Minutes of meeting of the Board of directors of The Autscape Organisation Meeting date: Sunday 16th June 2013 Meeting time: 2.00pm BST Meeting Chair: Martijn Present: Debbie, Elaine, Liz, Martijn, Trish and Yo Apologies: Stephen 1. The directors waived their right to formal notice of this meeting (6 for, 0 against) 2. Note 2.1. The board decided (by written resolution on 1st/2nd June): 2.1.1. to adopt a standard rebate of one day for presenters (one presenter per presentation) for 2013 and for future years subject to the year to year approval of the treasurer that the rebate is affordable. 2.1.2. to adopt a standard rebate of one day for members of the on-site team for 2013 and for future years subject to the year to year approval of the treasurer that the rebate is affordable. 3. Announcement 3.1. Yo gave the board 3 months notice of her intention to retire as company secretary. Her retirement will take effect on 16th September (see Appendix A for further information). The chair thanked Yo for her work over the years. 3.2. There was a brief discussion about the potential options regarding a replacement company secretary and it was noted that the company secretary does not necessarily need to be a director. Several possibilities were discussed. Advertising this specific vacancy was generally seen as a positive option, although it was noted that the general skills were previously included in the trustee advertising campaign. Paying externally for company secretary services was considered likely to be expensive (one example of cost was given - advertised on Google at £47/hr or £375/day, with discounted rates available for charities) and have the additional disadvantage of a company secretary lacking familiarity with Autscape's unique nature. Liz undertook to do some research on this option and to email Yo for information about the time commitment involved. The option of not having a company secretary was mentioned. One specific potential candidate known to the board was discussed, along with potential conflicts of interest posed. It was noted that other potential candidates may come forward or be identified now that the upcoming vacancy is known. The current company secretary (Yo) again referred the board to Appendix A for detailed background information on the issue. The issue of a replacement was deferred to the board email list for further discussion. 4. Proposals 4.1. A proposal from Debbie to create an Autscape fee 'discount' pot was discussed. The company secretary (Yo) commented that, whilst she thoroughly agrees with all Debbie says about this issue in practice, she is fairly sure that, as a charity, Autscape would have to make the rules about who does and doesn't not get a discount and exactly how that is decided explicit, in order to be demonstrably fair. And that, therefore, we are unlikely to be able to find a legal way of using the sort of informal judgement which Debbie recommends (and she agreed there is, in practice, a need for). The chair (Martijn) felt that, while he supports the idea in theory, Autscape does not have the manpower to do this itself and the decision making responsibility could be very stressful. In response to a question Debbie clarified that she did envisage Autscape running the fund, and Autscape making the decisions about who should receive money (because it would have the advantage of making Gift Aid available). She hopes that other people would see the fund and perhaps donate into it. (She thinks people prefer to donate for a purpose rather than to a vague general good.). She further clarified that her proposal was intended for 2014 onwards. The company secretary (Yo) suggested that it may be possible with further research to find ways of navigating around the legal pitfalls. In the course of the discussion, there was a general feeling that Autscape's fees are accessible even to people on low incomes if they save carefully and prioritise attendance at Autscape, but that some potential first time attendees are deterred by cost because they may not have heard about Autscape early enough to have been able to save and don't yet have enough experience of Autscape to know whether they'll get value for money. Offering partial financial help or help with additional costs (such as the attendance of a child or carer) can therefore encourage first time attendance amongst a group who might otherwise never manage to take that step. There was broad support for the general intent to facilitate access for this group. The board decided (nem con) to ask Yo to work with Debbie to research possible ways of achieving something like this and defer the proposal until after Autscape 2013. 5. Follow ups 5.1. Venue information on website has been updated. Well done all concerned. 5.2. Registration has opened. Thank you to Peter and Kalen for their work on this. It was noted that a confirmation screen would be useful in future. 5.3. Phone/Paper registration (Elaine). Elaine expressed confidence that she could provide this facility if it proves necessary but so far it has not been. 5.4. Submission of accounts/annual report by accountants (Stephen/Yo). The company secretary (Yo) reported that the Companies House deadline is 30th June. There have been some difficulties with contact with our accountants. It seems that the individual who was compiling our accounts has left and a supervisor has now taken over our file. The former treasurer (Peter) and the company secretary (Yo) have some concerns as to whether the deadline will be met. Peter has told Yo that he intends to contact the accountants again during the week to assess their workload and determine if they will meet the filing deadline or not. In case it proves necessary, Yo is standing by to apply to Companies House for an extension of the deadline (which is possible in exceptional circumstances beyond our control which should cover this situation). [Details of this procedure are available at: http://www.companieshouse.gov.uk/about/gbhtml/gp2.shtml#ch5q9] The company secretary (Yo) reminded the board that if we miss the deadline and don't arrange an extension that Autscape will be liable to fines and all directors are legally responsible for any failure to submit the accounts on time. 5.5. Insurance (Elaine). Elaine reported that she lacks some of the necessary knowledge but thinks the trustee insurance looks fine and it should be a straightforward case of renewal. The event insurance also doesn't look that complicated. She doesn't believe we have anything extra this year than we have had before. She needs some advice though before acting on it and has sent the documents to the company secretary (Yo), though Yo was not yet able to confirm receipt. Elaine noted that the insurance can be arranged very quickly by phone if necessary. 5.6. Onsite team coordinator and finalising membership. The chair (Martijn) reported that he had initiated a discussion seeking volunteers from the board for the onsite team. He noted the need to appoint a coordinator. After a brief discussion of the stress involved in the role, the board decided (5 for, 0 against) to appoint Martijn and Elaine as joint onsite team coordinators. 5.7. 2014 contract (Elaine/Yo). The company secretary (Yo) reported that some complications have arisen which are going to require a further vote. However she hasn't had time to process the necessary information and produce a votable proposal. The issue was deferred to the board email list (nem con). 5.8. Treasurer and trustee recruitment (Yo). The company secretary (Yo) noted that the board will have seen a welcome application from a potential treasurer which she sees as encouraging progress. 5.9. Request to film at Autscape 2013 (Martijn). The chair (Martijn) reported that he has reservations about Autscape's ability to cope onsite with a potential group of 5 filmmakers. The need to ask additional questions, including the intended output of the filming, was recognised. Liz and Elaine undertook to help Martijn assemble a list of questions to put to them. 5.10. Potential sponsorship offer (Martijn). The chair (Martijn) reported that the organisation in question now does not want to sponsor Autscape as such, but they are offering 100 pounds in exchange for a leaflet in the conference pack (which would be the folders) or an advert in the programme. A number of important issues were raised in discussion including: whether the organisation is charitable or commercial; whether Autscape wishes to actively promote the services they offer; how the donation might be used; whether the donation offered was appropriate to the advertising requested; and whether it is possible to facilitate advertising without being seen to endorse a product or service. The alternative possibility of including an advertisement in the information pack was mentioned. This was considered easy to do technically and would not increase printing costs, but raised further ethical issues including potentially being seen as even more of an endorsement than a leaflet; indirectly asking participants to print the ad themselves and the risk that including an ad may be confusing because participants need to know that the information provided in the information pack is as literally true and factual as Autscape can make it. The extensive discussion of the issues raised led to a consensus that the amount of money on offer was not sufficient to justify the time and resources Autscape would need to expend in giving proper consideration to and resolving the complex ethical issues raised in order to ensure that accepting the advertising would be in the overall best interests of Autscape's beneficiaries. The board decided to reject this request to advertise to Autscape participants. 5.11. Outstanding 2012-2013 minutes awaiting approval (Martijn) The chair (Martijn) apologised for his lack of progress and undertook to continue to try to get to this. 5.12. Autreat/Autscape overlap possibilities (Martijn) The chair (Martijn) reported no progress on this issue. 6. Subcommittee progress reports 6.1. Formal Programme (Chair: Martijn) (guidance for presenters; schedule issues; other issues) The formal programme subcommittee chair (Martijn) reported that he has not started the presenter guidance yet but expects it to be easy to base it on last year's. He noted that the presentations and presenters are known, see http://www.autscape.org/programme/presentations and http://www.autscape.org/programme/presenters His priority is drafting a schedule and hopes to have this in the next week or two. A brief discussion between the chairs of the formal (Martijn) and alternative/leisure (Trish) programme subcommittees produced agreement that Martijn will draft an integrated schedule liaising with Trish as necessary. 6.2. Alternative/Leisure Programme (Chair: Trish) (Interest groups, activities proposed, draft leisure programme, other). The alternative/leisure programme subcommittee chair (Trish) reported that she has restarted the discussion on the interest groups. There are offers to help with home groups and possibly interest groups but she wonders how well this will work as there is a lot of difference in opinion as to the purposes of the groups (between a focus on targeting people who struggle to integrate versus some sort of discussion groups). She is trying to contact the lifeguards again but had a phone failure and has been trying to collect all her contact info again. She needs asap an indication from the formal programme subcommittee chair (Martijn) of the hours the lifeguards will be needed. She reported having received very little in the way of concrete proposals for the alternative programme and intends to try the chat and plan (email) lists to encourage further proposals. 6.3. Publications and publicity (Chair: Martijn) (poster/flyer completion and distribution, information pack draft progress, website redesign, updating website text, other issues). The publications and publicity subcommittee chair (Martijn) reported that the posters and the flyer are done, can now be downloaded from the website. He hasn't yet started on the info pack, but has made significant progress on updating the design on the website. 6.4. Purchasing working group (Coordinator: Stephen) (name badges?) Due to the absence of the purchasing working group coordinator (Stephen) this item was deferred to the board email list. 7. Key position progress reports (matters not covered earlier) 7.1. Registrar (Kalen) (Registration numbers, problems arising, other issues) (report received 12th June) The registrar (Kalen) reported that, as of [12th June], we have 61 adults and 6 children, 2 adults are days only. 3 presenters and at least 2 organisers have not yet booked. Around half are paid up. To reduce some of the stress we have with the venue and catering, she has been getting strict about the very complex diets with some success. We currently have 20 rooms left, 6 are en suite. Single rooms are by far the most popular and ran out some time ago, but as there is plenty of space, she is continuing to accept booking for singles. The low take-up of en suite is probably because all of them are shared. There is only a small association between income and room type. She would take it from this that the £40 discount is not enough to entice even low income people to share and that single rooms are more important than en suite, which might be relevant to future venue choices. 7.2. 2013 Venue Coordinator (Elaine) (draft menu, matters arising) The venue coordinator (Elaine) reported that she has applied for the temporary event notice (TEN). Communications have been flowing with the venue as and when problems or queries have cropped up. She has been gathering menus and is considering visiting again with the Registrar to look over Ackworth again and talk to catering direct. She would like to know who intends staying the night before so she can make the necessary arrangements. She reported that we need to think about when we want childcare to start ie. to cover setting up times. She needs to liaise with childcare pretty soon re exact times and timetables. The company secretary (Yo) requested that those questions be asked on the board email list. The onsite transport coordinator (Elaine) asked about getting approval for the expense of transport for herself to the station by taxi and the company secretary clarified that advance approval is not required for a small expense of that nature and she should merely claim from the treasurer afterwards. 7.3. IT systems manager (Stephen) (website updating, issues arising). Due to the absence of the IT systems manager (Stephen) this item was skipped. 7.4. Interim Treasurer (Stephen) (actions taken under delegated authority, registration payments, paypal handover, training needs - including consideration of how the current year's accounts are going to be compiled, contact with bank/accountants, anything else). Although the interim treasurer (Stephen) was absent, it was noted under this item that the former treasurer (Peter) reported that on 15/6/13 he received the chequebook and paying in books back from the accountants and intends to post them to the interim treasurer (Stephen) shortly. 7.5. Company Secretary (Yo) (bulletins, charity commission annual return, processing membership applications, actions taken under delegated authority, outstanding issues) The company secretary (Yo) reported that she hasn't managed to issue any bulletins. She has applied for the PVSL and paid for it herself to get around problems with our chequebook not being available. She hopes it will come through in time but where they send it is in the lap of the Gods. She referred the board to item 5.4 regarding the accounts. She reported that the charity commission deadline is end of July which is also approaching and she needs much the same documents for that, but will stay on it. She has not heard back from Stephen about whether people who applied for membership have paid so haven't been able to process them. She apologised that there are plenty of administrative tasks which are outstanding or slow. She commented that she is trying to triage and get the most essential and urgent stuff done right now, because her capacity is very limited. 7.6. Chair (Martijn) (actions taken under delegated authority, board functioning and communication, progress so far in 2012-2013 and next tasks). The chair (Martijn) apologised for not producing a chair's report but commented that it would not contain anything not discussed earlier anyway. 8. Other business There was no other business. Meeting closed 16.34
APPENDIX A Personal statement from Yo As most of you know, I have served on the Autscape board continuously since 2005 and as Autscape secretary from 2006 and then company secretary since 2011. I intend to continue as a director at least until the end of my current term (which will be in 2014) but need to step down as company secretary for the foreseeable future because I can no longer sustain the workload and level of responsibility involved. I have been seeking for the past year at least to recruit new directors and have particularly sought possible replacements as company secretary. Unfortunately I have not been able to readily identify a potential replacement and have long delayed stepping down as a result. I apologise that I have been unable to identify a suitable replacement prior to giving the board my notice. However I cannot delay stepping down any longer and the board will need to find an alternative. I am willing to offer whatever support and/or training I can to the extent that I can manage to do so. I am also willing to continue to provide the registered address indefinitely and to forward mail as necessary. Company secretary's advice to the board on the role of company secretary Autscape is not legally required to appoint a company secretary. However, Bye-law 3.4 states that the board "should seek to" do so. And, given the very limited experience of most of Autscape's directors as charitable trustees and company directors, I strongly recommend that Autscape continue to do so. The company secretary does not need to be a director. However the company secretary does need to attend board meetings, be on the board email list and to willing to make a fairly substantial time commitment. It is possible to pay outside experts (e.g. a solicitor) to serve as company secretary. However the cost of doing so would need to be considered. Such services are generally aimed at organisations very much bigger (and wealthier) than Autscape. A company secretary does not require any particular qualifications. However, under Bye-law 3.4, the board does need to be satisfied that the person chosen possesses the necessary skills. These skills are set out in the job description (http://www.autscape.org/organisation/secretary). Essentially, I would suggest that these are: - knowledge of or ability to find out about the legal responsibilities of Autscape as a company and a charity and ensure they are met - sufficient initiative, attention to detail and administrative competence to effectively support the board by producing agendas and minutes which prompt the board to take necessary actions in a timely fashion - willingness to take on a high degree of responsibility - capacity for independent thought, balanced judgement and maintenance of high ethical standards regardless of personal interests or feelings For reference, Bye-law 3.4: The board should seek to appoint a company secretary to support and advise the board and can set terms of reference for the company secretary. Any person appointed to serve as company secretary may or may not be a director of the company, but must, in the board's opinion, possess the skills necessary to carry out the role.