3. Minutes of SLD Annual General Meeting of 7 September, 2007 (circulated)

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1 SCOTTISH LANGUAGE DICTIONARIES MINUTES OF THE ANNUAL GENERAL MEETING HELD ON 12 SEPTEMBER 2008 IN THE CONFERENCE ROOM, DAVID HUME TOWER, GEORGE SQUARE, EDINBURGH Present: Mr W Aitken (SLD Board), Mr A E R Bell (Morton Fraser), Ms P Cairns Speitel (Senior Editor, SLD), Ms M Dareau (Principal Editor, SLD), Mr B Elliott (SLD Member), Ms E Finlayson (Editor, SLD), Mrs S F G Forde (SLD Member), Professor W Gillies (SLD Board), Professor C Kay (Convener, SLD Board), Mr J Lonie (Depute Convener, SLD Board), Mr W Mack (Secretary and Treasurer, SLD Board), Dr M Mackay (SLD Board), Mr L D M Mackenzie (SLD Member), Ms I Macleod (SLD Member), Dr D Robb (SLD Board), Dr C Robinson (Director, SLD), Ms E Small (SLD Board), Mr J Stuart (SLD Member). 1. Professor Kay welcomed SLD members and SLD Board members to the AGM of Scottish Language Dictionaries. She also welcomed Mr Adrian Bell from Morton Fraser who would advise the AGM on legal issues in the absence of Mr Rae. She said that she imagined that most of those present were aware of the current situation. The Scottish Arts Council (SAC) has turned down SLD s request for funding, as we no longer fit their remit under Creative Scotland. There was nothing wrong with the application, but SAC was reluctant to continue funding the dictionaries, which had been transferred to them by the Scottish Government. It may be that the solution for SLD will be to return to direct funding by the Government. A representative of the Audit of the Scots Language commissioned by the Scottish Parliament and overseen by Linda Fabiani has visited SLD and we await the outcome. Gavin Wallace, head of the literature department of SAC and David Taylor, SAC co-director of Arts, have continually told us that something will be worked out to secure the future of SLD, but the situation becomes more urgent with every day and SLD must be able to fulfil its commitments. The advice we have been given is to await the audit report. A key date is the SAC Board meeting on 25 September. The Special Resolution to be put to the AGM is designed to give the SLD Board room to manoeuvre. Professor Kay read out the list of apologies, including that of Richard of Wilson, SLD President, who sends his best wishes. Richard Wilson contributed a limited edition T-shirt to the recent fundraising auction. 2. Apologies Apologies had been received from Mrs C Aitken (SLD Member), Professor G Caie (SLD Board), Professor J Corbett (SLD Board), Dr J Coull (SLD Member), Dr G Enstam (Project Developer, SLD), Mr M Fitt (SLD Board), Professor A Fowler (SLD Member), Mr P Hills (SLD Member), Professor R E Lewis (SLD Member and Advisory Committee), Dr C Macafee (SLD Member and Advisory Committee), Professor A A MacDonald (SLD Member and Advisory Committee), Mrs M McGowan (SLD Member), Rev Dr J S Marshall (SLD Member), Mr I Matheson (SLD Member), Dr M Munro (SLD Member), Professor W Nicolaisen (SLD Member), Ms L Pike (Advisory Committee), Mr S Rae (SLD Board), Dr J H Williams (SLD Member), Dr D Waugh (SLD Member), Mr R Wilson (SLD President), Ms J Wood (SLD Member). 3. Minutes of SLD Annual General Meeting of 7 September, 2007 (circulated) There were no corrections to the minutes. Mr Stuart proposed that the minutes be accepted as a true record of the meeting. Ms Small seconded and Professor Kay and Mr Lonie duly signed the minutes. Matters arising There were no matters arising.

2 4. Report on the Year s Activities (Dr Christine Robinson) Dr Robinson read the following report: This has been a difficult year in many respects. The withdrawal of flexible funding by SAC from April of next year and the resultant uncertainty has undeniably been a serious blow to staff morale and a major hindrance to forward planning and fundraising. Nevertheless, I would like to pay tribute to the staff for rising to the challenge and has been not just a year of disappointment but also a year of achievement. The Scots Audit, a report commissioned by the Scottish Parliament to investigate the provision for the Scots Language visited our offices and we made our submission in writing. A preliminary draft of the Audit will be made available to SAC for the meeting of their Joint Board on 25 th September and we hope to have some news about future funding shortly thereafter. Dr Scott has taken up a teaching post at Salford University and we all wish her well. She made a valuable contribution to the work of the dictionaries over the five years that she was here and she will be missed. In spite of all, we have made considerable progress over the year. The National Word Collection is now being tested by Ms Finlayson and Ms Speitel. I have reported to the board on several occasions that it was almost complete and that was true, but there were a very large number of little foutery things that had to be resolved because of data amassed over the years without any conception of the powers and demands of modern computing. We really will be able to make a public statement about this very soon. Word from the Weans: A smaller database, but one which intrigued Mr Evans when he visited us as part of the Scots audit, is the outcome Ms Finlayson s work on St Ninian s School Word from the Weans Project. We hope to have a meeting very soon with a small executive committee from P7 who will decide how this project is to be taken forward with SLD as facilitators. The Niddrie and Craigmillar project, looking at intergenerational language transmission, was brought to a very successful conclusion with a joint session where S2 pupils from Castlebrae and elderly residents from the community met together to discuss language and a number of social issues. Both groups got a lot out of the meeting and SLD benefited with a boost to the word collection. Scots Spoken Here a book to be published by Luath as an outcome of the Leith project is in preparation and will be published by Luath after the second edition of Scotspeak (which Dr Robinson co-authored for the SLC). Apart from maintaining a file of changes to be made to the Dictionary of the Scots Language (DSL), no progress has been made on updating it. This can only be attempted when additional staff are available. Outreach in the form of university teaching was a major source of income towards the end of 2007 and through Bookings have been taken for the coming academic year. Community Outreach continued with visits to everywhere from the Erskine Burns Club to Glenochil Prison and Shetland ForWirds addressing language enthusiasts, history groups and singers. The Leith Festival and the Edinburgh Book Festival events were well attended and conference papers were given in Chicago, Belfast, Edinburgh, Pitlochry, Edmonton and Helsinki. We have had good press coverage and a few radio opportunities this year including Word of Mouth on Radio 4, the Reel Blend and Talk 107. Several of these events featured the wee books, our Say it in Scots series which seems to be selling well and we hope these books might bring in a little in the way of royalties. They are certainly helping to increase our visibility. A special offer on Compact SNDs went so well that we are now sold out of hardbacks although there are a number of limp-cover volumes available. The charity auction raised over 900 and we are still listed as a charity on ebay so if you are selling 2

3 something you can donate part or all of the profit to SLD. We continue to work with and take an active part in other organisations with an interest in Scots such as the ASLS, the Literature Forum, the SLC and the SLS. Itchy-coo have kindly offered to publicise the wee books in schools. We have been making the most of Jamieson s 200 th anniversary with talks and articles and the NLS are mounting a small exhibition in his honour, also featuring our dictionaries. We are heartened by the positive support we are getting from international scholars, a number MSPs and other Scots and Gaelic organisations. We shall continue to lobby for support at Holyrood and the board and members will be kept informed of any developments regarding funding. CSD2 Over this year, a number of crucial procedural and editorial decisions were made which have enabled us to tighten up our projected timescale for completion within five years. This was calculated on the basis of Dr Scott working as a full-time editor. Her leaving is something of a setback, but we have for some time been aware of the need to recruit and train new lexicographers to keep the continuity of Scots lexicography moving on. We have one complete file ready for processing by Mr Peter Bell prior to testing with the lexicographical software, Tshwane-lex and Dr Robinson is currently working on a route-map of the tagging system to facilitate this. Ms Dareau and Ms Speitel are keeping up to their set schedule and absorbing some of Dr Scott s work in addition to their own. Dr Robinson is taking on the role of the missing editor as time permits, but there is still a bit of time slippage meanwhile. Ms Speitel is producing a style sheet which will help to speed us up, ensure consistency and enable new staff to be involved more effectively. Further to her report, Dr Robinson added that if the worst came to the worst and SLD had to be wound up, DSL would have to be withdrawn from the internet. She also thanked Ms Small for her suggestion that SLD should participate in more festivals, which had resulted in some publicity for SLD. Mrs Forde asked for more information about the style sheet referred to in the report. Dr Robinson explained that every element of CSD2 is tagged to keep the format consistent so that Mr Bell can write instructions for the computer. Dr Robinson added that anybody was welcome to visit SLD to learn more about how dictionaries are made. 5. Report on Fund-raising Activities (Dr Robinson) In the absence of Professor Corbett, Dr Robinson summarised SLD s fundraising activities. She said that the results of the stage and screen auction had been disappointing. However, it had caused a flurry of press interest. A lot of extra finances have come from the university teaching undertaken by staff some of it unconnected with Scots, but this was difficult to keep up with. The most satisfying outreach projects were those out in the community. Due to the current uncertain financial situation, grant applications are in temporary abeyance. However, once the new university session starts, we will reconvene the Publications and Projects Committee. Dr Mackay said that she appreciated the energy and time that goes into securing funding for projects. Dr Robinson said that the amount of effort put into the Lloyds TSB application for the Niddrie and Craigmillar project was not worth the financial return. Professor Kay added that it was an unhealthy situation that staff were having to take on outside work to pay their own salaries. Ms Dareau said that ideally there should be a separate section of SLD dedicated to outreach, but that the organisation was too small to do both outreach and lexicography. Dr Robinson said that while it would be good to have someone else on the staff with a qualification in teaching, it was also important that they should have a qualification in research. 3

4 Professor Kay said that SLD would continue to press for extra staff. She said that SAC would have given us more money for extra staff if they had continued to fund us. Dr Robinson said that we also need someone to maintain the online dictionary. This is becoming urgent as we are collecting a list errors to be corrected and improvements to be made. This contrasts with OED who are currently revising large sections of their dictionary. Mrs Forde pointed that OED can afford to purchase books. Ms Speitel said that she had recently visited a public library in Glasgow who were disposing of stock and was able to pick up several boxes of books to fill some of the gaps in SND s early collections. Dr Robinson said that SLD has received a donation of copies of a CD on how to pronounce Scotch Whisky names. These are available for sale at 5.00 each. Professor Kay said that this would have been a good year if it had not been for the shadow cast by the current financial uncertainties. 6. Treasurer s Report (Mr Mack) Regular attendees at the AGM will know that SLD s Accounts are produced by our Auditors, Baker Tilly. The Auditors produce the accounts from the Financial records which we keep and they are satisfied that the Accounts are a true reflection of the financial position of the Company. This year, once again, thanks to the efforts of Gwen Enstam and Peter Bell, the Accounts were made available on the SLD website in advance of the AGM. Throughout the Accounts, Directors are referred to as Trustees. This may appear strange in the case of SLD but it is in accordance with The Guidance issued by the Office of the Scottish Charity Regulator (OSCR) which defines the governing body of a charity as charity trustees whatever their title whether it be Director, Committee Member etc. OSCR was established in 2005 and is the comprehensive and coherent regulatory framework for charities in Scotland. It is the statutory regulator of the charity sector in Scotland and SLD s Accounts have been produced taking account of OSCR guidelines. In the Trustees Report, the Financial review section on Pages 7 and 8 provides a summary of the current position. The main source of funding is the Scottish Arts Council and the Grant for was The grant has not been increased for the present financial year. Details of additional Scottish Arts Council grants, other grants and principal funding sources are detailed in this section: Scottish Arts Council Main grant Aurelius Trust 2000 Other Grants & Donations 1585 Royalties 3220 Outreach Earnings 8907 Memberships 3588 (Total ) The bulk of the Total Expenditure of was Employees Salary costs of with Rent of Premises of 9279 being the next largest area of expenditure and the remaining 7271 being day to day running expenses. As stated in the Income and Expenditure Account on Page 10, by the end of the financial year the total outgoing funds exceeded the incoming funds by As a result of the balance of 6730 brought forward from the previous year, 4822 funds remained. 4

5 The forecast for the financial year shows a steady position, with outgoings and income keeping pace with each other to create a balanced budget for the current year. As things stand at the moment, the significant uncertainty is the situation requiring the Special Resolution as a consequence of the Scottish Arts Council s decision not to award Scottish Language Dictionaries Flexible Funding for Professor Kay will explain this situation in more detail. Mr Mack then invited questions. Dr Mackay moved that the Auditor s accounts be approved, seconded by Mr Aitken. 7. ORDINARY RESOLUTIONS Ms Finlayson reported that 7 proxy votes have been received, all of whom voted for all the resolutions. Resolution 1 That the documents comprised in the Accounts be received. It was agreed that the accounts be received. Resolution 2 That William Aitken, who retires by rotation, be re-elected as trustee of the Company. Resolution 3 That John Corbett, who retires by rotation, be re-elected as trustee of the Company. Resolution 4 That Richard Johnstone, who retires by rotation, be re-elected as trustee of the Company. Resolution 5 That Margaret A. Mackay, who retires by rotation, be re-elected as trustee of the Company. Resolution 6 That Rhiannon Purdie, who retires by rotation, be re-elected as trustee of the Company. Resolution 7 That Christian Kay be re-elected Convener of SLD. Resolution 8 That James Lonie be re-elected Depute Convener of SLD. Resolution 9 That Baker Tilly CA be appointed as auditors of the company and to authorise the trustees to fix their remuneration. Mr Mack declared himself satisfied with Baker Tilly and nominated them to be appointed as auditors. The resolution was passed. 8. Special Resolution (Christian Kay) THAT 1. The Board be and is hereby authorised to take such measures as it deems necessary to ensure the long term future of the company and its staff; and 2. If the Board (in its sole discretion) is unable to ensure the future of the Company then, if the Board think fit, the Company be wound up and after settling its liabilities, any remaining assets of the Company be transferred to another charity having similar objects to those of the Company identified by the Directors at their sole discretion. Professor Kay said that the Special Resolution had been approved by Mr Rae of Morton Fraser, SLD s legal advisor on the Board. The resolution was an emergency measure to allow the Board some room to manoeuvre in the current situation and was intended to run until the next AGM. It would allow the Board to react to whatever happens in the next few months. This may involve calling extraordinary meetings. She also said, however, that Board was confident that we will not have to wind up the organisation. The financial situation was healthy, a temporary replacement for Dr Scott would be appointed and some members of staff had been given extra hours. She said that the key decisions should 5

6 have been taken by December and that David Taylor, SAC co-director of Arts, was well aware of the need for both short term and long term solutions. There followed some discussion about the wording of the resolution. Mr Mackenzie said that he was surprised by the tenor of the resolution. He pointed out that the SAC has not yet decided which organisations they will fund and that a number of Scottish language organisations are suffering from the same problems. He said that paragraph 1 of the resolution was a redundant expression as the Board already had the power to take measures to ensure the long term future of the company. He said that paragraph 2 should state that if the Board felt that the company was no longer viable they would call a special general meeting. He said that these powers should lapse after a certain date, but that no terminal date was given in the resolution. In response, Mr Adrian Bell said that the intention of the resolution was to underline the principle stated in the first paragraph and to give the Board flexibility to act without the need to call a further meeting (with attendant delay and cost). If the only choice of the Board was to stop trading they would have to ensure that the company had enough money to meet all its liabilities. The decision to stop having been made by the Board, they would then have to take steps to complete the formal process of winding up the company as, under the constitution of the company, it is the membership that decides what happens to the company s surplus and assets not the Board. Mr Mackenzie was correct that, were the resolution passed this could be done without another meeting of the members. Mr Bell said that he did not think that it would be necessary to formally appoint a liquidator, as all the creditors would be paid and the Office of the Scottish Charity Regulator (OSCR) would be likely to allow SLD to undergo an informal process of winding up by making an application for striking-off to Companies House. Mr Mackenzie thanked the Board for putting the special resolution on the table but said that he would not vote for it. Mr Bell said that the resolution could be amended, for example an end date could be added, but material changes could not be made at the AGM. Mr Bell said that it would be possible, in accordance with the 2006 Companies Act, to send out an amended resolution in writing or by electronic communication with members. He said that the AGM had a choice as to whether it should vote now to give the Board extra powers or whether to come back later and vote then. Mr Stuart said that having to call a special meeting later would give greater emphasis to the situation we are in and would give us greater power than if we voted now. Professor Kay said that the resolution served to raise the level of awareness about the seriousness of SLD s situation. Mrs Forde agreed that the resolution had done the job of clarification. Mr Bell said that if no-one wished to move the resolution it would not go to a vote. In that case the proxy votes for the Special Resolution would not count. The resolution was not moved and so fell. 9. AOCB Parliamentary motion in support of the Scots Language Mrs Forde said that she has written to MSP s in her area (Kinross-shire) on behalf of the Scottish Language Centre asking them to support the motion that the Leader of the Liberal Democrats and MSP for Shetland Tavish Scott MSP has lodged demanding that the Government supports the Scots language after he was contacted by Shetland ForWirds raising concerns about SAC funding cuts. She said that supporting the motion may help to put pressure where it is needed. Companies Act Mr Rae had recommended that changes in the Companies Act be presented to the AGM (see Appendix). Mr Bell said that the 2006 act aims to codify the duties of trustees, expands on the factors which trustees must bear in mind when making decisions, and looks at stakeholders in the broader sense. Directors can (in exceptional circumstances involving their allowing a company to continue to trade in circumstances in which it is proper to conclude that the company will not be able to meet its debts) be liable for the 6

7 debts of the company they control and need the flexibility to stop the company when funding is not forthcoming. 10. Vote of Thanks (Mr Lonie) Mr Lonie thanked the staff of SLD, who despite the current difficulties, have had a successful year. He especially paid tribute to Dr Robinson. He also thanked his colleagues on the Board particularly Professor Kay and everybody involved in the efficient conduct of the AGM. Finally he thanked SLD staff for providing the refreshments which were to follow the meeting. Appendix COMPANIES ACT DIRECTORS DUTIES Many of the provisions of the Companies Act 2006 dealing with directors duties came into force on 1 October The Act introduces for the first time a statutory statement of directors duties which will replace many of the duties that previously existed at common law. The principal duty falling upon a director is to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. The Act goes on to set out a list of factors to which a director must have regard in making decisions being:- the likely consequence of any decision in the long term; the interests of the company s employees; the need to foster the company s business relationships with suppliers, customers and others; the impact of the company s operations on the community and the environment; the desirability of the company maintaining a reputation for high standards of business conduct; and the need to act fairly as between members of the company. The duty applies as much to the individual director making a decision as it does to the board acting collectively. These provisions were controversial as they passed through Parliament and there is still a lack of clarity especially around the extent to which directors should demonstrate that they considered each of these factors in making decisions. Should minutes reflect a careful consideration of each element? As the Bill was making its way through Parliament Lord Goldsmith said There is nothing in this Bill that says there is a need for a paper trail.i do not agree that the effect of passing this Bill will be that directors will be subject to a breach if they cannot demonstrate that they have considered every element. It will be for the person who is asserting the breach of duty to make that case good. This is bound to be a developing area of both law and practice over the next few years. The courts will be asked to rule on the propriety of decisions made. It is likely that, almost by definition, these decisions will be made in relation to less well run companies. The courts will however have to consider both the thinking processes carried out by boards and directors and the evidential quality of their approaches to recording their decisions. 7

8 What should directors and boards do? In our view substance will matter more than form it will be more important to have properly considered any decision with the factors in mind than it will be to pay lip service to the rules by recording consideration of the factors in minutes without having properly thought about them. The GC100 Group of senior legal officers of FTSE 100 companies have published some best practice guidance for companies. Their view is that companies should ensure (a) that all directors are aware of their duties; and (b) that in preparing board papers, presentations etc., proper consideration is given to the relevant factors they suggest best practice should not require the inclusion of a negative statement in papers or minutes where a factor is clearly irrelevant. The GC 100 Group recommend that minutes do not be used as the principal medium in which to record the consideration of the factors. This advice seems sensible to us for the larger and more formally organised company and board. What about the smaller and medium sized company where decisions are made by one or two individuals and perhaps not at formally constituted board meetings? The rules apply and directors should be aware of their duties and the factors to consider. They should consider them. Where the decision is an important one they should ensure that they find a way of recording their consideration of the factors. One possibility is to include in minutes a simple a statement to the effect that the factors set out in Section 172 of the Act were considered: it is our view that, while this is better than nothing, it would be better for directors and boards making major decisions to carefully record (probably outwith the minutes) in a paper referred to in the minutes the basis of the decision reached. Where no papers are produced for consideration by the directors, the minutes should contain some evidence of consideration of the relevant factors and, where factors are considered irrelevant for a specific reason (i.e. the factor is not patently irrelevant), we would recommend the inclusion of a reason for the rejection of consideration that factor. It demonstrates thought. This is a real change in the landscape as far making and recording company decisions are concerned. The starting point is for directors, when making material decisions, to think properly about their actions in the light of their duties. That satisfies the duties it is then a matter of demonstrating that, which will always be a secondary (although potentially important) consideration. Contact Details: Name: Adrian Bell DDI: adrian.bell@morton-fraser.com The contents of this article are for information only and are not intended to be construed as legal advice and should not be treated as a substitute for specific advice. Morton Fraser accepts no responsibility for the content of any third party website to which this article refers. Morton Fraser LLP is authorised and regulated by the Financial Services Authority. 8