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Minutes of Upper Culm CLT AGM 2016

Community Land Trust
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On 8th October 2016 the Upper Culm Community Land Trust held its Annual General Meeting.  Upper Culm Community Land Trust Ltd MINUTES for Annual General Meeting Held on Saturday 8th October 2016 Members Attending: Heather Stallard (Chair), Neil Carter (Treasurer), Neil Punnett (Secretary), Tim Barton, Lesley Barton, Ian Pike, Laurence Mulliner, Janet Mulliner, Jocelyn Pritchard, Yvonne Pike, Euan Roberts, Richard Kallaway, Ian McCulloch, Bob Pike, Roger Lambert Members’ Apologies: Bob Hawkes, Nigel Moberley, Katherine Sinclair, Don Atlee, Alex Hill 1. Welcome 1.1 Heather welcomed members to the meeting. 2. Minutes of the Last Annual General Meeting held on 16th October 2015 2.1 The minutes were accepted. 3. Chairs’ Report including a summary of progress so far and proposals for the future 3.1 Heather presented her summary of the past year including the new request for expressions of interest in affordable homes in February which has produced 35 names on the CLT’s Register, the unsuccessful attempt to purchase the Downmead site to develop retirement homes, the successful application for new development on land south of Griffin Close and the Waddeton Park plans for land north of Culmstock Road. A video of the BBC South West News item on Griffin Close and our CLT was shown. The CLT is applying to be a Registered Provider of Social Housing via its housing subsidiary, UCCLT Housing Ltd. Heather thanked the Directors and the Secretary for their hard work this year. (The full text of her report is at the end of these Minutes.) 4. Treasurer’s Report; Approval of the Accounts 2015/2016 4.1 Neil Carter presented the Accounts for the year 2015/2016 (attached). Tim Barton proposed acceptance of the accounts, Heather Stallard seconded and the resolution was passed unanimously. RESOLVED: The members voted unanimously to approve the accounts for 2015/2016 5. Audit Exemption Vote 5.1 Neil C said that the small nature of the accounts made an external audit unnecessary. The CLT can ask members to vote not to have an external audit of the year’s accounts if the turnover is below £100,000. The CLT Rules state: 25.2 The members shall vote annually, as allowed by the Deregulation (Industrial and Provident Societies) Order 1996, at the Annual General Meeting, to have, when necessary in law, or where the membership require, an audit carried out by a registered auditor, or unaudited accounts, where the conditions for such prevail. 25.6 If the membership vote for unaudited accounts, the society’s Income/Expenditure Ledger shall be scrutinised by the secretary and board members only and signed, as a true record, by the secretary and two board members or such other number as may be required by legislation. 5.2 Tim Barton proposed that the Trust forego an external audit and Richard Kallaway seconded. RESOLVED: The members voted unanimously to forego an external audit. 6. Amendments to the Trust’s Rules 6.1 Neil Punnett presented the following rule amendments: Rule 1, line 8 Rescind the title. Replace with: ‘What is the Society’s Name, Number and Status? Rule 1 After 1.3 add the following: ‘The Society is an independent non-profit making Community Benefit Society. It has no power to become a subsidiary without the Regulator’s consent.’ Rule 17 Rule 17.11 Rescind the rule and substitute: ‘The society cannot pay its directors other than legitimate expenses incurred in their role (with the exception of travel expenses which will not be paid). Such expenses will not be paid unless the members approve the basis for the payments.’ Rule 17.12 Replace FSA with FCA. At the end of Rule 17 add new Rule 17.13: ‘Directors must abide by the code of governance adopted by the society, currently the National Housing Federation’s Code of Governance: Promoting Board Excellence for Housing Associations.’ And new Rule 17.14: ‘The roles, responsibilities and accountabilities for the board, its chair and its officers are set out in Sections B, C and E of the code of governance and must be abided by.’ Rule 19 Add 19.4 ‘The Secretary and all officers and directors of the Trust must comply with the Code of Conduct sections 2.1 and 2.2 as set out in the FCA Handbook, acting with integrity and due diligence in all matters.’ Add 19.5 ‘The society will take action against any officer if it is appropriate to do so, abiding by Sections 127 to 131 of the Co-operative and Community Benefit Societies Act 2014.’ Neil Punnett proposed acceptance of the changes to the Rules, Heather Stallard seconded. Each amendment was subject to a vote. Each amendment was supported unanimously. RESOLVED: The members voted unanimously to accept all the amendments to the Rules 7. Chair’s Open Invitation to shareholders for questions and comments including suggestions for future projects 7.1 The situation regarding the Right To Buy for tenants of Housing Associations was updated. Whilst the Housing & Planning Bill received the Royal Assent in May, we are still awaiting the publication of the accompanying regulations. Heathers aid that she believed that CLTs and settlements with populations of less than 3,000 would be exempted. It was also possible that Housing Associations would be able to choose to remove some properties from the Right to Buy. 8. Election of Directors. 7.1 Two Directors are required to stand down each year. On this occasion Simon Clist and Neil Carter have stood down. Neil sought re-election and was re-elected unanimously. Simon has stood down and does not wish to seek re-election. RESOLVED: Neil Carter re-elected as a Director of the Trust 7.2 A request for additional Directors led to Euan Roberts agreeing to join the Board under Rule 17.4. 9. Members Subscriptions 9.1 Members’ subscriptions are to be kept at £5 per year. 10. A.O.B. 10.1 Membership subscriptions of £85 were received and the cash was handed to the Treasurer. 10.2 There was discussion over the listing of Hemyock Post Office and the Catherine Wheel as Assets of Community Value. This is helpful for the CLT should either appear to be in danger of closure. The CLT, and other local organisations, would have six months to produce an offer for the properties, although the owner would not have to accept the offer. Neil Punnett Secretary