Organisation

Directors

Current Directors

Jonty Wareing (jontyw), appointed 2009-02-02
Russ Garrett (russss), re-appointed 2010-07-27
Charles Yarnold (solexious), appointed 2010-07-27
Robert Leverington (roberthl), appointed 2010-07-27
Andy "Bob" Brockhurst (b3cft), appointed 2010-07-27
Alex Smith (Alex), appointed 2010-07-27

Directors' Responsibilities

All UK companies must have have a board of directors, but directorship of the Hackspace Foundation is primarily a symbolic role. We want directors to simply make sure that the company is doing what its members want.

However, there are a couple of cases where directors are personally liable for the company's actions or debts. The most relevant cases are:

Trading while insolvent: if the company takes credit while unable to pay its existing creditors.
Trading outside of the objects of the company: if the company trades outside its objects, as specified in the constitution ("To promote and support science, engineering, and art.")
Liability for injury to members/public due to the company neglecting its duty of care.

New Articles (2010)

Articles of Association represent the majority of a company's constitution under UK law. Currently, the Hackspace Foundation is operating under the model Articles of Association provided when we registered.

We want to author a new document which better reflects our structure as a "virtual organization". Ideally this should be usable by other hacker spaces in the UK who want to take on the same model. We are doing this in conjunction with the nice people at One Click Orgs. Since our organization is very similar to the type of organization OCO will be forming for other groups in the future, we can hopefully be a good case study.

In terms of timeline, we'd like to have the new Articles ready to endorse at our first (and hopefully only) AGM, which must be held before the 2nd of August 2010 (I think. We need to check.)

A note on governance

There are two paths an organization like us can go down for the purposes of decision-making: either the decisions are ultimately made by the board, or they are ultimately made through consensus of all the members. Hacker spaces around the world are roughly split between these two mechanisms of governance. Noisebridge is a successful example of consensus governance.

We have decided to go for a board governance mechanism. Primarily this is because we want to make it as easy to become a member as possible (because we need peoples' money and involvement). A consensus governance mechanism would make it very easy for new members to influence the organization quickly, in potentially undesirable ways. Noisebridge handles this by having a 2-month probation/approval process for new members. We don't want this yet.

We also feel that, at this early stage, it's probably not in the best interest of the space to spend a lot of time getting consensus decisions.

Proposed Changes

Here's a list of the changes we're planning to make to the Articles:

Make any simplifications possible since the Companies Act 2006 has been passed (merge Articles and Memorandum?)
Board meetings are held electronically (i.e. IRC)
Board meeting logs/minutes are publicly available unless there is a good reason otherwise
AGM to be scrapped
Member's contribution on winding up the company to be reduced from £5 to £1
Changes to company name, objects, or status of the company should be approved by a majority of all members

The Hackspace Foundation's ultimate governance lies with the Board of Directors. These are elected regularly, with the longest-serving third of the Board required to stand for re-election every year.