17 September 2017

Minutes of Directors' meeting

Agenda

Introductory matters

The Directors of RZZT CIC met online via Mumble on Sunday 17 September 2017 at 17:00 UTC±0.

Directors in attendance were:

  • Matthew Ferrero
  • Akhilesh Jamdar
  • Victor Rincones Rodriguez

Also present was Mozart Olbrycht-Palmer (the Company Secretary).

Quorum was satisfied in accordance with the Articles of Association.

Matthew was duly appointed chair of the meeting.

The Directors confirmed that the required period of notice for the meeting was met.

Confirmation of company formation details

The Company Secretary confirmed that:

  • the Company was registered as a community interest company in the United Kingdom on 7 September 2017;
  • copies of the formation documents are available from Companies House;
  • the Company Secretary received a physical copy of the certificate of incorporation on Friday 15 September 2017, and will keep it on file;
  • the registered office is located at International House, 776–778 Barking Road, Barking, London, E13 9PJ; and
  • all Directors and the Company Secretary have been validly appointed.

Conflicts of interest

The Directors declared that they had no conflicts of interest in relation to the Company or any matter on the meeting agenda, and were reminded by the Company Secretary to bring any such conflicts to the Directors’ attention as soon as possible if they should arise in the future.

Key filing dates

The Company Secretary informed the Directors that:

  • the accounts for the period 7 September 2017 to 30 September 2018 are due by 6 June 2019, and must be filed in physical form;
  • the confirmation statement for the period 7 September 2017 to 6 September 2018 is due by 20 September 2018 and can be completed online;
  • the Community Interest Company Report (Form CIC 34) is due in physical form with the accounts.

The Directors decided that the Company Secretary will maintain the Company’s accounts and be responsible for filing the accounts, confirmation statements and CIC Report.

The Company Secretary reminded the Directors that the CIC Report must be completed by the Directors, even though the Company Secretary is able to file it on their behalf.

Statutory registers

The Company Secretary reminded the Directors that the Company is required to maintain statutory registers containing information about the Company’s members, directors and company secretaries.

The Company Secretary raised the possibility of maintaining statutory registers via a specialist third-party, or maintaining registers on a secure, UK-accessible server. The Company Secretary informed the Directors that, in accordance with British companies law, the registers must be kept in a manner accessible from the Company’s registered office.

The Directors noted that:

  • the information currently kept in the registers had already been provided to the British Government;
  • the information currently kept in the registers is already, to some extent, on the public record;
  • regardless of whether the information is stored by a specialist third-party service or on a secure server, it would require trusting a third-party with the data; and
  • Inform Direct is a convenient and reputable service provider that can ensure the Company meets its legal requirements.

The Directors directed the Company Secretary to maintain the Company registers using Inform Direct.

Revenue and Customs registration

The Company Secretary informed the Directors that company tax registration with Her Majesty’s Revenue and Customs is required within three months of commencing business.

The Directors directed the Company Secretary to register the Company for company tax as soon as possible.

Financial matters

The Company Secretary acknowledged that there had been informal discussions about using the [Co-operative Bank] for banking, and brought attention to the issue of potential incompatibility with residency requirements.

The Directors decided that each Director would investigate options for banking in the United Kingdom and return to the issue at the next meeting.

The Directors acknowledged that although it is undesirable to use PayPal for storing funds, it is likely necessary to maintain a PayPal account for sending and receiving money.

The Directors directed the Company Secretary to set up a PayPal account on behalf of the Company.

Domain ownership and email addresses

The Directors directed the Company Secretary to arrange for the transfer of ownership of the domain ‘RZZT.io’ to Company control.

The Company Secretary raised the option of using Zoho as an email provider. Akhilesh was opposed to using Zoho from personal experienced. The Directors discussed self-managing email services, but decided against this due to the high costs and maintenance burden associated.

The Directors decided that each Director would investigate options for email providers and return to the issue at the next meeting.

Matthew left the meeting at 17:34 UTC±0. Quorum remained satisfied in accordance with the Articles of Association.

Branding

The Directors decided that the matter of Company branding will be returned to at the next meeting pending further discussion and design consideration.

Membership form

The Company Secretary presented a draft membership application form.

The Directors decided to adopt the proposed membership application form.

The Directors directed the Company Secretary to create a PDF version of the form which can be filled in, signed and returned by prospective members.

The Directors declined to set a date for the next meeting.

Close of meeting

The meeting was closed at 18:18 UTC±0.