steps towards charity

[Sophia Maria]

Hi,

just to let everybody know,

the 'move towards a charity/committee vote' topic is being picked up again.

A committee meeting is being scheduled at the moment for outlining the steps towards charity.

I hope more information will follow on this list right after that meeting. I atm don't have any further info.

Cheers
lilafisch

[Peter Law]

Hi,

lilafisch wrote:
> just to let everybody know,
> the 'move towards a charity/committee vote' topic is being picked up again.
> A committee meeting is being scheduled at the moment for outlining the steps
> towards charity.

Cool, thanks for letting us know.

Hopefully the following requests aren't too far from what's being
planned anyway, but given the recent silence I'm not sure.

Looking at the committee minutes [1] I'm guessing that that meeting
has now occurred, though I thought I'd throw in some questions I have,
some outstanding questions from the last list discussion [2] about
this.

I'm mostly looking to expose more information where I feel some is
missing and hopefully re-ignite the discussion on a charity so that we
can all move forwards together.

~~

# Do we have any concrete details on the planned constitution (and objects)?
I realise that this will be something where we emit general information at a
legal person, and get something in legaleeze back, but it would be good to see:
** What gets sent to that person (and possibly any follow-up details they need,
the latter admittedly more for curiosity than anything else)
** The resulting legal document, including at least an outline of any
other supporting materials

I realise I'm asking for a little more than was previously suggested --

On the thread "Charity Registration Plan" [2] Harry wrote:
> Is there a plan to review this constitution (e.g. on this list) before we
> register, and if so what is it?

Rob wrote:
> 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.

-- but I hope it should be easy to provide and would offer greater
confidence that we're moving towards something that everyone wants.

# Do we have a timetable from here onwards?
If not, that's fine, though here are some things I'm specifically interested in:
** When will the community get a chance to see the items I mentioned above
-- the seed information and the end result?
** How long will the consultation period for the community to discuss on the end
result before it is registered?
** How long does the paperwork take to get through, and do we need to
wait for that? I'd hope that we can continue as normal in the mean-time,
without needing to delay things which do need occur soon anyway
(elections, venue choice, etc.)

# Do we want to separate the current community leading role of the SC
from the trustees?

For context, in the thread "Charity Registration Plan" [2] Rob wrote:
> * Trustees: ... 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.

> 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.

In response to a question from Tyler, Rob also wrote:
> 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.

This feels like quite a radical shift from the current self-organising
structure we have now (and one which was rather bitterly defended when
Olly and others suggested that we change things). Is there any way
that we can constrain the trustees such that they aren't able to just
foist undesirable change on the members (and the community at large)?
It's notable that this is something that the SC are at the moment
restricted from doing:

From the Committee2 trac page [3]:
> The steering committee does exactly what its name says: it steers our
> community. It is a group of people that the community can look to for
> guidance, and conflict resolution. It is neither a dictatorial role,
> nor an executive role.

While I appreciate that the trustees do need some form of assurance
that the members aren't going to do anything which would cause issues
for the charity, I think it's fair to suggest that this should be a
reciprocal arrangement.

## Will the initial members immediately become trustees?
Following from the above role descriptions, my understanding is that
the initial members could (at any point) hold the initial elections
and vote in the initial trustees (ie: themselves). Is this something
which is required as part of the initial setup of the charity,
something which could happen, or something which shouldn't happen?

Extending my above discussion of the role discussions, turning the
current SC into the trustees may or not be something the community
desires (I'm expecting some discussion will occur) so some clarity
here (both on the requirements if any and the intentions of those
involved) would be most welcome.

# How do the current treasury fit into the charity scenario?

## General aspects
I realise I asked briefly about the accounting side of things
previously, though only really looked at the data aspect of this.

I'm imagining that as a charity we'd need to have our books checked by
an external accountant -- is this correct?

## Limited Liability
Do we know what sorts of policies we'd need to have in place around
expense claims and reimbursement? In particular do we know what
happens in 'unforeseen' situations?
For example, consider a case where a volunteer commits SR to spend
significantly more than is budgetted -- who is liable for the expense?
It is notable that this has occurred at least twice in the past, with
different outcomes.

I guess I'm asking here as much because I don't really know what
limited liability means in this context. A quick read of wikipedia [4]
(which I realise isn't great source of information) suggests that the
volunteer would be responsible for the outlay, which I think is
probably the what we want [5], but I'm hoping someone can confirm
this.

## Will the charity be allowed to go into debt?
Somewhat following from the previous questions, though perhaps with a
more direct approach to the constitution, do we want to be able to
take on debt? This is something that we've done in the past (and I
believe are doing at the moment), and while I'm grateful to those
willing to take the chance that SR will continue to raise funding and
that they'll be repaid, it doesn't seem very sustainable to be going
into debt every so often between funding rounds.

I realise this isn't a simple matter since in theory each assigned
budget-line and associated reclaim is a debt, but what I'm really
getting at here is whether we'd allow the charity to over-commit the
funds it actually has access to?

~~

Thanks again to those who've put the effort in to get us this far,
let's ensure that everyone's kept on board as we work towards the
final parts.

Peter

[1] https://www.studentrobotics.org/cgit/steering-minutes.git/tree/2013-2014/2014-12-08
[2] https://groups.google.com/d/topic/srobo/EngHjM_i2ko/discussion
[3] https://www.studentrobotics.org/trac/wiki/Committee2
[4] https://en.wikipedia.org/wiki/Limited_liability
[5] Given that we have a fairly clear policy on budget/spending works
this seems fairly obvious, though I'd welcome a discussion if others
object.

[Harry Cutts]

Hi,

On Friday, 12 December 2014 22:55:37 UTC, PeterJCLaw wrote:

# Do we want to separate the current community leading role of the SC
from the trustees?

[...]

While I appreciate that the trustees do need some form of assurance
that the members aren't going to do anything which would cause issues
for the charity, I think it's fair to suggest that this should be a
reciprocal arrangement.

I agree, although I'm not sure quite what this would look like. The first thing that comes to mind is a sort of veto power for the trustees over decisions made by the SC. Maybe there are other charities whose structure we could take inspiration from?

[Alistair Lynn]

Hi Harry–

> I agree, although I'm not sure quite what this would look like. The first
> thing that comes to mind is a sort of veto power for the trustees over
> decisions made by the SC. Maybe there are other charities whose structure we
> could take inspiration from?

It would be worth giving the model governing documents[1] from the
Charity Commission a read, as well as their guidance on writing a
governing document[2].

The Charity Commission also publishes a "guidance for trustees"
document, CC3[3]. There's also the Code of Governance[4] which makes
for some useful reading.

As a useful reference, and a charity with which many of us are
familiar, the SUSU's terms of governance can serve as a reference
point although they are much larger than us and face a different set
of problems[5].

Personally I think it makes most sense to have the SC as the trustees.
They currently guide the direction of the organisation as a whole[6],
as would trustees. No extra levels of bureaucracy and veto powers
needed!

Alistair

[1] http://cc-admin.charitycommission.gov.uk/detailed-guidance/registering-a-charity/model-governing-documents/
[2] http://cc-admin.charitycommission.gov.uk/start-up-a-charity/setting-up-a-charity/how-to-write-your-governing-document-cc22b/
[3] https://www.gov.uk/government/publications/the-essential-trustee-what-you-need-to-know-cc3
[4] http://www.governancecode.org/
[5] http://www.susu.org/about/governance
[6] https://www.studentrobotics.org/trac/wiki/Committee2

[Lila Fisch]

Hi all,

I am sorry that the promised email on the charity situation has not yet appeared.

After giving it a week, as agreed to in the committee meeting last week,
and checking if there were any reasons holding the email back,

I see no reason to keep the information I have to myself.

At the last committee meeting, Andy and I were informed that the other committee members

did not trust us enough to start a charity with us included in the trustees.
This was justified with the huge responsibility that trustees have and
that they need to be able to rely on each other.

We were informed that the trustees will not be a group that is elected, they are named by other trustees.

There might be some sort of committee again, however I don't have any details on that.

I tried to point out clearly that for mutual trust it would be beneficial to have at least one

person elected that represents the volunteers and that can somewhat balance the power.

Since up to that point no further information was available to me I was rather unprepared for

the situation I found myself in.

My personal impression was that the current plans are not beneficial for the community and

it didn't come across that my objections were considered,

so I decided to step back on the next day.

I don't know what further structures are planned, so I can not judge

if and how the community will be represented.

lilafisch

​

[Alistair Lynn]

Hi lilafisch-

> I am sorry that the promised email on the charity situation has not yet
> appeared.
> After giving it a week, as agreed to in the committee meeting last week,
> and checking if there were any reasons holding the email back,
> I see no reason to keep the information I have to myself.
>
> At the last committee meeting, Andy and I were informed that the other
> committee members
> did not trust us enough to start a charity with us included in the trustees.
> This was justified with the huge responsibility that trustees have and
> that they need to be able to rely on each other.

That's absolutely not on. I'm sorry you and Andy had to experience this.

> We were informed that the trustees will not be a group that is elected, they
> are named by other trustees.
> There might be some sort of committee again, however I don't have any
> details on that.
> I tried to point out clearly that for mutual trust it would be beneficial to
> have at least one
> person elected that represents the volunteers and that can somewhat balance
> the power.
> Since up to that point no further information was available to me I was
> rather unprepared for
> the situation I found myself in.
>
> My personal impression was that the current plans are not beneficial for the
> community and
> it didn't come across that my objections were considered,
> so I decided to step back on the next day.
>
> I don't know what further structures are planned, so I can not judge
> if and how the community will be represented.

This is a deeply disturbing turn of events. I hope one of the other
four on the committee can explain what's going on post-haste?

Alistair

[Peter Law]

lilafisch wrote:

>> I am sorry that the promised email on the charity situation has not yet
>> appeared.

No worries. Who was assigned the task to writing it? (It might help if
the minutes contains action markers in future).

>> After giving it a week, as agreed to in the committee meeting last week,
>> and checking if there were any reasons holding the email back,
>> I see no reason to keep the information I have to myself.

Thanks!
I realise this is going a little off-topic, but if there were more
details discussed in the meeting, why aren't they in the minutes?

>> At the last committee meeting, Andy and I were informed that the other
>> committee members
>> did not trust us enough to start a charity with us included in the trustees.
>> This was justified with the huge responsibility that trustees have and
>> that they need to be able to rely on each other.

Alistair wrote:
> That's absolutely not on. I'm sorry you and Andy had to experience this.

I concur. This doesn't seem a suitable course for members of the SC to
be taking (see also the following).

>> We were informed that the trustees will not be a group that is elected, they
>> are named by other trustees.

This is in remarkable contradiction to what was previously being
suggested -- that the members would elect the trustees -- as discussed
on the thread "Charity Registration Plan" [1].

lilafisch also wrote:
>> Since up to that point no further information was available to me I was
>> rather unprepared for the situation I found myself in.

Alistair also wrote:
> This is a deeply disturbing turn of events.

Indeed, though the lack of available external information following by
apparently surprising actions on behalf of the whole community are
rather reminiscent of the way that the competition events have been
organised in the past couple of years.

While in general those have been successful, they've not made it easy
for others to contribute and this behaviour has (in my experience)
caused problems, including delays in getting things done.

Peter

[1] https://groups.google.com/d/topic/srobo/EngHjM_i2ko/discussion

[Lila Fisch]

Hi Peter,

No worries. Who was assigned the task to writing it? (It might help if
the minutes contains action markers in future).

Someone in the group Rob/Sam/Rich/Jeremy. I do not remember more.

 

>> After giving it a week, as agreed to in the committee meeting last week,
>> and checking if there were any reasons holding the email back,
>> I see no reason to keep the information I have to myself.

Thanks!
I realise this is going a little off-topic, but if there were more
details discussed in the meeting, why aren't they in the minutes?

The discussion was quite fast, especially since I was arguing against four people.

At some point I gave up trying to keep notes and made everyone aware of that.

In the end this is what was agreed to add to the minutes.
My understanding was that the meeting was not so much to discuss the charity situation
but what was considered a 'friendly' way of informing Andy and me that we were not

going to be part of the Trustees. It just turned into a further discussion

because concerns were raised about the charity plans. Since we were asked

to wait for the email it also didn't make much sense to add more detail to the minutes.

 

lilafisch