2019-01-24 AGM Transcript

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iandickinson [8:02 PM]
*Nottinghack AGM 2018 re-run - 24 Jan 2019*

sophierach [8:02 PM]
sorry it is just very very cold in here

jymbob [8:03 PM]
Is this the right channel for some quiet heckling? Just making sure I'm on the right place

iandickinson [8:04 PM]
*1. Roll call*
We are quorate.

sophierach [8:05 PM]
with or without our proxies?

iandickinson [8:05 PM]
Trustees present: Matt, James A, James T, Russell, Ali, Ian D (minutes)
Apologies: Andrew H

jamesfowkes [8:06 PM]
@jymbob No heckling please, it will make the minutes harder to read in future

iandickinson [8:06 PM]
All the special resolutions are on the wiki: https://wiki.nottinghack.org.uk/wiki/2019-01-24_AGM_Agenda

*2. Special resolution 1 - summary*
> Special Resolution 1 - General Meetings
> Emergency General Meetings (EGM)
> 
> Changing the Constitution so that:
>
> EGMs should only have one item on the agenda
> EGMs can have more than one item if they're closely related
> Members need to be told about the EGM
> Agenda needs to be sent at the same time as members are told
> Annual General Meetings (AGM)
>
> Changing the Constitution so that:
>
> All members must be given 28 days' notice of the AGM
> Members can submit items to the agenda once the notice is given and have 14 days to do so
> Trustees consider all submissions and group into three categories:
> - AGM
> - Members' Meeting
> - Unsuitable
> Agenda is sent to all members at least 7 days before the AGM
> All items categorised as AGM must be on the agenda
> Along with the agenda, Trustees must notify all members of all submitted items and how they have been categories
> Definition Change
>
> Clear Days (used in the Constitution for the amendments above):
>
> The period between when the notice for something is happening and when it happe
> happens

Vote: Ayes have it.  No votes against

*3. AGM quorate requirements - summary* (edited) 
> Quorate
> 
> Changing the Constitution so that the AGM is quorate if more than 15% of members attend (currently it's 20%)
> 
> AGM Not Being Quorate
> 
> If the AGM doesn't reach quorate, we can still have the meeting.
>
> Afterwards:
>
> All members will be asked to participate in an online vote
> The vote will be for approving the minutes and voting on the agenda items
> The level of participation for the online vote needs to be equivalent to the level needed for the meeting to be quorate

We have 170 present tonight including proxies. 93 physically present in the room

Adam F asking question around "should" on the on-line vote if not quorate.
Michelle questioning constitution requiring 60% of attendees at the AGM to  vote to carry any changes
Suggestion that "attend" is changed to "represented" to include proxies
Paul M suggestion that we allow on-line attendance and voting at future AGMs
Owen also supporting on-line representation
Another member also in support of on-line streaming an dvoting
We are running a trail with Zoom this evening. Details were published on slack.

Matt proposes splitting into two votes.

Firstly votes on 2.8
Vote to not include 2.8 - Carried

Adam F suggestion that we could base quorate level on numbers of active users by using data from the door access system
Dom M suggests all members of the space have a duty to attend and be represented at the AGM
Callum mentions all members have a say if they want it
Josh - we need to be clear on this and how votes count
Another view - should we say have a number rather than a percentage, e.g. 100 members need to attend
James F the history of the 20%, it seemed a reasonable number at the time it was set
James H 20% seems reasonable
James W will it get harder to get more members to attend as we grow
Paul H concerned it takes extraordinary effort to get people here
James A - we had issues with email, some going to spam, fixes in place on later emails
Adam F - was it extraordinary?
James A / Matt - not enough effort was put in to publicising the first time
Tasos - is there any real reason to change the quorate level?
The 15% change was suggested by a member. The trustees decided it was worth putting on the agenda.
Paul M - Got the emails, almost every day. Was supposed to be somewhere else tonight, but has attended due to importance
Jamie W- should the constitution cover how the AGM should be advertised?
Bob W - raised changing what we are voting on from the agenda was circulated
James H - clarified we have split special resolutions at previous AGMs

Votes for change to 15% with wording as shown on the screen
Very close, need to count hands!

Votes against the change: 88 votes  (not carried)

horribly_hairy_paul [8:43 PM]
Democracy !

iandickinson [8:43 PM]
Quorate remains at 20%

*4. Trustee terms and elections*
Summary:
> Term Limits
> 
> Changing the Constitution so that:
>
> Trustees are limited to two consecutive terms
> If you were a trustee, you can stand to be a trustee again after one year of not being a trustee
> Trustee Nominations
>
> Changing the Constitution so that:
>
> The number of nominations needs to be at least one more than the number of open positions
> If there aren't enough nominations, the current nominations will be made public, and there'll be a new period for nominations
> If, after the second time, there still aren't enough nominations, the Trustees will talk to the members and the wider hackspace community to see what's happening.
> During this consultation, the Hackspace is closed

Question - what is the wider hackspace community
James F - could include Google Group memners
Matt L - suggestion to split into two sections a) trustee term limits and b) elections
James A - voices support for Matt as a trustee
Paul M - do we struggle to get people to stand for Trustee
Yes!
Owen - Matt only a trustee for 7 years as people have voted for him
Callum - the limit would help encourage others to stand for trustee
Michael R - why is this point there
James H - explains, there to encourage people to stand, some it may be "they are doing it" so don't put names forward, also so trustees get some perspective as a member (non-trustee), take a year off, get new ideas, also get new blood in
James H - also loves Matt!
James H - trustee terms are two years, always some overlap for continuity

horribly_hairy_paul [8:54 PM]
Gushing over matt continues unabated

tasos [8:54 PM]
joined #agmminutes.

iandickinson [8:55 PM]
Toby - comment that AGM is working this time as effort has been put in. Same needed for elections
Adam F - initially though tthis was a brilliant suggestion, however James point to step back is good, but do we need a clause in the constitution for this (edited) 
James H - explains he needed to take a break from being a trustee
Alex P - Asks about legal obligations.
James H - Director of a company with limited liability
James A - encourages members to stand for trustee
Michael R - has the hackspace bee closed before
No
Eddie Pogorski - less community, know less members now, no Christmas do or Halloween do
Should we have more hackspace parties
Paul M - what would happen to the £17K of members loans if the hackspace closes
Matt L - the resolution is not to permanently close the hackspace, it is more to encourage members to stand for trustee

froggy [9:02 PM]
Question from out of the room - is it worth a minor amendment to clarify what 'closed' means

iandickinson [9:02 PM]
Own - how many times have we not had N+1 candidates?
Frequently

froggy [9:03 PM]
Eg: no access/use as opposed to legally 'closed'

iandickinson [9:03 PM]
@froggy Matt has covered that. I can't keep up!

froggy [9:03 PM]
That's OK! Carry on if it's been raised.

iandickinson [9:04 PM]
Josh - clarifies that the temporary closure would help as a stick
Toby - if members leave as a result of this it helps with quorate levels!   Haha
James H - also clarifies what will happen if don't have enough candidates
Ben P - concern about making people feel they have to do something
James H / Ben P - discussion on diversity
Jon W - could this amendment make people stand who don't really want to do it and do a poor job
James H - possibly, it may have happened in the past
Tasos - We may not have been doing everything we said we would do when we voted for 2.5, e.g. items associated with income
Owen - Why would someone keep paying if the hackspace is closed?  A "kick up the arse" may help
Another member - is closing appropriate, can we run with less trustees
Matt - clarifies the closure is at the end of a 70 day period, there would have been many emails in the interim
Gabby - the community is big, but we need to communicate, as has been shown tonight

James A proposes we go to a vote
Matt L - suggests 3 votes
First vote on trustees terms
Second on number of nominations to N+1
Third vote on closing hackspace
Voting for on each vote

Trustee terms vote: Ayes have it (Carried. Trustee terms to be limited to two).
Matt - will have to stand down after this term

Vote 2 requiring N+1 nominations (details as published): Carried

Vote 3 for closing hackspace if insufficient nominations:  Carried

James A thanks everyone for attending

Laser materials - please reclaim from classroom if you didn't take them away before!
*Meeting closed*

andrew_walters [9:23 PM]
Good Job. Ian and James for minuets and the chair respectively.