SGM/AGM minutes and adopted constitution

Special General Meeting

28^th October 2020

This was a virtual meeting to which all supporters of BRACE were invited

The meeting commenced at 7.00pm

Participating: Alison Alexander,  Diana Allen,  Lorna Brown,  Amanda Dady,  John Dady,  Sue Dolman,  Dux Duckers, Sally Duckers, Kay Goddard,  Colin Hargis,  Steve Heys,  Jacqui Langstone,  Darren Mayor,  Shan Mayor,  Lesley Sweet , Anja Torikka, Ruth Weston

Apologies: Jane Carrington, Jeni Trythall

1. In welcoming those participating in this special meeting Diana explained that a group of supporters had, with some guidance from PAVO, drafted a constitution which should allow BRACE to move forward in an organised and co-ordinated way. A draft of the constitution had been placed on the BRACE website and comments or observations invited.  No comments had been received and the meeting was therefore invited to agree its formal adoption.

• The constitution was formally adopted.

• An additional clause was added to the original draft (see 5b Finance below) and a copy of the constitution, as amended, will be placed on the BRACE website. 

Inaugural Annual General Meeting

• In accordance with the new constitution the following were elected to form a Steering Committee:

Chairperson:  Diana Allen

Secretary:       John Dady

Treasurer:       Steve Heys

Members:       Alison Alexander, Sue Dolman, Kay Goddard, Shan Mayor,  Lesley Sweet, Anja Torikka

• Discussion took place about the legal status of BRACE.

1. Membership.   We have over 200 followers of our Website (www.brace.cymru), our Facebook Page or our WhatsApp Group.   And, because there could be significant benefit in being able to confirm to potential grant or funding providers the level of support there is in what we do, we will be inviting our supporters to become members of BRACE.

  There will be no fee for membership and we will maintain a list of contact details and areas of interest under GDPR rules of privacy and confidentiality.  Members will be encouraged to participate in both our activities and our decision making.  There could also be a list of supporters who wish only to be kept advised and informed of events, activities and other matters of interest. 

• Finance.  BRACE will be making banking arrangements in its own name and will look to engage with an ethical provider.  Administration of funds is likely to include managing a few sub-accounts earmarked for specific project areas.

   The question was raised of how general funds, or unspecified donations, are to be allocated between possibly competing projects.  After discussion it was decided to include a clause requiring the decision-making process to involve consultation with members.  Item 1 of the Finance section of the constitution has been rewritten accordingly.

• Insurance. The Community Garden group has been exploring the need for insurance cover for work on their project.  BRACE will now seek to arrange a suitable and appropriate policy, with an ethical provider, to cover for all its activities and responsibilities .  At this stage it is likely to cover only public liability, but further advice will be sought from PAVO and others.

• Charitable Status. Investigation into banking and insurance has highlighted the advantage of BRACE being recognised as a charity.  There are 4 main types of charitable organisation and due to our size, fairly informal structure and limited financial resources, the most appropriate charitable status appears to be that of  “Unincorporated Association, with wider membership”. This charity structure is not required to register with the Charities Commission until funding exceeds £5,000 per annum but can register with HMRC to take advantage of tax relief and rate rebates if applicable, (there is no requirement to change the charity type if funding exceeds £5,000).  

   If in the future funding does increases significantly and BRACE’s activities develop along more commercial lines it may be appropriate to dissolve the Unincorporated Association and register as a more corporate style of charity e.g. Charitable Incorporated Organisation (CIO). This establishes a charity as a separate legal entity and as such may limit the liability of its members and allow it to employ staff and to hold assets in the charity’s name. There are however more formal operating and reporting requirements for a corporate charity type.   

   We will be making further enquiries and taking advice from PAVO and others on these matters.

• Any Other Business

1. Dux offered that a large wooden dome, at present in storage at the Workhouse, could be passed on to BRACE for use by our community.  The structure is currently dismantled but when erected  has a diameter of about 30 feet and could be adapted for a variety of purposes. As siting it in Cae Bodbach as a shelter or education space was suggested, Diana will discuss with Jane Carrington when and whether this can be discussed within the Cae Bodfach Stakeholders Group.  
2. Sue gave an update of the Community Garden project and ideas for a winter programme – and the need for some shelter for volunteers.  Kay confirmed that an application has been made for some grant funding from Llanfyllin Council for the Community Garden project.
3. Although the Repair Café project is curtailed by Covid 19 restrictions, Sally suggested creating a “Resource Library” of lendable equipment, for example a sewing machine or tools , which could be available for members to borrow. Darren said that the Cross Keys had a range of tools and equipment which he would be happy to lend to members on request.  Anja was invited to coordinate.
4. Jacqui invited interest in seeking a woodland grant if a suitable location could be found.  A piece of land was identified, and Jacqui will investigate further.

There being no other business the meeting closed at 7.45pm