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

[Joseph Wright]

Dear Paul

On 06/10/2021 17:41, Paul Stanley wrote:
> Forgive the interruption. I am now not only dazed but confused.

I am sure you are not the only ordinary member in need of a summary.

> 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.

This is correct. The general nature of the meeting is set by Committee, 
but it will ultimately be down to the Chair to decide on what topics 
fall within this.

> 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".

All correct. I think the Chair may have miscalculated the required 
notice period. I will accept any motions up to 23:59 on 14th October.

> 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.

This is also correct.

> 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*.

This is all true.

> 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.

The Constitution only allows the Committee to follow instructions from 
members if they are consistent with 5(3). That means that the members 
would be best advised to choose outcomes consistent with this clause, 
should they vote on such matters and also for a dissolution motion.

> 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.

As Secretary, it is my role to accept all valid motions which fall 
within scope of the SGM. I will do this to the best of my ability.

> 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.

This area is covered by 11(7). Discussion at the SGM does not require 
any quorum. Voting requires a quorum, which will be at 10 members as our 
membership is currently below 100 (see 11(2)). Clause 11(7) details how 
'attendance' at an electronic meeting is determined.  Essentially, any 
member joining in discussion or voting during the formal SGM business is 
'present'.

Joseph Wright
Secretary