Minutes of July 2011 meeting

Final July Minutes

Minutes of meeting of the Board of directors of The Autscape Organisation
Meeting date: Wednesday 20th July 2011
Meeting time: 1pm BST

Present:  Elaine, Kalen, Katja, Martijn, Peter, Stephen, Trish, Yo,

1.  Ratifications
The board unanimously ratified its decisions taken in the meeting of the 
management committee of Autscape held at 1pm BST on Sunday 19th June 
2011 (minutes available at http://www.autscape.org/organisation/meetings/)

1.1. 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 deposit.

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.   The board unanimously approved the Autscape bye-laws (Appendix A)

2.2.  The decision to approve the June minutes parts 1 and 2 (final 
versions posted 28/6/11) was deferred to list.

2.3. The board unanimously approved the Cancellation Policy (to apply 
for 2011 only) (Appendix B)

2.4. The board approved the Reserves Policy (Appendix C) (5 for, 2 

2.5. The board approved the Finance Policy (specified amounts) (Appendix 
D) (3 for, 4 abstentions)

3.      Proposals

3.1. The board approved the company secretary's proposal 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  (6 in 
favour, 1 against).

3.2. The board unanimously approved the company secretary's proposal 
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 

3.3. The board unanimously approved the company secretary's proposal 
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 board unanimously approved the company secretary's proposal 
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 board unanimously approved the youth subcommittee chair's 
proposal for a delegated budget of GBP 40 for art/craft supplies.

3.6. The board unanimously approved the treasurer's proposal that the 
company appoint CASE Accountancy Services as independent examiner of the 

4.         Follow ups

4.1.      Newsletter

Alexis reported that the working group had not made any progress with 
the next edition of the newsletter. The board felt that we should try 
and get a post Autscape issue out.

4.2. Registration
The Registrar reported that we had 81 Residential booked and 1 non 
Residential. There had been a couple of cancellations from people who 
were coming to help another person. Time was also being taken on 
bookings where people had mobility problems or physical requirements 
that the site doesn't quite satisfy. The  level of slow payers was 
manageable due to the Payment policy agreed in the May committee meeting 
and a Cancellation policy would be useful.

4.3. Purchase of insurance policies
The treasurer reported that the trustee insurance is in place. He was 
also waiting for someone at CaSE to come back to him re the event 

4.4. New bank account
The treasurer proposed that the company change banks from Lloyds TSB to CAF
bank. The board approved the proposal nem con. The treasurer said 
that the form will have to go to all the signatories (himself, Stephen, 
Kalen, Yo) but it will inevitably be delayed due to holidays.

5.       Subcommittee Progress Reports

5.1.     Tech. The tech subcommittee chair reported that the 
questionnaires went up on the website and people are filling them in 
remarkably quickly. The venue co-ordinator said she was sorting out AV 
with Robin v S.

5.2.  Publications/publicity. The publications/publicity subcommittee 
chair said that he had emailed as many relevant organisations in 
Ackworth School's local area as he could find, 7 in total, attaching the 
poster but had had no response from any of them. The business card is 
ready and uploaded to the file area under Publicity, but still needs to 
be printed. He had also not made any progress on the information pack 
yet. It was pointed out that the subcommittee would need a budget for 
all the printing including badges and it was deferred to list to sort 
out an amount.

5.3. Fundraising. The fundraising subcommitee chair reported that there 
had been no progress due to other commitments but she was hoping to get 
fundraising moving in the immediate post-Autscape period when people are 
full of enthusiasm.

5.4. Youth. The youth subcommittee chair reported that she had been in 
touch with the childcare providers and  will confirm times with them 
soon. With the amount of children we have we need two members of staff 
and they have another on standby just in case. The youth programme 
timetable is waiting for the main programme to be finalised so we can 
fit in speakers and we had just got to work out what will happen in 
remaining sessions.

5.5 Programme. The programme coordinator put in the following report:
1. Invited presenter - We had someone accept then cancel and have now 
decided not to continue inviting others
2. Information for presenters - Have had guidance notes and terms and 
conditions though not all presenters have replied to accept these 
(presumably even the committee need to do so)
3. Schedule - Need to confirm sensory visit fits in with the gap we have 
and then will be ready to let people know.
4. Leisure - will be sending out call for leisure activities any day. 
Questionnaire set up ready
5. Miscellaneous - still working on getting lifeguards as response was 
slow. We are now in touch with Pisces Swim School, cost around £14 to 
£16 pounds an hour. It is likely we will be looking at 2 or 3 hours per 
session, hopefully afternoon, possibly evening if that is all that is 

It was pointed out that points 3 and 5 need to be finalised as soon as 
possible because they interact with the insurance.

5.6. Merchandise wg. The merchandise coordinator Stephen said that the 
online store was up and running with t-shirts, mugs and buttons each 
with some options (for example button shape and multiple types of mugs). 
Stuffed animals were in the process of being ordered. Once they are 
sorted, he would know how much money we have available to spend on the 
final batch of sensory toys. He also said that unfortunately there had 
been a last minute issue regarding Autscape t-shirts that if it is not 
resolved it would seem little point in offering the stuffed animals this 
year. He was attempting to resolve it now. Finally the online store 
ready to be advertised.

6.      Key position progress reports

6.1.   The venue coordinator reported that there was a visit to the 
venue on 12 July by herself, Martijn, Yo and Debbie (the Registrar). 
They had a good look at the rooms and spoke to the catering manager. The 
venue has a public video screening license, but we need to get ourselves 
added to it. She would send this and a collection of other requests to 
our venue liaison before she went on holiday tomorrow. She also 
delegated liaison in her absence to Elaine.

6.2.   The treasurer said that he had prepared draft accounts for the 
end of Autscape, the unincorporated members club and he was reminded 
that there is an issue re independent examination. The motivation to 
have our existing accounts checked was as a trial run for the real 
thing. In the meantime, we have become a charity and the new company 
already has the assets that belonged to the unincorporated members club. 
The first accounts for the company will be for the year ending Sept 
2011. There is no longer any value in doing the trial run, but that goes 
back on a previous committee decision. Therefore he proposed to not have 
the accounts for the unincorporated members club 2009/10 independently 
examined, which was unanimously approved.

6.3.   The company secretary said that the Bye-laws were done and she 
was ready to post the call for nominations tomorrow and notice of AGM by 
the legal deadline. She also said that after consultation with the 
treasurer they had concluded that presenting an interim annual report 
for the company to this AGM is not feasible and it will have to be sent 
out to the members after the final report is written towards the end of 
the calendar year. Therefore this AGM will just receive the final 
accounts and annual report for the old Autscape. She also said she was 
well advanced with preparation for the AGM and she should be ready. She 
was not aware of any outstanding legal issues at present.

6.4.   The Chair reported that overall progress is good and that we will 
definitely have an Autscape. Urgent outstanding issues include 
initiation control badges, information pack, leisure activities, room 
assignment (to be done after registration closes) and venue information 
write up. She said she would make a list of things that need to be done 
at the venue when she wasn't there. As venue coordinator she requested 
to be delegated the power to appoint site managers. (approved, 7 for, 1 
abstention). She also said she had been working on a visual timetable of 
the whole Autscape year.

7.     There was no other business

Meeting closed at 14.31 BST


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 
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 
board) at any time.

3.6 One individual may not simultaneously hold the offices of both Chair 
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 
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 
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 
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 
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 
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 
   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, 
controls and safeguards and require supervision.

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


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 
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 

. 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 
Bye-laws or Articles;
   f.. have failed to comply or co-operate with a disciplinary 

   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 
and (b) recommend a course of action to the board.

7.3 The director concerned has the right to make representations and to 
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 
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