[foundation-board] Charitable Incorporation follow-up from September Board meeting

Mon Oct 5 13:29:39 UTC 2015

Fine by me! But agree Helen’s take is key on this.
K

From: foundation-board [mailto:foundation-board-bounces at lists.okfn.org] On Behalf Of Rufus Pollock
Sent: 05 October 2015 13:17
To: OKF List <foundation-board at lists.okfn.org>; Helen Turvey (King) <helen.turvey at shuttleworthfoundation.org>
Subject: [foundation-board] Charitable Incorporation follow-up from September Board meeting

The expert we consulted re charitable designation has confirm our approach is a sound one:

- seeking charitable status (in the UK) is largely orthogonal to legal structure
- the legal structure we have (company limited by guarantee) is the right one

Given this I:

a) assume that the conditional approval given in the board meeting to proceed with charitable work is now fully approved
b) will move on this effective immediately

Please say if you have any concerns. @helen: it would be great if you could confirm you are happy with the outcome as I know you were the one especially flagging this in the meeting.

Regards,

Rufus

At Board meeting on 9th September Board indicated consulting re our charitable incorporation plans with an expert Justin Greig (suggested by Helen Turvey).

We conducted two calls with Justin. These were very useful - beyond our specific remit too - and so big thanks to Helen for arranging this.

 Key points:

·        Charitable designation in the UK seems most sensible (vs e.g. 501(c)3) - assuming we want to pursue that designation

o   Various things to think about e.g. the need to very strict on purposes

·        Charitable designation and legal vehicle are orthogonal

·        Legal vehicle: should be company limited by guarantee (which we are already)

·        Cannot have any commercial activity

     *   So commercial activity must move to a for-profit subsidiary

He also provided some useful thoughts about the "costs" of being a charity:

·        Far more rigorous re purposes: as trustees you have to check that  activities comply with our purpose. You have to be meticulous - trustees are personally responsible

o   As a company limited by guarantee you can pretty much do anything

o   One possibility is to incorporate a subsidiary and perform work through that if needed

·        Accounting has to be done properly, acceptable to charity commissioner. Not a big deal as you already have this generally

·        Have to have audited accounts. Slightly stricter / slightly different. Already do this basically. Cost effect is relatively minor.

·        Governance

o   Want to spell out your governance very clearly

  *   Same set of staff can administer the charity and the subsidiaries

--

Rufus Pollock

Founder and President | skype: rufuspollock | @rufuspollock<https://twitter.com/rufuspollock>

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