## **RHYNIE COMMUNITY FACILITIES DEVELOPMENT CHARITABLE TRUST (LIMITED BY GUARANTEE) DIRECTORS ANNUAL REPORT YEAR ENDED 31 OCTOBER 2025** The Directors, who are also the trustees to the charity, present their report for the charity for the year ended 31 October 2025. ## DIRECTORS AND TRUSTEES The directors of the charitable company are its trustees for the purpose of charity law and throughout this report are collectively referred to as the directors. The directors serving during the year and since the year end were as follows:- - Mike Davies - Colin Mumford (Chair) - Alastair Wilson - Deborah Beeson (Appointed 10 June 2025) - Simon Beeson (Appointed 10 June 2025) - Robin Henderson (Appointed 10 June 2025) - Janice Smith (Appointed 10 June 2025) ## **GOVERNANCE AND MANAGEMENT** The company was established as a company limited by guarantee on 9 October 2006 and registered as a charity in 2006. The company was established under a Memorandum of Association which established the objects and powers of the company and is governed under its Articles of Association. The charity is organised so that the Directors and Members meet regularly to manage its affairs. Membership is open to: - Ordinary members – those individuals aged 18 and over who are ordinarily resident in the community and are entitled to vote at a local government election in a polling district that includes the community or part of it. - • Associate members – those individuals who are not ordinarily resident in the Area of Benefit and those organisations where located which support the Objects. Associate members are neither eligible to stand for election to the Board nor to vote at any General Meeting. There shall be no fewer than 20 members at any time and in the event that the number of members falls below 20 the Board may not conduct any business other than to ensure the admission of sufficient Ordinary members to achieve the minimum number. The Board may, at its discretion, refuse to admit any individual or organisation to membership, except for reasons of gender, sexuality, race, religion or politics. ## Cessation of membership: - Written notice of resignation is sent to the charity. - Being an individual, they become insolvent. - Being an organisation it goes into receivership, liquidation, dissolves or otherwise ceases to exist. - The annual subscription due remains outstanding for more than six calendar months. - If a resolution that a member be expelled is passed by a majority of at least 75% of the members present and voting at a General Meeting. - Being an individual, he or she dies. ## **Composition of the Board of Directors** From and after the first General Meeting of the Company, the Board shall comprise up to Eight individual persons elected as Directors by the Ordinary Members in terms of Article 32 ("the Elected Directors"), who must themselves be Ordinary Members; and up to Three individual persons co-opted in terms of Article 34 ("the Co-opted Directors"), so as to ensure a spread of skills and experience within the Board. At all times, a majority of the total number of Directors in office must be "Elected Directors". Retirement of directors: - At each AGM one third of the elected directors shall retire from office. - A retiring director shall be eligible for re-election after each term of office, a director can serve an unlimited number of consecutive terms of office. - If no director has decided or agreed to retire, the elected directors to retire at each AGM shall be those who have been longest in office since their last election. - A director shall retire if they cease to be an Ordinary member. - If the director becomes prohibited from being a director for statutory reasons they should then retire. ## **OBJECTIVES AND ACTIVITIES** The objective of the charity is to benefit the community of Rhynie. This includes conserving and regenerating the Community of Rhynie for the benefit of its members and the wider public and fostering, planning and encouraging measures that will be of educational, environmental, cultural, social and/or recreational benefit to the Community and the public generally and to advance education of the sustainable development of the Community. The significant activities for achieving the objectives of the charity are: Local fundraising. - Applications for grant assistance from organisations such as the Local Authority, Big Lottery Fund etc. - Accepting subscriptions, grants, donations, gifts legacies and endowments of all kinds. ## **OVERVIEW OF THE YEAR** During the year, the Board convened eight formal meetings to conduct the business of the Trust, in addition to the AGM held in January 2025, which replaced a previously postponed meeting. The overall position of the Trust remains reasonably sound. However, it has become increasingly clear that, in the not-too-distant future, we will need to establish a regular and sustainable source of annual income to support the ongoing day-to-day running costs of the organisation. These costs will include utilities, insurance, maintenance, and the creation of a reserve fund to deal with unforeseen expenditure outside our normal operating requirements. It is likely that this will eventually take the form of an annual membership subscription. Although we were successful in purchasing the Kirk and Hall and still retain sufficient funds to continue the current activities of the Trust in the short term, we must also recognise that this position cannot continue indefinitely without a longer-term funding strategy. A comprehensive financial report will be presented separately by our Secretary and Treasurer. ## **GOVERNANCE** The Trust has benefited greatly this year from the addition of not one, but two co-opted directors following the last AGM. Debbie Beasson, who originally joined the Board in 2014 and retired in 2021 after seven years of dedicated service — including serving as Chair in 2020 — has kindly returned to assist the Trust once again. We are also pleased to welcome her husband, Simon, whose practical skills and experience have already added greatly to the Board’s capabilities. Following receipt of the structural survey report, and with the Hall itself deemed too cold and potentially unsafe for regular occupation, Debbie and Simon generously offered their home as a venue for Board meetings. This has enabled the Board to continue its work in both comfort and good spirits, while maintaining the friendly and cooperative atmosphere that has always been an important part of the Trust’s work. ## **ACTIVITIES AND ACHIEVEMENTS** Following the purchase of the Hall, much of the year has been dedicated to evaluating the condition of the property and determining the most appropriate way forward. The process began with the Open House event held in May, which proved to be a considerable success. A total of 98 people attended throughout the day, including, I should note, two dogs and the village’s well-known Main Street cat. The level of attendance and engagement was unlike anything previously experienced by the Trust and demonstrated a genuine interest within the community regarding the future of the building. The feedback generated by the Open House highlighted the need for a full professional assessment of the Hall’s condition. While the Board possesses a wide variety of skills and experience, we recognised that a detailed structural evaluation lay outside our collective expertise. To address this, the services of Isla Consulting were engaged to undertake a comprehensive survey. The resulting report was both thorough and professionally executed. Although the findings were disappointing, they provided an honest and necessary assessment of the building’s true condition. The report confirmed that the poor state of the property was largely the result of many years without meaningful maintenance or investment by the previous owners. To assist the Board in interpreting and communicating the findings, AI-based tools were used to produce a simplified summary report. This proved particularly useful in presenting comparisons between refurbishment and redevelopment options and has greatly assisted the Board in considering possible ways forward. It also led us to include two additional strategic options for member consideration, which we believed was the fairest and most transparent course of action. The ballot paper presented today has been designed to reflect that wider range of choices and, it is hoped, provide the Board with a clearer understanding of the membership’s overall views regarding the future direction of the project. ## **CHALLENGES AND SOLUTIONS** The challenges faced during the year have been both varied and, at times, frustrating. One of the more unexpected lessons has been confirming the increasingly difficult state of the utility and service industries. It took almost five months to persuade SSE to issue the correct electricity billing documentation for the Hall. Mike experienced similar difficulties in resolving issues relating to the water supply. In both instances, the problems were only fully resolved by moving to alternative suppliers. While these matters may seem relatively minor in comparison to larger strategic issues, they nevertheless consumed a significant amount of volunteer time and effort. The year has also reinforced the reality that projects of this scale are becoming increasingly complex, both administratively and technically, particularly for organisations operated entirely by volunteers. ## **FUTURE PLANS** Our future direction will depend largely upon whether members favour refurbishment of the existing building or the construction of a new facility. It has become increasingly obvious from our experiences over the past year that the Trust will require the services of a professional project manager to oversee any major development. The complexity, compliance requirements, funding applications, and sheer scale of administration involved are beyond what can reasonably be expected of volunteers alone. In the immediate future, the Board will continue to explore funding opportunities, community partnerships, and practical options that best reflect the wishes of the membership and the longterm interests of the village. The Trust also remains committed to ensuring that the wider historical and cultural significance of the site and the village itself continue to form part of any future. ## **ACKNOWLEDGEMENTS** I would like to record my sincere thanks to all Board members, volunteers, and supporters who have contributed their time and effort throughout what has been a particularly demanding year. In particular, I would like to thank our Secretary, whose unwavering support does not go unnoticed and Mike Davies for recognition of his long-standing and exceptional service to the Trust. Finally, I would like to thank the members and wider community for their continued interest, support, patience, and constructive involvement during what has been an important and transitional year for the Trust. ## **RESERVES POLICY** The Directors have examined the requirement for free reserves which are those unrestricted funds not invested in fixed assets, designated for specific purposes or otherwise committed. The Directors consider that there is adequate working capital for the next twelve months. All funds received for specific projects are listed separately in the accounts.