Minutes of October 2012 meeting

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

Meeting date: Sunday 21st October 2012

Meeting time: 2.00pm BST

Meeting Chair: Martijn

Present:  Elaine, Martijn, Stephen, Trish and Yo

1.      The directors waived their right to formal notice of this meeting (5
for, 0 against)

2.      Proposals

2.1.   Underwriting. The board decided 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) (4 for,
0 against).

2.2.   Signatories. 2 of the existing 4 signatories have retired from the
board. 2 are required to sign all financial transactions. There was a brief
discussion about the possibilities for new volunteers to become signatories.
There was a consensus that having only 2 signatories (given that 2 are
required) is unwise and more are needed. However the board struggled to
identify willing and suitable candidates. The company secretary emphasised
the importance of appointing signatories capable of exercising independent
judgment. Consequently, the board decided to ask the existing signatories
(former board members) to remain signatories in case of emergencies as an
interim measure until suitable additional signatories can be identified. (5
for, 0 against)

2.3.   Company Secretary. [Yo chose to leave the meeting for the duration of
this item to encourage the free expression of views.] The board reviewed the
performance of the current company secretary (Yo). Views were expressed that
the current post-holder does a generally good job, although tends to be
overly rigid and detailed-focussed. The main concern expressed was the risk
of burn out, however the board felt that they currently lacked viable
alternative candidates. The board decided to ask Yo to stay on as company
secretary for the foreseeable future or for as long as she is able, until we
can find a suitable alternative. (4 for, 0 against).

2.4.   Independent Examination. The board considered a proposal not to have
Autscape's accounts subjected to an independent examination henceforth
(unless it becomes legally necessary) (see Appendix D). The board wanted to
weigh the reputational value of independent examination against the
financial cost, however insufficient information was available to do so at
this time. The board decided to defer the item to the next meeting pending a
cost specification and asked the treasurer to obtain this information from
the accountants (nem con).

2.5.   Use of PayPal. The board discussed a proposal from the former
treasurer to stop charging a surcharge for PayPal payments and adopt PayPal
as the preferred payment method for participant registration (see Appendix
E). Whilst the advantages of reducing admin overhead were clear, concerns
were expressed about known problems with PayPal and the board did not see a
clear rationale for favouring PayPal over alternative methods. The board
decided to stop charging a surcharge for PayPal payments and ask the IT
systems manager and interim treasurer to make the necessary changes to the
registration system to make PayPal equally available as other methods. The
board also decided to enquire of the former treasurer whether he was aware
of a pressing reason in favour of making PayPal the preferred method (5 for,
0 against).

2.6.   Corporation tax return. The proposal was strongly supported by the
company secretary and the interim treasurer. The board decided 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)(5 for,
0 against).

3.      Follow ups

3.1.   Venue booking (Elaine). Elaine reported that the booking form has
been sent to Peter (former treasurer) who still has the cheque book but she
has not yet been able to follow up and confirm that the deposit has been

3.2.   Director recruitment (Yo). Yo reported that she has still not
actually managed to do anything. She said that if anyone wanted to work on
this they should contact her about what needs doing, otherwise she does
realise how important and urgent it is and she will do her best to get to it
as soon as she can cope and free up the time.

3.3.   Chat/experience/plan and info@ moderation, reading etc. (Trish) Trish
reported that there are vacancies in these roles due to the retirements.
Elaine volunteered to join Trish in reading and responding to info@ email.
The chair asked Stephen (IT manager) to arrange for Elaine to have access to
that account. Stephen confirmed that he is a moderator of the Chat list but
rarely has time to read all the mail on it. Yo confirmed that she (in
addition to Trish) is a moderator of the experience list.

3.4.   Purchase/transfer of autscape domains (Martijn) Martijn reported no
progress. Elaine offered assistance.

3.5.   Draft chat list guidance (Martijn) Martijn reported no progress.
Elaine offered assistance.

4.      Roles and responsibilities to take effect immediately:

4.1.   2012-2013 Venue Coordinator (Last year - Stephen/Elaine). The board
elected Elaine as venue coordinator (nem con).

4.2.   2012-2013 Programme Coordinator (Last year - Kalen (formal), Trish
(alternative). The board discussed the strengths and weaknesses of various
potential candidates. Skill in scheduling, attention to detail, independence
and initiative, communication and diplomacy were noted as important for the
role. Concern was expressed about the existing workloads of most current
directors. The possibility of splitting the role in various ways was raised,
but no consensus was reached. The board considered a range of options and
decided to note Trish's interest in the role and defer a decision for
further consideration over the next month. (5 for, 0 against)

4.3.   2012-2013 Registrar (Last year: Debbie) There was a consensus that
this role is particularly suitable for a non-director and potential
candidates were discussed. There was consensus that a decision on this role
is not urgent.

4.4.   Subcommittee chairs (those not automatically associated with posts

4.4.1.      Research. The board noted the need to contact people extensively
in this role and the reluctance of those volunteering (each of whom already
had other substantial responsibilities). The board elected Elaine (3 for, 0

4.4.2.      Fundraising. Elaine noted her intention to present a fundraising
strategy when time permits (and she will try to prioritise this in the time
before Xmas) but expressed reservations about her ability to take on the
role beyond that. No other candidates emerged. The board elected Elaine (nem

4.4.3.      Publications and publicity. Martijn volunteered to continue and
Yo offered assistance as last year. The board elected Martijn (nem con).

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

5.1.   IT systems manager (website updating, registration system, training
needs). Stephen reported that handover progress has been slow over the past
month. While it is going on, he can do day to day updating of the website,
but he is unsure how much access he currently has beyond that. The chair
queried whether there any prospect of the pace increasing and enquired how
the communication involved in handover is going. Stephen noted some delays
and said that he is currently waiting for SSH key to be moved into the right
place. Stephen and Martijn agreed to discuss progress further by email.

5.2.   Interim Treasurer (actions taken under delegated authority, handover
progress, training needs, contact with bank/accountants, anything else)
Stephen reported that there has been no progress on the transfer since the
last meeting. He believes the former treasurer (Peter) is probably waiting
until he has finished the accounts before progressing the handover. The
company secretary suggests that the cheque book could be transferred
immediately (prior to the accounts being finished) which would enable the
interim treasurer to take over issuing payments while the accounts are still
being prepared (as that may take some time yet). Stephen agreed to ask Peter
to do that in the coming week.

5.3.   Company Secretary (actions taken under delegated authority,
outstanding issues). Yo did not have much to report. She has done September
minutes (which were a nightmare) and they've now been approved and are (or
are just about to be) put on the website. She also did the agenda for this
meeting, but hasn't done much else. Mainly she needs to get on with the
recruitment stuff.

5.4.   Chair (actions taken under delegated authority, board functioning and
communication, progress so far in 2012-2013 and next tasks). Martijn had
nothing really to report. He thinks the board functioning and communication
issues are well known to us all. His next task, to be done as soon as
possible, is make a roadmap out of the to-do list Kalen sent and amend it as
necessary so he can figure out exactly who needs to do what when. He
reported being delayed by the loss of his laptop.

6.      There was no other business.

Meeting closed 16.15