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26.1 Power to Incorporate
The Community may resolve to incorporate as a Company Limited by Guarantee (CLG) or a Community Interest Company (CIC) under English law. This step is not required immediately but is anticipated as a possible future development as the Community grows, in order to provide limited liability protection for officers and members and to widen access to banking
and commercial arrangements.
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26.2 Member Resolution Required
Incorporation shall only proceed following approval by a two-thirds majority of valid votes cast by members at a General Meeting convened specifically for that purpose. The notice for
the meeting shall set out:
• The proposed legal form of the new entity (CLG or CIC);
• The proposed company name;
• A summary of the key differences between the current unincorporated structure and the proposed corporate structure;
• The proposed form of the Articles of Association for the new entity;
• Confirmation that the Founding Principles will be carried across as entrenched provisions in the new entity’s Articles, in accordance with Article 4.6;
• The intended effective date of incorporation.
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26.3 Transfer of Assets and Obligations
Upon incorporation, all assets, funds, contracts, domain registrations, platform accounts, and other property of the unincorporated association shall be transferred to the new company at
the earliest practicable opportunity. The Executive shall take all necessary steps to effect these transfers and shall confirm completion to members within 60 days of the date of
incorporation.
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26.4 Continuity of Membership
Existing members of the unincorporated association shall automatically become members of the new company upon incorporation. No re-joining process shall be required. Members’
joining dates, tier status, and voting eligibility history shall be carried across to the new entity. Members who do not wish to become members of the new company shall be given a reasonable period to opt out, following which they shall be deemed to have resigned their membership.
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26.5 Articles of Association
The Articles of Association of the new company shall follow the form of this Constitution as closely as the Companies Act 2006 and applicable law permit, and shall include:
• The Founding Principles as entrenched provisions, amendable only as provided in Article 4.6;
• Equivalent provisions for membership tiers, voting rights, executive governance, and community manager appointments;
• The Community’s not-for-profit and asset lock provisions;
• Equivalent dispute resolution and dissolution provisions;
• A provision confirming that the Articles are the successor document to this Constitution
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26.6 Legal Advice
Before proceeding with incorporation, the Executive shall obtain independent legal advice from a solicitor experienced in not-for-profit company structures to ensure that the Articles of
Association are properly drafted, the Founding Principles are adequately protected, and the transition is managed in compliance with applicable law. The cost of such advice is an acceptable use of Community funds under Article 5.3
