[hackspacebristol] Hackspace/Botlab Structure

David Henshall david_henshall at lineone.net
Mon Apr 1 22:17:44 UTC 2013

On 1 Apr 2013, at 07:35, Tarim wrote:

>  Surely you can't really believe, "an unelected director has the
> potential power of veto over the membership"?  

This is somewhat quoted out of context. The full sentence is " A situation where an unelected director has the potential power of veto over the membership is problematic."
The intention of this line is to highlight by example the potential risks of having an unelected director. Reiterating... Companies House has advised that unless there are specific articles relating to a 'Non Executive Director' in the constitution then their role is counted as an any other director. There is a filed document at CH stating that Mike is a Director. In theory all directors have a vote in directors meetings. This may not have been exercised yet, although legally the potential is still there.  If BotLab continues to have an unelected director the implications would need to be considered carefully.

> The intention, and
> practice, is that Mike has performed the role of making sure Botlab gets
> its accounts done and in on time and announces the next AGM.  
This describes the role of the Secretary As Mike has been appointed to do and noted at CH.
> He doesn't
> have the role of an elected director; he's never voted as one; nor tried
> to; nor can I imagine it being accepted in the unlikely event he did try
> to.  

Why does BotLab need a 'non executive director' by name in the first place?
We don't need to be in a position where these boundaries could be tested in the future, we can avoid the slightest doubt altogether by not appointing unelected directors.

> He's volunteered his time to help out because he knows how Botlab
> needs to present its accounts to Companies House.  
I'm sure we are all very grateful for Mike fulfilling the role of Secretary and hopefully continue if he would like to and if the membership see fit.
There are no barriers for Mike to also stand as an elected Director if he wishes although they represent two different roles.

> If Companies House
> has him listed as a director rather than company secretary then this is,
> at worst, a mislabeling.
Companies house have two separate documents one notifying the appointment of Mike as Secretary another as  a Director.
An insight as to how this was presented and approved by the current board would be enlightening.

Currently the AGM does not list 'Any Other Business' as an item to cover. As a member of BotLab I would call for the topic of 'The role of non executive directors' to be added to the agenda.

As this is an issue relating to the Board it is a topic suitable for the AGM and probably better discussed before it becomes habit.

Having previously been a member of a cooperative,  a culture of personal ownership by long standing individuals can develop despite the best intensions of all concerned.
This possibility, if present, however remote, I would suggest should be best avoided at an early opportunity. 
Potentially if this is a misinterpretation, 'mislabeling' or a mistake then it can be discussed (hopefully briefly) a decision can be made and move on.

If purely hypothetical 'Gongs' were being awarded for services to the Hackspace, BotLab and Dorkbot I would like nominate both Rachel Carney and Mike Harris. As joint hosts of Dorkbot at the time they organised the 'Hamilton House Hack' something that can be seen as a key event on the road to setting up what has become the current Hackspace. As always thanks to John Honniball for recording the event.


Best wishes,

David H

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