Charity Registration Details

[Rob Spanton]

Hi Everyone,

You’re most likely aware that we've been working towards registering SR
as a charity for some time now.

As part of the plan previously outlined in [1], Rob has worked with a
charity solicitor over the last few months towards getting this charity
registered. During that time, it became increasingly clear that in
order to found a long-lasting, successful charity, it needs to have a
group of people at its core (its trustees and members) who are both
committed to the central aim of the charity, and work very well together
as a team.

Over the last few months, we have had various conversations with a
selection of individuals about what the best way to proceed is. After
some deliberation, we reached the conclusion that we would found this
charity with four trustees: Rich, Jeremy, Sam and Rob. We feel that
this group has demonstrably worked well together for many years, and
that this will place SR on the best footing to further its goals.

We brought this to the SC meeting we had last Monday, where we spoke to
the other members of the SC about this. Of course this was a difficult
meeting to have, and we would very much like to express how we feel that
everyone on the SC has been an excellent volunteer, as well as express
our thanks for the many hours that they have put towards SR. The
charity application is currently being processed by the charity
commission, and we are hoping it will be complete within the next month
or so.

We are very much aware that over the last few years, the approaches that
are currently in place to "organise" ourselves do not scale well. These
have lead to situations that place increasingly unmanageable levels of
stress on certain individuals, which is clearly not a scenario that we
are looking to continue. We will be looking to tackle these problems
over the coming months.

We fear that some people may misinterpret this is in some way as an
attempt to stop people from doing things. We’re looking to create an
environment within which you can continue to contribute in much the same
way, without the micromanagement and too-many-cooks situations that we
have seen over the last few years. We very much hope that you will
continue to join us in making SR great.

We expect that you might have some questions, and if that's the case
please feel free to email back so we can answer them.

Thanks,

Rich, Jeremy, Sam, and Rob

[1] http://article.gmane.org/gmane.science.robotics.srobo.general/4834

[Jon Bartlett]

Hi,
As part of the process, you will have decided on a charity structure and produced a governing document.
1. Which structure was chosen and why?
2. Could we see the proposed governing document?
3. Will the SC be replaced by the appointed board of trustees? By what mechanism will future trustees be selected?
4. How do you see decision-making changing as a result of charity status? By what mechanism can volunteers influence the direction of the organisation?
5. Will the four trustees have 'named roles' or specific domains (such as SC roles)? If so, what are they?
6. Which trustee will be responsible for child protection, given that this has been a 'blocker' for 5 months (ticket 2475)?

Cheers,
Jon

[Alistair Lynn]

Hi everyone–

I will be making a full statement tomorrow, but to cover the key point–

> The charity application is currently being processed by the charity
> commission, and we are hoping it will be complete within the next month
> or so.

In the committee meeting dated 2014-02-25[1], we were given assurances
of a vote before any action took place. Given that a submission has
now been made to the Charity Commission, that guarantee has evidently
been ignored.

Under the circumstances, and taking into account the considerable
controversy surrounding this proposed structure, I have written a
letter of objection to the Charity Commission, and in addition I will
be speaking to them on the phone tomorrow morning.

Alistair

[1] https://www.studentrobotics.org/cgit/steering-minutes.git/plain/2013-2014/2014-02-25/minutes.txt

[Alistair Lynn]

Hi everyone–

> I will be making a full statement tomorrow

I object deeply to the manner in which this affair has been conducted.
I feel that as a community we have been let down by the remainder of
the Steering Committee. We have a constitutional right to decide how
we govern ourselves, and we were given an individual guarantee on this
particular issue by the Steering Committee. The Steering Committee
then did not even inform us before sending the paperwork to the
Charity Commission, let alone consult us.

A group of us who are extremely concerned had a meeting to discuss
what has happened last night. Apologies to everyone who could not make
it, particularly to Tim Jones and Jack McCrea whose input from the
Bristol branch we would have appreciated but who were not free at the
time of the meeting. For the sake of transparency, and for the benefit
of those who could not make it but are interested in what was
discussed, the minutes of that meeting are attached.

There were a wide range of opinions on what the structure of a charity
should look like, and wide agreement in our respect for the work that
the four would-be Trustees have done for Student Robotics up to this
point. There was also, however, universal condemnation of the way the
charity application process has been conducted.

As a small group, we will be writing a collective statement of concern
to the list, which will emerge over the next few days.

> Under the circumstances, and taking into account the considerable
> controversy surrounding this proposed structure, I have written a
> letter of objection to the Charity Commission, and in addition I will
> be speaking to them on the phone tomorrow morning.

I spoke to the Charity Commission this morning and was advised to send
them an email, which I did, containing much the same concerns as the
letter yesterday.

Alistair

[Alistair Lynn]

Hi Jon–

> 1. Which structure was chosen and why?
> 2. Could we see the proposed governing document?
> 3. Will the SC be replaced by the appointed board of trustees? By what
> mechanism will future trustees be selected?
> 4. How do you see decision-making changing as a result of charity status? By
> what mechanism can volunteers influence the direction of the organisation?
> 5. Will the four trustees have 'named roles' or specific domains (such as SC
> roles)? If so, what are they?
> 6. Which trustee will be responsible for child protection, given that this
> has been a 'blocker' for 5 months (ticket 2475)?

The (partially redacted) documents that were sent to the Charity
Commission are attached.

Alistair

[Sam Phippen]

Hi All,

Just wanted to apologise for the slow here, Rob has been ill and busy with work,
we were trying to collaborate on a response, but I guess this will also serve as an
answer.

Thanks
—
Sam Phippen

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> <Student Robotics CIO Constitution.pdf><Student Robotics Application Form.pdf>

[Jon Bartlett]

Hi,
Below is a brief summary of (what I consider) the important points
from the documents, for those who don't have time or inclination to
read the whole things. If anyone has any issues with the summary then
please feel free to add or correct.

SR Constitution:
Object of the Charity (Clause 3) - Advancement of education and
training in relation to engineering, mathematics, robotics, computer
skills, software development and related subjects

Liability of Members (Clause 7) - Each member is liable to contribute
a maximum of £1 in the event the charity is wound up (i.e. no real
liability for debts, etc.)

Membership of the Charity (Clause 8) - Members have voting rights in
the organisation. Members are able to require Trustees to call a
general meeting and propose resolutions. If passed by a majority,
Trustees are obliged to carry out the resolution. Members can also
pass written resolutions by majority vote. Membership is given by the
Trustees, and can only be removed by death, resignation, or a majority
vote by Trustees after a chance for representation.

Trustees can also create classes of 'associate membership', with
powers defined by the Trustees in advance.

Trustees (Clause 13) - Trustees manage the affairs of the Charity.
They are appointed by the existing Trustees or the Members. Trustees
are able to make and pass decisions by majority vote between Trustees.
They can delegate their authority to individuals or committees with
specific terms. Trustees are appointed for terms of 3 years then must
'retire'. They can be reappointed at this time. There must always be
at least 3 Trustees, with no upper limit.


Application Document:
Nothing major to summarise here, but a couple of questions occur to me.

1. In "Purpose and Public Benefit 2" (page 4), question 2 says "The
charity's activity is limited to the Student Robotics competition".
Is this intended to exclude other outreach such as the Big Bang Fair?

2. In "Operating and Public Benefit Part 1" (page 5), participation
is open to those "aged 16-18 years old". Is this intended as a hard
limit?

3, In "Operating and Public Benefit Part 3" (page 6), question 2
states that "The charity will also undertake appropriate CRB checks
[...]". This is factually inaccurate, since CRB checks no longer
exist. I also note that the trustees will "have appropriate policies
in place [...] to ensure that any potential harm to children is
prevented." When are these likely to appear?

Cheers,
Jon

[Jon Bartlett]

Hi Sam

>but I guess this will also serve as an answer.

This obviously addresses question 2 and part of 3, but I'd appreciate
responses to the others.

Cheers,
Jon

[Rob Spanton]

Hi Jon,

Some answers to your questions:

> 1. Which structure was chosen and why?

The structure is as close as I could get it to the one I described in
[1]. i.e. trustees selected by members, members co-opted in. The only
difference that I’m aware of is that trustees would also be members.

> 2. Could we see the proposed governing document?

You’ve seen that Alistair has posted it. I couldn’t post it as there
hadn’t yet (and hasn't) been copyright transfer (or approval for me to
post it publicly) from the solicitors.

> 3. Will the SC be replaced by the appointed board of
> trustees?

> 5. Will the four trustees have 'named roles' or specific
> domains (such as SC roles)? If so, what are they?

I’ll answer these two questions in one go. We have planned a trustee
meeting in January, in which we will be working out the specifics of how
to proceed with structuring the organisation. It’s very likely that
there’ll be some specialisation of trustees, as it would be reasonably
unmanageable without that. Of course, we welcome your input on that.

> By what mechanism will future trustees be selected?

Trustees are selected in the way described in [1], by the members of the
charity.

> 4. How do you see decision-making changing as a result of
> charity status?

In the current system (i.e. pre-charity), decision-making is entirely
undefined. This leads to vast amounts of too-many-cooks, bike-shedding,
micromanagement, etc, as you have likely seen over the last few years.

With the charity registration, it becomes extremely clear who
responsibility lies with (this was a reason for becoming a charity that
I wrote back in [1]) -- in that it rests with the trustees. The trustees
will delegate things out to people, and the person that’s delegated to
will have authority to act within that delegated scope.

For volunteers this means that contributing to SR is the basically the
same: mentors can still deliver guidance to teams, team leaders can
still lead their teams, and developers can still develop things. What’s
different to the previous situation is that they can progress with doing
those things in a more clearly-defined and less stressful environment.

> By what mechanism can volunteers influence the direction of
> the organisation?

In very much the same way that they already do. Through suggestions and
discussions about what the best ways forward are.

One important aspect that we feel is critical to having a successful
organisation is that the voices of the mentors are balanced with the
voices of the team leaders.

I should also point out that a successful SR looks quite different from
what we have now. The majority of our volunteers should be team leaders
and mentors, and these people should not generally be bothered by the
internal operations of SR.

> 6. Which trustee will be responsible for child protection,
> given that this has been a 'blocker' for 5 months (ticket
> 2475)?

Obviously the DBS checks stuff is very important, and the charity has to
have a policy on this. At this moment, because the charity does not yet
exist, and so does not have any volunteers, this is not yet a problem.
Clearly it’s one of the first things that we intend on addressing, and
if you would like to get involved with us on that, that would be great.

Cheers,

Rob

[1] http://article.gmane.org/gmane.science.robotics.srobo.general/4834

[Rob Spanton]

Hey Jon,

Jon wrote:
> Application Document:
> Nothing major to summarise here, but a couple of questions
> occur to me.

The thing to note about this document is that it's not a binding thing,
and mostly describes the state of the situation as it currently stands.
So where there are answers that sound like they're limiting the
organisation to something in the future, this isn't actually the case.
I think that covers these two of your questions:

> 1. In "Purpose and Public Benefit 2" (page 4), question 2
> says "The charity's activity is limited to the Student
> Robotics competition". Is this intended to exclude other
> outreach such as the Big Bang Fair?

> 2. In "Operating and Public Benefit Part 1" (page 5),
> participation is open to those "aged 16-18 years old". Is
> this intended as a hard limit?

^ So the charity is not limited by the answers to these questions.

> 3, In "Operating and Public Benefit Part 3" (page 6),
> question 2 states that "The charity will also undertake
> appropriate CRB checks [...]". This is factually inaccurate,
> since CRB checks no longer exist.

The solicitors seem happy with using this term, and they're quite well
versed in the situation, so I left it to them to deal with the wording.

> I also note that the trustees will "have appropriate policies
> in place [...] to ensure that any potential harm to children
> is prevented." When are these likely to appear?

Should be covered in my previous email.

Cheers,

Rob

[Lila Fisch]

Hi,

> By what mechanism will future trustees be selected?

Trustees are selected in the way described in [1], by the members of the
charity.

quote of the relevant bit from [1] (unless I overlooked something?):
"

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.
"

- This doesn't answer the question 'By what mechanism will future trustees be selected?'
 so, I'd like to repeat Jon's question^^ - By what mechanism will future trustees be selected?

- Who are the initial members of the charity? 

- How regular are new members added?

cheers
lilafisch

[Jon Bartlett]

Hi lilafisch

Apologies to Rob and the others if I'm jumping in a bit here, but I've
read the docs pretty thoroughly so I can give answers based on those.

> - This doesn't answer the question 'By what mechanism will future trustees
> be selected?'
> so, I'd like to repeat Jon's question^^ - By what mechanism will future
> trustees be selected?

I'm happy that this one has been covered in the documents posted by
Alistair. Trustees can be appointed by majority vote of the Members,
or by majority vote of the Trustees. Trustees 'retire' after 3 years
but can be immediately reappointed for another 3 year term.

> - Who are the initial members of the charity?

This is also covered in the docs - the only initial Members are the
Trustees, who then appoint other Members.

> - How regular are new members added?

This is not specified in the constitution - Members can be added at
any time by the Trustees.

Cheers,
Jon

[Lila Fisch]

Hi Jon,

thanks for that :)

> - By what mechanism will future
> trustees be selected?
I'm happy that this one has been covered in the documents posted by
Alistair.  Trustees can be appointed by majority vote of the Members,
or by majority vote of the Trustees.  Trustees 'retire' after 3 years
but can be immediately reappointed for another 3 year term.

So as long as the marjority of trustees agree, they can reappoint themselves?

> - Who are the initial members of the charity?
This is also covered in the docs - the only initial Members are the
Trustees, who then appoint other Members.

I would be interested in what the plans are for this then.

 

> - How regular are new members added?
This is not specified in the constitution - Members can be added at
any time by the Trustees.

This contradicts the the section I pasted in, saying that members are added by members:

"I believe that the best arrangement for us is to have members co-opted in
through majority vote of existing members"

Cheers
lilafisch

[Jon Bartlett]

> So as long as the marjority of trustees agree, they can reappoint
> themselves?

Yes.

> This contradicts the the section I pasted in, saying that members are added
> by members:
>
> "I believe that the best arrangement for us is to have members co-opted in
> through majority vote of existing members"

See the top of page 6 in the constitution for this:
"The Members of the Charity shall be the First Trustees and such other
persons as are admitted to membership from time to time by the
Trustees. The names of the Members must be entered into the register
of Members."

It's not explicitly stated as far as I can see but a resolution of
existing Members (by majority vote) would probably also work, as the
Trustees would be obliged to carry it out.

Cheers,
Jon

[Peter Law]

Jon wrote:
> *summary*

Thanks for putting this together!

> Membership of the Charity (Clause 8) - Members have voting rights in
> the organisation. Members are able to require Trustees to call a
> general meeting and propose resolutions. If passed by a majority,
> Trustees are obliged to carry out the resolution. Members can also
> pass written resolutions by majority vote.

One additional thing I noted here is that the duration of written
votes are considerably longer than our current votes. Specially 14
days notice with 28 days to respond rather than 7 days each as we have
been doing.

Peter

[Peter Law]

Rob wrote:
> In the current system (i.e. pre-charity), decision-making is entirely
> undefined. This leads to vast amounts of too-many-cooks, bike-shedding,
> micromanagement, etc, as you have likely seen over the last few years.

I think there are a number of other issues too, but more on that in
another thread.

> With the charity registration, it becomes extremely clear who
> responsibility lies with (this was a reason for becoming a charity that
> I wrote back in [1])

I see no reason to specifically assign the clarification to becoming a
charity. While yes, it will require that we make some changes, there
is nothing which prevents us from making similar changes anyway if it
is felt they are needed.

The need itself probably deserves its own discussion, though it is
notable that this is an area which Ollie tried to discuss previously
with the general result of a bunch of people shouting that the current
setup was fine.

Thanks,
Peter

[1] http://article.gmane.org/gmane.science.robotics.srobo.general/4834

[Lila Fisch]

Hi,

> So as long as the marjority of trustees agree, they can reappoint
> themselves?
Yes.

This does not sound healthy to me.

I also wonder if there is a plan how future votes will be handled,

e.g. game votes.

Will that still be blueshirts in our current definition or does one have to be appointed to be a charity member to get a say?

lilafisch

[1] http://article.gmane.org/gmane.science.robotics.srobo.general/4834