Agenda for October 2012 board meeting Meeting to be held at 2pm on Sunday 21st October at irc.starlink-irc.org #autscape Attendance Apologies 1. Request from the company secretary for directors to waive their right to formal notice of this meeting 2. Proposals 2.1. Underwriting. To apply the funds from a cancelled place to the cost of failing to achieve the minimum booking at Autscape 2012 first and only to Autscape’s funds if funds remain (see Appendix A) 2.2. Signatories 2.2.1. To decide on at least one new signatory for the Autscape bank accounts 2.2.2. To remove Peter and Kalen as signatories (see Appendix B) 2.3. Company Secretary. To review the performance of the current company secretary and consider whether to renew the current appointment (see Appendix C) 2.4. Independent Examination. Not to have Autscape’s accounts subjected to an independent examination henceforth (unless it becomes legally necessary) (see Appendix D) 2.5. Use of PayPal. To stop charging a surcharge for PayPal payments and adopt PayPal as the preferred payment method for participant registration and ask the IT systems manager and interim treasurer to make the necessary changes to the registration system. (see Appendix E) 2.6. Corporation tax return. To ask the accountants to file Autscape’s corporation tax return on our behalf in future and ask the interim treasurer to arrange this (see Appendix F) 3. Follow-ups 3.1. Venue booking (Elaine) 3.2. Director recruitment (Yo) 3.3. Chat/experience/plan and info@ moderation, reading etc. (Trish) 3.4. Purchase/transfer of autscape domains (Martijn) 3.5. Draft chat list guidance (Martijn) 4. Roles and responsibilities (additional candidates are welcome to state their interest before or during the meeting) to take effect immediately. Reminder that it may be possible to appoint non-directors to some roles: 4.1. 2012-2013 Venue Coordinator (Last year – Stephen/Elaine) Candidates: 4.2. 2012-2013 Programme Coordinator (Last year – Kalen (formal), Trish (alternative) Candidates: 4.3. 2012-2013 Registrar (Last year: Debbie) Candidates: 4.4. Subcommittee chairs (those not automatically associated with posts above): 4.4.1. Research 4.4.2. Fundraising 4.4.3. Publications and publicity 5. Key position progress reports (matters not covered earlier) 5.1. IT systems manager (website updating, registration system, training needs) 5.2. Interim Treasurer (actions taken under delegated authority, handover progress, training needs, contact with bank/accountants, anything else) 5.3. Company Secretary (actions taken under delegated authority, outstanding issues) 5.4. Chair (actions taken under delegated authority, board functioning and communication, progress so far in 2012-2013 and next tasks) 6. Any other business APPENDIX A Content of email from Peter: I have a request regarding the underwriting of the Autscape 2012 event. Note that I have a conflict of interests on this item, but since I am not a board member any more, I couldn't vote anyway. The event was underwritten for up to 10 places. The event didn't make the target number so an amount from the underwriting is due. As it happens, one person booked, paid and then cancelled after the cut-off date for cancellations but before we handed in our final figures. Consequently we received their money but were not charged by the venue for their place. This edge case had not been considered when the underwriting was agreed. In fact, we didn't have a cancellation policy at that time. I think the money received from that person should go towards reducing the amount being underwritten first, and then any remainder should go into the Autscape general funds. This is similar to the way we would pay our creditors first, and only then take money for Autscape's own funds. Company Secretary’s opinion: Autscape has received some unexpected money from a cancellation and we need to decide what to do with it. An anonymous donor underwrote up to 10 places to allow Autscape to take on the risk of the minimum booking at Belsey Bridge. Peter declares a conflict of interest. Peter recommends that we use the money to reduce the amount that the donor underwriting the unused places has to pay, rather than just adding the money to Autscape’s bank account and leaving the donor picking up the full cost of the unused places. I do not have a conflict of interest in this matter. As company secretary, I agree with Peter that this is a reasonable and appropriate use of these funds. If Autscape were itself paying the cost of the unused places, this is undoubtedly what we would do. The fact that an external donor is doing so should not alter this and it is very much in Autscape’s interests to behave reasonably and generously towards such a donor. I therefore recommend that the board vote in favour of the proposal. APPENDIX B The current signatories are: Peter, Kalen, Yo and Stephen. The accounts require two signatories for any transaction. It is not sensible to remove Peter and Kalen and leave only two signatories because then Autscape would be unable to function if either Stephen or I were incapacitated. It is preferable administratively if the signatories are in the UK as they do have to go to a bank branch here and present IDs but a non-UK resident who visits regularly would probably work ok. I would expect that Stephen and I will be the 2 used routinely to sign things and that other signatories would only be used occasionally due to unavailability or conflict of interest. The board should be satisfied that a signatory is (a) trustworthy and (b) capable of coping with the required administration (signing cheques and posting them on) before appointing them. APPENDIX C Yo would like to make the following statement to the board: [This section is confidential to the board and not for publication] (redacted) [End of confidential section] Autscape is no longer legally required to have a company secretary. However, our byelaws say that Autscape should seek to do so and I do think it is strongly to be recommended for Autscape given our organisational and administrative difficulties. Although I am also a director, I intend to leave the meeting for the duration of this item in order to encourage directors to engage in a frank discussion of my performance in the role and the pros and cons of having me as company secretary. My priority is Autscape’s best interests not my own and I would encourage directors to consider the issues on the basis of what is best for Autscape and without regard to personal feelings or relationships. APPENDIX D: Peter’s email says: “I also recommend that if we have our accounts prepared by a third party, as we did last year, that we do not ask for the accounts to have an independent examination. I don't see what benefit we, or the members, get from the examination; the examination is not required by regulation because of the small size of the charity.” Company secretary’s view: I think the board needs to consider the cost versus the reputational issues. If the board decides in favour of the proposal, I recommend that the decision is explained to the members and the fact that the accounts *are* prepared by an external accountant in the first place stressed. APPENDIX E Peter’s email says: “PayPal service charges PayPal have now applied the charity rate to our account. This is currently 1.4%+20p. I recommend that that we stop charging a surcharge for PayPal transactions, and promote PayPal as the preferred payment method. This purpose is to reduce the administration overhead in collecting payments.” APPENDIX F Peter’s email says: “Corporation tax I recommend that we ask for the accounts to file a corporation tax return if one is requested by HMRC. I have filed the return for this year, but changes that are in progress at HMRC mean that this will become increasingly difficult to do without special software. The effect of the changes are that it trivial for the accountants to do the filing, but much more difficult for us. (Note that this is not the same as filing the accounts, though it is related.)”