Annual General Meeting 2014

7 November 2014, Natural History Museum

Welcome

The Chair (Mia Ridge) thanked everyone for attending and for joining the AGM over lunch. The AGM was declared open.

Apologies for Absence

Apologies were sent from Committee Members who could not attend:

• Johanna Perez Strand
• Marianne Hardy
• Irida Ntalla

Minutes

The minutes for the 2013 AGM at Tate Modern on 15 November 2013 were approved, after being proposed by Alison Bean and seconded by Martin Bazley.

AGM Reports: Chair’s report

MCG activities over the year included the Committee writing to the US Federal Communications Commission to urge net neutrality and undertaking various partnership discussions and digital event advice. The MCG pre-dates the invention of the web, and there may no longer be the same demand for a purely web-focused conference, which raises questions for our annual Museums on the Web conference. The events ‘marketplace’ is also much more crowded than it used to be, so we need to consider whether we should continue to focus on two larger events, including one in central London, or more smaller, regional events, perhaps in collaboration with local members. We should also make more of the fact that we’re independent, have no agenda or services to push and as a grassroots group with a diverse membership, we can be both excited and cynical about new technologies.

Given the critiques of funding decisions and frameworks on platforms like the discussion list, the need to help small organisations make decisions about technology and to support MCG members at all stages of their careers and in all sorts of museums, should the MCG membership or committee make conscious interventions in the sector? Should we also try to make more of the expertise held within our membership, and if so, how? Finally, do we need to reconsider our scope as almost every museum job is ‘digital’ in some way? [Report by Mia Ridge]

Accounts (Treasurer’s report)

Annual Accounts 2013

The final accounts of the Museums Computer Group as at 31 December 2013 were submitted for the Meeting’s approval. They were produced by Michael Bushell of Lee, Dicketts & Co, Chartered Certified Accountants, Business & Tax Advisers, Kent.

The accounts show a balance of £9,397 at the year end – up from £8,098 in 2012. The major outgoing of the year was the UK Museums on the Web 2013 conference held at Tate Modern. The Income and Expenditure account shows that in 2013 the Museums Computer Group had an income of £12,564, an expenditure of £11,265, and a surplus of £1,299. The Balance Sheet shows that at the end of 2013 the Museums Computer Group had assets totalling £9,397.

Corporation Tax and Liability issues

Members will note that this year we chose to employ an accountant to review our accounts. The committee made this decision when some problems regarding MCG’s Corporation Tax and Liability came to light.

The root of this problem is MCG’s legal status. MCG is a non-profit organisation, but it’s not legally a charity or a company or a legal entity at all. In law MCG is an unincorporated association, and this is how the gov.uk website defines an unincorporated association.

An ‘unincorporated association’ is an organisation set up through an agreement between a group of people who come together for a reason other than to make a profit, eg a voluntary group or a sports club. You don’t need to register an unincorporated association, and it doesn’t cost anything to set one up. Individual members are personally responsible for any debts and contractual obligations. If the association does start trading and makes a profit, you’ll need to pay Corporation Tax and file a Company Tax Return in the same way as a limited company.

https://www.gov.uk/business-legal-structures/unincorporated-association

The key points to note are the liability issue, that individual committee members are personally responsible for debts and contractual obligations, and the point about corporation tax, in that despite our non-profit status we are still obliged to pay corporation tax.

To give more detail on the corporation tax matter, organisations like MCG have been obliged to pay corporation tax since 2006 unless HMRC have classed them as dormant for tax purposes. As far as the current committee can establish, MCG was not aware of this legislation and has never paid corporation tax or sought advice from the HMRC on this subject. We can also find no evidence that HMRC has ever become aware of MCG, contacted MCG or declared that MCG is dormant for tax purposes. Therefore, it is possible that MCG is liable for corporation tax dating back to 2006, and subject to penalties for failing to declare its status and pay its taxes.

However, it’s not as bad as it sounds. MCG is run for the benefit of its members and most of our turnover can therefore be classed as mutual trade, which is not subject to corporation tax. What we do have to worry about is any income obtained from non-members, sponsors or through bank interest. Our accountant Michael Bushell has examined our historic accounts and he’s found that income from these three sources is relatively small. We should also be able to demonstrate to HMRC that the money received from these sources can be classed as mutual trade, for example it’s enabled us to keep members ticket prices for the annual conference low.

This is advice we recently received from Michael on this matter, and as you can see he’s concluded that we’re unlikely to have any exposure to corporation tax.

…any club or organisation can have an exposure to corporation tax in respect of its activities if they are seen to have a notion of commerciality about them, and are not solely run for the benefit of the members. Or technically, not interpreted as being ‘mutual trade’. We have identified that the conference income and expenditure is likely to fall into this category, though as discussed…only so far as non-members are concerned. Having reviewed the proportion of members [to non-members]…I think it is unlikely that MCG has any exposure to corporation tax…

Email from Michael dated 31 October 2014

However, we still need to be cautious. We need to give Michael and his team time to conclude their review of our historic accounts, and then Michael will contact HMRC on our behalf and we’ll determine a way forward. As you would expect, we’ll keep you updated on progress.

To return to the matter of liability, this part of the definition of an unincorporated association is one the committee felt it needed to give some attention too. And we have therefore looked at some alternatives.

Individual members are personally responsible for any debts and contractual obligations.

https://www.gov.uk/business-legal-structures/unincorporated-association

The first alternative we looked at was insurance for individual committee members, but advice from the Association of British Insurers is that none of the insurance products available would provide sufficient cover.

…generally speaking, this type of insurance will cover breach of trust claims and wrongful trading and covers associated legal costs. It is very important for trustees of…unincorporated associations to note that this type of insurance does not cover their potential liability for debts to third parties…

Association of British Insurer’s Trustee Liability Guide
https://www.abi.org.uk/~/media/Files/Documents/Publications/Public/2014/Voluntary/ABI%20Trustee%20Liability%20Guide.pdf

Secondly, we looked at structural change, and again we looked at the advice on gov.uk. When doing this, we took the view that while we want to limit liability we don’t wish to dramatically change the way MCG is governed or increase the committee’s workload. We found a number of alternatives to being an unincorporated association, including obtaining full charitable charity status and setting up limited company, but these would involve a lot of work and would mean big changes. However, there’s a new legal structure which was introduced a couple of years ago called an Association CIO (Charitable Incorporated Organisation) which has been very much designed for organisations like ours, and governance wise it would be similar to what we have now. An Association CIO creates a legal entity, enabling us to limit liability, and as now we’d be bound by a governing document and required to prepare annual accounts. But on top of that we’d have to register with the Charity Commission and submit our accounts to them each year.

There’s some further information about Association CIO’s on the Resource Centre website, including advice on how to become one, and overall it seems that while it’s not expensive to do it, it will take at least a year to complete the process and there’ll be a little extra work for the committee to do once it’s up and running.

And therefore we need to consider the implications of making this change, and discuss them with you. [Report by Alison Bean]

Membership (Secretary’s report) 

MCG has 225 individual members and 8 corporate members who have registered in the last 12 months from UMMW12 to UKMW13.

MCG continues to represent the breadth of the museums and wider cultural heritage sector well, having 143 different organisations signed up.

Individual membership from one organisation range from 1 to 11. Most organisations have just one member of MCG. Each event results in member numbers increasing. The option in Eventbrite ‘I would like to become a member of MCG’ is proving to be successful.

This year membership is as follows:

There is a diverse range of roles represented. The top 10 in numerical order are:

1. 51 Managers (web site, digital delivery, online, technical, systems, data, visitor engagement, collections, talks, ecommerce) . A rise on last year’s 36.
2. 29 Senior (Directors, CEO, Heads, Partners)
3. 17 Research (Professors, Fellows, Lecturers)
4. 13 Officers (data quality, museum, development, digital content, documentation, communication and access),
5. 13 Students (PhD, MA, Marketing)
6. 10 Assistants (museum documentation, curatorial, ecommerce, library, marketing & fundraising)
7. 9 Producers (content, web development, digital, multichannel)
8. 8, 9 and 10 include other roles consultants (5), editors (5), librarians (4), coordinators (3), keepers (3), analyst (3), volunteers (3) trainees (2) and 1 educator, executive, freelance, technician and advisor.

There are:

• 47 museums, heritage, galleries and libraries
• 23 Universities
• 28 businesses and a business archive
• In addition we have archives, trusts, councils, consultants and representative organisations

There are:

• 32 people with ‘digital’ in their job title. This is 9 more than listed last year (23).   The most popular ones being Digital Producer, Digital Manager, Digital Project Manager.
• 7 with Collections, nearly half of last year (15 reported last year)
• 7 with web in title, down on last years recording of 12 – Senior Web Developer, Head of Web, Web Manager, Web Developer.

Total number of individual membership is currently 889. The excel database used to record and keep a tally of all members and attendance at events has now search field and tags to enable all individual members to be seen via data search.

I’m standing down from the committee this year. Thank you for the opportunity to be part of a great Committee, I have enjoyed it very much and I’m sure the new members will have a great time.

[Report by Julie Reynolds, UKMCG Secretary 2013-2014 ]

Events

Feedback from UKMW13 was positive with 93% of survey respondents rating the event as good or excellent. There were positive comments about the atmosphere on the day and the closing keynote from Michael John Gorman from the Science Gallery and IWM Computer Club talk got several particular mentions as highlights of the day.

There have been two events in 2014. The first was Museums Get Mobile on 16 May at MShed in Bristol. Our spring events are much smaller, more intimate, regional events that UKMW and we sold 73 tickets for that event, which was not far from being a sell out.

UKMW14 was a sellout again. The organisation of our events is very much a team effort from everyone on the committee. What you see on the day is just the tip of the iceberg so thank you to everyone on the committee who helped make the day a success. [Report by Rhiannon Looseley]

Communications and Website

Web traffic

• The MCG website has modest traffic with 15,402 Sessions over the year (5 November 2013 – 6 November 2014)
• Traffic is largely related to MCG events and can be assumed to be related to the level of discussions or activity upon social media (Twitter in particular) and upon the MCG Jiscmail list

Comms

• Active MCG group discussion continues to be largely occurring on the MCG Jiscmail list with about 40 posts per month. Many are one-off information posts, but there are many that generate multiple responses, typically of about 2-7 responses, but occasionally 20+.
• Search traffic (32%) and “direct” traffic (unidentifiable closed sharing, 30%) are the highest general ways people find the MCG site
• Mobile use of MCG website increases significantly at conferences

• Twitter remains healthy with 2,467 followers on the @UKMCG account and by far the highest specific source of non-search referrals to the MCG website with about 15% of traffic.

Projects and partnerships

Proposed changes to Governance and Constitution

The Chair reported that the Proposed Changes to Constitution was thanks to Treasurer Alison Bean’s work on the accounts. The proposed change clarifies the current use of the term ‘audit’, updating the language of the Constitution to match past MCG practice. The proposed changes have been posted to the website and circulated to the mailing list. The change may be a temporary one as the constitution would change if th MCG goes ahead and become an Association CIO. The change was proposed by Danny Birchall and seconded by Rhiannon Looseley.

The proposed changes to MCG governance are discussed in the minutes below.

Committee Elections

The Chair discussed the election and nominations. There were five vacancies. Two of these were for named roles: Treasurer and Secretary. There were 8 nominations in total.

The nominations for the Treasurer and Secretary role were confirmed and voted in as follows:

Treasurer: Ivan Teage, Natural History Museum

Alison Bean proposed and the nomination was backed by the Members.

Secretary: Katherine Biggs, Historic Royal Palaces

Matthew Cock proposed and Oonagh Murphy seconded.

The six other nominees, Jessica Seuss, Rebecca Atkinson, Rosie Clarke, Martin Bazley, Jennifer Ross and Ina Pruegel were accepted; as has become traditional the secondment of extra members will be worked following the AGM.

The Chair thanked the outgoing Committee members, Rhiannon Looseley, Irida Ntalla, Oonagh Murphy, Alison Bean and Julie Reynolds for their contributions.

Proposed changes to MCG Status: Governance

Following the proposed amendment to the Constitution, The Treasurer Alison Bean presented a proposal for the MCG to become an Association Charitable Incorporated Organisation (Association CIO). The issues considered are reported above and further information had been posted to the MCG list in October (https://www.jiscmail.ac.uk/cgi-bin/webadmin?A2=mcg;e154fca.1410).

The Treasurer proposed that the new legal structure MCG should move to be an Association Charitable Incorporated Organisation.

MCG Committee 2014

There was no additional business and the meeting was closed with thanks to attendees for their participation.