The Framework Document defines the relationship between the membership of Reading Hackspace and Reading Makerspace Ltd - the company that administers the hackspace's membership, finances etc. It explains the purpose of the company, the division of responsibilities between the membership and company, the appointment and recall of directors to and from the company, and other related matters.
The text of the document, correct at 20/11/23 reproduced below:
Reading Maker Space Ltd Framework Document
Version 1.0 29/10/23 First issue following 14 day consultation on Discord
1. Relationship between Reading Hackspace and Reading Maker Space Ltd.
1.1. Reading Hackspace, also known as rLab, (referred to here as the “Hackspace”) is an unincorporated, member-owned and member-controlled, not-for-profit organisation.
1.2. Reading Maker Space Ltd. (the “Company”) is an incorporated company limited by guarantee.
1.3. The membership of the Hackspace elects a subset of members to act as directors of the Company (the “Directors”) to administer membership of the Hackspace, control the assets of the Hackspace, and fulfil the responsibilities as set out in Schedule I to this document on behalf of the Hackspace.
1.4. The Company exists for no other purpose than to fulfil the responsibilities listed in Schedule I of this document. It is the responsibility of the Directors to ensure that the Company’s Articles of Association, and any associated policies of the Company, reflect this.
1.5. No other party has any standing in the relationship between the Hackspace and the Company.
2. Responsibilities of the Company and its Directors
2.1. Reading Maker Space Ltd., as an incorporated company, has legal personality and is recognised in law as being distinct from the Hackspace and the individuals that act as Directors of the Company. Unlike the Hackspace (which is unincorporated) it is able to enter into legally binding agreements and contracts.
2.2. The Company was formed with the sole aim of acting on behalf of the Hackspace in instances where it is necessary to enter into a contract, and/or it would be unreasonable to expect an individual to bear a responsibility on behalf of the wider membership.
2.3. Schedule I of this document aims to capture the range of responsibilities that the Company carries on behalf of the Hackspace.
2.4. At times it may be desirable for the Company, at the request of the Hackspace membership, to take on a responsibility beyond the list provided in that schedule. In such cases where it is a task that the Hackspace cannot undertake itself because it requires legal personality, the Directors shall not refuse without providing good reason.
2.5. The Company is responsible for maintaining and making available the Schedule as an up-to-date record of the responsibilities carried by the Company on behalf of the Hackspace.
3. Expectations of Directors’ and members’ with respect to each other
3.1. Each Director shall take reasonable steps to engage with a broad range of Hackspace members to ensure that they (the Directors) have a good understanding of the collective needs and desires of the membership.
3.2. In instances where there is a lack of a formal mechanism for the membership to express its collective will, Directors shall take reasonable steps to consult with the membership with a view to understanding whether a consensus exists.
3.3. Directors of the Company shall exercise their responsibilities impartially. No individual member, whether Director, supplier, or by dint of holding any other position, formal or otherwise, shall be treated preferentially by the Directors in exercising their responsibilities.
3.4. Hackspace members who find themselves in a position of being conflicted as a result of holding excessive power, for example by being a strategic supplier or having disproportionate influence over the finances of the hackspace, are expected to exercise restraint and not use that position to influence proceedings of the Company or the Hackspace more than any other Hackspace member. This holds regardless of whether they consider themselves to be acting in the Hackspace membership’s best interests by doing so.
3.5. Directors should expect to be able to fully enjoy the benefits of also being members of the Hackspace. Directors of Reading Maker Space Ltd fulfil their roles on a voluntary basis without payment for their services. Hackspace members should pay regard to these points when making requests of Directors.
3.6. Directors are expected to carry out their duties in accordance with the companies legislation in force at the time.
3.7. All matters that are not the responsibility of the Company and its Directors are the responsibility of the collective membership of the Hackspace.
3.8. At the time of writing this document, Directors are not responsible for the resolution of conflict between members of the Hackspace. However there is work underway to develop a disciplinary process, and further develop the safe-guarding policy and process, and this document should be updated to reflect the balance of responsibilities between Members and Directors accordingly.
3.9. In lieu of completion of that work, the Directors are afforded the power to immediately suspend a member, or members, of the Hackspace if deemed necessary to preserve the safety and/or well-being of other members.
4. Delegation of tasks
4.1. Directors of the Company may seek assistance from members of the Hackspace or other parties in fulfilling their responsibilities, but in doing so they shall remain accountable for satisfactory completion of those tasks in accordance with any applicable laws and regulations.
5. Ownership and disposal of assets
5.1. Ownership of any items purchased with Hackspace funds, and any registered trademarks associated with the Hackspace, is vested in the Company. The Directors shall maintain a register of significant assets.
5.2. Disposal of assets shall be in line with the Company’s Asset Disposal policy, which shall be written in consultation with the membership of the Hackspace. Any funds raised through the disposal of assets will accrue to the Company for the benefit of the Hackspace.
6. Instructions to the Company regarding management of finances
6.1. The Company shall fulfil its responsibilities in a financially prudent manner, balancing the long and short term interests of the Hackspace.
6.2. The Company shall aim to maintain a financial reserve large enough to (i) ensure continued existence for a period of up to one year of forced closure without income, and (ii) secure and move into new premises.
6.3. The size of the reserve required, and the method used to derive that number, shall be reported to the membership along with a statement of the current level and expectations for the reserve in accordance with the reporting requirements set out in Schedule I of this document.
6.4. Surplus income, over and above that required to build and maintain the reserve, should be invested in improving and expanding the facilities available to members.
6.5. The Company shall establish clear policies, with associated reporting, for the dispensation of funds for Hackspace purchases.
6.6. The Company shall not establish lines of credit with other parties that in total exceed the sum of one month of the Company’s income (calculated as the average monthly income over the preceding six month period).
6.7. The Company shall not loan other parties money without prior consultation with the membership. The Company should provide details of the debtor, the proposed amount, and how the loan would benefit the Hackspace and/or the surrounding community. The Hackspace membership shall be given a period of not less than 14 days to object, Any objections shall be considered by the Directors. The ultimate decision of whether to loan the money shall be by a majority vote of the Directors. Any such loan should be documented in a written agreement between the Company and the debtor.
7. Election of Directors
7.1. Between three and seven members of the Hackspace will serve as Directors of the Company at any one time. The number of Director’s seats that are open for election at any time shall be determined by the Directors of the Company in consultation with the Hackspace membership.
7.2. Directors shall be elected by a ballot of the full membership of the Hackspace. Directors shall not be selected for appointment by any other means.
7.3. Directors may serve for a term of up to two years, after which they shall either stand down or seek re-election. No Director shall serve longer than two full terms consecutively.
7.4. Elections will be run by a set of no fewer than three Returning Officers. Returning Officers shall be drawn from the Hackspace membership on a voluntary basis. Returning Officers shall neither be (i) serving Directors, nor (ii) candidates in the election that they are presiding over. Directors will announce the identity of the proposed Returning Officers to the Hackspace membership.
7.5. The membership shall be provided with a period of one week (the “Objection Period”) to object to any of the nominated Returning Officers. In the event of an objection being received, an alternative Returning Officer shall be nominated by the Directors, and the Objection Period restarted.
7.6. Candidates will be asked to provide written statements of (i) their eligibility to serve as a director of a company under UK companies law and (ii) their suitability for the role, and (iii) declare any potential conflicts of interest that may need to be managed if they were to be elected. These statements will be shared with the electorate prior to the start of the voting period.
7.7. The Returning Officers shall determine, in consultation with the membership, the voting method and means of tallying the vote, and the length of the voting period.
7.8. At the end of the voting period, the Returning Officers will tally the votes and present them, within 24 hours, to the candidates and broader Hackspace membership in turn.
7.9. The Directors of the Company shall then arrange for the appointment of the successful candidates and confirm to the membership when they have done so.
8. Recall of Directors
8.1. The membership of the Hackspace may petition the Company to hold a recall ballot on the removal of one or more Directors from the Company on the basis of loss of confidence. Such a request should state the reasons for the loss in confidence and be submitted with the verifiable support of not less than 15% of the Hackspace membership.
8.2. Upon receipt of such a request, the Directors of the Company shall act, without delay, to appoint three Returning Officers to run a recall ballot.
8.3. The membership shall be provided with a period of one week (the “Objection Period”) to object to any of the nominated Returning Officers. In the event of an objection being received, an alternative Returning Officer shall be nominated by the Directors, and the Objection Period restarted.
8.4. The ballot shall offer voters a choice of whether a Director should, or should not, be removed from their position. In the case of more than one Director facing recall, the Directors shall be voted on independently.
8.5. The Director, or Directors, named in the petition shall be given the opportunity to respond to the reasons provided in the petition prior to the start of the voting period.
8.6. The length of the voting period will be at the discretion of the Returning Officers but shall be no shorter than two whole weeks.
8.7. For the result of the ballot to be valid, a majority of all Hackspace members should have expressed a preference. The result of the ballot will be determined on the basis of a simple majority of the votes cast.
8.8. In the event of a majority of the votes cast indicating that the Director(s) should be removed, the remaining Director(s) will remove that individual from the Company without delay and confirm to the membership when they have done so.
8.9. The recall of a Director shall not disqualify that individual from standing for re-election.
8.10. A Director shall not be subject to a recall petition more than once in any 6 month period.
9.1. In the event of the Hackspace becoming financially or otherwise unsustainable, the membership may order the dissolution of the Company by a majority vote of the members of the Hackspace.
9.2. In such an event the Directors should settle all outstanding debts, seek to recover any money owed, close accounts with suppliers, dispose of assets in accordance with the Company’s Asset Disposal policy, finalise accounts and notify Companies House of the dissolution of the Company.
9.3. Any residual funds after the winding up of the Company shall be distributed equally, on a one share per member basis, between the members of the Company. Any unclaimed funds, and any residual assets, after a one month period will be offered to the geographically-nearest, not-for-profit hackspace communities in ascending order of crow’s-flight proximity to the address from which they operate.
Schedule I. Responsibilities of Reading Makerspace Ltd. to Reading Hackspace
The Company shall:
1. administer membership of the Hackspace, and of the Company, ensuring that requirements of membership with respect to payments, in line with Hackspace guidance to members and the Company’s Articles of Association respectively, are met
2. administer finances in accordance with the instructions set out in section 6 of this document, and in doing so:
- a. act in accordance with policies agreed with the Hackspace membership;
- b. report quarterly to the Hackspace membership on the state of the finances including:
- i. income by source, and expenditure by category, on a monthly basis;
- ii. the balance of any accounts held in the Company name; and
- iii. an estimate of the required reserve, balance of the current reserve, with a six-month forecast of the prospects for the reserve on the basis of trends in income and expenditure.
- c. report, without delay, any breaches of policies;
- d. file accounts in a timely fashion and in accordance with UK companies law.
3. provide the membership with a summary of discussion and actions arising from RMS Ltd. board meetings
4. act as a contracting entity on behalf of the Hackspace as requested, including, but not exclusively, for:
- a. The rental of property
- b. The supply of energy and water
- c. The disposal of waste
- d. The insurance of the Hackspace premises, its contents, and the liabilities of the Directors in their actions on behalf of the Company
- e. Any other reasonable operational costs required by the Company to carry out its duties including but not limited to software subscriptions and professional services.
5. ensure that purchasing decisions pay regard to the environmental impact of the production, use and disposal of the purchased items and/or services
6. maintain a register of significant assets (of a financial value in excess of £1000)
7. maintain security systems in line with the wishes of the membership and the requirements of the insurer, and ensure that only active members of the Hackspace are able to access the premises
8. act as Data Controller for all data required to support the administration and security of the Hackspace, developing policies and conducting impact assessments as required
9. report any changes to the composition of the Company board, and any changes to the Articles of Association, to the Hackspace membership without delay