Re: [Fsfe-uk] Rules/Constitution

[Jason Clifford]

On Sat, 15 Jan 2005, John Seago wrote:

> Incorporation.        I can not support incorporation as a Company Limited by 
> Guarantee, as once that happens the Association becomes a Company and 
> Democracy disappears, (the Directors having total control, with the only 
> method of altering the direction of the Company being to elect a different 
> board). Incorporation as an Industrial or Provident Society is far more 
> democratic.

Sory but that is just nonsense. In any structure the committee or board 
has complete day to day control and can only be prevented from exercising 
it as they see fit by the process of removing them.

A company limited by guarantee provides the same facility to remove board 
members and replace them - indeed it would provide far superior facilities 
for this that currently exist in AFFS.

Industrial and Provident Societies are far more complex. The legislation 
controlling them is not as straight forward as that for a limited company. 
They will be more expensive to establish properly.

Nobody has even really shown that incorporation in any form is either 
necessary or desirable.

> If incorporation is sought by this route, I seem to recall 
> from previous experience that a complete new constitution will be needed 
> in any case. Perhaps this may be the solution to the discussion in hand, 
> as it will provide an opportunity to revisit and discuss the rules and 
> constitution of the AFFS. 

How will that make anything easier?

> Revision.     Revision of the Rules/Constitution is a way forward, however as 
> last years AGM proved it is a difficult matter to persuade a large enough 
> number of members to carry a resolution.         

As I remember it the main objection to the changes proposed last year 
seemed to be that there were too many.

A simpler solution that directly addresses the key concern regarding the 
lack of any facility in the constitution for an EGM to appoint board 
members may be simpler. It could be as simple as a single sentence, 
suitably worded.

Jason Clifford
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