Agenda for July 2011 meeting

Final Agenda for July 2011 board meeting rev 1
Meeting date: Wednesday 20th July 1pm

Meeting chair: Kalen

Meeting location: irc://

1.      Ratifications

1.1.   Our decision that the company will accept a correspondence
address for a member which may not be the individual's permanent place of 
residence in a case where the individual is assuring us that they can be 
contacted efficiently via that address.

1.2.   Our decision that the dates of Autscape 2012 will be 23-26 July.

1.3.   Our decision to approve the expenditure of GBP 1452 on the 2012 venue 

1.4.   Our decision to instruct the treasurer and company secretary to sign 
on behalf of the company a contract with Belsey Bridge (the Autscape 2012 
venue) for at least 90 people at GBP 165 each, with a shortfall charge of 
GBP 72.99 per person [*] and with terms 21 days from invoicing. [*We pay for 
accommodation, but not food, for the shortfall.]

2.      Approvals

2.1.   Bye-laws (Appendix A)

2.2.   June minutes parts 1 and 2 (final versions posted 28/6/11)

2.3.   Cancellation Policy (to apply for 2011 only) (Appendix B)

2.4.   Reserves Policy (Appendix C)

2.5.   Finance Policy (specified amounts) (Appendix D)

3.      Proposals

3.1.   The company secretary proposes that we recommend to members that they 
vote in favour of a resolution to permit notice of all meetings of the 
company to be given via a website

3.2.   The company secretary proposes that we recommend to members that they 
vote in favour of a resolution to permit the annual report and accounts to 
be distributed to members via a website

3.3.   The company secretary proposes that we invite the members to readopt 
the articles at the forthcoming AGM. [Notes: The articles have already been 
adopted by the technical initial members i.e. Peter, Kalen and Yo. It is not 
legally necessary for them to be readopted by those who will be members at 
the time of the AGM (i.e. what we think of as the members). But, as a 
result, the people we think of as our members have never had the opportunity 
to approve the new governing document. So, morally, this seems the 
appropriate course of action.]

3.4.   The company secretary proposes that we ask the chair to issue a 
Temporary Event Notice in order to be able to organise regulated 
entertainment at Autscape 2011.

3.5.   The youth subcommittee chair proposes a delegated budget of £40 for 
that subcommittee

3.6.   The treasurer proposes that the company appoint CASE Accountancy 
Services as independent examiner of the accounts.

4.      Follow ups

4.1.   Newsletter

4.2.   Registration

4.3.   Purchase of insurance policies

4.4.   New bank account

5.      Subcommittee Progress Reports (suggested topics listed)

      5.1.   Tech (website updating, AV issues)

5.2.   Publications/publicity (poster distribution and further publicity 
after Autism Show difficulty, business cards, information pack)

5.3.   Fundraising (progress on fundraising)

5.4.   Youth (liaison with childcare providers, seeking information from 
parents about their children attending, youth programme contents and 

5.5.   Programme (invitation(s), schedule, leisure issues)
5.6.   Merchandise wg (if necessary)

5.7.   Transport wg (if necessary)

6.      Key position progress reports (matters not covered earlier)

6.1.   Venue coordinator (venue visit, PVSL, ongoing liaison)

6.2.   Treasurer (accountant/independent examination, accounts progress)

6.3.   Company Secretary (bye-laws, annual report, AGM preparation, legal 

6.4.   Chair (overall progress, timetable)

7. Any other business


The Autscape Organisation Bye-laws

1 Interpretation of the Bye-laws

1.1 These Bye-laws must be read with the Articles of Association. If there 
is any inconsistency between these Bye-laws and the Articles, the Articles 

1.2 The headings and sub-headings in the Bye-laws are only included for 
convenience. They do not affect the meaning of the Bye-laws.

1.3 Where the Bye-laws give any power or authority to anybody, this power or 
authority can be used on any number of occasions, unless the context does 
not allow this meaning.

1.4 Where the Bye-laws refer to months or years, these are calendar months 
or years.

2 Directors

*2.1 The maximum number of directors shall be 9.

2.2 Elected directors hold office for three years. Directors can be elected 
for subsequent terms of three years. There is no limit on the total period 
of time for which a director may serve.

2.3 The period of office starts from September 1st and ends on August 31st.

2.4 After the first elections held after these Bye-laws come into effect, 
the board will fix retirement dates for all directors so that one third of 
the directors retire each year.

2.5 The directors may make further regulations governing election 

2.6 Where members elect directors, all such appointments shall be as 
directors and not to any named role. Offices of the board described in the 
Bye-laws 3.2, 3.3 and 3.4 and/or in terms of reference approved by the 
board, shall be appointed by the board and not directly elected by the 

2.7 A director can resign by writing to the company secretary. His or her 
resignation will take effect 30 days from receiving his or her resignation, 
or earlier if the board agrees.

3 The board

3.1 As laid out in the Articles, the directors are responsible for the 
management of the company's business. The directors acting collectively 
shall be known as the board.

3.2 The board should seek to appoint a chair to provide strategic leadership 
and may set terms of reference for the chair. Any person appointed to serve 
as chair of the board must be a director of the company. The chair will 
normally take primary responsibility for chairing directors' meetings in 
accordance with the Articles, but may delegate the task.

3.3 The board should seek to appoint a treasurer to take primary 
responsibility for financial matters and may set terms of reference for the 
treasurer. Any person appointed to serve as treasurer must be a director of 
the company.

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.

3.5 The board may terminate the appointments of any persons to the roles 
referred to in Bye-laws 3.2, 3.3 and 3.4 (and any other roles created by the 
board) at any time.

3.6 One individual may not simultaneously hold the offices of both Chair and 
Company Secretary or both Chair and Treasurer, except for a maximum period 
of 3 months in a situation deemed by the board to constitute an emergency.

3.7 The board can appoint individuals (who may or may not be directors) to 
carry out roles on behalf of the company, provided that those occupying the 
roles are exercising authority properly delegated by the board and that, in 
the case of non-directors, the board is ultimately responsible for 
supervision of the role. The board can impose conditions and set terms of 
reference for such roles. Non-directors appointed to such roles should, 
except in exceptional circumstances, be members of the company

3.8 The board may, at their discretion, create vice or assistant positions. 
However, there shall be no formal system of succession to or retirement from 
any of the positions appointed by the board.

4 Committees and delegated powers

4.1 The board can appoint committees. People who are not members of the 
company can be included on committees, but people who are not members of the 
company must not account for more than one third of the members on any 
committee. The Chair is automatically a member of every committee.

4.2 The board can impose conditions, and it can make rules for the 
procedures of committees (including the quorum).

4.3 Committees will be chaired either by a director or by a person appointed 
by the board. The chair of a committee will be responsible for reporting to 
the board on the work of the committee.

4.4 The board may delegate responsibilities to committees and to individuals 
except the following matters (which are reserved to the board):

  a.. Approval of the annual report and accounts;
  b.. Approval of any significant change in accounting policy, including 
changes in the signatories of bank accounts operated by the company;
  c.. Appointment or removal of the company secretary;
  d.. Remuneration, appointment or removal of auditors or independent 
examiners of accounts;
  e.. Approval of the company's principle policies and any material changes 
to those policies;
  f.. Approval of the budget and the general fee structure;
  g.. Major changes to the governance structure;
  h.. Amendments to the Bye-laws;
  i.. Board appointments and removals;
  j.. Terms of reference of the Chair, Company Secretary, Treasurer and 
Venue coordinator;
  k.. Terms of reference and conditions of membership of committees;
  l.. Any matter likely to significantly impact on the company's reputation;
  m.. Approval of expenditure above £2,000;
  n.. Contractual agreements and any other matters involving significant 
legal liabilities;
  o.. Insurance policies (any material changes);
  p.. Rules materially affecting the conduct of members' or directors' 
  q.. Recommending to members:
    a.. any matter requiring a special resolution;
    b.. motions affecting any of the above issues.

4.5 In delegating its powers, the board can, by passing a resolution, impose 
controls and safeguards and require supervision.

4.6 The board can revoke any power which it has delegated, at any time, 
without any restriction.

5 Meetings

Members' meetings

5.1 The quorum for members' meetings shall be 20 members personally 

5.2 At members' meetings, if a vote (taken by any method) is equal the 
motion is treated as lost.

5.3 Unless a poll is demanded, a declaration by the chair of the meeting 
that a show of hands vote has been carried unanimously or by a certain 
majority, or lost, is final. A record of a declaration in the minutes of the 
meeting is conclusive evidence of the result, and no more proof is needed.

Directors' meetings

5.4 The quorum for directors' meetings shall be one-third of the directors 
or 3 directors - whichever is the greater number.

5.5 Resolutions are decided by a simple majority of the directors voting, 
unless the Bye-laws or Articles say that a larger majority is needed. If a 
vote is equal, the resolution may be decided by casting vote in accordance 
with the Articles. If a vote is equal and no casting vote is used, the 
resolution is treated as lost.

5.6 The directors may hold meetings for any of the purposes set out in the 
objects or for social reasons.

5.7 The board can make rules and regulations relating to these meetings.

5.8 In accordance with the Articles, board meetings can be held via the 
internet in such a way that directors can communicate with each other. It is 
explicitly not required for directors to be able to see one another.


5.9 Matters relating to the conduct of meetings which are not covered by 
either the Articles or these Bye-laws will be decided in accordance with 
Robert's Rules of Order Newly Revised, 10th ed. (Cambridge, Mass.: Perseus 
Publishing, 2000)(RONR). If there is any inconsistency between the Articles 
and RONR, the Articles apply. If there is any inconsistency between these 
Bye-laws and RONR, these Bye-laws apply.

6 Administrative

6.1 If any notice of any meeting of the company is accidentally not sent to 
any member, the meeting will not be invalid as a result.

6.2 Anything done by the board, or by any of its committees, or by any 
person as a director, committee member or person appointed to a role by the 
board, shall be fully valid and effective even though afterwards it is found 

. any meeting was not properly formed;

. there was a defect in the procedure at the meeting; or
. the person was not properly appointed.

6.3 A copy of the Bye-laws must be provided to any member of the company on 

7 Conduct of directors

7.1 The board may appoint an investigatory committee and/or hold a 
disciplinary hearing if it is found that a director may:

  a.. be disqualified under the Articles or company law;
  b.. have been convicted of an offence which might bring discredit on the 
  c.. have failed to uphold a code of conduct approved by the board;
  d.. have behaved, by doing something or not doing something, in a way 
considered to bring the company into disrepute;
  e.. have disobeyed any decisions of the board, broken any of the company's 
Bye-laws or Articles;
  f.. have failed to comply or co-operate with a disciplinary investigation;

  a.. have failed to comply with a decision or any conditions made by the 
board at a disciplinary hearing.

7.2 The role of an investigatory committee is to (a) establish factual 
information pertinent to the issue and report that information to the board; 
and (b) recommend a course of action to the board.

7.3 The director concerned has the right to make representations and to have 
another person act for them and/or support them at any disciplinary hearing.

7.4 Following any hearing held under Bye-law 7.1 the board must state, in 
writing, to the director concerned:

  a.. what decisions have been made
  b.. the reasons for those decisions
  c.. what sanctions, if any, have been imposed
  d.. information about how to appeal

7.5 The board may impose one or more of the following penalties on a 

  a.. to issue a written reprimand;
  b.. to dismiss the individual from a post to which they were appointed by 
the board;
  c.. to call for the director's resignation;
  d.. to dismiss the director (in accordance with the Articles);
  e.. to take any other actions within their powers which they deem 
appropriate in the circumstances.

8 Finance

8.1 Any bank account held in the name of, or otherwise on behalf of the 
company, should have at least two authorised signatories.

8.2 The signatories appointed must be, in the opinion of the board, 
sufficiently independent of each other.

8.3 Where expenditure has been approved by the board in advance (either 
directly or through delegated authority), payments above an amount specified 
in the finance policy must either be authorised by at least two signatories 
or, where this is not possible, a sole signatory must obtain the consent of 
one other currently serving director who has previously been authorised by 
the board as an account signatory (on any account).

8.4 Where expenditure has not been approved by the board in advance, 
payments above an amount specified in the finance policy must either be 
authorised by at least two signatories or, where this is not possible, a 
sole signatory must obtain the consent of one other director who has 
previously been authorised by the board as an account signatory (on any 

8.5 No person may approve his or her own expense reimbursement as a sole

9 Amending the Bye-laws

9.1. Where matters are reserved to the members by the Articles (Bye-laws 
marked *), they can only be amended by resolution of the company.

9.2 In all other cases, the Bye-laws can only be amended, added to or 
revoked if not less than two-thirds of the currently serving directors vote 
in favour of such a resolution.


Cancellation Policy (for 2011 only)

If you cancel on or before 22 July, you get all your money back less any
directly incurred costs (eg. stamps, postal order fee etc).

If you cancel on or before the 1st August but after 22 July, there will be 
an administration fee of GBP 20 in addition to the directly incurred costs.

If you cancel after 1st August, no refund will be due.


Reserves policy

The company needs to have sufficient funds to:
 *  enter into contracts with two venues simultaneously,
 *  to pay a venue's shortfall charge between our target attendance and
    the pessimistic estimate of the attendance
 *  to cover unknown and unexpected charges

The company will maintain reserves between two limits to cover these
expenses. If the reserves are outside these limits, the company will take
action, by modifying the fees for the next conference or otherwise, to
bring the reserves back into the desired range.

A high estimate of the venue deposit is 20% * 90 * GBP 180 = GBP 3240.
A high estimate of the second venue deposit is GBP 3240.
A high estimate of the shortfall charge is 50% * 20 * GBP 180 = GBP 1800.
A high estimate of the unknown charges is GBP 1500.

The upper limit will be set at GBP 9780.

A low estimate of the venue deposit is 15% * 75 * GBP 165 = GBP 1856.25
A low estimate of the second venue deposit is GBP 1856.25.
A low estimate of the shortfall charge is 50% * 5 * GBP 165 = GBP 412.50
A low estimate of the unknown charges is GBP 1000.

The lower limit will be set at GBP 5125.

Notes (not part of the policy):

If the reserves are very close to the lower limit, we might not have the
flexibility to choose the venue we want. I've set the low estimate of the
deposit at 15% rather than 10% so we don't get forced into one venue in
this case.

If we are already in a contract with the one or two venues the reserves
limits should be adjusted down by the deposits actually paid, not by the
deposits budgeted for.

If funds have been designated for a particular purpose, they don't count
as being available to cover the costs of the venue deposit etc. The
policy applies only to unrestricted undesignated funds.

At the time of writing, we have paid GBP 2837.50 in two venue deposits and
our general reserves are at GBP 5022.69. This is within the lower and
upper limits.


Finance Policy (Specified amounts)

The amount for Bye-law 8.3 to apply shall be GBP 1,000
The amount for Bye-law 8.4 to apply shall be GBP 50