Thread by @Unity_MoT

An interesting question has been posed today, one which I’ll endeavour to answer, although this will take several tweets.

In case you’re not aware of it, Barrister Sarah Phillimore (@SVPhillimore) has launched a crowdfunder with a view to bringing a defamation action against Good Law Project (GLP) founder and Executive Director Jolyon Maugham over remarks made online in relation to a seemingly vexatious complaint to the Bar Standards Board, which has previously been rejected on two separate occasions only now to be revived for a third time with the backing of GLP. /1

Contrary to the impression that may have been created by a recent post on the GLP’s account on Bluesky, @JK_Rowling is not personally threatening to sue Maugham – that’s mostly a figment of Maugham’s overblown ego – but I understand that Sarah either has or will apply for some financial support to a legal fighting fund set up by JKR to support protecting their sex-based rights.

Against that background, the question has been posed as to whether Maugham may be able to use the resources of the Good Law Project as may be implied by the text of the Bluesky post.

“JK Rowling is threatening to sue our founder Jo Maugham unless we back down. We look forward to seeing them in court.” /2

It should be noted that Sarah is not asking GLP to ‘back down’ in the sense of withdrawing either the complaint to the Bar Standards Board or its support for that complaint, nor is she proposing to sue GLP as a corporate entity. Rather her proposed action relates to comments Maugham posted to both his personal ‘X’ and Bluesky accounts that she considers to be both untrue and highly defamatory and has asked for their removal, an apology and a modest sum in damages to be paid to a registered charity, For Women Scotland, by way of settlement of her claim.

Nevertheless, in using the GLP’s corporate Bluesky account to post a video response to Sarah’s claim and making liberal use of ‘we’ in the accompanying text – ‘unless WE back down’ and ‘WE look forward…’, one can be easily forgiven for thinking that Maugham may be intending to use the GLP’s staff and financial resources to fight his own personal battle. /3

Understandably, therefore, the question of whether he can actually do that has arisen and the simple answer is yes, because while the Good Law Project may boast of having most, if not all, of the trappings of a conventional non-profit organisation the manner in which it is constituted is far from conventional to the extent that it is perhaps best described as a wholly-owned subsidiary of Jolyon Maugham. /4

What do I mean by 'most of the trappings'?

Well, if you go and have a quick mooch around the GLP’s web site you’ll discover that it has a Board of Directors, of which there are currently six, all of whom are offered a stipend of £3,500 a year for, presumably, rocking up to a handful meetings a year in order apply a rubber stamp to Maugham’s increasing erratic antics. Whether any of them have taken up the GLP on its kind off is unclear. Unlike registered charities, which are required to declare any payments or other benefits afforded to trustees in their annual accounts, even if this just for out of pocket expense, GLPs accounts do not include a separate line item for payments to its directors in its income and expenditure reports, so its unclear whether this means that the offer of payment has not been taken up or just that these payments are buried somewhere in the accounts as a general expense. /5

In case you’re wondering about the rationale behind these stipends, the GLP’s 2024 offers this explanation:

“They [directors] are offered a fee of £3,500 per annum. Good Law Project offers fees in relation to non-executive board roles in order to broaden the pool of individuals able and willing to apply for board positions, and to attract applicants from diverse backgrounds and lived experiences.”

Currently the ‘diverse backgrounds and lived experiences’ attracted by this stipend amount to a barrister, a professional fundraiser, the CEO of an AI start-up, a couple of management/strategy consultants and the director of an oyster fishery. /6

You’ll also find that the GLP is governed by a set of Articles of Association and they even provide a downloadable copy on their website to save you the bother of visiting the Companies House website. If you read the Articles of Association, and most people won’t even bother to download it, you’ll find that it has lots of rules, especially when it comes to the role and actions of – and even payments to - directors, all of which are essentially meaningless, as is the code of conduct, which you can download from the same page and the ‘asset lock’ which is written into the Articles of Association as clause 4 and which means something quite different from the ‘asset lock’ referred to on the GLP’s website as follows:

“We have an asset lock which means any profit goes back into the organisation – not to shareholders or members.” /7

Let’s break this down and the key thing you need to understand here is the nature and scope of the powers afforded to members – and only members – by GLPs Articles of Association.

GLP members have the power to admit other people to membership of the GLP, unless the membership falls to zero or there is only one member and they become unable to manage their own affairs on more than a temporary basis, in which case the directors get to admit new members.

GLPs members also have the exclusive power to appoint and remove directors, who don’t automatically become members on being appointed to the GLP’s board, they have to be admitted to membership separately and can act as a director while not being a member of the organisation. /8

GLP’s members are also afforded a reserve power which allows them to issue directions to the board by special resolution. Effectively any decision or action of the board can be overruled by the members as can any decision not to follow a particular course of action favoured by the members.

Finally, GLP’s members have the unfettered power to amend the Articles of Association, within the full scope of what is permissible for a limited company under the Companies Acts. This is why both the ‘asset lock’ clause in the Articles of Association and the clauses relating to limitations on private benefits and permitted benefits to members - which is what the GLP website mistakenly refers to as an 'asset lock' are essentially meaningless, because they can be not only amended but removed in their entirety by GLP’s members. /9

In charity governing documents, clauses which are essential to legal operation of the organisation as a charity, such as those which preclude private benefit to members by way of dividends, bonuses, etc. are usually covered by a lock-in clause which prevents the amendment or removal of those clauses and the lock-in clause itself.

In the case of a Community Interest Company (CIC) – and it appears that a model CIC set of articles have been used, with modifications, for the GLP’s own Articles of Association – removal of the asset lock is precluded by the regulations governing the registration and operation of CICs, obviating the need for a lock-in clause.

The Good Law Project is neither a registered charity or a CIC, so there is no legal or regulatory backstop should its members decide to dispense with the asset lock clause and the clauses relating to private benefit. /10

At this point I need to apologise for the misleading use of plurals in my description of the powers afforded to the GLP’s members because the GLP has, and has only ever had, only one member; the original subscriber to the Articles of Association, Mr Jolyon Toby Dennis Maugham. /11

Maugham, and only Maugham has the power to admit other people into membership of the Good Law Project and has, to date, shown no inclination to exercise that power whatsoever.

Maugham, and only Maugham, has the power to appoint and remove directors, which he can exercise at will.

Likewise, should the GLP’s board develop a mind of its own and decide on a course of action of which Maugham disapproves, or against one that Maugham wishes to follow, then he can simply exercise the members’ reserve power and countermand that decision with the stroke of a pen. /12

While I’ve no reason to doubt that any of GLPs current or past board members have conducted themselves less than diligently in carrying out duties as a director the fact remains that, in all practical terms, they are powerless, a board of puppets with no authority over the direction of the GLP and its activities.

A bunch of DINOs - Directors In Name Only.

Finally, Maugham, and only Maugham, can amend the GLP’s Articles of Association more or less at will, just by filing the requisite paperwork with Companies House.

So if, at any point, the asset lock clause, or any other clause in the current Articles of Association, proves to be an inconvenience it can be simply be removed.

As though he were the dragon Smaug, as voiced by EL Wisty, Maugham currently squats upon an annual income in excess of £4m a year and is accountable to no one. /13

In truth, there’s more than just a bit of self-fellatio of the ego behind Maugham’s public invocation of @JK_Rowling in this matter.

Ever the opportunist, Maugham would dearly like people to view him as the plucky underdog taking on a billionaire leviathan with near unlimited resources at her command and not for what he actually is...

...a hectoring egomaniac leveraging his unfettered control of a multi-million-pound organisation - one that’s funded almost entirely by public donations to the tune of £4.4 million in the year to January 2025 - to bully an ordinary family law barrister with an already twice rejected and defamatory regulatory complaint.

A linked to Sarah’s crowdfunder is to be found in the pinned post on her ‘X’ account - @SVPhillimore.

/end.

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