Final Agenda for July 2011 board meeting rev 1
Meeting date: Wednesday 20th July 1pm
Meeting chair: Kalen
Meeting location: irc://irc.starlink-irc.org/autscape
1. Ratifications
1.1. Our decision that the company will accept a correspondence
address for a member which may not be the individual's permanent place of
residence in a case where the individual is assuring us that they can be
contacted efficiently via that address.
1.2. Our decision that the dates of Autscape 2012 will be 23-26 July.
1.3. Our decision to approve the expenditure of GBP 1452 on the 2012 venue
deposit
1.4. Our decision to instruct the treasurer and company secretary to sign
on behalf of the company a contract with Belsey Bridge (the Autscape 2012
venue) for at least 90 people at GBP 165 each, with a shortfall charge of
GBP 72.99 per person [*] and with terms 21 days from invoicing. [*We pay for
accommodation, but not food, for the shortfall.]
2. Approvals
2.1. Bye-laws (Appendix A)
2.2. June minutes parts 1 and 2 (final versions posted 28/6/11)
2.3. Cancellation Policy (to apply for 2011 only) (Appendix B)
2.4. Reserves Policy (Appendix C)
2.5. Finance Policy (specified amounts) (Appendix D)
3. Proposals
3.1. The company secretary proposes that we recommend to members that they
vote in favour of a resolution to permit notice of all meetings of the
company to be given via a website
3.2. The company secretary proposes that we recommend to members that they
vote in favour of a resolution to permit the annual report and accounts to
be distributed to members via a website
3.3. The company secretary proposes that we invite the members to readopt
the articles at the forthcoming AGM. [Notes: The articles have already been
adopted by the technical initial members i.e. Peter, Kalen and Yo. It is not
legally necessary for them to be readopted by those who will be members at
the time of the AGM (i.e. what we think of as the members). But, as a
result, the people we think of as our members have never had the opportunity
to approve the new governing document. So, morally, this seems the
appropriate course of action.]
3.4. The company secretary proposes that we ask the chair to issue a
Temporary Event Notice in order to be able to organise regulated
entertainment at Autscape 2011.
3.5. The youth subcommittee chair proposes a delegated budget of £40 for
that subcommittee
3.6. The treasurer proposes that the company appoint CASE Accountancy
Services as independent examiner of the accounts.
4. Follow ups
4.1. Newsletter
4.2. Registration
4.3. Purchase of insurance policies
4.4. New bank account
5. Subcommittee Progress Reports (suggested topics listed)
5.1. Tech (website updating, AV issues)
5.2. Publications/publicity (poster distribution and further publicity
after Autism Show difficulty, business cards, information pack)
5.3. Fundraising (progress on fundraising)
5.4. Youth (liaison with childcare providers, seeking information from
parents about their children attending, youth programme contents and
schedule)
5.5. Programme (invitation(s), schedule, leisure issues)
5.6. Merchandise wg (if necessary)
5.7. Transport wg (if necessary)
6. Key position progress reports (matters not covered earlier)
6.1. Venue coordinator (venue visit, PVSL, ongoing liaison)
6.2. Treasurer (accountant/independent examination, accounts progress)
6.3. Company Secretary (bye-laws, annual report, AGM preparation, legal
issues)
6.4. Chair (overall progress, timetable)
7. Any other business
APPENDIX A
The Autscape Organisation Bye-laws
1 Interpretation of the Bye-laws
1.1 These Bye-laws must be read with the Articles of Association. If there
is any inconsistency between these Bye-laws and the Articles, the Articles
apply.
1.2 The headings and sub-headings in the Bye-laws are only included for
convenience. They do not affect the meaning of the Bye-laws.
1.3 Where the Bye-laws give any power or authority to anybody, this power or
authority can be used on any number of occasions, unless the context does
not allow this meaning.
1.4 Where the Bye-laws refer to months or years, these are calendar months
or years.
2 Directors
*2.1 The maximum number of directors shall be 9.
2.2 Elected directors hold office for three years. Directors can be elected
for subsequent terms of three years. There is no limit on the total period
of time for which a director may serve.
2.3 The period of office starts from September 1st and ends on August 31st.
2.4 After the first elections held after these Bye-laws come into effect,
the board will fix retirement dates for all directors so that one third of
the directors retire each year.
2.5 The directors may make further regulations governing election
procedures.
2.6 Where members elect directors, all such appointments shall be as
directors and not to any named role. Offices of the board described in the
Bye-laws 3.2, 3.3 and 3.4 and/or in terms of reference approved by the
board, shall be appointed by the board and not directly elected by the
members.
2.7 A director can resign by writing to the company secretary. His or her
resignation will take effect 30 days from receiving his or her resignation,
or earlier if the board agrees.
3 The board
3.1 As laid out in the Articles, the directors are responsible for the
management of the company's business. The directors acting collectively
shall be known as the board.
3.2 The board should seek to appoint a chair to provide strategic leadership
and may set terms of reference for the chair. Any person appointed to serve
as chair of the board must be a director of the company. The chair will
normally take primary responsibility for chairing directors' meetings in
accordance with the Articles, but may delegate the task.
3.3 The board should seek to appoint a treasurer to take primary
responsibility for financial matters and may set terms of reference for the
treasurer. Any person appointed to serve as treasurer must be a director of
the company.
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.
3.5 The board may terminate the appointments of any persons to the roles
referred to in Bye-laws 3.2, 3.3 and 3.4 (and any other roles created by the
board) at any time.
3.6 One individual may not simultaneously hold the offices of both Chair and
Company Secretary or both Chair and Treasurer, except for a maximum period
of 3 months in a situation deemed by the board to constitute an emergency.
3.7 The board can appoint individuals (who may or may not be directors) to
carry out roles on behalf of the company, provided that those occupying the
roles are exercising authority properly delegated by the board and that, in
the case of non-directors, the board is ultimately responsible for
supervision of the role. The board can impose conditions and set terms of
reference for such roles. Non-directors appointed to such roles should,
except in exceptional circumstances, be members of the company
3.8 The board may, at their discretion, create vice or assistant positions.
However, there shall be no formal system of succession to or retirement from
any of the positions appointed by the board.
4 Committees and delegated powers
4.1 The board can appoint committees. People who are not members of the
company can be included on committees, but people who are not members of the
company must not account for more than one third of the members on any
committee. The Chair is automatically a member of every committee.
4.2 The board can impose conditions, and it can make rules for the
procedures of committees (including the quorum).
4.3 Committees will be chaired either by a director or by a person appointed
by the board. The chair of a committee will be responsible for reporting to
the board on the work of the committee.
4.4 The board may delegate responsibilities to committees and to individuals
except the following matters (which are reserved to the board):
a.. Approval of the annual report and accounts;
b.. Approval of any significant change in accounting policy, including
changes in the signatories of bank accounts operated by the company;
c.. Appointment or removal of the company secretary;
d.. Remuneration, appointment or removal of auditors or independent
examiners of accounts;
e.. Approval of the company's principle policies and any material changes
to those policies;
f.. Approval of the budget and the general fee structure;
g.. Major changes to the governance structure;
h.. Amendments to the Bye-laws;
i.. Board appointments and removals;
j.. Terms of reference of the Chair, Company Secretary, Treasurer and
Venue coordinator;
k.. Terms of reference and conditions of membership of committees;
l.. Any matter likely to significantly impact on the company's reputation;
m.. Approval of expenditure above £2,000;
n.. Contractual agreements and any other matters involving significant
legal liabilities;
o.. Insurance policies (any material changes);
p.. Rules materially affecting the conduct of members' or directors'
meetings;
q.. Recommending to members:
a.. any matter requiring a special resolution;
b.. motions affecting any of the above issues.
4.5 In delegating its powers, the board can, by passing a resolution, impose
controls and safeguards and require supervision.
4.6 The board can revoke any power which it has delegated, at any time,
without any restriction.
5 Meetings
Members' meetings
5.1 The quorum for members' meetings shall be 20 members personally
attending.
5.2 At members' meetings, if a vote (taken by any method) is equal the
motion is treated as lost.
5.3 Unless a poll is demanded, a declaration by the chair of the meeting
that a show of hands vote has been carried unanimously or by a certain
majority, or lost, is final. A record of a declaration in the minutes of the
meeting is conclusive evidence of the result, and no more proof is needed.
Directors' meetings
5.4 The quorum for directors' meetings shall be one-third of the directors
or 3 directors - whichever is the greater number.
5.5 Resolutions are decided by a simple majority of the directors voting,
unless the Bye-laws or Articles say that a larger majority is needed. If a
vote is equal, the resolution may be decided by casting vote in accordance
with the Articles. If a vote is equal and no casting vote is used, the
resolution is treated as lost.
5.6 The directors may hold meetings for any of the purposes set out in the
objects or for social reasons.
5.7 The board can make rules and regulations relating to these meetings.
5.8 In accordance with the Articles, board meetings can be held via the
internet in such a way that directors can communicate with each other. It is
explicitly not required for directors to be able to see one another.
General
5.9 Matters relating to the conduct of meetings which are not covered by
either the Articles or these Bye-laws will be decided in accordance with
Robert's Rules of Order Newly Revised, 10th ed. (Cambridge, Mass.: Perseus
Publishing, 2000)(RONR). If there is any inconsistency between the Articles
and RONR, the Articles apply. If there is any inconsistency between these
Bye-laws and RONR, these Bye-laws apply.
6 Administrative
6.1 If any notice of any meeting of the company is accidentally not sent to
any member, the meeting will not be invalid as a result.
6.2 Anything done by the board, or by any of its committees, or by any
person as a director, committee member or person appointed to a role by the
board, shall be fully valid and effective even though afterwards it is found
that:
. any meeting was not properly formed;
. there was a defect in the procedure at the meeting; or
. the person was not properly appointed.
6.3 A copy of the Bye-laws must be provided to any member of the company on
request.
7 Conduct of directors
7.1 The board may appoint an investigatory committee and/or hold a
disciplinary hearing if it is found that a director may:
a.. be disqualified under the Articles or company law;
b.. have been convicted of an offence which might bring discredit on the
company;
c.. have failed to uphold a code of conduct approved by the board;
d.. have behaved, by doing something or not doing something, in a way
considered to bring the company into disrepute;
e.. have disobeyed any decisions of the board, broken any of the company's
Bye-laws or Articles;
f.. have failed to comply or co-operate with a disciplinary investigation;
or
a.. have failed to comply with a decision or any conditions made by the
board at a disciplinary hearing.
7.2 The role of an investigatory committee is to (a) establish factual
information pertinent to the issue and report that information to the board;
and (b) recommend a course of action to the board.
7.3 The director concerned has the right to make representations and to have
another person act for them and/or support them at any disciplinary hearing.
7.4 Following any hearing held under Bye-law 7.1 the board must state, in
writing, to the director concerned:
a.. what decisions have been made
b.. the reasons for those decisions
c.. what sanctions, if any, have been imposed
d.. information about how to appeal
7.5 The board may impose one or more of the following penalties on a
director:
a.. to issue a written reprimand;
b.. to dismiss the individual from a post to which they were appointed by
the board;
c.. to call for the director's resignation;
d.. to dismiss the director (in accordance with the Articles);
e.. to take any other actions within their powers which they deem
appropriate in the circumstances.
8 Finance
8.1 Any bank account held in the name of, or otherwise on behalf of the
company, should have at least two authorised signatories.
8.2 The signatories appointed must be, in the opinion of the board,
sufficiently independent of each other.
8.3 Where expenditure has been approved by the board in advance (either
directly or through delegated authority), payments above an amount specified
in the finance policy must either be authorised by at least two signatories
or, where this is not possible, a sole signatory must obtain the consent of
one other currently serving director who has previously been authorised by
the board as an account signatory (on any account).
8.4 Where expenditure has not been approved by the board in advance,
payments above an amount specified in the finance policy must either be
authorised by at least two signatories or, where this is not possible, a
sole signatory must obtain the consent of one other director who has
previously been authorised by the board as an account signatory (on any
account).
8.5 No person may approve his or her own expense reimbursement as a sole
signatory.
9 Amending the Bye-laws
9.1. Where matters are reserved to the members by the Articles (Bye-laws
marked *), they can only be amended by resolution of the company.
9.2 In all other cases, the Bye-laws can only be amended, added to or
revoked if not less than two-thirds of the currently serving directors vote
in favour of such a resolution.
APPENDIX B
Cancellation Policy (for 2011 only)
If you cancel on or before 22 July, you get all your money back less any
directly incurred costs (eg. stamps, postal order fee etc).
If you cancel on or before the 1st August but after 22 July, there will be
an administration fee of GBP 20 in addition to the directly incurred costs.
If you cancel after 1st August, no refund will be due.
APPENDIX C
Reserves policy
The company needs to have sufficient funds to:
* enter into contracts with two venues simultaneously,
* to pay a venue's shortfall charge between our target attendance and
the pessimistic estimate of the attendance
* to cover unknown and unexpected charges
The company will maintain reserves between two limits to cover these
expenses. If the reserves are outside these limits, the company will take
action, by modifying the fees for the next conference or otherwise, to
bring the reserves back into the desired range.
A high estimate of the venue deposit is 20% * 90 * GBP 180 = GBP 3240.
A high estimate of the second venue deposit is GBP 3240.
A high estimate of the shortfall charge is 50% * 20 * GBP 180 = GBP 1800.
A high estimate of the unknown charges is GBP 1500.
The upper limit will be set at GBP 9780.
A low estimate of the venue deposit is 15% * 75 * GBP 165 = GBP 1856.25
A low estimate of the second venue deposit is GBP 1856.25.
A low estimate of the shortfall charge is 50% * 5 * GBP 165 = GBP 412.50
A low estimate of the unknown charges is GBP 1000.
The lower limit will be set at GBP 5125.
Notes (not part of the policy):
If the reserves are very close to the lower limit, we might not have the
flexibility to choose the venue we want. I've set the low estimate of the
deposit at 15% rather than 10% so we don't get forced into one venue in
this case.
If we are already in a contract with the one or two venues the reserves
limits should be adjusted down by the deposits actually paid, not by the
deposits budgeted for.
If funds have been designated for a particular purpose, they don't count
as being available to cover the costs of the venue deposit etc. The
policy applies only to unrestricted undesignated funds.
At the time of writing, we have paid GBP 2837.50 in two venue deposits and
our general reserves are at GBP 5022.69. This is within the lower and
upper limits.
APPENDIX D
Finance Policy (Specified amounts)
The amount for Bye-law 8.3 to apply shall be GBP 1,000
The amount for Bye-law 8.4 to apply shall be GBP 50