Agenda for October 2012 meeting

Agenda for October 2012 board meeting

Meeting to be held at 2pm on Sunday 21st October at #autscape



1. Request from the company secretary for directors to waive their right to
formal notice of this meeting

2. Proposals

2.1. Underwriting. To apply the funds from a cancelled place to the cost of
failing to achieve the minimum booking at Autscape 2012 first and only to
Autscape’s funds if funds remain (see Appendix A)

2.2. Signatories

2.2.1. To decide on at least one new signatory for the Autscape bank

2.2.2. To remove Peter and Kalen as signatories (see Appendix B)

2.3. Company Secretary. To review the performance of the current company
secretary and consider whether to renew the current appointment (see
Appendix C)

2.4. Independent Examination. Not to have Autscape’s accounts subjected to
an independent examination henceforth (unless it becomes legally necessary)
(see Appendix D)

2.5. Use of PayPal. To stop charging a surcharge for PayPal payments and
adopt PayPal as the preferred payment method for participant registration
and ask the IT systems manager and interim treasurer to make the necessary
changes to the registration system.  (see Appendix E)

2.6. Corporation tax return. To ask the accountants to file Autscape’s
corporation tax return on our behalf in future and ask the interim treasurer
to arrange this (see Appendix F)

3. Follow-ups

3.1. Venue booking (Elaine)

3.2. Director recruitment (Yo)

3.3. Chat/experience/plan and info@ moderation, reading etc. (Trish)

3.4. Purchase/transfer of autscape domains (Martijn)

3.5. Draft chat list guidance (Martijn)

4. Roles and responsibilities (additional candidates are welcome to state
their interest before or during the meeting) to take effect immediately.
Reminder that it may be possible to appoint non-directors to some roles:

4.1. 2012-2013 Venue Coordinator (Last year – Stephen/Elaine) Candidates:

4.2. 2012-2013 Programme Coordinator (Last year – Kalen (formal), Trish (alternative) Candidates:

4.3. 2012-2013 Registrar (Last year: Debbie) Candidates:

4.4. Subcommittee chairs (those not automatically associated with posts above):

4.4.1. Research

4.4.2. Fundraising

4.4.3. Publications and publicity

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

5.1. IT systems manager (website updating, registration system, training

5.2. Interim Treasurer (actions taken under delegated authority, handover
progress, training needs, contact with bank/accountants, anything else)

5.3. Company Secretary (actions taken under delegated authority, outstanding

5.4. Chair (actions taken under delegated authority, board functioning and
communication, progress so far in 2012-2013 and next tasks)

6. Any other business

Content of email from Peter:

I have a request regarding the underwriting of the Autscape 2012 event.
Note that I have a conflict of interests on this item, but since I am not
a board member any more, I couldn't vote anyway.

The event was underwritten for up to 10 places. The event didn't make the
target number so an amount from the underwriting is due.

As it happens, one person booked, paid and then cancelled after the
cut-off date for cancellations but before we handed in our final figures.
Consequently we received their money but were not charged by the venue for
their place.

This edge case had not been considered when the underwriting was agreed.
In fact, we didn't have a cancellation policy at that time.

I think the money received from that person should go towards reducing the
amount being underwritten first, and then any remainder should go into the
Autscape general funds. This is similar to the way we would pay our
creditors first, and only then take money for Autscape's own funds.

Company Secretary’s opinion:
Autscape has received some unexpected money from a cancellation and we need
to decide what to do with it.  An anonymous donor underwrote up to 10 places
to allow Autscape to take on the risk of the minimum booking at Belsey
Bridge.  Peter declares a conflict of interest.  Peter recommends that we
use the money to reduce the amount that the donor underwriting the unused
places has to pay, rather than just adding the money to Autscape’s bank
account and leaving the donor picking up the full cost of the unused places.
I do not have a conflict of interest in this matter.  As company secretary,
I agree with Peter that this is a reasonable and appropriate use of these
funds.  If Autscape were itself paying the cost of the unused places, this
is undoubtedly what we would do.  The fact that an external donor is doing
so should not alter this and it is very much in Autscape’s interests to
behave reasonably and generously towards such a donor.  I therefore
recommend that the board vote in favour of the proposal.

The current signatories are: Peter, Kalen, Yo and Stephen. The accounts
require two signatories for any transaction.  It is not sensible to remove
Peter and Kalen and leave only two signatories because then Autscape would
be unable to function if either Stephen or I were incapacitated.  It is
preferable administratively if the signatories are in the UK as they do have
to go to a bank branch here and present IDs but a non-UK resident who visits
regularly would probably work ok.  I would expect that Stephen and I will be
the 2 used routinely to sign things and that other signatories would only be
used occasionally due to unavailability or conflict of interest.  The board
should be satisfied that a signatory is (a) trustworthy and (b) capable of
coping with the required administration (signing cheques and posting them
on) before appointing them.

Yo would like to make the following statement to the board:
[This section is confidential to the board and not for publication]
[End of confidential section]

Autscape is no longer legally required to have a company secretary. However,
our byelaws say that Autscape should seek to do so and I do think it is
strongly to be recommended for Autscape given our organisational and
administrative difficulties.

Although I am also a director, I intend to leave the meeting for the
duration of this item in order to encourage directors to engage in a frank
discussion of my performance in the role and the pros and cons of having me
as company secretary.  My priority is Autscape’s best interests not my own
and I would encourage directors to consider the issues on the basis of what
is best for Autscape and without regard to personal feelings or

Peter’s email says:
“I also recommend that if we have our accounts prepared by a third party,
as we did last year, that we do not ask for the accounts to have an
independent examination. I don't see what benefit we, or the members, get
from the examination; the examination is not required by regulation
because of the small size of the charity.”

Company secretary’s view:
I think the board needs to consider the cost versus the reputational issues.
If the board decides in favour of the proposal, I recommend that the
decision is explained to the members and the fact that the accounts *are*
prepared by an external accountant in the first place stressed.

Peter’s email says:
“PayPal service charges
PayPal have now applied the charity rate to our account. This is currently
1.4%+20p. I recommend that that we stop charging a surcharge for PayPal
transactions, and promote PayPal as the preferred payment method.
This purpose is to reduce the administration overhead in collecting

Peter’s email says:
“Corporation tax

I recommend that we ask for the accounts to file a corporation tax return
if one is requested by HMRC. I have filed the return for this year, but
changes that are in progress at HMRC mean that this will become
increasingly difficult to do without special software. The effect of the
changes are that it trivial for the accountants to do the filing, but much
more difficult for us. (Note that this is not the same as filing the
accounts, though it is related.)”