Draft Minutes: Garve and District Community Council
Special Meeting regarding the setting up of the Lochluichart Community Trust
held 20th September 2011 at Garve Village Hall
PRESENT: Kenny MacLean (Chairman), Jean Bailey (Treasurer), Jean Hollingdale (Secretary), Alex Mackenzie, Sue Tarr, Bob Moir, Jock Logie, Pam Morrison, Jennifer Haslam, Nick Sage (Infinergy), Fiona Milligan (Infinergy) and 6 members of the public.
REPRESENTATIVES: David Owen (HISEZ C.I.C.), Robbie Bain (Highland Council), Nigel McManus (Eneco), Lady Eliza Leslie Melville (LZN/Lochluichart Estate).
APOLOGIES: Cllr. Jean Urquhart, Ruari Matheson, Matilda Urie (E-On), Val MacIver (Platform PR).
DECLARATION OF INTEREST: None.
The Special meeting was called under 1.2 of Standing Orders and was opened at 7.00pm by the Chairman who thanked everyone for coming.
Discussion on: Draft Articles of Association for the Lochluichart Community Trust.
The Lochluichart Community Trust will be a Company Limited by Guarantee. It will not have any share capital but will have charitable status. Lochluichart Community Trust will be the body that will receive the Community Benefit funds from the consented Eneco Lochluichart Windfarm.
Fliers advertising this meeting were delivered to every house in the G&DCC area around 10 days ago. Chairman thanked the CC members for their help with this.
The Chairman explained that the format for this meeting would be quite simple; he would take one section of the Articles of Association at a time. Firstly inviting comments from CC members, secondly inviting comments from invited guests, and thirdly inviting comments or questions from the floor.
David Owen has now produced Draft 2 of the Articles of Association for the Lochluichart Community Trust following on from the last ordinary G&DCC meeting held on 6th September 2011, when Draft 1 of the document was discussed by CC members. The CC received Draft 2 a couple of days ago and David was thanked for his help in getting the G&DCC to this stage. The Chairman pointed out that for the benefit of members of the public any difference between Draft 1 and Draft 2 would be explained as we went along. Invited guests were asked if they had any opening remarks. David Owen remarked that he has received further comments from Eneco. The Articles are what is required to set up the Company; other documents need to be drawn up later.
Section 1 OBJECTS:
1 “Parish of Garve” has been changed to “Garve and District Community Council area (as defined in the scheme for the Establishment of Community Councils in Highland, as approved by the Highland Council at it’s meeting on 3rd March 2011)”
Changed “apply its income within the G&DCC area” to “benefits people of G&DCC area”
1.1 Changed from prevention or relief of poverty, to clarify the addition of ‘in particular community poverty as a result of rurality’
1.2 Changed from the advancement of education, added ‘and life long learning’.
1.3 Advancement of Religion has been removed.
1.12 has been added to Draft 2, “always ensuring that these objects are consistent with Article 1.3 of the agreement between LZN Limited, HC and Lochluichart Estate Highland LLP dated 6th April 2011”
These are the Charitable Objectives. This is required so that the company will gain charitable status from OSCR. A “policy” document to be drawn up by David Owen will include the Permitted and Prohibited uses of funds from the agreement signed by LZN, HC and the Estate.
Eneco still needs to finalise whether LCT pays Contin (3% of the total fund) and Marybank (8% of the total fund) or whether Eneco pays the two communities directly.
Section 2 GENERAL STRUCTURE: (b) has been grammatically corrected.
COMMENT: Is the number of meetings entirely up to the directors or should there be minimum number of meetings per year?
REPLY: David Owen, if directors do their job they should hold regular meetings as and when work is required.
It was agreed by all that no change was required to section 2.
Section 3-4 QUALIFICATION FOR MEMBERSHIP: Residency in the G&DCC area should be a requirement for membership. Various issues raised on the best way to include all residents.
David Owen – Change the wording to read “Primary Residence in G&DCC area” and be over 16 years of age. There will be a membership application form in which the applicant will have to self-certify that they do meet the qualifications and that the information supplied is correct.
Section5-8 APPLICATION FOR MEMBERSHIP:
5. Wording changed to read, “Any person who wishes to become a member must sign, and lodge with the company, a written application for membership, which requires each member to guarantee to contribute one pound sterling to the assets of the company. This guarantee will only be called upon if the company is wound up during the time that he/she is a member or within one year of him/her ceasing to be a member, and the company has insufficient funds to meet its obligations.”
6. Wording changed to read, ‘Any person lodging an application to become a member must certify that he/she qualifies as a resident under article 4.’
7. ‘Genuine residency shall be the only criterion to consider’ has been added.
David Owen – There is an application format available. Initially there will be two Founding Directors and a Company Secretary. It is required that one Director and Company Secretary sign the Articles of Association which then can be lodged with Companies House for registration. Once LCT is registered then an initial meeting of members will be called to elect a full suite of Directors, at this meeting the Founding Directors stand down. It was suggested that Lady Eliza Leslie Melville of LZN and Nigel McManus of Eneco become Founding Directors and David Owen of HISEZ C.I.C. will act as Company Secretary for the purpose of signing the Articles of Association. This was agreed by all.
Comment: Concern that people unable to attend meetings will be excluded from the election of directors.
David Owen – There is a process where by a ‘proxy’ vote can be used when electing Directors.
Comment: G&DCC need to make it clear that residents need to take up membership in order to vote for Directors.
Comment: Any reason why membership could not be automatic?
David Owen – Not everyone may wish to become a member.
Jock Logie had to leave the meeting to attend another engagement but was thanked for attending this meeting.
Section 9 REGISTER OF MEMBERS: No change required.
Section 10 WITHDRAWAL FROM MEMBERSHIP: No change required.
Section 11 EXPULSION FROM MEMBERSHIP: No change required.
Section 12-13 TERMINATION/TRANSFER: No change required.
Section 14-18 GENERAL MEETINGS (meetings of members): No change required.
Section 19-23 NOTICE OF GENERAL MEETINGS: No change required.
Section 24-26 SPECIAL RESOLUTIONS AND ORDINARY RESOLUTIONS: No change required.
Section 27-38 PROCEDURE AT GENERAL MEETINGS: No change required.
Meeting paused for a 20 minute Tea Break.
Section 39 CATEGORIES OF DIRECTORS: Change required under “Appointed Director” from Developer to Owner/Occupier of the Lochluichart Wind Farm.
Comment: Possibility of an Independent Chair may be required at some time in the future and should be added to the Articles of Association.
David Owen – Yes, an independent chair could be possible. Agreed by all.
Lady Eliza Leslie Melville had to leave the meeting to attend another engagement but was thanked for attending this meeting.
Section 40-41 MAXIMUM/MINIMUM NUMBER OF DIRECTORS:
40 – Change from 10 to 6; no more than 5 shall be Member Directors and no more than 1 shall be an Appointed Director.
41 - Change minimum number of directors from 5 to 4, which number shall form a quorum.
Concern was raised that a lower number of directors would not reflect the geographical area. A smaller number of directors would make running the company easier.
David Owen – Quorum is more important than the numbers of Directors. A sub-committee ‘award panel’ could be formed which could bring in expertise to assist appraisal to the Directors. Directors will make the final decisions. All agreed.
Section 42 ELIGIBILITY: No changes required.
Section 43-48 ELECTION, RETIRAL, RE-ELECTION (MEMBER DIRECTORS):
45 to be changed to read, “At the first and second AGM, no directors are required to retire.”
46 - Change “At each AGM (other than the first and second years)...two directors shall retire from office.”
Comment: Possibility of members having a postal vote.
David Owen - Members should come to meetings or use their ‘proxy’ vote. All agreed.
Section 49 TERMINATION OF OFFICE: No changes required.
Section 50 REGISTER OF DIRECTORS: No changes required.
Section 50-53 OFFICE BEARERS: No changes required.
Section 54-55 POWERS OF DIRECTORS: No changes required.
Section 56-60 PERSONAL INTERESTS: No changes required.
Section 61-70 PROCEDURES AT DIRECTOR’S MEETINGS:
Comment: If vacancies arise can a director be co-opted?
David Owen – No, if number of directors fall below the minimum then an election would be triggered.
Section 71-73 DELEGATION TO SUB-COMMITTEES: No changes required.
Section 74 OPERATION OF BANK ACCOUNTS: No changes required.
Section 75 SECRETARY: No changes required.
Section 76 MINUTES: No changes required.
Section 77-79 RECORDS AND ANNUAL ACCOUNTS: No changes required.
Section 80-82 NOTICES: No changes required.
Section 83 WINDING –UP: No changes required.
Section 84-85 INDEMNITY: No changes required.
Section 86-87 INTERPRETATION: No changes required.
NEXT STEPS:
All G&DCC members are content with the Articles of Association following tonight’s discussion of the document. It was agreed that David Owen HISEZ C.I.C. act as Company Secretary, Lady Eliza Leslie Melville LZN and Nigel McManus Eneco act as Founding Directors for the purpose of signing the Articles of Association.
David Owen will prepare Draft 3 for G&DCC to look over. The document will then be signed by the three signatories; David Owen will fill in registration and incorporation forms and submit to Companies House. Registration takes 48hrs. David Owen then to start drafting up the Disbursement Policy, register LCT with OSCR which may take a number of weeks, agree registered office address and company secretary and also agree with Eneco a sum of money to open a bank account to get started with.
Then G&DCC have agreed to help distribute Membership Forms to every house within the G&DCC area following which an election will be called for directors. This process should be complete in the near future.
Invited guests were asked if they had any closing remarks:
David Owen – This has been a comprehensive review of the document.
Robbie Bain - It is good to get to this stage.
Nigel McManus – Gave thanks to David Owen for all the work he has done.
Also thanks to Jennifer Haslam for the tea.
The Chairman thanked everyone for coming, especially the members of public and closed the meeting at 9.40pm.
Next G&DCC Ordinary Meeting: 4th October 2011, 7.00pm Garve Village Hall.
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