On-Line 2020 AGM Completed

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Tristan da Cunha Association

2020 On-Line AGM Update

Thanks to all those Tristan Association members who voted on the four proposals by the end of April.

Minutes of the AGM are being prepared and there will be a report in the August Newsletter.

Questions and Answers about the 2021 On-Line AGM

  • We received five messages from members asking fourteen questions, ranging from one to eight each.
  • The questions have been arranged in topic order rather than grouping those from each person together as we think this will make a more coherent report.
  • We hope this replicated the normal AGM practice when members ask questions about business being conducted, prior to voting.

Q1          Why did the committee decide to set up the association as a charity?         

A1          There is quite a long piece about why the committee chose to seek registration by the Charity Commission as a charity in the February Newsletter. To choose salient points, we became aware that our aims were all charitable as defined by the Charity Commission and that we could receive Gift Aid on all our income, maximising our financial support for the Tristan community. The move for the whole TDCA to become a charity also simplifies our finances as we would need only one set of accounts. As we had no constitution, it also allowed us to follow the Charity Commission’s template which we believe will stand the TDCA in good stead for the future.

Q2          It is usual when amending a constitution, that only the changes are noted - but here we have the whole constitution (14 pages long). Is this because there was no previous constitution, or that the changes are so extensive? If the latter what sections have mainly been amended?

A2          Once we were beginning to get settled into being co-chairs, we soon discovered there was no constitution at all, so we had to start from scratch. As we are hoping to become a charity, using a model constitution from the Charity Commissioners made the job a lot easier and also makes their agreeing to our becoming a charity more likely. As this is a first constitution draft, we could not therefore highlight changes, as there were none.

Q3          As a "Life Member" I am concerned that I don't see anything re "Life Members" under Membership. I think that this should be built into the Constitution (under Part 2. (8), otherwise a future committee may decide to do away with Life members!!

A3          Whereas there is no mention of life members in the constitution, different types of membership are up to the committee to sort out. (eg associate membership, perhaps for those under 18, organisations and life membership - only this last one exists at the moment.) I can assure you that there is no way that existing Life Members need worry. They paid for this some time ago, mainly, although we feel that the amount chosen at the beginning was a little low, especially with present interest rates! However, I don't think we can stop them from continuing as life members. It is up to the committee and a future general meeting to decide if they wish new life membership to continue being available.

Q4          The section in membership says members have to be 18yrs or older. Why discourage a 15yr old from joining? Maybe have parent or guardian signature required for minors.   If you do decide to allow minors, maybe they shouldn't be allowed to be life-time members until of age 18yr, since the life-time fee is based on the longevity of an adult member.

A4          In discussions about the constitution with Guy Marriott, a member, an ex-vice chairman, a lawyer and an official of a charity, we decided that the more of the model constitution provided by the Charity commissioners was included, the more likely they would be to accept our application for the association to become a charity. We would like to keep the wording they provided therefore but recognise the value of including interested young people. The committee could consider having a special non-voting membership for minors in the future but not to include this in the constitution where full members with voting rights would be over eighteen.

Q5          It does not say whether or not organisations can be lifetime members. I would hope not, since there is never an end of life date for an organisation, unless they dissolve. But if every public library in the world to enrol in the TDCA, it would be great for the first year, then we would be providing newsletters for free into perpetuity.

A5          In section 8.2a on Membership the trustees can refuse membership if it is not in the best interests of the charity. As Life Membership for organisations would not be in our best interests, we would not offer it.

Q6          20 (1) is there anything in the UK Charities act that precludes non-UK citizens/residents, or overseas people from being Trustees of a UK Charity? I hope there is not anything precluding a Tristanian or South African (for that matter) from becoming a committee member & Trustee!

A6          No. The disqualification possibilities in the sections mentioned in the constitution concern dishonesty or illegal activities – mainly in a financial sphere. There is nothing about having to be a UK resident or citizen, so I think you can rest assured. We are proud of the international nature of our membership. The only UK reference should be relating to UK taxpayers and Gift Aid.

Q7          At the moment the Association has, I see from last year's AGM "Co-chairs" - this is not covered in the Constitution. Shouldn't it be? Or will it not re-occur in future?

A7          The constitution insists on chair, secretary and treasurer (17.2). In our discussions with Guy Marriott, (see above), he pointed out that if other positions are listed in the constitution, they have to be filled and we may well not always have co-chairs (although, in this process, both Richard and I are pleased not to be acting alone!). Any other positions beyond these three are up to recommendations of the committee and approval or not of a general meeting.

Q8          18 (5) (a) isn't this superfluous in the light of point 17. (5) which says there is no maximum number of trustees? Confusing!

A8          This is there in case, as allowed for in 17.5, a general meeting agrees a maximum number. “The number of trustees shall be not less than three but (unless otherwise determined by a resolution of the charity in general meeting) shall not be subject to any maximum." If they decide at some point to have 10 trustees, they cannot appoint an 11th! I can't see that happening as all officials and committee members are trustees and it would also limit the number of committee members!

Q9          Isn't 17 (7) in conflict with 24 (1)?

A9          24.1 is about the whole body of trustees (ie the committee) delegating a particular project or decision to a committee to be brought back to the whole committee to be passed. If a member of the Trustees is absent from a meeting (17.7), they cannot delegate their vote to someone else, they just send apologies and cannot give their vote to someone else.

Q10        I note that the draft constitution requires trustees to be elected at each AGM. This is not something we have done hitherto, and I believe that the list of trustees for the Education Trust Fund is not generally known. I think annually electing the trustees is an appropriate innovation, although it could conceivably extend the duration of the AGM.

Q10        As all committee members and, therefore, officers of the association are trustees (17.1 The officers and other members of the committee shall be the trustees of the Charity and in this constitution are together called ‘the trustees’.) and we tend to re-elect the whole committee at each AGM, this should not be much of a change. We will have to point out at the first AGM after we become a charity that all committee members are trustees, but the election of them can be en bloc as we do with the committee and officers now. Changes will be dealt with as they occur.

Q11        31 Notices 5a) Posting. and. b) Electronic   c).48 hours’ time scale. This is tight if either mode of communication is subject to delay or interruption.

A11        This section refers back to Section 11 – Notice, which is about informing members of any general meeting. The timing of a notice is at least 14 days. Section 31.5 shows when the timing of the notice begins i.e. 48 hours after the postmark or the sending of an electronic message and, therefore, at least 16 days before a meeting can be held. This seems sufficient notice as it is the least amount of time and will normally be much more than this. Normally we announce an AGM at the previous meeting, giving 12 months’ notice, which is repeated in the newsletter 2 months before the meeting.

Q12        Can general meetings & trustee meetings be via electronic means - should this be mentioned in the Constitution?

A12        There are several mentions of electronic notices, keeping of documents, and, in particular, 21.13 "A resolution in writing, or given using signed electronic communications, signed by all the trustees entitled to receive notice of a meeting of trustees or of a committee of trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the trustees or (as the case may be) a committee of trustees duly convened and held." This is admittedly about meetings of trustees, but I think can be taken as for general meetings as well. I base this on 31.1 "Any notice required by this constitution to be given to or by any person must be: (a) in writing; or (b) given using electronic communications." Notice for general meetings are covered by this, therefore, and I take it that the meeting can be dealt with in the same way - as we are doing at the moment, but now there is no constitution to stop us!

Q13        Part 2 (8) (4) surely email addresses should also be included in the member's register these days?

A13        When we discussed this constitution with Guy Marriott, (see above) we discovered that some things are best not included in the constitution.

This we feel is one of them. We have quite a number of our members who do not have an e-mail address and we would not want them barred from membership because of this. We do keep e-mail addresses, as you must realise, as most of the people who received the papers for this virtual AGM received them by e-mail.

Q14        In the Minutes of the last AGM, the Treasurer's Report compares the accounts for the year ended 31st Dec.2018 with the year ended 2016. Is that correct? Should the comparison not be with the year ended 2017?

A14        Obviously you looked carefully! Well done for spotting this. Your point is quite correct, and Ian has assured us that it was indeed 2017 which was used for the comparison. The Minutes which are signed, presuming they are passed by this vote, will be amended to show the correct year. I suspect this was just a typo.


A report of the AGM will appear in the August Newsletter, with full minutes to be agreed as a true record at the 2021 AGM which will be held at the Southampton Holiday Inn on Saturday 10th April. After a gap of two years we expect a bumper attendance at this event and ask that members note it now in their diaries.

From Co-Chairs John Cooper and Richard Grundy 1st May 2020