Minutes of the Annual General Meeting on Wednesday 28th July 2021 at 7p.m.

(via Zoom)

Present:                                                                                Apologies:

Amanda Armour                                                                  Sheena Herbert         

Elaine Bailey                                                                         Fenella Mowbray

Jenny Freeman                                                                    Amanda Welsh

Mockie Harrison (Treasurer)

Sue Hilton

Caroline Jennings (Chairman)

Sophie Finn (Website)

Barbara Jorgensen

Fiona Kelly (Secretary)

Shirley McArdle

Stephen Oliver

Sonbol Parfitt (Health and Safety)

Heather Wears

Jenny Woods (President)

1. Welcome from the President (Jenny Woods) and apologies 

 Jenny Woods (President) opened the meeting and welcomed everyone present.

This AGM was held online via Zoom due to ongoing concerns regarding COVID 19.

2. Acceptance and Approval of the minutes of the previous AGM 

The minutes of the 2020 AGM were approved by Shirley McArdle and Jenny Woods.

They will be signed by Fiona Kelly and stored on file at the Centre.

3. Chairman’s Report (Caroline Jennings) 

Our last AGM was held on August 20th 2020, a bit later than usual because of Covid.   

I’m not going to go through our various attempts to reopen last Autumn. I know some of you found this frustrating, but our No 1 priority was to keep our members safe which was tricky when we were pre-vaccination and with a relatively mature membership.  

Ironically, being closed was much harder work for the committee than being open as we battled to keep up with govt guidance, understanding what that meant for our organisation and communicating with members. I’d like to thank the rest of the committee enormously for all their personal efforts during this very difficult time especially when they also had their own challenges to deal with. Thanks also to those members who got in touch to show their appreciation of our efforts.

We eventually reopened on May 17th and I’d say we’ve done so cautiously. Many members felt unsure about coming back. I think the Covid H&S procedures we put in place helped to give members the confidence to return. It was a team effort but special mention should go to Sophie Finn who stepped forward to help us nail our Covid procedures, something she knew a lot about from her professional life. Jenny who valiantly rejigged all the groups to make them a max of 6 and Elaine Bailey who had already equipped us with a decent supply of anti-bac sprays, wipes etc which proved invaluable.

When we re-opened we really had no idea how long it would be for. With this uncertainty and to avoid handling cash we decided not to collect session fees until September. We felt it was important for the mental well-being of us all to get back to the centre. So now we are open and it’s great to see the Centre being used and for so many hours per week. We now have 3 hour sessions every weekday morning and afternoon plus groups in on 2 evenings, about to become 3.  

We’ve had a committee reshuffle to try and play to our strengths. Heather, our treasurer, decided to stand down after an incredible 10 year stint and Mockie Harrison from Life Drawing has very competently taken over. I’ll leave Jenny to thank Heather officially later in the meeting. Fiona has moved into the vacant slot of secretary – we have her to thank for arranging this AGM. Sonbol who organised our last exhibition has recently taken on H&S allowing Sophie to create our new website, more of which later. Jenny is dealing with groups, the timetable and our waiting list under the banner of Resources.  

Covid permitting, the committee would like to take the Centre in a more vibrant, varied and inclusive direction. We would like to have more workshops and taught courses in a variety of subjects alongside the self taught groups we already have. However our first priority is for the Centre to be financially viable. So our aims are as follows: 

1.      To introduce a new fee structure and use our new website for payments and membership registration

2.      Update our constitution which Mockie has identified as being in need of review

3.      To attract both new members and also experts to run courses and workshops 

The Centre is entirely run by volunteers. The roles on the committee need to rotate amongst members so do please step forward and do a year or two. You will learn what goes on behind the scenes and will be able to help shape the Centre going forward. We are a supportive group and often have quite a laugh. In particular I appeal for members who feel they could help to promote the Centre and/or attract experts to run new workshops. Or indeed anyone who feels they have creative ideas to help take the Centre forward. If you’re not sure just get in touch and we can have a chat. 

Thank you for listening. I’ll now hand over to Mockie for the treasurer’s report.

4. Treasurer’s Report (Mockie Harrison) 

This report covers the period April 2020 to end of March 2021. (Financial Statements Appendix A) 

It was an extraordinary period in our financial history, when we made a loss as the Covid pandemic hit us and our centre was closed for the entire year resulting in neither regular fees nor hall hire income. However, our regular bills of insurance, utilities and maintenance continued. Owning our building is a wonderful benefit but not a cheap thing! Although it was our second year of loss following the major refurbishments in 2019, it was a manageable loss of about £3500, the largest bill being insurance at about £800. We did make some savings in that we enjoyed a business rates holiday for the entire period and utility bills were way cheaper than our normal payments, particularly with no kilns running.

Thanks to my predecessor Heather Wears, we went into the period with healthy bank balances. As Treasurer, my role is to ensure the financial stability of our charity, particularly ensuring we have a good reserve to deal with emergencies, and Heather certainly did that. She also bequeathed substantial records which have enabled me to understand the detail more readily. Last year Heather remarked that we were in “unchartered waters”, unsurprisingly, I can only repeat that for the future, but with a lot more optimism. It was really wonderful to re-open in May, and a fabulous thing to have a welcome back ‘fees holiday’ for members for 3 and half months. Obviously from a treasurer’s perspective, it will be great to get back to some regular income from September 2021.

We do face some new challenges in finances, as we continue to deal with Covid safety. Consequently we are more dependent than ever on ourselves, the charity members, to self-fund to the tune of about £16,000 a year.  We cannot currently anticipate hall hire income, and interest on our savings account has been reduced to 0.15%, whilst our bills continue to rise. One extreme example is our water bill. In 2019 it was about £4 a month, it now stands at £45 per month, and unlike gas and electricity, we can’t change our water supplier. There are particular reasons for that increase, but it stands as a reminder that life is becoming more expensive for us.

In the future, our major asset remains the building itself, so it is more important than ever to continue to invest in making it well equipped and looking great. We want to realise our ambitions of making it a really vibrant creative hub in Chorleywood. If we can introduce some more one-off tutored workshops which have always proved popular, that will boost our income too.

In summary I think we weathered the storm of 2020/21 particularly well, but I anticipate a need to reduce our reserve somewhat as progress to an improved centre equipped for future needs takes shape. I am confident that as long as our insurance is correctly in place, that this will be a managed risk. My challenge this year will be to make suggestions to the committee as to the best level of reserve to retain and to find methods of ensuring the best returns on our savings.

5. New Payments Structure including revised fees (Caroline Jennings)

The new payments system was presented by Caroline Jennings.

Please refer to attached tables and explanatory schedules (Appendix B).

This was followed by a website payments demonstration by Sophie Finn and the functionality of the website was explored.

A questions and answers session followed

Points Arising: 

It will be possible for members to pay by bank transfer and cheque if necessary. 

Consideration will be given to financial hardship 

Individuals will be required to complete their own clay purchase records at the Centre 

Improvements will be made to the facilities available to artists using the downstairs studio 

Size of the groups will be reviewed before September in view of any COVID restrictions in place at the time. 

As far as possible consideration will be given to members wishes in the construction of the booking system regarding groups. 

Charges and payments for tea and coffee are undetermined

6. Proposed Constitutional changes  

We are proposing amending our constitution. We are also proposing reducing the number of officers and changing the title of the charity's committee. In addition, we need to build in electronic means of communication, and put an emphasis on the charity's members, that's all of us! The proposed new wording is mostly taken from the model constitution that the Charity Commission suggests for a new charity similar to ours. In essence, our current constitution reflects the age in which it was written (1968 and some revision in 1998).  It concentrates largely on the workings of the 'executive committee'. The committee is currently made up of volunteers who attend classes at the centre (there are no paid workers). Our major role, as the charity's trustees, is largely centred on making the charity a viable financial operation, investing income into insuring, maintaining and refurbishing the building, with the ambition to make the centre a great place to encourage the creative arts. In practice a lot of time is spent maintaining the building, doing all we can to ensure member's safety and improving our means of communication and transparency e.g. the new website www.chorleywoodcommunityartscentre.co.uk 

Motions 

Motion 1 Proposed by Mockie Harrison, seconded by Sophie Finn

 "I move that the members of Chorleywood Community Arts Centre approve the rewording of sections of the constitution as follows:

Wherever the title 'the Executive Committee' appears, to be followed by (the trustees)  [Section B, D, E, G, H, I, J, K, L, M, O, P, R,S,T,U and W]"

This motion was put to the vote, Approved by 12 members, no objections 

Motion 2 This motion was withdrawn by the proposer Mockie Harrison 

Motion 3 Proposed by Mockie Harrison, seconded by Fiona Kelly

 "I move that the number of Officers of the charity be reduced from five to three [Section F] as follows:"

F.  OFFICERS AND TRUSTEES

(1) The charity and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this constitution. The officers and other members of the committee shall be the trustees of the Charity and in this constitution are together called 'the trustees'.  At the annual general meeting of the Charity the members shall elect from amongst themselves

(a)   A chair

(b)   A secretary

(c)   A treasurer

(2) omit

(a) omit

(b) omit

Speaking in favour of the motion, Mockie Harrison said that although the number of officers on the trustees committee would reduce from five to three, that there would still be a need for volunteers to become trustees to take on specific roles such as health & safety, premises etc, but their titles wouldn’t be a constitutional requirement and allowed for greater flexibility to reflect the committee’s needs at any one time.

This motion was put to the vote, Approved by 10 members, no objections 

Motion 4. Proposed by Mockie Harrison, seconded by Fiona Kelly

 "I move that the composition of the Executive committee (the trustees) Section G be amended as follows:"

G. APPOINTMENT OF TRUSTEES

(1) the number of trustees shall be not less than five but (unless otherwise determined by a resolution of the charity in general meeting) shall not be subject to any maximum

(2) the trustees may appoint any person who is willing to act as a trustee. Subject to clause (7)

(7) the trustees may not appoint a person to be an officer if a person has already been elected or appointed to that office and has not vacated the office 

Mockie Harrison spoke in favour of the motion saying that the proposed new wording replaces a couple of clauses that are wordy and not easily understood. The maximum number of trustees is removed. It also reflects the current way of working, which is that we welcome as many trustees as are willing to give their time to support the running of the Centre.

Clause 7 is new and replaces the last part of clause 2. 

This motion was put to the vote, Approved by 12 members, no objections 

Motion 5. Proposed by Mockie Harrison, seconded by Fiona Kelly 

  “I move that electronic communication be included in the following sections as follows:”

G. (6) No-one may be elected a trustee or an officer at any annual general meeting unless prior to the meeting the charity is given notice that:

(a) is signed by a member entitled to vote at the meeting;

(b) states the member’s intention to propose the appointment of a person as a trustee or as an officer;

(c) is signed by the person who is to be proposed to show his or her willingness to be appointed.

J (5) The trustees must keep minutes of all:

(1) appointments of officers and trustees made by the trustees;

(2) proceedings at meetings of the charity;

(3) meetings of the trustees including:

 (a) the names of the trustees present at the meeting

(b) the decisions made at the meetings; and

(c) where appropriate the reasons for the decisions

P. (2) Every general meeting shall be called by the trustees.

(1) The minimum period of notice required to hold any general meeting of the charity is fourteen clear days from the date on which the notice is deemed to be given.

(2) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.

(3) The notice must be given by the secretary to all the members and the trustees

R. (3) Minutes of all meetings held shall be made available to all members of the Charity either electronically or by display in the centre

S. Notices

If a notice is required to be served on a member of the charity, it will be sent to that member’s last known email address with a read receipt. If no email address is recorded, a letter addressed to the member’s last known address shall be sent and deemed to have to been received within 10 days of posting.

Mockie Harrison spoke in favour of the vote saying that this proposal replaces the minute book with a written notice, which could be electronic.  It clarifies what is required and covers electronic recording of minutes rather than keeping manual books. In regard to Section P, the replacement words covers electronic notice for any meeting called by the trustees with the membership (this does not apply to committee meetings). Section R We are aiming to have all minutes on our new website, but the new wording covers any request to have minutes sent by email if requested.

This motion was put to the vote, Approved by 12 members, no objections

Motion 6. Proposed by Mockie Harrison, seconded by Caroline Jennings 

"I move that the wording of Section Q be amended as follows:"

Q. Special general meetings.

The trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.

Mockie Harrison spoke in favour of this motion by saying that it is an enhancement to the existing wording. The numbers allow for flexibility on an ever changing number of charity members. It also gives the members the new power to hold their own meeting if a request to call a meeting is ignored and in effect turned down. 

This motion was put to the vote, Approved by 12 members, no objections 

 7. Retiring Officers 

The committee stood down. The President thanked each in turn for their contributions to the committee over the past year. A special thank-you was made to Heather Wears on behalf of the committee and all the members. Heather has served the membership as Treasurer for the past 10 years and has done a fantastic job, not only as Treasurer, but has performed a multitude of tasks during her tenure.  

8. Election of Officers 

The following member (trustees) were proposed for election as Officers to the Executive Committee.

Caroline Jennings was proposed as Chairperson by Sophie Finn, seconded by Shirley McArdle.

Mockie (Monica) Harrison was proposed as Treasurer by Heather Wears, seconded by Elaine Bailey

Fiona Kelly was proposed as Secretary by Caroline Jennings, seconded by Amanda Armour 

The following Member Trustees volunteered for the following Executive Committee roles.

Sophie Finn (Website)

Sonbol Perfitt (Health and Safety)

Jenny Woods (Resources: Timetable, groups and waiting list) 

The Chairman appealed to the membership to volunteer additional help. 

9. Any Questions Arising 

There were no further questions 

10. Close of Meeting 

Jenny Woods thanked everyone for attending and closed the meeting.

Copies to; Executive Committee, Members, Trustees, CCAC File Copy.