[57north-discuss] [57north-announce] 57North EGM

[Robert McWilliam]

On Thu, Aug 28, 2014, at 10:46 PM, Carl Anderson wrote:
> Hello all,
> We will be having an EGM on the 13th September. For the agenda please
> see:
> https://github.com/hackerdeen/meetings/blob/master/2014/2014-09-13-EGM-Agenda.md


Sorry I didn't manage to send this sooner, it's been on my TODO list
since the announcement went out but was always just below something more
pressing till now at 0-I-should-really-be-in-bed-o'clock the day before
the EGM[1] when I've run out of time to put this off to...

I have a few objections to the proposed agenda:

1. Removal of unpaid members: I don't think this should be done at the
EGM. The board has the power to end the membership of any members who
are two months behind in paying dues (as long as they have been given a
reminder) so I'd prefer that this be handled by the board outside of a
general meeting. My preference would be that members who are behind be
given more than 1 reminder (there is no particularly pressing need to
remove them till the next general meeting so this could be many
reminders/emails trying to coax them back) and clearly be given the
option to come up to date without paying for all the time since they
last paid (I think there was agreement in a board meeting that current +
previous month was sufficient to return to good standing but I'm not
sure on this point (so I doubt it was anything close to sufficiently
clearly communicated to members who aren't that involved)).

2. Starving hacker rate: I am currently opposed to the introduction of
this rate as the details are nothing like like clear enough for my
liking. What qualifies someone for this rate? Who makes the
determination of if someone qualifies? What process of appeal is there
against the determination? etc.

3. Changes to the articles:
i) Move to 3 directors: I oppose this change. I don't think 3 directors
gives us enough back up against directors becoming unavailable (becoming
too busy to be involved, falling out with the wider group, being hit by
a bus...). With 3 directors we either go with all 3 of the directors
being required for the board to have quorum[2] and risk the board being
paralysed should one of them become unavailable or allow 2 of 3 for
quorum and give the entire power of the board to one person in this
circumstance (the chair gets casting vote in meetings so in a board
meeting with only 2 people the chair gets to do whatever they want). As
I understand it the desire to reduce the number of directors is that
some of the current directors wish to stand down and there is a worry
that nobody else wills stand. I think this fear is unfounded; I am
certainly willing to become a director is the alternative is reducing
the number of directors or winding up the company for lack of directors.
I think others would be willing to step up if we need to fill more than
1 gap (or even if there isn't more than 1 gap others might step forward
and we could have an actual election \o/). 

If we don't have 5 people willing to take on being directors I'd propose
instituting a distinction between executive and non-executive directors
before reducing the number of directors. Under this approach we could
have 3 executive directors who take on the work of running the legal
aspects of the space and are sufficient for board meetings to have
quorum but also have 2 non-exec directors who wouldn't be expected to do
anything other than be called upon should one of the executive directors
be unavailable, and the board wouldn't have quorum. This wouldn't have
to have any changes to the articles and could be an informal agreement
that the 2 least keen directors are only required when one of the others
is unavailable.

ii). Rename article space corp directives: a proposal I don't object to
\o/ [3]

iii) Changes to operation of accounts (that aren't actually on the
agenda [4]): I *really* don't like the idea of changing things to only
require one signatory. My objection here isn't that I think directors
are likely to be trying to make off with the space's money[5] but that
people are fallible and likely to make mistakes in record keeping. These
are less likely to be made when two (or more) people are required to
sign off on transactions, so our records are more likely to actually
match the transactions that have happened. As I understand it the desire
to reduce the number of signatories to 1 was so that we could use the
online banking facilities available to us. I'd propose that instead of
going to only 1 signatory being needed we change to the approval of two
directors being needed (and specify how/where that approval should be
recorded) following which one director can execute the transaction.  

I'd like to propose that we exercise the option granted in clauses 51
and 52 to expand the decision making on the issues on the agenda for the
meeting to include those members who can't make it along. My preference
for doing this would be by an online poll of members utilising single
transferable vote. http://www.opavote.org/ makes this easy to run -
alternatively I could add a voting system to hackhub (or if someone else
wants to do the work for that: even better), or we could conduct the
vote(s) manually via email ( we have a small enough number of members
that that wouldn't be much effort), or I'm sure we could come up with
any number of alternative mechanisms. The important part would be giving
all members the opportunity to contribute to the decisions, not just
those who can turn up at the specified time.

Robert

[1] I am aware that this is actually technically the day of the EGM
already but I intend to sleep between now and the meeting so still
consider this the day before. I apologise for imposing  my own personal
(wrong) delineation of days on the rest of you (or for the possibility
of creating confusion because I can't).

[2] The current draft articles make no change to the quorum requirement
of 3 in clause 81 so would put us in this scenario.

[3] Of course that is too good to be true. I don't object to the spirit
of the change in the draft articles where the articles can also be
referred to as the "Space Corp Directives", but (you knew there was
going to be a "but", didn't you?) I'd want that change to be moved into
the "Interpretation" section along with the other definitions.  

[4] Imagine me wearing my disapproving face about this (sorry, I don't
know the ASCII emoticon for that).

[5] The value of the kit in the space easily exceeds the money we have
in the account so we're already trusting every member with more value
than is in the bank account. 
-- 
Robert McWilliam      rmcw at allmail.net    www.ormiret.com

Disclaimer: Opinions cited by me are not necessarily my opinions. 
Facts cited by me are not necessarily facts.