I’ve finished the first stab at the articles of association. This is based on the LHS articles (as I’m most familiar with them) with tweaks inspired by the Somerset Rules and the Co-operatives UK model articles.
Yr attention is specifically drawn to:
Article 3 (Objects): I had an initial attempt at these, but it could possibly be improved. It needs to be short, pithy, and not liable to overinterpretation.
Article 5 (Membership): This defines the two classes of membership broadly. We should have a membership policy which elaborates on this (although that’s not necessary before we incorporate).
Article 14: This weights voting so that member spaces have the 75% of the vote.
Article 23: Defines how directors will be elected electronically. This is based on the LHS system but I have switched out STV (which it turns out is bad for this situation, for several reasons) for plurality-at-large voting (which is also bad but less so).
Bear in mind that, by law, all members must be notified of meetings. Quorum is a last resort against that, and in my opinion not a terribly good one. Setting a high quorum is generally just an invitation for hassle if it doesn’t get met.
I’m not really a fan of general meetings at all, and I think we should mostly be able to get away without having them (especially given that directors elections are separate).
Annual general meetings are not compulsory except for publicly-traded companies. The ability to hold a meeting is required, though, and those meetings must be in-person (I don’t think an electronic “meeting” would qualify as a general meeting).
First thought is that I’d like to see the HSF be a CIC, with a clear non-profit statement and asset lock. Partly so it can be a destination/mechanism for redistributing assets between other CIC spaces. Partly because I like the rest of what CIC implies for. The specific articles should be easy enough to incorporate, but i’d be interested to hear what others think. Perhaps a vote on level of interest (in HSF being a CIC) would be best?
The weighted voting (article 14) seems a nice simple solution, although my gut feel is the individual members should have even less of the representation - perhaps only 10%.
Article 23 is clearly written and makes sense, but perhaps unnecessary - the latest version of model articles issued by the government allow for electronic voting, but its not mandatory, and leaves the exact mechanism to be decided by the directors. Perhaps this would better belong in a policy document (as per membership details), and thus make it more flexible in the future?
Had a play with the “objects”… failed to come up with any changes worth making. There are a few points that turned up in recent telegram discussions that don’t feature in the “objects”, but nothing critical. I’m in favour of shorter/broader objects, rather than making them too specific, so happy to go with your proposed wording.
It’s not particularly clear, but I believe the CIC asset lock would prevent (or at least impede) us from donating to organisations which weren’t themselves CICs (which I believe is the majority of Hackspaces), so in my opinion it’s probably not a good plan at the moment.
In general I still don’t really see the point of CICs over standard CLGs, especially when you have a broad membership.
We can always convert to a CIC (or indeed a charity) later.
I’m not too fussed about this, but I am imagining that we will be relatively strict on who we accept as individual members, with most people in this class being ex-hackspace organisers. 25% seems to be a fairly common number for non-user members in multi-stakeholder rules.
(full disclosure: I say this as someone who will be an individual member)
The difference here is that this article decouples directors elections from general meetings, which I feel is something which should be stated specifically. Although statute does make provisions for electronic voting, it doesn’t provide any mechanism. (In fact, the model articles appear to require that any votes at a general meeting are taken at the meeting.)
We could tone down the detail a little and move that to a separate document, but I don’t think it’s a huge deal.
Please read all the way to the end before replying as it turned into a narrative…
There are two classes of membership, which may have distinct rights and powers:
I don’t think that this entire section should be here. Articles of association should define the legal minimum aspects of running the company, not determine the operational aspects. I believe this should be in a different memorandum of understanding or similar rather than here. I’d suggest switching it for something like:
“5. (b) Membership classes and rights will be determined by the board and published such that all are aware of the classes of membership and how they may be changed.”
Whilst we only see two classes right now, I know we’ve discussed three.
14 voting stuffs
I can see that splitting the above would have a direct impact on this section which is problematic as otherwise it looks good and healthy
41 Conflicts of interest
Good to see this neatly dealt with following extensive discussions on telegram about it.
And you’ve dealt with the details of adding membership classes here negating my earlier comments. Huzzah!
With the comments above, I think this looks pretty solid from my reading of this and others over the last couple of years. Lots of thanks to @russ and @jonty who’ve been working on this on and off for a long time.
that’s a very good point - will have to re-read the asset lock bit carefully, but agreed the path to convert to a CIC later is straightforward.
My thinking is that fast forward a year or two and we should have >2k hackers represented through their member spaces, and a small number of individual members (10-20 at a guess?) … so seems unfair to give the individual class a disproportionate voting power. Would be interested to hear what other people think on that.
Ref Article 23 - it was a minor point, happy to leave wording as is.
@jonty I think that’s the case. Do we feel able to change the membership classes later if we need to under the provisions in 51 rules or would it need a special resolution in order to change the articles of association for the company?
It would need a special resolution. Membership classes (and especially anything which controls members voting rights) should definitely be defined in the constitution, and not be something for the board to fiddle with at a whim. Otherwise it makes it quite easy for the board to disenfranchise people - and the possibility of this may have other implications (tax, funding, etc).
I think we’ve resolved Ian’s issue with the membership classes, at least more-or-less. There are three types of organization defined elsewhere: member spaces, recognized spaces, and associated organizations. https://github.com/UKHackspaceFoundation/constitution/blob/master/articles-body.tex#L81 recognizes two classes of member of the HSF association. A member space is a class 1 member of the association. A recognized space isn’t a member of the organization at all, and an associated organization may or may not be a class 2 member of the association. This doesn’t leave an option for a member space to not be a member, or a recognized space to be a member, but that’s OK, because the only difference between a member space and a recognized space is if they are a member of the association.
OK, I reserve the right to go ahead and form the company fairly soon. I will drop the voting percentage for individual members from 25% to 20%.
While we’re in the initial phase, changes to the Articles will be fairly easy as it will just require me and Jonty to sign something. Once we start accepting members (which will I think realistically will be in 2-3 months time) then it becomes a bit more complex. But I think it’s best to get going and keep the momentum up.