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

Brian Hollinshead brian at hollinshead.net
Thu Mar 1 08:34:24 UTC 2018


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 <ciaran.staunton at gmail.com>
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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