Minutes of meeting of the Board of directors of The Autscape Organisation Meeting date: Sunday 17th March 2013 Meeting time: 2.00pm GMT Meeting Chair: Martijn Present: Elaine, Martijn, Stephen, Trish and Yo 1. The directors waived their right to formal notice of this meeting (5 for, 0 against) 2. The chair made the following announcements: 2.1. Autscape's address is now: Autscape PO Box 138 FLEETWOOD FY7 9AP 2.2. Autscape's phone number is now 07511774654 3. Proposals 3.1. Annual report. The company secretary received confirmation that all directors had read the draft report. The board decided (5 for, 0 against) to approve the draft 2011-2012 annual report, including advance approval of minor corrections and any subsequent necessary changes made by our accountants prior to submission to the relevant statutory authorities. 3.2. Accounting. Yo commented that the expenditure of £150 to file a corporate tax return is unfortunate, but necessary, although ideally she would like Autscape to have the skills to handle this in-house long term. Stephen commented that the difficulty lies in the software involved. The board decided (4 for, 0 against) to: 3.2.1. re-appoint CASE as Autscape's accountants (decision to be reviewed in 2 years time) 3.2.2. authorise a budget of £550 for accountancy services for the preparation of the 2011-2012 accounts (without independent examination, as previously decided) and the filing of our corporate tax return (see Appendix A for rationale). 3.3. The interim treasurer advised the board that the combined proposed expenditure in items 3.3-3.6 contribute to a budget which would be a modest GBP 370 more than his initial estimate and is, therefore, affordable. TEN renewal. The venue coordinator advised the board that the 2013 venue is unable to allow alcohol to be sold on their premises (although participants may bring their own) and consequently Autscape cannot run a bar this year. She does intend to sell soft drinks and snacks, but these do not require licensing. The company secretary explained to the board that a TEN is still necessary to permit other activities such as the entertainment evening and briefly clarified the issues of other required licences and necessity of annual decision making regarding which of our activities needs or does not need to be covered by a TEN (or indeed if one is necessary at all). The board decided (5 for, 0 against) to delegate the annual decision about whether it is appropriate to renew/obtain a TEN and other necessary licensing for Autscape to run a bar to Elaine and authorise any necessary and reasonable expenditure for this purpose (approximate cost GBP150 annually). (See note in Appendix B regarding delegation). The board will review the financial and reputational issues involved periodically, but authorises Elaine to take these administrative steps without waiting for such a review to take place. 3.4. Formal programme budget. The interim treasurer commented that the budget is based on out of date figures for the day cost of presenter rebates, however this figure is likely to be lower in the current year and so the budget as stated should be adequate. The company secretary noted that she had simply copied last year's figures in proposing this budget. In response to a question, the formal programme coordinator noted that he finds it difficult to judge the needed budget, but thinks this estimate is likely to be enough and commented that he seemed to recall that the full budget was not used last year. Trish commented that the figures will become clearer once the presenters have been identified. Martijn agreed that we can't be exact at this point. Yo commented that we need to delegate a general budget now so that the formal programme coordinator will have the funds to make quick independent decisions when needed. Both the interim treasurer and the formal programme coordinator concluded that the proposed budget is adequate for the purposes proposed and Yo stated that she was happy to set an ample budget for the purpose. Trish queried whether carers had been covered previously. Stephen clarified that Autscape has never needed to, but it has always been our policy to when needed and we can afford to on the principle that presenters shouldn't need to pay us to present to us. The chair agreed that this was an accurate statement of existing policy. The company secretary referred Trish to last year's minutes for more detailed clarification. The board decided (5 for, 0 against) to delegate a budget of GBP 1000 to the formal programme coordinator to cover: 1. presenters' accommodation (one night per presentation) 2. up to two essential carers for presenters 3. invited presenters' travel expenses 4. other exceptional expenses for any presenter 5. other costs directly related to the formal programme which are reasonable in the opinion of the formal programme coordinator [see Appendix C for breakdown] 3.5. Publicity budget. There was a brief discussion of the feasibility of distributing flyers at the Autism Show and whether this had actually happened last year. The company secretary noted that detailed discussion of how the budget is spent is more a matter for discussion on the publicity subcommittee. The interim treasurer commented that the budget seems ample based on past experienced and reiterated that it is affordable. The publicity subcommittee chair agreed that the budget is likely to be sufficient. The board decided (5 for, 0 against) to delegate a budget of GBP 220 to the Publications and Publicity subcommittee chair to cover: 1. A quarter-page advertisement in AuKids Magazine (last year's cost GBP 120 incl. VAT). See http://www.aukids.co.uk/. 2. Printing and posting flyers and/or posters to organisations and events that might distribute them (e.g. The Autism Show will be held at the London Excel Centre June 14-15 2013 with an additional show added at the Manchester Event City June 28-29 2013.). 3. Any other expenses that are reasonable in the opinion of the subcommittee chair. [see Appendix D for breakdown] 3.6. Alternative/leisure programme budget. The company secretary noted that, again this budget is simply a copy of last year's, with the addition of lifeguards. The alternative programme coordinator stated that it seemed sufficient, although she couldn't remember the cost of lifeguards. In response to a question, Elaine confirmed that she has a record of the lifeguards used previously. Trish noted that some supplies are free to Autscape (e.g. she usually brings some art supplies). The chair noted that, if more money is needed for lifeguards, a supplementary budget could be requested and the company secretary offered procedural assistance with achieving this if necessary. The board decided to: 3.6.1. appoint Trish as alternative programme coordinator (4 for, 0 against) 3.6.2. agree an alternative programme budget of £300 to cover: * lifeguards * Glowsticks (sparklies and 'olympics'), * Refreshments during registration period (incl special diet needs), * Art, craft and similiar material refunds, * Stickers and other costs associated with registration activities, * Cheap table tennis bats, balls, nets (if venue's are not adequate), * And other relevant items. This allows a margin for error in the costings. (5 for, 0 against) The alternative programme coordinator (Trish) asked the formal programme coordinator (Martijn) to please get emails to the programme@ email address forwarded to her. Martijn asked Trish to send him an email to remind him to do so. 3.7. Transport. The board discussed options to resolve the current impasse over appointing an onsite transport coordinator which has arisen due to difficulties identifying a suitable candidate who will be available at the necessary time. Yo asked the board to consider seriously just how much Autscape can really manage to provide, given the strain on all current board members and raised the possibility of deciding that Autscape is unable to offer transport from nearby station(s) to the venue this year. Elaine agreed that was a possibility but was keen to have at least one last push to see if we can find somebody. Trish pointed out that all current board members are likely to be needed at the venue as there are so few, so taking one out to go to the station is a lot to ask, but also expressed concern about those participants who may struggle without Autscape-provided transport (a concern shared widely on the board). There was further discussion of potential board and non-board candidates and the skills needed for the role. However the company secretary stressed the need for a deadline to resolve the issue. There was a consensus that Autscape would have little choice but to accept that we are unable to provide transport if a suitable candidate is not identified by a workable deadline. Discussion then turned to the timing of a deadline and there was a consensus that a decision is needed prior to the opening of registration in order to produce certainty for participants and prevent administrative difficulties over payments for transport. The board decided (5 for, 0 against) to appoint Elaine to book and arrange transport, set a deadline of the day before registration opens to appoint an onsite transport coordinator and not to commit to booking and arranging transport for participants until that appointment has been made. 4. Follow ups 4.1. Director recruitment (Yo). Yo reported that there has been some response (though not nearly as many as she'd like), but only actually one serious application (for the treasurer post) so far. However she noted that she can't proceed with that without some decision from the board on when we're going to meet with that person (and any other candidates who come forward). She suggested making a specific time somewhere in the next month or so and stated that she will start a thread on the board email list to organise it, but asked directors to please respond to that thread. 4.2. Purchase/transfer of autscape domains (Martijn). Martijn reported no progress. 4.3. Potential sponsorship offer (Martijn). Martijn reported that Autscape has received a sponsorship offer and sought guidance from the board on how to proceed. There was a consensus that more information is needed and that Martijn should contact them to clarify what Autscape is and ask what they have in mind, before reporting back on the board email list. 4.4. Outstanding 2012-2013 minutes awaiting approval (Martijn) Martijn reported that he has made some progress, but there's still quite a backlog. As of this meeting he intends to try his hardest to get back into the swing of things, and hopes to have the rest of the minutes approved (with corrections if necessary) in the next few weeks. His progress can be monitored at http://www.autscape.org/organisation/meetings/ 4.5. Automatic re-posting of chat list guidance (Stephen). Stephen reported no progress. Martijn asked if Stephen could indicate when he intends to do it and offered assistance. Stephen responded that he intends to start on it sometime in the next couple of weeks, but noted that it is probably the lowest priority of the things I need to do for Autscape and that, if all else fails, it can be done manually. Martijn agreed on the priority of the task. 4.6. Guidelines for the use of the announce email list for proposal to the board (Martijn). Martijn reported that he had hoped to get a proposal ready before this meeting, but hasn't, so it will have to either be postponed until the next meeting or decided on the board email list. 4.7. Collecting powerpoints/handouts from 2012 presenters (Trish). Trish reported having received some of these but needed to prompt others further and undertook to keep Yo informed as to progress. 4.8. Amendment to gender question on registration form for equality reasons (Stephen). Stephen reported that he has very recently e-mailed Peter with the request to make this amendment and is awaiting a response. In response to a question Stephen explained that Autscape's current form asks for gender without giving an explanation of why we are doing so. This means that anyone who's trans and/or intersex who wishes to attend needs to, at the moment, e-mail the registrar to know why, which for perfectly reasonable reasons a lot might not be willing to do at all. We need to make this question optional (if it isn't already so) to people not requiring services where we need to know it (i.e. us organising room shares), explicitly optional (which it currently isn't), and give an explanation for why we're asking this on the form (which has the pleasant side effect of reducing the work load for the registrar) 5. Subcommittee progress reports 5.1. (Handled out of order) Programme (Chair: Martijn) (proposal submissions, proposal voting arrangements, proposed invitations including benefits adviser suggestion, other issues) Proposal submissions: Martijn reported that we have received 6 proposals so far, and they're being discussed on the formal programme subcommittee list. He thinks we'll get a few more in the 10 days before the deadline. Proposal voting arrangements: Martijn reported that he has been working with Peter to get the proposal voting system he created ready in time, so we can use it again. Even if that doesn't work out, this is not that hard to do manually, so we'll be fine. Yo asked Martijn to please try to let directors know the format of the vote in advance and Martijn said that he will try. Invitations: Martijn reported no progress but is aware of the urgency. Martijn reported that Yo has suggested inviting a benefits advisory (UK-specific) and he thinks this is a good idea. Yo offered to make approaches. Martijn asked for further information and they agreed to liaise further by email. 5.2. Fundraising (Chair: Elaine) (fundraising strategy, other issues). Elaine reported that she has done some more work on fundraising and will be bringing this to the board list for some discussion in the next week or so the company secretary acknowledged that Elaine's workload is ridiculous and stated that she is very sympathetic to that. However, she raised the concern that Elaine has been reporting essentially similar things under this item for at least a year and the board has yet to actually see the fundraising strategy or any proposals at all. She stated that this situation can't continue indefinitely and that she will need to bring it to a resolution at some point. In response to a question, the company secretary clarified that 'bringing to a resolution' could involve making a proposal to require Elaine to present a strategy (finished or not) to the board by some deadline and/or asking what other help/support is needed and/or considering whether Elaine needs to pass this particular responsibility off to someone else and/or anything else that prevents drifting. Elaine responded that she will bring this to the board in the next week or so. She explained that it has been put by because of the other things but she wants it off her list now. 5.3. Research (Chair: Elaine) (childcare providers, transport providers, writing up venue findings, storage research, other issues). Childcare. Elaine reported that she is waiting for the last two quotes and then will be able to move this forward to a decision. Transport. Elaine reported that she has looked at transport providers but not contacted anybody yet because of the transport coord problem. Venue. Elaine reported that she has done a lot of work on venues and she will be presenting this to the board again within the next week or so. Storage. Elaine reported that she has done a lot of work on storage and will be presenting this to the board soon. The chair thanked Elaine and said he looked forward to reading the results. Elaine mentioned that she has a lot to present to the board and asked directors to respond so she can hopefully work these through before the next meeting. 5.4. Publications and publicity (Chair: Martijn) (AU advert, poster/flyer, NAS directory, adverts in other publications, updating website text esp. from 2012 to 2013 venue/fee/registration information, information pack, other issues). To be noted in report - unfortunately 'Easy News' (a newspaper aimed at people with learning disabilities) is not yet taking adverts but has agreed to keep our details on file in case that changes in the future. Martijn reported that the Asperger United advertisement is done, but had no progress to report on anything else at this point. He stated that updating the website and advertising are the most urgent things now, and he intends to do his best to get re-started on them ASAP. Martijn asked Stephen if he needed assistance with the knowledge involved in updating the website. Stephen responded that he knows how to do it, and Martijn had explained the specific things to bear in mind with updating this site after putting the recruitment stuff up last month. Martijn said he may email Stephen to ask him to do specific things. 6. Key position progress reports (matters not covered earlier) 6.1. Registrar (Kalen) (registration system, opening and closing dates) Kalen had nothing to report, because nothing has changed since last month. 6.2. Venue Coordinator (Elaine) (matters arising, obtaining plan of fire doors, special diet discussion/draft menu) Elaine reported that she has been in touch with the venue. She has the room plans now and will pass a copy to the registrar. She has started to talk about the menus. The contact is away now until next month when we will take it up again with the chef. She is intending to make the menu like we have had in the past two years where it covers all special diets. Yo mentioned that she will have licence questions quite soon which she'll need Elaine to pass on to the venue e.g. do they have XYZ licences. 6.3. IT systems manager (Stephen) (handover, website updating - inc. getting new fees on website, national diversity awards logo, proposal submission system, registration system, anything else) Stephen reported that handover hasn't progressed since last meeting. He also reported that neither he nor Martijn has been able to manage much on website updates. He intends to get the updates Yo requested caught up over the next week or so as a priority. Stephen reported that the proposal submission system appears to be working and that Peter has indicated he's willing to make minor changes to the registration system to account for changes. Elaine mentioned that the venue details need to go on the website (which she can't do). We have the Ackworth details from last time so they just need checking to see if anything has changed. Martijn offered to find the Ackworth information and email it to Elaine for checking. 6.4. Interim Treasurer (Stephen) (progress of the accounts and expected cost, actions taken under delegated authority, handover progress, training needs, contact with bank/accountants, anything else) Stephen reported that he needs to renew his passport for Paypal handover to continue, although the form for that is mostly done. Peter has been working with Yo on last years accounts and the annual report. Stephen had no further progress to report. 6.5. Company Secretary (Yo) (annual report, bulletins, follow ups from previously delegated actions, actions taken under delegated authority, outstanding issues) Yo reported that the annual report and the AGM 2012 minutes are done (at last). She explained that she has to supply the accountants with an up to date list of directors addresses etc. and asked directors to notify her if they have changed address in the past year. Yo reported that she hasn't managed any bulletins but it's now near the top of her list. She made the board aware that she had authorised Stephen's proposed change to the registration system under her delegated authority on the grounds of legal compliance (Equalities legislation). Her top priorities are continued progress on recruitment, minutes/agendas (including trying to ensure we don't overlook things), bulletins, renewal of the PVSL and (if necessary) other licences and then things like the National Diversity Awards stuff, but as usual there are limits to the number of hours she can devote to Autscape and she is unlikely to get to everything. 6.6. Chair (Martijn) (road map, actions taken under delegated authority, board functioning and communication, progress so far in 2012-2013 and next tasks) Martijn reported that he has been pretty much out of commission during the last month (illness followed by a major bout of pathological avoidance). This meeting should allow him to get started and then we can catch up significantly. Road map: this should have happened a long time ago, but unfortunately there are more pressing issues he needs to concentrate on first. He still hopes to get to it at some point -- if nothing else, it would be useful for future years. Martijn had nothing else to report. 7. Other business None. Meeting closed 16.18
APPENDIX A Preparation of the accounts without examination is expected to cost around £300-400. Filing of the corporate tax return is charged at £150. Advice from the former treasurer (Peter) on Corporation Tax returns (given last year): 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.) APPENDIX B Advice from the company secretary regarding delegation: Delegating something to an individual or subcommittee gives them the power to do it. It does not prevent them from bringing the issue back to the board should unexpected complications arise. In my opinion it is not sensible for the board to micromanage everything. Delegation involves some degree of trust that the person concerned will use their common sense and bring things back to the board if necessary. Under Bye-law 8.3 expenditure over £50 has to be counter-signed by a second director (even where the board has pre-approved it like in this proposal) which provides some measure of safeguard. APPENDIX C These figures are simply a copy of 2012's budget. Breakdown of how the budget has been calculated: 1. 8 x £55 = £440 2. 2 x £55 = £110 3. 2 x £200 = £400 4. £50 5. Any surplus from the above. APPENDIX D These figures are simply a copy of 2012's budget. Breakdown: 1. £120 2. up to £80 3. any surplus from the above