Circle Dance Network - Preparing for and running the AGM

Background

The company’s AGM has two purposes – formal and informal.

Formal

The AGM is part of the requirements of operating a company limited by guarantee and information from it has to be sent to Companies House. There is a set agenda for the formal meeting. All members must be invited to attend and given the agenda for the meeting well in advance of its taking place. The Memorandum and Articles of Association for the company set out the notice that must be given and the standard agenda items. Only members may vote at the AGM. It was decided when the company was being set up to restrict the members so that the same group of people were the directors (Guardian Angels) and the members. This avoids having to spend scarce resources on giving notice of the AGM to a large number of people. It is also the reason why the Easter Gathering – an existing event – was chosen as the time for the AGM.

Informal

Because it is held during the Easter Gathering, the AGM gives an opportunity:

to tell some people from the wider circle dance network about the work and finances of the company
to discuss future developments that the Guardian Angels are considering;
to seek ideas from the wider network about improving existing services and developing new ones;
to interest people in the work so they may consider offering to serve as Guardian Angels.

These two purposes can sit uneasily together. It is difficult to deal with the formal business when half the people attending cannot be actively involved because they are not Guardian Angels. The suggestion that follows could make matters clearer and also more comfortable.

Suggested format for the AGM

It is always possible to hold the AGM in two sessions. The first session would be for the Guardian Angels and would deal with all the formal business. It could still be open to everyone at the Easter Gathering but it would need to be made clear that people other than Guardian Angels would be there as observers, not participants. Only Guardian Angels could make proposals or vote on any matters before the meeting. The usual practice of writing open minutes agreed at the time should be followed.

Later in these notes there is an explanation of the preparation required for the formal part of the agenda and suggested people to undertake the various jobs to ensure a smooth-running AGM. Once adopted by the members/directors/Guardian Angels, the Annual Report and the accounts could be posted on the website for anyone who would like to see the formal documents.

The second session could be used to make a report to the wider network of the work and finances of the company and to celebrate the achievements of the company and the contributions of individuals to the work. This could take a variety of forms – the reading of the full Annual Report, short contributions from all those offering services or a specially prepared summary with the highlights of the year. It could be a forum for discussing present and future activities of the company. It would be open to all and everyone could contribute their ideas and help to shape the future. Any suggestions would not be binding on the Guardian Angels, as they alone have the responsibility for the running of the company, but would warrant their serious attention. Formal minutes would not be required but clearly a notetaker should make sure that all suggestions, ideas and the main points in the discussion are recorded so that the Guardian Angels would be able to consider them at their next meeting. The Grapevine could refer people to the website for the formal documents, and report more fully on the second part of the AGM, inviting readers to take part in the discussions of the way forward for the company in service of the Network.

Preparation

Item Person responsible

Preparation of the accounts for Treasurer

the financial year ending 31/12

Independent examination of the accounts Facililitator should check that this is in hand and

that the accounts will be ready for distribution

when Guardian Angels arrive for the Easter

Gathering

Preparation of the Annual Report for the Company Secretary writes this, co-ordinating and

year ending 31/12 collating the information about all the work:

Everyone offering a service should give details in

writing of the year's work to the Company Secretary

for inclusion in the report: insurance scheme,

Grapevine, Easter Gathering, promotion and

publicity

Facilitator should check that this is in hand and

that the draft report will be ready for distribution

with the Annual Accounts on the Thursday/Friday

of the Easter Gathering

Preparation of the agenda Facilitator for the meeting in consultation with

the Company Secretary

There are standard items (see section on the

Agenda) but there may be items that individual

Guardian Angels want to raise. All Guardian

Angels should be aware of their right to do this

and of the timetable for producing the agenda

for the AGM

Notice of the AGM sent out to all members

(Guardian Angels), together with the minutes

of the previous AGM and the agenda

The agenda for the formal part of the AGM

Welcome and apologies. Welcome includes everyone. Apologies would only be from members.

Minutes from the AGM for the previous year. These will have been agreed at the end of the AGM

– open minutes – and so no amendments should be made and there is no need to adopt them as a

correct record at this point. However, it would be good practice to circulate the minutes with the

agenda so that everyone can refresh their memory and to explain why the minutes do not need to be

agreed formally during this meeting. Not everyone will be familiar with the practice of taking open

minutes.

Matters arising. Any matter that needed following up from the last AGM and that does not appear on

the agenda for the AGM should be dealt with at this point. It is unlikely that there will be many such

matters.

Annual Report. This should be in writing and should have been circulated to members before the

AGM so that all members can read it and check it, as Guardian Angels collectively have responsibility

to ensure the accuracy of the report. Members should propose and second the adoption of the report.

Once it is agreed, it should be signed by the facilitator on behalf of all the directors (Guardian Angels)

and dated.

Annual Accounts. These should be circulated before the AGM to give members (Guardian Angels) a

chance to read and check them. It is helpful to have the figures and a narrative that highlights trends and any items good or bad to which the Guardian Angels will need to pay attention. The accountant will advise on the drawing up of the accounts in the style and format required by Companies House.

The Treasurer should be prepared to explain any item in the accounts in response to questions by the members. Again, members should propose and second the acceptance of the accounts. If agreed, the accounts should be signed on behalf of the members by the facilitator or the Company Secretary. These must then be sent to Companies House and it would be good practice to make them available to people in the Network on the website or through Grapevine.

Appointment of an independent examiner or auditor. You do not need to have a new examiner or

auditor every year so some years all that will be required is confirmation of the name and address of

the examiner or auditor. A new appointment should be proposed, seconded and agreed by members.

The name and address of the appointed person should be recorded in the minutes.

Budget for the next year. This is an optional item as it would be good practice to agree the budget

for the year at the Guardian Angels’ meeting prior to the beginning of the financial year on 1 January. Companies House takes no interest in this.

Appointment of new Guardian Angels. This too is an optional item for the AGM. Since new

appointments can be made at any Guardian Angels’ meeting, there may not be any appointments to

make at the time of the AGM.

You can have Any Other Business on the agenda. Items raised under AOB should be for discussion

only and not for decision as members will not have had notice of them in advance as required in the

Articles of Association.

Judith Thompson

June 2006