AGM Minutes – 11th April 2021
The meeting opened at 11.00 hrs.
Members of the Board of Trustees of SSC Present:
John Rose (Chairman), James Robson (Vice Chair), Jim Cusiter (Hon Secretary), David Rice (Hon Treasurer), Graham Mackenzie, Phil Stephen.
Members of the Executive Committee of SSPL Present:
John Rose (Chairman), Jim Cusiter (Hon Secretary), David Rice (Hon Treasurer), Doug Brodie.
A further 39 Members joined the Zoom meeting.
1. Chairman’s Welcome Address
The Chairman welcomed members to the meeting and thanked them for embracing the technology of zoom meetings which have become a necessity due to COVID restrictions which hopefully will have been relaxed before our next AGM. One positive point noted was the higher number of members joining the meeting compared to recent years.
The Chairman outlined some of the significant organisational changes that had taken place with the setting up of the new registered charity and thanked all those involved in the considerable efforts in implementing the changes. Despite the fact that no sailings took place in 2020 due to COVID restrictions, it has been a very busy year.
The Chairman thanked Doug Brodie for his work on behalf of SS Shieldhall over nine years as Chairman and also those members of the ECM who with the implementation of the new Charity and the changing role of the ECM have stood down during the year.
2. Apologies were received by the Secretary in advance of the meeting from:
Vivien Moore, Tony Holley and Barry Quest.
3. Minutes of the SSPL AGM held on 7th April 2019 and Notes on Key Decisions relating to the cancelled SSPL AGM in 2020
After a proposal from Doug Brodie, seconded by Dave Rice, the minutes were approved as a correct record and signed by the Secretary and the notes on the Key Decisions from 2020 were adopted as a true record.
4. Review of the New Organisation and Business Plan (Chairman)
The Chairman updated the Members on the new organisation structure set up with the establishment of the Steamship Shieldhall Charity and a new Board of Trustees. The Chief Operating Officer (Phil Stephens) assisted by an Operations Committee is responsible for all maintenance and operational aspects of the ship with four department heads reporting to the COO. A new Fundraising Committee, Governance and Compliance Committee and a Communications Work Group have been set up. Some of the changes in focus are necessary to satisfy Charity Commission Guidelines and in some cases the expectations of potential sponsors.
An important development has been the securing of a long-term agreement with ABP which allows the use of Berth 110 for embarking passengers and hosting alongside events. This followed on from part of the Resilience Project studies which confirmed that Southampton remained the best location for Shieldhall.
The outline of the recently completed Business Plan 2021-25 was presented.
As a former Chairman, Doug Brodie expressed his full support for these initiatives and thanked John Rose and all those involved for the significant progress being made.
The full text of the Chairman’s presentation will be available to members via the members section of the website.
5. Treasurers Report
The Treasurer informed the meeting that at the April meetings of the Charity Board of Trustees and of the Society Executive Committee he had presented the Annual Report and Accounts of each which were approved and adopted.
The Treasurer explained that under the formal agreement between the Society and the Charity which came into effect on 1st July 2020, all financial transactions in respect of transferred responsibilities are now carried out by the Charity and this is reflected in the two sets of accounts. Assets and liabilities were transferred to the Charity except for ownership of the ship and the associated shares register which remain with the Society.
The Report and Accounts for the Charity now contain more information than was the practice for the Society due to the need to comply with Charity Commissions guidelines. Additionally, to satisfy Charity Commission Guidelines, a Reserves Policy has been formalised which is based upon having a designated reserve fund and a general reserve fund. The intention is to have a designated reserve of £250k and a general reserve of £50k. The reserves will be established from the significant income recently received from legacies.
After a proposal from Graham Mackenzie, seconded by Phil Stephen, the Annual Report and Accounts of both the Charity and the Society were adopted by the membership. A copy of each will be posted on the website.
Graham Mackenzie also proposed a vote of thanks to Dave Rice for two excellent sets of accounts and the work that had gone into producing them while working with new accountants and Charity Commission requirements. The vote of thanks was duly endorsed.
6. Appointment of an Auditor
The Treasurer proposed that the practice of having the accounts independently audited be continued and that the SSC Board of Trustees should be authorised to appoint an auditor and agree and pay the auditor’s fees.
A motion to accept the proposal was put by James Robson, seconded by Monica Kitchenside, and duly approved by the members.
7. Report of the Membership Secretary
The Membership Secretary was unable to join the meeting and his report was presented by the Secretary.
Membership figures were reported as:
- Hon Members 19
- Life Members 265
- Annual Members 570
- TOTAL 854
The figures include 53 new members recruited during the last year. This is higher than recent years partly due to the fact that some passengers booked on cancelled cruises had donated the price of their tickets and in exchange were offered a free membership for a year. Additionally, the new facility to join online was also encouraging new members to sign up.
The renewal period for annual members has just started and the expectation based upon previous years is that some will not renew, and possibly total membership will eventually be around 825.
8. Review of Membership Subscription Rates Applicable from 2022
Membership subscription rates have not been increased since 2016 and the Membership Secretary and a small work group have undertaken a review of current rates and recommended that the new rates applicable from 2022 should be as follows:
- Single Membership £25 (unchanged)
- Joint Membership £38
- Single Junior Membership (under 18) £10 (unchanged)
- Life Membership £1000 (unchanged) £1000
The unwaged rates will be discontinued for existing members from 2022 and for new members with effect from 1st April 2021. The work group also considered additional benefits to encourage membership but due to the potential impact on Gift Aid and VAT, these will only be considered for implementation after specialist advice.
The change in membership subscription rates has already been endorsed by the Board of Trustees and the ECM and approval was requested of the AGM.
A motion by Doug Brodie and seconded by Monica Kitchenside to adopt the new rates was approved.
9. Appointments to the new SSPL Executive Committee
The Chairman advised the meeting that to reflect the changes in the organisation, the number of members of the ECM had reduced to six with Sam Dobell, Barry Eagles, Andy Mabbett, John Phelps, and James Robson standing down in June 2020. (Rosie Jacob passed away in 2020). From June 2020 the ECM has consisted of John Rose (Chariman), Jim Cusiter (Secretary), Dave Rice (Treasurer), Doug Brodie, Tony Holley and Barry Quest. In accordance with the Constitution, Dave Rice, Tony Holley and Barry Quest are required to stand down by rotation. All have agreed to stand again and in the absence of any further nominations, Rule 41c determined that they are thereby re-elected.
Support of the appointments was proposed by Phil Stephens and seconded by Monica Kitchenside and duly adopted.
10. Appointment of Trustees of Steamship Shieldhall Charity
The Chairman advised the meeting that the maximum number of trustees according to the Constitution is ten and currently there are six trustees most of whom have already served as members of the ECM. James Robson and Dave Rice have resigned as trustees but will continue to support the Board activities through involvement in committees and work groups. Dave Rice will continue in his role as Honorary Treasurer as an Officer of the Charity until a replacement treasurer has been identified. The Chairman thanked James Robson as Vice Chair and Dave Rice as Treasurer for their valued support and help with the challenges of setting up the new Charity.
A recent initiative to recruit new trustees has been very successful with 21 applicants from within the membership and externally. After an evaluation of candidates six new trustees have been selected for endorsement by the AGM.
The proposed appointments of new trustees are:
- Cecilia Abert
- Haydn Chappell
- Stephen Farrington
- Martin Phipps
- Ruth Sloss
- Paul Smith
Jim Cusiter and Graham Mackenzie will remain as short-term members of the Board of Trustees. Jim Cusiter will continue as Honorary Secretary but a potentially suitable candidate to take on the role has been identified and it is anticipated that a transition will take place during 2021.
A proposal by Julian Caesar and seconded by Graham Mackenzie to approve the appointment of the new trustees was duly adopted.
The new Board of Trustees will therefore be
- John Rose – Chair
- Jim Cusiter – Secretary
- Cecilia Abert
- Haydn Chappell
- Stephen Farrington
- Graham Mackenzie
- Martin Phipps
- Ruth Sloss
- Paul Smith
- Phil Stephens
11. Chairman’s Closing Remarks
In closing the formal part of the meeting, the Chairman thanked all the active volunteers and those past and present members of the Executive Committee and the Board of Trustees of the Charity whose work and dedication continue to contribute so much to the success of Shieldhall. COVID has made the past year very eventful and difficult for all but there is an optimism and determination to get SS Shieldhall sailing again with passengers in 2021 and the new arrangements for the use of Berth 110 will allow us to fulfil the potential of hosting events outside the sailing season. With the majority of changes now behind us, we have the satisfaction that firm foundations are in place to build a successful and long-term future for SS Shieldhall which will fulfil the objects of the Charity and the original aims of the Society. We do of course still need as many members as possible to come forward to volunteer since we cannot function without volunteers.
The formal meeting closed at 1205.
Provisional date for the next AGM is:
Sunday 3rd April 2022
Notes on Information Presentations made upon completion of the AGM:
1. Operations Committee – Phil Stephens (Chief Operating Officer)
COVID lockdown has meant restrictions on the number of volunteers permitted onboard but progress has still been made on normal winter maintenance and preparations for the 2021 sailing season. Drydocking at Falmouth is planned for mid-May with the sailing season due to start in late June.
Preparations for the 2021 season have included measures onboard to comply with COVID guidelines. Money received from the Heritage Emergency Fund and the Culture Recovery Fund has helped meet the costs involved. The work of Graham Mackenzie with help from Jo Watson in managing these funding applications was recognised.
Despite COVID lockdown and a lack of sailings in 2020, the ship continues to be listed as the No 1 Tripadviser attraction in Southampton and has also won the Tourism Southeast Gold Award for 2020-21. The new Website has been very well received and is helping with ticket sales and marketing.
2. Heritage Lottery – Resilience Project – Graham Mackenzie (Project Director)
The Resilience Project funded through the National Heritage Fund was designed to help develop aspects of our business and organisation and set us up for the future. Most of the work is now completed and the project will end in June 2021 within the grant award of £85k.
A separately funded project was undertaken to try to alleviate the small leakages of diesel fuel from bunker tanks which have been experienced since the mandatory switching to burning diesel fuel. This involved the ring welding of rivets on the shell frames which were thought to be the pathway for the leakages. This proved unsuccessful and an alternative of using special paint to seal the frames is being implemented in the starboard tanks.
Successful applications for grants under the government sponsored COVID Heritage Emergency Fund and the Culture Recovery Fund are helping with the preparation for sailings in 2021. Some of the funding will contribute towards drydocking costs.
3. Fundraising Committee – James Robson
The importance of fundraising has long been recognised but is now getting more focus with specialist support being available. Over the years a lot of Lottery funding has been awarded but this has been for restoration and preservation of the ship and is not available for covering operating costs. The MCA requirement to drydock the ship annually has highlighted the need for external funding. It is estimated that we need to raise around £30k per year from external funding. This is against a background of trusts and foundations getting short of money.
Members can help through small actions – using gift aid, signing up for the 50/50 lottery, signing up for Amazon Smile or Easy Fundraising when making purchases. Remembering Shieldhall in your will is another important way of helping.
4. Communications – Haydn Chappell
A Communications Work Group has been established to try to better manage and coordinate external communications. A Communications Protocol has been endorsed by the Board. Scheduled press releases and marketing publicity is being coordinated through Lewis Folland and Nigel Philpott.
Other matters being considered include wider distribution of the magazine for publicity and marketing, review of existing films/videos – possibly editing to shorter versions, standardised presentation material to be available for use by members and possibly an email newsletter once per month to members.
5. Archiving -David Start (Archivist)
David Start gave a short update on the plans for developing an archive.
Discussions have taken place with Graham Mackenzie, John O Hare and others to get an outline of material held and where. Work is progressing on a workshop for volunteers to introduce the archive. A request was issued for more members to come forward as volunteers to help with establishing the archive.
The archive will possibly include an oral archive of volunteers and others recording their work and experiences of Shieldhall. It was also suggested that a photographic record of changes to the ship be maintained.
All business was concluded at 12.55.
JMC. Hon Secretary