Remove requirement for an AGM

[alexjj]

Propose the intent of suitably editing the articles so it is not compulsory for there to be an annual general meeting.

I think a legalese style meeting is not worthwhile for us. I'd rather have "meeting" (defined as a call to arms for everyone to come this day, vs. the usual tuesday open day email) where people suggest ideas, thoughts, plans, activities, complaints, etc. on a casual level and a little coordination around those instead. It seems difficult enough to arrange one annual meeting, so lets not waste it.

Probably there are knock on impacts of not requiring an AGM, but I'm sure they can be worked around. Like director nominations and issue of accounts. Reports can be send via email on an appropriate basis. Directors...I dunno...people stay in position until they don't want to and then seek out others who are interested?

I'd propose wording on these knock on items should be generally vague to give us the ability to do what's sensible without a lot of "hoo-har".

[irl]

Accounts can be distributed to members via post or email. We desperately need to get correct email addresses off people as these haven't been refreshed in a while, but otherwise that is solved.

Director removal and appointment can be done through a written resolution with some online eSigning platform, or by post. Selecting the directors to appoint or remove can be done by an advisory election beforehand. There should still be a requirement that director positions are appointed, confirmed, or removed, annually. If the written resolution following the election fails to pass, an EGM needs to be called immediately as a backup.

[alexjj]

Even though unrelated, if we're doing annual director elections, then might as well attach the accounts to that cycle.

I'm not tex savvy, so unfortunately no pull request, but here are my suggested changes to the articles based upon the above:

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DECISION MAKING BY THE MEMBERS

General Member Decisions

34. The board must ensure that a general election for directors is held once per calendar year.

35. The election must:

• Be open to all members;
• Provide fair opportunity for nominations and voting;
• Be announced to all members at least 14 days in advance;
• Include a report on the annual accounts.

36. If the annual election cannot be conducted or fails to result in valid appointments, the board must immediately call an Extraordinary General Meeting (EGM) to resolve the issue.

37. The board may call an EGM at any time.

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Power to Request an Extraordinary General Meeting (EGM)

38. The board must call an EGM if requested in writing by at least 20% of the membership or 5 members, whichever is greater, provided:

• The request states the purpose of the meeting; and
• The purpose is lawful and consistent with the articles.

39. The EGM must be held no later than 28 days after receiving a valid request.

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Notice and Procedure for General Meetings

40. At least 14 clear days’ notice must be given for any general meeting, including elections and EGMs.

41. Notices must include the meeting agenda and any proposed resolutions.

42. Notices must be sent to all members and directors via email, using the address listed in the register of members. Accidental omission to notify a member does not invalidate proceedings.

43. A quorum of 5 members or one quarter of the membership (whichever is fewer) must be present (in person or via two-way communication) for the meeting to proceed.

44. If quorum is not met within 15 minutes of the scheduled start, the meeting is postponed and must be rescheduled with fresh notice.

45. A director shall chair general meetings unless otherwise determined by those present.

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Voting

46. Each member has one vote. Proxy voting is allowed as described in clauses 55–56.

47. Most resolutions require a simple majority unless specified otherwise in clause 51.

48. Resolutions in clause 51 require a two-thirds majority to pass:

• Amendments to the Articles;
• Expulsion of a member;
• Directions to the board on specific actions;
• Dissolution of the Hacklab.

49. Tied votes may be resolved by a casting vote from the chairperson.

50. Votes may be by show of hands or secret ballot if requested by the chair or at least two members.

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Director Elections

65. Directors (including the Treasurer) must be elected or re-elected annually through the process outlined in clause 35.

66. All directors' terms expire annually at the close of the election process.

67. A director will be deemed to have been re-elected unless:

• they advises the board prior to the conclusion of the AGM that they does not wish to be reappointed as a director; or
• an election process was held at the AGM and they were not among those elected/re-elected through that process

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Also edits to 12.1:

12.1 the MEMBERS - who have the right to attend members’ meetings (including any general meeting) and have important powers under the articles; in particular, the members appoint people to serve on the board and take decisions on changes to the articles itself

[AndyGaskell]

I will try and make a PR for this, just so we have a thing to action. No promises on getting it done in time, I forgot how much of a fangle Latex is.