[kFW] Request for comments: draft memorandum and articles of association for Kendra Foundation...

[Daniel Harris <daniel@xxxxxxxxxxxxx>]

Hi there All,

I've got back a set of draft memorandum and articles of association for 
Kendra Foundation from Olswang. If you can spare the time and are 
conversant with such company/legal matters it would be great to get 
feed back on the drafts from you as soon as possible. You can find them 
here:
http://www.kendra.org.uk/documents/olswang-1309845-1.rtf

My main concern when setting up Kendra Foundation is that I don't want 
to restrict myself or the company from best serving Kendra Initiative 
as I see fit now and in the future. I pretty happy now, after much 
discussions, that things can remain flexible.

It's been suggested that I don't put company rules into the M&As but 
state them in a board meeting. Things that I want to have as rules are:

- Income will be derived solely from grants and sponsorship. No 
services will be provided by Kendra Foundation in exchange for cash. 
Kendra Foundation will not be able to sell services or products or 
anything else.

- Financial accounts will be open to public scrutiny on the website and 
will never be more than 1 month out of date and hopefully be in real 
time.

- All documents need to be in digital form so that they can be viewed 
on the web. At least scanned to a graphics format if not in text format.

- Kendra Foundation exists to provide organisational, legal, and 
infrastructure framework for Kendra Initiative. Kendra Foundation 
ensures that Kendra Initiative trials continue to exist beyond the 
participation of interested organisations and individual volunteers; 
enables contributions of intellectual property and funds on a sound 
basis; provides a vehicle for limiting legal exposure while 
participating in the trials and contributing to software projects; and 
assists with the coordination of marketing efforts, meetings and 
conferences.

- Kendra Foundation provides hosting for Kendra Initiative's website 
and develops web/email tools to facilitate the collaborative design 
process, between Kendra Initiative participants, necessary to create 
the Kendra system. These tools will also be made available to the 
Internet community at no cost.

- Kendra Foundation is not a funding body. Kendra Foundation will 
partner with individuals and groups of individuals and companies and 
consortia of companies to seek out funding from private and public 
sources on a global level. Kendra Foundation will not directly fund 
projects but may hire consultants.

- I need to be able to change the memorandum and articles of 
association once the company is registered.

Basically, I want to run Kendra Foundation as if it was my own 
commercial company. I'll be managing director. I want to be able to 
hire staff and spend money as I see fit in order for Kendra Foundation 
to fulfill its role. The reason for it being non-profit is so that 
people can be assured that I won't be building up any intellectual 
property in order to sell it and make a big fat profit. Hopefully, 
that's not possible with a company limited by guarantee. Hopefully, 
this will make it easier to get funding from organisations, commercial, 
non-commercial and governmental.

I aim to register the company in the next few weeks. I'll then set up 
the bank account with The Cooperative Bank. I'm donating 5K into the 
pot to cover legal costs and for future stuff.

Early in the new year I'm going to hire a developer. Between now and 
then I'm going to increase my search for funding. At a minimum I need 
to cover 2 people's wages (them and me) and managed server. That said 
if funding is not forthcoming I'll loan Kendra Foundation enough to pay 
for 6 months developer wages. My feeling is that with 6 months of solid 
development Kendra Foundation will produce something startling enough 
to get real funding through the door. Considering the current Kendra 
website has had less than a month's development I reckon that something 
startling could come of 6.

Also, between now and the hiring of a developer I'll be writing a plan 
for Kendra Foundation. If you have any requirements for the design 
tools then let me know.

Please send your comments to the kFW list and not to me directly. I'll 
only ask you to send them to the list. Remember, this is all about 
sharing information and collaborating to build Kendra System!

Any comments are most appreciated including "stop pussy footing around 
and get on with it!" ;-)

Cheers Daniel