Q&As from AGM
Q. Do shareholders have any legal liability or responsibilities – for example if a tree falls on someone?
A. Shareholders have no personal liability for accidents. The only liability is for debt if you have not paid for the share that you own. There is no liability for the debt of the HVCBS, which is a separate legal entity.
Q: What are the anticipated running costs now that the land has been purchased?
A: We are working on a budget, which will include, among other things, insurance, responsibility for cutting the hedges along adjacent lanes, admin, and work on the land to get nature to thrive (e.g. to bring back more wildflowers). We will continue to apply for grants, but they won’t cover everything.
Q: Some people assumed at the time of purchase that the land would stay as it was in the past. But there have been references to nature recovery; what is it recovering from?
A: In the past, the land was maintained through grazing and hay-cutting. With the land not being grazed for the past eight years, it is changing rapidly and losing some biodiversity. We are hoping to recover some of this biodiversity. There are, however, choices to be made – we will get advice from specialists and also consult the community on what they would like to have.
Q: We have 12 directors but many companies have far fewer, and most companies have different directors for specific roles, such as finance, governance, secretarial. How will we attract the right directors?
A: When registering as a CBS, we used a ‘model’ set of rules from Cooperatives UK, as we needed to set up as quickly as possible in the context of pressure to complete the purchase.
Those rules allow for anything from three to 12 directors. In order to get as wide as possible a range of skills and competencies we didn’t feel it was appropriate to limit the number to less than the maximum.
In terms of specific skills and tasks, the board has wide powers to delegate to other people and subcommittees.
Large businesses do have smaller boards, but unlike us they also have teams of paid staff.
A large board also means we have an emphasis on democracy and accountability.
The new board could limit the size or change the directors’ roles if they choose.
Q: It’s important that the directors are accountable to the shareholders and wider community. What processes are in place to address any possible conflicts of interest, such as links to the Green Party and Stroud Valleys Project?
A: The board is very aware of this issue. We have a conflict of interest policy adapted from the model Cooperatives UK rules. For example, all directors are expected to declare any potential conflicts at the start of every meeting. These rules could be strengthened if necessary.
Both the formal election of directors and the community engagement process over the course of the coming year will create accountability.
It was agreed at the outset that the board should have aim to have representation from the two parish councils and from SVP, as a way of getting important links to the wider community. All board members have to be elected, which means that even those nominated by the bodies named have to be accountable to the members. The new board might decide to consider whether this rule is still needed.
Q: What is being farmed on Thrupp Farm? Is there a community farming model?
A: Over the past eight years most of the land hasn’t been farmed, though before that grazing animals had an important role in managing the land. Historically, it was mainly livestock and hay.
The Board would like to reinstate conservation grazing cattle, moving them around different parts of the land as needed, to help manage the land for nature recovery. Some new infrastructure, especially fencing and water, is needed to make this possible. The community engagement process will seek people’s ideas for else what might happen in the future.
We have an interim land management plan on our website and there will be a nine-month community engagement process starting soon to produce a mandate for a management plan to carry out over the next 10 years.
Q: Historically, Stroud was an agricultural town, linked to the larger town of Bisley by tracks and paths used by horse vehicles. Could these paths be reinstated for use by horse riders and others?
A: The question of horse riding will be discussed with the community.
Q: Are there people within this community who have conservation wisdom and knowledge and if not, who are we getting it from?
A: We are fortunate in Stroud to have many professional ecologists who have given their time for free to get the biodiversity study and the baseline ecological survey underway. They will also advise on future management. The HVCBS has also taken advice from other organisations that manage land, such as the National Trust and Gloucestershire Wildlife Trust.
Q: There is often rubbish left in the Heavens, especially after the weekend. It’s not possible to carry it all after picking it up. Could bins be provided to put litter in?
A: We really appreciate the people who pick up rubbish, and this will form part of the role of the volunteer ‘guardians’ that we hope to recruit. The National Trust has advised us not to have bins because they end up getting over-filled and creating more litter, but the HVCBS will continue to consider the idea.
Q: The AGM presented the draft accounts. Will there be another meeting to approve the final accounts?
A: There will be an audit before the accounts are submitted to the Charity Board and Companies House, but these draft accounts are presumed to be correct and final. There will be no additional meeting unless there was a significant misstatement in the figures, but that is not expected. The figures will be published on the HVCBS website as a final confirmation after the audit.
Q: What is the current thinking about accessibility for people with mobility challenges?
A: This is complex, for instance because currently only agricultural vehicles are allowed to drive on to the land. We need to listen to everyone’s point of view on whether and how to change this - including the opinions of the neighbours. We will be looking at whether certain paths could be made more accessible.
Q: In the context of access and diversity, how are we going to get people using the Heavens who wouldn’t normally?
A: We want the Heavens to be for all local people, not just for those who had the money to be shareholders. We aim to create a process of reaching out to the local population, including a wide range of stakeholders such as users, shareholders, and those who have access challenges or do not frequently visit the land.
Maintaining and improving access, such as footpath maintenance, is a high priority, as is nature recovery. This work is about sustaining the Heavens forever and handing on to the new generation, and ideas are needed to make this a reality. We’re looking for volunteers to help be the voice of the community, including in areas further from the Heavens.
We hope to engage with young people as one specific group and this was the idea behind creating an Under-25 director category in order to bring the youth voice on to the board.
Q: What do you plan to use the Heavens for?
A: The object of the CBS is to preserve access for people to enjoy themselves and for nature to be protected and recover. How we do this will be guided by the views of the wider community through ongoing community engagement.
Q: The figures presented at the AGM seem to show that we’re in deficit, presumably because this was before the Summerfield grant came in. Could the Board share the latest figures?
A: After the AGM we will look into publishing an interim report that shows the current state of the cash in the charity.
Q: Have the loans been repaid, and did HVCBS end up paying interest on them? Also, the £42 in interest received on donations seems low.
A: All the loans have been repaid, and the lenders generously waived their right to take interest. As for interest on money received, many donations were paid out to buy the property in November, so there was little money sitting in the bank account to earn interest. Money was tight before the Summerfield grant came in, so what cash we had was put in a current account that was being used on an almost weekly basis. Now we have the luxury of having a savings account.
Q: Website and software expenditure seem high. Will we see a reduction in these costs in the future?
A: This was a set-up cost and we had to move fast in the early days to get mechanisms working. Over time, we hope to bear down on some of these costs.
Questions related to Resolution
(Unfortunately the proposers of this resolution were unwell and couldn’t attend the debate, so some of the questions and comments went unanswered)
Q: What does the resolution mean and does it have the support of the current directors?
A: The issue is whether we simply grant access as the landowners, or whether we have open access codified in law, which is less flexible and more permanent.
The current directors have differing views and we do not have a formal position as a board. We have worked with the people proposing the resolution so that it asks the directors to do a consultation process in the next year, which we are already planning. There are a lot of details that need to be ironed out, more consultation and information, before taking a decision on access.
There are already commitments to open access and nature recovery in our objectives. However, if shareholders want to have a process to make these commitments even firmer, the directors will do engagement on this over the next year and come back to shareholders.
Comment: Community Benefit Societies can fail so having access enshrined in law for future generations is appealing. However, I’m not thrilled about open public access meaning games and parties, when the Heavens should be a place for quiet enjoyment.
Q: Is there a definition of community? Where does it start and stop? For a young organisation, is it better to extend the 12-month limit given the work the board has to do?
A: There will be multiple communities involved in the community engagement process. The community engagement process is planned to take around nine months.
Comment: This resolution is looking to make an irrevocable change to the legal status of the land that could hamstring the HVCBS in making decisions in the future that could be best for the community. So the merits have to be debated. [The proposer then made a successful amendment that no decision can be made without a sufficient vote of all members]
Q: Nature and wildlife – one of the CBS’s major tenets, alongside access - are not mentioned in the resolution. How can we make such an irrevocable decision that could be an anti-wildlife position?
Q: Isn’t the resolution jumping the gun, given the community engagement process that has already been outlined?
Q: How could we establish access rights in law?
A: There are several different legal mechanisms, such as the Countryside and Rights of Way (CROW) Act and Village Green legislation. The resolution asks the board to identify the legal mechanisms and their pros and cons.
Q: Is this resolution establishing that we will have a process, or is it a decision to give permission to do what’s in the resolution? There’s concern that it’s too broad and that we would need rules about what cannot be done.
A: What this resolution does is to instigate a process to look at putting mechanisms in place for a process of community engagement to understand what is and is not acceptable to the community.
Q: There is concern about the effect on the land, being an archaeological resource, of allowing a broader set of recreational pasttimes. How can we protect and preserve that history?
A: The CROW Act would only allow people to walk across the land. There are more footpaths that could be granted PROW status.
Town or village green status would recognise some pasttimes, but not others, camping for example. This motion sets out the process for looking at the issues.
Q: We hope the CBS will be here in 150 years, but if it isn’t, what protection will there be for the rights of the future?
A: The Constitution says that we would have to sell to an organisation of similar principles, so that offers protection.
Q: The resolution failed by 73 votes against and 26 abstentions, and 42 in favour. What happens now about public access?
A: The new board will still be committed to public access and will be looking to get the right balance between access and nature. Community access is one of the cornerstone objectives of the HVCBS. There is a need to balance this with nature recovery, which is the other of the twin cornerstones. The HVCBS has no plans to restrict access.