[kFW] Re: Request for comments: Incorporating Kendra Foundation...

[David Reibel <davidreibel@xxxxxxxxx>]

Daniel, the mem and arts look pretty straightforward.
They are drafted to give the maximum power and
flexibility to the Managing Director. You were advised
to put any restrictions in board resolutions, because
it's easier to change resolutions than the mem and
arts if you change your mind/direction. 

I'm not too familiar with how Kendra has been governed
thus far, but be prepared for feedback that this
structure creates a (benevolent) dictatorship! You are
essentially asking everyone to trust you, so your
integrity and credibility are on the line. That's why
you should be careful with proposed restrictions (such
as no income from sales). You need to be able to
consider other options if circumstances change (such
as no grant funding comes through). 

In any case, you have done well to keep the process
transparent, so people would not be able to complain
that they didn't know or didn't have a chance to
provide input. "At the end of the day," however, you
will still be able to do whatever you want. Try not to
abuse such awesome power! 

The only specific comments I have are on the Articles.
Do you anticipate having Directors outside the UK? If
so, Art.33 seems harsh - they should get noticed. If
e-mail or fax constitutes a "writing" under English
law (check with Olswang), then the notice provisions
(Arts.40-42) would not create any extra burden. If
not, then just modify the notice provisions to specify
that e-mail or fax is OK. Finally, Art.36 has a typo
in the first sentence: "two OR more Directors...." 

Until next time - David


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