Changes to Articles of Association

At a directors meeting on 29.9.13, we discussed the problem of  members not being able to take paid employment with the SCA, this being particularly relevant to the road job. We agreed to suggest the following changes to the Articles of Association:

4. Employees of the company shall not be eligible for membership; a person who becomes an employee of the company after admission to membership shall automatically cease to be a member.

Proposed: delete this entirely

 

And to the Memorandum of Association:

4b. No part of the income or property of the company shall be paid or transferred (directly or indirectly) to the members of the company, whether by way of dividend, bonus or otherwise.

Proposed: change wording of this to clarify that payment of eg Highland Council money for road work can be channelled through the SCA.

4c. No director of the company shall be appointed as a paid employee of the company: no director shall hold any office under the company for which a salary or fee is payable

4d. No benefit (whether in money or in kind) shall be given by the company to any director except in (i)repayment of out-of-pocket expense or (ii)reasonable payment in return for particular services (not being of a management nature) actually rendered to the company

Proposed: retain these clauses. (Directors of the SCA will continue not to be able to do road job or any similar for payment.)

We will need to call an Extraordinary General Meeting and hold a vote on whether or not to make these changes. The resolution will only be passed if 75% of the votes are in favour, and there can’t be any postal or proxy votes, so we hope you’ll come along.

We propose to hold this meeting on Sunday 8th December

There will be a reminder sent out nearer the time

 

Cheers,  Cathy (Secretary to SCA)

Minutes of a Directors Meeting held on 29.9.13

Scoraig Community Association

Minutes of a Directors Meeting held on 29.9.13

Present: Laurence, Cathy, Ewan, Estha, Bill, Chris Latham

1.Articles of Association

It was agreed to recommend for amendment the sections of the Articles of Association and Memorandum of Association for the SCA covering the issue of members being employed, to allow members but not directors to take employment such as the road job. Any such amendment or deletion must win  75% of the vote of members present at an Extraordinary General Meeting.

A note will be sent to all Scoraig residents outlining the proposed amendments and notifying them of an EGM on December 8th

 

2. Membership

It was noted that membership of the SCA is less formal than required under the Articles of Association, which require a signed application and a register of members. Members will be requested to sign a short form at the next meeting.

 

3. Minutes of Previous Meeting

Minutes of AGM were approved

Matters arising:

Gas: Laide Post Office have put a gas cylinder cage at the pier and provide free regulators for people switching to Calor. To order gas, phone the post office, who will authorise Bill to deliver

Post Office: This will open at the Badcaul clinic a couple of days a week, details to come.

 

4. Road JoB

Bill read out a breakdown of figures may 2012-Sept 2013:

 

Labour……..

Vehicle         £1231.22

Personnel     £3186.47

subtotal    £4417.69

Materials…..Chippings     £242

Bags (filled)  £666.65

subtotal   £908.65

Total   £5326.25

There followed a discussion on how to spend the present budget, and whether to prioritise the section below Lotts. Agreed that a budget of £1000 for chippings should be allocated for along Lotts, and £1200 for bags of pebbles along Carnoch/Ruigh’riabhach, and that by February if one budget had been used up but not the other, money could be transferred. A day was set for a volunteer day of October 5th. Ewan will experiment with doing stone slab run-offs with Andy Cox.

 

5. Next Meeting:  Extraordinary General Meeting on Sunday 8th December

Cathy