Minutes from Directors meeting 8th April 2019

Greenslate Community Farm

Minutes of the Board Meeting on 8th April 2019

Present: Ian Nicolson, Rhiannon Jones, Ian Bowyer, Dan Halliday, Paul Corkhill, David Fairhurst, Joe Taylor, Jane Fairhurst, Kath Godfrey
Apologies: Neil HIckson and Francis Malina

Agreement of last meeting’s minutes
Proposed by IN, seconded by RJ

IN opened the meeting, welcomed new board members and outlined some general house rules:

Meetings should be limited to 2 hours, although this was anticipated to take 2.5

Minutes need to be sent out and agreed as promptly as possible

The board should aim to complete one definitive action from each meeting in time for the next

Members must endeavour to work as a team for the best interests of the farm

Proxy voting – Nick Ashcroft

NA presented a concern shared with him by a number of members, that at the recent AGM the previous board had allowed an unconditional proxy vote, resulting in the soliciting of donated votes, with over 50% of voters not present. Proxy votes were donated to a small number of members (rather than those members being instructed on how to vote), effectively giving different people different voting rights. He suggested that based on rule 57 (all members should have equal voting rights) the election was not legal. Furthermore the 2014 parliamentary act governing our society states that the default state is not to allow proxy voting unless it is specifically stated within our own rules and accompanied by conditions, which it is not.

NA noted that on this basis technically the board should voluntarily stand down or 10% of the membership could call a meeting to demand this, however once the board has met it is considered to be a legitimate meeting and he was not suggesting that a new election should be held, but rather it should be clearly documented to the members that an error had been made, citing the act that underpins the society rules.

DF contested that the vote was illegal citing rule 94 (that a board of directors may make amendments provided they are consistent with the Rules and the Act) and suggested that by offering the option of a proxy vote this implies that the proxy vote had been agreed by the board. He suggested a review of practices for future AGMs and an acknowledgement that the proxy voting was not handled according to best practice.

It was agreed that the vote was not well handled and the election had thrown into light issues with procedures that previously had not presented a problem. There was no consensus on whether the process was by definition illegal. It was suggested that any statement made to the members should not imply an error was made nor state that it was illegal as this could result in a backlash.

JT proposed a review of proxy procedures. Seconded by DF

DH proposed a statement be put together and agreed by Nick before sending out to the membership. Seconded by Ian

NA suggested the need for an overall review of rules and tightening up on procedures e.g. sending of notices etc., as well as the need to declare the interests of board members, in particular noting that there are both staff and residents on the board.

Introduction to board members

KG: Founding member involved in most elements of the project at one time or other, determined to ensure the project becomes fully sustainable, continues to provide an inspirational, educational experience for visitors, and continues to further its original transition aims.

DH: Volunteer since 2017 both in practical activities and running events, keen to further the development of the site and project and to support the staff.

PC: Neighbour and resident for many years, now keen to have more input as the project grows.

JT: Founding member and local resident, principally aiming to engage more local people in the project.

DF: Neighbour and resident for many years, supportive of the founding principles and the care farm and hoping to bring senior management experience in strategy, policy, and corporate governance to improve the management of the project.

JF: Neighbour and resident for many years, supportive of the founding principles, educational aims and return of animals to the farm. Keen to bring previous experience of running organisations and developing best practice.

RJ: Founding member and coordinator for animals and education, keen to ensure that the farm provides a good and informative experience to visitors

IB: Volunteer and local resident, looking for a new challenge and bringing experience of health and safety management.

IN: Member of staff and support worker since 2015, passionate about the positive effects of the farm on learners and keen to further develop the care farm opportunities.

Election of officers

Secretary role to be split:

KG company secretary

DF minutes secretary

JT membership

Chair – IN.

Proposed by JF, seconded by KG.

Treasurer – It was noted that the board lacked skills to fulfil the position. DF/JT suggested asking the membership and secondarily paying someone. It was stated that any member should be agreed by majority

It was noted that there are still sufficient signatories on the account without Mark Tebbutt on the board

7(a) Finance report

Overview of the current project finances:

Current Account – £24,903

Savings Account – £16,342 (consisting of ring fenced grants)

Jewson Account – £4,131(credit account specific to Jewsons)

Monthly outgoings and incomings:

Main income stream 1 – Care farm

4 care farm staff = 3FTE total cost £4,852

Materials costs budgeted at £100 per month

March income: £7,960

Care farm income is relatively stable, recruitment is a lengthy but ongoing process so changes are generally quite slow.

The care farm covers all the general overheads for the farm including a proportion of VAT liability – total approximately £2700/month

Main income stream 2 – Café and shop

7 café staff plus Neil (grower) =5.5 FTE total cost £5,916

This will increase to £7,566 as a new member of kitchen staff has just been recruited.

Stock and running costs are high by comparison: £6,164 and approximately £900 respectively. There is scope to reduce these costs but currently the ability to research this is limited by staff resources

March income: £15,167. Café income shows definite trends but is still growing quite rapidly and has not yet stabilised with losses over some of the winter months and moving into the more profitable months now.

Education

Rhiannon 80%FTE

Education income is seasonal but averaged £970/month over the course of last year.

Salary and material costs are supplemented by general fundraising.

Essentially the farm is breaking even but an increase in income would put the project in a more comfortable position and help address reliance on volunteers and staff volunteering.

March expenditure and income (one-off / non- core costs / income)

Infrastructure works to the wareing shed, donkey shed, greenhouse and car park

Total cost: £3,146 funded from an Addaction grant of £5000 – £1854 remaining

Essential water safety testing and installation of an external handwash basin £740 (water testing will be an annual cost of around £380) funded from core budget

Orchard development: £605 spent on trees and rootstock from an original grant of £1,000 from the Deal for Communities, now fully spent.

Income: ASDA green tokens scheme grant of £500

KG noted that the board should have a good general understanding of the finances and in the temporary absence of a treasurer there was a need to find a way to present the finances that was as clear as possible, and asked for feedback regarding the different reports/formats provided. Previously the treasurer produced a cashflow forecast, but as bookkeeper it could be deemed inappropriate to do this.

(b) Matters arising from the AGM:

Two specific issues were raised at the AGM in relation to finances:

Lack of qualifications of the bookkeeper and treasurer
Question regarding Cost of Sales
Point 2 was a basic misinterpretation of the term “cost of sales” which encompasses virtually all running costs incurred in the course of operating a business and not simply the material costs of producing goods for sale as implied by the questioner. The statement made was that ‘The cost of sales seemed disproportionately high given that most of the sales for the year in question related to services and there are very few material costs relating to delivery of the care farm service, ergo the profit may have been understated and the tax rebate claimed may in fact not be valid – i.e. the farm may owe money to HMRC’. KG noted the inaccuracies in this statement and also the fact brought to light by this that the farm had not in fact received the tax rebate in question. Further advice would be sought from the accountants to verify this. KG to action.

KG noted that, had this point been brought to light prior to the meeting, as requested in the AGM invitation, the matter could have been addressed with 100% certainty at the meeting but instead the issue was raised seemingly with the express purpose of casting doubt.

KG also expressed frustration that whilst numerous unspecified concerns had been raised by previous board members, no specific questions had been asked to enable the board to address the issue, and meetings to discuss the concerns were declined therefore this has served no benefit to the project. In the absence of constructive scrutiny from members, KG and Mark Tebbutt had sought advice from the accountants regarding the bookkeeping and benefits of auditing. Slade and Cooper had advised that there were no issues with the bookkeeping and that an audit would not be beneficial to the organisation. Specifically,

it would not address unspecified concerns, and the company would benefit more from a report which investigated named concerns
it would not make the company more profitable
Furthermore the provision for small companies to waive the need for audit is in place primarily because of the unsustainable financial burden this would place upon them. Miraculously an offer has been made by a financial director at Knowsley Borough Council to undertake a “friendly audit” of the company. It was agreed that her credentials would be requested and provided everything was in order the farm would accept this offer. KG to action and invite her to a board meeting.

DH Noted the need to do the audit and draw a line under everything. It was suggested that the audit should cover 2 years rather than just 1. This was not voted upon.

IN noted that many members who had been present at the AGM had subsequently expressed their discomfort at the tone of the meeting and surprise at how unrepresentative of the farm it seemed, with suggestions that there were underlying agendas not conducive to the wellbeing of the farm.

Membership issue

The AGM voting was clouded by issues surrounding membership with two votes being cast by people who were not on the membership list but who believed they were members on account of holding an allotment tenancy. Evidently prior to the AGM it had been suggested to the allotment society members that all plot holders were automatic members. The membership list held by the farm clearly defines which plotholders were automatically issued with shares.

JT asserted that shares were issued to a second group of allotment holders. KG disputed why or how this had been carried out as only the farm can issue shares.

The question regarding whether plotholders should automatically receive shares was raised at board meetings in 2015 and 2016 with questions raised about the legalities. Nothing was ever resolved and no change made to rules to give allotment holders automatic membership therefore as it stands only some plot holders are also shareholders.

JT to resolve.

Conduct of Paul Heywood

DF noted that anyone who has so far not been involved in this issue should not be given any information in case there is an appeal.

Prior to the AGM PH was assumed not to be a member and action was taken against him on this basis. Subsequent to his assertion that he is a member, it was suggested that he should be treated as a member and called to a members’ meeting as per rule 19. (Expulsion of members) Both the accused and the accuser have a right to defend themselves at such a meeting.

Proposed by IN seconded by DF

Conduct of Donald McQueen

IN stated that a concern regarding the conduct of DM had been raised to him by two managers. DF raised same issue as in item 9. regarding impartiality. KG proposed that IN invites DM to the next board meeting to address the issue. Seconded by JT.

DH noted that this is a place of work and having people present on the farm that make staff uncomfortable is unacceptable. IB suggested that in a company those people would be removed pending investigation. They should then have the opportunity to present their case.

DF cautioned against prejudging. He noted that IN is in a difficult position because he cannot consult with the board but must instead agree with the farm management if an issue should be brought to the board.

Staffing.

RJ stated the need for 2 members of staff for all education activities where other supporting adults were not present in order to comply with health and safety requirements. She confirmed that the volunteers that had previously been recruited to help run the kids’ clubs had proved to be unsuitable.

Louise Marsh is still on the payroll and can provide a temporary solution – she is able to start working from this weekend. It was agreed that she will be paid 5 hours per week to cover these sessions. KG reiterated the previous board’s stated intention to invest in development of education this year, and noted the need for a business plan in order to achieve this.

Castration of lambs

The board agreed to allow the lambs to be castrated to reduce aggressive behaviour. The cost will be £180. It was also agreed that RJ should be given authority to make a decision as to whether to put down one of the sheep that had suffered an injury

AOB

Board members are invited to the staff meeting on Friday 12th

KG confirmed that Mark Hampson had been discussed by the previous board as the most suitable candidate to take on the premises supervisor role.

Date of next meetings

All meetings will take place on the first Monday of the month at 6.30pm

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