<html>
<head>
<meta http-equiv="Content-Type" content="text/html; charset=UTF-8">
</head>
<body>
<p>Dear Members of UKTUG for the 2021 membership year</p>
<p>I speak to this group as "you" for ease of reference.<br>
</p>
<p>I think we can be agreed on the positive description above.
Technically, this list reaches just this set of people.</p>
<p>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.</p>
<p>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.</p>
<p>I can present my approach to you. If you feel justification is
required, you'll have to let me know.</p>
<p>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.</p>
<p>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.</p>
<p>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. <br>
</p>
<p><br>
</p>
<p>That's not very formal or accommodating to Jonathan Fine. Why
not?</p>
<p>because I do not read the situation we are in, the way he does.
<br>
</p>
<p>UKTUG went into Dissolution in 2021. The then members <b>entrusted</b>
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.</p>
<p>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.<br>
</p>
<p> 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.</p>
<p>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. <br>
</p>
<p>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.</p>
<p>For now, Joseph has clearly characterised the progress we have
and have not made. There is not much more to say at present.</p>
<p>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. <br>
</p>
<div class="moz-cite-prefix">Jay Hammond</div>
<div class="moz-cite-prefix"><br>
</div>
<div class="moz-cite-prefix"><br>
</div>
<div class="moz-cite-prefix"><br>
</div>
<div class="moz-cite-prefix">On 05/02/2022 17:15, Jonathan Fine
wrote:<br>
</div>
<blockquote type="cite"
cite="mid:CALD=Yf8ZgQLWYWQ1NBn3CgX41YJNngzdZdV+6P0kC1FyqGYLDw@mail.gmail.com">
<meta http-equiv="content-type" content="text/html; charset=UTF-8">
<div dir="ltr">Hi
<div><br>
</div>
<div>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.<br>
<div><br>
</div>
<div>On Thursday 20 January I wrote to this list: Where are we
regarding the dissolution of UK TUG?</div>
</div>
</div>
</blockquote>
<p>JH progress, but it is slow.</p>
<p><br>
</p>
<blockquote type="cite"
cite="mid:CALD=Yf8ZgQLWYWQ1NBn3CgX41YJNngzdZdV+6P0kC1FyqGYLDw@mail.gmail.com">
<div dir="ltr">
<div>
<div><br>
</div>
<div>Later that day, Jay Hammond replied (in part): The UK TUG
dissolution committee has no obligation to report to
ex-members on its activities.</div>
<div><br>
</div>
<div>This was followed by a discussion between myself and Jay,
also involving Joseph Wright. Much of this discussion was
off-list.</div>
<div><br>
</div>
<div>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.</div>
<div><br>
</div>
<div>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.)</div>
<div><br>
</div>
<div>The constitution provides (clauses 20 and 23)</div>
<div>a) committee decisions are to be made by voting</div>
<div>b) these votes must be minuted</div>
<div>c) along with the matter being decided</div>
<div>d) and which committee members voted on the matter</div>
<div>e) and "these minutes must be made available by the
committee to any member upon request"<br>
</div>
<div>and further it is custom and practice for electronic
committee meeting that the voting take place on <a
href="https://tug.org/pipermail/uktug-committee-motions/"
moz-do-not-send="true" class="moz-txt-link-freetext">https://tug.org/pipermail/uktug-committee-motions/</a>,
which is a publicly viewable list.</div>
<div><br>
</div>
<div>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.</div>
<div><br>
</div>
<div>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.</div>
<div><br>
</div>
<div>wishing you happy TeXing</div>
<div><br>
</div>
<div>Jonathan</div>
<div><br>
</div>
<div><br>
</div>
</div>
</div>
</blockquote>
<pre class="moz-signature" cols="72">--
Email use <a class="moz-txt-link-abbreviated" href="mailto:jay@jjnr.uk">jay@jjnr.uk</a></pre>
</body>
</html>