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Martin Keegan | 7 Mar 2003 15:14
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Re: What the treasurer did... (early Feb 2003)


Some time last month, MJ Ray wrote:

> then illness.  I did manage to get an answer about charitable status,
> and it is as suspected: AFFS cannot become a charity as it currently
> stands because it has specific political and legislative-based aims. 
> This has pluses and minuses.  Interested parties can start reading
> through http://www.ncvo-vol.org.uk/ (warning: now has display problems)
> and http://www.charity-commission.gov.uk/ to see if we missed any
> obvious way. 

I was reading through the AFFS constitution last night having finally got
round to filling in the membership application form, and found it
self-contradictory: there were both political aims and provisions about
being a charity, which suggested to me that either the drafters didn't
know anything about charitable purposes law or it had suffered some of
incomplete amendment. Turning to the mailing list archives, I found this
post, which suggested to me that the former is probably the case, which is
not to be held against the presambly well-intentioned drafters. 

There has since been discussion about how to register AFFS as a charity by
modifying its aims, or splitting it into two entities.

Despite being a strong believer in getting institutional frameworks right,
I think that on balance registering as a charity is more trouble than it's
worth: you get tax benefits and limited liability for officers. At present
the organisation is too small to receive significant tax benefits, but the
liability issue can be solved, if that's thought desirable, by registering
as a company limited by guarantee instead of as a charity; this costs
money and time, and probably isn't worth it yet, but is a viable option
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Jason Clifford | 8 Mar 2003 11:29

Re: What the treasurer did... (early Feb 2003)

On Fri, 7 Mar 2003, Martin Keegan wrote:

> Despite being a strong believer in getting institutional frameworks right,
> I think that on balance registering as a charity is more trouble than it's
> worth: you get tax benefits and limited liability for officers. At present
> the organisation is too small to receive significant tax benefits, but the
> liability issue can be solved, if that's thought desirable, by registering
> as a company limited by guarantee instead of as a charity; this costs
> money and time, and probably isn't worth it yet, but is a viable option
> for the future, unlike the charity idea.

If AFFS is not intending to apply for charitable status I suspect that the 
overhead of registering as a Ltd company (even by Guarantee) might be more 
than is necessary.

What liabilities do you envision AFFS incurring that could be limited 
under company law anyway?

Jason Clifford
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Martin Keegan | 8 Mar 2003 11:44
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Re: What the treasurer did... (early Feb 2003)

On Sat, 8 Mar 2003, Jason Clifford wrote:

> If AFFS is not intending to apply for charitable status I suspect that the 
> overhead of registering as a Ltd company (even by Guarantee) might be more 
> than is necessary.

For the foreseeable future I'd agree. I am very surprised that the idea of
being a charity had such legs; it's incompatible with what many people
thought AFFS was supposed to be, and for an organisation with revenue of
210 quid that does very little (though the EUCD consultation response is
appreciated insofar as it doesn't give the government more ammunition to
say that opponents of the EUCD are naive and underinformed), so madly
inappropriate that it doesn't bear thinking about. 

> What liabilities do you envision AFFS incurring that could be limited 
> under company law anyway?

Civil liability for defamation, that sort of thing. Again, only likely to
be an issue in a much larger AFFS.

Mk
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Alex Hudson | 8 Mar 2003 12:53

Re: What the treasurer did... (early Feb 2003)

On Sat, 2003-03-08 at 10:44, Martin Keegan wrote:
> > If AFFS is not intending to apply for charitable status I suspect that the 
> > overhead of registering as a Ltd company (even by Guarantee) might be more 
> > than is necessary.
> 
> For the foreseeable future I'd agree.

I think we've actually had this discussion before; certainly I don't
think the status of the AFFS will change any time soon - trying to keep
the admin overheads the minimum is certainly the watchword (hmm, is that
a new colemanball?).

> I am very surprised that the idea of
> being a charity had such legs; it's incompatible with what many people
> thought AFFS was supposed to be

There was never an idea to form a charity out of AFFS (except maybe in
the very early stages), I think (from memory) a lot of that wordage was
to do with any sister charity/charitable trust that we might have setup
as a means of tax-efficient money funnelling. Of course, this might be
my terrible memory... Mark would be the person to ask, really..

> > What liabilities do you envision AFFS incurring that could be limited 
> > under company law anyway?
> 
> Civil liability for defamation, that sort of thing. Again, only likely to
> be an issue in a much larger AFFS.

Indeed. I think, though, at the moment it would be quite hard for us to
tread on those sorts of toes - we just don't speak about people in that
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MJ Ray | 8 Mar 2003 17:47
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Re: What the treasurer did... (early Feb 2003)

Alex Hudson <home <at> alexhudson.com> wrote:
> There was never an idea to form a charity out of AFFS (except maybe in
> the very early stages), I think (from memory) a lot of that wordage was
> to do with any sister charity/charitable trust that we might have setup
> as a means of tax-efficient money funnelling. Of course, this might be
> my terrible memory... Mark would be the person to ask, really..

The reason that the wording about charities is in the constitution is
that it's a minimal edit of an NCVO model document, which makes certain
things easier and hopefully means there are fewer holes in it.  The reason
that I posted about charity status is that it was still the most common
question from new members and I didn't have the exact answer as to why.
If someone knew, why didn't they post it before instead of ridiculing
me now?

My response to the incorrect assertion that AFFS doesn't do much is
probably best not put into words.  Rather, I would say that we're not
being particularly good at communicating with our members, outside of
the small groups who are involved with our initiatives or who meet our
speakers at various events.  That's something that we must improve.
Oh well, at least we are achieving things, even if we need to get better
with comms and marketing.  Anyone who can help, let us know.

MJR
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Jason Clifford | 10 Mar 2003 17:13

Lift offered to/from Expo in b'ham

I have hired a car to go up to the Expo next month (going up evening 
of 14th and returning evening of 16th).

If anyone needs a lift from London (Borehamwood which is on Thameslink) I 
am happy to offer it. 

Jason Clifford
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Marc Eberhard | 10 Mar 2003 20:58
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AGM

On Mon, Mar 10, 2003 at 04:13:45PM +0000, Jason Clifford wrote:
> I have hired a car to go up to the Expo next month (going up evening 
> of 14th and returning evening of 16th).

... that reminds me, that I probably should mention, that we are currently
trying to sort the details for our first AGM for the AFFS. State so far is,
that we thought the 15th is a good day (especially for those staying
overnight in Birmingham for both Expo days). Thanks to Richard, we should
get a room in the NEC after the Expo closes (5pm). We thought combining both
would give more people the opportunity to attend. It looks very good so far
and we hope to finalise things soon. The official written invitations should
also go out soon (we're legally bound to send one to our members in any
case).

The agenda looks pretty simple and standard at the moment. Only legally
necessary stuff, like reports, elections, etc. If anyone has any particular
item, we should put up, please contact MJR or post to this list.

Another (bit sad) point is, that Brian is getting involved in a new large
scale Free Software project and will not have much time anymore for the
foreseeable future. This means, we will have to go on a hunt for at least one
new volunteer... you have been warned!

I think, our constitution says, that members failing to turn up for the AGM
are automatically volunteering to be elected... :-)))

More details soon!

Bye,
Marc
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Andrew Savory | 10 Mar 2003 23:37
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Re: AGM


Hi,

On Mon, 10 Mar 2003, Marc Eberhard wrote:

> The agenda looks pretty simple and standard at the moment. Only legally
> necessary stuff, like reports, elections, etc. If anyone has any particular
> item, we should put up, please contact MJR or post to this list.

Is the agenda publically available, like, say, on the web site? If not,
could it be?

Thanks,

Andrew.

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Marc Eberhard | 11 Mar 2003 09:07
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Re: AGM

On Mon, Mar 10, 2003 at 10:37:08PM +0000, Andrew Savory wrote:
> Is the agenda publically available, like, say, on the web site? If not,
> could it be?

Not at the moment. Mark? It doesn't contain anything really exciting yet,
but, yes, I agree, we should put it on the web.

As far as I remember it looks something like:

1.     Approval of minutes
2.     Report of the Executive Committee
3.     Report of the Annual Accounts
4.     Election of Honorary Officers
5.     Election of Executive Committee
:
:
n - 1. Results of Elections
n.     AOB

Should we put the question of charitable status on the agenda? We have two
options in principal: Either we amend our constitution and drop political
aims or we don't go for that status. Splitting the org into two as a work
around doesn't seem to make much sense at this early stage.

Any other suggestions?

Bye,
Marc
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Alex Hudson | 11 Mar 2003 09:54

Re: AGM

On Tue, Mar 11, 2003 at 08:07:27AM +0000, Marc Eberhard wrote:
> As far as I remember it looks something like:
> 
> 1.     Approval of minutes

Not sure we have any minutes to approve :)

> 2.     Report of the Executive Committee
> 3.     Report of the Annual Accounts
> 4.     Election of Honorary Officers
> 5.     Election of Executive Committee
> :
> :
> n - 1. Results of Elections

^^^ In this space we probably ought to discuss any items people
bring up - specifically campaign related (i.e., one item per
campaign) might make sense?

> n.     AOB
> 
> Should we put the question of charitable status on the agenda? We have two
> options in principal: Either we amend our constitution and drop political
> aims or we don't go for that status. Splitting the org into two as a work
> around doesn't seem to make much sense at this early stage.

I'm tempted to say we don't bother here - I don't think anyone is
seriously suggesting we look at charitable status. It was only ever there
as a kind of option rather than a roadmap.
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