MINUTES OF GENERAL MEETING OF KRESY-SIBERIA (UK) 1 AUGUST 2014

Transcription

1 KRESY-SIBERIA Dedicated to research, remembrance and recognition of Poland s citizens struggles for freedom and survival in the Eastern Borderlands and in forced exile during World War II MINUTES OF GENERAL MEETING OF KRESY-SIBERIA (UK) 1 AUGUST 2014 THE COMPANIES ACT 1985 AND 2006 Company No Registered Charity Incorporated on 27 June 2009 Amended on 18 June 2010 UK Partner, Kresy-Siberia Virtual Museum UK@Kresy-Siberia.org Kresy-Siberia Foundation

2 KRESY-SIBERIA Dedicated to research, remembrance and recognition of Poland s citizens fighting for freedom and survival in eastern Poland and in forced exile during World War II Kresy-Siberia Foundation. Registered in Warsaw (KRS ) and around the world. Kresy-Siberia (UK), 7 Barnstead Ave, Withington Manchester M20 4UL T UK@Kresy-Siberia.org MINUTES OF EXTRAORDINARY GENERAL MEETING 1 August 2014 Kresy-Siberia (UK) Registered Charity Company Limited by Guarantee Member Present: Stefan Wiśniowski (authorised representative of Kresy-Siberia Foundation, Chair) Guests: Olivia Alford, Tim Bucknall (scribe) 1. Welcome to guests and approval of previous minutes As the authorised representative of the sole Member, Stefan assumed the Chair and opened the Extraordinary General Meeting at 21:42, declaring that a quorum of Members was present. The Member, who had the power to cast 100% of the votes that may be cast at the meeting, agreed that the requirement for all meeting notices be waived in accordance with Article 2.1 of the Memorandum and Articles of Association. The Chair welcomed Olivia and Tim, both members of the Kresy-Siberia Foundation Executive Committee, as guests. He noted that the current Trustees were also all invited to attend with 3 weeks advance notice and that, notwithstanding the need for a subsequent medical postponement, no other trustee other than him had expressed the intention to attend the meeting as guests. The minutes of the previous meeting were then presented for approval. Members General Resolution No That the Member approve the minutes of the Annual General Meeting of 7 February Resolution No carried. ACTION 1.1 Stefan to sign the approved minutes of the AGM held on 7 February 2013 for the record book. 2. Charity Trustees Members General Resolution No A: That all incumbent Trustees be thanked for their contributions to the Charity. Resolution No A carried. Stefan, as the Member s representative, thanked all incumbent Trustees for their contributions to the Charity and expressed the hope that they would continue to contribute to the work of the Charity. He noted for the record that the current set of Trustees have made phenomenal KS UK EGM minutes docx Fundacja Kresy-Syberia / Kresy-Siberia Foundation 1 / 4

3 KRESY-SIBERIA contributions, going way above call of duty to operate as perhaps the most effective branch of Kresy-Siberia. Stefan then explained that in June, the Foundation Executive Committee had proposed naming two additional UK Charity Trustees, both recently named to the Executive Committee. As Foundation President, he had discussed both candidacies informally with individual UK Trustees and a range of views had been expressed. Since the June EC meeting, Mirka Wojnar, as Kresy-Siberia Foundation Executive Committee member and KS (UK) Chair of Trustees, had undertaken additional consultations about these new appointments with the incumbent Trustees. She reported that several Trustees had questioned the Foundation s legal right as sole Member to appoint Charity Trustees. One Trustee, Helen Bitner apparently had obtained informal legal advice that the established KS(UK) Trustee election practices were illegal and that Trustees to Kresy-Siberia (UK) must be elected by majority vote of the current Trustees on the Kresy-Siberia (UK) Board. Although these claims had been comprehensively refuted by the Kresy-Siberia Foundation, their expression had raised uncertainties as to the legitimacy of the incumbent Trustees, since they all had been elected or re-elected under the questioned procedures. In order to eliminate such destabilising uncertainties, the originally planned Trustee election had been postponed by one month to allow for the informal legal advice to be validated. As it happened, the legal advice procured by Trustee Helen Bitner confirmed in writing the Foundation s legal right as sole Member to appoint Charity Trustees. Secondly, a mechanism previously employed at the 2011 and 2012 AGMs was invoked to legitimise the full board of Trustees, by declaring all of the incumbent Trustee positions vacant subject to immediate elections of at least 2 Trustees. Members General Resolution No B: That the positions of all incumbent Trustees be declared vacant, subject to at least 2 Trustees being immediately elected. In accordance with Article 3.5(4) of the Memorandum and Articles of Agreement, the incumbent Trustees had all been invited to present their views at the EGM and to have them considered prior to the vote on this resolution. None of the incumbent Trustees, other than Stefan Wisniowski, expressed a desire to attend the meeting as invited, but rather rejected the proposed election procedure. Mirka Wojnar wrote: This meeting should not be taking place (as our [past] appointments are in accordance with everything you yourself have set up). Eva Szegidewicz wrote: please record in the minutes of the EGM my serious concerns and reservations about the procedure for electing and appointing new Trustees by the sole Member (Kresy-Siberia Foundation) without consulting existing UK Trustees. Resolution No B carried. Having considered the statements of the incumbent Trustees, the positions of all incumbent Trustees were declared vacant, subject to at least two Trustees being immediately elected. The incumbent Trustees and several other eligible individuals had all been invited to consider and to indicate whether, if elected by the Member, they would accept on-going roles as Trustees. Stefan noted that several conditions had been established by the Member for eligibility for election, as outlined in Resolution , following. Stefan also reminded that, in order to discourage any conflict in loyalties, all of the support charity directors around the world, including the KS(UK) Trustees, would also be appointed to a formal role with the Kresy- Siberia Foundation, with specific duties to be announced in the near future. KS UK EGM minutes docx Fundacja Kresy-Syberia / Kresy-Siberia Foundation 2 / 4

4 KRESY-SIBERIA 3. Election of Trustees to fill vacancies arising Members General Resolution No : That the Member elect at least 2 Trustees to fill the vacancies arising, each subject to their acceptance of the position, their signing a declaration of eligibility* and willingness to act as a charity trustee of the Charity, their signing the Kresy-Siberia Code of Conduct, their annual payment of at least the recommended Friend subscription fee and their agreement to faithfully represent the interests of the Charity in its role supporting the work of its founding Member, the Kresy-Siberia Foundation. Olivia Alford, Tim Bucknall and Stefan Wisniowski were all nominated for election as UK Charity Trustees at a Kresy-Siberia Foundation Executive Committee meeting on 28 July 2014 and all 3 met all the above conditions. Helen Bitner, Eva Szegidewicz, Krystyna Szypowska and Mirka Wojnar were all nominated by each other in s received by the EGM Chair, Stefan Wisniowski. Their status was a follows:: Helen Bitner met all of the eligibility conditions, but wrote: no, I don t want my name to go forward for nomination. Eva Szegidewicz had not signed the Code of Conduct. Krystyna Szypowska had not signed the Code of Conduct and wrote: After 5+ very intense years of effort, I said that I needed to scale back my involvement, and restrict my activities to those directly linked to the KSVM... I will continue to devote my efforts to the KSVM and to K-S Canada." Mirka Wojnar had not signed the Code of Conduct, saying that it did not sit well with her. In light of the above, the Member resolved to elect all of the nominees who were eligible for election as Charity Trustees, being Olivia Alford, Tim Bucknall and Stefan Wisniowski. All three consented and agreed to faithfully represent the interests of the Charity in its role supporting the work of its founding Member, the Kresy-Siberia Foundation. Resolution No carried ACTION 3.1 Stefan to inform Companies House, the Charity Commission, Co-op Bank, PayPal and all other relevant parties about the removal of the outgoing trustees and the election of the new trustees. Stefan congratulated the newly elected Charity Trustees. A number of people were suggested as potential additional Charity Trustees, to be approached individually as part of a broader trustee selection process over the coming months. ACTION 3.2 Trustees to approach potential trustees to explore potential roles. 4. Independent examination of Charity accounts Stefan noted that the previous Treasurer had failed to comply with AGM instructions to have the accounts reviewed. KS UK EGM minutes docx Fundacja Kresy-Syberia / Kresy-Siberia Foundation 3 / 4

5 KRESY-SIBERIA Members General Resolution No That as soon as possible, the Trustees obtain independent examination reports on the Charity accounts, as required by the Charities Act, from the previously appointed Mr Nick Wilks or if that is not practical, from someone else suitably qualified, and cause them to be published on one or more websites managed by the Kresy-Siberia Foundation, for the years ending 27 December 2011, 2012 and Resolution No carried ACTION 4.1 Trustees to obtain independent examination reports on the Charity accounts, for the years ending 27 December 2011, 2012 and Other business Members General Resolution No That the Member considers any other business at their discretion. Resolution No carried Communication. It was agreed that a communication go out as soon as possible, say within the next week, thanking outgoing & introducing the trustees, ideally being 4 not just 2 new ones. ACTION 5.1 Stefan to draft communication on trustees and review with trustees before distribution. The meeting was closed at 22h00 (London time) 14 August 2014 Draft confirmed by the Chair Dated KS UK EGM minutes docx Fundacja Kresy-Syberia / Kresy-Siberia Foundation 4 / 4

6 Registered Number KRESY-SIBERIA (UK) Abbreviated Accounts 27 December 2011

7 KRESY-SIBERIA (UK) Abbreviated Balance Sheet as at 27 December 2011 Registered Number GBP 27/12/2010 Notes 27/12/ /12/2010 Current assets Debtors Cash at bank and in hand Total current assets 253 1,249 1,740 Net current assets (liabilities) 124g Total assets less current liabilities Total net assets (liabilities) Capital and reserves Profit and loss account Shareholders funds a. For the year ending 27 December 2011 the company was entitled to exemption from audit under section 477(2) of the Companies Act 2006 relating to the small companies regime b. The members have not required the company to obtain an audit of in accordance with section 476 of the Companies Act 2006 c. The directors acknowledge their responsibility for: i) ensuring the company keeps accounting records which comply with Section 386; and ii) preparing accounts which give a true and fair view of the state of affairs of the company as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 393, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as is applicable to the company. d. These accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies regime Approved by the board on: 26 September 2012 And signed on their behalf by: Eva Szegidewicz, Director

8 KRESY-SIBERIA (UK) Registered Number For the year ending 27 December 2011 Notes to the abbreviated accounts 1 Accounting policies 2 Transactions with directors 3 Related party disclosures