Minutes of July 2013 meeting

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

Meeting date: Sunday 21st July 2013

Meeting time: 2.00pm BST

Meeting Chair: Martijn (up to 5.1); Yo (5.1 onwards)

Present:  Debbbie, Liz, Stephen, Yo, Martijn, Agnes

Apologies: Trish

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

2.  Announcement

2.1. On 30th June 2013 the board ratified (6 for, 0 against)
     its decision to accept the Belsey Bridge contract for Autscape
     2014 at the special rates offered, in the knowledge that it
     requires a minimum attendance of 80 adults + 10 children (90
     total) and that failure to achieve this will require Autscape to
     pay a charge of £78.66 for each unfilled place.

3.  Ratifications

3.1. The board ratified (5 for, 0 against) its decisions to:

3.1.1.   approve the 2011/2012 annual report and accounts (5 for, 0
         against, 1st-2nd July)

3.1.2.   co-opt Agnes Fairhead as a director/trustee of The Autscape
         Organisation, with the intention of her becoming treasurer
         (7 for, 0 against, 30th June - 1st July)

3.1.3.   agree in principle to the film makers coming to Autscape
         (subject to them agreeing to our terms and conditions) (5
         for, 1 against, 4th-8th July)

3.1.4.   delegate finalising the terms and conditions with the
         filmmakers to Elaine, provided that (a) they are broadly in line
         with the draft versions previously posted to the board email
         list and (b) Elaine has the agreement of least one other
         director on the final wording (4 for, 0 against, 15th-16th July)

4.  Proposals

4.1. The board decided to recommend to the membership at the 2013
     AGM that they elect as directors (see Appendix A for further

4.1.1.   Liz Pellicano (4 for, 0 against)

4.1.2.   Debbie Finucane (3 for, 1 against)

4.1.3.   Agnes Fairhead (4 for, 0 against)

4.2. The board decided to delegate a budget of £300 to Debbie for
     the purchase of sensory equipment (4 for, 0 against)

5.  Follow ups

5.1. Replacing the company secretary (retirement on 16/09/13). The
     company secretary (Yo) expressed concern at the lack of progress on
     discussing this issue. The possibility of splitting the role was
     mentioned and the limited possibilities for potential candidates
     briefly discussed. Martijn and Stephen ruled themselves out of
     consideration for either role. The fact that Elaine had done the
     minutes on some previous occasions was mentioned. However her
     already heavy Autscape workload was also a consideration. Agnes
     confirmed that despite lack of prior experience she was likely to
     have some of the skills needed for the company secretary part of the
     role and was willing to be considered. The discussion was
     interrupted as Martijn needed to leave the meeting unexpectedly.
     Following the interruption, the board decided (nem con) to defer the
     issue to the board list for further discussion and agreed that Liz
     would lead the discussion and keep prompting to ensure that the
     board reaches a resolution on this issue.

5.2. Scheduling and room allocation (item taken out of order). The
     formal programme coordinator (Martijn) reported that the formal
     programme schedule is done, but the room allocation isn't. However
     he felt it shouldn't be too hard to do due to previous experience
     with this venue and an imminent venue visit.

5.3. Information pack (item taken out of order). The publications and
     publicity subcommittee chair (Martijn) reported that the first draft
     is currently being proofread and corrected and he hopes to have it
     ready in 3 days.

5.4. Trustee Insurance (Yo). The company secretary (Yo) reported that
     Autscape's trustee indemnity insurance has been renewed with CaSE at
     a cost of GBP 175.50 incl. tax using the previously delegated

5.5. Event Insurance (Elaine). In Elaine's absence, Yo reported that
     she believes Elaine has the information from the insurance company
     and is collecting togther venue specific information etc. Yo was
     hopeful that the insurance would be secured in time but expected it
     to be fairly last minute because much of the necessary information
     isn't available til quite late.

5.6. Onsite team final list and arrival days/times (Martijn/Elaine),
     Martijn had nothing to report.

5.7. 2014 contract and payment of deposit (Elaine/Yo/Stephen). Yo
     reported that the 2014 contract has been signed and posted to Belsey
     Bridge. Stephen reported that he has sent a cheque for the deposit
     to Elaine so she could send it with the contract. However, the funds
     hadn't left the account as of yesterday. It was sent on 10th. Yo
     undertook to check with Elaine that the deposit has been received by
     Belsey Bridge.

5.8. Treasurer and trustee recruitment (Yo). The company secretary
     (Yo) reported that, having had some success (notably Liz and Agnes),
     she now intends to wrap this up and withdraw any remaining ads in
     circulation. Her reasoning is that we now have a board of 8 (and
     that looks likely to continue post 2013 AGM) and the maximum number
     is 9. While we still have some skill shortages she believes the
     board should consider carefully the autistic majority balance issue
     before engaging in a further recruitment campaign. Also with her
     retirement as comp sec it makes sense for her to wrap this up at
     this point.

5.9. Outstanding 2012-2013 minutes awaiting approval (Martijn). The
     chair reported no progress.

5.10.Autreat/Autscape overlap possibilities (Martijn). The chair
     reported that he hasn't done anything on this.

5.11.National Diversity Awards (Elaine). In Elaine's absence, Yo
     reported that Elaine asked them for an extension and has been
     trying to put together the required evidence, despite so many
     other pressing responsibilites right now.

5.12.Review of Experience list due. The board decided (nem con) to
     defer the issue until October due to current workload.

6.  Subcommittee progress reports

6.1. Formal Programme (Chair: Martijn) (guidance for presenters; have
     all presenters registered?; schedule issues; other issues) The
     formal programme coordinator reported that he believes all
     presenters have registered. Writing presenter guidance is on the
     todo list. The schedule at www.autscape.org/programme/schedule
     is pretty much final. Other issues: the alternative programme is
     still being determined so he intends to go ahead without it and make
     it fit together later.

6.2. Alternative/Leisure Programme (Chair: Trish) (double check that
     budget adequate, finalised plan for interest groups, activities
     proposed, leisure programme and liaison on schedule, other). The
     alternative programme subcommittee chair (Trish) reported (in
     absentia) that she has been held up with in depth discussions on and
     off list about the home groups so there are still a number of things
     in progress or to be done however a lot is already in progress.
     Lifeguards confirmed (will need some cash to pay them), in progress
     with offers of activities from people (she has sent some queries to
     the board about some specific activities and requested any concerns
     asap). She has still to do a request for films (and believes we have
     all the licences in place) and entertainment evening. She is working
     on material for info pack and schedule as fast as she can. Debbie is
     looking at sensory items. She queried whether she is responsible for
     quiet room and venue tours. She intends to get requests for rooms to
     Elaine and Martijn asap.

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 he has been intermittently working on the website, updating
     text and some of the menu structure.

6.4. Purchasing working group (Coordinator: Stephen) (name badges,
     confirmation that all supplies needed have been obtained/ordered)
     The purchasing coordinator (Stephen) reported that Debbie has
     ordered the name badges, and between all the materials required for
     registration are either purchased or on order. Trish is ordering
     glowsticks for Sparklies. He has yet to find the template for the
     black circles, but intends to look this evening.

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

7.1. Registrar (Kalen) (Final registration numbers, payment progress
     and any problems arising, room allocation progress, other
     issues). Debbie (while covering for Kalen) reported as follows:

     Current numbers:
        115 in total of which
        107 residential.
        Two infants.
        Seven between the ages of 5 and 17.
        14 carers.

     On track for handing Elaine final figures on Monday.

     Issues and comments:

     A. Some non payers go silent. This happens every year. Its
        impossible to tell when a silent person is silent because they no
        longer want to attend and perhaps don't know how to tell us or
        they are not seeing their emails. Either way these people cause a
        lot of extra work. People tend to notice cancellation emails but
        they may come as a shock to them. Some year we may find someone
        missed a cancellation email and turns up. She asked the board to
        consider the following changes to address this problem.

        1. Ability for people to cancel their booking via the web
           interface - that is not interact with a human.

        2. Option for people to provide a mobile number and we text
           payment reminders to those whose email addresses seem to be
           not working. None of this is urgent and it can be discussed
           during or after Autscape. Others involved in this task may
           also have ideas - Kalen, Stephen, Peter, Elaine (info address)
           and Agnes.

     B. People with complicated bookings who don't book until the very
        last minute leaving us much less time than we'd otherwise have to
        try to accommodate them. She doesn't know what the solution here
        is. We tried once to have an earlier booking deadline for those
        with extra needs, but that resulted in someone pretending they'd
        no needs in order to book. Human behaviour being what it is.

     C. We'd a mistake in the registration system whereby it said all
        bedrooms had sinks. This was true last year but not this year.
        This year only some rooms have sinks. An email to all those not
        in en-suites was sent so we could identify those who need wash
        basins in their room. That in turn led to much room shuffling.
        Ackworth is a difficult venue in this regard.

     D. We filled all the bedrooms. An email went out to all those in
        single rooms asking for volunteers to share their room so we
        could fit in our waiting list. We are very grateful to those who

     E. The diet information was passed to the venue co-ordinator at
        Thursday lunch time.

     F. All registration materials have either arrived or on order.
        She has a bulk order due to arrive on Tuesday.

7.2. 2013 Venue Coordinator (Elaine) (menu/catering liaison, advance
     party arrangements, do venue have a list of our equipment needs,
     information about venue's requirements (e.g. locking up) for
     communication to onsite team, matters arising). Item skipped due to
     Elaine's absence.

7.3. Childcare coordinator (Elaine) (training, times, staffing,
     finalising cost, anything else?). Item skipped due to Elaine's

7.4. Transport coordinator (Elaine) (arrangements with provider,
     payment via registration system, onsite arrangements and timings in
     relation to schedule). Item skipped due to Elaine's absence.

7.5. IT systems manager (Stephen) (website updating, how up to date is
     the members@ mailing list?, issues arising). The IT systems managed
     (Stephen) explained that he has been focusing on sorting out
     purchasing and treasurer related issues and intends to get onto
     making sure the members@ mailing list is up to date tomorrow now
     that the essentials for purchasing have been sorted. Yo reported
     that Peter has updated the members@ list.

7.6. Interim Treasurer (Stephen) (actions taken under delegated
     authority, registration payments, paypal handover, liaison with
     former treasurer (Peter) and treasurer designate (Agnes), contact
     with bank/accountants, anything else) The interim treasurer
     (Stephen) reported that he has sent cheques for Kalen to countersign
     for the deposit for Belsey Bridge, as mentioned earlier. He reported
     that liaison with former treasurer and treasurer designate has been
     slim to none this past month. He is currently sorting out refunds
     for the room downgrades, which is a bit fiddlier a job than he was
     anticipating. He will be posting a cancelled attendee their refund
     today or tomorrow. He now has access to our Paypal accountand is
     coordinating with Kalen and Debbie. Agnes asked if there was
     anything she could do to help, but Stephen felt there wasn't right

7.7. Company Secretary (Yo) (accounts submission, distribution of
     annual report and accounts to members, AGM notice and preparation,
     bulletins, charity commission annual return, processing membership
     applications, actions taken under delegated authority, outstanding
     issues). The company secretary (Yo) reported that she has submitted
     the accounts to Companies House (after the accountants unexpectedly
     returned them to me instead of submitting them themselves). She sent
     them recorded delivery well before our extended deadline so that
     should be ok as far as she knows. She has managed to get the annual
     report and accounts out to the members and Peter ensured that email
     made it to the ones who weren't on the members@ email list. The same
     applies to the AGM notice and agenda. She hasn't had the time or
     resources to write any bulletins (which is one reason the members
     don't know abut new directors yet). She still needs to do the
     charity commission annual return before the end of this month.
     Stephen asked if anyone else could help with this. Yo said it
     requires online access plus knowledge of the requirements, so as far
     as she knows it isn't workable for anyone else to help. She expects
     that she will manage and hoped everything she needs is in the
     accounts and she will be able to just copy and paste. Yo said that
     she would say if she runs into problems. She reported that she is
     not managing to process membership applications and recommended that
     a better system is needed to address the difficulties of having to
     go back and forth with the treasurer.

7.8. Chair (Martijn) (actions taken under delegated authority, board
     functioning and communication, progress so far in 2012-2013 and
     next tasks). The chair had nothing to report.

8.  Other business

8.1. Debbie stated that she feels that it is wrong in principle for
     her to learn in a public forum that she is unsuitable to be a
     director without a) being told why and b) being given the
     opportunity to address any concerns in the same forum. If
     there were concerns about her performance as a director, it
     would have been polite to bring up those concerns in advance of
     the meeting so that she would have the opportunity to rectify
     any misunderstandings. Martijn asked Debbie to note that she had
     1 vote against but 3 for, so the board in fact voted her to be
     suitable. Having said that, he was concerned the vote against
     may have more to do with an interpersonal conflict than anything
     and that does concern me. Yo stated that it is not a performance
     issue and repeated her willingness to email Debbie privately
     explaining her reasons. Yo stated that her vote was a vote
     against a recommendation to the membership. There could be
     many reasons for that. See Appendix A. Yo asked Martijn not to
     imply that she was behaving unethically and stated that her vote
     had absolutely nothing to do with personal feelings. In fact it
     goes against her personal feelings. Debbie is a tremendous asset
     to the management side of Autscape. She will explain her reasons
     for voting the way she did to Debbie in private email. Martijn
     stated that that sufficed as far as he was concerned.

Meeting closed 15.41


Company secretary's advice to the board on the process of deciding
whether to recommend individuals for election as directors

Article 20(2):  No person other than a director retiring by rotation may
be appointed as a director at any general meeting unless (a) that person
is recommended for re-election by the directors or (b) [they are
nominated via the nominations process].

The intent of provision (a) is to allow the board to indicate to the
membership that the board wishes to see elected individuals who possess
particular skills which are needed by the board in order to carry out
its functions effectively. It also ensures that the board can allow such
individuals to stand even if they have not also been nominated.

Directors who were previously elected and are retiring by rotation do
not need to be recommended and can stand in the election anyway.

Directors who joined the board by being co-opted MUST either be
recommended by the board or nominated (or both) in order to stand in the

Directors are reminded that they are under a duty to vote for or against
a recommendation on the basis of their independent and considered views
as to whether the board recommending to the members that they elect a
particular individual is in the best interests of Autscape and not on
the basis of personal views of any kind (positive or negative).
Directors should consider the balance of skills on the board, the
suitability of the person in question to fulfill the requrirements of
being a director (see http://www.autscape.org/organisation/director) and
the overall interests of Autscape.

Under the Bye-laws, the current maximum number of directors is 9.