Venue: Friends Meeting House and Zoom
Present: Terry Sloan, Guy Huxtable, Angela Wakefield, Sally Cawley, Eleanor Paxon, Paul Paxon, Fiona Blackburn, Martin Sleath, Tina Holt, Joe Human, Jo Alberti, Patricia Howell, Lee Jackson, Clare Taylor. On Zoom: Jocelyn Pye, Robyn Wynn, Clare Brown, Chris Knowles.
- Minutes of previous AGM
The Minutes of the AGM held on 10th May 2021, were accepted as a true record.
Sadness at the death of Elizabeth Barraclough was expressed. She had been a long-term member of Sustainable Keswick and is sorely missed.
- Chair’s report
Terry Sloan reported that the subgroups had been active over the last year with the following highlights:
- Transport with a car-share scheme and charging points for EVs
- Lobbying/Communication with new regular Reminder articles and a meeting with the MP
- Energy with a funded feasibility study for community energy
- Waste with a powerful Reminder article
- Agriculture and Farming with Balsam bashing, the Meadow project at the Borrowdale roundabout and extensive tree planting in Springs Road and Fitz Park
- A monthly Climate Cafe led by Fiona Blackburn was functioning well
- Treasurer’s Report
Patricia Howell presented a report which made clear that there had been a welcome increase in the income of the organisation thanks to grants for work in progress and donations in memory of Elizabeth Barraclough. Details had been sent out to the core group and would be sent out to everyone on the mailing list.
Sally is keeping record of the meadow and tree-planting grant. This money is considerable but is also being well spent: on creating the wildflower meadow at Borrowdale Roundabout, tree and bulb planting at Elizabeth’s Woodland in Fitz Park, and Springs Road Basin.
A couple of suggestions were made on publicising the above work:
- to create a notice board to explain to the public what the meadow and woodland are and who has made them.
- to make a video for social media, which the council would no doubt like to use to promote their Environment Fund. It was pointed out that the council might like to pay for this if it is for their own publicity
Action: Joe, Angela and Guy to look into this, keeping Sally in the loop.
- Officers
All at the meeting were invited to volunteer for any of the officer roles.
Of the current officers, Patricia very kindly agreed to continue as treasurer.
Robyn offered to take over as chair if her other roles (vice chair and information officer) could be taken by others.
Terry volunteered to be vice chair.
Joe volunteered to be information officer.
Jocelyn asked to wait until after the discussion about incorporation (see below) before agreeing to continue as secretary. After that discussion and vote, Jocelyn stepped down as secretary but agreed to continue taking the minutes at meetings as a volunteer without any named officer position.
There were no other volunteers, so the officer roles are now as follows:
Chair: Robyn
Vice chair: Terry
Treasurer: Patricia
Information officer: Joe
Secretary: vacant
- Constitution / incorporation
An overview was given by Guy who had proposed the change and had some experience in this area:
- Groups often start small and informal, but as they get successful they might start doing more, handling more money, entering contracts with people, receiving grants etc. Sustainable Keswick is one such organisation that is getting bigger and doing more.
- As a group its liabilities are currently unclear. They reside with the committee or core group (which itself needs defining – see AOB) but are not explicitly allocated.
- The risks we face as an organisation are probably ‘remote’. However, it is unclear what would happen if we were suddenly faced with, for example, a lawsuit or corporation tax. Guy suggested that Sus Kes might suddenly be liable for tens of thousands of pounds in corporation tax and have to pay an accountant, or if faced with a lawsuit, high costs to pay a lawyer.
- As organisations get bigger and start to take on risk, they often decide to incorporate. This creates an entity, such as a charity, separate from the individual members. Any contract they enter into (and any legal challenge arising) is then with the organisation rather than with individual members.
- Three of the types of legal entity available to organisations are a company limited by guarantee, a registered society, or a charitable incorporated organisation. The advantage of setting up as a charity is that we can fundraise. The downside is it takes a lot of work to set it up and there are a lot of checks to be done and ongoing information to be provided. We would have to write an application, write a constitution, and decide who is going to be trustees.
- Guy recommended that we set up as a charity and offered to lead on the work required, but was clear he would also need help from others.
We then had a discussion to consider this option. Questions raised were:
- Would a registered society not be a simpler type of entity that would match what we are? Guy said the most relevant type for us would be community benefit society but is probably not quite right for our group.
- Could we not be a community interest group?
- It was queried whether we would really be at risk of paying corporation tax on ‘profits’ if we stayed as we are, since we are not a corporation. Jocelyn pointed out that we do not make any profit as any money received does not leave the organisation except when directly spent on delivering Sus Kes goals. Jo pointed out that if any of our income was in fact deemed to be profit then we should pay tax on it.
- How long would it take to set up? Guy said it was hard to say as it could be anything between a few weeks and over a year.
- Angela pointed out that the outcome of the forthcoming feasibility study into community energy generation might include a recommendation to become a particular type of entity so it might be better to wait for that.
- Chris agreed that we should not rush into it, and reminded us that we had received and spent large grants in the past without any problem.
- Jocelyn pointed out that individual liability does not disappear when a group sets itself up as a charity. Guy said that currently any one of us who is a named officer could be sued for large sums of money, whereas in a charity the liability would be limited by guarantee usually to £1. Jocelyn added that while financial liability may be limited, legal responsibility for safeguarding, duty of care etc would be much more clearly assigned, jointly to named individuals (officers and trustees).
At the end of the discussion Terry proposed that we ask Guy to begin the work of turning Sustainable Keswick into a charitable incorporated organisation, with the main reasons being avoiding possible corporation tax and avoiding possible liability.
A vote was requested and held with the following outcome:
In favour of becoming a charity: 15
Against: 1
Abstention: 1
Secretary note: I believe the votes in favour included people attending the AGM, who were not all core group members, but as I was not in the room (was attending via Zoom due to Covid) I cannot be sure so please could someone who was present correct this if untrue.
- AOB
Two points were raised:
- Definition of what the core group is, and who is in it. It was agreed to discuss this at the next core group meeting!
Action after next meeting: email core group asking if they want to stay on it, and email wider volunteer/member group to ask if they’d like to join
- CAFS is recruiting volunteers 18+ to host carbon literacy events, they will gain accreditation
- Core group 18th July
Jocelyn gives apologies in advance as she will be away on that date.
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