[UK-TUG] Jay has "no intention [...] to weaken the accountability of the committee"

[Jay Hammond]

Dear Members of UKTUG for the 2021 membership year

I speak to this group as "you" for ease of reference.

I think we can be agreed on the positive description above. Technically, 
this list reaches just this set of people.

Jonathan Fine has been in correspondence with me about whether UKTUG is 
at present an organisation with members, the obligations of the 
committee to the members of UKTUG, - and possibly others, and the extent 
to which the constitution is still  in full force.

I do not accept any of what Jonathan has to say below, not even that his 
characterisation of my statements to him is  presented fairly.

I can present my approach to you.  If you feel justification is 
required, you'll have to let me know.

Before I put my approach to you, I'd like to pick up on a piece of the 
conversation I had with Jonathan. It'll inform you and motivate you to 
read on.

Those of you who who know me better, understand that I like to guide the 
committee by steering it to a consensus.  I don't know which way to go 
on a particular issue; how much information would 'members of UKTUG for 
the 2021 membership year' like to have about the dissolution process, 
and what would it be reasonable to provide.  I hope those two will turn 
out to be the same thing.

I've spent about 7 hours work corresponding on this with one member, JF. 
It's very inefficient. So I'm going to stop. Instead, I'd be grateful if 
you'd discuss the issue amongst yourselves and offer me some guidance. 
Or keep quiet, and say you don't much care.   I shall take you as a body 
seriously.  If one member wants me to take actions, I shall of course 
listen, but do not promise in advance to take those actions. I will not 
go down highways and by-ways of Socratic questioning and obscure 
requests from a single member.


That's not very formal or accommodating to Jonathan Fine. Why not?

because I do not read the situation we are in, the way he does.

UKTUG went into Dissolution in 2021. The then members *entrusted* the 
then committee with executing the dissolution, and disposing of residual 
funds, as described in two motions at an SGM. Thereafter  UKTUG became 
different.  Part 1 section 5 of the constitution came into force and 
other parts of the constitution became inapplicable.  The committee 
refers to this as UKTUG in dissolution.  It's still called UKTUG, it's 
still managed by the committee, but it's very different nevertheless.

My understanding of the bye-laws, past practice, and the constitution 
leads me to believe that renewal of membership is required annually, 
that it can be done by members with the approval of the committee (who 
may delegate that task), or renewal can be done by the committee 
(optionally in delegation). There have been no applications for new 
membership 2022. The committee would have rejected them.

Membership years run Jan 1st to December 31st.  No-one  renewed for 
2022.  In fact, I'm pretty sure that no-one even tried to renew.  It is 
my view that UKTUG has no members in 2022.  The committee still serves 
UKTUG, but they are not in membership.

You did trust the committee to handle the dissolution.  Whose money is 
the UKTUG bank account?  Not the committee's, although they are the only 
ones who can dispose of it.  Not the members, (they are not allowed to 
have the money even if UKTUG dissolves). Who then? I think the money is 
being handled as a trust would be: the committee has taken on the 
obligation to only dispose of it in the ways specified by the two  
relevant SGM motions.  As yet, the committee is not unanimous on this 
interpretation.

And is the committee required to report to anyone?  I think not. The 
committee might have had an obligation to report to members. That's 
arguable, but I am not yet convinced. The committee does not have an 
obligation to report to non-members.  I do think the committee as the 
trustees of UKTUG assets has a moral obligation to report to you. We 
would hope to use UKTUG announce to let you know that the assets had 
been collected in, outstanding obligations had been met. I do not 
anticipate that the committee will further the aims of UKTUG beyond 
that, but it would be something to report if we had.   Shortly after 
that there would be a short statement that the 2 donations had been made 
and that dissolution was complete.   At which point I think the 
constitution would be irrelevant. (unless HMRC say different). I'd like 
you to express your views on this as a body, not with individual responses.

For now, Joseph has clearly characterised the progress we have and have 
not made. There is not much more to say at present.

Outstanding issues for the committee include a grant, Intellectual 
property rights and obligations, "data retention" including the timely 
disposal of personal information, and reporting obligations to HMRC, tax 
obligations (which are  not yet agreed with HMRC). These issues all 
impact on the value of the residual assets. We are not in a position to 
say yet definitively what the residual assets amount to. So not yet  in 
a position to make the required donations.

Jay Hammond



On 05/02/2022 17:15, Jonathan Fine wrote:
> Hi
>
> The background to this is that 3 months ago a special general meeting 
> decided that UK TUG should be dissolved, with its surplus assets 
> divided equally between TUG and DANTE. Our accounts state that the net 
> assets at 31 July 2021 were £8667. We've not yet been informed of any 
> of our funds being donated to TUG and DANTE.
>
> On Thursday 20 January I wrote to this list: Where are we regarding 
> the dissolution of UK TUG?

JH progress, but it is slow.


>
> Later that day, Jay Hammond replied (in part): The UK TUG dissolution 
> committee has no obligation to report to ex-members on its activities.
>
> This was followed by a discussion between myself and Jay, also 
> involving Joseph Wright. Much of this discussion was off-list.
>
> On Tuesday 1 February Jay wrote (off-list): I have no intention of 
> trying to weaken the accountability of the committee [...] as provided 
> by the constitution.
>
> I welcome this clarification of Jay's attitude towards the reporting 
> obligations and accountability of the committee. (I hope Jay accepts 
> my quotation as giving a fair and accurate summary of his statement, 
> even though "as provided by the constitution" comes from an earlier 
> part of his message.)
>
> The constitution provides (clauses 20 and 23)
> a) committee decisions are to be made by voting
> b) these votes must be minuted
> c) along with the matter being decided
> d) and which committee members voted on the matter
> e) and "these minutes must be made available by the committee to any 
> member upon request"
> and further it is custom and practice for electronic committee meeting 
> that the voting take place on 
> https://tug.org/pipermail/uktug-committee-motions/, which is a 
> publicly viewable list.
>
> The people that Jay describes as ex-members are the people who were 
> members at the special general meeting last October.  I prefer to 
> describe these people as members of UK TUG.
>
> I've be most grateful if we could soon be informed, either as members 
> or as ex-members, as to donations made of UK TUG funds to TUG and 
> DANTE. I've started a new thread for this purpose.
>
> wishing you happy TeXing
>
> Jonathan
>
>
-- 
Email usejay at jjnr.uk
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