Lime Kiln Wood Trust (LKWT) AGM minutes, 7 Feb. 2024

Derby Arms, Witherslack

The meeting began at 18.25.

Attendees:

Mike Burke (MB) (chair), Peter Matthiessen (PM) (minutes), Colin Barr (CB) (Treasurer), Mandy Lane (ML), Sally Varian (SV), Jenifer Burke (JB), Richard Scott (RS).

Apologies for absence:

Peter Davies (PD) (Webmaster); Jack Ellerby (JB) (Vice-Chairman)[1]

Minutes of AGM 15/2/23:

There were few matters arising.

• The agreement to buy a bat detector had not yet been put into effect, and in view of the decision to sell LKW, it was agreed that a detector would no longer be required.
• MB had heard no more from Liverpool University – no further action needed.
• No moth trapping night took place during the year as Ed Mills had been too busy.

Minutes of EGM 22/11/23:

The minutes were tabled and all matters arising were taken up during the present meeting.

Consideration of marketing proposals for LKW:

Three proposals had been received from local estate agents: Carter Jonas (CJ), H&H Estates (HH), and Armistead Barnett (AB). A fourth agent (Richard Turner) had been recommended by Ed Mills but had not been approached.

Guide prices (i.e. minimum acceptable tenders) proposed for LKW by the agents were as follows:

CJ – £125,000

HH – £120,000

AB – £90,000

There followed a lively discussion about the agents’ relative merits. CJ and AB had both visited LKW and were complimentary about its condition, suggesting that the wood might sell for a figure at the upper end of the range of current prices (these maxima have themselves recently varied from £8.5K to £14K per acre). HH had not visited the wood, which some Trust members felt did not engender confidence in their professionalism, but this agent was thought to have the most specialist experience in woodland sales. Finally, while HH and AB both proposed to charge a commission (+VAT) of 2% of the gross sale price, CJ quoted a fixed fee of £3500+VAT. This made CJ significantly more expensive than the other two, assuming the realised sum was in the order of £125,000. This consideration was felt to rule CJ out of the running. All fees quoted were exclusive of expenses and disbursements for items such as brochures and sales boards etc.

Eventually an informal vote was taken (HH – 3 votes; AB – 2 votes; 1 abstention), and it was consequently agreed that HH would be invited by MB to handle the sale.

Marketing methods:

All three agents advised that selling the wood by sealed informal tender (private treaty) would be the best approach – we could set a guide price, we would not be obliged to accept any tender if none were deemed acceptable, and we would be able to request that the tenders should be accompanied by explanations of why the potential buyers were interested in LKW and what they proposed to do with it. It was, however, acknowledged that we would ultimately have no control over LKW’s future.

It was unanimously agreed to accept this advice and proceed by informal tender, while simultaneously requesting the reasons why tenderers were interested in LKW.

Method of concluding the contract of sale:

It was agreed that the chairman (MB) was empowered to sign a contract for the services of the chosen agent, and he would therefore contact HH as soon as possible.

It was also agreed that the chairman (MB) and treasurer (CB) were empowered jointly to sign the eventual sales contract with the purchasers, although this could be reconsidered at a later date.

Finally, it was considered that a suitable legal representative for the sale would be Forresters Solicitors of Barrow-in-Furness, who had handled the original purchase of LKW and also overseen several other transactions in connection with the wood. It was therefore agreed that MB would contact Forresters forthwith.

Division of residual assets and winding up of the Trust:

1. Non-monetary assets. It was agreed to leave the bird/bat boxes and the 3 display board frames in the wood, but to remove the information boards themselves before the wood was sold. It was also unanimously agreed to give the first aid kit to the Rusland Horizons project, of which CB is a prime mover. Finally, it was agreed that the Barker’s woodyard should be informed that they were no longer to remove timber from the wood, in order that potential purchasers would not be mislead about what was for sale (Action MB).
2. Monetary assets. CB had provided an exhaustive breakdown of the various options for disposing of the residual monetary assets (£7190.90 on 5/1/24). After discussion, it was agreed (but see Addendum below) that the fairest approach would be Colin’s Option 4+2, in which the various set-up costs incurred by some Trust members would be re-paid first, after which the remaining moneys would be divided equally between the 7 shareholders. This would result in approximate disbursements as follows:

CB/ML	£1263.57
JE	£793.57
MB/JB	£793.57
PD	£1028.57
PM	£1263.57
RS	£1028.57
SV	£1028.57
Total	£7200.00

CB raised the issue of whether Capital Gains Tax would be payable on the income from the woodland sale when it entered the LKW account. Nobody knew the answer to this, and it was agreed that Forresters Solicitors would be asked to advise.

Finally, CB also suggested that it might be considered sensible to keep the LKWT going as a ‘shell’ that did not actually do anything, in order to make life simpler for future owners (with potentially similar aims to ours) who might wish to organise a Trust. It was agreed that this possibility would be explored with Forresters, but that the simplest option would probably be to instruct the solicitors to wind up the Trust.

Next meeting:

No date was set for another meeting, but one will probably be needed in early summer 2024 to ensure any relevant paperwork is signed, and of course to have a farewell party!

The meeting closed at 19.20.

ADDENDUM

A phone conversation was held between JE (who had been too ill to attend the AGM) and MB/PM on 8/2/24. JE was given a brief verbal summary of the AGM’s main decisions. Although his preference had been to appoint CJ as the agents, he was happy to go along with the decision to choose HH. However, concerning the division of residual assets, he wondered whether it might be simpler to pay for all sales and legal expenses directly from our bank account, rather than dividing up the residual according to Option 4+2. This possibility had not been discussed at the AGM. The idea will have to be discussed at a future meeting of LKWT, but it may not completely avoid the problem of dividing up the residual. Assuming the eventual sales income is £125,000, the commission payable to the agents would be 2% of £125,000 + VAT = £3,000 + expenses. Presumably a similar amount will be charged by Forresters, which might still leave something in the LKWT account that would require disbursement

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[1] See the Addendum