2017 June Directors' Elections

Latest revision as of 01:54, 26 June 2017

This page describes the election of 1 new Director of Oxford Hackspace Ltd during June/July 2017.

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 legal structure.

[edit] Election Dates

• Nominations for Director will formally commence at 6pm on Monday, 26th June.
  (A little over 48 hours after sending the notice email for company law reasons).

• Nominations for Director will close at midnight at the end of Friday, July 7th.

• Those standing for Directorship will be announced on Saturday, July 8th (and final system checks will take place).

• All being well, voting will start on the morning of Sunday, July 9th.

• Voting will close at 9pm the evening of Monday, July 24th.

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

[edit] Who Is Being Elected

• On this occasion, there will be 1 director position open to election (or re-election).

• The current directors are Lauren Hutchinson, Glyn Kennington, Jenny List, and Jamie Lokier. One director is standing down on this occasion. The person who will stand down is Jenny List.

• For the sake of clarity: This is an "annual election" whereby one third of the directors (rounded to the nearest) stand down by rotation and are replaced by election.

• The top candidate elected will be appointed (or re-appointed) to be a director of Oxford Hackspace Ltd.

• All in all we will finish with 4 directors.

The current directors have decided that 4 is the most effective number for present circumstances. This does not rule out changing the number of directors in future.

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 other directors. This situation has occured at other hackspaces.

[edit] The Election

• The director 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 announcing the final list of candidates on Saturday, July 8th, anyone whose mail bounces then will be excluded from the vote.
  (The initial notice will tell us which emails bounce because they are out of date. If that happens we will try to contact those people to get a new address. If you received notice of 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 and check if you are eligible to vote.)

[edit] Who Can Vote?

• Every individual person who is a paid-up member of Oxford Hackspace at the time notice is sent (on 24th June) is eligible to vote.
  This includes personal and business members.

• Those paying by bank standing order or commercial invoice 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 we have received payment before the end of the nomination period, their previous membership will extend and they will be eligible to vote. (Please note that some payment methods take unpredictable time to be received. If you want to be sure of receiving voting credentials, either pay cash to the treasurer, or we will accept evidence of a sent payment.)

• 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.)

If you received the official notice email (sent privately to each member), it is probable that you meet the criteria and are eligible to vote in this election.

[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".

Please note: A person may not nominate themselves. (Thank you to the very first person to submit a nomination last year for trying this out.) The reason is implied by the existence of nominators, as they serve no purpose 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.)

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] Directors' Duties and Responsibilities

Nominees are advised to be aware that Directorship comes with legal obligations, called Directors' Duties. Directors do not merely sit around deciding what other people should do. They are obliged to ensure the company is administered and its legal obligations are met, to operate for the benefit of the company, to do so cohesively with the other Directors, to refrain from actions against the company, and to avoid some types of conflict of interest.

[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 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 a 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 Thursday 6th July. The reason for the date is this is the last full day we can guarantee OCFI reception will receive and 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 email will need to be sent by each party separately to confirm; a reply quoting the other's message will be sufficient. A combined paper notice will need to be signed by both parties.

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. If you will be moving soon, in addition to your current address, please include the address you anticipate having after the election, for filing at Companies House after 25th July.

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 may 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] About Former Names of Transgender Persons

• Transgender persons don't have to provide their pre-transition name(s).

• Any name changes post-transition (such as for marriage) are still required as usual.

• We don't need to know if this applies to you, and we won't ask.

Being a diverse community we have several transgender persons, and we were asked to clarify this point. In response to a detailed enquiry we have the following written response from Companies House: "Our request for former names, usually applies to a change in name by marriage. This would not apply to someone who has undergone gender re-assignment and is becoming a new director." They did not mention requiring a gender recognition certificate (Gender Recognition Act 2004), so we believe this applies with or without one.

[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 company Oxford Hackspace Ltd, a non-profit, runs all business activities, anything involving grants from The Oxford Trust, and most other finance. Its formal company members are just its directors.

• The unincorporated body known as Oxford Hackspace still exists, but now it acts effectively as an agent for the company. The majority of people are formally members of this. Members of Oxford Hackspace will be transferred to the company eventually, at a time that is intentionally decoupled from elections, as it must coincide with other changes that require some documents to be professionally drafted. This is treated as an administrative matter as the principle has been formally agreed.

• There is an established trust relationship linking the organisations. This is the basis for an "unofficial election".

• 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 company directors have agreed in advance to appoint whomever is chosen as a new director.

• 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.