Minutes of September 2012 meeting

Minutes of meeting of the Board of directors of The Autscape Organisation

Meeting date: Sunday 9th September 2012

Meeting time: 2.00pm BST

Meeting Chair: Martijn

Present:  Elaine, Martijn, Stephen, Trish and Yo
Invited guests: Kalen, Peter (former directors)

1. The directors waived their right to formal notice of this meeting (nem con)

2. Proposals

2.1. 2013 Venue and Dates. 

2.1.1. The board decided to hold the next Autscape in 2013 (4 for, 0 against).
Kalen suggested that the board consider postponing the next Autscape until 2014.
She asked the board to consider the difficulty of putting together a good event,
given the current vacancies on the board, limited resources of the remaining
directors and difficulty recruiting additional directors with the needed skills.
While she agreed that a postponement would have the potential to reduce
motivation in the intervening year, it would provide an opportunity to recruit
more directors and decide on a good venue and dates. Yo argued against a
postponement. She asked the board to consider the likelihood that deciding not
to hold another Autscape until 2014 would lead to nothing whatever happening for
a year including nothing whatever happening about getting more directors and
taking decisions about venues etc.. She also argued that it would be more
difficult to get Autscape going again after a year of nothing happening.

2.1.2. The board decided that Autscape should not consider a new venue (one at
which Autscape has not previously been held) for 2013 (nem con). There was a
consensus that, given the weakness of the board at present, Autscape currently
lacks the resources to cope effectively with an unfamiliar venue. Due to
availability and other factors, this meant that only Ackworth School and Belsey
Bridge were available for consideration.

2.1.3. The board decided to attempt to book Autscape 2013 at Ackworth School
from Tuesday 6th to Friday 9th August. (4 for Ackworth School, 0 for Belsey
Bridge; 5 for the dates 0 against (unanimous)). An extended discussion about
this issue took place throughout the meeting. Many directors sought additional
information to that available at the beginning of the meeting and Elaine was
able to contact the two potential venues and provide some additional information
during the meeting which answered many of the outstanding questions. The board
discussed the specific and limited dates for which each venue was potentially
available to Autscape in 2013 and the impact of those dates on accessibility to
school age children and their parents and to those in employment; the
substantially different costs of the two venues and the prioritisation of
financial accessibility in 2013 under Autscape’s accessibility policy; location;
minimum booking requirements; workload for conference organisers; the
possibility of holding Autscape across a weekend and the reluctance of some
directors to experiment in any way in 2013 (given the difficulty of mounting
Autscape at all under the circumstances); and Autscape’s knowledge and
experience of each venue and strengths and weaknesses.

2.2. The board decided to adopt a simplified reserves policy (Appendix A)(4 for,
1 against). Yo felt that Autscape shouldn’t be making changes to financial
policies while we lack an appropriate long term solution to a new treasurer,
since they are likely to have their own opinions on this and other matters.
Martijn felt that we should trust the judgement of the former treasurer and that
the simplification that makes it clearer how much money we actually have, which
is in the interest of both Autscape and the new treasurer. The former treasurer
(Peter) (contributing at the invitation of the board) explained that the
proposed policy isn't actually a substantial change from the status quo but
merely clarifies the policy by making the upper and lower thresholds independent
from the state of venue deposits.

3. Follow ups

3.1. Director recruitment (Yo). The company secretary (Yo) reported no progress
due to lack of time and resources. She undertook within the next couple of weeks
to either (a) get on with it; or (b) tell the board that she can't do it.

3.2. Purchase/transfer of autscape domains (Peter). Peter reported no progress
and requested that the board delegate the task to someone else following his
recent retirement. There was a brief discussion of the current ownership
situation. Martijn volunteered to *attempt* to deal with this issues or to get
others to deal with it. However, he was unable to promise that he’d make any
progress at all.

3.3. Echo feasibility report (Kalen). Kalen (contributing at the invitation of
the board) reported no progress on this and requested to be relieved of the task
given her recent retirement. She commented that everything done so far is in the
archieves of the Echo working group email list. Yo suggested that this is a very
low priority since Autscape currently lacks the resources to take on new
projects and that it could be shelved altogether for the time being and reviewed
occasionally. Martijn suggested that perhaps someone other than the Autscape
board needs to organise something like this, but agreed that shelving the issue
for now may be the best thing.

3.4. Draft chat list guidance (Martijn). Martijn reported no progress but is
still willing to do this when possible. 

4. Roles and responsibilities to take effect immediately:

4.1. Chair (Last year - Kalen) Martijn and Trish volunteered. Martijn commented
that he realises he is not ideal and encouraged additional candidates. Trish
commented that she has considered this with the same reservations. Yo suggested
that, while the board is trying to recruit new directors with relevant skills
(including the skill set required for chair), what is needed is an interim
arrangement and that the combination of chair/vice chair is important. She
expressed the opinion that Martijn would be a good chair provided we have a vice
chair with initiative and prompting skills. She enquired whether Elaine was
willing to volunteer as vice chair. Elaine confirmed that she was but does not
wish to become chair ever. Trish expressed a willingness to serve as either
chair or vice chair and said she would do what people consider best. Peter
commented that Martijn needs a PA rather than a vice. The company secretary
objected to the comment on the grounds that Peter is not a current board member,
Martijn disagreed. Trish suggested that she could do meetings and Elaine could
help prompt. Elaine expressed a willingness to prompt without a title. Martijn
stated that he can do meetings too and he thinks that is one of his stronger
points. The board elected Martijn as chair (3 votes for Martijn, 0 votes for

4.2. Vice Chair (Last year – Martijn) Elaine and Trish volunteered. Stephen
enquired whether Vice Chair is for stepping in if the Chair becomes
incapacitated, or for assisting the Chair and the Company Secretary clarified
that the role of vice chair includes both responsibilities and that it is the
leadership responsibilities which fall on the vice if the chair is incapacitated
but specific tasks (including chairing meetings) can be delegated. Elaine stated
that she was not actually comfortable with the title, but recognised that
Martijn would need a lot of prompting and knows that is something she can do and
work with Martijn on. Trish enquired whether the role could be split. The Chair
(Martijn) responded that splitting the vice chair role would not work very well
for him. Yo commented that the buck needs to stop somewhere and expressed the
view that Autscape needs a vice chair (one of them, not split) during this
interim period while we're recruiting, while accepting that the situation is far
from ideal. The board elected Elaine as vice chair (2 votes for Elaine, 0 votes 
for Trish).

4.3. IT systems manager (last year – Peter). Stephen volunteered. The former IT
systems manager (Peter) explained that knowledge of Perl and SQL is a definite
advantage for this role. Yo asked Stephen whether he believed he would be able
to respond sufficiently quickly and communicatively to requests to modify
things/put things on the website etc. and Stephen confirmed that he does.
Martijn offered to collaborate with Stephen and raised the issue of whether the
board should consider splitting this post. The former IT systems manager
suggested that Autscape should be willing to fund educational resources (e.g.
textbooks) if necessary for training and that a natural split is between web
services (bespoke registration system etc) and everything else (largely standard
Linux), but that any real division of labour has to be determined by the skills
people have. Stephen commented that he will need to acquire more Perl skills;
however, if he needs more SQL skills he probably has various textbooks already.
The chair suggested that it would be more practical if Stephen becomes the main
IT systems person and delegates tasks or works together with others as needed
and there was a consensus in favour of that view. The board elected Stephen as
IT systems manager (4 votes for Stephen, 0 against).

4.4. Interim treasurer (last year’s treasurer – Peter). Stephen volunteered
while recognising that he isn't an ideal candidate. The company secretary
clarified that no-one now on the board is really a qualified ideal candidate, 
but someone needs to hold the cheque book etc. while the board attempts to
recruit new directors with the necessary skills. The board elected Stephen as
interim treasurer (4 votes for Stephen, 0 against). 

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

5.1. 2011-2012 Registrar (outstanding issues from Autscape 2012). The company
secretary reported that unfortunately the 2011-2012 registrar (Debbie) was
unable to attend this meeting. No report was available.

5.2. 2011-2012 Venue coordinator (outstanding issues from Autscape conference
2012). The 2011-2012 venue coordinator (Stephen) reported that due to the
difficulties in coordinating exactly what we have said in various
correspondences between him and Elaine last year, he recommends that we do not
split responsibility for venue coordinator, even with one person delegating
authority to the other, in future if this is possible, unless we can implement
a better system for coordinating what has been spoken to the venue between them.
He commented that there are possibilities there, such as a dedicated e-mail
address for Autscape to talk to the venue via, if we go that option he suggested
a human name would be less intimidating to receive e-mails from than something
like venue-coord@autscape.org, and using this e-mail address to confirm what was
spoken with the venue over the phone with the venue, informing the other people
involved in the process at the same time (And providing documentation of phone
calls), but this may be cumbersome.

5.3. 2011-2012 Webmaster (outstanding issues, handover intentions). The
2011-2012 webmaster (Peter) reported that there is obviously lots to be done.
He intends to send the incoming IT systems manager (Stephen) quite a few emails
in the coming months. The only urgent one is that he needs an ssh public key
from him. The company secretary enquired how long the former webmaster
needs/intends to remain on the Autscape board email list and he responded that
he doesn’t think he needs to be on there even now.

5.4. 2011-2012 Treasurer (actions taken under delegated authority, accounts,
outstanding issues, handover intentions). The 2011-2012 treasurer (Peter)
reported that he thought he had finished the expenses payments yesterday, but it
turned out that he had missed a receipt but has now sent Elaine a cheque. He
stated that he would like to get the accounts for the year finished and that it
makes sense for him to do that even though he doesn't have a duty to do it now
that he has retired. Several directors expressed their appreciation. The former
treasurer further reported that, once the expenses payments are done, he no
longer needs the chequebook or paying in books and that he would like to hand
over the accounts materials in person, but it'll be a couple of months yet. The
company secretary reported that she has received a company tax return reminder
for the 30th September and enquired as to the situation. The former treasurer
responded that the tax return has been filed, but only very recently and
concluded that the reminder was probably in the post prior to the filing. He
also drew the board’s attention to his email to the board list on
recommendations for the future.

5.5. Company secretary (actions taken under delegated authority, outstanding
issues from AGM). The company secretary reported that Autscape’s trademark
registration has now come through. Other than that she reported having not done
anything since Autscape 2012 due to the effects of stress and ongoing
motivational difficulties in relation to her role for Autscape.  She stated that
she is unlikely to be able to carry out her role normally until or unless she
can work through these difficulties.

5.6. 2011-2012 Chair (actions taken under delegated authority, outstanding
issues, handover intentions). The 2011-2012 chair (Kalen) had left the meeting
prior to this point. The new Chair (Martijn) stated that he didn’t think it was
worth calling her back for this report but offered directors the opportunity to
ask specific questions to be passed on to her. 

6. Other business

6.1. Trish raised the issue of future meeting dates and the company secretary
requested that this issue be dealt with on the board email list due to the
length of the meeting.

6.2. The board thanked former directors Peter and Kalen for attending this
meeting and contributing helpful information.

Meeting closed 16:58.

Modified reserves policy (adopted 9/9/12)

a) Designate GBP 2500 of general unrestricted funds for Autscape 2013.
This will principally be used to pay the deposit and other related expenses.
Unused funds will be returned to the reserve after the event.

b) Designate GBP 2500 of general unrestricted funds for Autscape 2014.
This principally be used to pay the deposit and other related expenses.
Unused funds will be returned to the reserve after the event.

c) Set the reserve upper and lower limits to GBP 1000 and GBP 3000 respectively.

d) After a future Autscape event has finished, the funds to start another 
Autscape event should be designated at that point.

The figures are slightly different from the previous policy, but not hugely 
so. The main feature of the change is that it allows a much clearer view 
of what state the reserves are in. At the moment, you need to know if we 
have paid a venue deposit etc, and it includes an allowance for a future 
venue deposit, so you can't answer the question 'how much can we spend 
right now?'