2016 May Directors' Elections

Latest revision as of 12:12, 13 June 2016

This page describes the election of 5 Directors of Oxford Hackspace Ltd during May/June 2016.

It gives the dates and times, who is eligible to vote, how to nominate and how to be a candidate, and what information must be given by the candidate. It also describes a little about the current company and association legal structure.

[edit] Election Dates

• Nominations for Directors will formally commence at 8:45am the morning of Thursday 2nd June.
  (A little over 48 hours after sending the notice email for company law reasons).

• Nominations for Directors will close at midnight at the end of Saturday 11th June.

• Those standing for Directorship will be announced on Sunday 12th June (and final system checks will take place).

• All being well*, voting will start at 8am on Monday 13th June.

• Voting will close at 9pm the night of Sunday 26th June.

• The results will be presented as soon as practical thereafter.

Update: Well we did hit a snag and voting will open a little later but still on Monday 13th June.

[edit] Who Is Being Elected

• On this occasion, there will be 5 director positions open to election (or re-election).

• All 5 director positions are being elected. Nobody is automatically staying on.

• The top 5 candidates elected (to fill 5 positions) will be appointed to be directors of Oxford Hackspace Ltd by the previous directors (LH and JL). If either or both of LH or JL have stood and also won a place, they will be included in the 5 positions and their positions renewed, and if not, they will step down at this point. All in all we will finish with 5 directors.

In the event a candidate drops out during the election, or cannot be or remain a director for any reason, including rejection shortly afterwards by the authorities or the banks (they do a credit check), their place will be vacant and whether to fill it with someone else will be at the discretion of the new directors. This situation has occured at other hackspaces.

[edit] The Election

• Directors will be elected using a Meek STV voting method and an anonymised ballot, conducted electronically.

• Members won't have to come to the space to vote as it's online.

• Ballots will be anonymised: Which votes are cast by each individual will not be known to anyone at Oxford Hackspace.

• The voting service we will use is OpaVote, unless problems are encountered. Anonymised data for calculating the result will be available for members to check the result calculation if they wish, but we are reliant on the online service's reputation to record the votes correctly as we cannot check this.

• Make sure the email you provided to Oxford Hackspace accounts is working.
  When a mail is sent out announcing the final list of candidates on Sunday June 12th, anyone whose mail bounces will be excluded from the vote.
  If you received an announcement about this election sent to all-members@oxhack.org, your mail was good at the time. If you didn't you may wish to contact accounts@oxhack.org to get your email address updated.

[edit] Who Can Vote?

• Every individual person who is a paid-up member of Oxford Hackspace at the start of the nomination period (on 2nd June) is eligible to vote.
  This includes personal and business members.

• Those paying by bank standing order don't need to worry about timings as their membership is deemed to continue between payments even if they are a bit late.

• If someone's membership expired within the preceding 1 month, and they renew and payment is received before the end of the nomination period, their previous membership will extend and they will be eligible to vote.

• If someone had already asked for information to join before nominations started but hadn't received it in time, provided their first membership payment is received before the end of the nomination period they will join and be eligible to vote. (In case of dispute the directors will have final say on eligibility.)

[edit] Who Can Nominate Someone to Run?

Nominators must:

• Be a paid-up member eligible to vote in this election, where eligibility is according to the criteria given above.

• Sign or email a declaration stating their intention to propose the appointment of the nominee as a Director.

One person can can both nominate others and also run themselves to be Director. One person can also nominate multiple nominees.

For details of what to send, please see the section below titled "Giving Notice of a Candidate's Nomination".

Update: With apologies for having not stating this explicitly. A person may not nominate themselves. Thank you to the very first person to submit a nomination for trying this out. The reason is implicit in the existence of nominators: Nominators serve no purpose at all if candidates can simply nominate themselves.

[edit] Who Can Run?

Nominees must:

• Be an individual person and not an organization.

• Be a paid-up member eligible to vote in this election, where eligibility is according to the criteria given above.

• Be nominated by at least one other member eligible to vote in this election.

• Sign or email a declaration stating their willingness to by appointed as a Director.

• Provide all the personal information that, if they were to be appointed Director, the Company would have to file at Companies House. The personal information must be provided during the nomination period, i.e. before voting, not after.

• Not be disqualified by law from being a Company Director.
  (Usually a person will know if this applies to them, for example if they have been Director of a bankrupted company too many times.)

Nominees are advised to be aware that Directorship comes with legal obligations, called Directors' Duties. They are also strongly advised to become familiar with the Partnership Agreement (with the building owner and our major sponsor, Science Oxford), the responsibilities of Directors in this organisation, and its current and future legal structure.

For details of what to send, please see the section below titled "Giving Notice of a Candidate's Nomination". The declaration and personal information will form part of the Company Records.

[edit] Giving Notice of a Candidate's Nomination

A notice of nomination has three parts:

1. The nominator must state their intention to propose the appointment of the nominee as a Director.
2. The nominee must state their willingness to be appointed as a Director.
3. The nominee must provide a number of items of personal information about themselves. This must be given during the nomination period, i.e. before voting not after.

The personal information is that which, if the nominee is appointed Director, will be filed at Companies House. The information required is listed in the next section. If they are appointed Director, most of the information will become public and available on numerous websites.

The parts individually or in combination should be submitted:

• By email to directors@oxhack.org, which must be received before the nomination period ends. The directors reserve the right to verify the identity of the email sender and/or confirm with them.
• On paper, signed by the relevant person(s), and then given in person to one of the current directors (LH or JL) clearly indicating to them what it is and getting a signed receipt, before the nomination period ends.
• On paper, signed as above and placed in the mailbox marked "OXHACK" in the reception area of the OCFI building. The mailbox will be checked periodically and at the end of the nomination period. You are advised to place it in sealed envelope which is marked "To the directors at Oxford Hackspace", because otherwise there is a risk of unmarked paper going missing or personal details being read by other people.
• On paper, signed as above, posted to "The directors, Oxford Hackspace" at Oxford Hackspace's postal address so long as it is received by Friday 10th June. The reason for the date is this is the last day when OCFI reception will sort incoming mail. This method is not advised because of the risk of postal delays.

Nominator and nominee may send their parts together or separately from each other.
A combined paper notice will need to be signed by both parties. A combined email will need to be sent by each party; a reply quoting the other's message will be sufficient.

The nominee can send their personal information separately from the notice of willingness if they wish it to be seen by fewer people.

If there is a minor problem with a nomination, the directors will attempt to rectify it. This can be done after end of nominations if need be (in the spare day), and the directors have discretion to allow a nominee to run in any case.

[edit] Personal Information Each Candidate Must Provide

As per section 163 of the Companies Act, any company Director needs to provide:

1. name (forename and surname)
2. all former names (with some exceptions; see subsections 163.3 and 163.4 for what does and doesn't qualify)
3. country of residence
4. nationality
5. business occupation (may be left blank)
6. date of birth
7. service address, ie. address to which company correspondence should be served (this may be left as "The company's registered office")

If you leave the service address blank, we will set it to "The company's registered office" and this is recommended for all Directors as it allows your personal address to remain private.

Also per section 165 of the Companies Act any company director must provide:

8. usual residential address (this cannot be "The company's registered office")

The usual residential address must be your actual address. It does not go on public record, but will be sent to Companies House, who may share it with various regulated authorities, including credit reference agencies.

Update: With apologies for not having made this clear. If you will be changing residence soon, in addition to your current address, please include the address you anticipate having when we will be filing at Companies House on or shortly after 27th June.

Also say if you have or are applying for a

9. section 243 exemption (What is Section 243 Exemption?)

If you stand and are elected, everything up to item 7 above will be publicly viewable on numerous websites, eg. Companies House.

Until 10th October 2015 every director had to provide additional personal details (eye colour, part of passport number, etc.) called the "Consent to Act", which was evidence of a Director agreeing to be bound by their legal duties and obligations. However since that date, "Consent to Act" has been replaced and instead Companies House will write to each new Director individually with an information pack about their duties and obligations.

All of the personal information will become part of the Company Record for at least 10 years, whether you are appointed or not. However as it is information covered under the Data Protection Act it will be guarded accordingly.

[edit] Some Information About Legal Structure

We know there is a gap in good written information about the current status.

This isn't the place to go into it. However, for the avoidance of doubt:

• The unincorporated body known as Oxford Hackspace still exists, and is responsible for some activities of the space currently, and considerable finance. It is due to transfer and dissolve, but this was delayed, originally on professional advice at the time of the move. With a few exceptions, the majority of people are formally members of this.

• The company Oxford Hackspace Ltd, a non-profit, runs all business activities and anything involving grants from The Oxford Trust. Its company members are just its directors. Members of Oxford Hackspace will be transferred to this company eventually, at a time that is intentionally decoupled from elections.

• This unofficial election is conducted outside the scope of the constitutions of either entity. Nonetheless all the people who have a stake in Oxford Hackspace (the whole combination) will make their collective decision, then the current directors have agreed in advance to appoint whomever is chosen as directors of the company.

• The election will not formally affect the unincorporated body, but of course de facto management will follow the lead of new directors.

• The elections are taking place on a schedule closely matching the proposed company articles, and in compliance with company law regarding notices. This is to ensure the result has the greatest legitimacy as a collective decision, should any questions arise in future for tax, liability or any other reason.