2014 AGM/Minutes

From Wikimedia UK
Jump to navigation Jump to search
These minutes were approved at the AGM of 25 July 2015.

Minutes of the 2014 Annual General Meeting, The Barbican Centre, London, Saturday 9 August 2014

1. Chairman’s Welcome and Introduction

The AGM came to order at 16:30 with Michael Maggs in the chair. The charity’s auditor, Jon Warsop, and its solicitor, Miguel Pereira, were in attendance. All Board members were present apart from Padmini Ray Murray who was in India.

The Chairman welcomed members and others to the meeting and explained the purpose of the AGM. He indicated that while the meeting was open to all, only members of the charity would be entitled to speak and vote. Given the time constraints and the need to hear as many views as possible, he said that he would allow only fairly brief statements from members and that he did not intend to have extended, back-and-forth discussions from the floor. Voting on all resolutions would take place at the end of the meeting and would be by poll, so that proxy votes cast in advance of the meeting could be included.

2. Approval of 2013 AGM minutes

The first item on the agenda was the approval of the minutes of the 2013 AGM. There were no questions about the minutes and the meeting agreed them nem con as presented.

3. Board Report

The Board chair, Michael Maggs, reviewed the main items of work the Board had undertaken since the previous AGM, concentrating specifically on Board issues rather than on our external charitable programmes. He noted that 2013-2014 marks our second full year as a registered charity. This year, the Board has addressed itself seriously to tackling the detailed regulatory requirements imposed on us as an English charity, and also the question of strategy: how do we ensure that everything we do is focused on maximising charitable impact for the movement as a whole? That requires us to know what we are doing, to measure it, to work out the costs and resources involved, and to analyse whether our activities maximise that impact. We have been focusing closely on effective use of our resources - volunteers, staff and funds - all of which are limited.

In the last 12 months we have completed and implemented a large piece of work of several years' gestation: a five-year strategy, complete with SMART targets and metrics. This has thrown up some interesting results already: in some areas we have found we are actually having a much greater impact than we thought we were, but that impact had never previously been measured.

Also in the last 12 months we have completed the governance recommendations of the Hudson review, commissioned and published a follow-up review, with gratifying conclusions, and have just commissioned a final review to be published by Christmas.

Board members have been steadily taking a more strategic approach to their role, in line with best charity governance practice, and have stepped back from directly running specific activities. This has led to more effective delegation and more transparent accountability.

Shifting focus away from the day-to-day management of ongoing activities has allowed the Board to be more ambitious and to think about what more we should be doing in future years. Two major pieces of work were currently in progress – the scoping of IT and technology needs, and an analysis of future sources of funding. The board is working to increase not just our income, but our charitable impact.

4. Finance Report

Honorary Treasurer Greyham Dawes highlighted the work of the last year in laying the foundations for performance-reporting, with a competent quarterly financial management and budget-monitoring system. In addition, a review of fundraising strategy was in progress, and this would be crucial in helping us chart a future path towards greater financial independence.

Greyham summarised the 2013 Accounts, noting that our total income for 2013-14 was just over £687k, compared with £426k for 2012-13. This included a Foundation grant of nearly £332k. Against that income, our expenditure last year totalled £641k. This went on a wide variety of charitable projects. Similarly, the costs-to-proceeds ratio for our fundraising activities last year, at less than 20%, is comparable with the fundraising performance statistics published on the Institute of Fundraising website for centralised fundraising, at just over 20% from their sector research.

“For the current financial year”, he continued, “we again have an agreed budget of nearly three-quarters of a million pounds, spread over a wide range of public benefit charitable projects, with the funding being about half from our own fundraising and half from a WMF grant”. “Our Audit & Risk Committee and our Governance Committee, on which I serve as treasurer and as the Board’s regulatory compliance specialist, respectively, continued in 2013-14 to fulfil their intended function relieving the Board of much of the detailed aspects of these two crucial areas.”

There was a brief exchange of questions and answers about the 2012-13 reports and accounts as presented.

5. Resolutions

The meeting first considered two special resolutions put forward by the Board with the intention of simplifying and clarifying the provisions in the charity’s Articles of Association concerning terms limits and the resignation of Directors. The Chairman explained that as these were special resolutions they required a 75% majority vote of members.

The meeting next considered an ordinary resolution put forward by the Board, which gave effect to a previous decision to amend the charity’s Articles allowing charity registration in Scotland should that be necessary; a motion to hold an election of board members; a motion to note the annual report and accounts; and a motion to agree that membership fees should remain unchanged for the coming year.

The meeting then moved on to a motion from the Board to appoint auditors. The Hon Treasurer indicated that the previous year’s AGM had voted to put the audit work out to tender. He reported that this had not been done in the year past because of the need to focus efforts on putting adequate financial procedures into place and establishing regular and reliable quarterly financial reports. He anticipated that the audit work would probably be put out to tender in 2015, but asked the meeting to agree to re-appoint UHY Hacker Young for the coming year.

Finally, the meeting considered an Ordinary Resolution proposed by Mike Peel and seconded by Doug Taylor to set aside the decision of the Board and reinstate Ashley van Haeften to membership of the charity on the basis of his re-application following its lapse. Doug spoke in favour of the motion, arguing that Ashley was a longstanding and valuable member of the community and that the decision to decline his membership application was arbitrary, unfair and unwarranted. The Hon. Secretary, Alastair McCapra, spoke against the resolution, indicating that the trustees had taken legal advice and had exercised their lawful duty in determining that the best interests of the charity would be served by declining this particular membership application. He pointed out that, even if passed, the resolution could not affect nor overturn the decision the Board had already taken. He also advised the meeting that the Board had agreed to consider a future application for membership from Ashley van Haeften in a year’s time.

Following this there was a period of discussion with questions and statements from the floor.

6. Votes on Resolutions

The meeting then voted on the resolutions previously presented and discussed. The tellers announced that the results were as follows:

To amend the Articles of Association: in favour 72, Against 0 Abstaining 3. Passed.

To introduce a term limit for trustees: in favour 66, Against 3, Abstaining 6. Passed.

To give effect to previous changes to the Articles required to allow charity registration in Scotland: in favour 70, Against 0, Abstaining 5. Passed.

To hold an election to the Board: in favour 69, Against 1, Abstaining 5. Passed.

To receive the report and annual accounts: in favour 72, Against 0, Abstaining 3. Passed.

To leave membership fees unchanged for 2015: in favour 72, Against 0, Abstaining 3. Passed.

To reappoint the auditors for 2015: in favour 70, Against 1, Abstaining 4. Passed.

To set aside the Board’s decision to decline an application for membership of the charity: in favour 17, Against 45, Abstaining 13. Rejected.

7. Board Elections

Michael Maggs said that as only three candidates had presented themselves for election and that as there were three vacant seats all had been elected unopposed and that no voting would need take place at the meeting.

This was challenged on a point of order from the floor by Rich Farmbrough, who said that the constitution required an actual vote to take place. After discussion with the Secretary and the charity's solicitor, the Chairman said that he would take a vote by show of hands as an ordinary resolution. Individual votes were taken for each candidate, Chris Keating, Simon Knight and Joseph Seddon, and all three were declared unanimously elected. The Chairman welcomed all for a further two year term.

The Chairman closed the meeting at 17:50.