Talk:Constitution

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Amendments to the Constitution for AGM 2020

Making notes for amendments that need to be made, but making them in advance of the next AGM. --Kate (talk) 14:52, 26 November 2019 (UTC)

Definitions

Articles of Association - needs to link to File:Nottingham Hackspace Ltd M&A.pdf

Done with out a resolution as this is just wiki formatting and does not change the text --'RepRap' Matt 21:53, 5 December 2019 (UTC)

Nottinghack and The Space needs to go above The Board, in order to match up the definitions for The Board with Trustee

Member needs to refer to Section 1.1 of the Articles, not Section 2.

Voting & Non-voting member: change `attended the Nottingham Hackspace` to just `attended The Space` --'RepRap' Matt 21:53, 5 December 2019 (UTC) (correct definition was not use in the original wording)

Trustees

Under:- 1.2 A trustee’s term of office shall normally be approximately two years, from 1st June of election year, to 31st May 2 years later
Add in 1.2.1
1.2.1 A trustee remains in office until the completion of the election of their replacement.

'RepRap' Matt This is how it works already, but its not written down!!

Change
1.7.1 A trustee wishing to stand down part way through their term must give 42 days notice, to allow for the election of a replacement
To
1.7.1 A trustee wishing to stand down part way through their term must give 49 days notice, to allow for the election of a replacement
Give trustees and extra week to decide if they this to not run an election for 5.3.3 and a week to get emails ready to go, rather than have to start the election same day as a notice arrives 'RepRap' Matt 21:31, 11 December 2019 (UTC)

Amed 1.7.3
The departure of a Trustee must be announced publicly by the remaining Trustees first
To
The departure of a Trustee must be announced publicly (to all Members) by the remaining Trustees first

'RepRap' Matt 20:45, 4 November 2020 (UTC) Clear up that the intention is to email all current members about the change effecting the running of the space

Annual General Meetings

Add in a new 2.3.1 and adjust all numbering afterwards accordingly.
2.3.1 All submissions must identify what exists in the current Constitution and/or Articles and what is being proposed as a change

'RepRap' Matt 2.3 just invites agenda `items` for submission, they don't have to be related to the Constitution and/or Articles in any way. I get the intend behind this suggestion but better wording word maybe be

2.3.x If submission is proposing a Special Resolution to change the Constitution (per 2.8) it must identify what exists in the current Constitution and/or Articles and what is being proposed as a change

'RepRap' Matt I also wonder if adding this as 2.3.1 would help

2.3.1 A submission to the agenda should include a suggested tile and a description of the topic to be discussed

which might make might previous suggestion into

2.3.2 If submission is proposing a Special Resolution to change the Constitution per 2.8, in addition to 2.3.1 it must also clearly identify what exists in the current Constitution and what is being proposed as a change

Add in 2.7.1
2.7.1 A member can attend the AGM through a proxy vote, as specified in 1.161-1.172 of the Articles

'RepRap' Matt given this is already laid down in the articles there is no need for it here

Amend 2.8
2.8 Constitutional changes can only be carried by a 60% majority of AGM attendees
to:
2.8 Constitutional changes can only be carried by a 60% of more majority of AGM attendees

Monstertruckglue (talk) I understand that changes to the constitution or articles require a 75% or greater majority under UK companies law

'RepRap' Matt constitution is really our (nottinghack) thing, not 100% sure how its covered under companies act. As this rule (2.8) is about Constitutional changes only changing our full articles as on record with companies house would still require the formal 75% of all shareholders/members not just AGM attendees. Useful article on articles

Move 2.4, 2.5, and 2.6 down under 2.9 and rearrange numbers accordingly, so that all the EGM stuff is together

Board Meetings

Change section heading to Members Meetings --'RepRap' Matt 21:53, 5 December 2019 (UTC) since that what we are really talking about here

Terminations

Amend 4.3 from
4.3 any sum due from the member to Nottinghack is not paid in full within six weeks of it falling due - a minimum of one reminder will be sent during that time;
To
4.3 any sum as part of their monthly dues from the member to Nottinghack is not paid in full within six weeks of it falling due - a minimum of one reminder will be sent during that time;

Elections

Amend 5.3.1
A replacement Trustee servers the remainder of the retiring Trustee's term. This does not count towards the consecutive terms counted in 1.3

'RepRap' Matt given that 1.3 has just been amended to two full terms, this is not really needed (originally suggested by Kate)

New 5.6.1, and move others down by one
Election voting period will be 7 days.

'RepRap' Matt Shockingly we have never defined this before, but 7 days is what we have used in the past

Amed 5.5.4
If an insufficient number of nominations are received during the window, the current nominations will be made public and a new nomination window announced.
to
If an insufficient number of nominations are received during the window, within 7 days the current nominations will be made public and a new nomination window announced.

'RepRap' Matt add some clear timeframes around this stage, which is how this would/should happen anyway

Amed 5.5.2
The nomination window will normally begin 28 days prior to the elections and end 7 days before elections begin.
to
A nomination window is 21 days long and normally begins 28 days prior to the elections. Leaving at least 7 days and no more than 14 days before the voting period.

'RepRap' Matt clean up timeframes, 'A nomination window' vs 'the' since we could have two

Amed 5.4
Deviations from points within 5.3 can be made, but must have the agreement of all remaining Trustees. The decision and reasoning behind them must be made public
To
Deviations from points within 5.3 can be made, but must have the agreement of all remaining Trustees. The decision and reasoning behind them must be made public (to all Members)

'RepRap' Matt Clear up that the intention is to email all current members about the change effecting the running of the space

Renumbering sections

The flow would be better if it went:

1. Trustees
2. Elections
3. Making Decisions
4. Board Meetings
5. Annual General Meetings
6. Terminations

This way it goes (loosely):

1. What trustees are
2. How we get them in
3. How they make decisions
4. How we communicate monthly
5. How we communicate annually
6. What we have to do in case of an ex-member

Monstertruckglue (talk) 18:01, 26 November 2019 (UTC) i'm a little confused around board meetings, Trustee meetings, and members meetings constitutionally.

'RepRap' Matt see my clarification about Change board section heading to Members Meetings

Effective discussion

As we saw in 2019, the current method and timeline for submissions does not give any room for discussion, debate or clarification before the amendments are locked.

I would propose making alterations such that:

• submissions carry with them a clear definition of the purpose of the amendment, covering what currently happens, why this is perceived to be a problem, and how the amendment aims to redress that
• submissions in the main carry with them the name of the proposer, unless they have specifically requested anonymity
• submissions be put forward no later than 2 weeks before the AGM
• submissions be able to be amended up to 1 week (7 days) before the AGM by either the original proposer (with a reason for the amended submission) or by the Trustees in order to clarify its meaning or effectiveness
• in the event that a submission is amended by the Trustees, the original proposer can ask that it be voted on in the original form should the amended submission not pass

Jymbob (talk) 15:20, 26 November 2019 (UTC)

Two points here form me ('RepRap' Matt)

First 2.3 allows for "submissions for the AGM agenda", this is not just a invite for Constitutional changes but any item that a member might like to be discussed at the AGM (not all there Agenda items will result in a need for a vote)

Second the "at least" dates in 2.2, 2.3 and 2.3.2 already give the time line you have mentioned.

At least 28 days before the AGM, members are invited to submit their agenda item

At least 14 days before the AGM, all submission should be in

At leat 7 days before the AGM the agenda is published

This give the trustees at least 7 days to work thought all submissions, decided which are going in the AGM agenda and work with the submitter and who ever less they chose to help clear up the wording and prep the item for release

'RepRap' Matt 20:26, 26 November 2019 (UTC)

Also these are "at least" dates, full allowing for these dead lines to be stretched further back before the AGM as wanted. But being a former trustees i know for well how much work we had to do that it's always trick to preempt stuff before is hits urgent --'RepRap' Matt 20:28, 26 November 2019 (UTC)

Thanks Matt. The issue I was trying to address is that this year a couple of big amendments have been put forward which don't really go into enough detail for an informed decision to be made, or raise questions around whether they would actually bring about the change they're meant to. I guess what I'm trying to suggest could be described as a "clarification window". I fully appreciate how hard the Trustees work, but if this were baked in to the timetable it might lead to more engagement with the proposals. Jymbob (talk) 19:36, 27 November 2019 (UTC)

Electronic voting

Apart from agreeing with a lot of Jymbob's stuff (that certainly is a good set of suggestions we should work on for 2020 to improve submissions), a further proposal to divorce in-presence AGM from the actual voting on items, something like;

• AGM is there to do X, Y and Z (financials, what we've done, items for discussion, legal responsibilities) - really would be nice if standardised so is clear what is going on. EGM still is separate one-item agenda.
• Items for voting will be discussed and amended as necessary in the AGM and finalised there (proxy trustee if the person submitting it isn't present or is anonymous)
• Voting will be done electronically within a week of the AGM for all members (options for secret voting as appropriate)
• XXXTREME OPTION: Quorum could be removed from the AGM or set very low since voting no longer is enforced there (downside: less presence to discuss the items being voted on :( )

Some hackspaces do virtual AGMs and remote voting. Also a possible option?

Andrew Armstrong (talk) 15:58, 26 November 2019 (UTC)

Monstertruckglue (talk) 17:54, 26 November 2019 (UTC)I think the constitution could be amended to allow remote electronic voting, its a perennial suggestion, my concern is defining the implementation, should be secure, anonymous if needed, valid (only members can vote, only vote once) and probably need to define what to do in case of a technical breakdown. the actual system we use could evolve with technology.

It's really not clear what the rules are for an EGM Jymbob (talk) 19:38, 27 November 2019 (UTC)

Virtual AGM/EGM

This it not disallowed in the the Articles Nottingham Hackspace LTD
1.126 In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
This rule does allow us to consider an AGM/EGM in zoom or some other means that just all in a room (edited)

'RepRap' Matt