The first meeting of the interim board will be on Monday 26th November at 5 pm. It was impossible to get everyone there, but we have managed to get most people at short notice and there will be an online discussion prior to the meeting.
If you are not on the Board (and if you are!) please use this blog to raise any issues.
A report of the meeting will be posted on the SED site.
steve
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Social Enterprise Durham
Minutes of the meeting of the Interim Board held on
26th November 2007, 5 pm, at the Greenhouse
Present: Cameron Gordon, Dave Smith, David Carr, Gloria Hird, Shaun Stuart, Martin Bell, Mike Leithrow, Carole Parker (observer), Sarah Louise Taylor, Mike Berriman, Paul Balmont, Richard Falconer, Steve Day, Doug Chapman.
Apologies: Steve Johnson, Julie Ward.
Chair for the meeting: Dave Smith
Incorporation: After discussion it was agreed to proceed with the formation of the new CIC limited by shares as agreed at 15th November event. It was recognised that our objects and profit distribution plan would be subject to the agreement of the CIC Regulator.
There was a discussion around the ownership structure and the clauses were tidied up. The revised Ownership section now reads:
The company is owned by social enterprises.
For the purposes of deciding eligibility, a social enterprise is defined as an organisation having one of the following legal structures:
· Community Interest Company (PLC, Private limited by shares or private limited by guarantee).
· Company limited by guarantee with social aims.
· Registered charity.
· Incorporated co-operative.
And has a ratio of at least 1:4 of earned income to grants and donations and is aiming to increase the proportion earned through trading e.g. contracts, service level agreements etc.
Plus others with social aims on a case by case basis as agreed by the Board of Directors.
The registered office will be the Greenhouse.
Roles:
Shaun Stuart will be Company Secretary.
All interim directors will act with the normal powers of company directors.
BLNE will provide legal advice.
Liability of directors will be limited to £10 each.
Extended directors liability insurance will be put in place (n.b. this will not happen until funds are available).
There was a discussion about other roles, especially the public face of SED.
It was agreed that this be the Chair.
Steve Day and Mike Berriman were nominated for the position.
It was proposed that this role be a joint one.
This was put to the vote and agreed.
There was a discussion about whether to have an executive board to make day to day decisions. It was decided to stay with the full board of 16 and make the quorum for meetings 8.
Register of Interests: Shaun will compile this. Directors are asked to send details to Shaun by 7th December.
Terms of Reference: Mike Berriman, Steve Day and Shaun Stuart to produce a draft for circulation.
Strategic Relationships: Mike and Steve to do. Register of Interests will identify opportunities as well as potential conflicts.
Delegated Responsibility and Remuneration: This was left for further discussion.
Business Plan: Shaun will host a sub group to include Mike Berriman, Steve Day, Cameron Gordon, Paul Balmont, Martin Bell, Sarah Louise Taylor. David Carr will make a BLNE advisor available.
Shaun offered the services of a member of his team on Financial Forecasting.
Company Identity: This can be developed via email (Sarah Louise leading).
Shareholder Activity and Events: It was suggested that we need to keep up the momentum for potential shareholders. This is to be developed through the Groups.
AOB There is a social enterprise event at the Hilton in Gateshead on Thursday 29th November. Mike will circulate details.
Next meeting: Monday 17th December, 5 pm. Wheatley Hill Community Centre.
Meeting closed 6.35
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