'll need to think about as a society:

1. the need for trustees to hold property, as the society cannot do so (the Pte Ltd can act as this);

Do you have a source for this? The FAQ suggests that the constraint is on owning immovable property; a bank account balance, movable property, and intangibles would seem to be pretty ordinary things for a society to own.

My property law's a bit rusty, but I'd hazard a guess that a lease is considered immovable property, so we'll need to appoint a trustee anyway.

The part on movable property is thankfully covered by s35(1)(a) of the Societies Act [2]:

the movable property of a society, if not vested in trustees, shall be deemed to be vested for the time being in the governing body of the society, and in all proceedings civil and criminal may be described as the property of the governing body of the society by their proper title;

[2] http://statutes.agc.gov.sg/aol/search/display/view.w3p;page=0;query=DocId%3Ad6e38654-0cee-4c7e-bfde-18b1bad85bf8%20Depth%3A0%20Status%3Ainforce;rec=0#pr35-he-.

-Valentine

[Roland Turner]

On 31/10/17 05:12, Valentine C wrote:

On Monday, October 30, 2017 at 11:38:02 PM UTC+8, roland wrote:

On 30/10/17 14:43, Valentine C wrote:

The present Pte Ltd structure:

1. puts an incredible amount of responsibility on our directors, for little/no incentive;

No more than it puts on committee members of an association, surely? (Obligation to keep books of accounts and file annual returns; potential for fines, summons, and arrest upon failure to do so, etc.)

From a cursory look at the Societies Regulations [1], it seems that penalties would only be imposed on the President, Secretary and Treasurer of the committee. But yes, I agree.

Noted, thanks.

I think there's a different, often undiscussed burden we should consider: Holding a company directorship might, in some lines of work, imply moonlighting / carrying out a business. Being a committee member doesn't have such implications.

I don't buy this and, in any event, we've never had anyone step forward and say "I am ready, willing, and able to take on oversight (not operation) of HackerspaceSG as a director or President/Secretary/Treasurer but can't under a Pte. Ltd. structure because I'm subject to a peculiarly broad and specific anti-moonlighting clause that permits me to be a President/Secretary/Treasurer but not a director."

This is a hypothetical concern that I'd suggest can be disregarded.

 

2. legally speaking, benefits only the shareholders of the Pte Ltd;

That's simply not true. The benefits of HackerspaceSG's existence and operation categorically do not extend to its shareholders, and there was never any expectation or likelihood that they would do so. In some hypothetical situation in which HackerspaceSG was run on a for-profit (rather than cost-recovery) basis then yes, but that's never been the case.

I don't have a copy of HackerspaceSG Pte Ltd's articles of association, but a company's main purpose is to benefit its shareholders, whether it's for-profit or not.

No. A company's purpose is determined by its shareholders or their representatives (i.e. directors). Whether that purpose is or isn't primarily to benefit those same shareholders is not a foregone conclusion. I'd suggest that the first change of directors in 8 years of operation is an opportune moment to review this anyway.

Agreeing with you indirectly: 8 years of operating history has made pretty clear that HackerspaceSG is not endeavouring to generate a shareholder profit. This being the case, a society would appear to be no less suitable a structure on this point than a Pte. Ltd. is; the additional options created by having two shares issued are not useful to us.

3. gives members little say in important affairs that affect the ability for HackerspaceSG to keep running, like finances and memberships;

As KH has argued, that's no more true of an association than it is of a Pte. Ltd. run along HackerspaceSG's lines. (The typical operation of a Pte. Ltd. is not relevant here.)

Perhaps I've phrased it badly — my thought (blunt, and which may be shared by some other members) is that "it's not my problem, it's up to the directors to make sure that they comply".

Right. As a society that becomes "it's not my problem, it's up to the President/Secretary/Treasurer to make sure that they comply". Only the titles change, the situation does not.

And I'm sure we've commonly invoked the argument that "xx is a director, so he's ultimately responsible for making the decision — not any of us members".

That simply becomes "xx is a President/Secretary/Treasurer, so he's ultimately responsible for making the decision — not any of us members". Again a change in titles only, not in situation.

This would similarly apply to a society, but the requirement for (re)elections keeps a member's interests aligned — they're able to stand for election if they believe that they can perform better.

Certainly the requirement for annual re-election forces the issue.

I've suggested before that the founding directors have failed to recruit and prepare successors and that the same can happen (and in my experience usually does) in societies or the like but, yes, the directors quietly melting away without ever having an annual election force the issue is a compounding risk that applies to a Pte. Ltd. but not to a society.

There isn't such a provision in most private companies — and even then, it's almost always limited to shareholders (e.g. an Extraordinary General Meeting).

Certainly, but again, we're not having a general debate about companies, we're talking about HackerspaceSG specifically.

but leaving the Pte Ltd as the holder of our lease and bill-paying entity.

Erm, we've failed to mount an effective administration of a single entity; throwing an additional entity into the mix seems like a terrible idea. Surely the approach is to replace the Pte. Ltd. with an association?

Perhaps in the future, yes. Note that our lease and bills are currently signed for by HackerspaceSG Pte Ltd, and I suspect performing transfers of ownership might not be as straightforward as we think (especially for our ISP, where it might be considered a breach of contract — remember the issue we had with our previous telco when we moved from Bussorah St to King George's Building?).

Telcos provide contracts around specific physical circuits, a change of operating address is incompatible with this.

A change of corporate entity - particularly assignment (or novation) upon a corporate transaction including transfer of substantially all assets to the new entity - is a normal part of almost all contracts. There will of course be a transition period, but you're suggesting rather more than that.

I missed this out in my earlier post, but if the burden of membership accounting could be shifted towards our society,

It can't, as we've seen. The attempt was disastrous, and I'd suggest was one of the drivers for the upcoming resignation of directors.

the Pte Ltd's books would be much cleaner. Every month would look like:

1. in — (enough) membership income to cover bills

2. out — rent for 344B King George's Avenue

3. out — electricity and water

4. out — ISP

5. out — cleaner

That's the current situation. The corporate structure doesn't affect this at all (although your proposed two-entity structure complicates it a little bit).

This would, at the very least, help take the burden of having to file overly-complex annual returns off the directors of the Pte Ltd during our transition period. (In fact, it should be more-or-less net zero.)

This makes no difference at all. Our problems have been ineffective book-keeping (and administration generally), which will be substantially identical for a society, not anything to do with the corporate structure or the specific form of the returns (they're not at all complex).

1. active members form the executive committee, which remain in charge of making sure we are compliant with government regulations, keeping our books, and managing member affairs;

As I suggested earlier, a GM on a modest stipend is probably a more reliable option. There is still a need for at least slightly engaged directors/committee of course, but I suspect that that is a much lower bar than trying to operate on volunteers.

I think it's a good idea, though we could probably split it up into multiple roles essential to the function of the space — membership officer, venue officer, etc.

We don't have the scale to warrant the split, and the additional coordination overhead drastically increases the risk of things falling apart, as we've seen with the accounts. Operationally, this should be exactly one person able to simply act - and periodically report to the directors/committee - rather than spend hours/weeks/months/years chasing other people to get their bit done.

Every obstacle we put in front of a person doing a job limits their ability to get it done. Adding coordination overhead is only warranted when the total amount of work to be done exceeds what one person can do, or when specific technical skills or personal situation (e.g. where someone lives) requires it.

2. because it's not a business, members who might have problems with holding a directorship might be willing to step up as committee members;

That makes no sense at all. The obligations and penalties are comparable, and the business of HackerspaceSG wouldn't change anyway.

See my reply above to points 1 and 3.

On point 1 ("puts an incredible amount of responsibility on our directors, for little/no incentive") you agreed that in a society the President, Secretary and Treasurer end up in the same position as directors of a Pte. Ltd. You added a hypothetical concern about overly broad anti-moonlighting clauses. As above, I'd suggest that this can be disregarded.

On point 3 (simplified: "it's not my problem, it's up to the directors to make sure that they comply") you talked about the tendency of people to let the "people in charge" deal with issues. It doesn't appear relevant to an assumed increased willingness to take on a supervisory role.

 

4. membership revenue is tax-free [1];

Nice, but not terribly important. HackerspaceSG has never turned a profit.

We've had to pay tax for YA2014.

I had forgotten that, thank you. It's still not terribly important. Our expenses aren't the driving problem, failure to mount an adequate administration is.

5. it gives us a chance for an almost fresh start.

I'd suggest that it is the imminent resignation of the founding directors has that effect. Changing the corporate structure does not appear to affect this either way.

By a fresh start, I mean I believe it would be easier to start by reporting the society's income and expenditure solely on cash basis.

That can (and I've previously suggested should) happen anyway. Corporate structure doesn't affect it.

This is probably best discussed separately.

Not at all! Administrative difficulties have been our biggest problem and should be right at the front of the consideration of any proposed solution.

 

Some things we'll need to think about as a society:

1. the need for trustees to hold property, as the society cannot do so (the Pte Ltd can act as this);

Do you have a source for this? The FAQ suggests that the constraint is on owning immovable property; a bank account balance, movable property, and intangibles would seem to be pretty ordinary things for a society to own.

My property law's a bit rusty, but I'd hazard a guess that a lease is considered immovable property, so we'll need to appoint a trustee anyway.

The landlord may have a rather different opinion on this question :-)

In any event, keeping a Pte. Ltd. hanging around - the administration of which has been a continual bugbear - is overkill. If we need a trustee to hold the occupancy right created by a lease, then we can appoint someone, whether on a goodwill or professional basis.

(Note that keeping the Pte. Ltd. hanging around would require that we either (i) appoint trustees to own its shares anyway, or worse (ii) transfer them to the society and therefore incur an annual external audit obligation on the Pte. Ltd. because it now has one or more non-human shareholders.)

- Roland

[Valentine C]

Since this was brought up at the previous plenum, I did some quick research on how property works in a registered society, and the liabilities a member might face.

The most applicable part of the Societies Act is section 35 [1], namely:

35.—(1)  The following provisions shall apply to all registered societies:

(a) the movable property of a society, if not vested in trustees, shall be deemed to be vested for the time being in the governing body of the society, and in all proceedings civil and criminal may be described as the property of the governing body of the society by their proper title;

(b) every such society may sue or be sued in the name in which it was registered under this Act;

[…]

(d) except as otherwise provided in section 36, no judgment in any suit against a registered society shall be put into force against the person or property of any officer or member of the society but only against the property of the society;

(Section 36 says that if the society is a plaintiff in a lawsuit i.e. they bring a lawsuit up against someone, the court may order the officers to give security for costs.)

tl;dr Societies should protect the assets of both officers and members. (This comes with the usual disclaimer that anyone reading this should check with a professional.)

[1] http://statutes.agc.gov.sg/aol/search/display/view.w3p;ident=25109d56-d361-4f68-a0ad-e59e513f5e8c;page=0;query=DocId%3Ad6e38654-0cee-4c7e-bfde-18b1bad85bf8%20Depth%3A0%20Status%3Ainforce;rec=0#pr35-he-.

[Roland Turner]

Thanks Valentine, this is rather less surprising than what we being suggested during the meeting.

Have you made much progress on the details of a HackerspaceSG association and what questions would need to be decided as part of such a transition?

- Roland

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[Ruiwen Chua]

Hey all, 

Figured I'd chip in my 2c ahead of the upcoming plenum tomorrow.

If I may be blunt, reflecting on the past 8 years of HSG, the biggest failing we've had is in administration. We, the HSG community, don't seem to have been able to come together to get the hard (but absolutely necessary) stuff done, ie. the accounts, maintaining membership records, filing taxes and so on.

Instead of discussing structure and process, perhaps we should be focusing on the people who'll be able to step up and get the job done (and what we can do to support them).

That said, if we, as a community, are unable to find within ourselves the people to continue driving the effort forward, then perhaps we need to face the hard question and ask ourselves if it's time to sunset HSG as we know it.

// Ruiwen

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[Roland Turner]

+1

Competent people to do the work, and people to drive, have both been generally absent.

- Roland

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[Chow Loong Jin]

Fwiw there wasn't really a call for help. You and Luther formed a pretty exclusive club handling the stuff Ruiwen mentioned.

[Roland Turner]

That certainly is not how I recall it. I tried hard to disengage, indeed had managed to downgrade my role to liaison at one point.

- Roland

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[Robert Sim]

To add on to what hyperair pointed out, there were time and again members who did take their time and energy wanting to help out, but their advances rebuffed.

On a separate note, I may not be able to attend the plenum later as I will be cleaning up my house after some minor reno work being completed right about now.

[Valentine C]

Who was supposed to manage QuickBooks?

[Roland Turner]

On 15/11/17 19:41, Robert Sim wrote:

To add on to what hyperair pointed out, there were time and again members who did take their time and energy wanting to help out, but their advances rebuffed. 

Valentine talked to me about this last night, at least about the specific incident around the time Juanita ceased working on our accounts. There was a point where the thing got too difficult (helpers were making errors faster than I could fix them), so I gave up trying to cooperate. Admittedly, this was not particularly helpful.

I would point out that the shortage has never been people willing to help, it's been people willing to drive. These are two very different forms of contribution. In the particular case of HackerspaceSG finances, it's finally becoming apparent that what we're missing is a treasurer. Not someone willing to help, but someone willing to take responsibility for and perform, reliably, a specific set of technical tasks around our finances. That person can - and should - change from time to time, but the job does need to be driven (and largely performed) by one person at a time. Too many "helpers" just adds coordination overhead and generates mess faster than it can be fixed, as we saw in the situation described above.

Minutes to follow, but we are moving towards:

(a) formally establishing Fazli as treasurer for the time being (initially for ~6 months);
(b) formally establishing the boundaries and responsibilities of that role; and
(c) documenting at a task level what needs to be done to keep this function running reliably when/if Fazli ceases performing it.

I am also advocating that we make some minor changes in the relationship with members in order to drastically simplify the administration task, however we are not anywhere near consensus on this yet.

We'll reconvene in 2 weeks.

- Roland

[Lincoln Tan]

Hi all,

I stumbled upon this group. I am not sure if you have resolved your admin/accounting issues already, but would like to bring to your attention that a SME Center is currently providing free accounting services, managed by a professional third party vendor. That might help take some load off the team.

Let me know if you want to know more. Am happy to help make the introductions.

Thanks!

[Luther Goh Lu Feng]

Thanks for sharing! Currently, our accounts are currently in good hands with Koh Management and we will wait for things to stabilise before exploring options.

--Luther