[57north-ctte] AGM announcement

Robert McWilliam rmcw at allmail.net
Thu Apr 7 00:27:34 BST 2016


I'm planning to send the following AGM announcement tomorrow (well
technically now today - anyway: Thursday) afternoon. Please check it for
errors and shout before it goes out if you spot any...
<announcement>
57 North Hacklab Ltd. Will be holding our Annual General Meeting (AGM)
at 15:00 on Sunday the 24th of April 2015 in the Hacklab, 3rd floor,
35A Union St, Aberdeen, AB11 5BN

Much of the procedure for the AGM (and other things about how we
operate as a company) are laid out in the Space Corp. Directives (see
clause 4) which can be obtained from Companies House or (if you trust
that they're going to match the official Space Corp. Directives):
https://github.com/hackerdeen/articles/raw/master/hacklab_articles.pdf

Our current membership count is 30, a quarter of 30 is 7.5 which is
more than 5 so quorum for the meeting will require 5 members (clause
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

 - Report on activities since last AGM

 - Treasurer's report

 - Modification of articles to allow remote participation in meetings. 

There is a proposal to modify our articles of association to allow
remote participation in meetings. 

This will involve the addition of two clauses, and the modification of
two existing clauses. 

The first insertion will be in the section "Procedure at AGMs and EGMs"
after clause 46 and will read "A member shall be considered to be
present at a general meeting if they can communicate with all others
present."

The first modification will be of clause 81 in the section "Procedure at
board meetings". This clause currently reads "No valid decisions can be
taken at a board meeting unless a quorum is present; the quorum for
board meetings is 3 directors, present in person." The words "present in
person" will be removed to give "No valid decisions can be taken at a
board meeting unless a quorum is present; the quorum for board meetings
is 3 directors."

The second modification will be of clause 84 in the section "Procedure
at board meetings". This clause currently reads "Each director has one
vote, which must be given in person." and will be changed to read "Each
director has one vote, which must be given by them being present."

The second insertion will also be in the section "Procedure at board
meetings", this new clause will be inserted at the end of the section,
after the current clause 89, and will read "A director shall be
considered to be present at a board meeting if they can communicate with
all others present."

Articles modified to reflect these changes are available at
https://github.com/ormiret/articles, with the diff at
https://github.com/ormiret/articles/commit/79fc96dbff637d65290693cf0c986fce599f6cfa

- Election of directors

 - Any Other Competent Business

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. Email is not instantaneous, and can be subject to
glitches, so if sending your nomination by email 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 (clauses 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 [0] we've done this with Meek STV via opavote.org, I'd be in
favour of using this method again if an election is needed.

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
Space Corp. Directives 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-cttte-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 24/04/2016

 - 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.

Although no official remote participation is allowed unless/until we
approve the modification of the articles proposed above if anyone who
can't make it to the meeting would like to listen in I intend to set up
a conference call and/or google hangout for the meeting. Any members who
would like to connect via one of these channels should let me know - I
will not set this up unless demand for it is communicated to me. You
will not be allowed to vote, propose business or stand for election (or
conduct any other official business) via these channels at this meeting. 

57North Hacklab Ltd. is a company registered in Scotland
(No. SC470230).

[0] https://57north.co/elections/2014/

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

Robert
--
Robert McWilliam      rmcw at allmail.net    www.ormiret.com

Cleverly disguised as a responsible adult.


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