[UK-TUG] No 'surplus funds' motions to the SGM

[Paul Stanley]

Forgive the interruption. I am now not only dazed but confused.

As I understand it:

1. The Committee intends to hold a Special General Meeting between 29 
October and 5 November. Notice of that meeting was duly given by Jay 
Hammond by email to this list dated 30 September. The business to be 
transacted at the meeting is to consider the dissolution of UK-TUG.

2. Under the constitution any member may give written notice of a motion 
to be considered at that meeting by giving written notice to the 
Secretary at least 14 days before the meeting. By my reckoning that is 
14 October, though the email giving notice of the meeting said, I think 
wrongly but it may not matter, 10 October, perhaps treating "day" as 
"business day". Although the committee is of course free to decide what 
motions *it* wishes to propose to the SGM, the SGM is as its name 
suggests a General Meeting, and any member may propose a motion at least 
so long as it is relevant to the business to be discussed. I should not 
wish to be tasked with persuading any objective third party that (as 
appears to be suggested in Jay Hammond's email of today timed at 15:28) 
there will not be time for discussion of more than one motion in the 
course of a 7 *day* long meeting. Whether a motion is in order or not 
would in any event be for the Chair not the Committee; and if the 
suggestion being made is that the Committee may simply rule out of order 
any such motion and thereby preclude any direction being given pursuant 
to clause 5 (4), I would respectfully doubt that that is permissible.

3. Under the constitution, there are in effect two options for 
dissolution: (A) the members can simply vote to dissolve, in which case 
it is the responsibility of the Committee to wind up the organisation 
and apply any surplus in accordance with clause 5 (3). Alternatively, 
(B) the members may before or at the time of passing the resolution to 
dissolve direct the Committee members how to apply the surplus. They 
cannot do so thereafter.

4. It follows that a motion to dissolve, with nothing more said and 
whether one adds words such as "fortwith", "immediately" or "with all 
deliberate speed", is perfectly effective. It is then for the Committee 
to wind up the organisation and apply the surplus in accordance with 
clause 5 (3). No more is *required*.

5. Alternatively, it is open to the members to direct how the property 
be applied, which must be done by a motion passed either before or at 
the same time as the motion to dissolve: clause 5 (4). As I read the 
constitution there is not any requirement that the direction should be 
to apply the surplus to TeX-related purposes or organisations (the 
relevant rule simply says "specifying the manner in which the Committee 
are to apply the remaining property or assets" and it is not, as far as 
I can see a charity), though I would prefer to see the surplus so 
applied, as I imagine most would; so the point is probably moot. 
Contrary to views expressed here, however, I do not believe that there 
is any need for, or justification for, the Committee to decide whether 
the direction of the members under clause 5 (4) would comply with clause 
5 (3): they are quite different matters. But if the members were to 
direct transfer to, say TUG and Dante, there would be no room for 
argument anyway.

6. For my part I would prefer such a motion to be passed so that all 
members of the committee can have clear direction about how to apply the 
surplus because if the discussion on this list shows anything, it is 
that the committee is not of one mind; but I would wish it to be as 
simple as possible to apply. I believe that David Saunders suggested 
just such a motion on this list on 3 October at 20:23. I would encourage 
him to submit that motion formally to the secretary by the due date, 
lest there be any suggestion that his suggestion here does not amount to 
a proposal. And if he doesn't want to do it, I will. In so far as the 
Committee is declaring a fixed intention to prevent such a motion (or 
any other similar one) being discussed, on grounds of purported lack of 
time to do so, and thereby prevent clause 5 (4) being operated even if 
that is the wish of the majority of members, I would encourage them to 
think hard about the defensibility of that position.

7. Any motion passed at the SGM will require the votes (positive, 
negative, abstaining, or impliedly abstaining by participating in the 
discussion and not voting) of 10 percent of the membership, or 10 
members, whichever is greater. Tedious as this is, so even the most 
passive members should register at least an abstention during the 
meeting period, if this long correspondence is to be brought to an end.


On 06/10/2021 16:16, Jonathan Fine wrote:
> Hi Joseph
>
> Jay's email has started this thread. I ask for advice regarding the 
> constitution.
>
> You have in the past given the Committee (and perhaps membership) 
> advice on the Constitution and related questions of process. Thank you 
> very much for this. I'd be most grateful if you could similarly advise 
> us on the actions Jay described, particularly regarding submission of 
> general meeting motions.
>
> All: I suggest we defer further discussion of Jay's email until Joseph 
> has had appropriate time to respond to this request for advice.
>
> with kind regards
>
> Jonathan

-- 

Paul Stanley