Minutes of the Annual General Meeting
Monday 19 December 2011o
DRAFT – NOT APPROVED

1. Welcome from President

The President and AGM chair, Charles Mulraine, welcomed everyone and thanked the following invited guests for attending:

Deputy Mayor of Warwick, Councillor Mrs E Higgins
Vice-Chairman of WDC, Councillor Michael Kinson, OBE

He also paid tribute to David Ellis who recently passed away and the meeting recognised David’s contribution to the Loft Theatre Company with a round of applause.

Apologies: Sue Moore, Richard Moore, Janet Goldson, Neil Vallance, The Mayor of Leamington Spa Cllr Alan Wilkinson, Deputy Mayor of Leamington Spa Cllr Yvonne Moore, Chairman of WDC Cllr Mrs Felicity Bunker, Mayor of Warwick Cllr Trudy Offer, Amy Heynes, Ann Mulraine, Katharine Bayley, Bill Bosworth.

3. Minutes of Annual General Meeting, 9 May 2011

The minutes of the last AGM were proposed (Sue Wilkinson) and seconded (William Wilkinson) and signed as an accurate record of the meeting.

4. Chairman’s Report

The LTC chairman, Michael Rayns, thanked everyone for the good attendance, especially as the last AGM was only seven months earlier.

Since the withdrawal of funds by Advantage West Midlands for the planned relocation to the former URC there has been time for reflection on what the LTC has gained from the process. The compensation monies received have changed significantly the company’s position. No longer are we in a desperate position to move from an aged building but now have adequate reserves which, provided they are managed prudently, means we can maintain what we have. This does not mean that a beneficial move is not desirable but the urgency and pressure to accept something less than ideal is minimised.

Dialogue with WDC has continued. We have a very strong long-term relationship with the local authority and that relationship is very important to the future of the theatre company. It is desirable to continue negotiations as the current location is becoming harder to operate. Patrons and working members struggle with ever more difficult parking conditions as supply is regulated and demand from other night-time economic activities in the immediate area grows. These factors together with increased levels of nightlife in the area mean that there could be significant advantages in a suitable relocation. The chairman described a conversation during the run of Rent with a patron who travels regularly to see Loft productions from Hall Green in Birmingham which confirmed the level of difficulty people have to overcome. He drew the conclusion that this almost certainly represents the view of a larger silent body who feel the same way and that this is now a factor depressing sales.

Currently WDC are engaged in a comprehensive use and value review of their land and property. This includes their assets in Spencer Yard. WDC own all the freeholds in Spencer Yard except the current Loft building. The chairman reported to the meeting that LTC management had been approached with a new outline proposal for relocation, a key element of which would be the acquisition by WDC of the current Loft site. The chairman apologised for the fact that he was unable to share further details at this stage because he and the negotiating team (Sue Wilkinson, Harry Sanders and Bill Wilkinson) were constrained by strict commercial confidentiality agreements. The chairman told the meeting that in his judgement there was no sensible alternative but to continue to engage in constructive negotiations on the latest and any subsequent schemes as in the last resort the local authority could always exercise compulsory purchase powers in order to develop Spencer Yard.

In commenting on the trading financial performance for the year to 31.08.11 the chairman said it was broadly neutral. A slight drop in attendances and a marked decline in bar revenue was likely a direct impact of recessionary influences affecting people’s discretionary spending. Reports from other entertainment businesses in the town indicate that our experience is shared. However, the 2010/11 attendance of c. 60% was still very good and when meaningful attendance comparisons are made with other local LTG theatres (using gross numbers and not percentages because these are rendered meaningless by different run lengths and auditorium capacities) the Loft is the best supported theatre in the area with an average of 1200 people seeing each production.

5. Treasurer’s Report

The treasurer, Harry Sanders, explained that he would present two sets of accounts to the meeting: one for the Leamington and Warwick Dramatic Study Club and one for the Loft Theatre Company. The rationale for having kept LWDSC extant and administered by LTC was to minimise the risk of encountering problems during the transfer of VAT rebate and URC compensation monies.

The treasurer outlined a new money-handling procedure to help safeguard against fraud. The vice-chair is now responsible for sanctioning any payment requests made by the treasurer and so no single person has responsibility for or power to transfer funds from the LTC.

Both sets of accounts were reviewed in detail. Although attendance fell 3% year on year, revenues remained consistent due to increased ticket pricing. Sue Hamilton was commended for reducing production costs (by around £6k) through good husbandry in driving down set building costs.

The audit committee had advised the treasurer to identify and remove the VAT rebate, URC compensation and the recent refurb costs from the accounts to reveal an undistorted and meaningful trading profit and loss statement. On this basis there was an overall profit of £6,654. (The treasurer pointed out that most of this value was attributable to the donation of a new boiler by Baxi.)

The treasurer noted that utility costs are likely to increase next year due to this year’s provision being artificially low and that the growth of online ticketing will continue to contribute to lower agency commissions for ticket sales.

The overall cash balance for the LTC including VAT and compensation was reported as £696,920.

The accounts were proposed for adoption by Sue Wilkinson, seconded by William Wilkinson, and carried by the meeting.

The reappointment of the auditors Burgis & Bullock was proposed by Bill Wilkinson, seconded by Rachel Ratibb and this was carried by the meeting.

6. The Artistic Director’s Report

Having been appointed to the role in March 2011 the Artistic Director, Tim Willis, gave the meeting an introduction to the work achieved so far. He emphasised that the Board of Trustees ran the company but that he and his team were responsible for the quality of the art and the achievement of production budgets. He noted that during Gus MacDonald’s three-and-a-half-year tenure in the position the LTC had recovered a lot of artistic ground and, as current AD, he intended to build upon this with a vibrant and balanced season.

He listed the 13 plays (9 main house and 4 studio) performed over the 2010/11 season and their budget vs. actual achievements. The main house budgeted 62% and achieved 57% and the studio budgeted 69% and achieved 53%. He noted that the current season is already under-achieving on target and, whilst it seems harder to get people into the theatre, there should be a shared responsibility across the company to help build the theatre’s audiences.

He thanked the wider artistic team for their support and continuing efforts to help him craft a bright and successful future against the challenging economic background. He insisted the LTC is well placed to meet the future challenges and that currently his priority is to add the final touches to the 2011/12 season. He covered some of the employment of specialist equipment and personnel to help support a stronger artistic output including a new lighting board and the hiring of a sound engineer for the December production of Rent.

Future discussions would include a review of programming to include numbers of productions, run lengths, curtain times, increasing studio activity, performing regular musicals, and building stronger links with other theatres. He commented on the success of the LTC Open Day held in October and planned an open meeting early in 2012 to discuss LTC artistic output and invited anyone interested to attend.

7. Questions

Q	The Loft Theatre Company is called a ‘company’ and yet many people feel they do not belong to a company. New people are not meeting like-minded members and the AGM was invited to comment.
A	After a long discussion on what ‘company’ should mean and how to deliver it members were advised to attend the Artistic Director’s open meeting in early 2012 and contribute ideas in helping the LTC meet more of this type of concern.
Q	The LTC used to have a Friday night social night – why can’t we reinstate it?
A	Gus MacDonald tried opening the bar but this was not successful. Activities to promote the LTC objects and any social activities to help the company meet these objects will be discussed at board meetings and in the AD’s open meeting in early 2012.
Q	The LTC does not seem to deliver a diverse programme for actors of all abilities. How can this be changed?
A	Artistic planning will include a greater role for the studio theatre and the AD’s open meeting in early 2012 can help facilitate such ideas for this.
Q	The youth theatre disbanded without seeking an alternative administration. Does the LTC have a commitment to helping young people learn about theatre?
A	The youth theatre disbanded due to the combination of a reduced amount of space and time in which to perform and the difficulty in organising a lot of young people for an essentially free-of-charge service. For these reasons the youth theatre’s continuation, albeit under a different management, was not considered. There is an intention to look at creating opportunities for young people and this will be led by the current artistic director.

8. Motion

‘For the AGM to mandate the board:

To engage in constructive negotiations with Warwick District Council, and others, about the future of the company’s freehold land at the current riverside site in relation to a potential relocation of the theatre company.
To pursue a policy of careful utilisation of the company’s funds, including prudent investment decisions for cash assets, in order to maintain in good condition by repair and procurement the existing building, plant and equipment, and not otherwise to engage in expenditure which could not be shown to enhance the value of the freehold.’

Discussion ensued about the wording of the motion. Members were reminded that the motion is designed to sanction the continuing negotiation with WDC and to give a clear statement of support for the board’s recommended position regarding spending on the current building: namely, that the underlying value of the land will not be altered by anything that we might build on it and that, as there is a strong probability that we will relocate, that expenditure would be wasted. This did not mean that we were unable to invest in portable property, including equipment and furniture, and the comfort and ambience of the building.

The following amended motion was proposed by Bill Wilkinson:

‘For the AGM to mandate the board:

To engage in constructive negotiations with Warwick District Council, and others, about the future of the company’s freehold land at the current riverside site in relation to a potential relocation of the theatre company.
To pursue a policy of careful utilisation of the company’s funds, including prudent investment decisions for cash assets, and not to use such funds for any new development of the present premises save that such premises and equipment shall be maintained, repaired and replaced as necessary to ensure safe and effective operations in delivering the Company’s programme of work.’

Bryan Ferriman seconded the amended resolution and the resolution was carried by the members.

9. Any Other Business

Anne Wood offered her thanks to everyone involved in the search for her stolen bike and for offers to fund a replacement.

Mrs Matthews asked if investment for Disability Discrimination Act (DDA) compliance was now mandated against. This was assured not to be the case and a DDA review is already under way.

10. Ballots for Chair and Board Members

Chair ballot result:	Michael Rayns 45 – appointed Richard Pemberton 28 – not appointed
Board ballot result:	Elspeth Dales 64 – appointed Sue Hamilton 63 – appointed Amy Baker 61 – appointed Rachel Ratibb 58 – appointed Richard Pemberton 55 – appointed Chris Foyer 52 – appointed Dawn Morris 46 – appointed Lynda Le Long 39 – not appointed