[UK-TUG] Notice of Special Electronic General Meeting

[Joseph Wright]

On 23/10/2011 19:48, Joseph Wright wrote:
> Attendance of members at the recent AGM was not sufficient to hold a
> formal vote on the motions put to that meeting, and a Special Electronic
> General Meeting (SEGM) is therefore being held to allow voting to take
> place. The Committee has therefore called a SEGM of UK-TUG, to run from
> 28/11/2011 (00:01) to 04/12/2011 (23:59), inclusive.

Dear Member,

As previously notified, the deadline for submission of motions to the 
SEGM was 13/11/11 23:59. I have received four motions for consideration.

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  1) That this meeting approves the accounts for 2010-11.

  2) That the membership fee for 2012 be £10 for all individual
     members (apart from life members), and that there be no
     additional entrance fee.

  3) That the Constitution be amended, replacing 24.2(a) by

       24.2 (a) The committee of UK-TUG  shall prepare in respect of
                each financial year of UK-TUG a statement of accounts
                complying with such requirements as to its form and
                contents as may be prescribed for registered charities by
                the Secretary of State.

     and replacing 24.3 by

       24.3 (a) The statement of accounts for each financial year shall
                be presented to the Annual General Meeting immediately
                following the end of that financial year, together with
                the report of any inspector or auditor appointed under
                24.3(b) below.

       24.3 (b) For a financial year where a statutory requirement for an
                independent examination or full audit of accounts would
                exist under the Charity Act 1993 as amended by the
                Charity Act 2006, were UK-TUG a registered charity, the
                AGM will appoint an inspector or auditor (as
                appropriate) for the following year.

       24.3 (c) For a financial year where no statutory scrutiny of
                accounts is required by clause 24.3(b), the AGM will
                arrange for such degree of inspection of the forthcoming
                accounts as is deemed prudent in the circumstances.

   4) (To be considered only if Motion 3 is approved.) That the committee
      is directed to appoint a scrutineer in accordance with section
      24.3(c) of the constitution.

      The scrutineer’s duties are to receive an additional copy of all
      bank statements of UK-TUG directly from the bank, to sign and date
      those statements on receipt, and to forward to the Secretary an
      electronically scanned copy of each signed statement. The
      scrutineer shall keep the originals for a period of 4 years, and
      shall produce them on being  required to do so by a motion passed
      at an AGM of UK-TUG within a period of 3 years after the close of
      the financial year to which they refer.

      The Secretary shall confirm to the AGM that the signed
      statements have been received from the scrutineer and a statement
      to that effect shall be included in the financial report
      circulated to all members.

      The Treasurer shall include in the annual statement of accounts a
      complete list of the amounts and beneficiaries of all payments
      made during the accounting period.

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*Background to Motions 3 and 4*

UK-TUG is in effect a charitable organisation, though its annual income
is well below the threshold that allows it to apply for registered
charity status. Nevertheless, it seems appropriate that the standards of
accountability and transparency for its finances should be linked to
those required of registered charities.

However, recent changes in charity legislation have significantly
increased the requirements both of full audit, and of the less stringent
requirements of ‘independent examination’ that apply to smaller charities.

These stricter requirements have had the effect of discouraging small
firms of accountants from undertaking charity audit or independent
examination, while those larger firms that offer the service have
increased their fees very significantly.The result is that a medium size
provincial firm of accountants would charge in the region of £1000 to
examine UK-TUG's statement of accounts, even though its total annual
income is under £2000 and it made only some 20 payments in the last
financial year.

The situation is mitigated by the fact that at present there are no
statutory obligations for a charity to have its statement of accounts
independently scrutinised until its annual income reaches £25,000. It
would be possible to try to find someone (such as a treasurer of small
charity) who is familiar with charity accounts, but who is not a
professionally qualified accountant, to undertake an independent
examination for a lower fee than the professional levels currently being
charged. Unfortunately, it is not always easy to find such people, and
it is far from clear what additional safeguard is conferred unless the
person appointed is well known to at least a number of the members of
UK-TUG.

An alternative suggestion is to enable all members of UK-TUG to carry
out what would be in effect their own independent examination if they so
wished. By including with the accounts full details of each payment made
– perfectly feasible in view of the small number of such payments – a
high level of transparency can be achieved. One remaining issue would be
whether the assets (bank balances) actually existed; this can be
assured, at least to the same degree that would be established by full
audit, by asking the bank to send statements direct to an elected
scrutineer, who would certify to the membership that the balances were
in accordance with the statements of accounts.

This proposal, if adopted, would provide a model for effective scrutiny
of the accounts of a small organisation like UK-TUG whose business is
conducted largely via the internet, and would be inexpensive. Any
alternative is likely to be less satisfactory or much more costly, or
both, and so would require very careful consideration by members.

As phrased, the Motion 3 allows this flexibility while also covering any 
future rise in the income of UK-TUG. Motion 4 enables a practical 
implementation which can be altered without constitutional change.

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An e-mail will be sent to the 'announce' list the day before the SEGM
starts. This will include a voting form for the motions to be
considered. Please note that the SEGM does not start for another 14 
days, as required by the constitution.

Joseph Wright
UK-TUG Secretary