(Scots Law) A common; a piece of land in which two or more persons have a common right.

Friday, May 29, 2015

Annual General Meeting - Take 1

From Matt Baker

On Wednesday 27th May the good people of DGU gathered for their inaugural AGM - it was a short and sweet affair characterised with all the good humoured banter that we have come to expect when artists get constitutional on each others arses.

The bottom line (move on from bahookies - Ed) good people is that this meeting was simply a procedural affair that passed important amendments to our constitution in relation to the make-up of the Board of Trustees and how they are elected:

The maximum number of charity trustees is 12 

At each AGM the Members will elect or re-elect Board trustees as follows to be a charity trustee for a three year term:

-Two Members from Annandale and Eskdale Area to be elected by the Membership of Annandale and Eskdale Area.

-Two Members from Nithsdale Area to be elected by the Membership of Nithsdale Area.

-Two Members from Stewartry Area to be elected by the Membership of Stewartry Area.

-Two Members from Wigtown Area to be elected by the Membership of Wigtown Area.

-The Regional Arts Hub (or its successor body) will nominate Two Trustees to serve for a year commencing at each AGM
-Two others

Every member has one vote, which may be given personally at the meeting or submitted electronically or by post to the Registered Office of the Trust. Votes sent electronically or by post must be received by 5p.m. on the day prior to the meeting.

(NB if someone is standing as a member of a specific area (eg Nithsdale) then only members of DGU from that area can vote on their election)

Are you still with us......I hope so because this is important stuff - your region and your sector needs people to put themselves forward to be on the Board - we particularly need people who work (or who have worked) in the arts sector and want to make a contribution that supports further innovation, development and growth across the board in the arts...that means YOU!

Currently there are 5 Trustees.....2 practitioners will be joining the Board from the Regional Arts Hub....that means there are 5 spaces available to properly make a difference. Get in about it!

What happens next:

    1. 5th June deadline for receipt of nominations (to  with 100 words about why you would be an awesome trustee)
    2. 9th June circulation of election papers
    3. 22nd June deadline for postal and electronic votes
    4. 1st July AGM reconvened - for election of Trustees

Regional Arts Hub meets DGU Trustees

On 20th May 2015 Regional Arts Hub Working Group met with DGU Trustees - in advance of the DGU AGM:

Regional Arts Hub Working Group (RAHWG)
Draft Meeting Notes
The Stove Building
Tuesday 20th May 2015
10.30 – 12.00

Simon Davidson
Alex McQuiston
Alan Thomson
Cate Ross
Matt Baker (Chair)
Dr Belle Doyle
Graham Main (Minutes)

Leah Black
Sid Ambrose
Anne Barclay
Sara Lockwood

Jim Tildesley
Amanda Herries (Vice Chair)
Dr Valentina Bold
Dr Janet Brennan
Bea Last

Cathy Agnew
Judith Johnston

1.  Introduction and Apologies

Apologies were received from Leah Black, Sid Ambrose, Anne Barclay and Sara Lockwood. Matt Baker (MB) welcomed members and gave a welcome to the Charity Trustee’s from DG Unlimited

(MB) highlighted that the purposes of the meeting were to:

·       Understand the procedures of the forthcoming AGM

·       Talk about the future

·       Discuss a proposal for additional changes to the DGU constitution

2. Forthcoming AGM

Jim Tildesley (JT) spoke on behalf of the DGU Board and clarified that the procedure of the AGM would be to:

·       Review the Chair’s Report

·       Review the Approved Annual Accounts

·       Seek to pass new motions that make changes to the existing ‘model’ constitution as being suitable for our needs as a rural arts, heritage and culture membership organisation. (See membership information as provided to members by DGU Board on May 16th 2015)

2a. Motion being proposed at the AGM

One new motion is being proposed at the AGM which will allow electronic voting through email for electing new Charity Trustees and voting on resolutions which may be raised, and the reasons this is being proposed are: 

·       To enable wider geographic membership

·       Support accessibility throughout membership

·       Encourage members to become involved in decision making

Members have been notified of this proposal and have the opportunity to vote by proxy.  It was confirmed that other members would vote on this motion at the AGM in person, but the votes by proxy would be included after this to give a final result.

Following the declaration of the result of the vote the AGM will be adjourned until 1st July to

a)     allow for due process OR

b)     to review process if mandate is not granted by the members

2b. DGU Board Membership

(JT) confirmed that there would be twelve board positions in total, including the two proposed members of the Regional Arts Hub.  Those two members would have full rights and responsibilities as Charity Trustees of DGU. 

If the motion is passed at the AGM – then the full membership will have the opportunity to vote, either by email or in person on the election of new Trustees and other matters.  Two Trustees would be responsible for the validation of electronic voting.

Interested persons can be nominated, or nominate themselves for election as Charity Trustees to serve on the Board of DGU for a three year period.   It is expected that voting will take place on or before the 1st of July 2015.

3.  Future of the Board of Trustees

There was a proposal that all Charity Trustees could stand for re-election by default to enable the fullest democratic process to take place, and whilst it was agreed that this would be effective at demonstrating transparency and willingness to begin the second year with an unequivocal member’s mandate, it was agreed by the majority of those present at the meeting that, because of the young age of the organisation, – this might send the wrong impression to key stakeholders and cause problems of instability (regarding continuity) within the Board.  

Legally –DGU Charity Trustees have offered and been agreed to hold position for a three year period by the original three founding Trustees and there is still some time remaining for service by most of the Trustees, this procedure is according to the founding Constitution of the organisation.

For the first time (in July 2015) new Charity Trustee’s will be elected by the fullest possible vote of the membership – which members of the meeting were pleased about.

There was further interrogation of the practise of open recruitment in the initial stages of setting up the organisation and Cate Ross (CR) mentioned two letters from the Dumfries and Galloway Arts Partnership (DGAP) and the founding Board of Charity Trustees of DGU which she reported were seen as inconsistent in wording regarding ‘Conflict of Interest’ issues. (JT) commented that the initial letter of invitation was from Dumfries & Galloway Council and the DGAP Board and regarded the recruitment of the founding Charity Trustees of DGU, which was stringent in ‘Conflict of Interest’ issues but that later letters were worded according to the protocols set out in the new Chamber of the Arts (DGU) Constitution which are also stringent in such matters, but allowed any member at that time to offer themselves as a member of the Board.

Members of the RAH were satisfied that the process was fair and balanced, and it was pointed out that several Charity Trustees were invited to their positions because most other stakeholders were part of other developments which had led us to that point. It was understood that in our region it would be inevitable that Conflicts of Interest ‘s would arise within DGU and that clear protocols would be followed in such cases.

(JT) acknowledged that should members wish to pass a vote of no confidence in the Board, or raise a resolution to terminate the office of a Charity Trustee via a member’s meeting– there is a mechanism in place (see 62.9 In the founding Constitution). Also protocols are in place which allow members to express their concerns in writing to DGU Board of Charity Trustees directly.

(JT) also reminded members of the RAHWG that only DGU members had the power to do this, and if members of the public were not part of the organisation’s membership – then there was no ability for them to formally participate in issues directly regarding the organisation.

It was agreed by all that we should all be actively recruiting members to DGU – and encouraging those who felt left out to take advantage of memberships.

It was also felt that the website and associated publications were the best way to increase membership, rather than via the founding documents.

3a. Vote of Confidence in the Chair of DGU Board of Charity Trustees

An overwhelming vote of confidence was placed in Cathy Agnew in her role as Chair of the organisation, and in the work of the Board of Trustees thus far. Many thanks were offered on behalf of the membership for the time, commitment and advocacy that has been gifted by the DGU Board.

There was also support from RAHWG members present for the motion by (MB) that, the RAHWG recommended that Cathy Agnew be invited to be Co-opted at the AGM to hold the role of DGU Chair for the next year, with a focus on succession planning and working towards a new chair of the Charity Trustees

Jim Tildesley advised the meeting that Cathy Agnew could only return to the new Board if the elected members of the new Board, after assessing their experience and skills, used their powers of co-option.

4. Proposed changes to the Constitution

Several changes were recommended by (CR) to the existing constitution which are referenced in the appendix of this minute (Proposed Changes to the Constitution by Cate Ross)

A full discussion took place between Trustees and RAHWG members surrounding each suggestion where it was that the public facing material published by DGU would very much reflect the spirit of the proposed amendments, but that the Constitution itself could remain as is on the grounds that the wording fulfilled technical requirement of OSCR and that the spirit of DGU was best conveyed by the material published on the website, therefore members of the RAHWG working group did not recommend any of the suggested amendments being carried forward in this instance.

(MB) thanked (CR) for the suggestions. (if anyone wants to see a copy of the amendments proposed by Cate - please contact the Secretary of the RAHWG at


It was agreed that a social event would be welcome for all the RAH and Board of Charity Trustees in the future.

5. Meeting Closed

(MB) thanked both members of the RAH Working Group and Trustees of DGU for their attendance.

6. Next Meeting

The date and time of the next RAH Working Group would be agreed through email. 

Wednesday, May 20, 2015

Regional Arts Hub Working Group - Minutes 6th May 2015

Meeting Started 10.30 am at Electric Theatre Workshop, Munches St, Dumfries 


Matt Baker (Chair)
Anne Barclay (Vice Chair)
Sid Ambrose (Wigtownshire Arts Hub Convenor) 
Belle Doyle (Nithsdale Arts Hub Convenor)
Cate Ross (Stewartry Arts Hub Convenor)- Meeting notes
Alex McQuiston
Graham Main 

Leah Black
Sara Lockwood 

Late arrivals due to DGU Board meeting clash:
Alan Thomson (Annan and Eskdale Arts Hub Convenor/Policy and Development Coordinator), 
Simon Davidson (Secretary)

Regional Arts Hub Working Group (RAHWG) meeting notes: 
The Chair welcomed those present; the meeting notes from previous meeting were agreed.
Several points on the agenda were rescheduled because they relied on input from Alan Thomson (AT).

The group expressed frustration that the RAHWG meeting was adversely affected by the rescheduling of a D&G Chamber of the Arts (DGU) Board meeting, which created a date/time clash. This was despite efforts by RAHWG to arrange a date to allow input to the DGU Board (their meeting previously planned for that afternoon).There was a sense of confusion about how and why this could occur and because it was not the first time this had happened in the planning and operation of the DGU Board. It was agreed that this would be raised upon Simon Davidson (SD) and AT’s arrival.  MB reported that he had raised the matter with the DGU Board and informed them that AT’s non-attendance at RAHWG was materially affecting our ability to progress the Regional Arts Strategy developments.

There was a noted lack of clarity on the role of Suzi Kenny (SK)as she was anticipated by the RAHWG to be present to take minutes. (this has now been clarified and SK is available to take minutes of RAHWG meeting – as long as they take place in afternoons) Cate Ross (CR) was asked to take notes.

Agenda headings follow with key Action Points (AP) noted in bold orange italics.

1. Working with the DGU Board- Strategy for AGM

This was reserved until the arrival of AT. But agreement was made that an informal ‘round table’ discussion prior to the DGU AGM was absolutely essential to agree a joined up strategy with the DGU board.

AP: MB to invite DGU Board to a round table meeting prior to AGM on agreed date of 20th May at 10.30am at The Stove

2. Update on Regional Strategy following previous meeting.

This was reserved until the arrival of AT. MB tabled a draft document list of emerging ‘Proposed Regional Priorities’. (See Appendix 1) CR tabled 4 papers: Draft working documents- Digests from Pirnie report Gaps and Work in Progress; Suggested amendments to the DGU Constitution and SAH recommendations for draft Stewartry Arts Hub Plan and Regional Arts Hub Plan) (See Appendix 1a)

AP : Regional Strategy development item put to the agenda for next meeting as AT was held up at DGU Board meeting until 11.45.

3. Specialist Art Form Groups- Priorities and Process

Discussion was held regarding the transparency and inclusive approaches required for developing specialist art form groups.

Cate Ross (CR) expressed concern that there had been a meeting scheduled between Wigtown Festival Company, Spring Fling, The Stove Network and Big Burns Supper representatives about Youth Arts.. She noted that this was not inclusive of all the Youth Arts sector representatives and recommended that an Arts Hub Convenor participate in each specialist art form group (by skill base).. MB and GM responded that a) that the meeting referred to had been in order to discuss an approach to Youth Arts to bring to the RAHWG for discussion and b) that RAHWG was the place for the sharing of information and learning and that by sitting on the RAHWG Convenors would get information to share with the sector in their areas. CR wished to seek assurance that there would be no perceived or real ‘carving up’ of the process/potential budgets that would reduce opportunities for the sector at large.

Further discussion ensued to allow RAHWG members to nominate themselves/others for specialist art form groups, but final decisions were held over until a full membership of the RAHWG was present as all needed to express their interest and agree on who would convene the groups, to discuss the format (e.g.: - by catchment or region wide etc.).

The suggestions for group convenors so far are:

·      Music: Alex McQuiston and Sid Ambrose

·      Youth Arts: Anne Barclay, Graham Main,

·      Film: Belle Doyle, Simon Davidson (nominated in absentia)

·      Dance, Performance and Live Art: Graham Main, Cate Ross, Sara Lockwood (nominated in absentia)

Literature and Visual/Environmental Art were not on this list because a) Literature has an existing sector forum hosted by Wigtown Festival Company and b) both are existing strengths within our region and not requiring priority support from RAHWG at this time.

SD arrived during the discussion and raised a query about the term Youth Arts and commented that the RAHWG might best decide on whether the term be applied as an age group separately (limited funding opportunities for this bracket) or as an aspect of discipline per specialist art form. Further he suggested that each focus group could identify gaps in provision, collate info. raise recommendations per specialist art form via broad round table discussions and bring these back to the RAHWG. GM commented that these focus group meetings needed to be documented to allow transparency and inclusion to the sector.

AP: Put this item to the agenda of the next meeting for final agreement.


4. Developing a Charter for events regionally including a ‘Clash diary’

Belle Doyle (BD) and GM proposed to invite relevant groups and individuals to a forum discussion leading to developing a possible Charter for events regionally. This may include support for event safety management planning, sector developments regarding programme, time frames etc., licensing, to support engagement with Police Scotland and regarding health and safety (fire, risk assessment etc.)

A clash diary was also proposed. BD has initiated a Google Calendar as an experimental step in this direction and requested that Dumfries and Galloway Council (DGC), Police Scotland and the arts sector where invited to use it in the first instance. BD also agreed to share the document she and Ailsa Watson (the Stove Network) created after their meeting recently with the Licensing Board. Sid Ambrose (SA) noted that lobbying may be required ‘at the highest level’ to ensure fairness and parity for the region in the face of Police Scotland’s newly centralised provision as opposed to the previous region-based control. SA was nominated to participate in the Charter development forum.

AP: GM and BD to convene a Regional Events Charter Forum

AT Arrived at 11.45am

5. Regional Focus- Area Arts Convenor’s bullet point reports (held over from previous meeting)

·      Wigtownshire, Sid Ambrose-see Appendix 2

·      Stewartry, Cate Ross-see Appendix 3

·      Annan and Eskdale, Alan Thomson-see Appendix 4

·      Nithsdale, Belle Doyle-see Appendix 5

6. Date and Format of next meeting

AT was informed of the request for a round table discussion meeting between RAHWG and DGU Board. This was presented as a RAHWG approach to item 1 of the agenda: Working with the DGU Board- Strategy for AGM. A date was proposed for the 20th May at 10.30am at The Stove in Dumfries.

It was also suggested that a post AGM discussion could be held on the morning of 27th May and could include the wider DGU membership and sector.

AP:  MB to invite DGU Board to meet on 20th May and MB to arrange post AGM discussion forum for DGU members and sector engagement.

7. Proposal to co-opt Peter Renwick to the RAHWG

Unanimously agreed

AP: PR to be formally invited by MB to the next meeting.

Rescheduled Item

2. Update on Regional Strategy following previous meeting.

AT reported that he had not received the requested ‘3 point- key aims’ from all organisations represented on the RAHWG in sufficient time for him to collate the information. Wigtown Festival Company, Spring Fling, Big Burns Supper and The Stove Network had provided the information so far.

AP:  AT will chase other RAHWG organisations for info and present findings to next the meeting

AT requested examples of best practice regarding regional strategic planning from those present. The Public Arts Strategy for Bristol was cited as one example. Out of The Blue (Arts and Education Trust in Edinburgh) was cited as another line of enquiry regarding good strategic planning and partnership work for a grassroots approach.

AP: All agreed to research best practice examples of regional strategic planning and feed back to the next meeting.

AT reported from the DGU Board regarding strategic planning developments: -

The DGU Board and Area Arts Hub Convenors are conducting a preliminary assessment and report on the successes and challenges of the last year, the commissions and the work to date. Findings will be shared with RAHWG as soon as possible leading to recommendations regarding future ‘direction of travel’ to be raised and agreed by August 2015. This will include recommended priorities for the use of the DGC cultural budget (£150,000) and any other proposed partnership funding the organisation may be able to secure.

AT reported the proposal by the DGU Board that nominations for Trustees be brought forward per catchment for seats on the DGU Board and that members are proposed to vote for their catchment Charity Trustees only. Concern was raised about who was currently a member, applicants have not received confirmation and a list of DGU Members was requested. .

AP: AT to make enquiries regarding membership confirmation with SK and to request that she provide a list of DGU members to the next meeting.

AT reported that the issue of amending the DG Constitution to include for example Co-option of Regional Arts Hub Chair and Vice chair to the DGU Board of Charity Trustees, Vote by Proxy and other amendments will be proposed but will require an adjournment of the AGM to allow the proposed amendments to be agreed including the proposed proxy voters. There was some concern at the complexity of this proposal, concerns will be raised at the DGU Board/RAHWG round table meeting.

AP: Research into the options and legal requirements to amend the DGU Constitution to be conducted by members of RAHWG as deemed necessary by individual volition and brought to the next meeting.

AT commented that the requirement for SK to service the RAHWG with administrative support at their meetings would be raised with her directly and he would report back to the RAHWG as soon as possible on this.

AP: AT to ask SK to build RAHWG into her remit.

AT reported that the DGU Board had intimated a need to engage more with the DGC Major Events Strategy Fund committee and Event Scotland organisation to help support arts sector developments.

8. Any Other Competent Business (AOCB)

GM requested that AOCB be provided prior to each meeting as a matter of course. CR commented that AOCB was specifically for the competent business arising from the meeting and for items that had arisen too recently to be added to the agenda items. It was agreed that were ever possible items to be raised would be put on the agenda via the Secretary up to a week prior to the scheduled meeting and that AOCB would be for issues and queries arising after the agenda had been set. Queries in AOCB may be put to the next agenda unless time/situation required immediate discussion.

The meeting was adjourned at 12.45pm