Dear Members
Background
This letter is being issued to all Members of the Society by the Society’s Board of Directors.
The purpose of this letter is to address our intention to engage in formal Member consultation on the next phase of our development plans as previously notified in the December 2023 newsletter and to address various communications more recently received by the Board. One collective communication was sent
from an anonymous e-mail address on behalf of over 80 named Members on 17th January 2024. Other communications were sent directly to the Chairman and Secretary from named Members, all expressing various concerns in relation to the Society and actions of Members, all generally requesting either action and / or a General Meeting.
Convening of a General Meeting
As Members are aware, the Society is governed by its Rules, which are available on the Society’s website: http://ycrossinn.cymru/documents/ . In relation to the convening of a General Meeting, Rules 39 provides that a General Meeting may be convened including: –
“upon a requisition in Writing, delivered to the Secretary at the registered office of the Society, signed by one tenth of the total number of Members, subject to a minimum of three, stating the reason for calling the meeting set out in the requisition” ( Rule 39 (b) ).
The Rules further provide in Rule 39 (c) that: – “if, in the case of Members requisitioning a meeting, as set out immediately above, six weeks elapse after
the requisition is received by the Secretary, the Board do not convene a general meeting, the Members who made the requisition may call a meeting and shall be reimbursed by the Society for any costs incurred in convening such a meeting.”
Communication was received by the Secretary on 17 January 2024, on behalf of the requisite number of Members. Therefore, the Board will convene a General Meeting in accordance with the Society’s Rules.
Notice of the General Meeting is hereby given in accordance with Rules 40 to 43, and the further Rules in relation to General Meetings set out in Rules 44 to 64 will apply.
Purpose of the General Meeting
As Members are also aware, a General Meeting represents an opportunity for all Members to come together, with each and every Member able to exercise their right to speak at a General Meeting on the matters specified in the notices to the meeting. The Directors will therefore begin making arrangements (in accordance with Rule 46) to ensure that every Member is able to attend if they wish and have their voice heard.
More particularly, the purpose of the General Meeting to be convened is to enable Members to respectfully raise and discuss concerns they have in relation to the Society, in the appropriate manner and forum and also to express their innovative ideas and requirements for the continued future success of the Society.
Concerns raised in Recent Communications
Before the General Meeting takes place, the Board of Directors wish to address certain matters referred to in recent communications. Some Members of the Society have expressed concerns that the Board’s vision for the pub is too ambitious and is in conflict with the Society’s Business Plan and core values. They
contend that the Board are proposing extensive changes to the pub that they find unacceptable and they would like to discuss and debate the plans.
Other Members of the Society and Community residents, have expressed concerns that the scale of positive changes promised to them in the Shareholder Offer have not been actioned in a timely manner and that the Society is being blown off course and blocked by some Members actively opposing the changes promised in our governing documents. These investors have complained that the Members opposing the changes promised to the pub, are in breach of the Code of Conduct and have requested corrective action.
The Board understands the crux of the concerns to relate to “how” the Society delivers 5 key contractual obligations of the Society: –
(i) to refurbish the pub,
(ii) make it more accessible to the wider Community,
(iii) to upgrade the kitchen,
(iv) launch a high-quality food offering, and
(v) create Hub services of benefit the entire Community.
The detailed activities required to deliver these contractual obligations have been set out in a high-level milestone chart but have not been fully defined or agreed by the Committee or the Members. They are widely known as “Phase 2” of the project. The Board believes that the delay in definition of these activities
has caused inaccurate assumptions to develop into uninformed gossip that has become unnecessarily contentious. The Board, as reported in the December 2023 newsletter, want to hold a full meeting of Members to discuss and agree the scope and scale of the next phase of development activities in order to meet obligations contained in our Business Plan, Share Offer, the Community Ownership Fund Agreement, in accordance with our Rules and that are acceptable to all Members and stakeholders.
For the avoidance of doubt, there will be no public discussion on individual personnel matters as there are other more appropriate mechanisms available to the Society. The Chairman, Operations Director and Hub Services Director will each issue a statement for balance and for the record in response to recent
communications.
The Society’s Business Plan
The business plan is available on the website: http://ycrossinn.cymru/documents/. It includes the Society’s ‘Mission Statement’, which is comprised of: –
The Society’s ‘Core Aim’: –
“To enhance, enrich and increase the resilience of the wider Hayscastle area’s Welsh farming communities by the operation and maintenance of Y Cross Cas-lai public house as a community hub and to engage in ancillary activities that benefit the community and public. Through Y Cross Cas-Lai CBS, we aim to respond to the needs of people across the whole community through the creation of a vibrant community hub…”.
The ‘Means’ of the Society achieving its Core Aim: –
“Raise the necessary funding and purchase the property known as the Y Cross Cas-Lai. Undertake the refurbishment and adaptation of the property to create a community enterprise which includes a public house and a community hub to support the wellbeing and language of our community by providing a facility to meet and participate in a range of social activities.”
We agreed to provide a facility which is flexible, of a high standard, and inclusive and embracing to every member of the Hayscastle community. To shorten food supply chains using locally produced foods with a seasonal bilingual menu in a relaxing environment, at a fair price for the consumer and the supplier.
We promised to maintain the existing traditional wet sales in the public house trading area, and provide bar meals in the wet sales area. We promised to provide a second bar area which is family friendly, welcoming and provides a location where non-traditional pub goers will feel safe and comfortable. This will be known as “Y Cwtsh”. Our intention is to expand the existing restaurant sales by providing a much wider range of opening hours, a range of quality but value for money meals, with emphasis on meal deals and themed nights etc.
Share Offer Prospectus
In addition to our Business Plan, the Society is bound to deliver the obligations made to our shareholders in our share offer prospectus: –
“Our purpose is to establish a financially and commercially sound community pub, providing a high quality local dining and drinking experience as well as a central hub for community engagement, services, and benefits”.
A Community Benefit Society is a unique type of corporate business which is owned by and run for the benefit of the local community rather than private gain. Our aim is to buy and renovate the Cross Inn and run it as a pub and restaurant and as an active hub for all kinds of services and community activities.
UK Community Ownership Fund (COF)
As Members will be aware, the Society has obtained UK government funding in order to achieve its objects and aim. This includes grant funding totalling £244,250 from the UK Community Ownership Fund (COF). The COF funding was provided under a grant funding agreement with the Secretary of State for Levelling Up, Housing and Communities (Secretary of State).
Following a successful application, the COF funding was granted in order to: –
“deliver the purchase of the Y Cross Cas-lai public house for the community and to establish a financially sound business, providing a high-quality local dining and drinking experience as well as a central hub for community engagement, services, and benefits. COF will fund the purchase and works to renovate the building and improve existing facilities”.
Having obtained COF funding the Society is legally required to use the grant monies solely for the purposes of delivering the above – which clearly reflect the Society’s objects and aim – and we cannot make any material changes to the use of the COF Funding without their express agreement.
The Rules of the Society
The Society’s Rules, which represent our constitution, also set out the Society’s objects, which are: –
“to carry on any business for the benefit of the community to enhance, enrich and increase the resilience of the wider Hayscastle area and farming communities by the operation and maintenance of Y Cross Caslai public house as a community hub and to engage in any other ancillary activities that benefit the community or general public” (Rule 4). The Society is also empowered “to do all such lawful things as may further the Society’s objects”, including “to borrow money from … others in order to further its objects” (Rule 5). The business of the Society is managed by the Board of Directors, who exercise all the powers of the Society. The Board is responsible for ensuring that the Society’s affairs are conducted in accordance with the Rules, and to ensure the best interests of the Community it is set up to benefit are delivered, taking the views of its Members and wider stakeholders into account (Rules 76 and 78). The Board of Directors trust that Members will recognise that in creating a high-level outline and timeline to refurbish the pub, we aligned to the majority views expressed in the Community Survey of June 2023 which you can find here: – http://ycrossinn.cymru/documents/.
The Board of Directors have always acted, are acting and will continue to act in accordance with the widest possible democratic views of the Community, and in accordance with the Society’s Rules, objects and aim, their powers and responsibilities and the Society’s obligations to the Secretary of State.
Recent communications, that you may or may not have received, suggesting that the business direction that the Society is taking, is in any way in conflict with the reasons the Society was formed, operating, and not in the wider community or stakeholder interests, is entirely incorrect and misconceived. In accordance with the Society Complaints Policy, we ensure complaints regarding behaviours, necessary action or inaction are investigated. We do not investigate complaints that are vexatious, obviously unreasonable or abusive, hypothetical or anonymous. Some recent anonymous communications received were vexatious, unreasonable, defamatory and abusive and have been dismissed as such. The Society will correspond directly with the Members responsible and, with your support, invite them to offer an apology to the Members offended by these false and misconceived claims.
As fellow Members of our Society, the Board of Directors openly welcome the opportunity to discuss any genuine and legitimate concerns Members have in an open, respectful and constructive manner and we welcome positive and insightful perspectives that enhance the wonderful achievements we have worked
so hard together to make happen for the community we serve. We have all collectively contributed to a remarkable success story for our community and the Board therefore warmly invites and welcomes all of our community of Members to attend the General Meeting to be held at: –
Mathry Community Hall, Mathry, Haverfordwest, SA62 5HD
on 27th February 2024 at 7pm
to discuss and agree the matters as set out in the attached Notices of General Meeting in the spirit of democratic and collaborative solidarity and always with the best interests of our community being at the heart of all that we do and collectively decide.
For and on behalf of the Board (by electronic signature)
Geraint Evans
Chairman
Y Cross Cas-lai Community Benefit Society