Minutes of the Annual General Meeting of Yarpole Community Shop Association Ltd.

Held electronically by Zoom on Thursday 24th June 2021 at 7pm

 1.         Welcome

The Chairman, Andrew Praill, welcomed 47 members to the second AGM conducted via Zoom, and expressed his sincere hope that next year we shall be able to meet face to face. The meeting was quorate. Members were muted except when individuals needed or requested to speak and the meeting was recorded.

2.         Apologies

            10 apologies were received.

 3.         Approval of the minutes of the AGM held on 7th September 2020

Approval of the minutes, which were made available electronically in advance of the meeting, was proposed by Val Ainsworth, seconded by Mary Edwards and passed unanimously.

 4.         Matters arising from the minutes of the 2020 AGM: None

 5.         Chairman’s report

The Chairman reminisced on the ‘eminently forgettable year’ which we have all experienced, pointing out that an undeniable outcome from the pandemic situation has been to show the importance of the Shop within our community. He thanked all volunteers - magnificently led by Kate Griffiths - and helpers, without whom the isolation of shielding would have been so much more difficult, and paid tribute to the professionalism and humour which Rowena brought to stocking the shop so efficiently and managing home deliveries with her team. The rise in turnover of sales was indicative of demand.

The community was thanked for adhering to the imposed biosecurity requirements, helping to achieve the very low level of infection in our area.

Thanks were offered to Helen Coverley for continuing to provide café facilities which contribute so much to the social wellbeing of the parish.

Regarding the Post Office, thanks were given to Rowena for continued sterling work behind the counter, Richard Davies for being our ‘go-to stand-in’ assistant, and Julian Stokes for standing-in so ably when needed, often at very short notice. Tony Corby, who sadly died earlier in the year, has been much missed in his role as stand-in Post Office Assistant.

The management committee was thanked as a team and for their individual responsibilities: Alex Jenkins, newspapers; Jon Pitt, Parishioner content; Rebecca Stanner, marketing; Sue Spencer, minutes and especially to David Cheshire, finance and so many other pieces of work. The chairman expressed disappointment that no new nominations for membership have been forthcoming, assuring members that no previous retail experience is needed and inviting people who may be interested to have a chat with him.

The Chairman is confident that the Shop will emerge from these difficult times stronger and highly valued and paid tribute to the foresight of those who instigated its birth 15 years ago. He finished by thanking members for attending the meeting.

6.         Receipt of the Financial Accounts for 2020

 i.         Acceptance by the members of the 2020 accounts

The Treasurer, David Cheshire, presented the accounts for 2020. Using the graph circulated prior to the meeting, he demonstrated the boost to sales during the year resulting from the pandemic.  This had resulted in a gross margin of 20.9% on sales and a net surplus of £8,476.  The administrative costs appeared to have increased greatly but he explained that this was partly due to the shop taking the opportunity to support St Leonard’s with donations towards the replacement heating system and to recognise the temporary loss of regular income from the Gallery and PCC.  After adjusting for these sums there was a clear indication that administrative costs were nonetheless rising due to factors mainly caused by the pandemic and which were likely to persist in the longer term.  This meant that the shop needed to maintain levels of sales substantially above those of 2019 to ensure a gross margin large enough to cover ongoing administration.

Members were shown an example of where admin. costs could be influenced by customers’ behaviour and that especially concerned payment methods used to settle customer accounts.   While the shop recognised that it was essential to offer the convenience of card payment this was a fairly expensive option and bank transfers or cheques remained the cheapest method – for example settlement of a £300 account balance would cost £2.74 by credit card (£1.84 by debit card) compared with 15p by bank transfer or 30p by cheque. 

Acceptance of the 2020 accounts was proposed by Brian Mitchell, seconded by Audrey Bott and passed unanimously.

ii.         To agree that the 2021 accounts may be prepared without an audit and presented with an accountant’s report

Explaining to members the current procedure, David Cheshire proposed the continuation of independent examination of the accounts. This was unanimously agreed.   

7.         Appointment of Accountants for 2021

David Cheshire recommended the continued appointment of Kendall Wadley as our accountants for the coming year.

This proposition and that in 6 ii. were proposed by Chris Howell, seconded by Ann Greer and passed unanimously.

 8.         Election of Management Board

No new nominations for committee membership had been received. The Chairman therefore proposed that a vote be taken, en masse, to re-elect the following:

a.         David Cheshire

b.         Alex Jenkins

c.         Jon Pitts

d.         Andrew Praill

e.         Rebecca Stanners

The proposal was proposed by Peter Lloyd, seconded by Chris Howell and passed unanimously.

Members were reminded that the committee is able to co-opt others onto the board and the Chairman reassured all that no specific retail skills were needed to be a valuable Board member.

9.         Special proposal:

                        i. To replace the current rules of the association with an updated set of rules.

The Chairman reminded members that this proposal follows on from the 2020 AGM when the management board were tasked with exploring the updating of the association’s rules. The proposed new rules based on the Plunkett Model Rules together with a document showing the key differences between the current and the proposed sets had been published in advance to enable members to consider the proposal. The chairman asked for questions or comments.

Avis Denny queried whether 5.12 implied that it would be possible for a year to pass without the Chair calling a meeting. Discussion followed, which included concerns about the centralising of power mentioned as being a possible outcome should the updated Rules stay as proposed, and suggestions that the Management should look again at the relevant section being queried.

Various ideas were put forward regarding ways in which this problem could be overcome. They included: adding a paragraph to address this issue in the Code of Conduct, which is to be an addendum to the Rules; inserting the need for at least quarterly meetings; inserting the need for ‘regular’ meetings.

The chairman explained the need to vote on the proposal to update the rules at a Members Meeting and pointed out the difficulties which may follow if there was not acceptance of the resolution tonight.

Jon Pitts commented that Plunkett Rules remove many of the strictures which can make difficulty and that Members can call an Extraordinary Members Meeting if the need arises.

A vote was taken on the original proposal which was passed unanimously and a commitment was agreed to amend that rule at the next Annual Members Meeting.

The Chairman thanked Avis for raising the issue and all those who shared comments.

10.       Shareholder vote to distribute a proportion of surplus funds to Community projects.

The Chairman provided brief information on each of the 11 project applications and a proposal from the management board to support all of them, with a combined total financial commitment of £8981.58. This approval was proposed by David Edwards, seconded by Val Ainsworth and passed unanimously.

11.       Closure of meeting

The chairman, who was thanked by Janet Chitham for the work done during this difficult year, closed the meeting at 8.05pm.