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Minutes of Extraordinary General Meeting
21st September 2016
Present: Martin Calvert (Chair), Adrian Coltman, Adam & Carol Bull, Joan & Mervyn Clayton, Trevor & Diane Kitto, Phil Meadley, Steve Johns, Paul Ellis, Geoff Holden, Kay McDowall, Malcolm Robertson, Dorothy Carter, David Miles.
1. Apologies for Absence
Steve Jones-Blackett, Michael Betteridge, Steve Tyndale-Biscoe.
The project to become a Charitable Incorporated Organisation (CIO) is progressing and we now need to call an Extraordinary General Meeting to consider and approve 3 items, as follows:
- The CIO Application.
- The new FGVW Constitution.
- Three Trustees: Paul Ellis, Adrian Coltman and Martin Calvert.
Martin thanked Steve Johns for doing a lot of the work on the application and also for Paul's input. He also thanked the steering group.
3. CIO Application
Steve had a draft copy of the application that was available to anyone in the Group who wished to go through it.
4. New FGVW Constitution
It had been decided to use and adopt the standard constitution form. If a non-standard one was submitted then this would extend the time taken to agree the application. This constitution is longer than the current one but covers all provisions and is more robust.
Geoff explained the problems he had encountered with a previous group and so it was general agreed that it was good to have a robust constitution in place.
It was proposed to adopt 3 trustees as an interim measure for the purpooses of progressing the application. The 3 Trustees in the interim will be Paul Ellis, Adrian Coltman and Martin Calvert. The constitution dictates that these trustees will resign at the next AGM and then the Group members can elect who and as many trustees as they want. Also at the next AGM the Group will need to look at how membership should be run, the mailing list and if we want to charge, etc.
6. Q&A Session
Steve expected the application to take a couple of months to approve and highlighted a couple of questions still to be agreed by the Group.
The Group need to consider how much notice should be given of forthcoming meetings? 14 or 21 days? The Group agreed that it should be 21 days.
Do we want to allow members to cast votes by post and/or by proxy? The Group decided, no.
What should be the quorum for a AGM? A minimum of 5 was originally agree but then there was some discussion as to whether this was the right decision.
Geoff asked if the constitution included rules for the conduct of meetings as he thought that it should stop key individuals from taking over meetings.
Steve explained that we have a quorum in place and plenty of notice would be given for people to attend meetings so we would only put them in place is there was a need. We have protection over who can become a member and whether they remain a member if they don't uphold the objectives of the Group.
It was agreed to set the minimum for a quorum as 10.
Joan mentioned fees and that we would still need an administrator and continuity. It was agreed that this did not have to be agreed tonight for the application so it would be raised at the next AGM.
David brought up the issue of the long term survival of the Group and the need to promote access to the woods through path building and to educate the community. He would like to see these noted in the objectives for pragmatic reasons so that we can get future funding.
Paul stated that path building and public awareness was already in there. Steve was happy to add in access to the paths and woods. It was in there but needed to be more explicit. The Group agreed and Steve said he would add these in.
David raised concerns relating to decisions taken by the 3 trustees. He was concerned that more people were required as trustees for succession. Martin stated that we can have 8 trustees if we want.
David raised the subject of diversity and that with 3 male trustees we needed scope for younger people and females.
Paul stressed that there was definitely no exclusions in place. The initial trustees were there just to set up the Charitable Status for the Group. They are only interim until the AGM.
David wanted to promote more to encourage other groups of people to join.
Adrian stressed the need to know who was applying and to check that they were fit and proper to act as trustees.
The Group agreed that Paul Ellis, Adrian Coltman and Martin Calvert would be the 3 trustees in the interim and that they would resign at the next AGM.
Paul reassured the Group that the application had no impact on the access to the CTV insurance scheme. The Group can own up to 10 acres of land without impacting the premium.
There does however need to be a change to the risk assessments and Health & Safety agreements and Paul agreed to discuss these with Joan.