Regional Arts Hub
Working Group (RAHWG)
Draft Meeting Notes
The Stove Building
Dumfries
Tuesday 20th
May 2015
10.30 – 12.00
IN ATTENDANCE
Simon Davidson
Alex McQuiston
Alan Thomson
Cate Ross
Matt Baker (Chair)
Dr Belle Doyle
Graham Main
(Minutes)
APOLOGIES FROM RAHWG
Leah Black
Sid Ambrose
Anne Barclay
Sara Lockwood
TRUSTEES FROM DG UNLIMITED
Jim Tildesley
Amanda Herries
(Vice Chair)
Dr Valentina Bold
Dr Janet Brennan
Bea Last
APOLOGIES FROM DG UNLIMITED
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 simon@catstrand.com)
AOCB:
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.
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