[57north-announce] 57North Hacklab Ltd. AGM

[Edward Watson]

Note: Most of you will receive this twice as it is going to -announce
and members' email addresses. Our apologies for this.

Dear all

57 North Hacklab Ltd. will be holding our Annual General Meeting (AGM)
at 19:30 on Tuesday the 16th of April 2019 in the Hacklab's social
room, Lower Floors, 26 North Silver Street, Aberdeen. AB10 1RL.

Much of the procedure for the AGM is laid out in the articles of
association which can be obtained from Companies House.

Our current membership count is 22, a quarter of 22 is 5.5 (rounded to
6) which is more than 5, so quorum for the meeting will require 5
members (see Article 44).

The AGM is intended to be a check that we are sticking to our legal
requirements rather than going through the day to day running of the
space (issues about the day to day running would be better raised on
the discuss mailing list).

Agenda for the meeting:

 - Election of meeting chair

 - Previous AGM minutes[0]

 - Report on activities since last AGM

 - Treasurer's report

 - Election of directors

 - Vote on the resolution to update the articles of association to
direct surplus assets to members should the hackerspace wind-up (see
below)

 - Any Other Competent Business

In order to continue trading as a mutial association, we are required
to change article 103 as per Companies House manual item BIM24110[1].
In accordance to article 40.1, the proposed changes are detailed as
follows:

Remove current article 103:
Any surplus assets available to the Hacklab immediately preceding its
winding up or dissolution must be used for purposes which are the same
as - or which closely resemble - the purposes of the Hacklab as set
out in these articles.

Add new article 103:
Any surplus assets available to the Hacklab immediately preceding its
winding up or dissolution must be distributed amongst members in a
manner proportional to members contributions to that surplus, dating
back 5 years from the date of dissolution.

In accordance to article 50, this must be passed via resolution with a
two-thirds majority of those voting at the meeting.

We are now accepting nominations for anyone who wishes to stand for
election as a director for the next year. Nominations can be made by
sending an email to 57north-announce at lists.57north.co stating that
you would like to stand (and some explanation of why) before the
meeting or by indicating that you want to stand when we get to that
part of the meeting. Please send it as soon as possible.

The details of how the election of directors will be conducted will be
up to whoever is elected to chair the meeting (Articles 48, 51 and 52)
but will probably be something along the lines of: if we have less
than 5 candidates more nominations will be sought until we get to 5 or
more candidates.  If we have exactly 5 candidates at the AGM then they
will become the new board. If we have more than 5 candidates then
we'll have an election to decide who gets to be a director -
previously [2] we've done this with via opavote.org.

If any member can't make the meeting there are a couple of things they
can do to participate should they wish to.

Any issues you'd like to have raised at the meeting can be sent to
57north-discuss at lists.57north.co or privately to any of the
directors or to the directors collectively at 57north-ctte-private at
lists.57north.co (please make it clear you are sending something you
want raised at the AGM) and we will see that it is brought up.

A proxy can be appointed to vote on your behalf at the meeting (see
Articles 47, 53 and 54). If you would like to appoint a proxy please
send an email to 57north-ctte-private at lists.57north.co

Email sent to the 57north-ctte-private address is redirected to all
presently listed directors and is not archived by 57North Hacklab (but
may be by the individual directors).

The email (preferably PGP signed, with a key trusted by the directors
to be yours) should contain:

 - Your name and address (as it appears in the register of members
   (hackhub))

 - Who you would like to appoint as a proxy

 - That this is for the AGM on 16th April 2019

 - If you have any specifications for how the proxy is to act on your
   behalf.

The proxy should bring the same details to the meeting on paper and
signed by the member they are to act as a proxy for.

Remote  participation in our meetings is allowed, if anyone who can't
make it to the meeting would like to participate remotely, we can set
up a conference call and/or Skype call for the meeting. Any members
who would like to connect via one of these channels should let me know
- it will not be set this up unless demand for it is communicated to
me. If anyone has a different preference for how they would like to
participate remotely, let me know and I'll see what can be done.

[0] https://github.com/hackerdeen/meetings/blob/master/2018/18-04-24.AGM.minutes.md
[1] https://www.gov.uk/hmrc-internal-manuals/business-income-manual/bim24110.
[2] https://57north.org.uk/elections/2014/

57North Hacklab Ltd. is a company registered in Scotland (No. SC470230).
57North and 57North Hacklab are trading names of 57North Hacklab Ltd.

Nordin (on behalf of the board)