MINUTES OF THE ANNUAL GENERAL MEETING HELD ON MONDAY 18TH FEBRUARY 2019 IN GARRISON HOUSE
PRESENT: 39 members (Quorum required being 20% of our total membership of 88 at the date of our AGM).
PRESENT: CCDC Board of Directors – Deborah Ferris [Chair], Bryony McLachlan [Vice-Chair], Davie Stevenson [DS], David Williamson [DW], Rena McIntyre [RM], Douglas Laidlaw [DL].
IN ATTENDANCE: Michael Bertram (MB) Chief Executive Officer and Jan Wilkie (JW) Office Administrator.
Apologies: NONE.
CHAIR: Deborah Ferris.
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Welcome and Introduction
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Apologies
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Confirmation of the Agenda.
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Adoption of the Minutes of the last AGM
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Chairperson’s Report
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Presentation of Financials
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Adoption of the Financials
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Re-appoint the Accountants
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Special resolution – to reduce the number of Member Directors from 9 to 7 and to reduce Appointed Directors from 3 to 2.
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Directors retiring – not seeking re-election
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Directors retiring – seeking re-election under Article 50(b) - Articles of Association.
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Election of new committee members.
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CEO Report - Achievements, Challenges and Prospects.
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Questions & Answers.
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Any other business.
1. Welcome and Introduction
The Chair [DF] opened the AGM at 6.00pm by thanking all those for attending our 2019 AGM and apologised for the delay in the setting of the date for this meeting and confirmed the Agenda.
2. Apologies
The Chair added that there were no apologies to note.
3. Confirmation of the Agenda
The Chair confirmed the agenda with those present at the AGM.
4. Adoption of the Minutes of the last AGM
CEO asked if there were any matters arising from the minutes and they were adopted by the members present. Minutes of the last AGM were proposed by Bryony McLachlan and seconded by David Williamson.
DF asked if there were any further questions – none were raised and DF moved on.
5. Chairperson’s Report
The Chair [DF] presented her report to the Members.
DF asked if there were any questions.
6. Presentation of Financials
DF stated that she would like the CEO to present these to the members.
MB took the members through the accounts of CCDC.
Mr Donald Campbell [DC] asked the CEO to unpack the funds received from the sale of flat Bute, being £51,000.
MB replied that our accountants had explained that this was an investment property, which had been revalued and sold at profit, but that we did not realise all that profit to be shown on the books at £ 36,083 [page 12 of CCDC accounts].
DC asked the CEO, where the remaining funds were shown in the accounts.
MB added that as had been relayed to him [from our accountants] that there had been a transfer between funds reflected on page 18, showing 14,248.
DC added that he [MB] was looking on the wrong page, that it was page 20 he was referring to which showed £14,430.
MB replied that this showed that the market values had been adjusted by the accountants, and this was reflected in the notes below that Allied Surveyors had revalued these in August 2018.
DC added that he still could not see how we had only reflected £ 36,083 [and not the whole £ 51,000].
MB added that he wished to suggest that we obtain a written reply to this query from Gillespie and Anderson and he would make this reply known to members, as soon as practicable after the AGM.
Meeting agreed that this was acceptable and asked that we move on to the next section.
Advice from Gillespie & Anderson
The Bute flat was an investment property owned by CCDC. The accounting treatment applied was in accordance with the underlying regulations within FRS 102 for charities. The regulation states:
An entity shall determine the gain or loss arising from the derecognition of an item of property, as the difference between the net disposals proceeds, if any, and the carrying amount of the item.
The cost of the Bute flat was £14,430. The disposal of £14,430 is shown in note 15 on page 20. The gain is shown on page 25. The total of these figures is the net free sale proceeds of £50,513.
To show the full proceeds in the financial statements of £52,000 would not be in accordance with the regulation under which the Charity’s financial statements are prepared.
Gillespie & Anderson CA, 147 Bath Street, Glasgow G2 4SN
Mrs Margaret Kennedy [MK], asked about the figures shown as Admin Costs, and what was the £ 35,752 shown referring to.
MB replied that was wages and administration costs for his position.
Mr Stephen Dobbin [SD] added, as the past Chair and Treasurer that the CEO was paid for his work by CCDC but all the PAYE was calculated and paid within garrison house accounts.
Mrs Ann Mapes [AM] asked what the revenue for MHAL was lower than last year and added that she was still unhappy with the fact that we sold off Bute [flat] and the shop.
MB replied that we needed funds to reinvest in the properties.
AM added that she would like to again state her unhappiness that not enough information or discussion took place over the sale of MHAL properties.
MB replied that he understood the concerns.
AM stated that CCDC should seek assurance in future from the public, should any further sales of properties be considered.
SD stated that we had an arrangement with the new owners that we managed the property on their behalf for a fee [10% commission], so there was no net loss to the local businesses, as the property was still operating as a MHAL apartment.
MB stated the main problem we had with the apartments, was the issue of salt ingress from being so close to the sea. It effected most of the electrical items, and each year we needed to repair the close, and replace most of the electrical items.
MB added that we had shorter bookings the past few years, which was a reflection of the general state of the holiday trade.
MK stated that she had received complaints from visitors to the hotel about the general condition of our flats.
RM added that we intended to spend funds this year to bring some of the flats up to a decent specification, and that she would see to it that this was achieved although it was behind schedule due to her work commitments.
DC stated that he was concerned that we were spending money gained from the subsidiary companies to prop up CCDC accounts.
General discussion took place on the floor on the impact on the overall finances.
MB stated the main body of his CEO report would indeed cover the difficult trading environment for third sector organisations at the moment, and agreed that we would need to tighten our belts in the year ahead.
Angela McCallum [AM] stated that we needed to be careful that our commercial [planned] activities did not negatively affect our future charitable status.
MB thanked Angela McCallum for her concerns.
SD added that the reason we set-up the trading companies was to protect the charitable status of CCDC.
Mr John McNeilly [JM] asked around the costs of maintaining the toilets and what had happened to the £65,000 from council towards the costs of building a new toilet block.
MB replied that we are using this along with other donations, to keep the toilets open.
Mr Graham Wallace [GW] asked how come the toilets had been kept open in Saltcoats and Largs and yet we had to take them over in Cumbrae.
Cllr Tom Marshall [TM] replied that Largs was funded by the car park fund and Saltcoats was operated by a community group.
GW stated that he would like to appeal to CCDC to engage with a wider community before any final decision was taken on the toilets future.
DF [Chair] stated that this was a good idea, and we would call a meeting for the general public to address the future of the toilets.
Mr Kenny Mapes [KM] asked if he was correct in thinking that the finding from council was to build a new toilet block which folk [patrons] who have to pay to access.
MB replied that initially that was correct. Adding that we tried to gain access to the Newton Beach bus shelter, with a view that it would be a heritage site with viewing platform information on the ecology and marine life, as well as toilets and showers.
KM stated that in his opinion the only way forward was for folk to pay to access toilets.
MB added that, KM may well be right, however we needed to appreciate the pressures on the existing pubs, restaurants and hotel, as many just use them and maybe would continue to save money.
MK stated that sHe had lots of complaints about the toilets, mainly the pierhead that there were dirty, signage was poor and so on.
MB replied that members need to be aware that the Pierhead toilets were condemned by council. We had convinced them to let us operate them on a month –to-month lease and for that reason we had not invested in their spring cleaning as we had in the other toilets.
Mr Graham Wallace [GW] asked if we could not get folk to volunteer to help [paint the Pierhead toilets].
Ms Suki McGregor [SM] stated that she would welcomed this and could provide paint to tidy up the block.
7. Adoption of the Financials
MB asked for a proposer and seconder for the CCDC financials.
The financials for year ending 31st March 2018 were proposed by David Williamson [DW] and seconded by Bryony McLachlan [BM].
8. Re-appoint the Accountants
MB informed those present that the CCDC Board were happy to re-appoint Gillespie and Anderson, Chartered Accountants to act in this role on our behalf, over the next financial year.
MB asked if there were any queries with this appointment, as when we changed accountants, we needed to agree to a two year contract. Gillespie and Anderson appointment was confirmed.
Special resolution
– to reduce the number of Member Directors from 9 to 7 and to reduce Appointed Directors from 3 to 2.
MB informed those present that the CCDC Board required the adoption of a Special Resolution to reduce the number of Member Directors from 9 to 7 and to reduce Appointed Directors from 3 to 2.
MB added that this was suggested to ensure that we could have enough Member Directors present to ensure that future meetings were quorate.
A show of hands from the floor of members present, clearly indicated that they approved a reduction in Member Directors from 9 to 7.
MB continued then to ask members present to indicate their support of the motion to reduce Appointed Directors from 3 to 2.
A show of hands from the floor of members present, clearly indicated that they approved a reduction in Appointed Directors from 3 to 2
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MB thanked the members for their understanding and decision, adding that this would now be formally adopted as a special resolution and the details would be forward to Companies House.
THE COMPANIES ACT 2006 - SPECIAL RESOLUTION
To alter clauses in the articles of association
PART A
Company Name: Cumbrae Community Development Company
Company Number: SC23400
At a general meeting of the above company, duly convened and held at: Garrison House, 2 Clifton Street, Millport, isle of Cumbrae, Scotland.
On the following date: 18 February 2019, the following two resolutions listed in Part B were passed as special resolutions:
PART B - RESOLUTION
THAT:
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The following clauses in the articles of association shall be amended as follows:
54. The maximum number of directors shall be 9, of whom a maximum of 7 shall be Member Directors and a maximum of 2 shall be Appointed Directors.
The articles of association shall be altered so as to take the form of the articles of association attached to this resolution are in substitution for, and to the exclusion of, any articles of association of the company previously registered with the Register of Companies.
9. Directors retiring – not seeking re-election
MB stated that with regards to Office Bearers, CCDC Articles of Association requires that one third step down from the board. These Member Directors are Douglas Laidlaw, Robert Pringle and James Taberner.
MB added that Robert Pringle, James Taberner have both indicated that they do not wish to make themselves available for re-appointment.
10. Directors retiring – seeking re-election under Article 50(b) - Articles of Association.
MB stated that with regards to Office Bearers seeking re-appointment we only have one, Mr Douglas Laidlaw.
MB added that this re-appointment would be dealt with under item 12.
11. Election of new committee members.
MB stated that currently we have four Directors remaining on the Board, these being Deborah Ferris [Chair], Stewart Kennedy [SK] Davie Stevenson [DS] and Rena McIntyre [RM].
MB then stated that Bryony McLachlan, David Williamson and Douglas Laidlaw had all made themselves available for selection and that as no other members had come forward, there was no need for a ballot.
RM added that if anyone wished to come along and see what the work involved they were happy to join us at any meeting.
The three new member Directors were then asked to stand and make themselves known to the members present.
DF [Chair] then thanked them for their future service.
13) CEO Report - Achievements, Challenges and Prospects.
MB took members through his written report.
MB pointed out that as had been reported in the last AGM CEO report, our main concerns were related to the condition of the Garrison House, adding that we had now progressed to the point that we had to take legal action against the original contractors.
Several questions of clarity were then taken from the floor.
KM asked if we knew the time frames we were working towards.
MB replied that it depended now on the approach taken by the insurance providers [as it would be a professional identity insurance claim].
JM asked if we could start on some of the repairs this year.
MB replied that it was a good point, and he would need to speak to our legal advisor and Historic Environmental Scotland.
MB continued to add that during the rebuilding of Garrison House, we believe that our concerns today are directly related to the use of materials and poor workmanship, which had not been addressed from the original ‘snagging list’.
14). Questions & Answers
MB asked the members present if there was any follow-up or new questions that the Board could answer for the members.
Ms Janice Healey [JH] asked if we could speak about the moorings committee [Millport Marine Facilities Association]. JH added that she had two questions, firstly what happened to the £6,000 grant received from council and why had CCDC chosen to close down the committee [MMFA].
MB replied, that the funds were allocated into the total CCDC accounts.
Mr. Ross Goldie [RG] so they have not been spent and added should they not have been ring fenced.
General discussion took place on the floor around this subject of ring fencing budgets.
MB replied, that we would speak to the accountants, but sure that we could allocate a new and separate line of reporting for this next year.
JH then asked why their committee had been closed down.
Davie Stevenson [DS] replied that constitutionally CCDC had the authority to remove the mandate if they felt unhappy with any aspects of the performance of the committee and this was the reason it was taken back in-house.
RG asked what were the reasons for this and why did CCDC not met with the committee and tell them there reasons for ceasing to exist as written in the letter to Bob Campbell.
DS replied that CCDC had replied to the solicitor’s letter from Mr. Bob Campbell and had indicated their willingness to meet as requested by Mr. Bob Campbell.
RG asked why the letter only went to Mr. Bob Campbell, adding it should have been sent to all members of MMFA.
DS replied that CCDC could and will rectify this, but the reasoning was that Mr. Bob Campbell was the committee coordinator.
GW added that he felt that this was not a matter for the AGM and suggested that the parties meet as agreed and that we move on.
MK asked if CCD would take a stand at this year’s ‘What’s on in Millport tourism event.
MB replied, that last year was a huge success and we would be very interested in taking a stand this year.
AM asked if CCDC could hold open days in the Garrison for the community to drop in and receive updates regarding the latest events/news or projects that CCDC are involved in.
RM replied that this was a great idea.
Marina Dobbin [MD] stated that many residents, especially the elderly, knew very little about CCDC and their purposes.
MD added that this may have a bearing on lower membership levels [since we started some twenty years ago].
RM stated that she would like to invite residents who are members of CCDC and who are interested in becoming a Director to send a letter of interest to Michael Bertram [CEO].
MB added his office was open to discuss and provide more details on the duties of a Director [of CCDC].
RM added members of CCDC were able to attend CCDC meetings and stated further that prior notice would be given to members of the meetings times and dates.
GW added that the community was interested in learning more about the financial situation of CCDC as it appeared that there was a problem with cash flows.
DC added that it does appear that we could be hitting a difficult patch and we needed to be clear what the plans of the board were to turn around the financial situation.
MB replied, that last year was fully audited by our new accountants, the first thing that they looked into was the going concern aspect on any business, so CCDC had passed that acid test.
MB continued to add that it was clear that we needed to add more detail onto the financials and there is a good case to say that we will need for our accountants to come over next year and present these on PowerPoint and field questions, as it was becoming very complex and increasingly difficult to unpack and explain to clear up some of the uncertainties raised tonight.
16. Any other business.
MB asked if there was any other businesses to be conducted, which none of which were raised from the floor.
MB thanked everyone for attending and officially notified the meeting that the AGM was now closed.
CCDC AGM closed at 8.25pm.
