Present: 23 members. The Presidency is currently vacant.
As Vice President and Secretary, Julie Atkinson noted that there was no current President to chair the meeting, but that as Council were responsible for the running of the Society she suggested that a member of Council be elected as chair. She asked Kevin Devine if he would be willing and he agreed as long as the meeting stuck to the agenda.
She then asked the members present to vote if they were in favour of Kevin Devine acting as Chair. 10 voted in favour. She asked for votes against and there were none. Therefore Kevin Devine was elected as Chair of the meeting.
The chair read out the proposal for the change to the Society’s Constitution which had been the reason for this Special General Meeting:
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To add at Rule para 6 after iv: "v. When the Council is unable to have a quorate meeting under very exceptional circumstances due to vacant posts or long term illness, then a Special General Meeting shall have the power to elect members to the vacant posts for the period up to the AGM." To add under Bye Law 4 a new para: "Under the special circumstances of a Special General Meeting called for the purposes of Rule 6v, these notice periods shall be three weeks and 10 days before the Special General Meeting, respectively." |
(Post Meeting Note: The Proposal was made by Julie Atkinson, John Tennant, Jim Brightwell, Kevin Devine, and David Brandt and received by 3 May 2024.)
Julie Atkinson volunteered to give the supporting remarks, and said that:
There had been a number of resignations from Council. This itself indicated a problem with the running of the Society. It also left the remaining Council unable to have quorate meetings.
The Council as trustees of a charity nevertheless have duties and regulations we must comply with.
One is to present accounts to the membership and report on them to the Charity Commission. Due to Julia Daniels’ illness and death, we were unable to access the Astronomy Section accounts in order to complete the Society accounts for last year 2022-23 and have them checked. To get access we need to ratify John Tennant’s appointment as Astronomy Section Treasurer at a quorate meeting of Council and present the minutes to the bank as proof. We have still not achieved this and cannot while inquorate. Therefore we are late in submitting our figures to the Charity Commission for last year, and they are chasing us.
There are other things that the Council should do, such as put various policies in place to meet the latest Charity Commission requirements.
Therefore the proposal has been made to allow this meeting to elect members to Council so that it can have quorate meeting and resolve the issue.
We recognise that any member elected to Council becomes a trustee of the charity and therefore has duties to the beneficiaries, membership and the Charity Commission, and so is not a light burden. We would hope that the Charity Commission would not hold any new Council member responsible for any shortfalls of the past Council.
The consequences of not passing this proposal would be that we would not be able yet again to produce completed checked accounts to the membership at the AGM, and the Society would remain late for reporting last year’s accounts until this could be resolved by Council after the AGM.
She reminded the membership that Council would be standing down as usual at the AGM, but would not be able to make formal nominations for next year’s Council while inquorate. Members are able to make nominations for Council for election at the AGM.
David Brandt pointed out that there would be no President for the AGM and no-one to chair it. It was the duty of the Council to elect a President at the meeting before the AGM and this would not be possible. This would mean no President for the next session.
The chair read out the counter proposal:
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Given that long-term issues with the society have led to the Council being inquorate and that there is an overhanging, incomplete investigation into complaints, it is inappropriate and unnecessary to vote on a short term measure to restore the quoracy of the Council. Instead proper proposals for resolving the Society's issues should be considered by the membership at a full AGM in August. |
(Post Meeting Note: The Counter Proposal was made by Andrew Rennie, Mercedes Giron, Kevin McNulty, Simon Lang and Ann Watson and received on 5 June 2024.)
Andrew Rennie volunteered to make the supporting remarks.
He said that the proposal was a short term measure only, and that the financial reporting issue was not a strong enough reason to make it.
He felt that the overhanging problems with the existing Council could pose a risk to any new Councillor in terms of their liabilities to the Charity Commission. This had meant some people were unwilling to volunteer.
He said that the Constitution needed reform to separate the trustee roles from the Council who do the work of the charity. Work was going on to present proposals for changes to the Constitution at the AGM in line with the Charity Commission recommendations.
David Brandt pointed out that we are under a threat of sanction since we are late with the 2022-2023 annual report (and will be shortly for the 2023-2024 report). The present trustees are already in a bad position.
Andrew Rennie pointed out that there are concerns about safeguarding, and the proposal was made only to tackle the accounting part of the overall issues.
The Treasurer John Tennant pointed out that we don't know if there have been donations to the astronomy section made into the section accounts, though we suspect not. Julia Daniels had a cheque to pay in but we cannot check whether she had done it. Donations since have not been paid in. He clarified that other donations to the Society go to a different account.
The Secretary was asked whether the proposal wording about the circumstances for the SGM powers may be too specific. She responded that we did not want to have to call an SGM willy nilly. Council could co-opt a council member to fill a vacancy but if it was not quorate, they could not do that. She was asked why long term illness was raised and if that was a current issue. Julie Atkinson explained that a quorate Council meeting needed six members, and in principle there were six available. However, Doug Daniels. a Vice President and so a trustee, had a long term condition which meant he was unable to attend meetings. She clarified that Vice President is a role for life or until resignation.
Simon Lang said that some resignations were because the Council had had problems keeping up with the latest Charity Commission regulations. We were at risk of getting a sanction. If we arranged for proper training, safeguarding, code of conduct, etc. the Charity Commission could say that was OK but they could put us under "review".
The observatory is directly in touch with children and so has safeguarding obligations towards them. David Brandt said he believed the Society’s current policy was only to allow children in to meetings or the observatory with parents, and for no volunteer to be alone with a child. Simon Lang confirmed that the observatory had a stricture on no one staff member being alone with a child in the Annexe. Andrew Rennie said we may need to consider DBS checks.
Simon Lang said that he had discovered an old document in archives left by Julia Daniels which implied that Jim Brightwell may be a signatory to the Astronomy Section Accounts. Jim Brightwell said he had not known about or had forgotten this, and it must have been a very old document. Simon Lang suggested that Jim Brightwell could visit the bank to check whether he was still a signatory, and if so, then he would be able to access the accounts to get the appropriate information for the financial reports. Jim Brightwell was willing if another member would accompany him. Melvyn Rees and John Tennant volunteered.
David Brandt noted that he had visited the bank more than once with proof that he was a trustee of the Society and had been unable to extract the account information from them.
Action SGM2024/1 Jim Brightwell to visit National Westminster Bank with his ID and the Astronomy Section bank details to try to obtain access to the Section accounts for financial reporting.
Simon Lang said that the Charity Commission should be lenient in the case of the death of a treasurer and allow the Society some leeway to sort out the accounts. It was suggested that the Secretary contact the Charity Commission to explain the current situation and the way ahead, by email to ensure there is a record.
Action SGM2024/2 The Secretary to contact the Charity Commission by email to explain the delay in reporting the Society’s accounts.
The Council can carry on with meetings and administration, just not make decisions.
Kevin Devine indicated that if he was able to attend the AGM he would be willing to chair it.
The date for the AGM has not been confirmed.
Julie Atkinson suggested that if the Constitution was to be revised, then perhaps the President should be elected by members at an AGM. It had been mooted in the past. David Brandt said that subject to a check of the HSS constitution, leaving a President unappointed would be against the present HSS constitution. Also, there was nothing in the original proposal that would prevent the members at the AGM from deciding to consider a process to change the constitution going forward, and of course appointing new Council members meanwhile.
Judy Hallgarten asked whether the minutes would name those present. The Secretary said she had intended to follow the previous AGM practice of minuting the total number of those present. John Tennant suggested that for the AGM we should put out the sign-in book as for our normal talks.
The chair asked the meeting to vote on either the proposal or the counter proposal, and counted 6 for the proposal and 14 for the counter proposal. Therefore the counter proposal was adopted.
Since the proposal had not been adopted, this election of extra councillors was not possible.
Simon Lang felt that the level of lectures may be too high for some members or the general public. How many come once and are put off? There was some discussion on the need for feedback at the talks. Kevin Devine said that the Royal Institution always asked for feedback and had gave out forms for it. Simon Lang said that there was generally instant feedback at the observatory.
Simon Lang suggested the Society should do more to reach out to the general public to interest them in science. Martin Williams commented that years ago we had worked with a couple of local schools to deliver their Science Week programmes. He also said that the Richmond Scientific Society do outreach. We should consider it.
Martin Williams suggested that it would be good to see the different parts of the society acting more as one. He noted that not many astronomy section members had come to astronomy talks for instance. David Brandt said that he would like to see the two sections operating together. Andrew Rennie said that things would be easier if they were together. It would be complex from a charity point of view to divide them.
Martin Williams asked if the Society should remain a charity. Andrew Rennie said that it would be hard to dissolve the charity and to move the charity’s assets. He wondered if there was a way to limit the liabilities as well as satisfy the Charity Commission.
As no other business was raised, the chair closed the meeting.
Julie Atkinson, Hon. Secretary, 0118 977 5192
Last updated 27–Aug–2024