THE WATERWAYS MANAGEMENT COMPANY LTD
Minutes for meeting held on Monday 22nd January 2007 at 8pm
The Anchor, Hayfield Road, Oxford
DIRECTORS PRESENT
Prof Roger K H Mumby-Croft
Dr David Jones
Dr Stephen R Wilson
Mr Gunnar T Niels
Mr Len Foreman
Mr Nick C Sampson
Mr Richard A Dorey
Mrs Louise M G Robertson
Ms Diane R Crocombe
Ms Saima Butt
- APOLOGIES FOR ABSENCE
Ms Barbara Bailes
Mrs A Wendy Scott
Mr Adrian Steeples
Mr John Lapin - APPOINTMENT OF OFFICERS
Chairman Roger Mumby-Croft
Proposed Len Foreman
Seconded Louise Robertson
A toast was proposed for the first WMC unanimous decision!
There was some discussion about the role of Treasurer and Secretary and how these
officers would act as a co-ordinators, gaining assistance and support from other
Directors. The Chair suggested that a professional ‘Minute Taker’ be employed so that
Directors could fulfil their roles as Directors. Directors who had taken minutes
for previous meetings confirmed that this had been a problem. One will investigate
and advertise for the post @ £10 per hour. It was suggested that the post would be four
times a year for three hours. Another director offered to take the minutes for this meeting.
The following officers were then elected.
Treasurer Nick Sampson
Proposed David Jones
Seconded Diane Crocombe
Secretary Saima Butt
Proposed Stephen Wilson
Seconded Diane Crocombe - PROPOSAL AND AGREEMENT OF THE CONSTITUTION
The Chair thanked two of the directors for their work in drafting the constitution. One of these
explained that they borrowed most of it from the Waterside’s constitution but alterations had
been made, including changes to make the wording more accessible. The Chair said that he
had asked a legal friend to look at the draft constitution and it had been found acceptable.
There then followed discussion relating to the draft constitution. These are itemised as they
relate to the draft constitution.
Item 1 (paragraph 3)
Date of Annual General Meeting.
The constitution requires us to meet before 15 months but it was unclear when the last
AGM was held. The proposed date for the AGM was June. As many people ware away
at this time other times were proposed – late September was agreed.
Item 2 (paragraph 4 – point 5 of accountabilities)
Determine investment and expenditure priorities.
The inclusion of named bodies with whom we should liaise was discussed. As there are
other residents’ associations including Marsden Block and the Baker’s Dozen the discussion
centred on which ones to include in the constitution. One director mentioned that the
Waterways Residents Association has a membership of fewer than half of the owners on the
development and so is not a recognised association. Another director said that WRA hopes
in future to opt people in to solve that problem. As the Waterways Residents Association is
the only association open to all home-owners it was decided unanimously to include only the
three bodies listed below, but refer to other bodies on an ad hoc basis.
The paragraph will now read.
Determine investment and expenditure priorities with the members of the Company.
Liaise with the Waterways Residents Association (WRA), Oxford Citizens Housing
Association (OCHA), Canalside Environment Group (CEG) and other bodies where
appropriate.
Item 3 (paragraph 5)
Company Strategy for Communication.
One of the directors who worked on the constitution introduced the need for a company
strategy. This should include communicating outwardly, speaking as one body – including
dealing with Peverel – and communicating internally – between ourselves.
The Chair asked the director to develop this strategy and two other directors offered to help.
One of these will write a piece for the Waterways World to explain who the Directors are.
Item 4 (paragraph 7)
Items on Agenda
Following earlier amendments an additional item was proposed to be included.
Item 11 Issues raised by other interested groups.
(There will now be 14 agenda items.)
Item 5 (paragraph 7)
Any Other Business (posted to Chair 2 days prior to meeting.)
It was proposed that all sub-items should be posted to the Chair no later than 2 days
prior to the meeting so that he/she could determine the items to be included. This was
agreed.
Item 6 (paragraph 8)
Minutes to be issued.
It was suggested that issuing minutes to the Chair of WRA automatically might be a
problem, as there might arise a conflict of interest in certain circumstances. This was
debated and the wording will be excised at present.
Minutes are issued to all Committee members no more than 7 working days after
each meeting recording attendance, proceedings and resolutions.
Item 7 (After paragraph 9)
Exceptional Circumstances
One of the directors asked for a clause to be included to remove any Director from the
committee who disrupts meetings. Another reminded us that we are all self-appointed and
there is an AGM to elect and re-elect Directors. The Chair suggested that if the
circumstances were exceptional a unanimous vote could be included if the Director violated
the code of ethics (paragraph 9) or the communications strategy (paragraph 5).
In exceptional circumstances (to include violation of the code of ethics) the
Directors reserve the right, by unanimous decision only, to remove a Director
from the WMC.
With the above amendments the main Constitution of the Waterways Management
Company was approved. - INSURANCE
Two of the directors had been asked to look into Insurance for WMC and for the Directors.
One reported that Peverel had put him in touch with Kingsbury Insurance. He learned that a
policy had been taken out in July 2006 to cover WMC for one year. The premium of £385.14
with Norwich Union included Public Liability of £10,000,000.
However there is no Public Liability Insurance for Directors, including cover for any
environmental protection legislation or Director’s statutory duties. New legislation has made
Directors more vulnerable.
The director explained that legal liabilities are calculated on the value of leased properties,
not the number of directors of the company. The annual premium for WMC Directors’
Insurance is estimated at £900 – £1,200.
Annual insurance costs might therefore be up to £1,600 for both classes of cover. It was
asked whether we wanted to be tied to Peverel’s recommended agent but as the policy is
with Norwich Union it was decided this was not a problem.
Adoption of Directors’ Insurance.
Proposed Len Foreman
Seconded Nick Sampson
The meeting approved the proposal.
The next meeting will be on Monday February 19th in the Anchor Pub at 8.00pm
The meeting closed at 9.55