[UK-TUG] Draft motions for dissolution special general meeting (SGM)

[Keiran Harcombe]

Dear Jay,

Firstly, the committee should take action to ensure ALL members of UK
TUG have had an opportunity to express opinions on where the funds go.
Distributing funds to other organisations is no trivial matter. In this
respect, a meeting dissolving the group should not be held through a
public forum like this where the group are unable to confirm individuals
membership to UK TUG. This issue came up at TUG 2021 where, the
chairperson of the meeting was unable to verify membership status of
participants.

I would also bring up that UK TUG has NOT had a AGM in the year 2021,
meaning the current committee is breaching it's own constitution. I
would encourage the committee to hold an AGM as soon as possible.

If dissolving the group is necessary, the committee, should take note
that if possible, to avoid providing funds to projects where committee
members have a personal interest. This has been the case through motions
proposed by the committee over the last 12-18 months.

This includes the following:
LearnLaTeX (Joseph Wright) - <£6000
Rpi 64 bit TeX builds (Payment made to Simon Dales, a committee member)
- £200

I would urge the committee to release comprehensive financial reports to
show where funds have been paid out and for what reason. Something that
should have been released to the membership during an AGM. If such
records can't be provided or justified, then doubt should be cast on the
committee due to the amount UK TUG currently holds.

I would appreciate others views on this if possible.

Kind Regards,
Keiran Harcombe
 

On October 3, 2021, Jay Hammond <jay at jjnr.uk> wrote:
> I hope that JF's draft dissolution motion is rejected or at a minimum,
> redrafted.
>
> It's not acceptable as it stands.
>  
>
> What effort must the committee go to to gather opinions?
>
> What is the interpretation if only some members express an opinion?
>
> What is the interpretation if  some members express an unimplementable
> opinion
>
> Unimplementable might need explaining:
>
>
>  
>
> Dissolution binds the committee to obey sub-clause 3 whatever the
> motion passed by members to direct the application of surplus funds.
>
> here's subclause 3 again:
>
> The Committee must apply any remaining property or money:
>  (a) directly for the Objects;
>  (b) by transfer to any organisations for purposes the same as or
> similar to UK-TUG.
>
> Members expressed wishes will only be implementable if they conform. 
>
>  Does the recipient have  purposes (Aims, Objects) the same as or
> similar to UK-TUG. Is the transfer acceptable to the recipient? 
>
>
>
> The committee, in carrying out dissolution,  will have to establish
> whether it is feasible  and permissible to transfer funds as directed
> by the members.
>
> jay
>
> ---------------
>
>
>
>
>  
>
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>  
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>
>  
>
> On 03/10/2021 15:44, Jonathan Fine wrote:
>
> > Hi all
> >
> >
> > SUMMARY: I respond here to one aspect of Nicola Talbot's thoughtful
> > and helpful email, namely whether my draft dissolution motion (1) is
> > consistent with the constitution. I argue that it is. I hope the
> > discussion here helps us understand the constitution better. (It
> > certainly helped me.)
> >
> >
> > Nicola Talbot wrote:
> > > It makes sense to approach possible recipients before dissolution.
> > > It can't be done afterwards as the motion to dissolve must
> > > definitively state where the funds will go.
> >
> >
> >
> >
> > I agree that it's preferable if possible to approach possible
> > recipients before dissolution. However, we now have only 9 days
> > before the deadline for motions. I don't regard it as mandatory.
> >
> >
> > I don't agree with the interpretation of the constitution in
> > Nicola's second sentence. The relevant clause in the constitution
> > is:
> >
> >
> > 4. The members may pass a resolution before or at the same time as
> > the resolution to dissolve UK-TUG specifying the MANNER [my
> > emphasis] in which the Committee are to apply the remaining property
> > or assets of UK-TUG and the Committee must comply with the
> > resolution if it is consistent with sub-clause 3 of this clause.
> >
> >
> >
> > My draft motion (1) is: That UK-TUG's surplus assets be distributed
> > in proportion to the individually expressed wishes of members
> > (subject to these wishes promoting the objects of UK-TUG).
> >
> >
> > The constitution allows the general meeting to pass a resolution
> > regarding the MANNER in which the committee is to apply the surplus
> > funds. I say that "distribution in proportion to the individually
> > expressed wishes of members" is a MANNER of applying surplus funds.
> > If so, then surely that settles that the motion is consistent with
> > the constitution.
> >
> >
> > This statement might help. First-past-the-post and single-
> > transferable-vote are different MANNERs of electing a representative
> > in a single seat constituency.
> >
> >
> > By the way, the constitution allows the general meeting to pass a
> > bare dissolution resolution, without first passing a MANNER
> > resolution. In that case the committee gets to choose, subject to
> > sub-clause 3. So perhaps Nicola's reasoning is based on a
> > misapprehension.
> >
> >
> > By the way, sub-clause 3 reads:
> >
> >
> > The Committee must apply any remaining property or money:
> >  (a) directly for the Objects;
> >  (b) by transfer to any organisations for purposes the same as or
> > similar to UK-TUG.
> >
> >
> >
> > One final comment. After bare and no-manner dissolution resolution,
> > the committee if it wished COULD idistribute according to
> > individually expressed wishes. The only change made by also passing
> > my draft resolution (1) is that the committee MUST distribute the
> > surplus according to individually expressed wishes.
> >
> >
> > I hope this helps. I find the language precise once understood
> > (which might take some effort).
> >
> >
> > with kind regards
> >
> >
> > Jonathan
> >
> >
> >
> >
> >
> >
> >
> >
> >
> >
>
> -- Email use jay at jjnr.uk <mailto:jay at jjnr.uk>
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