Extraordinary General Meeting of the Lochluichart Community Trust

19:00, Monday, 24 February 2014

Garve Hall

Attendees:

Directors: Jennifer Haslam (Chairperson), Jean Bailey (Treasurer), Hamish Leslie Melville, Gordon MacKenzie, Kenny MacLean, Guy Madgwick

Members:John Bedwell, Harry Begbie, Sheena Begbie, Margaret Grant, Sheree Grant, Christopher Hamilton, Patricia Hamilton, Jean Hollingdale, Hazel Keiro, Eliza Leslie Melville, Bertha Logie, John Logie, Alexander MacKenzie, FloraMacKenzie, Ann MacRae, Chris MacRae, UisdeanMenzies, Pamela Morrison, Dena Ross, Ronnie Ross, Dorothy Tarr, Ed Tarr, Susan Tarr, Marion Taylor, Jacqueline West, William Wright

Guests:Zoisa Walton (Eneco), Ian McCarlie (Pinsent Masons, Solicitors)

Company Secretary:Peter Gormley

  1. Jennifer Haslam opened the meeting, welcoming the attendees.
  2. The special resolution to approve the revised Articles of Association was proposed, but was not carried.
  3. Jennifer Haslam then requested questions from the floor on the revised Articles.
  4. John Bedwell stated that whilst he agreed with many of the changes made, he sought clarification on the Objects of the LCT. A long list in the original Articles had been reduced to 2 – Citizenship and Community Development, and that this may limit the LCT. He thought that there should be added objects covering environment / sustainable development and recreation. Ian McCarliereplied saying that OSCR had approved the LCT objects, but that the objects could be interpreted as widely as desired.
  5. Pamela Morrison and Chris Hamilton thought that the Articles should have been approved by the members before submission to OSCR. Ian said that the Board would be taking account of the views of the members in the revision of the Articles, and that it was most important that the LCT achieved charity status.
  6. UisdeanMenzieschallenged why the Articles had been changed. It was clarified that the original articles were not acceptable to OSCR and required changes. Guy Madgwick pointed out that when Eneco took over the wind farm project, the plan had been to put the money into trust, but that Eneco wanted to involve the communitydemocratically in the distribution of the fund. To do this, the LCT requires OSCR approval before the funds can be released.
  7. Chris Hamilton asked about the process of changing the Articles – it was stated by Guy that, if necessary, the Articles will be revised again and again until the members agree.
  8. Ed Tarrand John Bedwellasked questions about the power of veto of the appointed director on the board. It was pointed out that the developer traditionally has a role on the board of such charities, but that the power of veto is rarely used. It would only be used in the event of a significant conflict of interests between a proposed activity of the LCT and Eneco. Ed Tarr suggested that within the Articles it should be made clear that “the LCT is run for and by the community”.
  9. Chris Hamilton raised the subjects of directors’ interests, anddirectors being in office for life with no automatic rotation. Pamela Morrison supported the idea that the current directors should stay in office through the first year’s allocation of funding.
  10. UisdeanMenzies discussed continuity of the board and the inclusion of co-opted members on the board. On a show of hands of the members, it was agreed that automatic rotation of 2 directors each year should be retained, commencing after the first distribution of funds.
  11. Sue Tarr was concerned about Article 44b enabling directors to appoint directors, and stated that any director needs to be elected by members. This was agreed by the vast majority of the members, on a show of hands.
  12. Chris Hamilton questioned whether a quorum of 7 members at a general meeting was adequate – he proposed 20. Ian stated that the size of the quorum cannot be set at an unreasonably high level. A discussion ensued about stimulating members’ interest to increase the attendance at meetings.
  13. Chris Hamilton raised the matter of decision transparency and communications with members. Guy stated that the fund would be available soon, and that it is important for Eneco that all is done in a clear, effective way. Until OSCR approval is granted, funds cannot be made available – for that reason, redrafting of the Articles and subsequent agreement by members needs to be treated as an urgent priority.
  14. John Bedwell expanded on his concerns about the narrowness of the objects in the Articles. On a vote, there was not approval to extend the objects further. It was pointed out by the secretary that there were Fund Application Guidelines that had been developed, which complemented the Articles. These guidelines outline a much fuller range of objectives to be addressed by the fund.
    Some copies were circulated at the meeting and further copies will be emailed to members. Fund Application Guidelines need to be approved by the members before the application process can be launched.
  15. The timeliness of publishing meeting minutes was raised – it was agreed that minutes should be published as soon as practicable after each meeting. Pamela Morrison pointed out that this would keep interest alive in the LCT.
  16. Susan Tarr requested that dates of Directors meetings should be published on the website.
  17. Jennifer Haslam delivered her Chairman’s Report highlighting the logo and poster competitions, the development of the LCT website, the timing of the fund application process, and the progress of the wind farm.
  18. Jennifer Haslam asked the members for their input on ideas for investing the fund in the community over the next 25 years. A number of ideas were forthcoming, including the Puffin Pool Hydrotherapy (Jock Logie), Church facilities (Hazel Keiro), Achnasheen Gun Club facilities and playpark (William Wright), broadband (Sue Tarr), a community shop (Jacqueline West), a mobile shop (Kenny MacLean) and a community minibus (UisdeanMenzies).
    It was pointed out that members will need to organise themselves and apply for such project funding. Gordon MacKenzie pointed out that projects would need to be justified with some form of business plan.
    Guy Madgwick urged members to think of the long term vision, so that in 25 years they can look back on sound investments benefiting the community.
    John Bedwell received confirmation that, if needed, experts may be employed to help in putting together a plan or package for the more complex projects.
  19. Jennifer Haslam closed the meeting at 20:50, thanking the members, directors, Ian McCarlie and Zoisa Walton for their contributions.