Minutes of November 2012 meeting

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

Meeting date: Sunday 25th November 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.   Independent Examination. The board considered a proposal (deferred
from last month) not to have Autscape's accounts subjected to an independent
examination henceforth (see Appendix A). Some mild concerns were raised
about the potential for a negative reaction from some members, but there was
a consensus that the sum saved (£300-400) was significant enough to outweigh
the likelihood that a relatively small number of members may be less than
comfortable with the decision. The board noted, as last month, that an
independent examination is not a legal requirement for Autscape due to our
small size and that the process is largely redundant since Autscape's
accounts are, in any case, prepared by external accountants. The board also
noted the possibility of having an independent examination less frequently
that every year if that was felt to be of benefit and the importance of
explaining this decision to the membership in advance of queries being
raised. Yo volunteered to write the explanation and Martijn offered to
proofread and simplify. The board decided not to have Autscape's accounts
subjected to an independent examination henceforth (unless it becomes
legally necessary or the board sees fit) and to communicate an explanation
of this decision to the membership. (5 for, 0 against)

3.      Follow ups

3.1.   Venue booking (Elaine). The venue coordinator (Elaine) reported that
the booking form and deposit have been received by the 2013 venue. In light
of this the board decided to announce the time and date of Autscape 2013 to
the public.

3.2.   Director recruitment (Yo). The company secretary (Yo) reported a
continued lack of progress and apologised. Although she feels more able to
tackle it, she seriously lacks time until after Christmas which she
recognised as very unfortunate given the urgency. She again invited
volunteers to work on this to contact her.

3.3.   Purchase/transfer of autscape domains (Martijn) Martijn reported no

3.4.   Draft chat list guidance (Martijn) Martijn reported that he has
posted a first draft to the board list and discussion is in progress. He
asked that the final version be decided on the board list asap.

4.      Roles and responsibilities to take effect immediately:

4.1.   2012-2013 Programme Coordinator (Last year - Kalen (formal), Trish
(alternative). There was a brief discussion of the lack of any new
information or options since last month and the continued lack of any really
workable candidates. Martijn offered to take on the coordinator role as an
interim measure and would like Trish to do those parts where her strengths
lie. The discussion tended towards a model of distributing the required
tasks amongst several board members with Martijn's coordination. The board
decided to elect Martijn as interim programme coordinator for Autscape 2013
(4 for, 0 against).

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

5.1.   IT systems manager (handover, website updating, anything else).
Stephen reported that he hasn't been able to get anything done on this for
personal reasons, but that he hopes things will get much better for him over
the next month. He will do his best to start chasing Peter regarding
handover in the next couple of days. Martijn requested the root password in
order to assist and agreed to liaise with Stephen by phone to achieve this.
Martijn also noted that a large amount of the responsibility for website
updating falls under his role as Publications/Publicity subcommittee chair.

5.2.   Interim Treasurer (progress of the accounts, actions taken under
delegated authority, handover progress including whether he now has the
cheque book, training needs, contact with bank/accountants, anything else).
Stephen reported that he has been in touch with the accountants to get
costing for item 2.1, but has not had much opportunity to do anything else
on this, including asking the former treasurer for the cheque book. Yo
thanked Stephen for providing the board with helpful financial information
regarding item 2.1.

5.3.   Company Secretary (actions taken under delegated authority,
outstanding issues). Yo apologised for the delay in producing last month's
minutes and noted that they are now more or less complete (though she still
needs Martijn to sort out an issue before they will be final). She reported
that she has not done much else for the usual reasons and noted that
recruitment still her priority. Martijn undertook to try to resolve the
issue with the minutes the same day.

5.4.   Chair (road map, actions taken under delegated authority, board
functioning and communication, progress so far in 2012-2013 and next tasks)
Martijn reported a lot of progress on the road map, thanks to Elaine, who
converted the former chair's crude to do list into a nice spreadsheet. He
needs to find some time and energy to look this over, distil it, match it
with Yo's mindmap, and post a roadmap to the board list and the relevant
subcommittee lists. He hopes to get this done in the next week or so.
Martijn noted people using the board list a little more again and encouraged
directors to keep it up. He encouraged directors to try to get into the
swing of things now and do something Autscape related every day if possible
(even if just to talk to someone) to avoid forgetting about it. He concluded
that the board is only just getting started, but at least we are in fact
getting started. He noted that the next tasks are to announce Autscape 2013
officially and get the call for proposals out (which needs either Stephen or
Martijn to figure out how to get the proposal form working.). The company
secretary reminded the board that if they need to know what was said in the
last meeting they should look in the minutes.

6.      The fundraising coordinator (Elaine) noted with appreciation a
recent donation of £80 via Paypal from Rosie Sherringham from a Cake Sale.
The board decided to create a website page to thank donors, but to
explicitly ask donors whether they wish to be publicly acknowledged in this
way (nem con).

Meeting closed 14.51


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.

Additional information:

Stephen's wrote:

As requested, I've been in touch with our accountants to get the cost of
filing with and without independent examination:

With examination would cost us £700 like last year.
Without examination would cost us around £300-400.

The cost of corporate tax filing would be £150. (Secretary's note: The board
decided last month to ask the accountants to file this - see 2.6 October
2012 minutes)