EGM Agenda

DRAFT Agenda for EGM

3 December 2011 @ 4.30pm, Britannia Panopticon

1. Minutes of AGM, 17 April 2010 (and matters arising)
2. Minutes of AGM, 7 May 2011 (and matters arising)
3. Chairman's Report
4. Treasurer's Report, including Financial Report for August 2009 to July 2010
5. Report from the Trust 
6. Motion 1: Creation of Honorary Positions (see below)
7. Motion 2: SCIO Conversion (see below)
8. Election to Committee (and Honorary Positions, if relevant motion carried)
9. Any Other Business

Motion 1: Creation of Honorary Positions (proposed by Chris Young)

The Society notes the need for both a working Committee (for the everyday management of the Society) and public ambassadors (to promote awareness of the project). In order to raise the profile of the Britannia Panopticon, and to encourage the donation of much-needed funds, the Society approves the creation of the following Honorary Positions:

1. Honorary President (to be elected by a General Meeting of the Society and to serve a term concurrent with that of the Committee);
2. Honorary Vice-President (up to three in total, to be elected by a General Meeting of the Society and to serve a term concurrent with that of the Committee); and
3. Patron (up to five in total, to be invited by a General Meeting of the Society and to serve indefinitely).

The Honorary Positions shall carry no formal constitutional role. However, those holding such positions shall generally be informed of Committee business and invited to attend Committee meetings.

The first elections to these positions shall be at this EGM.



Motion 2: SCIO Conversion (proposed by Chris Young)

The Society notes the recent creation of a new form/structure of charity: the Scottish Charitable Incorporated Organisation (SCIO), details of which can be found on the website of the Office of the Scottish Charity Regulator (OSCR). Since April 2011, unincorporated charities (such as the Society) are able to apply for conversion to SCIO status.

The Society further notes the stated intention of the Britannia Panopticon Music Hall Trust to apply for SCIO status, which trusts may do from January 2012 onwards.

The Society acknowledges the following features of SCIO status and the process of conversion:

1. SCIO status confers legal personality, meaning that an SCIO may enter into contracts and be sued in its own name rather than that of its trustees/committee.
2. SCIOs have limited liability, meaning that trustees or committee members will (in most circumstances) no longer be personally liable for any debts incurred by the charity.
3. Conversion to SCIO status is one-way only.
4. If an SCIO is deemed not to satisfy OSCR's requirements for charitable status, then the organisation must be wound up completely and its assets distributed per its Constitution; it cannot continue to exist in a non-charitable form.
5. There are in theory two routes for the Society to convert to SCIO status: (i) by retaining the identical charity name and transferring all bank accounts etc. simultaneously; or (ii) by adopting a significantly different charity name and having a managed programme for the changing of bank accounts etc. It is understood that as of October 2011, no Scottish Charity has managed the conversion process by route (i) and that OSCR lacks sufficient guidance or leeway to make this route work in practice.
6. For OSCR to approve an application for conversion to SCIO status, it requires both authorisation from an appropriate General Meeting and the adoption of an appropriate Constitution, meeting certain specifications.

Therefore, the Society:

1. Approves, in principle and practice, the application for SCIO status.
2. Recognising that the potential conversion to SCIO status of the main Trust affects the Constitution of the Society, instructs the Committee to work with the Trust towards achieving a smooth transition and a strategic relaunch (including a redesigned website).
3. Authorises the Committee to draft a new Constitution (incorporating the substance of the current Constitution of the Society, mutatis mutandis) and to present this to OSCR for approval as part of SCIO conversion, to be ratified by the first General Meeting of the Society under SCIO status (if the application is so approved).
4. Approves the adoption, upon conversion to SCIO status, of a new name for the Society: "The Britannia Panopticon Society", or such other name as may be necessary to achieve SCIO status. *

[* Other name suggestions are invited for discussion; any new name would have to avoid potential confusion with the Society's current name and the current or future name of the Trust. -- CY]