Final Agenda for October 2011 board meeting Request from the company secretary for directors to waive their right to formal notice of this meeting 1. Approvals 1.1. September minutes (posted 30/9/11) 2. Proposals 2.1. The chair proposes that the company hold directors' meetings on the first Sunday of every month at 12:30pm 2.2. The company secretary proposes that the remit of the fundraising sc be: To provide reports, thank you letters and other feedback to donors as required To research potential sources of funding To recommend fundraising strategy to the board To carry out tasks necessary to pursue the fundraising strategy 2.3. The company secretary proposes that the remit of the publications/publicity sc be: To represent Autscape to external organisations as needed for publicity purposes To distribute documents to external bodies on behalf of Autscape To manage the process of publishing documents for external distribution To prompt content providers to supply the content needed for documents for external distribution To ensure consistent layout, style and error correction in the preparation of documents for external distribution 2.4. The company secretary (as amended by Debbie and Peter) proposes that research sc absorb the former wg-transport and that the remit of the research sc be: To identify potential venues, childcare providers and Autscape-provided transport options to make recommendations to the board To carry out other research requested by the board 2.5. The company secretary proposes that the board delegate to the chair the authority: 2.5.1. To make decisions on behalf of the company on matters within the remit of the role of chair on matters not reserved to the board. All such decisions must be reported to the board at the next board meeting or sooner. 2.5.2. To make urgent decisions on behalf of the company on matters reserved to the board in situations where it is not feasible to obtain a decision of the board in a timely manner. Such decisions should always be made in consultation with as many directors as possible and ratified by the full board as soon as possible thereafter. The chair should always seek to avoid situations arising in which it is necessary to use this authority and to make temporary or contingent commitments only whenever possible until a decision can be made by the full board. This authority may not be used to permit the chair to act in a manner contrary to prior decisions of the board. 2.5.3. To act as vice to any role in the event that both the postholder and vice postholder are incapacitated or otherwise unable to act on behalf of the company. 2.6. The company secretary proposes that the board delegate to the treasurer the authority: 2.6.1. To accept donations on behalf of Autscape unless doing so would involve any matters reserved to the board (e.g. reputational issues or conditions impacting on the company's independence) 2.6.2. To make payments on behalf of the company in accordance with the Bye-laws and existing finance policies 2.6.3. To make decisions on behalf of the company on matters within the remit of the role of treasurer on matters not reserved to the board. All such decisions must be reported to the board at the next board meeting or sooner. 2.7. The company secretary proposes that the board delegate to the company secretary the authority: 2.7.1. To act on behalf of the company to ensure the company's compliance with statutory or other legal or regulatory requirements, providing doing so does not involve matters reserved to the board under the Bye-laws. 2.7.2. To make decisions on behalf of the company on matters within the remit of the role of company secretary on matters not reserved to the board. All such decisions must be reported to the board at the next board meeting or sooner. 2.8. The company secretary proposes that the board delegate to the venue coordinator: 2.8.1. the sole authority to liaise with the venue on behalf of the company 2.8.2. the authority to make decisions on behalf of the company in matters within the remit of the role of venue coordinator on matters not reserved to the board. All such decisions must be reported to the board at the next board meeting or sooner. 2.9. The company secretary proposes that the board delegate to the programme coordinators the authority: 2.9.1. To liaise with presenters and other potential contributors to any aspect of the programme on behalf of the company 2.9.2. To make decisions on behalf of the company in matters within the remit of the role of programme coordinator on matters not reserved to the board. All such decisions must be reported to the board at the next board meeting or sooner. 2.10. The company secretary proposes that the board delegate to the web systems manager the authority to make changes to the website with the agreement of those parties responsible for that area (see Appendix A) 2.11. The company secretary proposes that the board delegate to the fundraising subcommittee the authority: 2.11.1. To liaise with donors/potential donors on behalf of Autscape 2.11.2. To make contractual arrangements on behalf of Autscape with third-party donation management agents with the approval of the treasurer and/or company secretary 2.11.3. To spend delegated funds on fundraising activities 2.12. The company secretary proposes that the board delegate to the publications/publicity subcommittee the authority: 2.12.1. To spend delegated funds for publicity or publication purposes 2.12.2. To approve documents, advertisements or other media forms for publication on behalf of the company, subject to legal clearance by the company secretary 2.13. Trish proposes that the board delegate Debbie as the additional person to read info@ emails. 3. Roles and responsibilities (additional candidates are welcome to state their interest before or during the meeting): 3.1. Venue Coordinator (Belsey Bridge). Candidates: Elaine 3.2. Vice Venue Coordinator. Candidates: 3.3. Vice Chair 3.4. Vice Treasurer 3.5. Registrar (Last year - Debbie) Candidates: 3.6. wg-purchasing coordinator 3.7. wg-transport coordinator 3.8. wg-tech coordinator* (*previously it has been suggested that the venue coordinator might consider this role, and also that the role of wg-tech should be discussed further) 4. Subcommittees 4.1. Sc-prog-form 4.2. Sc-prog-alt 4.3. Sc-fund 4.4. Sc-research 4.5. Sc-pub 5. Key position progress reports (matters not covered earlier) 5.1. Venue coordinator 5.2. Treasurer 5.3. Company Secretary 5.4. Chair 6. Any other business Appendix A For reference see 1.10 and 1.11 September 2011 In areas which fall under (a) Technical (including the implementation of areas under (b) and (c)) this would require the web systems manager to have the agreement of no-one In areas which fall under (b) Appearance, Navigation, Coordination of the creation and updating of substantial content other than that under (c), this would require the web systems manager to have the agreement of the chair or other representative of sc-pub In areas which fall under (c) Substantial content of organisation sections, administrative updating and correction, legal compliance and prompting review, this would require the web systems manager to have the agreement of the company secretary.