Draft Minutes of 2005 Annual General Meeting

PRESENT

Trustees

Philip Dixon Phillips, - Chair
Phillip Newhouse - past Company Secretary
John Phelps - past Chair
Robin Hanau - co-opted by committee during August

Other officers

Tony Heyes - Company Secretary and acting Treasurer; past Chair

Members represented in person by the above

Canterbury and Faversham Forum for Mental Health
The Forum for User Representation in Thanet
O'Hara Charitable Trust
Building Bridges
North Westminster Forum

Apologies from members unable to attend

Redbridge MH user Group (REMHUG)
Life Craft
Headlight
Northern Initiative on Women and Eating
Dartford and Gravesham Advocacy Network
Merseyside Fellowship of Depressives Anonymous
Distress Awareness Training Agency

BUSINESS

1 - The Chair, Philip Dixon-Phillips welcomed those present and began by asking the Company Secretary to state the position on quoracy.

2. Tony Heyes read out the relevant provision (Article 12) from the governing documents. The quorum was the larger of three and one tenth of the voting membership. The only available official list (dated 2003) of voting members recorded 150 voting and 97 non voting members and on that basis we were certainly inquorate. However this list was known to overstate the membership. All members had been notified, in the September announcement of the AGM, of the Committee's decision (under Articles 5 and 67(i)) to reduce voting membership to those organisations who had been in contact with us during the past 12 months. No-one had exercised their right to appeal against this. Since less than 20 had as yet confirmed their membership, this AGM could legally be said to be quorate.

3. During the 30 minutes prescribed by Article 12 for members to arrive it was agreed unanimously by the committee (all being present) that more time should be given to members to express their intentions. After this time no further members had arrived and the meeting was declared inquorate. Under Article 12 the AGM must adjourn and reconvene one week later when any resoutions then agreed would stand. regardless of quorum.

4. THE CHAIR ADJOURNED THE AGM UNTIL 1PM ON 15TH OCTOBER AT THE RED LION SPALDING AS PREVIOUSLY ANNOUNCED TO MEMBERS. However it was agreed to discuss all the AGM resolutions as preparation for the reconvened meeting. The provisional decisions from this discussion reported below were confirmed (except where noted) by the AGM when it reconvened on 15th October and attended by .................... and ...........................

5. CHAIR'S REPORT

Philip Dixon Phillips described his written report (see website) as an attempt to counter criticisms that had been made about the lack of Federation activity. This criticism was partly caused by the lack until now of an economic way of communicating with members. He strongly urged members who had been themselves active to enable us to showcase these activities by letting us know the outcomes via the new Message Board. .

The report was accepted and will be distributed by email to members.

6. MINUTES OF 2004 AGM

The minutes as distributed to members recently and published on the web site last year had omitted three membersfrom the list of those represented in person. These were

Canterbury and Faversham Forum for Mental Health
the Forum for user representation in Thanet
North Westminster Forum

In item 11, the minutes had recorded a donation of £500 from the Matthew Trust. In fact this was an offer from the Matthew Trust that in the event the then Committee had not been able to take up.

These amendments were made and the Chair then signed the minutes as correct.

7. ELECTION OF TRUSTEES (Mr Newhouse and Mr Hanau)

Proxy votes accepting both the nominated trustees had been received from two organisations unable to attend in person. The 5 members represented in person all voted for both nominations. One organisation had sent in a blank proxy vote which was presumably to be in favour.

Mr Newhouse and Mr Hanau were therefore elected as trustees.

Tony Heyes observed as Company Secretary that proxy votes are not effective under the Articles though they are always given weight by those able to vote in person. He thought this had been an oversight and suggested that a proposal to alter the constitution be made. This would require both consent of a members General Meeting - not this one, as notice had not been given - and of the Charity Commission.

The members present agreed with such a motion and asked the Compay Secretary to prepare it for the next AGM.

8. THE ACCOUNTS FOR YEAR ENDING 31ST MARCH 2005

These had been emailed to 109 emailable members and the postal announcement letter sent to 150 members with only postal addresses had included the treasurer's summary and also included a reference to the copy on the web site.

The Accounts were accepted after discussion of the notes included in the statutory accounts by Tony Heyes as acting Treasurer.

(Note 3 Charitable Expenditure) - the Treasurer had only felt able to attribute the Arts event part of the 2004 AGM to funds expended on charitable activities as opposed to administration and possibly excessive entertainment. Members present agreed that the ratio of charitable expenditure to administrative expenditure was very low but noted that all five committee members and others not present had devoted their own funds to travel and telephone costs relating to representation at external meetings on behalf of members, which would count as charitable expenditure had availability of funds permitted the reimbursement of these costs. The Treasurer agreed that without this waiving of expenses the charity would not have been able to survive amd he would incorporate this sentiment in the notes when he filed the accounts, but would continue to press for much reduced entertainment expenditure.

(Note 7 - Fixed Assets) - The Treasurer noted that he had not as yet been able to trace the fixed assets but did not feel that this needed a mention in the accounts at this stage.

(Note 8 - Restricted Funds) - the 2003 donation from Miranda Sawyer had not been accounted for as restricted funds in the previous two years accounts, which the Treasurer considered to be an oversight. He had made an adjustment in these accounts which may have made them a little obscure but the effect was that the outstanding £765 of this donation is now recorded as restricted.

The Chair asked about the provision of £500 for printing carried forward from previous years. The Treasurer had been advised that this payment might now be waived, but that his information was not firm enough as yet to justify releasing the provision formally and enabling the money to be spent elsewhere. He believed that if the £500 was released it would be restricted funds since the printing had been specifically funded by a donation. This reduced our admin funds to a low level, not necessarily a bad thing!

The Treasurer's report distributed with the AGM announcement and accounts referred to a donation from Janssen Cilag. There was no need for mention of this in statutory accounts but as some members are sensitive about receiving donations from pharmaceutical companies he had thought it should be mentioned at the AGM.. It was within the guidelines agreed by the Focus Group in 1999 and adopted by the UK Federation at that time, He read out a letter from Janssen Cilag which accompanied a donation of £500 as a fee for an excellently received awareness talk Bill Craggs, then Treasurer, gave to the Janssen Cilag salesforce. This shows that we are influencing them rather than the opposite.

It was possible that the views of trustees and members on this policy matter should be revisited.

John Phelps insisted on the minutes recording the meeting's gratitude for Tony Heyes work in sorting out a substantial backlog of difficulties on the financial paperwork.

9. CONFIRMATION OF ACCEPTABILITY OF ACTIONS ON 2004 INQUORACY.

Tony Heyes reported as Company Secretary that all members with email addresses had been notified of the alleged inquoracy of the 2004 AGM and the actual inquoracy of the committee in early 2005 and probably late 2004. Although only a handful had positively replied. no one at all had objected to the actions the committee had taken and therefore he had not committed the charity to the expense of a full postal consultation. The Charity Commission had been informed and shared our opinion that although the AGM had been stated at the time as inquorate it probably was quorate. They had noted that it was within the members' powers to pass a resolution dispensing with AGMs althogether, meanwhile inquorate meetings have no real validity.. As with the discussion on pruning the membrship list earlier Tony did not wish to suggest at this time that we further disengage the membership. The Charity Commission did not appear to be planning to take any action itself.

The committee meeting (no 41) in May 2005 was quorate (as was the committee today) and had specifically endorsed all decisions taken by the inquorate meeting in April 2005.

This was an important matter since it had involved the inelegibility of three trustees and missing financial papers. Tony now asked the members to accept that this matter was now closed. in principle This was agreed unanimously.

10. ADJOURNMENT

The chair then adjourned the meeting and asked Mr Newhouse to seek endorsement of the above provisional decisions from the AGM when it reconvened on 15th October 2005.

11. RESUMPTION

The meeting was resumed at 13.00 on 15th October at the Red lion Hotel Spalding when Mr Phillip Newhouse chaired the meeting. The resolutions provisionally accepted on 8th October were passed.