Celtic Burn Town Hall (AGM) and selecting our next Directors
Fran Ellis
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Hello, I'm Fran, one of 5 legal Directors of Celtic Burn. That's right! We have legal Directors. We are a legal company. Here's us on the govt website https://find-and-update.company-information.service.gov.uk/company/SC712999/filing-history
Our legal name is Northern Regional Ltd to enable the community to host other events up north under the same umberella. We became a company in 2021 before the first event, because it removes liability from any one individual.
The role of Directors
Our intention as Directors has always been to do only what is legally required. Accordig to a very brief overview written by Iona in 2021, our role is:
To ensure full accounting is registered with HMRC and companies house as per small company brief annual return basis requirements. No profit shall be derived from any activity, all funds are reinvested in the objectives of the organisation.
To handle all funds received in a responsible and recorded manner and only spent with proper agreement in place approved by the team
To only solicit contributions in a responsible and not for profit manner
To make sure data protection guidelines are met
Run annual general meeting - to elect directors and hear concerns of members
To support HAF in the event of conflict/dissolution
To feedback to the membership of the community in an open and transparent manner all the actions taken, money spent and meetings held
To be available and willing to accept any scrutiny openly
This document states the term of Directors is 1-2 years and new Directors will be elected by the Celtic Burn community at an annual meeting. (Read the full doc here).
Aside from the above, as a Director of Microburn it has come to my attention that we may want to do some work on our Articles of Assocation to ensure we are legally recognised as a membership organisation, exempting us from paying tax. Microburn is currently making a lot of legal adjustments which we could potentially ask for their guidance on.
Proposal
My proposal is that we schedule an Annual General Meeting (AGM) for the Autumn this year. (Really, we should be running these 'official' AGMs every year).
All members should be notified of the meeting and the agenda a min. of 2 weeks in advance.
All members are invited to submit topics to the agenda a month or so in advance
A member, at this point in our organisation life, is anyone who bought a membership to CB 2023
All members are invited to self-nominate to role of Director, including existing Directors
There will be a period of at least 2 weeks after self-nominations where the community can submit any concerns regarding the nominees to a committee (possibly made up of currrent Directors who are not self-nominating for another term, since we do not currently have a conflict committee).
A vote will take place at the AGM.
I propose that moving forward Directors serve 2 or perhaps 3 years unless they choose to step down earlier.
To discuss:
What topics are invited to the AGM? E.g. the price of memberships for CB 2024 doesn't need to come to the AGM. What, apart from selecting Directors, does?
What voting system will we use?
What percentage of CB members need to show up for the vote to be valid?
Has anyone facilitated burner AGMs (perhaps called Town Halls) before, and if so, do you want to put yourself forward to Chair this one? If so, contact me. If not, I have facilitated a Borderland AGM before so I am happy to facilitate this one.
Would love to hear any feedback. I am personally keen to step away from the role of Director soon, so I have a vested interest in making this happen. When I took on the role I was super interested in all things organisations. Now my attention is elsewhere, and I would love to pass the baton onto someone who will put more care into this <3
Thanks,
Fran
Sam Lee Sat 24 Jun 2023 10:34AM
Thanks Fran for thinking about this. It is the summer and other things that aren't CelticBurn are happening, even the idea of coming here to Loomio to talk shop gives me the jeebies.
Autum AGM is a great idea, sometime after 1st weekend September (SingingSands).
I'd like to help with contcting members
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Allan Fri 21 Jul 2023 4:12PM
Hi Fran, speaking a director of Nest - where we're currently redoing our membership structure, process of governance & election of directors I'd say the following.
The private member org structure which MB has (which they followed Decom in adopting and which Decom got from a golf club) is pretty unnecessary from a tax POV we've found. You only pay tax on the profits you make, as any profits made are carried over to fund the next event (there's a tax rule which allows this) we've found that we've never actually made a profit. Even if we did we think we'd always be well below the threshold for paying tax. So the tax minimisation structure of a private members organisation doesn't offer any benefits in practice for us (and I suspect won't either for MB or CB due to relative sizes & money involved).
I'd also question whether minimising what we pay in tax is even the right strategy to begin with. We all rely on public services: at Nest we've had people carried off in ambulances & police getting involved to remove problem individuals from site. In principle why should we seek to avoid taxes? Isn't this a part of (the principle of) Civic Responsibility: to pay the taxes we're liable for to help fund public services we rely upon (though albeit in practice CB won't pay any taxes anyway due to not making a profit - if any profit is carried over & spent next year in advance of next CB).
The voting system you use at the AGM is proscribed by the Companies Act 2006 https://www.legislation.gov.uk/ukpga/2006/46
For election & removal of directors it requires a simple majority (greater than 50% of votes cast) and is treated as an ordinary resolution.
The number of members who need to show up for a vote to be valid (a quorum) depends on what it says in your Articles of Association - If it's not mentioned the Companies Act specifies that there must be more than 2 members present & this will be what's required unless your AoA says something different.
I suspect your Articles of Association are the ‘model articles for private companies limited by guarantee’ taken from the ‘The Companies (Model Articles) Regulations 2008’. This is a standard template suggested by legislation in 2008, which are what Nest has used since 2013. They're shit & utterly inappropriate for burns or easy understanding. Rewriting a new one from scratch will be hard, complicated and take a long time but I'd suggest that is may be the best approach to take.
The length of time your directors serve for, and other details of your organisation must be specified in your Articles of Association and how you currently operate is dependent on what it says in your current AoA. This will hold until you change it. If you're using the model articles there should be no term limits on directors, so if you want to limit it to 2 years, etc your directors will need to resign at that point (but if they chose not to you can't stop them so long as they're not in breach of the AoA).
Check what your Articles of Association says (the link in your company outline is dead) as this will determine how your AGM runs and things like directors term in office, etc. I don't believe your company outline has any legal standing.
Allan Fri 21 Jul 2023 6:44PM
Worth mentioning too that - without having seen your Articles of Association - if you're not set up with clearly defined membership, with it's rights & liabilities spelt out in the AoA (that is if you're using the unchanged model articles), your membership has no legal rights as they won't be recognised legally as members. Your 'members' will be the directors. This will present issues if you try to hold votes in the AGM & directors vote differently to 'members'. It also means that Companies House may query or refuse to accept any votes at the AGM (eg to elect new directors or adopt new AoA) as not properly held (as voted on by people not considered under the AoA as members).
I don't know for sure if this is the case - don't know the AoA you were set up under, check your AoA and see what it says. As you're set up as a private company ltd by guarantee it's more complicated than just deciding what you want to do. You're bound by the AoA and by the Companies Act 2006, and this constrains your actions somewhat. Of course it doesn't matter much unless you come to the attention of Companies House, the law, inland revenue, etc but if that happens the directors could be in trouble for not following their legal responsibilities in running the company (Article 171 of Companies Act).
Emily H Tue 15 Aug 2023 8:37PM
Hi all! So, the current directors have identified a good date for this meeting where we are all available!
The meeting will take place on Thursday, the 21st of September at 19.30 on zoom.
Here is a link for the zoom: https://york-ac-uk.zoom.us/j/95094430329?pwd=MW9YYUVsTlo5MXpYWDNFU1owbmxTdz09
Please, if you can and have not already, consider the info in Fran's post and please add anything on this loomio which you would like to see in an agenda, or about any of the other elements.
An important part of this AGM:
The community needs new directors! We have at least 2 directors seeking to step down, possibly more - see original post for details. If you are interested in and available for this role, please self-nominate using this link: https://docs.google.com/spreadsheets/d/1X7jKLrjXfbxjh4woP5DisdrwT9m25Xkds2HZLTYd8jc/edit?usp=sharing
If you have questions before self-nominating you can message me ([email protected]) or one of the other directors (Fran, Sam, Iona, Tom).
p.s. Allan thank you for the helpful comment - we are in the process of fixing this kind of thing
Emily H Mon 11 Sep 2023 7:10AM
Update! following on from this - the current directors have met for a chat as we have not yet had any self-nominations and seems this approach isn't really working out. Also, we are unlikely to get half the membership present at the proposed AGM so the original plan isn't going to work.
Instead:
Town Hall, not AGM
send out call at meeting / in general seeking new directors - anyone expressing interest will have a conversation (seperately) with two current directors before directors meet for a decision
further info + call-out to occur at Town Hall or get in touch using the northernregional email or the contact above / this forum right here
Town Hall itself will focus on big questions in the community / major questions people want to ask
any member can suggest a question for discussion which will form the basis of breakout groups in the town hall which members attending the call can select from (choose your fav topic and discuss)
hopefully feeding back ideas and getting conversations started will naturally lead on to new projects and ideas getting going!
Emily H · Sun 11 Jun 2023 12:59PM
Thank you Fran for putting this together! Absolutely think an AGM is a great idea (on multiple levels). Am also keen to step down as director as I am also being pulled in other directions. If we both step down and the others, or most of them, remain another year then we can get some new people in while also having some consistency?
I strongly support all elements of your proposal.
Discussion points you mentioned -
Topics: we can perhaps accept suggestions for important major community talking points when the invite is sent to members? Agree that it is 0% about logistics. It may indeed be a relatively short meeting. To me some cultural discussion may be good about where the community wants the event to go in the medium-term (what kind of culture) and also perhaps our affiliation to the burn culture as a whole - there are some technical aspects to this too of course. May be the type of thing worth discussing with the community.
So a few ideas there but also perhaps we open it up not long before the meeting, and people can also ruminate on it until then?
Voting: should be anonymous. This is perhaps a little weird but at work we use this quizzing tool called 'mentimeter' a lot - allows anonymous viewing of quiz results. It's not really designed for this sort of thing but could work for anonymous polling no problem. If no one has a better idea (there is probably something better out there) I'm happy to provide access
Percentage needed... Hm that is quite difficult. I imagine we haven't stipulated a number already? That is something we should add into the articles. A quick google suggests there is a wide range used... What do other groups use - perhaps we could ask? Otherwise maybe 25%? That seems low but if we go much higher I fear we may never be quorate...