2013-05-23 AGM Minutes

Roll Call

• Adam Frogatt
• Andrew Armstrong
• Andrew Manning
• Andrew Martin
• Ange Taggart
• Charlotte Calpin
• Daniel Cosser
• Daniel Martin
• David Clarke
• David Hayward
• Dominic Morrow
• Edward Pogorski
• Elizabeth Matter
• Fiona Norbury
• Gareth Howell
• Gillain Zirmer
• Hayley Skinner
• Jake Howe
• James Fowkes
• James Hayward
• Joe Duckhouse
• John Higham
• Justin Stokes
• Kate Bolin
• Lionel Goodwin
• Matt Lloyd
• Matthew Gates (Mouse)
• Matthew Little
• Michael Erskine
• Michel Flor-Henry
• Michelle Strickland (Proxy: James Fowkes)
• Rob Haywood
• Rob Hunt
• Rob Miles
• Russell Houghton (Proxy: Andrew Martin)
• Sebastian Price
• Spencer Owen

Summary

Financials

AGM Financials 2012 June to April 2013

Special Resolution: 2.5

With changes, carried. Added to Constitution

Quorum

Quorum will not be changed.

Election

Election results: 40 voters.

• 38 votes for James Hayward
• 38, David Hayward
• 38, Matt Lloyd
• 37 Gareth Howell
• 2 voted "None of the above".

Full Minutes

Time	Name	Minute
19:22	Nachimir	Nottinghack 2013 AGM begins. Roll call: (Taken on paper, to be added later). Number of members attending: 36.
19:22	Nachimir	2. Finances up to May
19:23	Nachimir	Matt Lloyd: Are on the wiki already for the last 11 months. Jun 2012 - Apr 2013.
19:23	Nachimir	EOY bank balance: £2856 (Didn't catch rest).
19:23	Nachimir	Membership: 87 at start of year, end of year 173.
19:24	Nachimir	Membership dues for Apr 2013 broke £2000.
19:25	Nachimir	Total outgoings: £28,588. 16K = rent and bills.
19:25	Nachimir	£2300 - snackspace.
19:25	Nachimir	Income for year: 28,011.50p
19:25	Nachimir	(Missed total dues)
19:25	Nachimir	Workshops: £2700 in
19:25	Nachimir	Pledges: 727
19:26	Nachimir	Snackspace: £2651
19:26	Nachimir	(Full figures here: http://wiki.nottinghack.org.uk/wiki/AGM_Financials_June_2011_to_May_2012 )
19:27	Nachimir	Officially we made a loss of £575.76p.
19:27	Nachimir	However, from that past year expenditure we've gained assets: Mill, etc.
19:28	Nachimir	Question: Ange Taggart asks about loans. Is that included in the finances?
19:28	Nachimir	Matt: Yes.
19:28		luxpir left the chat room. (Ping timeout: 248 seconds)
19:29	Nachimir	Dominic: It wasn't for rent. It was for a shortfall in bizspaces billing. We took a soft loan which we paid back at ~£250 per month. Two repayments remain.
19:29	Nachimir	Ange: Is that still a problem? James: No, we break even now.
19:30	Nachimir	(Joking) Dominic: Shouldn't joke about stuff, the mill is a significant asset that we got cheaply and restored.
19:30	Nachimir	Matt Ll: We've had a small surplus each month for the past few.
19:31	Nachimir	James H: If we weren't improving the space, we'd have much more than we need to run the space. We should aim to break even, or save for planned expenditure, , not make a profit.
19:32	Nachimir	Ange ask if this be ing noted down: Yes, minuted on IRC.
19:33	Nachimir	3. Special resolution 2.5
19:33	Nachimir	James H: Amendment to section 2.5 of constitution. Summary: Current one is how today's election runs.
19:33	Nachimir	Returning officer offers voting by email or ballot.
19:33	Nachimir	Proposed change: Electronic voting, using S.T.V.
19:34	Nachimir	James: STV is fairer, and electronic voting allows us to involve more members.
19:34	LWK	http://wiki.nottinghack.org.uk/wiki/Talk:Constitution
19:34	Nachimir	Proposed change: http://wiki.nottinghack.org.uk/wiki/Talk:Constitution
19:35	Nachimir	2.5 Elections
19:35	Nachimir	2.5.1 Trustee positions become vacant when trustees either reach the end of their term of office or decide to stand down part way through their term. These will be decided a month before AGM.
19:35	Nachimir	2.5.2 In the week leading up to the AGM, elections must be held for all trustee positions that have become vacant.
19:35	Nachimir	2.5.3 Any member can nominate themselves to stand for election by giving notice to the community during the nomination window.
19:35	Nachimir	2.5.4 The nomination window will normally begin when the AGM is announced and end 24 hours before elections begin. The window will be announced along with the AGM.
19:35	Nachimir	2.5.5 Elections shall be conducted using electronic means. These must be secure and fair.
19:35	Nachimir	2.5.6 Elections will use Single Transferable Vote
19:35	Nachimir	2.5.7 Members may abstain from voting
19:35	Nachimir	2.5.8 In the event of a tie, a new election will take place immediately amongst the tied candidates.
19:35	Nachimir	2.5.9 If one of the tied candidates decides to withdraw, and the remaining candidate has passed the winning threshold a new election will not be required.
19:36	Nachimir	Questions: Matt Little: Fully electronic? No way of writing down votes? Everyone would need some kind of gadget?
19:36	Nachimir	James: Yes, or they could vote in the space. Would be secure and anonymous.
19:36	Nachimir	System stores vote, and that you voted, but they're stored separately. Cannot trace who voted for what.
19:37	Nachimir	Dominic: Would it not be better to retain the use of a returning officer to remove any doubt?
19:37	Nachimir	James: Someitmes difficult to find.
19:37	Nachimir	Andrew A: Website takes less work. I would have volunteered for that this time.
19:38	Nachimir	James F: This is a turnkey solution, not one we're writing ourselves?
19:38	Nachimir	James H: Yes, it's an open source system used by London Hackspace.
19:38	Nachimir	Wants to write a clause in that lets us find an alternative solution if this service goes down.
19:39		rkm joined the chat room.
19:39	Nachimir	Ange: How long do you have to be a member in order to vote? James: As long as you're a member when the election starts, then you can vote. Ange: Have experienced this in Nottingham before where people come into an AGM en masse and vote.
19:39	Nachimir	Dominic: But our current system is really slow.
19:40	Nachimir	[name
19:40	Nachimir	[new member, sorry don't have name
19:41	Nachimir	Ange: A month would be better than the day before. James F: What happened in the other case? Ange: They had to bring in someone external to rewrite the constitution with safeguards against it.
19:42	Nachimir	James: We're considering lowering the quorum.
19:43	Nachimir	Michael E: Wouldn't people have to maintain their membership to effect that change?
19:43	Nachimir	Ange: They could just cancel after a month.
19:43	Nachimir	James H: But Michael is saying that the changes they'd want to effect would be quite physical.
19:44	Nachimir	Liz M: Not practical to make a rule that stops people from getting their friends to join, but if it's visible that someone had persuaded friends to join, is there some way we could discipline that.
19:44	Nachimir	John H: Perhaps a better way would be a minimum number of payments.
19:45	Nachimir	James H: I agree. Worry about new members not getting or feeling involved.
19:45	Nachimir	Michel: Not in favour of electronic voting.
19:45	Nachimir	(Wanted it recorded).
19:45	Nachimir	James: We'll vote on it in a minute. We need a 60% vote yes from this room to pass it.
19:46	Nachimir	Adam: No matter what, it can be gamed. I think regardless of rules, it will always be a potential issue.
19:47	Nachimir	Jake: When an AGM is announced, anyone who is a member at that point can vote?
19:47	Nachimir	James: Election starts a week before the AGM. So one way we could do it, it that someone should be a member when the AGM (or EGM) is announced.
19:49	Nachimir	Michael E: Any determined party could come in an take over the hackspace. In which case, the membership will agree with it, or go somewhere else and set soemthing else up. It's just how organisations are, and we could legislate against it forever.
19:49	Nachimir	Liz M: I think if we try to put preventative rules in place, we'd just alienate new members.
19:50	Nachimir	[New member
19:50	Nachimir	James: We've intentionally kept those quite lose. That could quite easily be perverted while still operating within them.
19:51	Nachimir	Difficult to match everyone against those, and we'd practically become thought police.
19:52	Nachimir	Dominic: I think this is a valid concern. Like many others: Probably better for us to be open though, rather than bind ourselves in rules.
19:52	Nachimir	Ange: In order to be able to vote, what exactly are the criteria? James: One monthly payment by the time the election starts.
19:52	Nachimir	Ange: I think that's fair enough, it just means people can't turn up the day before.
19:53	Nachimir	(Dominic and Kate describe current joining procedure).
19:54	Nachimir	James: Would you like to propose an amendment? Ange: No, happy with the way it is after that discussion.
19:55	Nachimir	James: Anyone think we should propose an amendment? (No hands). Jake: Only change I could see is you've got to be a member when the AGM is announced. James H: To be fair, you have to be a member when the AGM is announced to run for the board, so why not make it the same cutoff for new members voting?
19:56	Nachimir	Dominic: Against that. Two people in this room wouldn't be able to vote today, and we're only just quorate.
19:58	Nachimir	12 in favour of Jakes amendment, 15 against.
19:58	Nachimir	Voting limit remains at start of election rather than announcement.
19:59	Nachimir	(Andrew A points out quibble I didn't quite catch).
19:59	Nachimir	Andrew: similar to 2.5.10 in the old constitution. Creates another seven day window, even with the new voting system, rather than calling for an immediate election.
20:00	Nachimir	James, Dominic: That's a good point. Will amend.
20:00	Nachimir	David C: That new election cause by a draw, would the voters be the same pool, or anyone a member at *that* point?
20:00	Nachimir	James H: No, it would still be restricted to the voter pool at the start of the elections.
20:01	Nachimir	Question about ties that are over the threshold: Are those people in?
20:01	Nachimir	James H: No, even if above the threshold, the tie would go to another election.
20:02	Nachimir	Matt Little: If it's all electronic, I'd like something written in to allow for either someone to do it manually (offline), or that computer access will be provided for them?
20:02	Nachimir	James H: There is a way that we can use offline voting too.
20:02		justin_j_ left the chat room. (Quit: My MacBook Pro has gone to sleep. ZZZzzz…)
20:02	Nachimir	Dominic: If there's no returning officer, I don't understand how that would work.
20:03	Nachimir	(Person enters: 37 members in attendance).
20:03	Nachimir	Eddie: How would you contact people if you don't have their email?
20:04	Nachimir	Andrew A: Only notification in the constitution is to put it on the calendar. Michael E: But it's online. Could we also put it on the wall? James H: Yes.
20:05	Nachimir	James: Do we need to amend it to allow some kind of offline voting? *Nearly everyone says yes*.
20:05	Nachimir	Joe We will need a returning officer then.
20:06		justin_j_ joined the chat room.
20:06	Nachimir	James H: (Proposes amendments that allow for a returning officer and physical voting).
20:06	Nachimir	Votes for that: Nearly all yes.
20:06	Nachimir	Voting on seven day window: Also nearly unanimous.
20:07	Nachimir	(new member): How are you defining offline members?
20:07	Nachimir	James: If anyone hasn't given an email address.
20:07	Nachimir	(new member): So if I've given you an email, I have to vote electronically?
20:08	Nachimir	James: No, returning officer finds a way for people to vote offline if they want to, they can opt out of online voting. Returning officer will manage that.
20:09	Nachimir	Michael E: To raise a point of order, this amendment has been published and available for everyone to comment on for a week. For everyone to start picking it apart right now is a bit last minute.
20:10	Nachimir	James reads whole amendment again at the request of Matthew Gates. *waits for it to load*
20:10	Nachimir	(Including amendments from this meeting).
20:12	Nachimir	Vote on amendment to constitution: Carried.
20:12	Nachimir	(almost unanimous).
20:12	Nachimir	4. Quorum.
20:12	Nachimir	James: Last year we defined the quorum as 20% and put it into constitution. There was talk yesterday of lowering it,, so we could maintain quorum.
20:12	Nachimir	(We only just made it tonight).
20:13	Nachimir	(35 were required).
20:13	Nachimir	James: Should we change that percentage?
20:14	Nachimir	Voting to see purely to see if we should have a discussion: more in favour than not, but less than half.
20:14	Nachimir	Dominic: We could have done more to get members down to this meeting. It's about having representation, not rushing stuff through.
20:15	Nachimir	We could put on transport from Derby. We could get pizza in, there's more we could do to raise engagement.
20:15	Nachimir	Spencer: What estimates do we have for growth.
20:16	Nachimir	James: Forecast for 2014 is that we'll have 26X members and need 54.
20:16	Nachimir	Andrew A: What's the percentage of members we have who aren't in Nottingham?
20:16	Nachimir	James H: Last I checked, 70% live in Nottingham.
20:17		emilepetrone left the chat room. (Remote host closed the connection)
20:18	Nachimir	Adam F: Tonight, some people acted as proxies, so in favour of keeping it. (New member): Electronic voting proxies? James H: No, a proxy needs to be able to speak at the AGM.
20:18	Nachimir	Spencer: Would Skype be acceptable? James H: Yes, we'd have to provide the means though. We could do a massive google hangout if we needed to.
20:19	Nachimir	Ange: I think it's really dangerous to lower it. Makes the space more vulnerable to cliques.
20:20	Nachimir	Matthew G: I think lowering it moderately would make sense. As our membership grows, I think we have more of a long tail.
20:20	Nachimir	Dominic: The worst that will happen is we're not quorate, and have to go out and get people more engaged.
20:20		emilepetrone joined the chat room.
20:21	Nachimir	James: Any member can appoint any other member as their proxy for the AGM, and a member can even serve as a proxy for multiple members as long as those people feel they can represent their views.
20:21	Nachimir	Rob M: How do we authenticate proxies?
20:22	Nachimir	James H: We make it a matter of public record, and if those people object it invalidates.
20:22	Nachimir	AGM conclusions, votes, etc.
20:22	Nachimir	James calls vote on changing or maintaining quorum. Passes on no change, almost unanimous.
20:23	Nachimir	5. Election.
20:23		justin_j_ left the chat room. (Quit: My MacBook Pro has gone to sleep. ZZZzzz…)
20:23	Nachimir	James summarises. Rob Hayward in blue room with voting slips, if you've voted electronically, you will not be able to vote tonight.
20:23	Nachimir	(Meeting breaks up to vote).
20:29	artag	arduino
20:29	artag	oops
20:29	artag	soory
20:32		justin_j_ joined the chat room.
20:41		rkm left the chat room. (Ping timeout: 276 seconds)
20:44		justin_j_ left the chat room. (Quit: My MacBook Pro has gone to sleep. ZZZzzz…)
20:44	Nachimir	Election results: 40 voters.
20:46	Nachimir	38 votes for James Hayward. 38, David Hayward. 38, Matt Lloyd. 37 Gareth Howell. 2 voted "None of the above".
20:46		LWK left the chat room. (Excess Flood)
20:46	Nachimir	AGM concluded.