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AGM Minutes 2011-2012


Registered Charity No: 511294

Minutes of the Annual General Meeting held at 14.00 on Sunday 21 April 2013


Present:  Chairman, Professor J Sanders; Secretary, Ms H L Watters; Treasurer, MR Bickerstaff and 84 other Members




By invitation: 

Ms C Anderson, Director of Residential, Sport and Commercial Services,University of Liverpool

Mr K F H Reid, Director of Ness Gardens
(Agenda Item 13)


Professor Jon Saunders welcomed attendees and gave apologies for the lateness of the holding of the AGM which had been postponed from 19 January due to the closure of the Gardens following heavy snow fall that weekend. This meeting will report on business to cover the activities of the Society 1 August 2011 - 31 July 2012 but will also pick up on some areas of key activities this current financial year.

Professor Saunders also took the opportunity to mention of the sad death at the beginning of February of Pat Crooks, who had been a previous Chairman of the Society and an active supporter of the Friends and Gardens for many years.








The Secretary reported that formal apologies had been received in advance from Tracey Crich, Barry Fowler, Janet Grashaw and Lindsay Price.










The Chairman confirmed that there were no Matters Arising from the Committee following the last meeting and asked if there were any points which  Members wished to raise. There were no Matters Arising.

Although not a Matter Arising a query was put as to why Friends were not entitled to free entry to RHS gardens as their members were allowed to Ness Gardens?  The Secretary confirmed that the decision to allow RHS members free entry to Ness Gardens was at the discretion of the Director and not a Friends issue.  However, she had recently been in contact with the RHS about this point and  unfortunately the Society does not fit within the current 'Affiliated Society' guidelines i.e. holding regular meetings,  annual flower shows, etc and we were, therefore, not eligible.  It was something which would be reviewed along with the range of  reciprocal gardens to which Friends were entitled to free entry, Kew, Edinburgh, Birmingham and Oxford.










There being no additional Matters Arising from the Committee or the meeting the Minutes of the Annual General Meeting held on 21 January 2012 were taken as read andACCEPTED as an accurate record and signed by the Chairman.











(a)    To consider and receive  the Annual Report of the Trustees for the year ended 31 July 2012
 The Secretary gave a short presentation on the key activities over the reporting period:

  • New Format of Annual Report

    •   The major change was in how
        the Annual Report of the Society's business is presented to make it more
        attractive and more adaptable to go onto the new Friends website pages - it
        was a good format to be used as a wider advocacy document;

    •   The Annual Report had been circulated
        out to the current Outlook email group (c.800 records); via email to anyone
        whom requested and loaded onto the website (including the Minutes from the
        last AGM);

    •   A number of hard copies had
        also been printed and available at the Visitor Desk since early December

    •   Key points and outcomes from the
        present AGM will be reported in the summer issue ofThe Gentian and loaded onto the website
  • Marketing Activities

    •   A Sub-Group of the Committee
        have met on a number of occasions to pick up on various initiatives to
        promote the Society as well as to support a number of events and activities;

    •   The Sunday Fundays was an important element of this - providing extra
        free family activities for all visitors throughout the summer;

    •   The support of Making Waves and a Taste of Ness gardens were important
        visual elements of the support of the Friends during the reporting period
        providing a new visitor facility at the Gardens and showcasing Ness to a
        wider audience at Tatton Park.  The winning
        of a Silver-Gilt Medal was a significant bonus, with many visitors convinced
        it should have been Gold!

    •   An additional range of
        marketing material including the plant lists at Tatton Park Flower Show for
        Ness Gardens, Cheshire Gardens Trust and Tatton Park had also been funded and
        clearly branded as supported by the Friends of Ness Gardens;

    •   The launch of the new Gardens
        website has been a significant move forward and the Friends pages will be
        developed further especially the use of emails to keep members up-to-date
        with information on a regular basis outside the mailings ofThe Gentian;

    •   An Interim Newsletter was
        produced between the spring and summer issues of The Gentian in order to highlight the Sunday Fundays and the supporting of Making Waves and a Taste of
        Ness gardens - although not expensive to produce the postage costs were
        high but it was felt important by the Marketing Sub-group to do such a stand
        alone mailing on this occasion.

    •   A number of other more
        behind-the-scenes activities also been taking place - including the redesign
        of membership forms and new letterheads.



  • Golden Anniversary: although outside
      of the reporting period for this AGM the Society has now entered into its
      second half-century which was celebrated by an anniversary lecture on 16
      September and the special issue of The



  • Membership Rates

    •   Subscription rates did not
        increase for the reporting period to 31 July 2012 (the last increase was 1
        January 2011 which was the first time since 2007);

    •   Membership subscription rates
        are discussed at the autumn Committee meeting but due to the impact of the
        implementation of the new administration system this discussion was been
        delayed until the March 2013 Committee meeting but no increases are planned
        in the immediate future;

    •   The new Family Subscription
        rates were reintroduced  1 February 2013
        and there has been positive take up with double subscription members renewing
        as Families - there had also been a couple of resignations;



  • Finance: full details will be given by
      the Treasurer under Item 4(b) but
      it has again been a year when:

    •   the Society has been able to
        provide the Gardens £122,560 (2010-11,
        £114,412) for general support (the
        80% of subscriptions being paid directly to the Gardens).

    •   the reclamation of Gift Aid -
        £29,454 (£32,500) in this reporting period - remains
        an important extra income stream from HMRC at no extra cost and allows us to
        support events and activities without, technically, using the income from



  • 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

    •   £10,000 for finishing the Ness
        Footpath Scheme allowing for a safer route for those visitors walking to the
        Gardens from Neston

    •   £22,000 towards the redevelopment of
        the Terraces which is significant as it was this area which was the first
        major project supported by the Friends 1964-5

    •   £20,000 towards Making Waves and a Taste of
        Ness gardens - the rewards of which was significant.



  • Administration:

    •   The impact of having a
        full-time Membership Administrator has been significant and much of what has
        been achieved over the reporting period could not have been without the
        support of Lorna Harper, who undertook an incredible amount of work, much of
        it behind-the-scenes but significantly




ensuring that the
  implementation of the administration system was taken forward. 


  •   The departure of Lorna Harper
      at the end of February - to take up a new role at Jodrell Bank - has caused
      some delays in moving forward but we have had the


enthusiastic and welcome support
  of Diana Russell to which immense thanks are given.



  • Membership Figures(to 31 July 2012)

    •   the Society had 7,511 Members (7,397 the previous
        reporting period) which is 4,528
        memberships (4,452 previously).  Whilst
        the increases have not been substantial the movement is at least in the right
        direction, upwards!

    •   the Society continues to have
        a very loyal membership with 84%
        retention rate over the reporting period. 

    •   Taking part in events such as
        the Gardeners' Question Time Summer Party in September 2012 saw 60 membership
        subscriptions being taken on one day;

    •   78% of renewed subscriptions were
        collected through Direct Debit which continues to be important helping to
        keep administration costs low - an increase in new members joining with
        Direct Debit has also increased to 34%
        (25% last year).

    •   Significant increases have
        been seen in Gifted Memberships 139 (82
        previous year) and Day Discount Offer 151
        (107 last year) which is a result of offering incentives as well as proactive
        up-sell at the Visitor Desk.



  • The Gentian: update to be given by Fiona Harrison under Agenda Item 9 but it remains an important communication tool
      although costs for producing and mailing continue to increase, especially as
      membership levels and postage costs increase.




(b)   To receive the statement
  of accounts and balance sheet as at 31 July 2012




The Treasurer provided the following key points in support of the published
  Annual Accounts:



  • Overall income to the Society 2011-12 was £202,956 which was only
      slightly higher than the previous year and reflected no increase in
      subscription fees and a slight increase in year end membership figures;
  • Resources expended (the automatic 80% transfer of subscriptions
      and additional grants) was £267,538 (£137,305 in 2010-11).  This meant that the Society ended the
      reporting year in a 'deficit' accounting position. This was in line with the
      wish by the Committee (and as raised at the previous AGM) that the Society
      should not hold onto too high a reserve;
  • Overall Trustees approved grants for 2011-12 was £117,104 which
      was a substantial change from the previous year which had seen an overall
      write back of £3,086 - a full break-down of the grants supported could be
      found on pages 14-15 in the Annual Report (key ones reported earlier by the
  • As detailed earlier by the Secretary there has been some marketing
      activity during the reporting year of £2,003 which was detailed separately in
      the accounts;
  • The current assets of the Nat West fixed-term bonds reflected the
      Treasurer undertaking moving funds to accounts which were attracting a higher
      rate of




interest.  As at 31 July
  2012, the Society was achieving 3.25% on £100,000 deposit and 1.8% on £70,000
  in a low interest bond.




It was queried how the Society could be in a 'deficit' position
  and that this was an incorrect and inappropriate term to use.  The Treasurer confirmed that this was an
  accepted accounting term on how the accounts are managed as, for 2011-12, more
  resources were expended than matched income. 
  However, as the Society's reserves had been high (£131,127) in 2010-11
  there was still £64,545 unrestricted funds as at


31 July 2012.




The Secretary informed the
  meeting that the new format of the Annual Report (with summarised statement of financial activities) would work
  alongside the fuller breakdown of the accounts which is registered with the
  Charity Commission and signed by Chairman, Treasurer and Independent Examiner
  - a copy of the fuller accounts was available on request to the Secretary.




It was queried whether any
  steps could be put in place to off-set the increasing cost of postage -
  newsletters used to be hand-delivered in certain areas.  The Secretary confirmed that substantial
  savings are already undertaken through the franking of post through the University
  of Liverpool (which was cheaper than using stamps).  Once the website was more developed Members
  would be asked whether they wished to discontinue with receiving hard copies
  of The Gentian with issues
  circulated electronically.  This was a
  long-term objective and would not be possible for all Members.




(c)    Proposal to Review the Financial Year
  End of the Society




The Society's current year end, as confirmed in its Constitution,
  was 31 July.  This was the same as the
  University of Liverpool's year end and there had been previous view that
  there should be some separation in order to allow more time for the Annual
  Accounts to be finalised and independently examined (the Treasurer was employed
  by the University of Liverpool).  The
  proposal to change the financial year end would also ensure that possible
  disruption to holding an AGM in January could be lessened.




A short discussion took place on the merits of changing the year
  end with one view that any change would cause unnecessary complications.  If the Committee felt that a change was
  appropriate it was requested that it should not be 31 December as this was
  around the time when most renewal of memberships took place.  A compromise could be a change to a
  financial year end of 31 October.  The
  Chairman thanked members for their comments which would be discussed by the
  Committee at their next meeting and confirmed to the membership.




  Chairman thanked the Secretary and Treasurer for their reports.
















The Committee proposal to appoint Mr Adrian Jones, CPFA, as the Independent Examiner to year ended 31 July 2013 at  a remuneration of £120 wasAGREED by the meeting.















The Secretary
  reported that, in accordance with the Constitution, there were two Ordinary
  positions on the Committee due for re-election.




The following had
  put themselves forward for re-election onto the Committee:




Ÿ  Ms Olwen McLaughlin


Ÿ  Dr John Tallis




There being no
  additional nominations there was no need for an election and the Chairman,
  therefore, declared that Ms Olwen McLaughlin and Dr John Tallis were duly
  elected onto the Committee.  This proposal
  wasAGREED by the meeting.
















Steve  Ferguson provided an update on the introduction of the Society's new adinistration system.

  • The development and
      implementation of the new Raisers Edge (RE) system had not been without some
      issues and taken longer than hoped to come on line;
  • The administration of the
      Friends had been undertaken for many years by Jim Flemington and Brian Lewis
      and special thanks were given for the support they have given with the
      implementation of the new system which has meant double entry of information
      for the old system (Dataease) and the new to run parallel whilst systems were
      being tested;
  • Following the appointment of
      Lorna Harper as Membership administrator a lot of her time was spent on
      refining the requirements of how the Society needed to use its new system;
  • The roll out of the new style
      membership cards (as presented to the membership two years previously)
      started on 1 February along with the re-introduction of two family
      subscription rates - just as the system was launched the Administrator left
      to take up a new position!
  • The need for an interim
      administrative situation was unexpected but steps will be put in place to
      ensure that the roll out of the new cards was maintained;
  • Forward developments will see
      the installation of a system called Net Community Spark which will expand the
      existing website and allow, in time, people to renew, join and pay on-line -
      another package will allow for people to buy tickets for events, coach trips,
  • We will also enable us to email
      Members, create letters and renewals notices and circulate The Gentian to anyone who opts not to
      receive a hard copy in the post;
  • The next steps is to identify
      what information should be kept to 'Members-only pages' and to ensure the
      secure capture and management of data once the on-line element is in
      place.  There is no particular
      timescale in place but any significant developments will be conveyed back to
      the membership.




It was queried where the Society's information was stored and whether this was
  secure.  It was CONFIRMED that the new administration
  system was a 'hosted' one which meant that it was
  not held on either the Society's or University of Liverpool's server but on a
  computer in Boston, USA and accessed using software called Citrix.



It was  raised that it was a requirement for the Society's Charity number to be
  detailed on all aspects of communication and it was not currently showing on
  the website.  This point was NOTED and would be amended.

It was also cautioned that not all Members had access to emails and the website and
  that some would still require letters and reminders via post.  This point was NOTED and it was confirmed that the
  proposals were still in an early stage (email contact details were only now
  being recorded) and that all forms of communication would continue.

The Chairman thanked Steve Ferguson for the update and reiterated the
  appreciation to Jim Flemington and Brian Lewis for their support.  There was still a lot of work to be
  undertaken but it was felt that the new system would be beneficial to the
  Society in a number of ways once its full functionality was used.
















The Society's first and only President
  was the late Ken Hulme who was appointed at the AGM on 7 October 1989 and
  held the role for 20 years.  Following some initial discussion at
  Committee meetings the proposal of the appointment of a new President of the
  Society was put to the meeting for wider discussion.  The key points are whether the
  Society needs a President, what would be the role and who would be an
  appropriate candidate for the role?




Following a short discussion it was AGREED that
  there was no support for the appointment of a President at this moment in
  time; to be reviewed at a future date.
















The new Editor ofThe Gentian, Fiona Harrison, gave the following update:


  •   There had been two issues of
      the new format of the newsletter which it is hoped that has been well
      received by the membership - feedback on the content would be welcome;

  •   An overview of the structure
      of each issue has been devised;

  •   It was still proposed to
      produce three issues per year but ensure that page size and costs are kept to
      an absolute minimum (postage is the main cost for each mailing);

  •   Although it is the newsletter
      of the Society it is an important vehicle of publicity for the Gardens;

  •   Fees from advertisers did not
      cover production costs but helped to offset them - any offer of assistance in
      securing new clients would be appreciated.
















(a)  Coach Trips




In the absence of Lindsay Price the
  Secretary gave an update.  Although not
  an overt income generating activity the coach trips was a popular benefit of
  membership with many long-term and regular 'trippers'.  As previously informed this year's
  programme was the last to be organised by Lindsay Price who had managed it for
  the last 10 years with six successful trips undertaken over the reporting
  period.  Immense thanks were given to
  Lindsay for all the hard work she had given and to request if there was a
  volunteer who would wish to take forward the planning of next year's




(b)  Friends of Ness Gardens Sunday Lecture




John Tallis informed the meeting that 12
  talks had been organised with the usual mixture of home-grown and outside of
  the area with a number of new speakers on a wide range of subjects.  A wide range of contacts had been developed
  over the past 10 years of organising the programme and it was gratifying that
  speakers were starting to come to John to offer their services!  The format of talks had also changed over the
  past decade with the use of slides taken over by more sophisticated
  PowerPoint presentations.  The
  programme of talks was again undertaken within budget with many of the local
  speakers giving their time for free.




(c) May Plant Sale




Olwen McLaughlin confirmed that the 2012
  Plant Sale had been severely affected by the bad weather on the day as well
  as a dwindling supply of Friends supplying plants for the event.  A profit and income for the Society's funds
  had still meant it was worthwhile continuing with the event.  This year's was taking place on Bank
  Holiday Monday 6 May and any support offered in advance and on the day would
  be gratefully appreciated.  Thanks are
  also given to Paul Cook and his Team for their support of the day and helping
  to ensure set up and take down is undertaken.
















The Chairman confirmed that at the
  Committee meeting on 5 December 2012, it was agreed that in recognition of
  the support given to the Society in his role as Editor of the Society's
  newsletter 2002-12 an appropriate gesture would be to confer Honorary
  Membership to Mr Keith Cade. 




The Chairman also confirmed that
  outside of that Committee meeting it was put forward that Barry Fowler should
  also be afforded the position of Honorary Member for the incredible amount of
  work he has undertaken for the Society since joining the Committee in October
  2000 and, especially, more recently on supporting the introduction of the new
  administration system.




The meeting AGREED that
  this would be an appropriate gesture and supported the proposals.















  • A formal acknowledgement of the
      support given by Lindsey Price in her management of the coach trip programme
      was made and thanks given by the meeting.





  • Raffle tickets had been given
      out at registration of attendance and the winner received a largeHellebores plant.




  being no further business to discuss the Chairman drew the formal section of
  the Society's AGM to a close; Members were thanked for their attendance and
  the contribution made to discussions as well as to the presentations given by
  members of the Committee.  Refreshments
  would be available in the Hulme Room following the end of the meeting.
















  Chairman welcomed the Director to the meeting as well as Catherine Anderson, Director of Residential, Sport and Commercial Services.




  points from the presentation included:

  • As with a large number of weather-dependent visitor/tourist attractions
      the poor weather in 2012 had an effect on attendance figures to the Gardens;
  • The Ness-specific plants project with Reaseheath were starting to
      come in to the Plant Sales;
  • The Gardens were not considered for central internal capital
      funding by the University so agreement had been given by the Charity
      Commission to draw down on the Agnes Lois Bulley Trust in order to undertake
      development work, such as the Potting Sheds - this would make it possible to
      approach agencies such as the Heritage Lottery Fund for matched funding;
  • The last of the old glasshouses had been removed and costings were
      being pulled together for a new Hartley structure;
  • BBC Question Time Summer Party was confirmed as returning on 7
      September 2013;
  • However, difficult decisions needed to be made in the current economic
      climate and one of this was a review of the winter opening hours.  The proposal would be:

    •   close entry to the gardens
        Monday - Thursday between 1 November - 31 January;

    •   open fully at the weekend;

    •   establish a Friends Friday;

    •   the Visitor Centre would
        remain open apart from the week between Christmas and New Year;
    • The seasonality of the Gardens meant that there was a significant
        drop in visitor numbers at certain times of the year and there was a need to
        concentrate resources where demand was at its highest.

    •   Staffing was also being
        reviewed but due to internal discussions and University of Liverpool
        procedures details could not be given at this time. 




The Chairman thanked the Director for his
  presentation and opened up the floor to questions.




There was a lengthy Q&A session with
  regards to the presentation given by the Director and, in particular, the
  winter closing proposals and what savings and benefits this would give to the
  Gardens.  The possible impact of the
  proposals to the membership of the Friends was also raised with concerns as
  to the future viability of the Gardens.




A proposal was put forward that an
  Extraordinary Meeting of the Society should take place to discuss the impact
  of the proposals.  The Chairman CONFIRMED that
  this would be reviewed and full details would be conveyed back to the
  membership at the earliest opportunity.




The Chairman called the discussion to a
  close and reminded the meeting that refreshments were available in the Hulme

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