29 March 2019

Minutes of Directors' meeting

Agenda

Introductory matters

The Directors of RZZT CIC met online via IRC on Friday 29 March 2019 at 02:00 UTC±0.

Directors in attendance were:

  • Mozart Olbrycht-Palmer
  • Akhilesh Jamdar (arrived late)

Also present was Neal Wright (a member).

Apologies were received from Matthew Ferrero.

Quorum was satisfied in accordance with the Articles of Association.

Mozart Olbrycht-Palmer was duly appointed chair of the meeting.

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

Lack of quorum

Mozart noted that the initial lack of quorum meant no decisions could be validly made at the meeting, but that he would be able to consider matters and have those deliberations minuted.

Previous meeting action items

Mozart noted that Matt had not updated the Trello board with details on the Company’s planned business model within 24 hours as promised at the previous meeting, and that it had been about 168 hours without any progress. He noted that development of a business plan is a priority, in accordance with the demands of the members, but that he had been prepared to wait to see what Matt had been working on to avoid doubling up on the work.

Mozart noted that he had worked with Neal, a member, to prepare a request for a general meeting and the special resolution necessary to give effect to the letter the Directors had received from the members.

General meeting

Mozart noted that the Directors had received a request for a general meeting to be held on 13 April 2019, and that the deadline for circulating the notice of that meeting is 30 March. Mozart noted that although Neal Wright, the member who had requested the meeting, had indicated he would the members’ unanimous consent to hold the meeting earlier than 13 April, that date remained the fallback in case agreement to an earlier date is not possible, and that to allow for the 14 day notice period, 30 March is the last day notice can be given for 13 April.

Mozart noted that he had circulated a proposal among the Directors to hold the general meeting on 13 April, but only he and Akhilesh had voted on that proposal, and it would require unanimous consent without a meeting. Mozart noted that the lack of attendance by theother Directors made it impossible to hold a vote at the meeting.

Mozart noted that the Directors do not appear to be bound by the date requested (13 April), but must, under section 304 of the Companies Act, give notice within 21 days of receiving the request, which would be on or shortly after 12 April. Mozart noted that a minimum of 14 days’ and a maximum of 28 days’ notice is required of the meeting, which would put the latest date the meeting can be held at approximately 10 May.

This matter was revisted later in the meeting.

Managing Director proposal

Mozart noted that he had drafted and circulated via Trello a proposed instrument for the role of Managing Director, as had been requested by three members in a letter to the Directors. Mozart noted that this had received feedback and amendments had been made accordingly, with only one provision in dispute, relating to a proposed requirement from Akhilesh that the Managing Director be a Director or member of the Company for at least six months prior to their appointment.

Mozart stated that he had wanted to discuss and negotiate a satisfactory outcome on the disputed provision, and expected to be able to vote on it at the current meeting.

Mozart stated he would attempt to circulate a vote by email after the meeting.

Mozart noted that if the Directors did not make progress, the members may be able to exercise their various powers to implement their request at the general meeting.

Submitting paperwork to Companies House

Mozart noted that this was completed at a cost of £14.77 (US $20.30), which included £10.00 labour, and included tracking and the requirement for a signature. It has been received by Companies House.

Discord to Slack

Mozart noted that the transition from Discord to Slack was completed easily and that Discord will no longer be used.

Akhilesh joined the meeting at 04:42 UTC±0.

General meeting revisited

The Directors decided to approve Neal Wright’s request for a general meeting to be held on Saturday 13 April 2019 at 06:00 UTC and notify the members on Saturday 30 March 2019 of that meeting, unless unanimous agreement is received from the members to the general meeting on a date earlier than 13 April.

Managing Director proposal revisited

The Directors decided to adopt the Instrument Establishing the Role of Managing Director (link to original LaTeX source).

Appointment of Managing Director

In accordance with the Instrument Establishing the Role of Managing Director, the Directors decided to propose to the members that Mozart Olbrycht-Palmer be appointed to the position of Managing Director, and receive the member’s opinions on that proposal.

Action items

  • Mozart will notify the members of the General Meeting in accordance with the Articles of Association and the Companies Act.
  • Mozart will implement decision to adopt Instrument Establishing the Role of Managing Director.
  • Mozart will notify the members of his proposed appointed as Managing Director.

Next meeting

The next meeting will be held on Friday 29 March 2019 at 02:00 UTC±0.

Close of meeting

The meeting was closed at 05:18 UTC±0.