Agenda for June 2013 meeting

Final Agenda for June 2013 board meeting - rev 1

Meeting to be held at 2pm on Sunday 16th June at 



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

2.      Note

2.1.   The board decided (by written resolution on 1st/2nd June):

2.1.1.       to adopt a standard rebate of one day for presenters (one 
presenter per presentation) for 2013 and for future years subject to the 
year to year approval of the treasurer that the rebate is affordable.

2.1.2.      to adopt a standard rebate of one day for members of the on-site 
team for 2013 and for future years subject to the year to year approval of 
the treasurer that the rebate is affordable.

3.      Announcement

3.1.   Yo gives the board 3 months notice of her intention to retire as 
company secretary. Her retirement will take effect on 16th September. (see 
Appendix A for further information)

4.      Proposals

4.1.   Debbie proposes that we have an Autscape fee 'discount' pot.

5.      Follow-ups

5.1.   Venue information on website has been updated. Well done all 

5.2.   Registration has opened. Thank you to Peter and Kalen for their work 
on this.

5.3.   Phone/Paper registration (Elaine)

5.4.   Submission of accounts/annual report by accountants (Stephen/Yo)

The Companies House deadline is 30th June. There have been some difficulties 
with contact with our accountants. It seems that the individual who was 
compiling our accounts has left and a supervisor has now taken over our 
file. Peter and I have some concerns as to whether the deadline will be met. 
Peter tells me that he intends to contact the accountants again during the 
week to assess their workload and determine if they will meet the filing 
deadline or not. In case it proves necessary, I am standing by to apply to 
Companies House for an extension of the deadline (which is possible in 
exceptional circumstances beyond our control which should cover this 
situation). [Details of this procedure are available at:]

5.5.   Insurance (Elaine)

5.6.   Onsite team coordinator and finalising membership

5.7.   2014 contract (Elaine/Yo)

5.8.   Treasurer and trustee recruitment (Yo)

5.9.   Request to film at Autscape 2013 (Martijn)

5.10.                    Potential sponsorship offer (Martijn)

5.11.                    Outstanding 2012-2013 minutes awaiting approval 

5.12.                    Autreat/Autscape overlap possibilities (Martijn)

6.      Subcommittee progress reports

6.1.   Formal Programme (Chair: Martijn)(guidance for presenters; schedule 
issues; other issues)

6.2.   Alternative/Leisure Programme (Chair: Trish)(Interest groups, 
activities proposed, draft leisure programme, other)

6.3.   Publications and publicity (Chair: Martijn)(poster/flyer completion 
and distribution, information pack draft progress, website redesign, 
updating website text, other issues).

6.4.   Purchasing working group (Coordinator: Stephen) (name badges?)

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

7.1.   Registrar (Kalen)(Registration numbers, problems arising, other 
issues) (report received 12th June) As of now, on Wednesday afternoon, we 
have 61 adults and 6 children, 2 adults are days only. 3 presenters and at 
least 2 organisers have not yet booked. Around half are paid up. To reduce 
some of the stress we have with the venue and catering, I have been getting 
strict about the very complex diets with some success. We currently have 20 
rooms left, 6 are en suite. Single rooms are by far the most popular and ran 
out some time ago, but as there is plenty of space, I am continuing to 
accept booking for singles. The low take-up of en suite is probably because 
all of them are shared. There is only a small association between income and 
room type. I would take it from this that the £40 discount is not enough to 
entice even low income people to share and that single rooms are more 
important than en suite, which might be relevant to future venue choices.

7.2.   2013 Venue Coordinator (Elaine)(draft menu, matters arising)

7.3.   IT systems manager (Stephen)(website updating, issues arising)

7.4.   Interim Treasurer (Stephen)(actions taken under delegated authority, 
registration payments, paypal handover, training needs - including 
consideration of how the current year's accounts are going to be compiled, 
contact with bank/accountants, anything else)

Report from Peter: "[On 15/6/13] I received the chequebook and paying in 
books back from the accountants. These will go into the post for Stephen on 
Monday so he should get them on Tuesday."

7.5.   Company Secretary (Yo)(bulletins, charity commission annual return, 
processing membership applications, actions taken under delegated authority, 
outstanding issues)

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

8.      Any other business

Appendix A

Personal statement from Yo

As most of you know, I have served on the Autscape board continuously since 
2005 and as Autscape secretary from 2006 and then company secretary since 
2011. I intend to continue as a director at least until the end of my 
current term (which will be in 2014) but need to step down as company 
secretary for the foreseeable future because I can no longer sustain the 
workload and level of responsibility involved. I have been seeking for the 
past year at least to recruit new directors and have particularly sought 
possible replacements as company secretary. Unfortunately I have not been 
able to readily identify a potential replacement and have long delayed 
stepping down as a result. I apologise that I have been unable to identify a 
suitable replacement prior to giving the board my notice. However I cannot 
delay stepping down any longer and the board will need to find an 
alternative. I am willing to offer whatever support and/or training I can to 
the extent that I can manage to do so. I am also willing to continue to 
provide the registered address indefinitely and to forward mail as 

Company secretary's advice to the board on the role of company secretary

Autscape is not legally required to appoint a company secretary. However, 
Bye-law 3.4 states that the board "should seek to" do so. And, given the 
very limited experience of most of Autscape's directors as charitable 
trustees and company directors, I strongly recommend that Autscape continue 
to do so.

The company secretary does *not* need to be a director. However the company 
secretary does need to attend board meetings, be on the board email list and 
to willing to make a fairly substantial time commitment.

It is possible to pay outside experts (e.g. a solicitor) to serve as company 
secretary. However the cost of doing so would need to be considered. Such 
services are generally aimed at organisations very much bigger (and 
wealthier) than Autscape.

A company secretary does not require any particular qualifications. However, 
under Bye-law 3.4, the board does need to be satisfied that the person 
chosen possesses the necessary skills. These skills are set out in the job 
description ( Essentially, I 
would suggest that these are:

- knowledge of or ability to find out about the legal responsibilities of 
Autscape as a company and a charity and ensure they are met

- sufficient initiative, attention to detail and administrative competence 
to effectively support the board by producing agendas and minutes which 
prompt the board to take necessary actions in a timely fashion

- willingness to take on a high degree of responsibility

- capacity for independent thought, balanced judgement and maintenance of 
high ethical standards regardless of personal interests or feelings

For reference, Bye-law 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.