Minutes of June 2013 meeting

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

Meeting date: Sunday 16th June 2013

Meeting time: 2.00pm BST

Meeting Chair: Martijn

Present:  Debbie, Elaine, Liz, Martijn, Trish and Yo

Apologies: Stephen

1.      The directors waived their right to formal notice of this meeting (6 
for, 0 against)

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 gave 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). The chair thanked Yo for her work over 
the years.

3.2.   There was a brief discussion about the potential options regarding a 
replacement company secretary and it was noted that the company secretary 
does not necessarily need to be a director. Several possibilities were 
discussed. Advertising this specific vacancy was generally seen as a 
positive option, although it was noted that the general skills were 
previously included in the trustee advertising campaign. Paying externally 
for company secretary services was considered likely to be expensive (one 
example of cost was given - advertised on Google at £47/hr or £375/day, with 
discounted rates available for charities) and have the additional 
disadvantage of a company secretary lacking familiarity with Autscape's 
unique nature. Liz undertook to do some research on this option and to email 
Yo for information about the time commitment involved. The option of not 
having a company secretary was mentioned. One specific potential candidate 
known to the board was discussed, along with potential conflicts of interest 
posed. It was noted that other potential candidates may come forward or be 
identified now that the upcoming vacancy is known. The current company 
secretary (Yo) again referred the board to Appendix A for detailed 
background information on the issue. The issue of a replacement was deferred 
to the board email list for further discussion.

4.      Proposals

4.1.   A proposal from Debbie to create an Autscape fee 'discount' pot was 
discussed. The company secretary (Yo) commented that, whilst she thoroughly 
agrees with all Debbie says about this issue in practice, she is fairly sure 
that, as a charity, Autscape would have to make the rules about who does and 
doesn't not get a discount and exactly how that is decided explicit, in 
order to be demonstrably fair. And that, therefore, we are unlikely to be 
able to find a legal way of using the sort of informal judgement which 
Debbie recommends (and she agreed there is, in practice, a need for). The 
chair (Martijn) felt that, while he supports the idea in theory, Autscape 
does not have the manpower to do this itself and the decision making 
responsibility could be very stressful. In response to a question Debbie 
clarified that she did envisage Autscape running the fund, and Autscape 
making the decisions about who should receive money (because it would have 
the advantage of making Gift Aid available). She hopes that other people 
would see the fund and perhaps donate into it. (She thinks people prefer to 
donate for a purpose rather than to a vague general good.). She further 
clarified that her proposal was intended for 2014 onwards. The company 
secretary (Yo) suggested that it may be possible with further research to 
find ways of navigating around the legal pitfalls. In the course of the 
discussion, there was a general feeling that Autscape's fees are accessible 
even to people on low incomes if they save carefully and prioritise 
attendance at Autscape, but that some potential first time attendees are 
deterred by cost because they may not have heard about Autscape early enough 
to have been able to save and don't yet have enough experience of Autscape 
to know whether they'll get value for money. Offering partial financial help 
or help with additional costs (such as the attendance of a child or carer) 
can therefore encourage first time attendance amongst a group who might 
otherwise never manage to take that step. There was broad support for the 
general intent to facilitate access for this group. The board decided (nem 
con) to ask Yo to work with Debbie to research possible ways of achieving 
something like this and defer the proposal until after Autscape 2013.

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. It was noted that a confirmation screen would be useful in future.

5.3.   Phone/Paper registration (Elaine). Elaine expressed confidence that 
she could provide this facility if it proves necessary but so far it has not 

5.4.   Submission of accounts/annual report by accountants (Stephen/Yo). The 
company secretary (Yo) reported that 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. The former treasurer (Peter) and the 
company secretary (Yo) have some concerns as to whether the deadline will be 
met. Peter has told Yo 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, Yo is 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:
http://www.companieshouse.gov.uk/about/gbhtml/gp2.shtml#ch5q9] The company
secretary (Yo) reminded the board that if we miss the deadline and don't
arrange an extension that Autscape will be liable to fines and all directors
are legally responsible for any failure to submit the accounts on time.

5.5.   Insurance (Elaine). Elaine reported that she lacks some of the 
necessary knowledge but thinks the trustee insurance looks fine and it 
should be a straightforward case of renewal. The event insurance also 
doesn't look that complicated. She doesn't believe we have anything extra 
this year than we have had before. She needs some advice though before 
acting on it and has sent the documents to the company secretary (Yo), 
though Yo was not yet able to confirm receipt. Elaine noted that the 
insurance can be arranged very quickly by phone if necessary.

5.6.   Onsite team coordinator and finalising membership. The chair 
(Martijn) reported that he had initiated a discussion seeking volunteers 
from the board for the onsite team. He noted the need to appoint a 
coordinator. After a brief discussion of the stress involved in the role, 
the board decided (5 for, 0 against) to appoint Martijn and Elaine as joint 
onsite team coordinators.

5.7.   2014 contract (Elaine/Yo). The company secretary (Yo) reported that 
some complications have arisen which are going to require a further vote. 
However she hasn't had time to process the necessary information and produce 
a votable proposal. The issue was deferred to the board email list (nem 

5.8.   Treasurer and trustee recruitment (Yo). The company secretary (Yo) 
noted that the board will have seen a welcome application from a potential 
treasurer which she sees as encouraging progress.

5.9.   Request to film at Autscape 2013 (Martijn). The chair (Martijn) 
reported that he has reservations about Autscape's ability to cope onsite 
with a potential group of 5 filmmakers. The need to ask additional 
questions, including the intended output of the filming, was recognised. Liz 
and Elaine undertook to help Martijn assemble a list of questions to put to 

5.10.   Potential sponsorship offer (Martijn). The chair (Martijn) reported
that the organisation in question now does not want to sponsor Autscape as
such, but they are offering 100 pounds in exchange for a leaflet in the
conference pack (which would be the folders) or an advert in the programme.
A number of important issues were raised in discussion including: whether
the organisation is charitable or commercial; whether Autscape wishes to
actively promote the services they offer; how the donation might be used;
whether the donation offered was appropriate to the advertising requested;
and whether it is possible to facilitate advertising without being seen to
endorse a product or service. The alternative possibility of including an
advertisement in the information pack was mentioned. This was considered
easy to do technically and would not increase printing costs, but raised
further ethical issues including potentially being seen as even more of an
endorsement than a leaflet; indirectly asking participants to print the ad
themselves and the risk that including an ad may be confusing because
participants need to know that the information provided in the information
pack is as literally true and factual as Autscape can make it. The extensive
discussion of the issues raised led to a consensus that the amount of money
on offer was not sufficient to justify the time and resources Autscape would
need to expend in giving proper consideration to and resolving the complex
ethical issues raised in order to ensure that accepting the advertising
would be in the overall best interests of Autscape's beneficiaries. The
board decided to reject this request to advertise to Autscape participants.

5.11.  Outstanding 2012-2013 minutes awaiting approval 
(Martijn) The chair (Martijn) apologised for his lack of progress and 
undertook to continue to try to get to this.

5.12.  Autreat/Autscape overlap possibilities (Martijn) 
The chair (Martijn) reported no progress on this issue.

6.      Subcommittee progress reports

6.1.   Formal Programme (Chair: Martijn) (guidance for presenters; schedule 
issues; other issues) The formal programme subcommittee chair (Martijn) 
reported that he has not started the presenter guidance yet but expects it 
to be easy to base it on last year's. He noted that the presentations and 
presenters are known, see
http://www.autscape.org/programme/presentations and
His priority is drafting a schedule and hopes to have this in the next week 
or two. A brief discussion between the chairs of the formal (Martijn) and 
alternative/leisure (Trish) programme subcommittees produced agreement that 
Martijn will draft an integrated schedule liaising with Trish as necessary.

6.2.   Alternative/Leisure Programme (Chair: Trish) (Interest groups, 
activities proposed, draft leisure programme, other). The 
alternative/leisure programme subcommittee chair (Trish) reported that she 
has restarted the discussion on the interest groups. There are offers to 
help with home groups and possibly interest groups but she wonders how well 
this will work as there is a lot of difference in opinion as to the purposes 
of the groups (between a focus on targeting people who struggle to integrate 
versus some sort of discussion groups). She is trying to contact the 
lifeguards again but had a phone failure and has been trying to collect all 
her contact info again. She needs asap an indication from the formal 
programme subcommittee chair (Martijn) of the hours the lifeguards will be 
needed. She reported having received very little in the way of concrete 
proposals for the alternative programme and intends to try the chat and plan 
(email) lists to encourage further proposals.

6.3.   Publications and publicity (Chair: Martijn) (poster/flyer completion 
and distribution, information pack draft progress, website redesign, 
updating website text, other issues). The publications and publicity 
subcommittee chair (Martijn) reported that the posters and the flyer are 
done, can now be downloaded from the website. He hasn't yet started on the 
info pack, but has made significant progress on updating the design on the 

6.4.   Purchasing working group (Coordinator: Stephen) (name badges?) Due to 
the absence of the purchasing working group coordinator (Stephen) this item 
was deferred to the board email list.

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

7.1.   Registrar (Kalen) (Registration numbers, problems arising, other 
issues) (report received 12th June) The registrar (Kalen) reported that, as 
of [12th June], 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, 
she has 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, she 
is 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. She 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) The 
venue coordinator (Elaine) reported that she has applied for the temporary 
event notice (TEN). Communications have been flowing with the venue as and 
when problems or queries have cropped up. She has been gathering menus and 
is considering visiting again with the Registrar to look over Ackworth again 
and talk to catering direct. She would like to know who intends staying the 
night before so she can make the necessary arrangements. She reported that 
we need to think about when we want childcare to start ie. to cover setting 
up times. She needs to liaise with childcare pretty soon re exact times and 
timetables. The company secretary (Yo) requested that those questions be 
asked on the board email list. The onsite transport coordinator (Elaine) 
asked about getting approval for the expense of transport for herself to the 
station by taxi and the company secretary clarified that advance approval is 
not required for a small expense of that nature and she should merely claim 
from the treasurer afterwards.

7.3.   IT systems manager (Stephen) (website updating, issues arising). Due 
to the absence of the IT systems manager (Stephen) this item was skipped.

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). Although the interim 
treasurer (Stephen) was absent, it was noted under this item that the former 
treasurer (Peter) reported that on 15/6/13 he received the chequebook and 
paying in books back from the accountants and intends to post them to the 
interim treasurer (Stephen) shortly.

7.5.   Company Secretary (Yo) (bulletins, charity commission annual return, 
processing membership applications, actions taken under delegated authority, 
outstanding issues) The company secretary (Yo) reported that she hasn't 
managed to issue any bulletins. She has applied for the PVSL and paid for it 
herself to get around problems with our chequebook not being available. She 
hopes it will come through in time but where they send it is in the lap of 
the Gods. She referred the board to item 5.4 regarding the accounts. She 
reported that the charity commission deadline is end of July which is also 
approaching and she needs much the same documents for that, but will stay on 
it. She has not heard back from Stephen about whether people who applied for 
membership have paid so haven't been able to process them. She apologised 
that there are plenty of administrative tasks which are outstanding or slow. 
She commented that she is trying to triage and get the most essential and 
urgent stuff done right now, because her capacity is very limited.

7.6.   Chair (Martijn) (actions taken under delegated authority, board 
functioning and communication, progress so far in 2012-2013 and next tasks). 
The chair (Martijn) apologised for not producing a chair's report but 
commented that it would not contain anything not discussed earlier anyway.

8.      Other business

There was no other business.

Meeting closed 16.34


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 (http://www.autscape.org/organisation/secretary). 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.