Minute of Directors’ Meeting
Thursday 11th February 2021 – 7.00pm conducted via ZOOM

Present: Maureen, Mel, Sue, James, Mizzy, Lorraine and Chris.

In Attendance: Senga, Iain Wilson.

Apologies: Robert.

Adoption of minutes of the previous meetings held on 28th January 2021. Proposed by Mel and seconded by Lorraine.

Matters arising: Matters arising from the minute of 28th January will be discussed at the next directors’ meeting on 25th February 2021.

Application for Charity Status: Maureen introduced Iain who spoke about the response received from OSCR (distributed prior to the meeting).

The intention is to create a trading subsidiary for the hydro and the café as OSCR considers these activities to be non-primary purpose trading. However, this is not a problem as it will provide an income to support charitable activities. Most charities have trading arms. If the Trust continues as a charity with no trading subsidiary then it runs the risk of being taxed. Maureen asked if everyone agreed with the proposal of a single trading arm this was agreed unanimously. Iain agreed to continue with the application to OSCR.

Sue questioned the hydro being described as a non-primary purpose but this was because the electricity generated was being sold to the National Grid instead of the community getting cheaper electricity. Lorraine said as the trading arm would give money straight back to the Trust it would not be subject to Corporation Tax. James confirmed that the trading arm was necessary.
Sue raised the issue of having one trading arm and what would happen if one company failed. James responded that this particular problem existed no matter what future arrangement was made. Iain confirmed that arrangements could be made so that different activities are ring-fenced. Maureen added that information from the DTAS was that some development trusts manage one trading arm to cover all activities, while others manage multiple trading arms.
Sue asked if Buccleuch should be consulted about the proposal and Chris asked how long this was likely to take as the submission to OSCR was expected by 24th February. Sue was not able to give an answer but Maureen said it was not a new legal framework, i.e. the Trust still owns the Hydro and Iain thought there was no issue as we were just responding to the OSCR.

Iain said that the trading subsidiary does not make the Trust’s work more onerous. There would need to be directors specifically appointed to the trading subsidiary but these directors would only be involved in the that activity, meeting quarterly to look at accounts but not becoming involved in the Trust’s affairs. Mel asked if there was an issue in setting up a trading subsidiary with the new name – there was not, and Sue asked how to ring fence money separately for the two operations. Ian said there was a requirement to show how the money from the hydro was provided to the Trust. James added that if the cafe made a loss then that would need to be addressed by the Trust anyway. Lorraine suggested a contingency plan in case of loss.

Maintenance: a response was received from Dumfries and Galloway Council with respect to the core path from Penpont to Keir. The Council may commit to one strim per year. The Council may adopt parts of the Active Travel Path and therefore will take on the maintenance.
Mizzy asked about how Kirkconnel and Kelloholm manage their maintenance operation and whether it would be worth joining with them. Maureen replied that it was worth investigating. She added that light of this new information from the Council less of a resource would be needed.
Mizzy mentioned grass cutting and the problem of people dumping garden waste. This could be turned into green waste if it was possible to provide a proper area for disposal. Sue suggested that an area within the hydro ground was a possibility .

The Affordable Housing Allocation Assessment Criteria paper (previously circulated for information) will go to the Affordable Housing Group for comment.

Date of next meeting: Thursday 25th February 2021 at 7.00pm via ZOOM.

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