[D-Space] Moving forward

Paul Campbell paul at taniwha.com
Mon Dec 6 10:34:07 NZDT 2010


Yesterd after we looked at the space we went back to my place for coffee (some 
guy in a red suit and a broken down sleigh was blocking access to the down town 
cafes).

We talked about how to move forward - I think we have to make a decision on the 
space this week, sooner rather than later - we formed a committee of 3 because 
that's who was there we'll try and co-opt others (Aldo you volunteered right?) - 
we agreed we'd try and run things by consensus as much as possible and for the 
moment will continue to organise on this mailing list - think of it as an open 
meeting where everyone can contribute, once we get organised if we get too 
annoying doing this sort of stuff we can make a parallel open list.

While we're starting I think it's particularly important to be open and up front 
and get as many people involved in setting things up the right way

We talked about what sort of structure we would create - the thoughts were 
mostly around:

- forming an incorporated (limited liability) society
- forming a charity - to encourage donations of tools or money

we also decided I'll go down and open a bank account today (Monday).

Since then I've been looking at the issues around forming a charity - basically 
you have to get the IRD to buy in - there are two ways to start:

- form an incorporated society
- form a charitable trust

they're basically incompatible, you can't convert an incorporated society into a 
trust. The main differences between the two is that you need 15 members to form 
an incorporated society (there are currently 12 of us on this list) compared 
with 5 board members to form a trust - and a society has an advantage in that it 
can have a more traditional governance (a board and members) while a trust just 
has a board (no members).

There is a path that I think suits us - there's a provision in the "charitable 
trusts" act in which an unincorporated society (ie a just bunch of people) can 
convert into a charitable trust - for a large organisation where it doesn't make 
sense to have all the members on the trust board we can have the board of the 
society be "trustees for the general purposes of a society".

(ref: http://www.societies.govt.nz/cms/charitable-trusts/learn-about-charitable-
trusts/what-are-the-differences-between-incorporation-of-trustees-as-a-board-or-
of-a-society-as-a-board)

I propose that we:
- form a board and unincorporated society (basically a bank account) - we're 
doing this
- start soliciting members
- convert our assets into a charitable trust with the board of the incorporated 
society being the board of the trust - this board can be elected

Charity's have to meet some specific types of goals - we fall under the 
"educational" and "beneficial to society" clauses.

Forming any of these cost money - $100 in fees plus possibly a lawyer's fee - we 
need a trust deed - I've been researching similar organisations (there are a 
bunch of "mens sheds" charitable trusts - we may be able to simply copy one of 
those and make the appropriate changes - I don't know if copyright attaches to 
such public documents

(search for "mens shed" on http://www.societies.govt.nz/cms/customer-
support/learn-about-our-online-services/banner_template/SOCAGENT for some 
examples)

A name: we really need a name - I'm going to open a bank account for the 
"Dunedin Makerspace" but honestly that's boring ... I've thrown a silly idea on 
the wiki - please brainstorm and throw some others up there

We also talked about having a meeting of some sort this week - more of a general 
meeting rather than just a board meeting - when is good? tomorrow's a bit soon, 
Wed is DUNlug (shall we just go downstairs at the pub for a while? 7pm?) - 
Friday is probably a bit late (if we want to sign up the space) - what is good 
for people

	thanks

	Paul

PS: we're moving fast here - and trying to do it as openly and publicly as 
possible - so far no one's made any negative comments, which is actually quite 
scary (come on someone - tell me I'm full of crap! now rather than later) please 
speak up, express any reservations 


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