[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