Final October Minutes Minutes of meeting of the Board of directors of The Autscape Organisation Meeting date: Sunday 2nd October 2011 Meeting time: 12.30pm BST Present: Elaine, Kalen, Martijn, Peter, Stephen, Trish, Yo Apologies and present for part of meeting: Debbie Following a request by the company secretary, directors waived their right to formal notice of this meeting. 1. Approvals 1.1. The board deferred the decision to approve the September minutes (posted 30/09/11) to the list. 2. Proposals 2.1. The board agreed that the company will hold directors' meetings on the first Sunday of every month at 12.30pm. (5 for, 2 against) 2.2. The board agreed 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 (7 for) 2.3. The board agreed 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 (7 for) 2.4. The board agreed that research sc should 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 and to make recommendations to the board to carry out other research requested by the board (7 for) 2.5. The board agreed that the chair be delegated 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. (7 for) 2.6. In response to a question the company secretary clarified that nothing in this authority should give the treasurer the power to act where a conflict of interest exists. There was some discussion regarding 2.6.1. as it was felt by one director that the board should always have to approve donations because of potential ethical issues. The chair suggested that these concerns should be further discussed on the list and further amendments proposed following such discussion if necessary. The board agreed that the treasurer be delegated the authority to: 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. (5 for, 1 against) 2.7. The board agreed that the company secretary be delegated 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. (7 for) 2.8. The board agreed that the venue coordinator be delegated: 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. (7 for) 2.9. The board agreed to 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. (7 for) 2.10. The board agreed that the web systems manager be delegated the authority to make changes to the website with the agreement of those parties responsible for that area (see Appendix A) (7 for) 2.11. The board agreed that the fundraising subcommittee be delegated 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 (7 for) 2.12. The board agreed to 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 (7 for) 2.13. The board agreed that Debbie be delegated as the additional person to read info@ emails. (7 for) Following discussion the company secretary agreed to draw up some guidance for people answering info@autscape.org emails. 3. Roles and responsibilities [Debbie entered the meeting.] 3.1. Venue coordinator (Belsey Bridge). Candidates: Elaine and Stephen There was some discussion regarding the possibility of having joint venue coordinators. However, the general view was that a venue coordinator and a vice was still the preferred option. Following a vote which resulted in a tie (3 votes for each candidate), the chair declined to use a casting vote due to a conflict of interest. The board then decided to elect Elaine and Stephen for both venue coordinator and vice position and to decide between themselves who would do what role and tasks and report back to the board. 3.2. Vice venue coordinator (see 3.1.) 3.3. Vice chair. Candidates: Trish and Martijn. Following some questioning of the candidates, Martijn was elected (6 Martijn, 0 Trish) 3.4. Vice Treasurer. Candidates: Stephen. Stephen was elected (6 for, 0 against) 3.5-3.8. The board agreed to defer these items until the next meeting (6 for, 0 against) 4. Subcommittees The web systems manager noted that the new email lists are not yet operational. Fundraising. The chair reported that she had received a donation of approx £200. Also she was following up an email received on the info@autscape.org address. Programme coordinator Autscape 2011 reported that she had sent thank yous to presenters, but hadn't got around to ones on the board but she could still do this. 5. Key position progress reports 5.1. Venue coordinator. No report made. 5.2. Treasurer. The treasurer reported that he had brought the accounts as up to date as he could, however he was missing at least two receipts - one for the printing and one for the licence for showing films. The amount accrued was a bit higher than expected due to underspends on various delegated budgets, and the amount was expected to be high anyway because the fees were set before we established the VAT exemption. He stated that this puts us in a good position for next year's more expensive venue. He also said he had not done the bank form yet, though it is filled in and waiting to be sent round the signatories. He queried whether it was acceptable to keep the proposed list of signatories from last year (Stephen, himself, Yo, Kalen) and the company secretary said it was. 5.3. Company Secretary. The company secretary said she was working to complete the delegated authorities and to make a single record of them available to the board for reference. She was also working on streamlining the minutes process and hoped to get to the annual report, the files and several other urgent things soon. 5.4. Chair. The chair had nothing to report. 6. Any other business Peter reported results from the registration system on how people heard about Autscape: 20 - Word of mouth 12 - Internet search 8 - Asperger United 3 - Communication Magazine 1 - Autscape publicity poster 25 - Other (includes twitter, forums, mailing lists) Meeting closed at 14.43 BST 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.