Loomio

Timings for getting us to the first meeting

R
RobJN Public Seen by 520

Now that we have suggested splitting the first meeting in to the formal part (being a evening meeting using the telephone conferencing facility kindly provided by Wikimedia UK) and the informal part (a weekend face-to-face meeting), can I propose the following timeline:

  • 22 Jan 2017 (Sunday) - Last day to sign up as a member who can vote at the first meeting.
  • 31 Jan 2017 (Tuesday) - Last day to nominate yourself for election as Director.
  • 1 to 6 Feb 2017 - Review nominees to confirm they meet the rules, and prepare pack for announcement of General Meeting.
  • 7 Feb 2017 (Tuesday) - Announce General Meeting.
  • 22 Feb 2017 (Wednesday) - General Meeting in the evening by telephone.
  • 4 March (Saturday) - The in-person meeting. We can sign the forms required to set up a bank account on this day.

The General meeting is both 14 Clear Days since the notice, and 30 Clear Days since the last day that members can sign up and be entitled to vote.

Notes:

  1. This gets us moving more quickly but it unfortunately means that Directors need re-appointing at the first AGM. This is dues to clause 23.5. The alternative is that we call an AGM, which requires 45 days notice. We are not ready to do that this week.
  2. Although there is clause in the articles (36.3) to allow Directors to "make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it", I do not know if this includes a temporary reduction of the 30 day rule for new members. For ease we should enforce the 30 day rule.

For the announcement we need to follow these rules:

34.1 Every notice calling a general meeting must specify the place, day and time of the meeting, whether it is a general or an AGM, and the general nature of the business to be transacted.
34.2 If a special resolution is to be proposed, the notice must include the proposed resolution and specify that it is proposed as a special resolution.
34.3 In every notice calling a meeting of the Company there must appear with reasonable prominence a statement informing the member of his or her rights to appoint another person as his or her proxy at a general meeting.

It is best practice also to include the full text of ordinary resolutions.

Actions:

  • ALL: Confirm we are happy with this.
  • @brianprangle : Check that the t-con service is available.
  • @brianprangle : Can you get a venue for 4 March (Saturday)?
R

RobJN Tue 17 Jan 2017

Once agreed we will communicate this via talk-gb and the email newsletter so that as many people as possible are aware. The General Meeting notice will be sent to all Members.

R

RobJN Tue 17 Jan 2017

In regards to the notification, we can start drafting this. As far as I see it we already have the following resolutions:

Resolution 1: To set membership fees as such:
1. Members £5 per annum
2. Associate members:
2.1 SMEs (annual turnover< £5m) together with public bodies, charities and other not-for-profit organisations £50 per annum.
2.2 Corporate for-profit organisations (annual turnover>£5m) £500 per annum.

To take effect once a payment system has been established.

Resolution 2: To establish the "Cooperative Bank Social Enterprise Directplus Account" as the main bank account of the Company subject to all Directors meeting the criteria and appropriate due diligence.

Resolution 3: As permitted by Article 6.6, the Company affiliates to the OpenStreetMap Foundation as a local chapter.

BP

Brian Prangle Thu 19 Jan 2017

Might have to delay this schedule unitl I can confirm availability of Wikimedia telcon faciity

BP

Brian Prangle Thu 19 Jan 2017

Agenda should be: (I'll start a separate Loomio thread with a proposal for FY)

One of the outgoing directors will chair the meeting, and one will record the decisions of the meeting
1.Welcome
2.To identify and agree the attendance of any non-members present
3. To agree the FY start
4. 5. 6. Resolutions as listed by Rob
7. Election of new Directors the Board

NB proxy voting is allowed so we need to work out a process

JH

Jon Harley Mon 30 Jan 2017

Note that under article 23.5, directors can be elected by an AGM, or by appointed by a resolution - NOT an election - at a General Meeting.

I guess you could hold a straw poll at the meeting and then propose a resolution to appoint the winners.

I notice that ALL the directors must retire at the first GM, and that no business can be transacted at that meeting (such as appointing new directors) unless it is quorate. So it's going to be vital to get 10% of the membership to attend that meeting!

R

RobJN Mon 30 Jan 2017

Hi Jon. Yes, well spotted. This is the bit that slipped through unnoticed in the articles. That is the STV election is for AGMs but for speed we want to run this as a normal General Meeting. On the plus side we can get new Directors in using an ordinary resolution (or STV if the Directors use their powers under 23.5(c) to make the result binding) but they will need re-appointing at the first AGM in 12 months time.

I understand that a resignations take effect when the new cohort of Directors are in (thus allowing use of 23.5(c).

Quorum is currently 8 persons (represented in person or by proxy).

JH

Jon Harley Mon 30 Jan 2017

I'm sure it won't be hard to round up 8 people, but my reading of 24.1 is that all directors MUST retire at the first GM, it doesn't say anything about delaying if the new cohort is not in place. If the initial directors use 23.5(c) before the GM, anyone they appoint must retire with them, and after the GM, they can't use 23.5(c) because they have already retired.

BP

Brian Prangle Thu 19 Jan 2017

Ignore the numbering in the agenda - Loomio screwed up what I entered - just treat them as sequential

R

RobJN Thu 19 Jan 2017

@brianprangle We have until Feb 7th to find an alternate telephone conference facility. Let's continue as is on the assumption we can resolve it by then.

If anyone knows of another company than can allow use of their tcon facility in the evening please speak up.

R

RobJN Mon 23 Jan 2017

The t-con issue is fixed :-)

BP

Brian Prangle Tue 31 Jan 2017

I now have confirmation of the telephone nos and PIN from Wikimedia so we have everything we need to issue a notice in that respect

R

RobJN Mon 23 Jan 2017

I have pulled down a list of Members (69 rows although I think a couple are duplicates). These are our pool of potential Directors - I will email them tomorrow to ask for people to self-nominate by the end of the month.

R

RobJN Tue 31 Jan 2017

The pro bono lawyers have advise on this (ensuring we avoid a situation where we don't have directors). I'd need to look again but it's not an issue I'm overly concerned about.

BP

Brian Prangle Tue 31 Jan 2017

I kind of have planned an agenda where the outgoing directors run the meeting until the agenda item of election/appointment which I'm tending to think should go last, when the transfer between the 2 sets of directors takes place. Currently it looks like the new regime will be an uncontested 4 outgoing directors +Jon so it doesn't look too problematic. Happy to have it reversed with election/appointment early on the agenda
@Jon I have received written resignations from all 5 current directors wef our first meeting.