MINUTES OF THE 81 st FEDERATION GENERAL MEETING GLASGOW 6 NOVEMBER 2015

Transcription

1 SOROPTIMIST INTERNATIONAL GREAT BRITAIN AND IRELAND (SIGBI) LIMITED 2 nd Floor, Beckwith House, 1 Wellington Road North, Stockport, SK4 1AF Company Number Tel (+44) Fax (+44) hq@sigbi.org MINUTES OF THE 81 st FEDERATION GENERAL MEETING GLASGOW 6 NOVEMBER OPEN Dorothy Lee-Ogden, SIGBI Procedural Consultant, opened the 81 th Federation General Meeting (6th General Meeting of SIGBI Limited) and outlined the Rules of Conduct for the General Meeting. Karl Holland, from Savilles Audio Visual, explained how the electronic voting keypads worked and, with the participation of the Voting Delegates, tested the system. 2. WELCOME SIGBI President, Jenny Vince welcomed members to the General Meeting and introduced the Federation Management Board. 3. APOLOGIES Apologies were received from Talat Pasha, SIGBI Director Without Portfolio. 4. ADOPTION OF THE MINUTES OF THE 80th GENERAL MEETING (Circulated) The Minutes of the General Meeting held in Harrogate 2014 had been circulated and no amendments were received. Proposed by: Ann Dawson SI Stafford Seconded by: Hilary Laidler SI Ellesmere Port and District The vote to accept the SIGBI Limited 81st General Meeting Minutes 2015 was carried by 98.60% For, 0.70% Against and 0.70% Abstain. The Minutes were signed by Federation President, Jenny Vince. 5. PRESIDENTIAL ADDRESS Jenny Vince On behalf of the Board of Directors for the Federation it is my role to report to you on the organisation s activity over the past twelve months. Every Club has received a copy of the SIGBI Ltd Annual Report and the sets of accounts for SIGBI Ltd, the SIGBI Benevolent Fund, the Diamond Education Grant and the Emergency Relief Fund. Our Director of Finance, Judith Lewis, together with our Auditor, will report to you specifically on these sets of accounts. It is our responsibility as directors to lead the direction of the organisation, following a strategic plan, to support the activity of Clubs. This has been the third year of Building the Future the strategic plan on which our work is based It is important to build on international recognition of SIGBI Ltd our ECOSOC status and our application this year for UNDPI status. This not only increases our profile but also adds to our credibility as a voluntary service organisation. 1

2 It is also vital to support all parts of our Federation all 29 countries. This was certainly demonstrated by the SIGBI representation in 2015 at the UN Commission on the Status of Women not only by England, Scotland, Wales and Ireland but also Nigeria, India and Barbados. This inclusivity was also demonstrated by our organisation s reaction to natural disasters such as the Ebola outbreak in Sierra Leone, the earthquakes in Nepal and flooding in Malawi. We have sent financial help through international charities to aid populations affected by these events. Programme action work by the Clubs remains the bedrock of our activity we continue to help women and girls in so many ways. There are the educational projects such as Skirting Science and the Public Speaking Competitions, which raise girls self-esteem and self-confidence. There are the health projects providing food, water, and medical equipment. There are the projects focusing on economic empowerment and environmental sustainability. And finally the projects on conflict resolution working to highlight awareness of violence against women and human trafficking. At one seminar I attended this year, members of the local police force came up to thank Soroptimists for putting on the event and raising awareness and this happens throughout our Federation. We need to react to world situations such as the migrant refugee crisis in Europe, and to provide fact based evidence to our governments. Another new event this year was the Leadership and Development Day, voted a success judging by the positive feedback from those who attended. We need to give the membership the tools to grow and thrive and this was an excellent first step in this direction. I have been involved in the chartering of six new Clubs in our Federation during the last twelve months; these Clubs bring a new dimension to our organisation, which we must support and foster. Our Directors for Membership and for Organisational Development have continued to work on Club Growth Plans to facilitate organisational growth. Communications have been used to greater effect this year our websites, Facebook and twitter accounts have had more visits than before. It is important that communication remains outward facing. It was interesting that the use of a thunderclap for this conference reached more than 50,000 people. I strongly believe that by increasing the use of partnerships with other organisations and charities, we will not only increase our own profile but also increase the reach of our activities. In some areas our organisation is well known, but that is not always the case and if the route to greater recognition is by way of working with a specific group with experience is that not better than reinventing the wheel ourselves? To this end we must always consider succession planning and the sustainability of our organisation. The Board will continue to monitor and evaluate the way in which it operates and its financial viability. This is reflected in the resolutions laid before you today. 6. ADOPTION OF ANNUAL REPORT (Circulated) The Annual Report had been circulated prior to the General Meeting and President Jenny Vince asked if there were any questions regarding the report. None were forthcoming. Proposed by: Ann Dawson SI Stafford Seconded by: Marian Taylor SI Port of Spain A vote to adopt the Annual Report was carried with 97.92% For, 1.04% Against and 1.04% Abstain. 2

3 7. ADOPTION OF ANNUAL ACCOUNTS DIRECTOR OF FINANCE, JUDITH LEWIS AND MARIA HALLOWS, AUDITOR (Circulated) The Annual Accounts had been circulated prior to the meeting, together with an explanatory letter. Judith Lewis presented the accounts of SIGBI Limited for the year end 31 March The profit for the year was 26,410, compared with a profit of 54,517 last year. Income was above that of the previous year. Membership fees continued to reduce during by 9,000; however, a very generous legacy of 20,000 was received. The valuation of SIGBI s investments showed an unrealised gain of 51,000. The investments managed for by Seven Investment Management continue to provide an excellent return. Directors and staff continue to make careful use of resources and are always cost conscious and looking for ways to minimise or even cut costs, such as leasing a new photocopier with reduced lease and on-going charges. Directors adhere to budgets set and curtail expenditure whenever possible. The sizeable increase in Management and Administration costs was mainly due to 18,000 held on account by Affilius Consultancy Services, for the creation of the Growth Plan for both Federation and Clubs. To date 9,000 of this has been spent, funded from Reserves. The substantial increase in postage was due to the two large Club mailings in respect of Associate Membership. The Balance Sheet showed an increase in fixed assets, which is the new Membership Database designed and developed by Wildfire Limited. At the January 2015 Board meeting it was agreed to invest an additional 150,000 from the bank account into investments. Approximately half were invested before 31 March 2015, with the balance being invested after 31 March This was in accordance with the advice of Seven Investment Management. There is the corresponding reduction in the bank balance. The reserves at the end of the year amounted to 1, A number of queries were received on 5 November 2015 and would be answered after the General Meeting. Judith Lewis introduced Maria Hallows, the Federation s Auditor to join her on stage. Questions were received from Patricia Carruthers, SI Perth, in relation to Gift Aid for the Benevolent Fund, Debtors and SISA profit, of all which were answered by the Director of Finance. A further question regarding account funding will be answered outside of the General Meeting. Proposed by: Louise Garland-Thomas SI Providenciales Seconded by: Margaret Sandercock SI Southend on Sea and District A vote to adopt the Annual Accounts was carried with 97.20% For, 0.70% Against and 2.10% Abstain. 8. ADOPTION OF AUDITORS DIRECTOR OF FINANCE, JUDITH LEWIS Proposed by: Pauline Stewart SI Bedford Seconded by: Hilary Laidler SI Ellesmere Port and District A vote to adopt Beever and Struthers as the Federation Auditors was carried with 98.97% For, 0% Against and 1.03% Abstain. 3

4 9. ADOPTION OF THE RULES OF CONDUCT OF THE GENERAL MEETING Proposed by: Trefenna Mitchell SI Southampton and District Seconded by: Michelle Cave SI Jamestown A vote to adopt the Rules of Conduct of the General Meeting was carried with a 96.25% For, 2.05% Against and 1.70% Abstain. 10. RESOLUTIONS Resolution 1 Soroptimist international Great Britain and Ireland (SIGBI) Limited in Conference, moves that: The SIGBI Articles dated 31 March 2015 be adopted with immediate effect. This Resolution was originally submitted to the General Meeting in Harrogate % of Clubs voted in favour, with 28.68% against and 1.47% abstaining. Whilst the Resolution did not meet the required 75%, the vote clearly illustrated that the majority of members are in favour of the introduction of Associate Membership. The Board has listened to the concerns raised by members during the General Meeting, and as a result has produced the following documents to support Associate Members and provide internal controls for their actions as SIGBI members: 1. Terms and Conditions of Associate Membership (including termination of membership). 2. Code of Conduct 3. Induction Pack 4. Programme and Fundraising 5. Frequently Asked Questions In addition, the Board has confirmed that Clubs, Regions, National Associations and Networks will be given details of the Associate Members in their areas. SIGBI must maximise its attractiveness to today s women. One way to do this is to offer a range of membership options. We have only just over 8,300 members and are losing 4.4% of members each year. If this rate of decline continues without any positive action being taken, we will not be a viable organisation by the time of the 100 th anniversary of Soroptimist International, which is only 7 years away. We must act now to secure the Federation s future. Although the majority of changes to the SIGBI Articles are related to the introduction of Associate Membership, other changes have been made to tidy up grammatical and formatting anomalies and, in the case of the Objects, amended to be in line with the Objects of SI (amended in August 2013). If this resolution is carried, SIGBI Associates will be introduced in May Proposed by: Ann Hodgson SIGBI Director of Organisational Development Seconded by: Dorothy Lee-Ogden SIGBI Procedural Consultant Resolution 1 was carried with 77.16% For, 21.80% Against and 1.04% Abstain. 4

5 Resolution 2 The SIGBI Byelaws dated 31 March 2015 be adopted with immediate effect. As per Resolution 1, the SIGBI Byelaws have been amended and updated to include Associate Members and for clarification purposes. Proposed by: Ann Hodgson SIGBI Director of Organisational Development Seconded by: Dorothy Lee-Ogden SIGBI Procedural Consultant Resolution 2 was carried with 89.08% For, 4.78% Against and 6.14% Abstain. Resolution 3 Soroptimist International Great Britain and Ireland (SIGBI) Limited, in Conference, moves that: The SIGBI Regional/National Association/Network Constitution dated 31 March 2015 be adopted with immediate effect. As per Resolution 1, the SIGBI Region/National Association/Network Constitution has been amended and updated to include Associate Members and for clarification purposes. Proposed by: Ann Hodgson SIGBI Director of Organisational Development Seconded by: Dorothy Lee-Ogden SIGBI Procedural Consultant Resolution 3 was carried with 89.38% For, 5.14% Against and 5.48% Abstain. Resolution 4 Soroptimist International Great Britain and Ireland (SIGBI) Limited in Conference moves that: The SIGBI Byelaws shall be amended as follows: Byelaw 18.1 to read: 18.1 Subject to Byelaw 19, amendments to these Byelaws may only be made at a SIGBI General Meeting. And the following Byelaw to be added: 19.2 Amendments and revisions to the SIGBI Articles of Association that impact these Byelaws shall be automatically adopted and incorporated into these Byelaws. The first part of this amendment corrects an error in the current Byelaws, where Byelaw 18.1 refers to Byelaw 18 instead of Byelaw 19. The addition of Byelaw 19.2 will mean that we only need to debate and vote for changes which impact the Articles of Association and the Byelaws once. It will also mean that we no longer run the risk of agreeing an amendment to the Articles and not to the Byelaws creating contradictory or confusing Governance documents. This change is in line with the current Byelaw where changes to the SI Constitution are incorporated automatically. Proposed by: Alexis Neville SI Weybridge and District Seconded by: Jackie Theobald SI Woking and District Resolution 4 was carried with 94.12% For, 4.50% Against and 1.38% Abstain. 5

6 Resolution 5 The SIGBI Regional/NA/Network Constitution shall be amended to add the following clause: Byelaw 18.2 to read: 18.2 Amendments and revisions to the SIGBI Articles of Association and/or SIGBI Byelaws that impact this Constitution shall be automatically adopted and incorporated into this Constitution. The addition of Clause 18.2 will mean that we only need to debate and vote for changes which impact the Articles and/or Byelaws and this Constitution once. It will also mean that we no longer run the risk of agreeing an amendment to the Articles and/or Byelaws and not to this Constitution, creating contradictory or confusing Governance Documents. This change is in line with the current Constitution, where changes to the SI Constitutions are incorporated automatically. Proposed by: Alexis Neville SI Weybridge and District Seconded by: Jackie Theobald SI Woking and District Resolution 5 was carried with 93.86% For, 3.75% Against and 2.39% Abstain. Resolution 6 The SIGBI Club Constitution shall be amended to add the following clause: 25.2 Amendments and revisions to the SIGBI Articles of Association and/or SIGBI Byelaws that impact this Constitution shall be automatically adopted and incorporated into this Constitution. The addition of Clause 25.2 will mean that we only need to debate and vote for changes which impact the Articles and/or Byelaws and this Constitution once. It will also mean that we no longer run the risk of agreeing an amendment to the Articles and/or Byelaws and not to this Constitution, creating contradictory or confusing Governance Documents. This change is in line with the current Constitution, where changes to the SI Constitution are incorporated automatically. Proposed by: Alexis Neville SI Weybridge and District Seconded by: Jackie Theobald SI Woking and District Resolution 6 was carried with 95.88% For, 1.03% Against and 3.09% Abstain. Resolution 7 Capitation Fees for Bands 1, 2 and 3, be reduced to 60%, for a trial period of three years, as illustrated below, commencing April At the end of the trial period, all fees will be reviewed by the SIGBI Federation Management Board. Band Band Band

7 At the SIGBI Conference in 2010, a resolution to levy a single capitation fee for all members, with effect from financial year 2020/2021, was carried. It was proposed to facilitate this by phasing out the fee banding system over a period of ten financial years. In October 2013, the SIGBI Federation Management Board (FMB) instructed the Director of Finance, incoming President Elect and Executive Officer to research the pros and cons of the harmonisation of capitation fees, taking into account that Clubs in some countries have reported difficulties in recruiting members because of the high capitation fees and also feedback from the FCC Councillor Reports This initiative, in conjunction with the Growth Plan for Clubs in England, is designed to support Clubs in their activities to recruit new members and retain existing ones. It is forecast that the reduction in income for Bands 1, 2 and 3, for the trial three year period, will amount to 50,262 (assuming no new members). This investment in membership for the future will be funded from SIGBI reserves, which currently stand at 971,140 (as at 31 March 2014) Proposed by: Judith Lewis SIGBI Director of Finance Seconded by: Sue Williams SIGBI Director of Membership Resolution 7 was carried with 87.93% For, 9.31% Against and 2.76% Abstain. Resolution 8 Capitation Fees for Band 4, be reduced by 10%, for a trial period of three years, as illustrated below, commencing April At the end of the trial period, all fees will be reviewed by the SIGBI Federation Management Board. Band 4 (UK/ROI) Band 4 (Other) Band 4 (UK/ROI) Band 4 (Other) UK and Republic of Ireland Malta, Seychelles, Trinidad and Tobago The difference between Band 4 (UK/ROI) and Band 4 (Other) is that Clubs in Malta, Seychelles and Trinidad and Tobago do not pay the levies to the SIGBI charities (Benevolent Fund, Diamond Education Grant and Emergency Relief Fund). Following the reasoning for Resolution 7, the Director of Finance and the Finance Committee believe that Band 4 members should also be a part of this initiative. The greater proportion of SIGBI Membership is within Band 4 and it is considered vital that recruitment initiatives in the UK and Republic of Ireland are also strongly supported. It is forecast that the reduction in income for Bands 4, for the trial three year period, will amount to 102,182 (assuming no new members). This investment in membership for the future will be funded from SIGBI reserves, which currently stand at 971,140 (as at 31 March 2014) Proposed by: Judith Lewis SIGBI Director of Finance Seconded by: Joyce Boorman Director Without Portfolio Resolution 8 was carried with 75.79% For, 18.60% Against and 5.61% Abstain. 7

8 Resolution 9 No inflationary increases be applied to capitation fees for a trial period of three years, commencing April At the end of the trial period, inflationary increases to be reviewed by the SIGBI Federation Management Board. In line with the proposed Resolutions to reduce capitation fees for all Bands, in order to support a three year recruitment drive, it is proposed that no inflationary increases are applied to capitation fees for the three year trial period. Proposed by: Judith Lewis SIGBI Director of Finance Seconded by: Joyce Boorman SIGBI Director Without Portfolio Resolution 9 was carried with 94.56% For, 4.42% Against and 1.02% Abstain. Resolution 10 The Capitation Fee for Band 3 is frozen at the 2015 Band Fee of for a period of 3 years, commencing 31 March 2016, and reviewed in the light of local affordability at the end of this period. Countries in Band 3 are Barbados, Grenada, Mauritius, South Africa, St Vincent and the Grenadines and Turks and Caicos. Members in South Africa have complained that the current capitation fee is proving to be a problem in the retention of existing members and a barrier to recruitment of new members. The current capitation fee when converted at prevalent exchange rates is more than half of the sum members are paying to their Clubs in annual subscription fees and this is perceived as a disproportionate burden. It should be borne in mind that the salaries and incomes of professional and business women in South Africa are considerably lower than they are in the UK (up to 50% lower). Moreover, the GBP-Rand exchange rate has moved significantly against South African residents in recent years. The Rand s worth against the Pound is currently at almost an all-time low, hovering around, and frequently above, 18 to the Pound and this is unlikely to change significantly in the foreseeable future. Compared to the pound, it is around 90% weaker than its best value in the last ten years and between 25 and 30% weaker than it was five years ago. It should not be thought that the cost of living is sufficiently cheaper in South Africa to offset the disparity in earnings with the UK. The cost of basic commodities affects the South African economy and the purse strings of its people in the same way as elsewhere. In particular, food and electricity are just as expensive as in the UK. Proposed by: Lisette Genseberger President, SI South Africa Seconded by: Michelle Cave SI Barbados Jamestown In accordance with Rule 20 of the Rules for the Conduct of the General Meeting of SIGBI Limited, the Proposer of Resolution 10, Lisette Genseberger, sought approval to withdraw the resolution. Resolution 10 was withdrawn with 98.62% For, 0.69% Against and 0.69% Abstain. 8

9 11. RESOLUTIONS OF URGENCY No Resolutions of Urgency were received. 12. ANNOUNCEMENT OF FEDERATION DIRECTORS Margaret Emsley President Ann Hodgson President Elect Sue Biggs Vice President Jenny Vince Immediate Past President Jane Slatter Director of Communications Judith Lewis Director of Finance Sue Williams Director of Membership Isobel Smith Director of Organisational Development Barbara Dixon Director of Programme Joyce Boorman Director Without Portfolio Talat Pasha Director Without Portfolio Eileen Hunter Director Without Portfolio 13. SIGBI Honorary Member At the end of the General Meeting, SIGBI President, Jenny Vince, on behalf of the Federation, conferred SIGBI Honorary Membership on Ann Garvie, Past President of Soroptimist International Great Britain and Ireland (SIGBI) Limited and Immediate Past President of Soroptimist International. 9