Minutes of meeting of the Board of directors of The Autscape Organisation Meeting date: Sunday 21st July 2013 Meeting time: 2.00pm BST Meeting Chair: Martijn (up to 5.1); Yo (5.1 onwards) Present: Debbbie, Liz, Stephen, Yo, Martijn, Agnes Apologies: Trish 1. The directors waived their right to formal notice of this meeting (5 for, 0 against) 2. Announcement 2.1. On 30th June 2013 the board ratified (6 for, 0 against) its decision to accept the Belsey Bridge contract for Autscape 2014 at the special rates offered, in the knowledge that it requires a minimum attendance of 80 adults + 10 children (90 total) and that failure to achieve this will require Autscape to pay a charge of £78.66 for each unfilled place. 3. Ratifications 3.1. The board ratified (5 for, 0 against) its decisions to: 3.1.1. approve the 2011/2012 annual report and accounts (5 for, 0 against, 1st-2nd July) 3.1.2. co-opt Agnes Fairhead as a director/trustee of The Autscape Organisation, with the intention of her becoming treasurer (7 for, 0 against, 30th June - 1st July) 3.1.3. agree in principle to the film makers coming to Autscape (subject to them agreeing to our terms and conditions) (5 for, 1 against, 4th-8th July) 3.1.4. delegate finalising the terms and conditions with the filmmakers to Elaine, provided that (a) they are broadly in line with the draft versions previously posted to the board email list and (b) Elaine has the agreement of least one other director on the final wording (4 for, 0 against, 15th-16th July) 4. Proposals 4.1. The board decided to recommend to the membership at the 2013 AGM that they elect as directors (see Appendix A for further information): 4.1.1. Liz Pellicano (4 for, 0 against) 4.1.2. Debbie Finucane (3 for, 1 against) 4.1.3. Agnes Fairhead (4 for, 0 against) 4.2. The board decided to delegate a budget of £300 to Debbie for the purchase of sensory equipment (4 for, 0 against) 5. Follow ups 5.1. Replacing the company secretary (retirement on 16/09/13). The company secretary (Yo) expressed concern at the lack of progress on discussing this issue. The possibility of splitting the role was mentioned and the limited possibilities for potential candidates briefly discussed. Martijn and Stephen ruled themselves out of consideration for either role. The fact that Elaine had done the minutes on some previous occasions was mentioned. However her already heavy Autscape workload was also a consideration. Agnes confirmed that despite lack of prior experience she was likely to have some of the skills needed for the company secretary part of the role and was willing to be considered. The discussion was interrupted as Martijn needed to leave the meeting unexpectedly. Following the interruption, the board decided (nem con) to defer the issue to the board list for further discussion and agreed that Liz would lead the discussion and keep prompting to ensure that the board reaches a resolution on this issue. 5.2. Scheduling and room allocation (item taken out of order). The formal programme coordinator (Martijn) reported that the formal programme schedule is done, but the room allocation isn't. However he felt it shouldn't be too hard to do due to previous experience with this venue and an imminent venue visit. 5.3. Information pack (item taken out of order). The publications and publicity subcommittee chair (Martijn) reported that the first draft is currently being proofread and corrected and he hopes to have it ready in 3 days. 5.4. Trustee Insurance (Yo). The company secretary (Yo) reported that Autscape's trustee indemnity insurance has been renewed with CaSE at a cost of GBP 175.50 incl. tax using the previously delegated authority. 5.5. Event Insurance (Elaine). In Elaine's absence, Yo reported that she believes Elaine has the information from the insurance company and is collecting togther venue specific information etc. Yo was hopeful that the insurance would be secured in time but expected it to be fairly last minute because much of the necessary information isn't available til quite late. 5.6. Onsite team final list and arrival days/times (Martijn/Elaine), Martijn had nothing to report. 5.7. 2014 contract and payment of deposit (Elaine/Yo/Stephen). Yo reported that the 2014 contract has been signed and posted to Belsey Bridge. Stephen reported that he has sent a cheque for the deposit to Elaine so she could send it with the contract. However, the funds hadn't left the account as of yesterday. It was sent on 10th. Yo undertook to check with Elaine that the deposit has been received by Belsey Bridge. 5.8. Treasurer and trustee recruitment (Yo). The company secretary (Yo) reported that, having had some success (notably Liz and Agnes), she now intends to wrap this up and withdraw any remaining ads in circulation. Her reasoning is that we now have a board of 8 (and that looks likely to continue post 2013 AGM) and the maximum number is 9. While we still have some skill shortages she believes the board should consider carefully the autistic majority balance issue before engaging in a further recruitment campaign. Also with her retirement as comp sec it makes sense for her to wrap this up at this point. 5.9. Outstanding 2012-2013 minutes awaiting approval (Martijn). The chair reported no progress. 5.10.Autreat/Autscape overlap possibilities (Martijn). The chair reported that he hasn't done anything on this. 5.11.National Diversity Awards (Elaine). In Elaine's absence, Yo reported that Elaine asked them for an extension and has been trying to put together the required evidence, despite so many other pressing responsibilites right now. 5.12.Review of Experience list due. The board decided (nem con) to defer the issue until October due to current workload. 6. Subcommittee progress reports 6.1. Formal Programme (Chair: Martijn) (guidance for presenters; have all presenters registered?; schedule issues; other issues) The formal programme coordinator reported that he believes all presenters have registered. Writing presenter guidance is on the todo list. The schedule at www.autscape.org/programme/schedule is pretty much final. Other issues: the alternative programme is still being determined so he intends to go ahead without it and make it fit together later. 6.2. Alternative/Leisure Programme (Chair: Trish) (double check that budget adequate, finalised plan for interest groups, activities proposed, leisure programme and liaison on schedule, other). The alternative programme subcommittee chair (Trish) reported (in absentia) that she has been held up with in depth discussions on and off list about the home groups so there are still a number of things in progress or to be done however a lot is already in progress. Lifeguards confirmed (will need some cash to pay them), in progress with offers of activities from people (she has sent some queries to the board about some specific activities and requested any concerns asap). She has still to do a request for films (and believes we have all the licences in place) and entertainment evening. She is working on material for info pack and schedule as fast as she can. Debbie is looking at sensory items. She queried whether she is responsible for quiet room and venue tours. She intends to get requests for rooms to Elaine and Martijn asap. 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 he has been intermittently working on the website, updating text and some of the menu structure. 6.4. Purchasing working group (Coordinator: Stephen) (name badges, confirmation that all supplies needed have been obtained/ordered) The purchasing coordinator (Stephen) reported that Debbie has ordered the name badges, and between all the materials required for registration are either purchased or on order. Trish is ordering glowsticks for Sparklies. He has yet to find the template for the black circles, but intends to look this evening. 7. Key position progress reports (matters not covered earlier) 7.1. Registrar (Kalen) (Final registration numbers, payment progress and any problems arising, room allocation progress, other issues). Debbie (while covering for Kalen) reported as follows: Current numbers: 115 in total of which 107 residential. Two infants. Seven between the ages of 5 and 17. 14 carers. On track for handing Elaine final figures on Monday. Issues and comments: A. Some non payers go silent. This happens every year. Its impossible to tell when a silent person is silent because they no longer want to attend and perhaps don't know how to tell us or they are not seeing their emails. Either way these people cause a lot of extra work. People tend to notice cancellation emails but they may come as a shock to them. Some year we may find someone missed a cancellation email and turns up. She asked the board to consider the following changes to address this problem. 1. Ability for people to cancel their booking via the web interface - that is not interact with a human. 2. Option for people to provide a mobile number and we text payment reminders to those whose email addresses seem to be not working. None of this is urgent and it can be discussed during or after Autscape. Others involved in this task may also have ideas - Kalen, Stephen, Peter, Elaine (info address) and Agnes. B. People with complicated bookings who don't book until the very last minute leaving us much less time than we'd otherwise have to try to accommodate them. She doesn't know what the solution here is. We tried once to have an earlier booking deadline for those with extra needs, but that resulted in someone pretending they'd no needs in order to book. Human behaviour being what it is. C. We'd a mistake in the registration system whereby it said all bedrooms had sinks. This was true last year but not this year. This year only some rooms have sinks. An email to all those not in en-suites was sent so we could identify those who need wash basins in their room. That in turn led to much room shuffling. Ackworth is a difficult venue in this regard. D. We filled all the bedrooms. An email went out to all those in single rooms asking for volunteers to share their room so we could fit in our waiting list. We are very grateful to those who volunteered. E. The diet information was passed to the venue co-ordinator at Thursday lunch time. F. All registration materials have either arrived or on order. She has a bulk order due to arrive on Tuesday. 7.2. 2013 Venue Coordinator (Elaine) (menu/catering liaison, advance party arrangements, do venue have a list of our equipment needs, information about venue's requirements (e.g. locking up) for communication to onsite team, matters arising). Item skipped due to Elaine's absence. 7.3. Childcare coordinator (Elaine) (training, times, staffing, finalising cost, anything else?). Item skipped due to Elaine's absence. 7.4. Transport coordinator (Elaine) (arrangements with provider, payment via registration system, onsite arrangements and timings in relation to schedule). Item skipped due to Elaine's absence. 7.5. IT systems manager (Stephen) (website updating, how up to date is the members@ mailing list?, issues arising). The IT systems managed (Stephen) explained that he has been focusing on sorting out purchasing and treasurer related issues and intends to get onto making sure the members@ mailing list is up to date tomorrow now that the essentials for purchasing have been sorted. Yo reported that Peter has updated the members@ list. 7.6. Interim Treasurer (Stephen) (actions taken under delegated authority, registration payments, paypal handover, liaison with former treasurer (Peter) and treasurer designate (Agnes), contact with bank/accountants, anything else) The interim treasurer (Stephen) reported that he has sent cheques for Kalen to countersign for the deposit for Belsey Bridge, as mentioned earlier. He reported that liaison with former treasurer and treasurer designate has been slim to none this past month. He is currently sorting out refunds for the room downgrades, which is a bit fiddlier a job than he was anticipating. He will be posting a cancelled attendee their refund today or tomorrow. He now has access to our Paypal accountand is coordinating with Kalen and Debbie. Agnes asked if there was anything she could do to help, but Stephen felt there wasn't right now. 7.7. Company Secretary (Yo) (accounts submission, distribution of annual report and accounts to members, AGM notice and preparation, bulletins, charity commission annual return, processing membership applications, actions taken under delegated authority, outstanding issues). The company secretary (Yo) reported that she has submitted the accounts to Companies House (after the accountants unexpectedly returned them to me instead of submitting them themselves). She sent them recorded delivery well before our extended deadline so that should be ok as far as she knows. She has managed to get the annual report and accounts out to the members and Peter ensured that email made it to the ones who weren't on the members@ email list. The same applies to the AGM notice and agenda. She hasn't had the time or resources to write any bulletins (which is one reason the members don't know abut new directors yet). She still needs to do the charity commission annual return before the end of this month. Stephen asked if anyone else could help with this. Yo said it requires online access plus knowledge of the requirements, so as far as she knows it isn't workable for anyone else to help. She expects that she will manage and hoped everything she needs is in the accounts and she will be able to just copy and paste. Yo said that she would say if she runs into problems. She reported that she is not managing to process membership applications and recommended that a better system is needed to address the difficulties of having to go back and forth with the treasurer. 7.8. Chair (Martijn) (actions taken under delegated authority, board functioning and communication, progress so far in 2012-2013 and next tasks). The chair had nothing to report. 8. Other business 8.1. Debbie stated that she feels that it is wrong in principle for her to learn in a public forum that she is unsuitable to be a director without a) being told why and b) being given the opportunity to address any concerns in the same forum. If there were concerns about her performance as a director, it would have been polite to bring up those concerns in advance of the meeting so that she would have the opportunity to rectify any misunderstandings. Martijn asked Debbie to note that she had 1 vote against but 3 for, so the board in fact voted her to be suitable. Having said that, he was concerned the vote against may have more to do with an interpersonal conflict than anything and that does concern me. Yo stated that it is not a performance issue and repeated her willingness to email Debbie privately explaining her reasons. Yo stated that her vote was a vote against a recommendation to the membership. There could be many reasons for that. See Appendix A. Yo asked Martijn not to imply that she was behaving unethically and stated that her vote had absolutely nothing to do with personal feelings. In fact it goes against her personal feelings. Debbie is a tremendous asset to the management side of Autscape. She will explain her reasons for voting the way she did to Debbie in private email. Martijn stated that that sufficed as far as he was concerned. Meeting closed 15.41
APPENDIX A Company secretary's advice to the board on the process of deciding whether to recommend individuals for election as directors Article 20(2): No person other than a director retiring by rotation may be appointed as a director at any general meeting unless (a) that person is recommended for re-election by the directors or (b) [they are nominated via the nominations process]. The intent of provision (a) is to allow the board to indicate to the membership that the board wishes to see elected individuals who possess particular skills which are needed by the board in order to carry out its functions effectively. It also ensures that the board can allow such individuals to stand even if they have not also been nominated. Directors who were previously elected and are retiring by rotation do not need to be recommended and can stand in the election anyway. Directors who joined the board by being co-opted MUST either be recommended by the board or nominated (or both) in order to stand in the election. Directors are reminded that they are under a duty to vote for or against a recommendation on the basis of their independent and considered views as to whether the board recommending to the members that they elect a particular individual is in the best interests of Autscape and not on the basis of personal views of any kind (positive or negative). Directors should consider the balance of skills on the board, the suitability of the person in question to fulfill the requrirements of being a director (see http://www.autscape.org/organisation/director) and the overall interests of Autscape. Under the Bye-laws, the current maximum number of directors is 9.