--- draft_0a.tex 2007-05-13 11:46:01.000000000 +0100 +++ draft_1.tex 2007-05-13 11:46:01.000000000 +0100 @@ -7,8 +7,8 @@ \begin{document} \begin{center} -\textbf{\Large{UK {\TeX} Users' Group}} \\[3ex] -\textbf{\large{Replacement Constitution, Draft 0.0}} +\textbf{\Large{UK {\TeX} Users Group}} \\[3ex] +\textbf{\large{Replacement Constitution, Draft 1.0}} \end{center} \vspace{2ex} @@ -32,25 +32,17 @@ UK-TUG's objects (the Objects) are: \begin{enumerate} \item the identification, development, operation, funding, support, promotion - and encouragement of charitable educational and scientific programmes and - projects which will stimulate those who have an interest in systems for - typesetting technical and other text and font design; -\item the exchange of information concerning the same; + and encouragement of charitable educational and scientific programmes, + projects, seminars and conferences which will stimulate those who have an + interest in systems for typesetting, typographic design and font development; \item the establishment of channels to ease the exchange of material relevant to - the typesetting software \TeX\ and the font description language Metafont - including (without prejudice to the generality of the foregoing)-- -\begin{enumerate} -\item the Computer Modern typeface and its Metafont description; -\item \LaTeX\ and its style masters; -\item AMS-\TeX\ and its associated macros; -\item utilities such as GFtoPK and DVItype; -\item other macro packages; and -\item public domain source code through publications and otherwise; -\end{enumerate} -\item the development, implementation and sponsorship either alone or jointly - with other persons of educational programmes, seminars and conferences in - connection with the above; and -\item the social intercourse of the members. + the typesetting software \TeX\ and the font description language Metafont; +\item the promotion of \TeX, Metafont and related software, standards and systems + which are interoperable with them with the goal of enabling and supporting the + creation of the finest typeset material;~\footnote{this clause as written makes + no distinction between open source, free or proprietory software.}; +\item the development and support of a UK community of users and developers of + the aforementioned; \end{enumerate} \subsection*{4 Application of the Income and Property} @@ -62,13 +54,16 @@ are called ``Trustees''.} may pay out of, or be reimbursed from, the property of the UK-TUG reasonable expenses properly incurred by him or her when acting on behalf of UK-TUG. -\item None of the income or property of UK-TUG may be paid or transferred - directly or indirectly by way of dividend bonus or otherwise by way of profit - to any member of UK-TUG. This does not prevent: +\item \footnote{The following part of the charities commission constitution was + removed as it would prevent UK TUG from bulk purchasing things for the + members such as EuroTeX proceedings: ``None of the income or property of + UK-TUG may be paid or transferred directly or indirectly by way of dividend + bonus or otherwise by way of profit to any member of UK-TUG. This does not + prevent:''. The sub-clauses of this section were re-worded accordingly.} \begin{enumerate} -\item a member who is not also a Committee member from receiving reasonable and +\item a member who is not also a Committee member may receive reasonable and proper remuneration for any goods or services supplied to UK-TUG; -\item a Committee member from: +\item a Committee member may: \begin{enumerate} \item buying goods or services from UK-TUG upon the same terms as other members or members of the public; @@ -77,8 +72,8 @@ clause (6) of this clause, or as a member of UK-TUG and upon the same terms as other members; \end{enumerate} -\item the purchase of indemnity insurance for the Committee members against any - liability that by virtue of any rule of law would otherwise attach to a +\item UK-TUG may purchase indemnity insurance for the Committee members against + any liability that by virtue of any rule of law would otherwise attach to a Committee member or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to UK-TUG but excluding: @@ -99,9 +94,11 @@ \begin{enumerate} \item sell goods, services or any interest in land to UK-TUG; \item be employed by or receive any remuneration from UK-TUG; -\item receive any other financial benefit from UK-TUG, if: -\item he or she is not prevented from so doing by sub-clause (4) of this clause; - and +\item receive any other financial benefit from UK-TUG, +\end{enumerate} +if: +\begin{enumerate} +\item he or she is not prevented from so doing by sub-clause (4) of this clause; and \item the benefit is permitted by sub-clause (3) of this clause; or \item the benefit is authorised by the Committee in accordance with the conditions in sub-clause (6) of this clause. @@ -140,8 +137,8 @@ or her duty to act solely in the interests of UK-TUG and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter. -\item In this Clause 4, ``Committee member'' shall include any person firm or company -connected with the Committee member. +\item In this Clause 4, ``Committee member'' shall include any person firm or + company connected with the Committee member. \end{enumerate} \subsection*{5 Dissolution} @@ -155,8 +152,8 @@ \item The Committee must apply any remaining property or money: \begin{enumerate} \item directly for the Objects; -\item by transfer to any charity or charities for purposes the same as or -similar to UK-TUG; +\item by transfer to any organisations for purposes the same as or + similar to UK-TUG; \item \footnote{Paragraph~(c) ``in such other manner as the Charity Commissioners for England and Wales may approve in writing in advance'' has been deleted.} @@ -164,11 +161,13 @@ \item The members may pass a resolution before or at the same time as the resolution to dissolve UK-TUG specifying the manner in which the Committee are to apply the remaining property or assets of UK-TUG and the Committee must - comply with the resolution if it is consistent with paragraphs (a)--(c) - inclusive in sub-clause (3) above. -\item In no circumstances shall the net assets of UK-TUG be paid to or - distributed among the members of UK-TUG (except to a member that is itself a - charity). + comply with the resolution if it is consistent with paragraphs (a) and (b) + in sub-clause (3) above. +\item () \footnote{The following part of the charities constitution was removed + ``In no circumstances shall the net assets of UK-TUG be paid to or + distributed among the members of UK-TUG (except to a member that is itself a + charity)''. Such a clause would be required if UK-TUG were to become a + charity.} \item \footnote{Sub-clause~(6) ``The Committee must notify the Commission promptly that UK-TUG has been dissolved. If the Committee are obliged to send UK-TUG's accounts to the Commission for the accounting period which @@ -185,7 +184,8 @@ \item \footnote{Paragraph~(a) ``no amendment may be made that would have the effect of making UK-TUG cease to be a charity at law;'' has been deleted.} \item no amendment may be made to alter the Objects if the change would not be - within the reasonable contemplation of the members of or donors to UK-TUG; + within the reasonable contemplation of the members of UK-TUG;\footnote{``or + donors to'' removed.} \item \footnote{Paragraph~(c) ``no amendment may be made to clause 4 without the prior written consent of the Commission;'' has been deleted.} \item any resolution to amend a provision of Part 1 of this constitution is @@ -208,20 +208,24 @@ \item Membership is open to individuals over eighteen or organisations who are approved by the Committee. \item - \begin{enumerate} - \item The Committee may only refuse an application for membership if, acting - reasonably and properly, they consider it to be in the best interests of - UK-TUG to refuse the application. - \item The Committee must inform the applicant in writing of the reasons for the - refusal within twenty-one days of the decision. - \item The Committee must consider any written representations the applicant may - make about the decision. The Committee's decision following any written - representations must be notified to the applicant in writing but shall be - final. - \end{enumerate} +\begin{enumerate} +\item The Committee may only refuse an application for membership if, acting + reasonably and properly, they consider it to be in the best interests of + UK-TUG to refuse the application. +\item The Committee must inform the applicant in writing of the reasons for the + refusal within twenty-one days of the decision. +\item The Committee must consider any written representations the applicant may + make about the decision. The Committee's decision following any written + representations must be notified to the applicant in writing but shall be + final. +\end{enumerate} \item Membership is not transferable to anyone else. \item The Committee must keep a register of names and addresses of the members - which must be made available to any member upon request. + which must be made available to any member upon request.~\footnote{The + committee has concerns about this clause and the Data Protection Act + implications. This is currently being researched.} +\item Each member has an obligation to inform the committee of any change of + address.~\footnote{Added.} \end{enumerate} \subsection*{8 Termination of Membership} @@ -237,22 +241,26 @@ that it is in the best interests of UK-TUG that his or her membership is terminated. A resolution to remove a member from membership may only be passed if: -\begin{enumerate} -\item the member has been given at least twenty-one days' notice in writing of - the meeting of the Committee at which the resolution will be proposed and the - reasons why it is to be proposed; -\item the member or, at the option of the member, the member's representative - (who need not be a member of UK-TUG) has been allowed to make representations - to the meeting. -\end{enumerate} + \begin{enumerate} + \item the member has been given at least twenty-one days' notice in writing of + the meeting of the Committee at which the resolution will be proposed and the + reasons why it is to be proposed; + \item the member or, at the option of the member, the member's representative + (who need not be a member of UK-TUG) has been allowed to make representations + to the meeting. + \end{enumerate} +\item in the event that a member fails to provide the committee with a current + postal address, the committee may resolve to terminate + membership.~\footnote{Added.} \end{enumerate} \subsection*{9 General meetings} \begin{enumerate} -\item UK-TUG must hold a general meeting within twelve months of the date of the - adoption of this constitution. -\item An annual general meeting must be held in each subsequent year and not +\item ( )~\footnote{The clause that ``UK-TUG must hold a general meeting within + twelve months of the date of the adoption of this constitution.'' was + removed as this was felt to be specific to a newly forming charity only.} +\item An annual general meeting must be held in each calendar year and not more than fifteen months may elapse between successive annual general meetings. \item All general meetings other than annual general meetings shall be called @@ -261,7 +269,7 @@ \item The Committee must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, which ever is the greater. The request must state the nature of the business that is to be - discussed. If the Committee fail to hold the meeting within twentyeight days + discussed. If the Committee fail to hold the meeting within twenty eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution. \end{enumerate} @@ -271,7 +279,8 @@ \begin{enumerate} \item The minimum period of notice required to hold any general meeting of UK-TUG is fourteen clear days from the date on which the notice is deemed to - have been given. + have been given.~\footnote{This is significantly shorter than the current + constitution, which states 35 days notice.} \item A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote. \item The notice must specify the date, time and place of the meeting and the @@ -348,11 +357,12 @@ \item Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have. -\item A resolution in writing signed by each member (or in the case of a member +\item ( )\footnote{The following was removed as the committee were unsure of its + purpose: ``A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one - or more members. + or more members.'' Comments welcome.} \end{enumerate} \subsection*{15 Representatives of Other Bodies} @@ -391,10 +401,12 @@ disqualified from acting under the provisions of Clause 19. \item The number of Committee members shall be not less than three but (unless otherwise determined by a resolution of UK-TUG in general meeting) shall not - be subject to any maximum. -\item The first Committee members (including Officers) shall be those persons - elected as Committee members and Officers at the meeting at which this - constitution is adopted. + be subject to any maximum.~\footnote{This is different to the current + constitution which stipulates a maximum of 12 individuals.} +\item ( )\footnote{The following clause was removed: ``The first Committee + members (including Officers) shall be those elected as Committee members and + Officers at the meeting at which this constitution is adopted.'' as it is + relevant only to newly forming charities.} \item A Committee member may not appoint anyone to act on his or her behalf at meetings of the Committee members. \end{enumerate} @@ -402,14 +414,21 @@ \subsection*{17 The Appointment of Committee members} \begin{enumerate} -\item UK-TUG in general meeting shall elect the Officers and the other Committee - members. +\item ( )\footnote{The following clause was removed ``UK-TUG in general meeting + shall elect the Officers and the other Committee members.'' and replaced + with the next 3 clauses.} +\item The Chair of UK-TUG is to be elected by a ballot of all members and shall + retire at the second annual general meeting following this election. +\item UK-TUG shall elect Committee members at annual general meeting. +\item The Committee shall elect from amongst its numbers the Secretary and + Treasurer. \item The Committee may appoint any person who is willing to act as a Committee member. Subject to paragraph 5(b) of this clause, they may also appoint Committee members to act as officers. -\item Each of the Committee members shall retire with effect from the conclusion - of the annual general meeting next after his or her appointment but shall be - eligible for re-election at that annual general meeting. +\item Each of the Committee members apart from the Chair shall retire with + effect from the conclusion of the annual general meeting next after his or her + appointment but shall be eligible for re-election at that annual general + meeting.\footnote{See clause 17.2 for reason for Chair exception.} \item No-one may be elected a Committee member or an Officer at any annual general meeting unless prior to the meeting UK-TUG is given a notice that: \begin{enumerate} @@ -420,15 +439,15 @@ willingness to be appointed. \end{enumerate} \item - \begin{enumerate} - \item The appointment of a Committee member, whether by UK-TUG in general - meeting or by the other Committee members, must not cause the number of - Committee members to exceed any number fixed in accordance with this - constitution as the maximum number of Committee members. - \item The Committee members may not appoint a person to be an Officer if a - person has already been elected or appointed to that office and has not - vacated the office. - \end{enumerate} +\begin{enumerate} +\item The appointment of a Committee member, whether by UK-TUG in general + meeting or by the other Committee members, must not cause the number of + Committee members to exceed any number fixed in accordance with this + constitution as the maximum number of Committee members. +\item The Committee members may not appoint a person to be an Officer if a + person has already been elected or appointed to that office and has not + vacated the office. +\end{enumerate} \end{enumerate} \subsection*{18 Powers of the Committee} @@ -462,7 +481,9 @@ ``charity'' instead of ``association'' here.} formed for any of the Objects; \item to set aside income as a reserve against future expenditure but only in - accordance with a written policy about reserves; + accordance with a written policy about reserves;~\footnote{This clause will + require the Committee to develop a written policy about reserves, as this + currently does not exist.} \item to obtain and pay for such goods and services as are necessary for carrying out the work of UK-TUG; \item to open and operate such bank and other accounts as the Committee @@ -474,8 +495,8 @@ \end{enumerate} \item No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Committee. -\item Any meeting of Committee members at which a quorum is present at the time - the relevant decision is made may exercise all the powers exercisable by the +\item Any Committee Meeting at which a quorum is present at the time the + relevant decision is made may exercise all the powers exercisable by the Committee. \end{enumerate} @@ -485,7 +506,8 @@ \begin{enumerate} \item would be disqualified from acting as a trustee of a charitable association by virtue of section 72 of the Charities Act 1993 (or any statutory - re-enactment or modification of that provision); + re-enactment or modification of that provision);~\footnote{The committee is + undecided as to whether this clause should be retained.} \item ceases to be a member of UK-TUG; \item becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; @@ -512,7 +534,8 @@ present at the time the decision is purported to be made. \item The quorum shall be two or the number nearest to one third of the total number of Committee members, whichever is the greater or such larger number as - may be decided from time to time by the Committee. + may be decided from time to time by the Committee.~\footnote{The current + constitution stipulates that the quorum for the Committee be 5.} \item A Committee member shall not be counted in the quorum present when any decision is made about a matter upon which that Committee member is not entitled to vote. @@ -543,9 +566,10 @@ \begin{enumerate} \item The Committee may delegate any of their powers or functions to a - subcommittee of two or more Committee members but the terms of any such - delegation must be recorded in the minute book. -\item The Committee members may impose conditions when delegating, including the + subcommittee consisting of two or more Committee members and a smaller number + of ordinary UK-TUG members. The terms of any such delegation must be recorded + in the minute book. +\item The Committee may impose conditions when delegating, including the conditions that: \begin{itemize} \item the relevant powers are to be exercised exclusively by the subcommittee @@ -606,6 +630,8 @@ \item the names of the Committee members present at the meeting; \item the decisions made at the meetings; and \item where appropriate the reasons for the decisions. +\item these minutes must be made available by the committee to any member upon + request \end{itemize} \end{enumerate} @@ -613,7 +639,7 @@ deleted. The annual return provides a summary of key financial data and is used by the Charities Commission for monitoring purposes to detect issues which might require their attention or guidance.} and Accounts} - +\textbf{THE CURRENT TREASURER TO DRAFT A REPLACEMENT TO THIS SECTION} \begin{enumerate} \item The Committee must comply with the obligations imposed upon a charitable association by the Charities Act 1993\footnote{The model constitution uses the @@ -638,12 +664,12 @@ Statement prepared by another body. \end{enumerate} -\subsection*{25 Registered particulars\footnote{Clause 27 ``The Committee must +\subsection*{25 Registered particulars\footnote{Clause 25 ``The Committee must notify the Commission promptly of any changes to the UK-TUG's entry on the Central Register of Charities.'' has been deleted.}} \subsection*{26 Property} - +\textbf{DAVID SAUNDERS TO REDRAFT THIS} \begin{enumerate} \item The Committee must ensure the title to: \begin{enumerate} @@ -662,7 +688,8 @@ \item The Committee may remove the holding trustees at any time. \end{enumerate} -\subsection*{27 Repair and insurance} +\subsection*{27 Repair and insurance}\footnote{The Committee is unsure if this + section should remain.} The Committee must keep in repair and insure to their full value against fire and other usual risks all the buildings of UK-TUG (except those buildings that