LHS Proceedings of the Board (Draft)

Proceedings of the Board

• 45. The Governance System
  • 45.1. The Directors may from time to time specify a web based system (“the Governance System”) for recording and managing their decision making process.
  • 45.2. The Governance System must:
    • (a) permit any director to create a proposal that is then available for viewing (on presentation of suitable credentials) by all directors and any member of the Association;
    • (b) after a proposal has been created, send it promptly to each director’s email address;
    • © maintain one or more rules as to the period (“the voting period”) within which any proposal must be accepted or rejected, which may vary from proposal to proposal;
    • (d) during the voting period, permit any director to indicate whether they accept or reject the proposal;
    • (e) record the votes cast by each director;
    • (f) record that a proposal has been “passed” if the requisite number of directors have indicated their acceptance of the proposal via the governance system;
    • (g) permit the recording of minutes; and
    • (h) maintain a current contact email address for each director (“the director’s email address”).
  • 45.3. Any proposal that has been recorded as “passed” by the Governance System shall be treated as a decision of the directors.
  • 45.4. The Governance System to be used on the adoption of these articles shall be that supplied by One Click Orgs and accessed on the World Wide Web at the address http://london-gov.hackspace.org.uk
• 46. Decisions
  • 46.1. Decisions of the directors may be made either:
    • (a) by the use of the Governance System; or
    • (b) by a written resolution in accordance with the procedure described below.
  • 46.2. All directors’ decisions must be made in one of these two ways, and a decision made in any other way will be ineffective.
  • 46.3. The requisite number of directors who must accept a proposal made using the Governance System or a written resolution before it is passed is [a majority of the number of directors for the time being].
• 47. Written resolutions
  • 47.1. A written resolution may be passed if:
    • (a) the text of the resolution is circulated to all directors in writing; and
    • (b) the requisite number of directors have given to all the other directors in writing their agreement to the text of the resolution
• 48. Powers, duties and delegation
  • 48.1. The directors may delegate any of their powers or functions concerning the day to day management of the affairs of the Company to any person or persons as they may from time to time select.
  • 48.2. All acts done by a director shall, even if it is afterwards discovered that there was a defect in their appointment or that they were disqualified from holding office or had vacated office, be as valid as if such person had been duly appointed and was qualified and had continued to be a director.
  • 48.3. Where on any particular occasion [more than 2] directors, in the course of their office as directors, discuss the affairs of the Company by any means, whether in person or otherwise, a minute shall be made and recorded indicating:
    • (a) when the discussion took place;
    • (b) the identities of the directors involved; and
    • © the substance of the discussion.
  • 48.4. Minutes of directors meetings:
    • (a) may be held in electronic form, and in particular using the Governance System;
    • (b) must be held for ten years from the date of the discussion in accordance with section 248 of the Companies Act 2006.
• 49. Directors electronic mail
  • 49.1. It is the duty of each director to ensure that their director’s email address is kept up to date.
  • 49.2. Any email sent to the director’s email address which is accepted by an electronic mail host for that address, will be deemed to have been delivered.
  • 49.3. Any notice in writing that is required to be given to any director, may be given by sending to the director’s email address.