Minutes of Directors' meeting

Agenda

• Introductory matters
• Previous meeting action items
• Hatch Enterprise
• General Meeting
• Appointment of Managing Director
• Statutory accounts and tax returns
• Action items
• Next meeting
• Close of meeting

Introductory matters

The Directors of RZZT CIC met online via IRC on Friday 12 April 2019 at 03:35 UTC±0.

Directors in attendance were:

• Mozart Olbrycht-Palmer
• Akhilesh Jamdar

Also present was Neal Wright (a member).

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.

Previous meeting action items

The Directors reviewed the action items from the previous meeting.

Mozart confirmed that he had emailed the Members regarding Matthew Ferrero’s resignation as a Director.

Akhilesh confirmed that he had completed and circulated an investigation into the email received by Hatch Enterprise.

Hatch Enterprise

The Directors noted that they had received an email from Hatch Enterprise CIC concerning a ‘peer accelaration programme’ to help community interest companies acces, inter alia, pro bono legal consulting, crowdfunding opportunities, funding opportunities and networking.

The Directors noted that Akhilesh had prepared a due diligence report on Hatch Enterprise for the Directors, which is summarised as follows:

• Hatch Enterprise (HE) is a registered charity.
• HE appears legitimate and has a consistent annual turnover.
• HE’s offering is intended for CICs that have been registered for between two and five years and have an annual turnover of at least £100,000.

The Directors noted that Akhilesh had observed or recommended the following:

• RZZT does not currently meet the requirements.
• The crowdfunding opportunities could be done without assistance.
• The fee of £950 per person enrolled in the programme would not be a wise investment.
• HE offers good networking opportunties.
• HE should be contacted for more information about funding.

The Directors declined to take further action on the matter at this time.

General meeting

The Directors noted that a general meeting would be held the following day.

The Directors confirmed that the required periods of notice had been given, and that a final reminder would be issued to the members via Slack.

Appointment of Managing Director

The Directors recalled that at the previous meeting they had decided to leave the decision of appointing the Managing Director to the members at the general meeting.

Mozart stated that the Articles of Association relating to members’ reserve power requires a special resolution to direct the Directors to take any particular action. If this was to be used to require the Directors to appoint a person as Managing Director, greater notice would have to be given in accordance with the requirements relating to special resolutions.

The Directors considered that amending the Instrument Establishing the Role of Managing Director (IERMD) to allow the Directors to delegate their power to appoint the Managing Director to the Members would obviate the need for an ordinary resolution.

The Directors resolved to amend section 2 of the IERMD to read:

(1) The Managing Director shall be appointed by the Directors after consultation with the Members.

(2) Notwithstanding subsection (1), the Directors may defer the decision to appoint the Managing Director to the Members.

(3) A decision made by the Members in accordance with subsection (2) shall be made by ordinary resolution.

Statutory accounts and tax returns

The Directors noted that Mozart had prepared the Company’s statutory accounts for its first accounting period, 7 September 2017 to 30 September 2018.

Mozart stated that he hoped to present the accounts to the members at the general meeting the following day, but was willing to provide additional time for Akhilesh to peruse the accounts before giving approval.

The Directors noted that the accounts would be used to complete the Company’s tax returns for 7 September 2017 to 6 September 2018 and 7–30 September 2018 because the accounting period covered more than 12 months.

Action items

• Mozart will issue a reminder to the members of the upcoming general meeting.
• Mozart will update the Instrument Establishing the Role of Managing Director.
• Akhilesh will review the Company’s statutory accounts.

Next meeting

The next meeting will be held on Friday 19 April 2019 at 03:00 UTC±0.

Close of meeting

The meeting was closed at 04:14 UTC±0.