Talk:Articles of Association

Minimum number of directors

I've proposed the following change:

"14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum except that the minimum number of directors until one month after the date of incorporation shall be one."

The rationale is that this makes it easier to form the company, given our remote locations, because it means the initial paper forms can be signed and submitted by one person, with the subsequent appointments being doen electronically. AndrewRT 18:41, 3 October 2008 (UTC)

I understand your reasoning, but I'm not sure I like the idea. There are rules about single-member companies that you should make sure you're familiar with if you're going down this road. For example, the first board member would need to take minutes of the "board meeting" where he accepts membership applications from the rest of the board and where he makes them board members, he would also need to keep a list of members that explicitly says he's the only member, and those are just what I remember off the top of my head - there's a whole section on it in the Companies Act (2006 or maybe the earlier one, I don't recall). There are also problems with Companies House's electronic submission system - Arkady tried to change the board members of WER Ltd. and it didn't work and didn't even tell her it hasn't worked. Relying on it from the beginning sounds unwise. And lastly, no offence intended, but I'm not entirely comfortable with the idea of trusting everything to one person. I think it's very unlikely that anything would go wrong, but giving past events I'd rather not take the risk. --Tango 21:22, 3 October 2008 (UTC)

I'm happy I'd be able to comply with the single member company rules that apply here. The bigger issue is one of trustig that one person and I wouldn't want to go down this route if the community wasn't comfortable with it. I'll put a note on the email list about it. AndrewRT 14:43, 5 October 2008 (UTC)

Electronic address

I'd like to propose an expanded definition of address:

• "address" means a postal address or, for the purposes of electronic communication, a fax number, an e-mail or postal address, a text message number or the talk page of a person's user account in a wikimedia project in each case registered with the charity;

This means we can post notices on people's user talk pages if we choose to. AndrewRT 18:43, 3 October 2008 (UTC)

Good idea. If I interpret this correctly, the member has a choice of how we contact them, so this works well. If I'm misinterpreting and this would mean the board can choose to contact someone via user page then it's a bad idea because it makes it easier for people to miss notifications. --Tango 21:24, 3 October 2008 (UTC)

The key clause is "in each case registered with the charity" - i.e. the use would have to specify their user page as a place to receive notices when they sign up. AndrewRT 14:37, 5 October 2008 (UTC)

IRC Director meetings

I'd like to propose the following amendment to allow for Board IRC meetings:

20.4 No decision may be made by a meeting of the Directors unless a quorum is present at the time the decision is purported to be made. For the purposes of this Article 20, "present" shall include being present in an IRC channel where the notice for the meeting specifies that the IRC channel shall be used.

AndrewRT 18:49, 3 October 2008 (UTC)

The legal issue isn't the definition of "present" but the definition of "meeting", to make sure it's legally valid I suggest writing it terms of meetings. I would add something between 20.2 and 20.3 along the lines of "A meeting of the directors in defined to include electronic, text-based or voice-based, real-time communication where all present can send and receive messages from all present." Keeping it general like that means the board can choose to use Skype or something (both Skype Chat and voice chat) instead of IRC should they so desire. --Tango 21:12, 3 October 2008 (UTC)

I'd be happy with that alternative - as you say it would allow a greater range of electronic director meetings. Subject I think to the clearance from our friendly barrister and I'd like to apply to Board meetigns only - not general meetings which have more restrictive legal hoops to jump through. AndrewRT 14:42, 5 October 2008 (UTC)