Hazelhurst CSA Committee 2009-12-03

Hazelhurst CSA > Co-operative Committee > Committee Meeting 3rd December 2009

Date and Time
Thursday 3rd December 2009 at 7:45pm and a formal start at 8pm, at Gareth's house and with an end time of 9:30pm. Email proposals about the issue of the rules to be circulated to the list by 30th November 2009.

Appologies
Yvonne has sent her apologies and submitted her view on the agenda items and additional points for the agenda, in her email she referred to attachments sent previously, Good Agendas.doc and Hazlehurst CSA Committee Members Personal Evaluation.doc.

Agenda
The agenda below was a provisional agenda, Kerri posted the final agenda to the list on 1st December 2009.


 * 1. Feedback on actions
 * 2. Name for the organisation and mandate from the public meeting
 * See the meeting notes [[File:CSA_public_meeting_2_20091102.doc]] and an email from Chris about the name.


 * 3. Finalise on rules if possible
 * See the proposal from Gareth, the Community Finance Model Rules (wiki version: Co-operativesUK Community Finance Model Rules) and the proposal from Chris, the The Somerset Rules Co-operative Community Supported Agriculture (wiki version: Somerset Rules CSA).


 * 4. Aims and objectives
 * See the Heeley-Meersbrook_CSA_Steering_Group and the proposal from Gareth, the proposal from Heather and Chris, the revised proposal from Heather and the Somerset Rules version of Heather's revised proposal from Chris.


 * 5. Consensus decision making workshop
 * See Seeds for Change Workshops and Training.


 * 6. Bank account
 * 7. Date for the next meeting
 * Avoid Thursdays so Yvonne can attend.

1. Members’ Check-in
All attendees checked in on their current status. Feedback from Marion (from Ronin) and Yvonne (from comments on an email dated 1 December 2009) was also received. Where appropriate, Marion and Yvonne’s comments are noted in the substantive items which follow in these Minutes.

2. Name of Organisation
Members discussed the following basic options:


 * Hazelhurst Community Supported Agriculture Limited
 * Hazelhurst Community Supported Agriculture Co-operative Limited
 * Hazelhurst Community Agriculture Co-operative Limited

Some members (including Yvonne via email) expressed their preference for a shorter name. The option of removing ‘Supported’ and/or including ‘Co-operative’ was discussed. The importance of demonstrating that the organisation is a co-operative was mentioned, and also the need to express the community-supported element of the agriculture that will be undertaken.

Following debate, it was agreed that the organisation should be called Hazelhurst Community Supported Agriculture Co-operative Limited.

It was also agreed that if a legal name was needed before the next public meeting (if for example it's needed for a legal document regarding the land or if a name was needed for opening a bank account) then this name would be used, otherwise it would be taken back to the next public meeting for agreement.

3. Update on Actions

 * Community Land Trust (CLT)
 * Chris confirmed that the organisation will be a Community Land Trust, whatever set of model rules is adopted. So no further action was required in relation to this item.


 * Asset locking and investment security, and report from Financing CSAs Workshop
 * Heather suggested that these items could most usefully be covered in the discussion of the model rules, and this was agreed.
 * Yvonne (via email) requested a copy of any slides from the Workshop, and also indicated her support for the CSA to be a CLT.
 * Files from this event: [[Media:Jim%27s_presentation.ppt]] | [[Media:Paul%27s_presentation.ppt]] | [[Media:Community_Investment_in_CSA_-_Jim_brown_article.pdf]]

4. Model Rules – Discussion
The discussion focused on the Model Rules from Cooperatives UK (for an IPS Ben Comm) and the ‘Somerset Rules’, more suited to the ‘bona fide’ Cooperative.

Chris had done a significant amount of work on exploring some of the elements of the Somerset Rules (particularly in relation to consensus decision-making), liaising with Alex Lawrie (from Somerset Co-operative Services CIC). Gareth had also spoken to Alex and Dave Hollings (from Cooperative Mutual Solutions (CMS), from whom we have secured planning support). Both were thanked for the work they have undertaken up to this point.

It was noted that both Marion and Yvonne had expressed a general preference for the IPS Ben Comm rules.


 * In Marion’s case, she indicated that she wished to strengthen the relationship with Cooperatives UK and the Soil Association, and she would support any administrative tools that are adopted which are compatible with those organisations. However, she also wished it noted that she had not had an opportunity to study the different sets of model rules meticulously.
 * Yvonne indicated that she generally favoured the IPS Ben Comm rules as she understands them better, but would accept the majority vote.

A wide-ranging discussion followed, and the following summarises the main points:

The key issues identified in discussions were:


 * the different membership classes that might be established – investors and users, or producers, consumers and investors for example
 * the voting rights (or not) of those different membership classes
 * the arrangements for the distribution of surplus, including whether members (and other membership classes?) could receive a dividend
 * the form and use of any asset lock.
 * There are registration costs with both sets of rules, and it has been confirmed by Dave Hollings that the support offered by CMS would cover those fees in both cases.
 * Using either set of rules makes Hazelhurst Community Supported Agriculture Co-operative Limited a member of Cooperatives UK for one year, after which we could choose to renew that membership if we wished.
 * Dave is able to provide a second opinion on the Somerset Rules, as he is familiar with them.

Given the outstanding issues identified above, no final agreement was made on the rules to be adopted.

ACTION: Gareth and Chris to clarify the following key questions with Alex and Dave, for feedback to the next Directors’ Meeting:


 * If we apply the Somerset Rules, can we make dividend payments?
 * How would we do this?
 * What is the nature of the shareholding? (We assumed shares rather than loanstock but would like confirmation.)
 * Under the Somerset Rules, it appears that investors do not have a right to vote, although there may be the opportunity to amend this within the rules. What are the implications for making such a change?  For example:
 * Could investors vote in some way other than in person?
 * Would we be required to facilitate such arrangements as postal voting, for example?
 * How could such voting rights be managed in the context of a preference for consensus decision-making?

The questions have been further developed on the Somerset Rules Questions page and a version of them was sent to Alex on 4th January 2010 and Alex answered them the same day.

All present at the meeting supported a consensus decision-making workshop being offered.

ACTION: Chris to explore this with Seeds for Change, see Hazelhurst CSA Consensus Workshop.

5. Report on Working Groups

 * Permaculture
 * No further update since the last meeting. Marion has indicated (via Ronin) that she would be happy to report on the Group’s work and to make recommendations.


 * Social events
 * Liz joined the meeting to report that a festive wreath-making session was planned for 20 December 2009, under the CSA banner, to raise awareness. Venue and timing are still to be determined subject to Directors Meeting support, which was given with thanks.

6. Aims and Objectives
This item was carried over to the next meeting.

7. Bank Account
The Group noted with thanks Yvonne’s offer to look into setting up a bank account for the CSA organisation.

ACTION: Yvonne to explore options, and report back at a future meeting.

ACTION: Alison to provide Yvonne with Co-operative Bank Community Account paperwork.

(i) The ‘business’ of the group
Yvonne has provided detailed information about the working of the group, the construction of its agenda, etc. Due to time constraints and the fact that Yvonne could unfortunately not attend this meeting, it was agreed that these items should be held over to a future meeting when Yvonne will be available.

In the meantime, Yvonne was formally thanked for her contributions to this point in time.

(ii) Almost Zero Carbon Cabaret
Heather reported that the Cabaret held on 28 November 2009 had been very successful, and raised around £170 for Transition Heeley-Meersbrook. Decisions are still be made about how these funds will be directed, although the CSA project may benefit.

(iii) Sheffield Food Conference
Gareth reported that Sheffield City Council has confirmed that the proposed Food Conference and the Plunkett Round Table Discussion can be included in the wider Food Plan for Sheffield work.

(iv) Winter visit to the Hazelhurst site
Marion indicated (via Ronin) that she would like to visit the land during the winter, to see it at its worst. All members were invited to join that visit – details are to be confirmed.

(v) Contact details for Directors
Members provided their details, which are to be circulated via private email as soon as possible.

ACTION: Alison to provide details to all members as soon as possible.

9. Dates of Future Meetings and Activities

 * 6 January 2010, 1945 for 2000 start
 * Directors’ meeting
 * At Yvonne’s house (subject to confirmation)
 * Agenda to include the following (at a minimum):
 * Rules (for recommendation at a future public meeting)
 * Objects, aims and objectives
 * The mandate of the Directors’ Group
 * Working Group feedback


 * 24 January 2010, 1000 start
 * Walk to the site led by Heather
 * Starting point to be confirmed


 * 26 January 2010, 1945 for 2000 start
 * Directors’ meeting
 * At Heather’s house (subject to confirmation)


 * 25 February 2010, 1945 for 2000 start
 * Directors’ meeting
 * At Alison’s house

The date of the next public meeting is to be agreed, but will not be before at least one more of the Directors’ meetings.

ACTION: Chris to send a follow-on email to Transition List recipients, confirming these dates and events, once the minutes are agreed.

Next meeting: Hazelhurst CSA Committee 2010-01-06

Previous meeting: Hazelhurst CSA Committee 2009-11-22