Legal Aspects SubGroup (Roger Dixon-Spain, Jeremy Gilchrist, Bob Hay, Teenie Wilson)
Draft record of a First Meeting on 3 September 2007 (Sub-group members to let Bob Hay know about errors and omissions, please)
Advice from the Community Development Association Scotland (CDAS) is that the most appropriate structure would be a Company Limited by Guarantee with Charitable Status. Bob Hay agreed to explore the alternative structure: Scottish Charitable Incorporated Organisation (SCIO), which may be launched in the near future, once the necessary legislation is passed.
The Company would be an enabling body, with associated activities performed by Subsidiary Companies (e.g. energy generation) and other non-commercial bodies (e.g. for social development). It was agreed that the Lismore Working Party needs to have a clear understanding of the financial constraints of charitable status. Teenie Wilson agreed to produce a preliminary chart to illustrate possible financial transactions between the proposed company and its subsidiaries (Done and circulated, 4/9/07).
After discussion with Mandie Currie, it was agreed that Bob Hay would apply, on behalf of the Working Party, for Associate Membership of CDAS, which is free to working parties for a year (Application posted 5/9/07).
(The discussion of these aspects built on the work already done at the Communications sub-group meeting, attended by Teenie Wilson)
It was agreed to recommend that (full) Membership of the Trust should be based on permanent residence on the island but that individuals would need to apply and agree to be responsible for a guarantee of £1 each. Because of this commitment, there would be a need for a regularly-updated Register of Members. Thought needs to be given to the involvement of the younger inhabitants of the island, possibly by creating Junior Membership (up to 16?).
There was general agreement that temporary residents and outsiders with an interest in the island could be Associate Members with the right to attend meetings and receive minutes etc, but they would not have voting rights.
It is possible that there would need to be Employee Membership.
Although there is a widespread wish to ensure that the entire membership is involved in all decisions, it has been recognised by the Communications Sub-Group that there would need to be a smaller Board to deal with routine decisions. (A Decision Process flowchart from the Communications Sub-Group was tabled by Teenie Wilson).
It was agreed to recommend that the Board membership should not exceed 9, with 3 members retiring each year, and a limit of 2 consecutive terms before any individual would need to take a break of a year. Appointments to the Board would be approved by the full membership.
Roles of the Board, in addition to routine management, would include: strategic planning; implementing policy including the encouragement of initiatives; channelling money between activities; interacting with the “outside world”. There would be clear job descriptions for the Chairman and Board, including their legal responsibilities, and the degree of independence of Subsidiary Companies.
It was agreed that, at least in the early months of the Trust, the Board might meet each month, in public. However, there would need to be provision for private meetings where the business was confidential and sensitive (for example, in relation to employees).
3. Memorandum and Articles of Association
It was agreed that the Lismore Trust should not use “off-the-shelf “ documents but take the time to tailor their contents to meet the aspirations of the island. Work on these should begin as soon as possible after the next working party meeting, drawing ideas from a range of Trusts.
This record is circulated to Mandie Currie and Yorick Paine to help communication of ideas before the next full working party meeting on 24 September 2007.