Low Row and Feetham Literary Institute EGM
15th November 2025

The EGM was held at 7pm on the 15th November 2025 at Low Row Institute

 

Attendees were: Charlotte Roberts - Chair, Gaynor Voice - <<>>, Mike Betterton - Treasurer, Andrew Calvert - Trustee, Ray Calvert - Trustee, Richard Lewis - Trustee, Alan Thoroughgood - Trustee, Julia Thoroughood - Trustee, Raymond Alderson - Trustee.

 

Members of the public; Sheila <<>>, Amanda Carter, Chris Carter, Gwennon West, Geoff West, Neil Jackson, Matt Farrelly, David Waller, Louise Waller, Stewart Gardner, Joy Wilson, Stuart Wilson, Delyth Rennie, Ruth Fawcett (<<+2 more indecipherable>>)   

 

Apologies - Norman Sunter, Andrew Silver, Kate Roxburgh, David Calvert, Pete Roe, Susan Calvert, Emily and Rob <<>>, and Paul Clarke.

 

1.  Welcome (Charlotte Roberts)

The meeting was chaired by Charlotte Roberts who welcomed everyone to the EGM.

Minutes were taken by Ruth Fawcett.

 

1.  Presentation on Charitable Incorporated Organisation - CIO (Gaynor Voice)

 

Charlotte thanked Gaynor for the many hours of work already fulfilled by Gaynor on this topic and presented to trustees on 25th October 2025.  

 

Gaynor delivered a presentation highlighting that the current structure of the unincorporated charity is not compliant with Charity Commission guidelines and that a shift to a CIO would reduce risk to trustees.  A discussion followed with several questions and answers were fulfilled.  Gaynor noted that:     

 

• This change shifts legal responsibility from individual trustees to the charity itself.

• The existing unincorporated charity cannot hold land or contracts directly, exposing trustees to personal risk.

• The transition aligns the institute with modern charity governance and improves operational clarity.

• The trustees expect the process to take up to one year, with a target completion by October 2026 

• The transition won’t incur extra registration costs; legal fees apply only for land title transfer - this change is mandatory in any case due to a deceased land title holder

• A pre-agreed template will ensure local funds remain if the charity dissolves, enhancing governance clarity; the current scheme lacks this explicit geographic restriction.

 

Gaynor noted on the 25th October 11 trustees voted for the unincorporated charity to transition to a CIO with 3 abstaining.

 

1.  Vote on the transition to CIO (all)

 

All attendees voted unanimously for the transition to CIO.  

No abstainers.

 

1.  Explanation of Amendments to Scheme (Gaynor Voice)

 

Gaynor noted suggestions to amend the current governance scheme to improve decision-making flexibility and operational clarity before a CIO transition completes.  Full details were outlined in the accompanying appendix. 

 

1.  Addition to Clause 21:  An amendment allowing decisions to be made via email or written electronic resolution, not just at formal meetings.  

 

This change enables quicker decisions during the transition period.  A majority of trustees must agree and sign the resolution within 28 days.  This flexibility supports ongoing work without waiting for full meetings.  

 

1. Clause 18 to be amended:

 

The current scheme’s self-referencing quorum could allow decisions by a single trustee, which is impractical.  The quorum definition was clarified to require at least three trustees or one-third of trustees, whichever is greater, to make decisions valid.

 

1.  Clause 7 to be amended:

 

The institute currently has 14 trustees, though the current scheme states 21, which is outdated.

Future CIO constitution will set trustee numbers likely between 8 and 12, better aligning with Charity Commission guidance.

 

Clause 7 would appoint new trustees for a term of three years by a resolution passed at a trustee with a majority trustee vote.  This trustee meeting does not have to be at the annual general meetings.

 

1.  Clause 16(2)

Ordinary meetings to require at least seven days notice, unless all members agree to a shorter notice

 

1.  Charities Act 2011

All reference to the Charities Act will be updated to the Charities Act 2011

 

5.  Vote on Amendments to scheme (all)

 

1. Addition to clause 21  - all in favour.  No abstainers.

2. Clause 18 - all in favour.  No abstainers.

3. Clause 7 - all in favour.  No abstainers.

4. Clause 16(2)  - all in favour.  No abstainers.

5. Charities Act 2011 - all in favour. No abstainers.

 

Chair’s closing remarks and formal closure of the meeting.

 

Charlotte thanked Gaynor and attendees and closed the meeting.