Governance

[carwyn]

It is important that we know where we stand legally when it comes to governance structure and legal liability. Currently North Wales Tech is an Unincorporated Association. This means that members are generally personally liable, however there are times when the management committee (in our case organizers) would be personally liable for group actions (e.g. whoever booked the room). The following are good summaries of the available options:

http://www.resourcecentre.org.uk/information/legal-structures-for-community-and-voluntary-groups/

http://www.resourcecentre.org.uk/information/legal-structures-for-not-for-profit-organisations/

It would be prudent for us to at the very least draft a constitution and should we want to raise funds the next step is a Charitable Unincorporated Association. At this point we can raise up to £5,000 before needing to register with the charities commission. If we do go down this route electing a Chair, Secretary and Treasurer would be a good move.

Longer term there are various options open to us should we end up there but for now we just need to understand where we stand.

I think it's worth considering the Charitable Unincorporated Association should we want to apply for grants on behalf of NWTech, all this needs is a constitution based on the "model constitution for small charities" or "Model constitution for an unincorporated charity" here:

https://www.gov.uk/government/publications/setting-up-a-charity-model-governing-documents

A Charitable Trust is another interesting one, it would be a separate entity with a group of trustees but would allow management of assets without becoming a full blown charity (e.g. kit).

All the above are fairly simply and easy but liability is still entirely personal. To limit liability or enter contracts would require incorporation or registration as a full charity.

[carwyn]

This is useful information on constitutions:

http://www.resourcecentre.org.uk/information/constitutions/

So we are currently an Unincorporated Association with no committee, which is ok, but a constitution would be a good idea. We might a committee at some point too to make and account for decisions, not sure we're at that point yet or if we will ever need one, but it might happen.

[carwyn]

@davehun @robshep @Tsany sound right to you? i.e. we're a bit like a bridge/badminton club?

[carwyn]

There are a number of reasons to do something about this now as people starting to use their membership of NWT on CVs. There are also a stream of influential invitations and opportunities presenting themselves, many of them with funding possibilities attached.

[anorakgirl]

I'm def keen to be involved, seems like you are doing a lot for NWT at the mo. I'm good at being delegated too :)

[carwyn]

I think it's worth looking at the structures of various OSS projects when thinking about this. Perhaps a hybrid democracy and meritocracy? This would need to be part of a constitution. Without resolving this all any of us can do is advocacy for what we do.

Some examples of community structures:

Debian Constitution - https://www.debian.org/devel/constitution

Gnome Foundation - all contributors get voting right to elect the annual board of directors:

• https://www.gnome.org/foundation/membership/apply/
• https://www.gnome.org/foundation/

Apache Foundation - https://www.apache.org/foundation/

Mozilla Foundtation - https://www.mozilla.org/en-US/foundation/about/

Python Software Foundation - https://www.python.org/psf/members/

[jonbullock]

I'm happy to be involved and help out too.

[robshep]

Thanks for all the research and focus Carwyn.

My vote is make it as simple as it can possibly be. Having not much time to contribute at present I'd rather free up an evening to attend an event rather than YACM (Yet Another Committee Meeting)

I've witnessed one well meaning community group get swallowed up in charity incorporation; their first fundraiser was to raise funds to meet their statutory obligations (paying an accountant) which failed to meet its target. Therefore, very keen to go light!

I would like to explore if it's possible to wriggle out of any liability. Kind of like the no-license public domain approach. The administration here might just be a register of members who have signed a waiver to accept all personal liability. Venues etc will all have their own public liability insurance, so for us it's more like professional indemnity. A waiver keeps it simple and those who don't accept full personal responsibility are not permitted to attend. This seems a bit harsh, and I've no idea if it's a legally adoptable stance, but keeps NWT free of insurances etc.

Brand usage might be solved also with the register of members signing up to an AUP of NWT resources.

As far as a model goes - Is there a slightly more transparent alternative to the notion of "Don't be a dick"?

I guess the difficulty comes in working out who has the authority to say who has or hasn't "been a dick" and what exactly "being a dick" means.

The Python PSF seems OK. We might map as follows:

Basic Member: attending, a member on Meetup.com Contributing Member: talk or presentation, organising, admin, negotiating with 3rd parties & press etc Supporting Member: Local councils, S2 Recruitment etc who have funded our mission. Managing Member: somebody who has put in a decent amount of time for NWT - possibly by nomination from existing managing members. Fellow: Carwyn.

Then, everybody who is a member - apart from Basic Members get one vote to vote on ${stuff}

What that stuff is to vote - i've no idea, but it might clarify who's who.

It's also important to have automatic downgrades. I.e. an upgrade isn't an upgrade for life. E.g. BM=(registered with M'up.com) then CM=1y, SM=1y, MM=3y,F=infinite

Rob

[robshep]

Happy to meet up in Meat Space at some point

[carwyn]

I'm with @robshep on this to a large degree, especially lightness. Where I think it becomes interesting is in relation to the funding relating activities and opinion bearing activities that have presented themselves. For example:

• Going on BBC Wales.
• Talking at the Leader LAG
• Interactions with councils and WG.

The other is in getting hold of resources that are available only to legal entities (e.g. github private repos, google apps, etc). I'm unsure if it's best to pursue these as NWT of for some of us interested in this aspect to spin off something else.

To give you a concrete example of what I mean have a look at http://www.liverpoolgirlgeeks.co.uk/ (LGG)

They are now CIC drawing in funds to run activities in and around Liverpool. There is a definite opportunity to do the same in North Wales with various groups willing to throw funds at this.

Have a look at this for example of what LGG managed: http://www.liverpoolgirlgeeks.co.uk/partners/

Personally I'm very interested in this aspect. Similarly there's a very rich scope for interaction with http://www.arloesigwyneddwledig.com/ and Cyd Ynni and many others in the area. Partneriaeth Ogwen, Cyd Ynni, the Pay as You Feel Cafe and Y Festri are all interesting examples that we could join.

Two projects I'd like to get involved with for example are:

• Looking at creating or fostering creative community spaces (mini makerspaces).
• Bringing a Makefest to North Wales (Ideally alongside Sci-Fi wales).

We have significant leads on both these fronts, both with potential funding. There's far more potential in these with a community interaction over individual interactions, as seen with LGG, DoES Liverpool etc.

It may well be that this should be another affiliated entity though for those interested.

[carwyn]

I should also add that I think a lot of the "decision making" can be done without meat space meetings. I think the main bit we might need is just a constitution and role definition with some mechanism of electing and demoting.

[davehun]

indeed I guess the decision we need to make is 1) where are we going what is our aim! 2) do we want to apply for funding etc or are we happy to say no

On 16 Feb 2017, at 15:50, Carwyn Edwards notifications@github.com wrote:

I'm with @robshep https://github.com/robshep on this to a large degree, especially lightness. Where I think it becomes interesting is in relation to the funding relating activities and opinion bearing activities that have presented themselves. For example:

Going on BBC Wales. Talking at the Leader LAG Interactions with councils and WG. The other is in getting hold of resources that are available only to legal entities (e.g. github private repos, google apps, etc). I'm unsure if it's best to pursue these as NWT of for some of us interested in this aspect to spin off something else.

To give you a concrete example of what I mean have a look at http://www.liverpoolgirlgeeks.co.uk/ http://www.liverpoolgirlgeeks.co.uk/ (LGG)

They are now CIC drawing in funds to run activities in and around Liverpool. There is a definite opportunity to do the same in North Wales with various groups willing to throw funds at this.

Have a look at this for example of what LGG managed: http://www.liverpoolgirlgeeks.co.uk/partners/ http://www.liverpoolgirlgeeks.co.uk/partners/ Personally I'm very interested in this aspect. Similarly there's a very rich scope for interaction with http://www.arloesigwyneddwledig.com/ http://www.arloesigwyneddwledig.com/ and Cyd Ynni and many others in the area. Partneriaeth Ogwen, Cyd Ynni, the Pay as You Feel Cafe and Y Festri are all interesting examples that we could join.

Two projects I'd like to get involved with for example are:

Looking at creating or fostering creative community spaces (mini makerspaces). Bringing a Makefest to North Wales (Ideally alongside Sci-Fi wales). We have significant leads on both these fronts, both with potential funding. There's far more potential in these with a community interaction over individual interactions, as seen with LGG, DoES Liverpool etc.

It may well be that this should be another affiliated entity though for those interested.

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[carwyn]

An interesting contrast to Liverpool Girl Geeks, the Manchester group seem to have kept things much lighter: https://manchestergirlgeeks.com/about/

[carwyn]

Initial attempt at a constitution here:

https://github.com/NorthWalesTech/NorthWalesTech/blob/master/constitution.md

[tamslinn]

Looks good Carwyn!

• I think the aims look great, I can't think of anything to add. Perhaps the last one could be along the lines of "To support members of the community in promoting technical skills and awareness in the wider community."
• Do we need more detail of how we intend to achieve the aims or is that not something for a constitution? I need to read up more on constitutions....
• Members - how about just using Meetup as the members list? Seems like more admin to have to cross reference to facebook too. (also Is it a requirement to contact people to confirm they have lapsed membership, if we state the member ship rules in the constitution?)
• Quorum for AGM might be difficult to achieve - there's over 300 members on Meetup who have visited (the group page?) in the last 12 months. Is getting 30 for an AGM likely? I guess that's where electronic voting comes in?
• Meetings - need to make sure we don't commit to too many meetings! I guess need more clarity on what will go on at each meeting type before confirming min frequency?

[tamslinn]

Are you aiming at Unincorporated Association or Charitable Unincorporated Association btw? I need to read up on all this stuff...

[carwyn]

It's literally a minimally edited version of the sample here, deliberately not edited much for an initial commit:

http://www.resourcecentre.org.uk/information/constitutions/

I think meetup alone would be better yes. It has some features to help detect idle accounts. I don't think we need to explain much about how we might do things, more the decision making and book keeping.

The debian and Python Foundation examples above are good to refer to as well. More from the OSS world and battle tested.

I need to check if charitable means registration with Charities Commission. That would imply trustees which doesn't make sense for a UA.

[carwyn]

[carwyn]

Be aware that there's a mismatch between US 501(c) non profits and UK charitable status. There are 29 types of 501(c) but far fewer charity types. Most US companies that offer freebies to non profits (e.g. Google) only accept charity status in the UK while any 501(c) will do. Some of the 501(c) variants have less overhead that UK charities.

[tamslinn]

A "charitable unincorporated association" (not a charitable trust) has the following about registering: If your income is under £5,000 you don’t need to register with any external organisation. If your income is under £25,000 the reports to the Charity Commission aren’t too long or difficult to prepare, and don’t require that you have your accounts independently examined.

It depends if our "aims are legally charitable and it can demonstrate that its work is for public benefit."

[carwyn]

Some funding streams can only give to charities, others can't touch them. The PAYF Cafe in Bethesda is a pairing of a Charitable Trust and a CIC to deal with this. Incorporation introduces organisational liability protection (via insurance) vs personal liability with a UA or CUA.

[robshep]

A good stab Carwyn, thank you.

A long winded and laboured point, but probably worth mentioning....

Of the other Charities i'm involved in, there is a difference between "Voting Members" and people who just turn up in an ad-hoc fashion.

Having official membership merely based on being a member of facebook and/or meetup can just bloat to a bottom heavy list of apathetic "members" who we might struggle to call into to action, when voting quorums are needed etc.

I might suggest an annual membership that involves a small amount of effort ensuring the list of "voting" members can be well maintained. Otherwise auto-meh!

I like these membership levels taken from the python PSF

Contributing / managing members support the PSF's mission by actively engaging in bringing Python forward Supporting members support the PSF by paying a yearly membership fee Basic members show their support for Python by signing up to the PSF

An idea for adapting it for NWT:

Contributing / managing members support the NWT's mission by actively engaging in NWTs aims. (attained by being a speaker/organiser/promoter/champion/advocate/sponsor, lasts 24 months) Supporting members support NWT by (paying a yearly membership fee or something trivial) and have voting rights. (lasts 12 months) Basic members show their support for NWT by attending events and/or participating in the online NWT community such as the facebook group. (last as long as part of MU/FB)

Then we can advertise we have X-hundred members which still just means any/all of the above, until it comes to requiring some distinction for voting/mgmt purposes.

R

[carwyn]

Absolutely agree that we need a tiered membership where contribution is needed for voting rights. The graphs on meetup show this well, there may be close to 400 members but at most 150 have been active at any one time. When we are quiet this drops to 50.

A few people on twitter a few months back mentioned http://bcorporation.uk/ too when I was asking about non profits that were not charities.

[davehun]

suggestions 1 source of membership and that list that is meetup. Tiered approach makes sense. I would also like to allow under 16's if accompanied by parent / guardian. Could we use github for management group. Any commitee member not responding for more than 6 months is automatically resigned

[carwyn]

Interesting: https://openbadges.org/

[carwyn]

This is also interesting, ESTnet have levels of membership already:

http://www.estnet.uk.net/join-us/membership-categories-benefits/

[carwyn]

Aha: https://colony.io/

[carwyn]

I think this article is very important to consider in relation to the governance question:

The surest way to change society is not by volunteering... it is by creating jobs (Guardian)

There have been many opportunities to go after funding to deliver projects in the last two years, from specific one of trials to delivering training to bespoke apps. Many of these are too big for individual freelancers to go for without more support. I think in 2018 we will have the AGM and there may be a good case for a spin off to take on some of these ideas too.

[carwyn]

I'm interested in forming a Limited Liability Partnership (LLP) or possibly a Cooperative to take on projects. Probably independently to NWT.

[robshep]

Either Me or DataCymru Ltd would be interested in joining you.

Rob

Rob Shepherd BEng PhD Director / Senior Engineer - DataCymru Ltd m: 07596154845 e: rs@datacymru.netmailto:rs@datacymru.net

On 12 Jan 2018, at 14:31, Carwyn Edwards notifications@github.com<mailto:notifications@github.com> wrote:

I'm interested in forming a Limited Liability Partnership (LLP) or possibly a Cooperative to take on projects. Probably independently to NWT.

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[carwyn]

I think talking to Jo and Indycube.community (a coop) may be beneficial here too.

Members could be sole traders or companies. I'm half wondering if NWT should be a co-op. Don't understand them enough yet.

[carwyn]

Been looking more at this since doing the Financial Conduct Authority (FCA) returns for the Cyd Ynni Coop (@lukepfarrar and I are directors now). That part isn't really that hard other than getting audited accounts. The tricky bit will be the governance rules within the coop. I do think that it would be a subset of NWT that would be up for this, perhaps with some supporting company members too. The bit that really appeals to me is de-risking tech startups.

The following are two collections of tech sector coops, one in the US and one in the UK:

https://www.coops.tech/ https://www.techworker.coop/

More here: https://github.com/hng/tech-coops

The latter has a guide on what to consider in relation to this:

https://www.techworker.coop/sites/default/files/TechCoopHOWTO.pdf

The aspect not mentioned that I'm particularly interested in is adding a VC-like funding pot along with mentoring to support startups. Certain types of coops in France and Canada do this with basic income style support for pre-formation ventures. Energy Local's plans for UK wide projects may also be a coop cluster with knowledge transfer between coops. Indycube coop has some similarities, but is very much focused on individuals not companies. Many of the project opportunities that have come up are way too big for individuals, e.g. the BEIS funded Demand Side Regulation smart energy project.

This all relates to why I requested that the Digital Festival included the panel I'm chairing on Rural vs Urban entrepreneurial support, to learn more about what models might work here. Innovation Point have generally been supportive, if a bit far away, not least in making Elidir one of their Digital Dozen and enabling representation from North Wales at the Digital Festival; two last year and five this year. (disclosure: I'm on four panels this year, chair on three of them. I've been assisting the programme organiser on and off for a few months in return for food and board during the event).

My interaction with ESTnet is also related to this, a fair few NWT members work for companies that are ESTnet members (Elidir, Cyberlamb, Futurium, Feranti, Animated Technologies). As the largest software and electronics industry association in Wales seems appropriate to explore collaboration here. This idea does seem to be grating with some members though, which is why we need to clarify the NWT representation and decision making process. There are other organisational relationships to clarify too like the one with Bangor Uni, S2, Menter Mon, Business Wales, Town Sq Spaces, M-Sparc, Indycube and many others, not least the local authorities and Welsh Government.

ESTnet have asked me to be their new North Wales regional manager replacing Idris Price (disclosure: I'll be working freelance for some of this work). The access to large tech companies at the board room level that this enables is very significant, this could be very beneficial to the NWT community. A top down approach to complement to the grass roots nature of NWT. ESTnet have held back on a full press release of any formal collaboration with NWT though until a proper NWT committee decision is made. They very carefully worded what they said at the Welsh Technology Awards upon request. Some of the attendee tweets misrepresented this though.

It's challenging defending on the fly decisions about interactions that are genuinely sought to further the cause for the tech sector in North Wales. Delineation between which interactions are with me and which are which are with NWT is also hard work. This is not sustainable and a committee with due process is the answer. To give you an idea of the workload I average around an NWT advocacy meeting a week (usually lunchtimes), with around a day a week (evenings, weekends, or days off) dedicated to something or other related to NWT. This might be event planning or relationship building.

There are some hints of discontent in the community (inevitable), especially around how opportunities that come to NWT are disseminated. I try to share these out as much as possible and have yet to receive a penny for anything I've been involved in. A typical scenario would be:

• Organisation X contacts me about opportunity Y.
• I tell organisation X to post it on Twitter and Facebook and we'll share it.
• Organisation X asks me if I can post it, if I have time I do.
• If I don't have time they ask again .. and again.
• I give up and tell them to speak to person A.
• Person B hears about how person A got the opportunity and complains.

The above is generally why I think a coop may be the only viable structure for funded interactions. The social side I'd suggest stays as an unincorporated association with constitution.

[carwyn]

Jo has suggested we meet with Social Business Wales to discuss this. I've bumped into Simon Jones from the Wales Co-operative Centre a few times in the last few months too and he was keen to help too as is Richard Fraser-Williams from Business Wales. Mark Hooper from Indycube and Gareth Jones from Town Square Spaces (Business Wales Enterprise Hub Wrexham) have both said they would be up for advising too. Menter Mon may even be able to help more directly, I've spoken to Dafydd Gruffydd about this recently.

One or two serious investors are showing an interest too (possibly around £1million). A number of organisations have made inquiries about supporting their bids for the other North Wales Enterprise Hub (£1million a year). My opinion on this is that NWT should probably not favour any of them as we need to work with whoever wins, i.e. agnostic and apolitical in every respect and happy to work with anyone that supports the tech sector in the area. Will never be able to please everyone.

I always said that one of the success indicators for NWT, much like OSS projects (which I've heavily based my approach on) would be successful forking of collaborative and competitive groups. Chester Devs sees this a few times a year these days. Interestingly Chester Devs is run largely as a benevolent dictatorship. Arguably this is what I've been doing so far, largely to get things done in limited time.

With the stakes now much higher, with multiple visible members with many hats on that overlap with NWT in blurry ways, especially when there is financial compensation involved, it's time to sort this out.

[davehun]

Fundamentally we need to decide what we want NWT tech to be and whats its not to be. An entirely separate $org to do paid work seems sensible in many ways allow NWT to remain focused on doing fun things and to allow a degree of isolation. Given a purpose the next set of things to do will maybe be more obvious. At the moment the one that sticks out is liability for training / events followed by some kind of mechanism for holding money.

[carwyn]

Worth noting that currently this lot are all sister organisations under the Wales Industry Forum (http://www.industrywales.com/) funded under the same package from WG (a different one to Innovation Point). All also fee collecting membership based industry associations.

• Aerospace Wales (http://www.aerospacewalesforum.com/)
• Welsh Automotive Forum (http://www.welshautomotiveforum.co.uk/)
• ESTnet (http://www.estnet.uk.net/)

In terms of sector specific lobbying, these are arguably the intended vehicles. Much of what I've been doing has been advocacy focused on the promotion and raising awareness of the tech sector in North Wales, stopping short of explicit lobbying (or at least trying my best). Campaigning, such as the mobile phone reception in Parc Menai, I think may cross this divide, especially if there's association with any political party. This example is complex as our MP is certainly a valid route, but they also get credit associated with their party. Another lobbying related example is when one of our members was almost deported. These are good examples to consider when thinking about the scope of NWT.

A potential issue with membership, especially fee based, lobbying organisations is that they will understandably favour their members over the wider sector ecosystem. They need to be sustainable after all.

Q: Should NWT be an advocacy and/or lobbying organisation or leave it to the industry associations?

I doubt this is black and white.

[carwyn]

I keep losing this link so posting it here. A Platform for tracking and approving finances for open organisations:

https://opencollective.com/

[carwyn]

Adrian from DoES pointed me at this one: http://www.oneclickorgs.com/

Other possibly relevant things: https://www.scuttlebutt.nz/ and https://www.loomio.org/

[davehun]

one click looks interesting.

On 2 July 2018 at 22:58, Carwyn Edwards notifications@github.com wrote:

Adrian from DoES pointed me at this one: http://www.oneclickorgs.com/

Other possibly relevant things: https://www.scuttlebutt.nz/ and https://www.loomio.org/

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[carwyn]

This thread is worth a browse from the python-committers list: Transfer of power

As is the HN thread in response to the news: https://news.ycombinator.com/item?id=17515492