Minutes of the Annual General Meeting 2012

The National Bat Conference, University of York

Saturday 15th September 2012 at 6.00pm

The meeting started at 18.00 hours.

Kate Jones (BCT Chair) chaired the meeting and first introduced the others on the platform,

David Gibbons (Trustee) and Steve Parker (Trustee). The Chair covered some administrative matters.

  • Shereminded members thatrecording the meeting required permission of the attendees.
  • Shepointed out that spareAGM papers were available at the front.
  • She advised that as proxy voting had been made available,the Chair would call for a poll on every resolution so that the proxy votes could be included.
  • She described the manner of the poll – that it would be by a show of hands (in which the voting card should be held) to which the proxy votes would be added.
  • All those who had submitted proxy votes had appointed the Chair as their proxy.
  • She checked if anyone present had also submitted a proxy form – none had.

50 voting members attended at the start of the meeting

1. Apologies for Absence

Apologies were received from:

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Draft BCT – AGM Minutes, 20thSeptember 2011 Page 1 of 10

Registered Charity No. 1012361 (England and Wales), SC040116 (Scotland). Company Limited by Guarantee, Registered in England No: 2712823. Registered office: Quadrant House, 250 Kennington Lane, London SE11 5RD.

Pat Morris

Mary Morris

Lisa Worledge (BCT Partnerships Officer)

Edward Wells

Helen Wells

Michael Ford (Trustee and Hon. Secretary)

Tom Andrews (Trustee and Treasurer)

2. Minutes of the previous Annual General Meeting on 17thSeptember 2011

There were no changes and the Minutes were accepted as a true record.

Resolution 1, to approve the minutes of the previous AGM on 17thSeptember 2011, was proposed byRebbecca Collins, seconded byBob Cornes.

For / Against / Abstain
Votes (those present) / 46 / 0 / 4
Proxy votes / 78 / 0 / 7
Total / 124 / 0 / 11
Motion carried

3. Annual Report of the Board of Trustees 2010-11

The Annual Report was summarised by the chair.

  • Last year saw BCTs 20th Anniversary and the Year of the Bat
  • BCT continued to provide a strong voice for bat conservation to meet the challenges of the economic downturn and the push towards development and growth at the expense of the environment.
  • We have continued to set best practice standards with the publication of the 2nd edition of the Bat Survey Guidelines, launch of the professional training standards and the launch of the Roost website to share best practice.
  • The Chair explained that we continue to be very proud of our science-based conservation approach, particularly with the development of a European bat population indicator using data from 9 countries and a habitat suitability map of the Bechstein’s bat species.
  • We are also very proud of our community outreach projects especially with our Count Bat Project which concluded this year reaching more than 20,000 people over the last four years.
  • The Chair noted that none of this would have been achieved without the huge dedication of the UK volunteers, valued members, supporters, funders and the BCT team.

Resolution 2, to approve the Annual Reportof the Board of Trustees for 2011-12, was proposed byRoger Jiggins, seconded byGail Armstrong.

For / Against / Abstain
Votes (those present) / 51 / 0 / 0
Proxy votes / 81 / 0 / 4
Total / 132 / 0 / 4
Motion carried

Another member joined the meeting at this point which brought the total eligible to vote in the meeting to 51

4. Annual Accounts and Auditors’ Report 20011-12

Steve Parker presented the accounts, standing in for Tom Andrews, Treasurer.

BCT adopts a risk-based approach for our reserves policy in order to define the amount we need to enable us to sustain our operations and protect us from unforeseen events. Based on the budget set for 2012/13, our target for reserves is £462,000. With an estimated £76,500 of additional funding covered by returns on our endowment, restricted and designated funds over the year, this leaves us currently short of our reserves target by £46,942. While we must aim to increase our reserves by this amount, it is important to highlight that our financial reserves are still in a very healthy position compared to many charities.

On behalf of BCT, Steve thanked all the BCT members, donors and partners for their fantastic support and our volunteers, bat groups and staff for their endless hard work on behalf of bat conservation. He stated that he would especially like to thank Gail Armstrong, the previous Treasurer, for all the hard work she has put in to ensure the financial stability and success of the Trust.

He then stated that everyone had been sent the Annual Review which contained the summary accounts, and that hard copies of the full accounts were available at the meeting. Steve asked if there were any questions.

Andrea Durn asked: - In the full accounts on page 23, Profit and Loss, the total figure in the 2012 column differs from the total in the Balance sheet on page 24. What is the difference(of £342) due to?

Julia explained that she would have to double check the difference and explained to members that the document had been checked by our auditors.

Andrea Durn expressed concern that the total in the Profit and Loss didn’t add up. She suggested that if the accounts don’t add up then we shouldhave to qualify them.

After a period of initial investigation Julia explained that there was an error on page 23 on the profit and loss sheet whereby the total 2012 governance figure was stated as £6,700 instead of £6,358 (as also stated in Note 6 for governance expenditure). This led to the incorrect total in the Profit and Loss. Julia said that she would fully check these figures and rectify the £342error, but she suspected this was a version control error.

The Chair suggested that we return to Resolution 3 at the end of the meeting, so that BCT staff could investigate further. It was decided that resolution 4 and 5 should also be postponed.

Another member joined the meeting at this point which brought the total eligible to vote in the meeting to 52

7. Election of Trustees.

The Chairexplained that there were 3 Trustees up for re-election, herself, Steve Parker and Sarah Escott.

The chair explained that in order for her to be re-elected as chair she would first have to be re-elected as a Ordinary Trustee.

Resolution 6, to re-elect Kate Jones as an Ordinary Trustee, was proposed by Roger Jiggins and seconded by Sarah Escott.

For / Against / Abstain
Votes (those present) / 52 / 0 / 0
Proxy votes / 85 / 0 / 0
Total / 137 / 0 / 0
Motion carried

Resolution 7, to re-elect Steve Parker as a Partner Bat Group nominated Trustee, was proposed by Rebecca Collins and seconded by Dwayne Martin.

For / Against / Abstain
Votes (those present) / 52 / 0 / 0
Proxy votes / 85 / 0 / 0
Total / 137 / 0 / 0
Motion carried

Resolution 8, to re-elect Sarah Escott as an Ordinary Trustee, was proposed by Louise Mapstone and seconded by Kirsty Park.

For / Against / Abstain
Votes (those present) / 52 / 0 / 0
Proxy votes / 85 / 0 / 0
Total / 137 / 0 / 0
Motion carried

No other members were due for re-election.

The chair announced that Nick Tomlinson and Annmarie Hanlon were leaving the

Board of Trustees. The chair expressed her sadness to see both go and thanked Nick and Annmarie for their substantial contribution to BCT and the Board of Trustees.

The chair explained that there are four new Trustees up for election, Tom McOwat (Partner Bat Group Nominated Trustee), Steve Markham (Ordinary Trustee), Kirsty Park (Ordinary Trustee) and Bob Cornes (Partner Bat Group Nominated Trustee). Each of these was asked to say a few words about themselves. They each summarised what was written on the ‘Notice to Members and proposals for AGM’ document.

Resolution 9, to elect Tom McOwat as a Partner Bat Group nominated Trustee, was proposed by Andrea Durn and seconded by Anne Youngman.

For / Against / Abstain
Votes (those present) / 52 / 0 / 0
Proxy votes / 85 / 0 / 0
Total / 137 / 0 / 0
Motion carried

Resolution 10, to elect Steve Markham as an Ordinary Trustee, was proposed by Chris Sherlock and seconded by Bob Moon.

For / Against / Abstain
Votes (those present) / 52 / 0 / 0
Proxy votes / 84 / 0 / 1
Total / 136 / 0 / 1
Motion carried

Resolution 11, to elect Kirsty Park as an Ordinary Trustee, was proposed by Jean Matthews and seconded by Tom McOwat

For / Against / Abstain
Votes (those present) / 52 / 0 / 0
Proxy votes / 84 / 0 / 1
Total / 136 / 0 / 1
Motion carried

Resolution 12, to elect Bob Cornes as a Partner Nominated Trustee, was proposed by Roger Jiggins and seconded by Nick Tardivel

For / Against / Abstain
Votes (those present) / 52 / 0 / 0
Proxy votes / 85 / 0 / 0
Total / 137 / 0 / 0
Motion carried

Resolution 13, to elect David Gibbons as Vice Chair was proposed by Tom McOwat and seconded by Sarah Escott

For / Against / Abstain
Votes (those present) / 52 / 0 / 0
Proxy votes / 84 / 0 / 1
Total / 136 / 0 / 1
Motion carried

Resolution 14, to re-elect Kate Jones as Chair was proposed by Kirsty Parks and seconded by Bob Cornes

For / Against / Abstain
Votes (those present) / 52 / 0 / 0
Proxy votes / 85 / 0 / 0
Total / 137 / 0 / 0
Motion carried

The chair explained that we now have 10 Trustees on the board and two spaces left. She explained that our Secretary, Michael Ford will also be leaving next year so we will need to find a replacement for him also. The skill set we will be looking for in future Trustees is policy, marketing and legal/advisory.

The discussion then retuned to the questions about the accounts.

4. Annual Accounts and Auditors’ Report 2011-12

After further investigationJulia confirmed there were two errors, as identified by Andrea Durn.The Chair thanked Andrea Durn for spotting them at the AGM.

The first error was on the 2012 profit and loss,whereby the governance figure was incorrectly stated as £6,700 instead of £6,358, which carried through into the totals on the Profit and Loss. The difference in governance figures was £342.Julia thought this was a version control error missed by BCT and our auditors. This error appearedin full accounts document presented at the AGM but not in the Annual Review sent to members.

The second error was on the Balance sheet whereby the 2011 total net assets figure was incorrectly stated as 1,227,684 instead of 1,277,684. These figures are carried forward from the previous years accounts (2010-11) and there was a copying error which appears in both the full accounts and the Annual Review.

Julia apologised for these errors and for not picking up on them. She explained that we will be sending the full accounts back to the auditors for correction and would ensure members had access to the corrected copy.

A discussion then took place regarding whether we could vote to approve the Annual Accounts and Auditors report 2011-12 (resolution 3) knowing that that these two figures were incorrect.

A separate discussion took place regarding whether it was possible to propose a new resolution during the meeting. It was suggested that we could vote on resolution 3 on the basis that the figures were corrected afterwards. Heather McFarlane explained that we couldn’t propose a new resolution as a Memorandum and Articles state that motions for consideration should be sent to members 28 days before the AGM.

It was decided that the vote on resolution 3 to approve the Annual Accounts and Auditors report would proceed given that the Annual Review, which went to members and is based on the final accounts,had the correct 2011-2012 figures and it was believed that the version of the full accounts presented at the AGM was an incorrect version.

It was agreed that if on further investigation any further errors were found in the final annual accounts and auditors report then BCT would call an extraordinary general meeting to approve the corrected Annual Accounts and Auditors Report (as allowed in the Memorandum and Articles).

Resolution 3, to approve the Annual Accounts and Auditors’ Report for 2011-12, was proposed by Gail Armstong, seconded by Oliver Chope.

For / Against / Abstain
Votes (those present) / 48 / 1 / 2
Proxy votes / 82 / 0 / 3
Total / 130 / 1 / 5
Motion carried

Oliver Chope asked whether the Treasurer should normally be present at the AGM. The chair explained that usually we do have the treasurer at the AGM however he could not attend this meeting.

Dwayne Martin suggested that there should be a system in place for when key people cannot attend the AGM.Julia agreed and suggested that we should perhaps have the Head of Finance attend future AGMs. This has not happened in the past due to the expense of having another BCT staff member attend.

The Chair reiterated that this is an unusual situation. She said that BCT will review this and devise a policy for when key people cannot attend the AGM. BCT will also review control procedures to ensure effective checking of accounts.

5. Appointment of auditors

Resolution 4, to reappoint Sayer Vincent as Auditors, was proposed byBob Moon,seconded by Tom McOwat

For / Against / Abstain
Votes (those present) / 50 / 1 / 0
Proxy votes / 84 / 1 / 0
Total / 134 / 2 / 0
Motion carried

6. Auditors’ remuneration

Resolution 5, to authorise the Trustees to determine the Auditors’ remuneration for 2011-12,

was proposed by Gail Armstrong, seconded by Tom McOwat.

For / Against / Abstain
Votes (those present) / 51 / 0 / 0
Proxy votes / 84 / 0 / 1
Total / 135 / 0 / 1
Motion carried

8. Any Other Notified Business

Accounts - Action Julia Hanmer – To investigate the source of the two errors in the accounts identified at the meeting. To confirm whether thefinal Annual Accounts and Auditors’ Report for 2011-12approved by and signed by the Trustees, contained these or any other errors or if the errors were only found in the version presented at the AGM. If no errors were found in the final signed accounts then a note would be added to the minutes. However if further errors were found and the accounts needed revising or qualifying, BCT would call an extraordinary meeting to discuss the situation.

.

Members of the AGM then voted on this action. The results were that 50people voted for, none voted against and 1 person abstained from voting.

Tom Kunz: The Chair informed members that Tom Kunz was critically injured after being hit by a car in October 2011 while attending a conference in Canada, suffering brain injuries.She explained that we were putting a card together for Tom which will be kept on the BCT stand for people to send their best wishes.

Hearing Loop: Roger Jiggins expressed that he was very disappointed that there were still problems with the hearing loop meaning that he had problems hearing people speak at the conference and AGM again this year. He explained that the same problem occurred last time the conference was held at York and was upset that it hadn’t been resolved. Jane Harris agreed with Roger explaining that she experienced the same problem. Sylvia Jiggins suggested that we could move the loops to the front for future conferences.

The chairagreed that we would investigate this and try to resolve it for future conferences.

The chair formally closed the AGM.

Questions from the floor

There were no questions from the floor.

Note on the Accounts following the meeting

BCT have checked with the Auditors and there are two errors, as identified at the AGM:

  1. P&L - Full accounts page 23, 2012 figures. Under Expenditure, the governance total was shown as £6,700, but £6,358 is shown in the P&L unrestricted column. £6,358 is also shown as the governance expenditure in Note 6 on P29. This figure is for the expenditure on the audit fee. The Auditor made a last minute change, increasing the total by £342 to £6,700 to reflect the amount paid in advance towards the audit in the previous financial year, but did not tell BCT of this change or change the other figures mentioned above. BCT did not spot this change when we were sent the signed off version by the Auditors. This error is not in the version of the full accounts the Trustees approved at the July Board of Trustees meeting and so it is not in the printed Annual Review sent to members.
  1. Balance sheet – Full accounts P30, Annual Review P18, 2010-11 figures. The 2011 column has an error. Total Funds £1,227,684 is shown instead of £1,277,684. The Net Assets does not balance to Total funds. This is a copying error, introduced by the Auditor when they typeset the accounts, which BCT again did not spot. This is in both the Full Accounts and the published Annual Review. It relates to the previous years accounts, which were correct and error free when approved at the 2011 AGM.

Both are checking errors which we and our Auditors should have spotted and corrected. BCT and our auditors, Sayer Vincent, apologise for these errors. We are discussing with Trustees lessons learned to ensure this does not happen again.