AGM minutes 2018

Arran Eco Savvy Community

Community SCIO    SC045785

 Minutes:  AGM 26th August 2018                               

Ormidale Pavilion, Brodick

Present: Elsa Rodeck, Isla Blair, Val Brown, Tricia Sloss, Graeme Bald, Karen Legge, Eric Kay, Gregor McKelvie, Helen Ross, Daren Townsend, Jan McGregor, Rebecca Lacey, Colin Smeeton, Hilary Maguire, Esther Brown, Sue Weaver, Beverley Walker, Jude King, Ruth MacLaren, Derek Morgan, Charlotte Mann, Sarah Kelly

Apologies: Holly Murdoch, Keith Robertson, Nicola Kelly, Bethany Walsh

  1. The minutes of the 2017 AGM were adopted, proposed by Esther Brown, seconded Eric Kay.
  2. Please use this link to view Chair Person’s Report, presented by Esther Brown (There was also a vote of thanks for Esther’s own hard work as Chair and acting Treasurer.)
  3. Please use this link to view Treasurer’s Report 5th April 2017 – 4th April 2018  View Balance Sheet  here. 
  4. There was a discussion following a question from the floor about the large number of projects being undertaken vs the limited number of Trustees, (at this point numbering three). The difficulties of this situation were acknowledged by the Chair, as well as the effects on workload, due to the short-term nature of CCF funding. It was pointed out however that the CCF funding allows us to employ staff to manage those projects. It was also pointed out that Eco Savvy now attracts requests for help from business, which need to be responded to. Eco Savvy has made many efforts to attract new Trustees. The suggestion was made that in dealing with outside bodies and businesses, Eco Savvy might consider inviting reciprocal trustee help.
  5. A questioner asking as to whether potential plans for electric bikes might be competitive with island business, was reassured to know that the proposed CCF project plan is not to rent them, nor to lend to visitors, but provide them as trials for use of Arran residents only.
  6. 5. Election of Board Members. Hilary Maguire was elected as treasurer (proposed EB, seconded BW). The remining trustees were re-elected, with Esther Brown as Chair, (proposed SW, seconded BW) in addition to Beverley Walker (proposed EB, seconded Tricia Sloss) and Sue Weaver (proposed EB, seconded BW).
  7. AOB. Beverley Walker introduced a discussion document about the possible need for changes to the Constitution, following discussions with the Scottish Land Fund about funding for a feasibility study on the Eco Park project.

Notice of requirement to consider amendments to the Constitution

  • Eco Savvy Trustees recently met with both the Forestry Commission (managing Community Asset Transfer CATS) and the Highlands and Islands Enterprise (HIE), managing the Scottish Land Fund (SLF), to discuss the current procedures for Community Asset Transfer (CAT) of land into community ownership.
  • The first stage offered by HIE was to review our constitution to decide if Eco Savvy was eligible.
  • Unfortunately the Board has been advised that Ecosavvy are currently ineligible for the Scottish Land Fund, for the reasoning outlined below.
  • However the HIE has advised

this is not a total showstopper – if eco savvy and it’s members are willing and able to alter the constitution to become eligible by Stage 2, an application to Stage 1 can still be made. Eligibility for SLF stage 1 is: a constitution, a linked bank account, and three unrelated board members. If awarded an SLF Stage 1 using those criteria, then the award would be made with the caveat that the group become eligible by submission of a Stage 2 application.

However, outlined below are quite major changes to the core of the organisation. It is worth considering with the board and your members whether changes of this nature will allow EcoSavvy to still achieve it’s core mission.

  • It was also noted that CATS will require an eligible body on submission of the CATS application

A summary of the changes that would be required  is provided below (and further below for the HIE response):

Definition of community and eligibility for membership

  • Change required to ensure that the transfer of land (and any other assets) is for the benefit of the Isle of Arran community (as opposed to the Eco Savvy ’ community’).
  • This has implications for membership. At present, membership of Eco Savvy is ‘open to all’ and not restricted to those living on or with an address on the Island.
  • Our membership currently totals 586, with 450 with an address on Arran, and 136 with an address outside of Arran (mostly in UK, Europe and US) 21% non Arran Residents, 70% Arran residents.
  • Clearly Eco Savvy wants to build an ‘eco savvy’ community and to send our message as widely as possible, and many visitors to the island sign up in support of our objectives and in particular to receive updates on our activities. I know that one groups in Perth Australia uses our newsletters and postings as an inspiration to their own community group.
  • However our constitution also states that all members can currently be nominated for the Board, and also have a vote on how the Charity runs.

QUESTIONS TO CONSIDER

  • Should only those members who are part of the local community (ie with an address on Arran) be allowed to vote on the direction of the Charity?
  • Should we limit potentially highly skilled trustees who perhaps live on the mainland, from becoming Trustees of the Charity?
  • Is it possible to separate membership into FULL membership (with full voting rights) and ASSOCIATE membership (all membership rights excluding the right to vote)?

Exclusion of Membership

Clause 25 states that ‘Any person may be expelled from membership by way of a resolution passed by not less than two thirds of those present and voting at a members’ meeting, providing the following procedures have been observed:-

  1. at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion;
  2. the member concerned will be entitled to be heard on the resolution at the members’ meeting at which the resolution is proposed.

However, and although there are a long list of reasons provided in the Constitution which outline how a board member may be expelled, there are no reasons provided  which would justify a member to be debarred, (other than failing the broad test of ‘not supporting the objectives of Eco Savvy’)

QUESTIONS TO CONSIDER

  • should we retain the right to debar individuals who, for example
    1. place the name of Eco-Savvy in disrepute
    2. have a conviction or penalty for causing environmental harm
    3. who, as agreed by two thirds majority of members, to be actively working against the objectives the charity?
  • Or, Should this clause be simply removed ?

Other minor amendments

These amendments tidy up and bring the constitution up to date and are considered to be minor, (see blue text below)

  • Ensuring that membership is not discriminatory on race, gender or religion and
  • Establishing that surplus funds are reinvested back into the charity

Given that some of the amendments are considered to be major, the Board wishes to ensure that all members are properly consulted and given sufficient time to consider and respond.  The Board plans to undertake the following actions:

  • Consult further with Scottish Land Fund
  • Develop a range of amendment options
  • Consult with members (30 day consultation)
  • Either call a members meeting, or seek agreement by email vote, to agree on the final changes

The AGM closed at 3.00pm, to be followed by refreshments and opportunities to discuss Eco Savvy activities with stalls and displays.

 

SLF Requirement Relevant EcoSavvy Clauses ET Commentary Proposed Amendment
Definition of Community

(p.11) “This is to be a geographic community as opposed to a community of interest. The boundary of the community to which the organisation relates must be clearly defined. For example, it could take the form of a community council area, parish boundary, local authority ward or could be defined using postcodes. We expect the boundary to be inclusive and to reflect commonly understood definitions of places and not cut across commonly recognised community boundaries.”

N/A

 

Though the purposes reference Arran, Arran is not clearly defined as the area of benefit for the organisation. This links to open membership, and community control below. Can be addressed by amendments to Clause 11
Open membership

(p.11) “Ordinary (or voting) membership must be open to everyone over 16 years (over 18 years is also acceptable) living within the defined geographic community. By ‘open membership’ we mean that membership eligibility requirements are to be inclusive and not discriminatory in terms of individual characteristics or circumstances such as race, religion, or gender.

In addition, individuals who meet the eligibility requirements are to be admitted as members.”

Clause 11

 

Clauses 13-15.

Clause 11 ensures that membership is open to individuals over 16. SLF requires members to be defined by the geographic definition of community (see below)

 

 

S

 

LF does not see the ability to reject potential members as open membership. Current clauses 13-15 deem EcoSavvy ineligible.

Major change on membership eligibility by geographic area– requires vote by members

 

Minor change: can include new clause ((12): Membership eligibility is inclusive and not discriminatory in terms of  race, religion, or gender.

 

 

Major change on the ability to exclude or debar members by resolution– requires vote by members

 

Social Purpose

(p.11) “The organisation’s main purpose must be consistent with furthering the interests of the defined geographic community. As we wish to support projects that will benefit the community as a whole, the Scottish Land Fund is best suited to organisations with a broad community benefit purpose and a good uptake of membership from within the defined community. Organisations that have a more narrow purpose can only be considered if they meet our eligibility requirements and the applicant can demonstrate the project will deliver wider benefits.”

Clauses 4, 4.1 I am taking advice on whether EcoSavvy’s social purpose could be deemed wide enough for SLF purposes. Awaiting advice from SLF
Community Control

(p.11) “Community control must be demonstrated at both membership and board level. The majority of the organisation’s voting members must be individual ordinary members and resident within the defined community. More than half of the voting seats on the board must comprise community directors resident within the defined community and elected by the membership.”

N/A There is no statement ensuring community control at board level – though all directors must be members of the group, because there is no definition of the community at membership level no control is displayed.

 

Likewise, there is no community defined for membership.

Would be addressed by changes to Clause 11

 

 

Non-Profit Distributing

(p11) “Surplus funds or assets should be reinvested into the work of the organisation to further its objects and not be distributed to members or others.

In the event of the organisation being wound up, assets at dissolution must be passed to a non-profit distributing body with similar objectives.”

Clause 107 There is no statement ensuring surplus funds are reinvested into the work of the organisation.

 

There is a statement regarding the winding up of the organisation.

Minor Change – New Section (Surplus Funds) and Clause added ‘Surplus funds or assets are to be reinvested into the work of the organisation to further its objects and not be distributed to members or others.

There is a statement regarding the winding up of the organisation.

 

 

 

September 10, 2018
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