Minute of Directors’ Meeting: 26th November 2020

Present: Maureen, Mel, Robert, Sue, Mizzy, Lorraine, Chris
In attendance: Senga
Apologies: None received.
Adoption of minutes of the previous meeting held on 29th October 2020: proposed by Mizzy, seconded by Sue.
Matters arising: The Activity Group remit has been circulated. There has been no decision received on charity status and it is not expected until the new year.
Financial Report: Cashflows to October 2020: No questions were raised. Chris commented that the final claim to LEADER for the final 10% had been made on 16th November but no response had been received to date.
Communication with the JCBF: Chris explained that the paper circulated to directors was written from the JCBF constitution so was an accurate description of their responsibilities with respect to the Trust. The questions concerning the Hydro application had been received. The JCBF were not concerned about the application and the questions concerned financial matters. These had been answered by Maureen and Sue. Chris is waiting for a date for a meeting between the JCBF and KPT representatives to discuss the hydro income.
Draft Review Process: The process had been discussed by the working group and Lorraine had prepared the resulting document that had been circulated prior to the meeting. Robert questioned why the relocation of the Trust office was not featured. Maureen responded that it was included in the aims and objectives of the review but Robert felt that it was more urgent and that the cost of running the office when it was actually closed because of the pandemic was unsustainable. There was some response that it had been occasionally used (in line with Covid regulations) and that office furniture – tables, chairs, desk, photocopier, etc. could not easily be located elsewhere. It was felt that the café was too small to accommodate an office and facilities in village halls lacked internet connections.
Sue raised the issue of having an independent review, possibly involving the JCBF. All agreed a review was necessary although some felt that the independent review should involve someone from outwith the Trust area.
It was agreed to hold a special meeting to discuss the issue of the office location in more detail, with Maureen and Robert drawing up a ‘pros and cons’ document in advance of the meeting. The date and time of the meeting was agreed as Thursday 10th December 2020 at 7.00pm via ZOOM.
Membership Report: Two new members have joined since the last meeting, making a total membership of 144.
Affordable Housing: Mel gave an update and all agreed to continue with the next steps. A discussion took place about the desirability of having a project in each of the three areas although this would depend on the availability of suitable land. Mizzy suggested early contact with Jamie Little in D&G Council.
Tracks and Trails: Robert expressed concern about the total cost of the Active Travel Path and how the money was going to be raised. At a total cost of £1.5m, Maureen stated that Sustrans had funded the consultation and feasibility study to 100% and had already agreed to fund 70% of the construction costs. The Council had been very supportive of the project and was expected to be involved in the construction process.
Maureen and Trust member Iain Wilson met with Sustrans representatives yesterday (25th November) who were very supportive and raised no concerns. The Scottish Land Fund has agreed to fund the land purchase that will allow the project to proceed. Sue asked if funding had been identified for the remaining 30% of the construction costs. Maureen had identified the National Lottery and Swestrans as possible funders and Mizzy said that other funders such as the Regeneration Capital Grant Fund from the Scottish Government and South of Scotland Enterprise were ready to support such projects.
Legal fees should not be an issue and Maureen has contacted the solicitor who worked on Moat Brae for advice. The VAT issue has yet to be resolved and Maureen has sought expert advice on this issue for Sustrans. The cost of advice in the form of a letter has cost £500 and the Covid contingency will be used to pay for it.
Maintenance of the path has yet to be decided and will be discussed at a future Directors’ meeting.
The placement of the benches on the Keir to Tynron path has been identified and it is hoped to have them in place soon.
Community Café: Papers had been distributed before the meeting including a business plan, equipment list and draft first year cash flow. The Group asked for funding for the tables, to be made by Philip Wilson, at a cost of £600+ to come from the Covid Grant and for an application to be made to the JCBF for start-up costs.
Robert asked if application had been made to the ANCBC for funding but Maureen replied that the Trust already had received its quota and would not be able to apply again for two years.
Maureen stated that there was £2004 left in the Covid grant. Both requests were agreed.
Broadband: Favourable responses have now been received from the three village hall representatives. Chris will organise meetings with them to discuss the installation and contact possible providers for quotes.
Community Hydro: Sue gave an update on the hydro scheme. The scheme has generated 27MWh (27,000units) of electricity so far, thanks to the nearly continuous rainfall since the hydro has been in operation. Work on the interpretation boards is continuing. Sue thanked all those who have helped with the planting and for the donations of plants for the site. The problem with the remote control of the scheme has been addressed satisfactorily. 
Ongoing work includes establishing how much is left over from the SPEN – GEF grant. Gavin is working on metering and getting final Ofgem accreditation. The noise generated by air in the pipe does not seem to be problematic. The group are awaiting a quote from Buccleuch for the fence at Intake A but do not know whether GEF will consider this to be allowable expenditure. They are also awaiting an insurance quote from NFU Mutual and are waiting for the Planning department to visit the turbine house site and say what they want, if anything, in the way of demarcation at road edge.  The completion notice has appeared on the Planning website. The responsibility for the overall management of the scheme has yet to be decided. However, there had been some interest in voluntary maintenance work.

Setting up of trading companies: The DTAS and the Trust’s accountant had advised forming separate companies for the hydro and café. The DTAS document ‘Model Memorandum and Articles of Association’ were distributed prior to the meeting. The reasons for this being that the demise of one would not affect the other and there were VAT issues with one and not the other. When it becomes a charity the Trust would become the single shareholder of the companies where all profit is transferred to the charity.
Robert questioned the need for separate companies and thought it much simpler and more cost effective to keep the two ventures together with one bank account, one accountant fee, etc.
It was decided that Maureen and Robert would meet to draw up a document for discussion with the Trust’s accountant.

Additional directors: Possible additions to the directorate were discussed but it was decided to wait until the meeting with the JCBF in case they wished to merge with the Trust.

AOCB: A volunteer application form had been produced and it was suggested that it should be completed by all existing directors and all members who continue to volunteer in the various groups. This was agreed.
Mel informed the meeting that the website designer had asked for photographs of directors to be sent to her. They should be a head and shoulders photo on a white background. Lorraine thought the format seemed too formal but it was eventually decided to go with the request. Mel also asked directors if they had any objection to a ‘spotlight on directors’ article in the newsletter. No objections were raised and Mel will draw up a questionnaire.
Maureen reported that there has been no indication of the Kickstart scheme application for two work placements as yet.

Date of next meeting: Thursday 10th December 2020: Single Item only: Possible relocation of office.
Date of next full meeting: Thursday 28th January 2021.

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