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Minutes of Board Meeting held at Uig Hall 12 August 2009
Attendees: Dinah McDonald Chair
Pearl Brown Treasurer
David McKenzie Secretary
Advisor: John Forth LLTNPA
Apologies: Dorothy Bruce
Cllr Bruce Marshall
Minutes of last meeting
The minutes of the last Board Meeting held on 22 June 2009 were reviewed. It was agreed to amend as follows:
Ø Under Working Groups – Paths and Access, the item should read ‘that the Board requested that the NP Ranger be more frequently in the Benmore and Kilmun area’.
Ø Under Date / Place of next meeting, it should be recorded that no meeting took place on 16 July 2009, but instead on 12 August 2009.
With these changes, the minutes were proposed by Dinah McDonald, seconded by Ron Cruickshank and adopted.
Business of the Trust
David McKenzie advised that the Trust was now registered on-line with Companies House and that the Annual Return would be submitted electronically thus saving £15 in fees.
David also reminded the Board that he would require to register the Trust’s Financial Accounts to year end 2008 with the Charity Regulator prior to the end of September. Pearl advised that these would be ready for the AGM on 12 September.
Update on Membership
Nothing to report
Pearl Brown advised that the balances on hand were:
Account 1 - £1557.65
Account 2 - £8931.34
Pearl noted that Bank Statements were still being sent to the address of the former Treasurer John Boyd. David McKenzie agreed to write to the Bank of Scotland to advise of the new address.
Ø Dinah McDonald advised that the proposed sale of land at Clachaig by FCS was not going ahead
Ø Ron Cruickshank advised that surveying was taking place for the proposed new Forestry Road at Midge Lane
Villages in Bloom
There was discussion about the section of land at the foot of Dunselma Brae for which the Trust is responsible. It was agreed that David McKenzie would contact a local gardening firm and see if they would be prepared to carry out a general tidying of the site. The Board agreed to spend £100 on this.
Ø Evelyn Boyd has advised Dinah that a brick BBQ was being constructed and would be ready by the date of the AGM
Ø David McKenzie has been in contact with Cllr Bruce Marshall re ownership of the Graham’s Point site. Ownership was accidentally transferred to ACHA by the Council some time ago; the Council has recognised this error and is in the process of rectifying.
Paths and Access
Dinah reported that Scottish Natural Heritage (SNH) had offered £5000 (50%) of the cost of restoring the Gairletter / Blairmore path. To cover the balance, applications for £3500 had been made to LEADER and for £1000 to the National Park. It was agreed that, if these monies were forthcoming, the Trust would provide the balance of £500.
David McKenzie reported on the five streams of work underway and added one new stream:
1. Memorandum And Articles of Association for the new company (Argyll Mausoleum Ltd) were approved and signed by all parties at the first meeting of the Board of the new Company on 23 July 2009 held at the offices of Macdonald Henderson in Glasgow. The draft minutes of this meeting are attached to these minutes as an Appendix. This work stream is now closed.
2. Mausoleum Lease and Minute of Agreement - David continues to work with Iain Welsh and Gordon Dagleish from Argyll & Bute Council and with Macdonald Henderson to finalise the terms of the lease and the Minute of Agreement. It is hoped that the Minute can be signed and the terms of the Lease agreed prior to the next Board Meeting of Argyll Mausoleum Ltd on 16 October 2009.
3. Artefacts – the report from Nic Boyes, specialist stone conservator, has been received. The sum of approximately £10,000 will be needed to professionally remove, store and return the artefacts once the restoration is completed. These costs do not include the conservation process. This sum will be included in the initial development grant being sought from the Heritage Lottery Fund (HLF).
4. Fund Raising – David continues to work with Hannah Dinneen on this. The aim is to submit the initial development grant application to HLF by the end of August.
5. Visits - Professors Richard Oram and Alasdair Ross from Stirling University visited the Mausoleum on 21 July 2009. They spent some time at the site and are enthusiastic about the amount of undiscovered history that remains to be documented. The Board of Argyll Mausoleum Ltd will be asked to consider awarding a contract to Professors Oram and Ross to write a history of the site. Diane Davison-Kinghorn from the National Park also visited the Mausoleum on 21 July and has invited the Trust to present on the Mausoleum to a Heritage Events day at Balloch on September 5.
Jim Mather, MSP for Argyll, is planning to visit the site on 18 September. We still anticipate that the Duke of Argyll and Michael Russell MSP will also visit in the next few weeks. The National Park, via John Forth, is being kept appraised of these visits for potential publicity purposes.
6. Temporary repairs - This new work stream is being introduced as substantial rainfall has resulted in partial flooding of the Mausoleum floor. The Council asked David to arrange for a further visit to the Mausoleum by Stephen Newsom, conservation architect, to advise on what temporary repairs would be needed until the full restoration work is underway – possible 2 years. Stephen visited the site on 4 August 2009 and his report has been received. His recommendations are currently with the local firm of Stewart McNee (Dunoon) Ltd for costing and these will be forwarded to the Council (Iain Welsh) for approval. The Council will be responsible for most costs associated with the Mausoleum until the lease is signed.
Listed Building Consent will be required for these temporary repairs – David is preparing the necessary forms.
David McKenzie reported that the firm of AECOM (Faber Maunsell) had been selected to perform the Stage 1 feasibility study for the proposed shore communities anaerobic digestion scheme. Community Energy Scotland (CES) had again changed the process and had asked if any matching funds for the feasibility study could be made available from Argyll & Bute Council. With the assistance of Cllr Marshall, the sum of £250 had been offered. As a result, a formal award had been made by CES for the balance of the costs of the study.
A kick-off meeting with AECOM was held on 5 August 2009 and the project is now underway. Estimated time for completion is two months.
Post Office / Shop
John Forth and Ron Cruickshank reported on status. The current view is that the asking price of £85,000 is overvalued and therefore not acceptable. Two studies will now be carried out – one a formal survey to determine value, which will cost £500, and a business / footfall / spend survey, which will be carried out by Chris Talbot at a price yet to be agreed. Funding applications for these surveys will be lodged with ‘Investing in Ideas’. Both surveys should be complete in 6 / 8 weeks.
Annual General Meeting
The date of the AGM has been changed to Saturday September 12. Invitations have been or are being mailed to every resident in the relevant communities. Each invitation is accompanied by a copy of the Community Action Plan and the Community Profile.
Ø Dinah to book Younger Hall from 13:00 – 15:00
Ø Dinah will also draft a letter / article for the local newspaper
Ø David will prepare new membership forms, including e-mail address
Ø David will also prepare a one page annual activity report to be distributed at the AGM
Ø Board Members are requested to be available as from noon on 12 September to assist with marquee erection and BBQ preparation.
The Board agreed a £50 contribution to the new Buzzard - Lochs and Glens local newsletter.
The next Area Network meeting will be on 8 September 2009 in Sandbank.
The date for the next Board meeting will be set at or after the AGM.
Minutes of Meeting of Argyll Mausoleum Ltd held on 23 July 2009
Offices of Macdonald Henderson
Dinah McDonald Chair, Benmore & Kilmun CDT
Andrew Montgomery Factor, Argyll Estates
Alasdair Brown Church of Scotland, Kilmun
Iain Welsh Argyll & Bute Council
David McKenzie Secretary, Benmore & Kilmun CDT
David Beveridge Managing Director, Macdonald Henderson
Ian Anderson Director, Macdonald Henderson
Cllr Bruce Marshall Chair, Cowal Area Committee, Argyll & Bute Council
Hannah Dinneen Loch Lomond & the Trossachs National Park
This meeting was held as an informal first Board Meeting of Argyll Mausoleum Ltd, the company set up to manage the restoration and exploitation of the Argyll Mausoleum, located adjacent to Kilmun Church.
The first directors of Argyll Mausoleum Ltd are:
Dinah McDonald, representing Benmore and Kilmun CDT
Andrew Montgomery, representing Argyll Estates
Alasdair Brown, representing the Church of Scotland
The first members of the new company are the above Directors plus Argyll & Bute Council represented by Iain Welsh.
1. The new Directors / Members signed the Memorandum and Articles of Association for the new company, which will permit the necessary registration and other formalities to be completed. Once the company is registered, VAT registration and opening of a Company bank account will be completed. The need for additional Directors was discussed but no recommendations were made at this point.
Copies of the signed documents will be mailed to the principals by Macdonald Henderson.
2. It was unanimously agreed that Dinah McDonald will be Chair of Argyll Mausoleum Ltd and that David McKenzie will be Managing Director.
3. It was further agreed that, once registered, the location of the registered office and the company secretary role will be transferred to Macdonald Henderson. A fee of £250 plus VAT per annum was agreed for this service. It was further agreed to approach the firm of Milne Craig, accountants, to determine how much they would charge to provide accountancy services for Argyll Mausoleum Ltd, including preparation and submission of annual accounts. A future Board Meeting will consider these figures.
4. David McKenzie reviewed the initial financial status of Argyll Mausoleum Ltd. An advance of £4,000 had been received from Argyll Estates and had been deposited in the accounts of Benmore & Kilmun CDT. These funds were being used to cover the costs of setting up the new Company, negotiating the lease between Argyll & Bute Council and Argyll Mausoleum Ltd and the completion of the Minute of Agreement between Argyll & Bute Council, Argyll Estates and the Church of Scotland. An additional £4,000 from Argyll Estates and £6,000 from the Church of Scotland towards the restoration costs can be expected once the Minute of Agreement is signed.
The overall costs of the restoration projects, including the proposed interpretation / visitor centre are expected to be in the region of £500,000. Grant application for 90% of this figure will be made to Historic Scotland and the Heritage Lottery Fund (HLF). The sum of £50,000 has been requested from Argyll & Bute Council and the expectation is that this sum can be made available in the 2010 / 2011 financial year.
An application for an initial development grant from HLF is in preparation. This could be in the region of £25,000 and would be used for initial removal and storage of artefacts, updating of any estimates and preparation of applications for the full grants.
Subsequent to the meeting, Clydesdale Bank in Dunoon was contacted about opening a business bank account for the new company. This can only be done once the new company is formally registered with Companies House. Copies of the details page of the passport of each Director will be required to open the account. It is suggested that cheque signing authority be as follows:
Ø Cheques of up to £1,000 - Managing Director
Ø Cheques in excess of £1,000 - Managing Director plus one other Director
5. A copy of the draft lease for the Mausoleum had been received from Mr Gordon Dagleish of the legal department from the Argyll & Bute Council. A preliminary review by Mr Ian Anderson from Macdonald Henderson had identified some initial potential issues:
Ø Clarification of the sublet / mortgage clause to ensure that it meets the needs of HLF and can be adhered to by Argyll Mausoleum Ltd
Ø Removal of irritancy clause
Ø Removal of the fees section in that the costs of preparation of the lease will be met internally by Argyll & Bute Council
Additionally, Mr Alasdair Brown advised that one yard around the perimeter of the church building belongs to the Church of Scotland. This means that access to the Mausoleum will be partially over property belonging to the Church and partially over property belonging to the Council. Access to the Mausoleum over Council property will be covered by the lease; access over Church property will require a Deed of Servitude to be prepared and agreed. Mr Ian Anderson will pursue exactly what is required and will advise. David McKenzie will then discuss with Susan Killean from the Church of Scotland legal department. As well as access, path maintenance will also need to be covered in these documents.
The signing of the lease and the Minute of Agreement may be complicated. A separate paper on this topic is attached to these minutes, also reflecting discussions that took place subsequent to the meeting.
6. David McKenzie updated the meeting on the discussion held with Stephen Newsom, conservation architect, and Nic Boyes, specialist stone conservator. David will check to ensure that the estimates for restoration prepared in March 2008 are still valid.
A discussion took place about the continuing and increasing water ingress, which risks permanent damage to some aspects of the Mausoleum. With the agreement of Iain Welsh, estimates were being already sought in order to provide a temporary solution to water entering through damaged windows in the cast iron roof. Iain also requested that the opinion of a structural engineer or the conservation architect be sought as to whether any further temporary repairs would be needed in the next two years, which is the best estimate at this point as to when permanent restoration measures can be commenced.
7. David McKenzie briefly reviewed other activities:
Ø A marketing / business plan is in early stages covering the management of the Mausoleum once the building is restored. Hannah Dinneen from LLTNPA is assisting. The opportunity to restore a disused building on the periphery of the Kilmun churchyard as an interpretation / visitor centre is being explored. Detailed costs and plans are being obtained and will be presented to a future Board meeting.
Possible cooperation with the National Park marketing activities and with visitor activities at Inveraray Castle will be explored.
Ø Professor Richard Oram and Professor Alasdair Ross from the History Department at the University of Stirling had visited the site on 21 July. Professor Oram is a significant authority on the mediaeval history of Scotland. He is prepared to write a book on the history of the site and the building, which could generate funds for the on-going maintenance. Costs of preparing this book will be brought to a future Board meeting.
Ø While there is concrete proof of all activities on the church / mausoleum site since the 15th century, speculation continues as to what, if anything, preceded the collegiate church building. Professor Oram had indicated that a non invasive geophysical investigation may well determine if there was a 10th or even a 6th century church on the site. This option will be explored and brought back to the Board for discussion.
8. The next meeting, which will be a formal Board meeting, will be held at Kilmun Church on Friday 16 October at 13:00.
ATTACHMENT TO MINUTES OF 23 JULY 2009
ARGYLL MAUSOLEUM LEASE
The agreed route forward to manage the restoration and subsequent management of the Argyll Mausoleum is for the owner of the site and building – Argyll & Bute Council – to lease these to the company Argyll Mausoleum Ltd.
The lease will be prepared by the legal department of Argyll & Bute Council and will be signed, once agreed, by the Council and by Argyll Mausoleum Ltd.
In conjunction with the signing of the lease, a document known as the Minute of Agreement will also be signed. This document formally confirms that the Mausoleum is owned by Argyll & Bute Council and that they are ultimately responsible for maintenance and management. It also allows the Council to formally lease the building to Argyll Mausoleum Ltd who will then take over the responsibility for maintenance and management.
Grants and awards
The majority of the costs associated with restoration of the Mausoleum are expected to be provided by grant awarding bodies such as Historic Scotland (HS) and the Heritage Lottery Fund (HLF), although the Council will also be expected to make a significant contribution. Both HS and HLF will need to approve the terms of the lease prior to making any awards. Guidance as to what lease terms will be acceptable to them can be found, in part, on their websites.
At the meeting of the 23 July, there was discussion about whether the awarding bodies would need a signed lease in place prior to considering applications for awards. This could potentially cause an issue with the Council if, having signed the lease, it was then found that insufficient grants were to be awarded to permit restoration. Subsequent to the meeting, it was confirmed by both HS and HLF that a draft lease would be sufficient for the grant applications, together with a letter from the Council confirming that the lease would be signed if and when adequate grants had been awarded and that a signed lease would be in place before any monies were claimed.
Minute of Agreement
The situation with the Minute of Agreement is more complex. This will have to be signed by:
Argyll & Bute Council
Trustees of the ninth Duke of Argyll
Trustees of the tenth Duke of Argyll
General Trustees of the Church of Scotland
Without going into unnecessary detail, the position of the Church of Scotland is that they will not sign the Minute of Agreement without the lease being signed. The Council cannot sign the lease until the Minute of Agreement is signed. Under other circumstances, this would be handled by having all the signatories for both the lease and the Minute of Agreement in the same room at the same time. This will not be possible due to logistics. Therefore, the agreement is that a clause be added to the Minute of Agreement that stipulates that it only has any validity once the lease is signed. This will permit the signatures to the Minute of Agreement to be collected over a period of time and for both documents to become valid only when the lease is signed.