HADDINGTON COMMUNITY DEVELOPMENT TRUST
ANNUAL GENERAL MEETING - 10 August 2015
CHAIR’S REPORT – Frances Wright
Introduction
The Trust’s second year began with the AGM on 12 May 2014. Its main aim was to continue work on implementing the Vision report commissioned by Haddington and District Amenity Society together with East Lothian Council.
Board – Composition and Business
At the last AGM the following members were elected as Directors: Hilary Dickson, Martin Hayman, Chris Taylor. The co-opted members for the four organisations identified in the Articles of Association were as follows: Haddington and District Amenity Association - Chris Clark; Haddington and District Business Association - Paul Kinnoch (later resigned); Haddington and District Community Council - Paul Darling; Knox Academy - Jack Rogan.
Office bearers were identified at the first meeting as follows: chair (Chris Clark - later resigned), vice chair (Hilary Dickson - later resigned), secretary (Chris Taylor – later resigned), treasurer (Martin Hayman - later resigned).
During the year other members were co-opted to the Board as follows:
Joy Barnard - then chair of Corn Exchange Management Committee; later resigned
Bobbie Millar - did not attend any meetings before resigning
Stephen Pathirana - became treasurer after resignation of Martin Hayman; later resigned
Claire Goodwin
Fiona Bain - later resigned
The Board as constituted above met 14 times (19 May, 26 May, 5 Jun, 30 Jun, 28 Jul, 25 Aug, 12 Sep, 22 Sep, 28 Sep, 27 Oct, 6 Nov, 24 Nov, 5 Jan, 30 Mar).
The Annual General Meeting was originally convened on 11 May 2015. However, with 27 participants it fell three members short of a quorum and formal business could not be taken. At this meeting several members offered themselves for cooption to the Board to take matters forward.
The Board met on 25 May and co-opted and appointed new Directors. The resulting composition was: Frances Wright (chair); Paul Darling (HDCC representative and treasurer); Karen Stevenson (HADAS representative); Judith Warren (HDBA representative); Jack Rogan (Knox Academy representative); Fiona Frances Adam; Ron Goldie; Claire Goodwin; Jan Wilson.
The new Board agreed it would be prudent to follow the wishes of the previous board to terminate the Lease of the Corn Exchange and Frances Wright and Paul Darling formally carried this out on 29 May 2015.
Further Board meetings took place on 8 June and 3 August 2015, and the focus for the Board has been to work towards ensuring the Trust can continue after the rescheduled AGM.
On behalf of all members of HCDT I express thanks to all of the above for their many excellent contributions in supporting the work of the Trust
Corn Exchange
The Corn Exchange absorbed most of the Trust’s time and energy over the year up to May. The idea of getting involved with the Corn Exchange goes a long way back in the Trust’s short history. Early discussions began in June or July 2013, only a few months after the Trust’s inception. In August 2013 the Board received a paper with proposals. The building was felt to have great potential, but was considered underused and inadequately equipped for modern uses including music. There were potential opportunities to improve the building for community benefit. It could also potentially act as key focus for Trust’s activities and presence in the town.
Discussions with ELC over a potential leasing arrangement began in September 2013. At the same time a new management committee was formed and preparations were made for a bid for c. £20k Leader funding for acoustic improvements to facilitate music performance. This bid was submitted in October 2013 and news of its success was received in November.
A public meeting was held on 16 December 2013 to discuss plans and seek community opinion. This was supportive. An early draft of lease was discussed in December 2013.
It was crucial to the Leader bid and any other proposed fundraising that the Trust get charity registration. In this connection OSCR queried one of the Trust’s objectives. A special General Meeting was successfully held on 27 January 2014 to amend the Articles.
At around the same time we learned of the potential to bid for Viridor Credits’ ‘Legacy Scotland’ scheme, which was to be a last major spend before Viridor wound up its then funding programme. VC were preparing to make unusually large grants on this occasion.
On 14 April 2014 the Board made a decision in principle to apply for this programme, involving committing around £13k for professional fees and other expenses to support the application. The application for £500,000 was lodged in June.
Negotiations with ELC over the lease (which was essential to the Viridor bid) continued. It was finally signed on 16 June, just in time for the Viridor bid submission.
The installation of acoustic improvements funded by Leader went ahead in the summer and was very positively received.
Over the summer of 2014 the Board devoted much of its time to trying to understand the financial situation of the CE and master the complexities of running it. This experience showed that the enterprise was much more complex than we had first understood.
At the end of August we learned that Viridor were making an offer of approximately £433k net (£482,282.25 less £49,298.89 Contributing Third Party contribution). When we received the offer we also received the detailed grant conditions, which we had not previously seen. It became apparent that the conditions presented several major difficulties.
The Board considered the offer at a special meeting on 12 September and reluctantly decided that we could not accept. While there were several major issues, the clinching argument was over potential liability for increase in the value of the building. The Board decided that it would not be compatible with its legal responsibilities to accept the grant on the stipulated conditions.
In the following week or so various attempts were made to save the Viridor project and in particular ELC made an offer to indemnify the Trust against a potential claim for increase in value for a period of 10 years. However, Viridor were not willing to change their grant conditions accordingly.
The Board reconsidered the situation at a further special meeting on 28 September. The liability issue remained. The Board also believed it was not in a position to meet the direct financial commitments of accepting the grant, amounting to £170k of collateral fundraising. It was also becoming clearer that the financial implications of running the CE were much more problematic than first understood – new previously hidden costs were emerging and revenue was less than expected. The Board confirmed its original decision not to take up the grant.
At its meeting on 6 November 2014 the Board reappraised the Corn Exchange project and decided that the lease arrangement with ELC was not viable. The Trust’s office bearers and senior officials from ELC agreed on 17 November to terminate the lease by mutual agreement. A public meeting was held on 12 January 2015 to explain the Trust’s decisions over funding and running of the Corn Exchange to its members and the wider community.
The termination of the lease took some time to implement. The agreement was ready to be signed by the end of April, but by this stage the Board was below its minimum strength and the termination could not proceed.
After the intended annual general meeting on 11 May the Board was strengthened and the agreement to cancel the lease with ELC was ratified on 29 May 2015.
The Corn Exchange: what we have learned
We created a business plan with the explicit aim of developing the Corn Exchange for social and educational purposes and increasing the number and range of users. We have achieved some success with an increasing range of users and especially by making the hall viable for large music events. We have shown there is considerable under-used potential.
We hoped to get an increased volume of usage and increased revenue from a revised scale of charges. We found that there is a large overhang of historic commitments and more informal expectations that make it unexpectedly difficult to increase revenue in the medium and longer term.
The business plan depended on the continuing support of ELC to the extent of c. £90k pa. However, the agreement associated with the lease provides for this support to be removed after the first three years. Short of turning the building into a wholly commercial pub or club, we do not think it can ever cover its costs without a large element of continuing public subsidy. We do not think the public wishes to see such a purely commercial tenancy and usage for the building.
We knew that maintenance of such an old building would likely be problematic, and indeed the Council retained its landlord obligations for the fabric of the building under the lease. However, keeping up even with routine maintenance is quite difficult, while more substantial work (required for example to replace the roof-lights) proved problematic to arrange.
We have found from experience that responsibility for managing and running the building is very fragmented, despite the hard work put in by several ELC staff. Administrative responsibility is often unclear under the lease. When unexpected problems arise it is not clear who has authority. We think the building needs to be brought under the control of a full time manager, probably working to a specially constituted management group.
Future developments: returning to the Vision
The Board are using the AGM as an opportunity to re-engage with the membership, and to involve others across the Haddington Community in helping to determine priorities for the Trust to focus on over the next year. Some of these may be deliverable directly by HCDT – and some may involve working with others e.g. the Haddington and Lammermuir Area Partnership, HADAS, Haddington Business Association etc where our goals overlap.
Conclusion
This, the second year of the Trust has been difficult one. The Corn Exchange dominated the picture and the overall impression of the Trust felt rather bleak, however a determination to ensure the Trust can continue into its third year has been apparent over the last couple of months with potential new Directors being identified and a growth in membership. In the lead up to the AGM our Facebook page indicates a real interest in the work of the Trust and the new Board look forward to achieving some positive outcomes that improve Haddington for its residents and those work and visit our Town.
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