CIBSE News general meeting
confirming the responsibilities of the auditors and the trustees, and stating that the accounts presented a true and fair view of the institution’s finances, with no qualification to the audit statement. Graham Manly, honorary treasurer, presented an overview of the financial position for 2009, drawing attention to the main areas of the institution’s activities. Last year (2009) had been a difficult year for the industry, and the institution was not immune with total income down by more than £800,000. While membership numbers had held up, the number of members transferring to the retired roll had increased, which affected income. The institution’s trading subsidiary, CIBSE Services Ltd, experienced a substantial decrease in income, but a slight cost increase as a result of investment in new activities, including the new CIBSE Journal, and further software investment in certification activities. More accurate allocation of overhead costs to CIBSE Services had also increased its costs, with areas of cost within CIBSE being reduced. Costs relating to membership had increased, reflecting the transfer of subscription processing and income chasing to the membership department.
Overall, the result for the year
had been an operating deficit of £185,000, although improved investment values resulted in net incoming funds of £339,000. Graham Manly gave credit to the executive team for keeping close to the original budget despite the very difficult conditions. The significance of CIBSE Service Ltd activities was stressed, and a breakdown of the various income streams to CIBSE Services was presented. In particular, certification income was a very significant factor, but the ongoing difficulties in this market were noted. CIBSE events and Mid- Career College had also performed well in the conditions. The new CIBSE Journal was also in surplus, despite the difficulties of launching a new publication under difficult market circumstances. In response to questions, it was
explained that restricted funds could only be used for that purpose for which they were given. It was noted that CIBSE Hong Kong had significant income and costs compared with other regions, and was now run through a subsidiary limited company; the notes to the accounts set out its income and expenditure before consolidation. Graham Manly proposed the
adoption of the accounts, this was seconded by Alan Sherratt and approved nem con.
Auditors Graham Manly confirmed that the audit had been undertaken smoothly, and thanked the accounts team and auditors. Graham Manly proposed that
Chantrey Vellacott be appointed as the institution’s auditors for 2010, and that the board be empowered to agree their remuneration. This was seconded by David Wood and approved nem con.
Special resolution Graham Manly moved the special resolution for subscriptions for 2010 as set out in the calling notice. While the institution’s finances were sound, there were pressures on funds, and the board had taken the view that it would not be appropriate to hold subscriptions unchanged. A small increase of around 1.5% had therefore been proposed, which it was hoped would avoid the need for larger rises in future years. Rob Manning seconded the motion. A suggestion was made that
payment might be taken in two instalments to ease fees for members. It was confirmed
Extraordinary general meeting
An extraordinary general meeting of CIBSE was held at the Royal Aeronautical Society, Hamilton Place, London W1 on 6 May 2010. Mike Simpson, president, chaired the meeting. Chief executive Stephen Matthews read the notice convening the meeting.
Special resolutions – Royal Charter and by-laws Graham Manly introduced the resolution, explaining the background to the proposals to amend the Royal Charter and by-laws of the institution, and to introduce new regulations. The proposals were intended to update terminology and practices, permit greater flexibility for minor changes, and to change the membership requirements for the licentiate grade in line
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with previous changes to other qualifying grades. Reference had been made to Engineering Council guidelines, which would enable the institution to make changes to matters of detail without the need for Privy Council approval. The proposals would slightly reduce the number of Royal Charter clauses, and greatly reduce the number of by-laws, with much detail being transferred to new regulations. Changes to some issues would still need the approval of the membership in general meeting. The proposal to separate the licentiate grade of membership from Engineering Council registration, in line with changes already made to the fellow, member and associate member grade, was explained, as was the proposal to include licentiates among
the corporate members of the institution to allow members of the grade full voting rights. In response to questions, it
was noted that the regulations document used the masculine in all cases, which might be considered inappropriate. Advice was taken that this was still the norm for legal documents, and it was agreed that this would be added in a preface to the document. It was clarified that the bulk of
the regulations would be subject to change by the board, but that changes to election arrangements for the board, board procedures, powers and duties, the amount of annual subscriptions and notices would require the approval of a general meeting. Regarding Engineering Council requirements for registration, it was confirmed
that these were separated from the institution’s grade requirements, but that the same competence requirements had been retained. It was noted that council was
now a consultative body, but its existence and the requirement for it to be consulted were included in the by-laws and regulations.
Special resolutions one – Royal Charter amendments Graham Manly moved the adoption of special resolution one, which was seconded by Bryan Franklin and approved nem con.
Special resolutions two – by-law amendments Graham Manly moved the adoption of special resolution one, which was seconded by Terry Giles and approved nem con.
July 2010 CIBSE Journal 17
Officers for 2010: Stephen Matthews declared the following individuals elected to serve as officers, board members and council members following the AGM 2010:
Officers: President: Rob Manning President-Elect: Andy Ford Immediate Past President: Mike Simpson Vice Presidents: Terry Dix, David Fisk, Peter Kinsella Hon Treasurer: Nick Mead* *following a ballot for the Office of Honorary Treasurer
Members of the Board: Elected Members: George Adams, Paul Hardy
Members of Council: Elected Members: Chris Northey, Geoff Smyth
that various options had been considered by the finance sub- committee and the board, and it was agreed that the issue would be reviewed again, while avoiding systems that would incur higher administrative costs. Regarding the budgetary
situation going forward, it was noted that it was difficult to predict this for 2011, and the amount of the increase proposed would be quite small. However, it was felt that it was a difficult time to propose any more significant increase, which might prompt some members to reconsider whether to review. The proposal was approved nem con.
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