[UK-TUG] Motions for the SGM on dissolution and related matters

[Jonathan Fine]

Hi

Summary: Below is the motion David Saunders has already submitted, and the
draft motions (with one changed) that I've already shared with you. I
briefly state why I intend to submit my motions. Finally, I report on a
discussion David and I had regarding making a donation to TUG. (Briefly,
transferring to the TeX Development Fund is clearly consistent with the
Constitution, and making a General TUG Contribution might not be.)

David Saunders has already submitted the following motion to the SGM.
===
1. That UK-TUG be dissolved, and that its remaining assets be transferred
in accordance with Clause 5(3)(b) of the Constitution in two equal parts to:
(i) TeX Users Group (TUG), and
(ii) Deutschsprachige Anwendervereinigung TeX e.V. (DANTE).
===

This does not entirely meet my needs, as I wish for the SGM to be able to
consider distributing some of UK-TUG's funds to a successor organisation
that has a focus on promoting TeX in the UK. This would, of course, be
conditional on such an organisation being set up soon enough. I also wish
for the SGM to be able if it wishes to defer the decision, for a short
period only, to either the 2021 AGM or to an SGM in 2022.

For these two reasons I intend to submit the following motions to the SGM.
I've already asked Joseph if he believes them to be "valid for
consideration at the SGM". He has told me "Yes, these all fall directly in
the scope and are entirely clear", and kindly gave me permission to quote
his reply.
===
2. If UK-TUG is dissolved then its surplus assets will be distributed in
proportion to the individually expressed wishes of members, taking into
account only those wishes that are consistent with the constitution.
3. That there be an SGM on dissolution in the first quarter of 2022.
4. That UK TUG be dissolved.
===

I've discussed with David about making the donation to TUG. I believe that
he and I agree that a donation to TUG's TeX Development Fund is clearly
consistent with the constitutional obligations regarding distribution of UK
TUG funds, and that a General TUG Contribution might not be.

For clarity, appended are my email to David, and his response to me. I
thank David for giving me permission to share with you his response to my
email.

with kind regards

Jonathan

APPENDIX: Jonathan Fine to David Saunders: 8 October 2021, 12:46pm
===
Hi David

First please let me express my appreciation and thanks for the enormous
contributions, including Constitution and Treasurer, that you've made to UK
TUG. I'd like to think that any differences of opinion between us now arise
not from any fundamentals, but from our no longer having such similar
shared personal goals.

I have a query regarding the motion you so kindly submitted to the SGM. I'm
glad you've done that, it certainly needed to be done. (I'm also grateful
to Paul Stanley, for the clarity and encouragement he provided.)

According to https://tug.org/donate.html, donations to TUG can be made
either to named projects or as a general contribution. If a general
contribution it can be used for any purpose at TUG's discretion, including
overhead.

My query is this. If we provide funds to TUG, does it count as a TUG
donation? And if so what restrictions, if any, do you envision UK TUG
making on the donation? This is a significant question. I will explain why.

According to the 2020 tax return, TUG had a revenue of $102,000 and spent
$64,000 on salaries and employee benefits. Further it spent $25,000 on
provision of TUGBoat and DVDs to members. (All figures rounded, and the
purpose of expenditure simplified.)
http://tug.org/tax-exempt/tax-return.2020/f990-ez-2020.pdf

If UK TUG makes a general donation to TUG there's a significant probability
that most of the funds will be applied to TUG overhead, particularly
salaries and employee benefits. This would reduce the funding applied to
software.

I suggest the best route would be to make a donation to be applied solely
to the TeX Development Fund: https://tug.org/tc/devfund/. What do you think?

I am intending to submit some motions to the SGM, and if you are willing I
would be most pleased if I could solicit your views on them and if possible
cooperate with you to help the SGM understand the issues and come to a
decision.

Once again, thank you for your contributions in years past, and for
submitting your motion.

with best wishes

Jonathan
===

APPENDIX: David Saunders to Jonathan Fine: 8 October 2021, 3:13pm
===
Dear Jonathan

Thanks for your note. The issue you raise is important.

I see from the Constitution that money should be applied "by transfer
to any organisations for purposes the same as or similar to UK-TUG".
It seems to me that this requires an obligation on the
receiving organisation to use any funds we provide for appropriate
purposes, and imposes an obligation on the Committee to ensure that this
happens.

One way would indeed be to make a donation to the TeX Development Fund. (I
don't see a significant distinction between "transfer" and "donate" in this
context, except perhaps that one transfers to an organisation, but donates
to a fund managed by that organisation.) There can be no doubt that such a
donation would accord with the Constitution. I would have no objection if a
proposal to that effect were made at the SGM.

Best wishes

David
===
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://tug.org/pipermail/uktug-announce/attachments/20211009/bdb3f76e/attachment.html>