Re: [OSM-talk-ie] OSM IRL Annual General Meeting

[Donal Hunt]

Just confirming the meeting is going ahead at 10:00 UTC tomorrow (24 March
2018).

Thanks!

Donal

On Thu, 1 Mar 2018, 09:49 Ciarán Staunton, 
wrote:

> Rory, yes... snow blinded . The sentence should read as:  "The DAC
> structure is limiting in the scope of things the company may want to do
> which is why DAC is not recommended."
>
> On Thu, Mar 1, 2018 at 8:57 AM, Rory McCann  wrote:
>
> > Hi Ciarán
> >
> > Good to get proper legal details. Good job. 
> >
> > On 28/02/18 22:18, Ciarán Staunton wrote:
> >
> >> The DAC structure is limiting in the scope of things the company may
> want
> >> to do which is why CLG is not recommended.
> >>
> >
> > Did you word this the right way? 
> >
> > The OpenStreetMap Foundation is a Company limited by guarantee as well.
> In
> > the UK, OSMUK is a "Community Interest Company", but I think that's a new
> > legal structure in the UK https://osmuk.org/become-member/
> >
> > It's great to see all of yous getting the ball rolling on this. 
> >
> > Rory
> >
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Re: [OSM-talk-ie] OSM IRL Annual General Meeting

[Ciarán Staunton]

Rory, yes... snow blinded . The sentence should read as:  "The DAC
structure is limiting in the scope of things the company may want to do
which is why DAC is not recommended."

On Thu, Mar 1, 2018 at 8:57 AM, Rory McCann  wrote:

> Hi Ciarán
>
> Good to get proper legal details. Good job. 
>
> On 28/02/18 22:18, Ciarán Staunton wrote:
>
>> The DAC structure is limiting in the scope of things the company may want
>> to do which is why CLG is not recommended.
>>
>
> Did you word this the right way? 
>
> The OpenStreetMap Foundation is a Company limited by guarantee as well. In
> the UK, OSMUK is a "Community Interest Company", but I think that's a new
> legal structure in the UK https://osmuk.org/become-member/
>
> It's great to see all of yous getting the ball rolling on this. 
>
> Rory
>
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Re: [OSM-talk-ie] OSM IRL Annual General Meeting

[Rory McCann]

Hi Ciarán

Good to get proper legal details. Good job. 

On 28/02/18 22:18, Ciarán Staunton wrote:
The DAC structure is limiting in the scope of things the company may 
want to do which is why CLG is not recommended.


Did you word this the right way? 

The OpenStreetMap Foundation is a Company limited by guarantee as well. 
In the UK, OSMUK is a "Community Interest Company", but I think that's a 
new legal structure in the UK https://osmuk.org/become-member/


It's great to see all of yous getting the ball rolling on this. 

Rory

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Re: [OSM-talk-ie] OSM IRL Annual General Meeting

[Brian Hollinshead]

Thanks for getting the advice Ciaran

I agree hold the meeting first then form the company

Delay the meeting until March 24th. I look forward to it.

On Wed 28 Feb 2018 at 21:18, Ciarán Staunton 
wrote:

> Hi All
> I am sorry if this is a longer than usual message and I will try to be
> brief as there is a lot of ground to cover. And 3 questions at the end.
>
> I have secured (free of charge) the services of Robert Tallent of Synergy
> Group. He is a sound person, he has a lot of experience of non-profit and
> charity company formation, and provides advice on registration and
> compliance for a range of different clients but usually small and
> formative. His website is available if your websearch for his name with
> "Synergy".
>
> As regards the conversations I have had with Bob I gave him the following
> brief (which was what was agreed at the last):
> - Which structure will protect the members and directors against legally
> liability, and will share the limited liability equally?
> - Which structure will closely match the requirements of the Foundation to
> be non-for-profit?
> - Which structure will allow for the eventual registration as a charity
> (enabling donations)
> - Which structure might in the future enable seeking a grant or employing
> someone
>
> Bob has outlined to me that a Limited Partnership is a dangerous option
> unless the lead partner is also a salaried executive director. The optimal
> structure to satisfy all these is a *Company Limited by Guarantee (CLG)*.
> The CLG once registered can then later seek charitable status from the
> regulator, and is also free to apply for grants or other funds. The
> understanding of non-for-profit with CLGs is simply to monitor that profit
> seeking is not the main objective of the majority of activities, and that
> when profits arise there is a plan to re-invest them. The DAC structure is
> limiting in the scope of things the company may want to do which is why CLG
> is not recommended.
>
>
>1. What I would like to clear up before the AGM is whether the members
>of this mailing list wish the nominated group to proceed to form the
>company before the AGM, or post the AGM. It may shape how the meeting
> takes
>place.
>2. Also Bob Tallent cannot attend on the 10th March and I think it would
>be better to have him there to facilitate questions. His real value to
> us
>is advising on what we need to assemble on us. Would the members be ok
> if
>we postpone the AGM until the 24th? I have checked with Tadeusz and it
>appears that Tog is available on that date.
>3. Also, can those guys who were working on a constitution and memos and
>articles bring these to some advanced stage and propose them for the
> AGM?
>
> I'm sorry again for the long email. Please speak up on all three. I know
> you are all snowbound, so no excuses :)
>
> Ciarán
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Re: [OSM-talk-ie] OSM IRL Annual General Meeting

[Donal Hunt]

Re: CLG creation before or after. For me, I think after the AGM makes sense
as the community gets to ratify the names officially. Once the paperwork is
ready to go, the filing is quite straightforward I believe so timing
shouldn't matter.

Re: schedule - 24th works really well for me. There is another event
happening that day that I would like to at least pop into so +1 for that
date.

Re: constitution and other articles - the Google drive was certainly used
during the first meetup. I didn't make the most recent one so can comment
on that. Happy to contribute if needed (even if it's to corrals people to
do stuff).

Regards

Donal


On 28 Feb 2018 23:40, "Dave Corley"  wrote:

Hi,

My answers inline below

   1. What I would like to clear up before the AGM is whether the members
   of this mailing list wish the nominated group to proceed to form the
   company before the AGM, or post the AGM. It may shape how the meeting
takes
   place.

If there will be advice available to assist in the decision making process,
it would make sense to wait.

   2. Also Bob Tallent cannot attend on the 10th March and I think it would
   be better to have him there to facilitate questions. His real value to us
   is advising on what we need to assemble on us. Would the members be ok if
   we postpone the AGM until the 24th? I have checked with Tadeusz and it
   appears that Tog is available on that date.

24th is fine. Again, makes sense to adjust to avail of the support

   3. Also, can those guys who were working on a constitution and memos and
   articles bring these to some advanced stage and propose them for the AGM?

Is the Google drive still the location for these?

Dave



On 28 Feb 2018 21:19, "Ciarán Staunton"  wrote:

Hi All
I am sorry if this is a longer than usual message and I will try to be
brief as there is a lot of ground to cover. And 3 questions at the end.

I have secured (free of charge) the services of Robert Tallent of Synergy
Group. He is a sound person, he has a lot of experience of non-profit and
charity company formation, and provides advice on registration and
compliance for a range of different clients but usually small and
formative. His website is available if your websearch for his name with
"Synergy".

As regards the conversations I have had with Bob I gave him the following
brief (which was what was agreed at the last):
- Which structure will protect the members and directors against legally
liability, and will share the limited liability equally?
- Which structure will closely match the requirements of the Foundation to
be non-for-profit?
- Which structure will allow for the eventual registration as a charity
(enabling donations)
- Which structure might in the future enable seeking a grant or employing
someone

Bob has outlined to me that a Limited Partnership is a dangerous option
unless the lead partner is also a salaried executive director. The optimal
structure to satisfy all these is a *Company Limited by Guarantee (CLG)*.
The CLG once registered can then later seek charitable status from the
regulator, and is also free to apply for grants or other funds. The
understanding of non-for-profit with CLGs is simply to monitor that profit
seeking is not the main objective of the majority of activities, and that
when profits arise there is a plan to re-invest them. The DAC structure is
limiting in the scope of things the company may want to do which is why CLG
is not recommended.


   1. What I would like to clear up before the AGM is whether the members
   of this mailing list wish the nominated group to proceed to form the
   company before the AGM, or post the AGM. It may shape how the meeting
takes
   place.
   2. Also Bob Tallent cannot attend on the 10th March and I think it would
   be better to have him there to facilitate questions. His real value to us
   is advising on what we need to assemble on us. Would the members be ok if
   we postpone the AGM until the 24th? I have checked with Tadeusz and it
   appears that Tog is available on that date.
   3. Also, can those guys who were working on a constitution and memos and
   articles bring these to some advanced stage and propose them for the AGM?

I'm sorry again for the long email. Please speak up on all three. I know
you are all snowbound, so no excuses :)

Ciarán
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Re: [OSM-talk-ie] OSM IRL Annual General Meeting

[Dave Corley]

Hi,

My answers inline below

   1. What I would like to clear up before the AGM is whether the members
   of this mailing list wish the nominated group to proceed to form the
   company before the AGM, or post the AGM. It may shape how the meeting
takes
   place.

If there will be advice available to assist in the decision making process,
it would make sense to wait.

   2. Also Bob Tallent cannot attend on the 10th March and I think it would
   be better to have him there to facilitate questions. His real value to us
   is advising on what we need to assemble on us. Would the members be ok if
   we postpone the AGM until the 24th? I have checked with Tadeusz and it
   appears that Tog is available on that date.

24th is fine. Again, makes sense to adjust to avail of the support

   3. Also, can those guys who were working on a constitution and memos and
   articles bring these to some advanced stage and propose them for the AGM?

Is the Google drive still the location for these?

Dave



On 28 Feb 2018 21:19, "Ciarán Staunton"  wrote:

Hi All
I am sorry if this is a longer than usual message and I will try to be
brief as there is a lot of ground to cover. And 3 questions at the end.

I have secured (free of charge) the services of Robert Tallent of Synergy
Group. He is a sound person, he has a lot of experience of non-profit and
charity company formation, and provides advice on registration and
compliance for a range of different clients but usually small and
formative. His website is available if your websearch for his name with
"Synergy".

As regards the conversations I have had with Bob I gave him the following
brief (which was what was agreed at the last):
- Which structure will protect the members and directors against legally
liability, and will share the limited liability equally?
- Which structure will closely match the requirements of the Foundation to
be non-for-profit?
- Which structure will allow for the eventual registration as a charity
(enabling donations)
- Which structure might in the future enable seeking a grant or employing
someone

Bob has outlined to me that a Limited Partnership is a dangerous option
unless the lead partner is also a salaried executive director. The optimal
structure to satisfy all these is a *Company Limited by Guarantee (CLG)*.
The CLG once registered can then later seek charitable status from the
regulator, and is also free to apply for grants or other funds. The
understanding of non-for-profit with CLGs is simply to monitor that profit
seeking is not the main objective of the majority of activities, and that
when profits arise there is a plan to re-invest them. The DAC structure is
limiting in the scope of things the company may want to do which is why CLG
is not recommended.


   1. What I would like to clear up before the AGM is whether the members
   of this mailing list wish the nominated group to proceed to form the
   company before the AGM, or post the AGM. It may shape how the meeting
takes
   place.
   2. Also Bob Tallent cannot attend on the 10th March and I think it would
   be better to have him there to facilitate questions. His real value to us
   is advising on what we need to assemble on us. Would the members be ok if
   we postpone the AGM until the 24th? I have checked with Tadeusz and it
   appears that Tog is available on that date.
   3. Also, can those guys who were working on a constitution and memos and
   articles bring these to some advanced stage and propose them for the AGM?

I'm sorry again for the long email. Please speak up on all three. I know
you are all snowbound, so no excuses :)

Ciarán
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[OSM-talk-ie] OSM IRL Annual General Meeting

[Ciarán Staunton]

Hi All
I am sorry if this is a longer than usual message and I will try to be
brief as there is a lot of ground to cover. And 3 questions at the end.

I have secured (free of charge) the services of Robert Tallent of Synergy
Group. He is a sound person, he has a lot of experience of non-profit and
charity company formation, and provides advice on registration and
compliance for a range of different clients but usually small and
formative. His website is available if your websearch for his name with
"Synergy".

As regards the conversations I have had with Bob I gave him the following
brief (which was what was agreed at the last):
- Which structure will protect the members and directors against legally
liability, and will share the limited liability equally?
- Which structure will closely match the requirements of the Foundation to
be non-for-profit?
- Which structure will allow for the eventual registration as a charity
(enabling donations)
- Which structure might in the future enable seeking a grant or employing
someone

Bob has outlined to me that a Limited Partnership is a dangerous option
unless the lead partner is also a salaried executive director. The optimal
structure to satisfy all these is a *Company Limited by Guarantee (CLG)*.
The CLG once registered can then later seek charitable status from the
regulator, and is also free to apply for grants or other funds. The
understanding of non-for-profit with CLGs is simply to monitor that profit
seeking is not the main objective of the majority of activities, and that
when profits arise there is a plan to re-invest them. The DAC structure is
limiting in the scope of things the company may want to do which is why CLG
is not recommended.


   1. What I would like to clear up before the AGM is whether the members
   of this mailing list wish the nominated group to proceed to form the
   company before the AGM, or post the AGM. It may shape how the meeting takes
   place.
   2. Also Bob Tallent cannot attend on the 10th March and I think it would
   be better to have him there to facilitate questions. His real value to us
   is advising on what we need to assemble on us. Would the members be ok if
   we postpone the AGM until the 24th? I have checked with Tadeusz and it
   appears that Tog is available on that date.
   3. Also, can those guys who were working on a constitution and memos and
   articles bring these to some advanced stage and propose them for the AGM?

I'm sorry again for the long email. Please speak up on all three. I know
you are all snowbound, so no excuses :)

Ciarán
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