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AGM Minutes 2010-2011

 

red Charity No: 511294


Minutes of the Annual General Meeting held at 10:30am on Saturday 21 January 2012


PRESENT:

Chairman, Professor J Saunders;

Secretary, Ms H L Watters;

Treasurer, Mr R Bickerstaff and 61 other Members.

 

By invitation:

 Mr K F H Reid, Director of Ness Gardens.

Professor Jon Saunders introduced himself as the new Chairman of the Society and welcomed Members to the meeting.

 

1. TO NOTE APOLOGIES FOR ABSENCE

The Secretary confirmed that formal apologies for absence had been received by:

Barry Bentley, Rachel Carr, Sue Ferguson, June Lancelyn Green MBE andBrenda Marshall.


2. MATTERS ARISING FROM THE PREVIOUS MEETING

The Secretary detailed that as a number of questions had been raised at the last AGM as to the Independent Examination of accounts process of the Society it had been AGREED that a full review would be undertaken and reported back. The main points were as follows:

An overview had been presented to the Committee at its meeting on 9 March 2011 - this information had been available from the Secretary in advance of the AGM (as detailed in the last issue of The Gentian) as well as handed out at the start of this meeting.  The Committee had agreed at this meeting that, whilst there was a need for some refinement of administrative procedure, there was no need for a SGM to be held and that the appropriate processes had been adhered.  One main change was to hold the autumn Committee meeting in October in order to allow for a full review of the Annual Report and Accounts to be discussed. The Secretary asked if there were any further points which Members wished to raise. There being none it was AGREED that this matter was now resolved.  A point was put forward that the description of a "small" surplus remaining in the accounts (top of page 6 of the Annual Report) did not accurately describe the financial situation of the Society. The Secretary apologised for the error in not accurately describing the financial viability of the Society which, as the Treasurer will confirm later in the meeting, is anything but 'small'.

 

3. TO CONFIRM THE MINUTES OF THE ANNUAL GENERAL MEETING HELD ON 15 JANUARY 2011

There being no additional Matters Arising from the Committee or the meeting, the Minutes of the Annual General Meeting held on 15 January 2011 were taken as read and ACCEPTED as an accurate record.


 
4. ANNUAL REPORT AND ACCOUNTS

  (a) Annual Report

The Secretary detailed a number of the key points from the Annual Report for the year ended 31 July 2011:

Membership Rates:

For the first time since 2007, subscription rates changed on 1 January 2011 and the increase in subscription income has been reflected in the accounts.  Although outside of the reporting year for this AGM, a decision was made by the Committee at its meeting of 7 December 2011 that subscription rates for 2012 would not increase. However, as previously confirmed, rates would be further reviewed at the autumn Committee meeting to consider any potential changes in 2013.

 Membership Figures: to 31 July 2011 the Society had 7,397 Members (7,376 the previous reporting period) which is 4,452 memberships (4,433 previously).  Whilst the increases have not been substantial the movement is at least in the right direction. As the reporting period marks 10 full years since the revision of the Constitution in 2001, the breakdown of changes in the four main membership categories (detailed on page 5 of the Annual Report) makes for interesting reading - thanks were given to Jim Flemington for providing this overview.

The Society continues to have a very loyal membership with 83.5% retention rate over the reporting period. 75% of subscriptions were collected through Direct Debit which continues to be important to ensure that administration costs are kept to an absolute minimum. The reclamation of Gift Aid remains an important aspect of gaining extra income from HMRC at no extra cost besides time actually spent in processing its collection.

Finance:

Full details to be given by the Treasurer under Agenda Item 4(b) but it has again been a year when the Society has been able to provide the Gardens with a substantial level of support through both General and Specific grants.

Grants:

There has been a varied range of grants given to the Gardens over the last reporting period including: An additional £10,000 towards the Ken Hulme Student Bursary £6,000 for four information monitors to go into the Visitor Centre £8,000 towards the Ness Footpath Scheme to make access to the Gardens safer for those travelling on foot £3,500 towards the development of a new Gardens website with dedicated membership pages. The level of funds available at the end of the financial year is substantially higher than previous years. This has been due to the high amount of grants paid back as well as a decision made by the Committee to keep an appropriate level to put towards a substantial project to be put forward by the Gardens and to mark the Golden Anniversary of the Society. This level is, however, ever changing as a post script for this is that at the Committee meeting in December 201 £48,000 worth of projects were supported.

Administration:

Year-on-year the Society continues to run on an extremely tight administrative ship assisted in no small terms by the on-going generous support of Jim Flemington and Brian Lewis. The reporting period also saw the appointment of Lorna Harper as Membership and Accounts Administrator who has undertaken considerable activity, much of it behind-the-scenes, since she joined the Gardens at the beginning of last year. It has certainly been a timely and successful appointment for the Society and as a member of the interview panel the Secretary was more than happy to take some of the credit for recruiting Lorna!

Proposed Administration System:

A fuller presentation to be given by Steve Ferguson and Barry Fowler under Agenda Item 7, but thanks, on behalf of the Chairman and other members of the Committee, were given to them as well as Lorna, Jim and Brian for the incredible amount of time and effort they have all given towards this project. 

Golden Anniversary:

 2012 will be an impressive anniversary for the Society to mark. Discussions are taking place as to how best and appropriate this might be including a celebratory party, commemorative products and a special summer issue of The Gentian.  Fuller details will be circulated but if anyone has any thoughts then please let members of the Committee know.

(b) Accounts

  The Treasurer outlined a few key points from the Account to year end 31 July 2011:

  Subscriptions and Donations:

The year end accounts showed an increase of just under £7,000 from the previous year, which included a 10% increase in subscription income, reflecting the impact of the increase in fees from January 2011. Donation income was lower than in the previous year, but included an amount of £1,250 from the Millwood Charitable Trust.  Legacy income included a generous gift of £3,000 in memory of the Society's late President, Ken Hulme. The £32,000 income received from Gift Aid submissions to HMRC continues to add a significant additional level of funds to the Society's accounts.

Income from Activities:

 

 

The May Plant Sale had shown an increase on the previous reporting period along with improved income from the Coach Trips.

Grants:

 

 

The general amount of grants (the 80% of subscriptions automatically paid over to the Gardens) had increased by 10% to

£114,412 (2010, £103,805).  The main additional grant support projects had earlier been detailed by the Secretary under Agenda Item 4(a) and shown on pages 13 and 14 of the Annual Report. However, due to the number of projects which had either been reassigned after being awarded, or came under budget when completed, more money had been written back to the Society's funds (£46,086)  than awarded to the Gardens (£43,000).

Resources Expended:

The Society continues to operate within tight expenditure levels to undertake its range of activities and either showed comparable levels to the previous accounting period.

Current Assets:

The Treasurer confirmed that overall the total assets for the Society remained extremely positive with

£131,127 showing in the accounts at the end of the financial year. The Treasurer also confirmed, with agreement from the Committee, at the start of the reporting financial year reserves had been moved from both the COIF and bank accounts, which were giving low returns, into new higher interest accounts and short-term bonds. This was something which would be reviewed on a regular basis in order to make best use of the Society's funds until they are paid over to the Gardens through grant applications.

  A question was raised as to whether best use of higher rates being offered by high street banks was being used as some were offering accounts as high as 3%. The Treasurer confirmed that there was a difference in accounts which were available for domestic customers to those for Charities and smaller organisations and, consequently, the percentage rates offered were different and, usually, lower.


 
A query was raised that the summary of grants on page 14 was inaccurate and a request put forward to revert back to the format which had been used in previous years. The Treasurer confirmed that the General and Specific projects amounts should be reversed but that the total figure was not changed but that this would be reviewed and amended.

It was requested that as bank charges were showing as a fairly large level then they should be recorded as a separate entry rather than included under Sundry items. The Treasurer AGREED to review this for future reporting periods.   The level of £131,000 as year-end assets was raised as being a substantial amount for the Society to be holding rather than it being used for the benefit of theGardens. The Treasurer confirmed that this was indeed not an ideal situation but that the Committee could only fund projects as they were put forward by the Gardens and that there had been a hold on this whilst the outcome from the Director's Vision Survey was confirmed. The level of assets was also being builtup in order to support a substantial project to benefit the Gardens as well as to mark the forthcoming Golden Anniversary of the Society. However, as the Secretary had mentioned earlier this level of assets had recently been reduced at the Committee meetings following the end of the last financial reporting period.   The Chair thanked the Treasurer for his report.


 
5. APPOINTMENT OF INDEPENDENT EXAMINER

The proposal to appoint Mr Adrian Jones, CPFA, as the Independent Examiner to year ended 31 July 2012 at a remuneration of £120 was AGREED by the meeting.

 

6. COMMITTEE MEMBERSHIP

The Secretary reported that, in accordance with the Constitution, there were two Ordinary positions on the Committee due for re-election.   The following have put themselves forward for re-election onto the Committee:

Mrs Ann Hudson

Dr Duncan Shaw


The Secretary confirmed that there had been no additional nominations received by the deadline of 6 January 2012 there was no need for an election and the Chairman, therefore, declared that Mrs Ann Hudson and Dr Duncan Shaw were duly re-elected onto the Committee. This was proposal was AGREED by the meeting.

The Secretary also confirmed that the Constitution allows for the appointment of two co-optive positions outside of the AGM and the Committee is, therefore, minded to appoint Barry Fowler and Tracey Crich to fill these places.


 
7. UP-DATE ON THE PROPOSED NEW ADMINISTRATION SYSTEM

The Chairman invited Barry Fowler and Steve Ferguson to give an up-date of the proposed new administration system which had been enthusiastically detailed and received at the last AGM.

  An outline of the process which had taken place over the past 12 months was given with the outcome that the Committee has taken the decision and informed the University, that the proposed Clarity system was not "fit for purpose" for the requirements of the Society and that it would not be accepted for the administration of its records.

Whilst this was a disappointing situation to be in some 15 months since Clarity was appointed, especially in light of the extraordinary amount of time and effort which had been put in by all those closely involved with the project, it wasconfirmed that no costs had so far been incurred by the Society. It was also noted that some aspects of the proposed Clarity system, i.e. the new membership cards as agreed at the last AGM, could be used with an alternative system.

The next steps of how best to take forward the project was currently being discussed with the Director of the Gardens and it is hoped that a positive outcome could be reported back to the membership in the very near future.


Thanks were given to Jim Flemington and Brian Lewis for their continued support of the project as well as to Lorna Harper who had not only had to learn the current membership system but also assist in pulling together requirements for a new one.

The report given was applauded by the meeting with a number of queries raised:

Q: How would a proposed new system fit with the University?

A: The initial proposal for the Clarity system was to have it integrated with the wider EPOS project, but it became clear that this would not be the case irrespective or whether or not the final outcome was different from the current situation.


 
Q: Was it not the responsibility of the University to implement and manage an appropriate system for the administration of the membership as per the changes in the Constitution in 2001?

A: This was true but it was also important for the Society to ensure that any system was appropriate for the management of its records which were its property and not the Gardens. The University was the client for Clarity, not the Society, but we were closely involved from the start of the project to ensure the systemwould fit in with our membership rules.

 

Q: Would the lack of a link with EPOS be detrimental to the Society?

  A: Although it was an initial requirement of the project in order to be able to provide more in-depth management records for both the Gardens and the Society there were some advantages in keeping to a stand alone system.


 
The Chairman thanked Steve Ferguson and Barry Fowler for their continued support of the project on behalf of the Committee and looked forward to a positive outcome in the near future.


 
8. PRODUCTION OF THE GENTIAN

  The Editor, Keith Cade, gave the following report:

  As reported last year, the main issue was ensuring that copy was received in good time in order to ensure that printing and mailing dates were adhered to; Loss of advertising revenue continues although there was some new ones over the last reporting period;

Plans were taking shape on the production of a commemorative summer issue to mark the Golden Anniversary of the Society particularly linked to the history of the Friends since it was started in 1962;

The Editor was always happy to receive proposals and content for future issues and thanks were given to those who already regularly contributed.


 
9. REPORT ON OTHER ACTIVITIES

Coach Trips: Lindsay Price confirmed that six coach trips had taken place during 2011 and that on four occasions two coaches were required with 70-80 people per trip. It was always comforting when the same number of trippers returned as started out earlier in the day! Venues and dates for the 2012 programme were currently being compiled for circulation with the spring issue of The Gentian with one to take place on a Friday (a flower show visit).

Thanks were given to Barry Fowler and Lyn Carroll who had supported Lindsey when second coaches had been needed.

Thanks were given to Lindsay Price for providing a well organised programme of visits and for working hard to make the trips both enjoyable as well as providing additional income for the Society. These comments were applauded by the meeting.

Sunday Lecture Series: John Tallis informed the meeting that the Lecture Series continues to provide a wide range of subjects which, over the reporting period, had seven on plants, three on places and two on people. Whilst the Committee provided a generous financial support of the programme, costs, especially for 'external' speakers continued to increase, although only £740 was spent on last year's programme which was AGREED as being of good value. The support of 'local' speakers continued to help keep costs to a minimum and was gratefully appreciated by the Society. Discussions are taking place on the range of speakers to help mark the Society's Golden Anniversary - all suggestions to John Tallis would be gratefully received.

 

Plant Sale: Olwen McLaughlin informed the meeting that last year's Plant Sale continued to raise a substantial amount of over £1,000 towards the Society's funds. The location in the Herb Garden with good weather and the support of a good range of volunteers and experts helped to ensure that the majority of plants either donated or brought in for sale were taken on the day.

An advertising banner had been produced last year which could be reused for a number of years. Plans were underway for the 2012 Plant Sale which was due to be held on Bank Holiday Monday, 7 May.

  10. ANY OTHER BUSINESS

(a) Honorary Membership

The Chairman confirmed that at the Committee meeting on 7 December 2011, it was agreed that in recognition of the support given to the Society in his role as Chairman 2000 - 2011 an appropriate gesture would be to confer Honorary Membership to Dr Anthony (Tony) Mould. The meeting AGREED that this would be an appropriate gesture.

In attendance at the AGM, Dr Mould acknowledged the gesture and thanked the Society for the honour conferred on him.


 
11. REPORT FROM THE DIRECTOR OF NESS GARDENS

The Chairman welcomed the Director of Ness Gardens, Kevin Reid, to the meeting and invited him to give a presentation on future plans:

The Director outlined a number of key points:

It was widely acknowledged that it was a challenging business scenario in the current financial climate for a wide range of visitor attractions and Ness Gardens was no exception. The Gardens were, however, looking extremely well and had received a number of positive comments;

The Gardens were hosting a Botanic Gardens meeting on 29 February looking at common issues and ways in which all could work together in more beneficial ways;

New Website: due to be relaunched in February

87% of visitors go online before visiting;

new dedicated Friends pages providing up-to-date information on

events including a plant clinic facility;

Gardens interactive maps/blogs/online shop

The refurbishment of the Hulme Room was due to be completed to support catering events, outreach projects including Reaseheath and RHS courses; 97% of visitors to the Gardens travel by car - looking at ways to encourage more to come a different way such as the Ness Footpath project which has been supported by the Friends - this will put the Herb Garden into public domains;

115 coaches have already booked to visit the Gardens in 2012;

Ness is to be included as one of the RHS Recommended gardens;

Gardens volunteers were currently 211 and there was an increase in the number of young people and those who wish to do something following redundancy or taking early retirement;

Working with Reaseheath College to appoint students under the Ken Hulme

Student Bursary;

Reviewing looking at the lower terraces and re-arrangement of the paths to help with access for visitors with restricted mobility; Proposals for the development of the Potting Sheds into learning and interpretation areas were being reviewed to be submitted towards a possible

 

Heritage Lottery Fund application;

There was recent concerns had been the withdrawal of the 272/273 bus route Hooton to Arrowe Park Hospital which was causing an amount of local concern for the loss of service. The Gardens were able to add weight to the argument with support from Wirral Borough Council and West Cheshire andCheshire Marketing Board

Developing the range of plants would be available through the Gardens Plant

Sales; Roses Tea Rooms has been successful in the Taste Cheshire Awards which had been held in November 2011;

 

The Gardens have been part of the European Garden Heritage Network since 2009 and the Network has been successful in a recent funding bid for €173,000 to support a range of projects with the partners for learning, climate change and science and conservation - travel exchanges for staff was also a possibility.

 

The Director welcomed questions from the meeting:

Q: Was the opportunity to develop a cycle path as part of the Pathway project?

A: The available area would not make the planned path large enough for bicycles and how the new plans are to be marketed will needed to be reviewed carefully - it is purely a pathway proposal. There were plans, however, for additional traffic calming on the main road to reduce the speed limit down to 30 mph to link in with Burton.

 

Q: Was there plans to light the new pathway?

A: Security lighting is not included in the proposal - the area is seen as being within a rural area and would not be expected to be lit.

 

Q: What are the proposals for new Glasshouse in the Gardens?

A: This is being looked into as part of the wider Potting Sheds project and could be something that the Friends would like to be involved in as part of their Golden Anniversary proposals.

 

The Chairman thanked Kevin Reid for his extremely comprehensive and informative presentation and looked forward to the further development of the Gardens.

The Chairman reminded the meeting that refreshments would be available in the Hulme Room for those Friends wishing to stay further to continue discussions and to meet members of the Committee.

There being no further business the Chairman thanked all contributors and attendees and brought the 2011 AGM to a close.