Charity Registration Plan

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Rob Spanton

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Feb 4, 2014, 9:41:29 AM2/4/14
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Hey Everyone,

tldr: We should become a charity now. I've got a plan to do this.

The time has come for us to register as a charity. I have been
researching into this on-and-off for the last few months, plodding
through books and the Internet to work out whether, and why we should do
this, and if so what we should do. My conclusion is that we should
become a charity as soon as possible.

There are a variety of important reasons why we should register as a
charity, and I will go into a few of them here.

* Accounting: Registration will allow us to significantly simplify
our accounting by separating it from the Southampton Students'
Union, which has become increasingly awkward as the amounts of
money involved have increased.

* Sponsorship: It will also ease the process of getting new
sponsors (potential sponsors will view an organisation that is a
registered charity in a considerably different light to one that
is not).

* Becoming a legal entity in our own right will clear up a lot of
problems that we regularly encounter. For example, it will be
more straightforward for us to ensure that our insurance covers
all of our volunteers.

* Limited Liability. It will introduce isolation between the
finances of our volunteers, and our organisation's.

* Responsibility: This is incredibly important. Registration will
significantly clarify where responsibility lies within our
organisation. The trustees of a charity have legal
responsibility to ensure the charity is pursuing its aims. This
is something that has been missing from our organisation for a
long time. This will allow us to manage ourselves in a more
sustainable and healthy manner.

Constitution
-------------

There are a few terms here that you will need to know in order to
understand the proposed structure:

* Constitution: A Charity's constitution is the document (or set
of documents) that defines how it operates. This is submitted
as part of the charity registration process.

* Objects: These are the objectives/goals of the charity. These
have to fit within some categories defined in the Charities Act.
We fit well in "the advancement of education". Defined in the
constitution. Usually a short statement.

* Trustees: In a for-profit company, these people would be called
'directors'. They have full control of the charity, and are
responsible for what the charity does.

* Powers: These are the things that trustees are allowed to do in
running the charity. Everything I have read has indicated that
these should be defined to be as broad as possible.

* Members: A charity has members. The rights of those members are
defined in its constitution. It'll become a bit more obvious
what these are in the text below.

The constitution defines the relationship between the members and the
trustees. It's really important to get this bit right. After reading
about the constraints, and having observed some other charities, I
believe that the best arrangement for us is to have members co-opted in
through majority vote of existing members, and have trustees selected by
members. Members will be the people who maintain the philosophy and
vision of Student Robotics. It's important to note that becoming an SR
volunteer will not automatically mean one becomes a member of the
charity: these are two very different things.

This is somewhat similar to how the Raspberry Pi Foundation works, but
with a small modification. In this set-up, trustees would not have to
be members of the charity. In the Raspberry Pi Foundation, they do. We
have no need for that requirement, and it may actually impede us in the
future if we were to have it.

It is also similar to how the Art House in Southampton (which is a
social enterprise) works. This set-up of member co-option is a good
balance that allows the organisation's philosophies to evolve at a
manageable pace, without excessive politics.

Registration Process
--------------------

The steps that I am intending on going through to register this charity
are:

1. Sort out funding for this process.
2. Enlist a solicitor to draft a suitable constitution.
3. With assistance from said solicitor, perform the registration.

It's looking like the funds for this transition will be provided by ECS,
which is excellent. I've had a chat with Joyce about this, and it seems
like it will almost certainly fit well with the "enterprise" requirement
of the pot of funding that SR is hopefully going to benefit from.

The registration process will require an initial set of members. The
process that I think we should use for this is for the SC to form the
seed set. The SC will have a meeting about who else we will add as
initial members, and then we'll go from there.

(Note that it will be possible for others to be co-opted in as new
members after registration. It is advantageous to keep the initial set
reasonably small, as it will avoid overcomplicating the registration
process.)

So, please fire away with any questions or input that you have. I'm
looking to get things rolling (sort out the ECS funding) in a couple of
weeks.

Cheers,

Rob

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Andrew Cottrell

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Feb 4, 2014, 10:03:00 AM2/4/14
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Hi Rob

Sounds good to me, can you please just explain how this could actually impede us?

>This is somewhat similar to how the Raspberry Pi Foundation works, but
>with a small modification.  In this set-up, trustees would not have to
>be members of the charity.  In the Raspberry Pi Foundation, they do.  We
>have no need for that requirement, and it may actually impede us in the
>future if we were to have it.

Cheers,
Andy

Rob Spanton

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Feb 4, 2014, 10:31:50 AM2/4/14
to sr...@googlegroups.com
Hey Andy,

I wrote:
> This is somewhat similar to how the Raspberry Pi Foundation works, but
> with a small modification. In this set-up, trustees would not have to
> be members of the charity. In the Raspberry Pi Foundation, they do.
> We have no need for that requirement, and it may actually impede us in
> the future if we were to have it.

Andy C asked:
> Sounds good to me, can you please just explain how this could >
actually impede us?

Sure. We may never need to exercise this option, but keeping it open
gives us more flexibility about how we operate in the future. (Changing
the constitution after registration can be a tricky (i.e. expensive)
process, and so allowing this possibility from the outset will avoid
that future difficulty.)

A hypothetical example: we find ourselves in the situation where we need
to bring someone in to do something they're particularly good at, and
for some operational reason they need to be in the position of being a
trustee, but at that point in time we don't really know them that well.
With the arrangement I've described, we can reasonably safely install
them as a trustee without potentially jeopardising our operations in the
long-term.

This allows us to keep the philosophies/intention/vision and executive
stuff of the organisation reasonably distinct.

Cheers,

Rob
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Richard Barlow

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Feb 4, 2014, 4:27:40 PM2/4/14
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On Tue, 2014-02-04 at 14:41 +0000, Rob Spanton wrote:
> The steps that I am intending on going through to register this charity
> are:
>
> 1. Sort out funding for this process.
> 2. Enlist a solicitor to draft a suitable constitution.
> 3. With assistance from said solicitor, perform the registration.
>
> It's looking like the funds for this transition will be provided by ECS,
> which is excellent. I've had a chat with Joyce about this, and it seems
> like it will almost certainly fit well with the "enterprise" requirement
> of the pot of funding that SR is hopefully going to benefit from.
>
> The registration process will require an initial set of members. The
> process that I think we should use for this is for the SC to form the
> seed set. The SC will have a meeting about who else we will add as
> initial members, and then we'll go from there.
>
> (Note that it will be possible for others to be co-opted in as new
> members after registration. It is advantageous to keep the initial set
> reasonably small, as it will avoid overcomplicating the registration
> process.)
>
> So, please fire away with any questions or input that you have. I'm
> looking to get things rolling (sort out the ECS funding) in a couple of
> weeks.

All sounds good to me. Thanks for spending the time investigating and
planning this. Here comes a new era of SR!

Rich

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Harry Cutts

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Feb 5, 2014, 5:41:55 AM2/5/14
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(Sorry for posting this multiple times, Google Groups is leading me a merry dance...)

Hi Rob,

Looks good!


On Tuesday, 4 February 2014 14:41:29 UTC, Rob Spanton wrote:
The constitution defines the relationship between the members and the
trustees.  It's really important to get this bit right.

...

     2. Enlist a solicitor to draft a suitable constitution.
     3. With assistance from said solicitor, perform the registration. 

Is there a plan to review this constitution (e.g. on this list) before we register, and if so what is it?

Thanks,

Harry Cutts

Jeremy Morse

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Feb 5, 2014, 9:28:40 AM2/5/14
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Hi,

I like this plan, it should solve many issues -- let's do it!

--
Thanks,
Jeremy


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Rob Spanton

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Feb 5, 2014, 11:44:35 AM2/5/14
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Hey Harry,

Harry Cutts wrote:
> Is there a plan to review this constitution (e.g. on this list) before we
> register, and if so what is it?

Sure, once the constitution has emerged from the solicitor, I'll send it
out on the list before sending it's sent off the to charity commission.

It is somewhat unlikely that we'll want to make any changes to it at
that stage, given that it will have been written by a solicitor who is
both skilled at writing these things and quite expensive. The
significant points of interest are the things that I've already outlined
in my email at the start of this thread.

Cheers,

Rob
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Sam Phippen

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Feb 5, 2014, 4:44:42 PM2/5/14
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This is an excellent idea, ship it.

Tyler Ward

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Feb 5, 2014, 8:28:46 PM2/5/14
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How will this interact with the current structure.
will the steering committee be the trustees (the current structure but
with new names)
or
will the members and trustees be a new separate organisational system
(steering committee remain as an organisational role and the
trustees/members form a spiritual guidance role)

Tyler
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Rob Spanton

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Feb 6, 2014, 10:06:28 AM2/6/14
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Hey Tyler,

Tyler Ward wrote:
> How will this interact with the current structure.
> will the steering committee be the trustees (the current structure but
> with new names)
> or
> will the members and trustees be a new separate organisational system
> (steering committee remain as an organisational role and the
> trustees/members form a spiritual guidance role)

Since the trustees will be selected by the members, it is of course not
possible right now to determine who the trustees will be. I imagine
that the initial set of trustees will likely be the current members of
the steering committee.

The responsibility for a charity's operation lies firmly with its
trustees, so the ability to restructure the charity's operations must
also lie with them. It will therefore be within the powers of the
trustees to adapt the structure, if it makes sense to them to do so.

Cheers,

Rob
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Howard Buck

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Feb 7, 2014, 8:33:24 AM2/7/14
to SR Mail List
Tyler Ward wrote:
> How will this interact with the current structure.

On Thu, Feb 6, 2014 at 3:06 PM, Rob Spanton <r...@robspanton.com> wrote:
I imagine
that the initial set of trustees will likely be the current members of
the steering committee.

The responsibility for a charity's operation lies firmly with its
trustees, so the ability to restructure the charity's operations must
also lie with them.  It will therefore be within the powers of the
trustees to adapt the structure, if it makes sense to them to do so.

It doesn't sound like this would be a massive upheaval from what we currently have.

Generally speaking, this sounds like a really good way forward. People have been discussing the charity situation on-and-off for such a long time, it's really good to see an informed proposal emerge! (And thanks for taking the time to do the research on this.) I say we do it -- the time has come!

Howard

Peter Law

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Feb 9, 2014, 3:30:28 PM2/9/14
to Student Robotics
Rob wrote:
> tldr: We should become a charity now. I've got a plan to do this.
>
> The time has come for us to register as a charity. I have been
> researching into this on-and-off for the last few months, plodding
> through books and the Internet to work out whether, and why we should do
> this, and if so what we should do. My conclusion is that we should
> become a charity as soon as possible.

Cool, thanks for looking at this.

I think it's fair to say that for a long while you were opposed to
this happening. Can I ask what it was that changed your mind?

Separately, do we have any rough ideas on how long each part will take
-- are we likely to be there by the competition, for instance?

> * Accounting:

Do we know whether or not our current budget/spending/accounting
scenario is compatible with whatever are required by the charity
commission (or whichever body lays out the rules for this)? My feeling
is that we probably have all the data, and it's just going to be a
matter of performing a conversion on it periodically.

One of the other issues that has been raised when discussing this in
the past is which parts of SR the charity would be, with some of the
options being:
* All of it
* The mentoring+competition portion (but not the kit-dev)
* Just a 'central' branch
and possibly some other ones that I can't remember. What is it that
you're intending to become the charity?

A couple of related questions:
* What things will be part of the constitution that you're having written?
* What are you planning our 'objects' will be?

Has any consideration been given to how this will interact with other
branches which may have already codified themselves as specific groups
-- I know for instance that the Munich branch is on the way to
becoming a KJR registered group [1] (I'm not suggesting that there
will be an issue here -- just that we should double-check that there
won't be).

Presumably once we've done this we'll be able to register things
against the "Student Robotics" legal entity -- our trademarks
(primarily our logo), domains & server seem like candidates for this;
please shout If I've misunderstood how this works!

Thanks,
Peter

[1] https://groups.google.com/d/topic/srobo-de/IkBb9NkE3c4/discussion

Rob Spanton

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Feb 16, 2014, 7:07:16 AM2/16/14
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Hi Peter,

Apologies for the delay... busy week.

Peter Law wrote:
> I think it's fair to say that for a long while you were opposed to
> this happening. Can I ask what it was that changed your mind?

I haven't been totally against the concept of becoming a charity. My
general feeling is that the proposals to become charities in the past
have been motivated by tax benefits, or some perceived need to get new
sponsors. We've generally been fine financially over the past few
years: our existing sponsor had provided us with our needs. So those
two motivations have not really sat as compelling reasons to me.
However, today we are at a point where this is not the case any more;
that sponsor can only partially fulfil our needs. (There are other
good reasons too, which I outlined earlier.)

> Separately, do we have any rough ideas on how long each part will take
> -- are we likely to be there by the competition, for instance?

I think the process will take a few months. I believe it depends on
some things like how much back-and-forth there is with the Charity
Commission. Using a decent solicitor will reduce this. So the answer
is that we might be a charity by the time of the competition. (I
certainly hope that it will go smoothly!)

> Do we know whether or not our current budget/spending/accounting
> scenario is compatible with whatever are required by the charity
> commission (or whichever body lays out the rules for this)? My feeling
> is that we probably have all the data, and it's just going to be a
> matter of performing a conversion on it periodically.

It is approximately. There are a couple of bits of information that are
a little bit flaily, such as who the payees are in various transactions,
but in general it is OK. The accountant that we'd get to actually file
the accounts etc, would do a fair amount of the goo.

There are also some things that will need to be tightened up. Mainly
absolutely ensuring that someone who is claiming-back provides the
receipt for the thing.

(I have a script that converts spending.git into a ledger
(http://ledger-cli.org/) file. Essentially it'll replace the tools that
we currently use with spending.git, whilst also making several things
quite a lot more straightforward. Anyway, this isn't something for this
thread (also, probably not this month). I'll post more about this at
some more convenient point in the near future.)

> One of the other issues that has been raised when discussing this in
> the past is which parts of SR the charity would be, with some of the
> options being:
> * All of it
> * The mentoring+competition portion (but not the kit-dev)
> * Just a 'central' branch
> and possibly some other ones that I can't remember. What is it that
> you're intending to become the charity?

All of it. We want to ensure that we can cover/protect/insure our
volunteers in all aspects of what SR does. We also want to ensure that
we can fund all of these things.

> What things will be part of the constitution that you're having
written?

The seed to forming the constitution that I will feed to the solicitor
is pretty much what I wrote in my first email of this thread. They will
then do what they consider to be the best way of going about generating
the constitution.

A lot of the constitution is about ensuring that the charity has the
widest powers possible (in some cryptic legalese, of course), and stuff
like that. Also things like how often an AGM has to be had (which will
be something reasonably like every 12-15 months or something around
that), and how members get added/removed etc. I'm fairly sure my first
email provides enough information to get a good picture of how it'll
be.

> What are you planning our 'objects' will be?

I have read that it is a good idea to make the objects of a charity as
broad as possible. I believe that this is what most charities do, and
that we should too. This allows maximum flexibility for the future
(e.g. 20 years down the line, some things may need to change, and overly
constraining objects will get in the way). I've also read that the
exact wording of this is best left to a solicitor (in the same way as
the rest of the constitution).

As an example of how broad objects are, here's how the Raspberry Pi
Foundation's objects are described in its constitution:

The object of the Charity is to further the advancement of
education of adults and children, particularly in the field of
Computers, Computer Science and related subjects.

There are certain categories of objects. We fit straight into the one
about advancement of education.

(Note that it is unlawful for a charity to act outside its objects.)

> Has any consideration been given to how this will interact with other
> branches which may have already codified themselves as specific groups
> -- I know for instance that the Munich branch is on the way to
> becoming a KJR registered group [1] (I'm not suggesting that there
> will be an issue here -- just that we should double-check that there
> won't be).

Our volunteers in Germany probably do need to be covered by a separate
organisation over there. I don't think this gets in the way of our
registration as a charity in the UK.

> Presumably once we've done this we'll be able to register things
> against the "Student Robotics" legal entity -- our trademarks
> (primarily our logo), domains & server seem like candidates for this;
> please shout If I've misunderstood how this works!

Yes, all of those things should be possible.

Cheers,

Rob
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