General Meeting

[Joseph]

Hello everyone,

We are going to need to hold a general meeting in the next couple of months, as we have some bits that need sorting, involving amending the articles of association.

We would probably have sorted it in November's members meeting, but we need to give special notice of 21 days.

I'll send around the full series of resolutions once we (the trustees) have finished reviewing them, which will probably be when the meeting date is announced.

Would it be preferable to anyone if it were the 10th December or 14th January members meeting which became this general meeting?

Voting will most likely be by poll, so if you want to vote by proxy, you can.

Thank you,

Joseph

[Dr John C Bullas]

10th Dec while it's fresh in our minds for me

________________________________

Please excuse the brevity,
email was sent on the go.

email johnb...@gmail.com
tel +447946317467

TLDR?: https://tldr.tech/ai?rh_ref=02c7dc8a&sl_campaign=MF07e83226c147

Check out Plum: https://friends.withplum.com/r/DfVMHL
________________________________

--
You received this message because you are subscribed to the Google Groups "Southampton Makerspace" group.
To unsubscribe from this group and stop receiving emails from it, send an email to somakeit+u...@googlegroups.com.
To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CADWBmmaGg1kOmrp_UuNtN7QT49GZ09DNX9-2S2sZyKkZT3FrYg%40mail.gmail.com.

[Ed Chaney]

Hi Joseph, what's changes to the articles are members discussing?

Kind regards

Ed

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CANkuONd9QSu%3DURA9BzDrFc1mBSmQoBXpyLmjNRbn2J1uTyfVBg%40mail.gmail.com.

[Dr John C Bullas]

Some minor changes to bring us in line with other spaces

________________________________

Please excuse the brevity,
email was sent on the go.

email johnb...@gmail.com
tel +447946317467

TLDR?: https://tldr.tech/ai?rh_ref=02c7dc8a&sl_campaign=MF07e83226c147

Check out Plum: https://friends.withplum.com/r/DfVMHL
________________________________

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CAGJHKyUO9rcJLfALfJruEepftkW5c8NwdMLWR6m-RfgHg_CVOA%40mail.gmail.com.

[Ed Chaney]

Hi John,

While it's reasonable to assume you are acting in good faith, any changes to the articles could potentially have wider consequences and the trustees not involving the membership in this discussion form the start may raise alarm.

We are a member run organisation, changes to the organisation should be driven by the membership. I would ask that the trustees first explain what issues you are looking to address with the changes to the articles and allow members to discuss or work on addressing those issues if they can, or wish to.

If there is an urgent issue, then indeed it may be sensible to address this in the shortest possible timeframe. However, based on what I have heard so far it doesn't sound like SoMakeIt is in immediate peril and I question why this is seemingly happening in the shadows, and as fast as possible.

Perhaps some time should dedicated to this at the next member's meeting. Both to ensure the issue is clearly understood, and for the floor to be opened to members. If there is a clear consensus or some clear options, an indicative vote may then be a good option to move it forward. If a brief summary can be sent out beforehand that would really help.

Cheers
Ed

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CANkuONeHqHz0KHTJ8Z65_rXA_aQ5U91PkOA6Q3yffwM9ZVV4fw%40mail.gmail.com.

[Chris Murray]

ed,

I think that was John's point - to designate either the December or Jan members' meeting as  a General Meeting & at one that Articles of Association would be discussed at, fulfilling the 21 days' notice period. From reading the emails it wasn't John proposing any changes, that was Joseph, John was merely proposing the designated General Meeting date.

All the best,

Chris 8-)

https://about.me/chris18890

Virus-free.www.avg.com

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CAGJHKyUF692s9qcphonJXokAO1-H3shTBR%3DQ%2Bggw0_BznNMohg%40mail.gmail.com.

[Ed Chaney]

Hi Chris,

To amend the articles of association requires what is known as a "special resolution" at a general meeting. The wording of the special resolution must be included in the notice of the meeting, which must be sent out in advance. 

Once the notice of the meeting has been sent, there is no opportunity to change the resolution significantly regardless of anything bought to light during subsequent discussions. There would be no opportunity to change it at the meeting so that's why it's important that this is discussed beforehand, not at the general meeting. Additionally, a special resolution requires 75% of the vote to pass so its important that we go into the meeting with a strong consensus otherwise its a waste of everyone's time.

The articles of association are a powerful legal document that can determine how a company operates and what powers and responsibilities directors and members have. It isn't something that is routinely or causually amended and members of the company should understand why we are changing it and what consequences there will be.

Kind regards,
Ed

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CAP6HXaOt%3DarK-Ybddzh%3Df6-aSPVcP4vHMbovQ%2BLtp3WTcba%3D_Q%40mail.gmail.com.

[Joseph]

Good evening,

Ed is quite correct in that the articles are the binding legal document in which we, as a company and makerspace, must operate.

Part of the reason for wanting to give the option to hold a general meeting in January was to give time for discussion about the proposed amendments, and to see if the membership wanted to make any further changes.

My apologies for the lack of clarity up until now, but I only discovered the conflicts between our policies and the articles on Thursday, and I have spent most of my spare time over the last few days working on some options for solutions.

That being said, I entirely agree with Ed that given how the makerspace is set up, it is only right that the members have input into the process, and ultimately have the decision on how we phrase any amendments.

The basic problem is that the company, upon incorporation, adopted the model articles of association, and has since never changed them in line with how we operate. 

This has left us with the legal inability to remove members (as members of the company), while recording our list of members as if we actually do (with the assumption that members who stop paying are withdrawing from membership of the company).

Along with this, despite acting as if we are a not-for-profit in many cases, we are not bound to be by the articles either, unlike most makerspaces in the country. 

This is not so much an issue, but for various reasons it may be a good idea to amend the articles. 

The biggest change is that if the company winds up, the members cannot claim the assets or money of the company, it must be transferred to a similar organisation.

If nothing else, it means we can drop the 'Ltd' from the name of the company, also by special resolution.

We may need to write a short policy outlining commercial use of the space by members, but I don't think it would need to change anything substantially from what we currently do.

Along with this, I was working on an elections and general meeting policy in the background in order to have the way we do general meetings written down, which I was intending to bring up at the next members meeting, with the intention of getting a consensus on what we wanted, and potentially passing the resulting policy at some future meeting.

Given it was relevant, I also included an amendment to make it a bit easier, and to force votes to a poll, in which proxy votes/votes in advance are properly counted (to my understanding). 

I'm not entirely convinced it's a good idea myself, but that is ultimately up to the members.

There is also an outdated paragraph that, while we are amending the articles, we might as well remove. 

It is by no means mandatory, but it was removed from the model articles a month after we were founded, and there is little reason to have it.

In order to allow discussion and amendment to the proposal, the following is not the statutory notice of a general meeting, but a suggestion of how we move forward:

• We hold a general meeting on the 10th December, with the formal announcement going out after the members meeting in November (presuming we don't decide otherwise in that meeting).
• We discuss the proposals, and any further ones, on the mailing list and on Slack, then finalise the amendments at the members meeting in November.
• We vote on the resolutions as special resolutions, along with any ordinary resolutions required by the new articles (surrounding membership fees and rules on removal for misconduct in particular) in the general meeting in December.

For full disclosure, the sections on being a not-for-profit and removal of members are based heavily on York Hackspace's articles, with influence from Nottinghack and HacMan.

I am happy to answer questions at the meeting based on my rough understanding of the law and other hackspaces, but I am no expert on any of this (I am unsurprisingly no lawyer), so do not assume I have got everything right.

Joseph

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CAGJHKyUnTP5XNs36Gbn%3DuM_HNvR-bt-oWLJRn%2B%3DaUGrx5jEVsA%40mail.gmail.com.

[Bracken Dawson]

Hi,

I've been observing for a few days and I have concerns. Can we legally change the articles in this way? I recall we adopted the model articles because they are compatible with being a private company limited by guarantee. Does Companies House need to be notified or approve of changes to our articles?

Regarding removing Ltd from the company name: Does this involve changing the type of company, and if so what type of company do we become? Does this remove the limited guarantee and if so can members become liable to any greater degree? I will end my membership if this is the case. I would note that we can and do use "So Make It" as a brand.

The proposal must be made with the exact wording of the new articles. Has a company lawyer checked these changes? Has a lawyer confirmed that we actually cannot remove members? I strongly recommend involving a professional before deviating whatsoever from the model articles.

Thanks,

Bracken.

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CADWBmmYqCrcsdLBcfZ%3D_qekOfX7KeY31XeVxpCXRNJ2PzKZ8gQ%40mail.gmail.com.

[Joseph]

Hello

I'll answer more fully in the morning, but in brief:
The amendments do not alter the members liability - the limitation by guarantee still stands.
Model articles provide the most basic set of rules, but they can be amended by special resolutions, and yes, it involves submitting the amended articles to companies house (though only as a record, not for approval)

As for legal advice, we have corresponded informally so far with a lawyer who is connected to the space, but not so far formally. They were able confirm the lack of ability to remove members, which is extremely uncommon for both makerspaces, and clubs and societies in general.

The not-for-profit statement us taken nearly verbatum, with permission, from York/Nottingham, and the wording of the member removal section was also heavily leaning on them. The limited exemption does effectively force the lock, but does not require additional reporting as far as I am aware. It certainly does not convert the company to a CIC.

I am myself divided on most of these, other than the membership removal clause, which should really have been dealt with at least when the members system was converted to being the HMS, or the passing of the grievance policy, or upon incorporation. Ultimately, it is down to the members now to decide how to move forward.

Thank you, and I hope this is helpful.

Joseph

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CAE-X3secpFyTkPiVEr%3D2iHtsEg088zHwntoq7%2BCjQNSni01K7Q%40mail.gmail.com.

[Rob Cowe]

I have to say, I am also concerned. It appears that these amendments are being proposed without any impartial independent advice, no guidance to members as to their actual meaning and impact, and without even a firm statement as to why the trustees think it is necessary.

If the articles are to be amended, I would like an opportunity to view the proposal before a meeting, it would be very irregular to change the company in such a fundamental way without giving members a chance to seek their own counsel.

Thanks

Rob

[Joseph]

Good morning,

The PDF contains the proposed resolutions as they currently stand.

Joseph

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/bff1a765-291a-4909-afa0-1f0b70932477n%40googlegroups.com.

[Rob Cowe]

Well, that bodes well for my alertness this morning. I completely missed that message in the thread. Please disregard my previous message.

Thanks, Rob

[Joseph]

Hello,

No problem Rob, emails on the mailing list are not always the easiest to look through.

For reference, here is a copy of the model articles (without any amendments), as found on our Github repository, to get an idea of where we are proposing we amend.

Joseph

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/7f7b6c3a-f5f6-452e-a720-d22e6a35bd6fn%40googlegroups.com.

[Joseph]

Hello,

One of the main points of the last members meeting was the proposed amendments to the articles.

We came to the general conclusion that the amendments relating to holding all votes by poll would be tedious and unnecessary, and that we could just do it by internal policy anyway, so that has been dropped, unless anyone wants to insist upon it's inclusion.

With a few minor changes due to feedback, mainly making waiving or reducing the membership fee for individuals being the directors, rather than a director's power, I have put them together into a single document.

Again, unless anyone objects here, I would like to narrow the number of special resolutions down to 2:

1. We adopt new articles of association (as presented to the meeting, and linked in this email) to replace our previous articles of association in their entirety.
2. That the company shall be renamed from So Make It, in line with the exemptions made under Regulation 3 of The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015

It was also decided that we would hold the meeting in January, as it gives a bit more time to check a few bits, and for members to suggest amendments. This is not statutory notice, that will be sent out in due course.

In particular I need to double check none of the proposed changes constitute entrenchment in the articles (section 22 of The Companies Act 2006), as that would require unanimity among members, which is somewhat more difficult to achieve.

Given that we do not explicitly state that the sections cannot be changed, and I do not believe the name change constitutes entrenchment, I think it's fine but I'll need to look into it. If anyone has any ideas, please let me know.

It was suggested that we alter the articles so as to require members approval of directors remuneration or pay. 

By convention, the directors are not paid for their work, as they are volunteers, but we may want to make it so that the members must approve any remuneration or pay of the directors. 

On the other hand, this may be somewhat limiting, as we do need to ensure that people, including the directors, can easily get repaid for items they bought on behalf of the space.

Joseph

[Joseph]

Hello again,

Having spent more time looking at the articles against other makerspaces, I am going to suggest we amend the following statement:
(5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’s subsidiaries or of any other body corporate in which the company is interested.

To:

(5) If the total amount spent by the company within a tax year on directors' remuneration (excluding reimbursements for items as laid out in 41.3.(e)) at any point within that year reaches 10% of that year's income, further remuneration within that year must be approved by an ordinary resolution of the members

Also, I am suggesting that we add the following statement to the not-for-profit part, just to clarify that we can reimburse members for purchasing items.

41.3.(e) to any member as reimbursement for items purchased for the Company, where the purchase was approved by the Directors, and the reimbursement does not exceed the amount spent by the member on the item.

I should say that we do not pay the directors, as they are volunteers. 

However, after some of the conversations we had at and after the members meeting, it seemed like a good idea to put some sort of limit in place, in case we ever have any issues.

Joseph

[Bracken Dawson]

I don't think I'm qualified to review ad-hoc amendments to articles and their implications. Has someone who is sufficiently skilled looked at this?

Alternatively; are newer model articles available which cover the changes you want to make? If so then adopting those instead would be much easier to propose.

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CADWBmmZ1eZZKK2rPb_N6u4xdSgRkqzr-RtMHdRQ785TCzH-ddA%40mail.gmail.com.

[Joseph]

Good morning,

I agree that ad-hoc amendments are not ideal, though I am doing my best to write something out that is roughly in line with the discussions in the last members meeting.

The only change to the model articles occurred a month after we incorporated: removing 18(e) from the articles (which is one of the proposals made).

Without knowing the origins of other hackspaces' articles (which I have tried to find, but haven't been able to trace) I would be reluctant to recommend that we adopt them in their entirety.

Also, the seemingly fairly standard hackspace articles do not quite do everything we are wanting to include, such as specific rules surrounding the remuneration of directors, and the specific rules surrounding membership fees.

I spoke to a few members and directors of other other organisations besides hackspaces in writing this, and the estimate I have got is that it would take about half of our reserves to get a lawyer to draft new articles, based on their experience.

I can't say I like the situation, but we are trying to work through this as best we can.

Joseph

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CAE-X3sf%2BKWC6pLPAoqe9XL1euLY19tcOJ7Je3%3DNV5Z%2BOaAmvBw%40mail.gmail.com.

[Anton Piatek]

Fwiw I don't think refunding expenses is renumeratuon. I'm not sure you need to worry about including that as any purchase made on behalf of the makerspace  is a makers pace expense, and refunding it is not a salary or benefit

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CADWBmmYSD9A_YceqnRxAt-2_mu%3DgJTCyNofXnmSBFg_R9vEoSw%40mail.gmail.com.

[Joseph]

Hello Anton,

We came to the same conclusion at YHS. 

The main reason to add it was due to our institutional memory being fairly short, and it seemed sensible to curtail a debate every time someone found the articles about what is and isn't allowed.

I'm happy not to include it, if members don't think it is necessary.

Do you have any opinion on the directors renumeration change?

Joseph

To view this discussion, visit https://groups.google.com/d/msgid/somakeit/CAD1F0RbGJKt6mbXRCgTraqOHjJ2iL%2BbrMRY7Q5JMaAuHz7AFrw%40mail.gmail.com.

[Joseph]

Good evening,

If I do the research tomorrow to check it is legal, would anyone object to making proxy notices address or email address in the articles?
I know it is a little last minute, but it is rather a faff having to have proxy notices contain people's addresses every time.

Joseph