THE KNOYDART FOUNDATION
COMPANY NO. SC171248
Minutes of a meeting of the board of directors of The Knoydart Foundation (the “company”) held on
24/03/2021 at [5:45]pm.
PRESENT: Grant Holroyd (Chair), Morag Anderson, Sam Gardener, Denise Atherley, Ian
Robertson, Richard Williams
Also Attending: Craig Dunn, Louise Costello, Louise Grant (EQ Accountants)
Apologies: Allan Henderson
Minutes taken by: Craig Dunn
Grant Holroyd was appointed convenor of the meeting (the “Convenor”).
The Convenor noted that a quorum was present and declared the meeting open.
- PURPOSE OF THE MEETING
The Convenor informed the meeting that it had been convened to consider the sale of 0.10
Hectares of bare land at Sawmill Wood, Inverie to Johannes Jacobus Liebenberg (hereinafter
“the Purchaser”), who presently resides at Scottas Cottage West, Inverie.
(First) The Convenor explained that the proposed sale by the company to the Purchaser
would be in terms of a Disposition which includes a main plan (“Plan 1”) showing the location
of the 0.10 Ha. plot of bare land within Sawmill Wood. The convenor disclosed that the
proposed sale to the Purchaser falls within the framework of the existing rural housing plot
scheme whereby undeveloped land is sold by the company to eligible individuals at a value
which excludes the development value (both actual and potential) of that land. This means
that (i) the Purchaser is expected to seek his/her own planning consent to construct a single
house on the plot and after grant of planning consent and relevant building warrants to build
a house on the plot for permanent occupation by the Purchaser and (ii) the sale is subject to
a rural housing plot real burden inserted in the Disposition at Schedule 1 and which real
burden is enforceable by Communities Housing Trust (previously The Highlands Small
Communities Housing Trust). The Convenor explained to the meeting that this real burden
gives Communities Housing Trust (hereinafter “CHT”) a right of pre-emption over the plot
whenever the Purchaser wishes to sell or otherwise transfer or gift the plot in whole or in part
to another person or entity. The Convenor also made the point that CHT may exercise its right
of Plot buy-back at a price being set at 75% of the then Open Market Value for the Plot. By that stage, the plot should have a completed house built upon it by the Purchaser and the
Open Market Value at that stage would reflect a price for a fully developed plot with finished
house and connection to all relevant services. The Convenor finished by saying that this preemption arrangement is designed to deter development speculation by the Purchaser as he
would lose 25% of the value of the Plot on sale or gift to any other party.
(Second) The Convenor also went on to explain that the rural housing burden in Schedule 1
of the Disposition is further backed up in terms of the company’s rural housing objectives by
a Personal Bond which is to be granted by the Purchaser in favour of the company. The
Convenor explained to the meeting that the Bond, which has already been signed by the
Purchaser includes an undertaking by the Purchaser that once the house is completed on the
Plot, (i) the said house will be occupied by the Purchaser has his only or principal place of
residence and (ii) the said house will not be let out by the Purchaser under any form of tenancy
without the prior consent of the company. The Convenor also explained to the meeting that if
the Purchaser at any future time conveys the property to a third party, the Purchaser will not
be released from his undertaking in the Bond until that 3rd party enters into a successor
undertaking to the company in similar terms to the Bond.
(Third) The Convenor explained to the meeting that the Personal Bond by the Purchaser is
to be re-enforced by a Standard Security to be granted by the Purchaser in favour of the
company. The Convenor went on to explain that if the Purchaser intended to breach the terms
of his Personal Bond, the company might call up the Standard Security as a means to take
control of the Plot and the mere threat by the company to exercise this power ought alone to
be enough to force the Purchaser to honour the terms of his Personal Bond.
4.1. There was produced to the meeting the Disposition by the company in favour of the Purchaser.
The Convenor made clear to the meeting that the sale price of Plot 1 Sawmill Wood is FIVE
THOUSAND POUNDS (£5,000) STERLING.
4.2. The directors confirmed that they were familiar with the terms of the Disposition to be granted
by the company in favour of the Purchaser.
It was RESOLVED that the Disposition would promote the success of the company for the
benefit of its members as a whole and further resolved that any two directors of the company
be and are authorised to sign the corporate guarantee on behalf of the company and in doing
so to agree and approve any ancillary amendments made to the Disposition after the holding
of this meeting;
- PERSONAL BOND
5.1. There was then produced to the meeting the Personal Bond by the Purchaser in favour of the
company and the Standard Security by the Purchaser in favour of the company, both of which
documents have already been signed by the Purchaser.5.2. The directors confirmed that they were familiar with the terms of the Personal Bond and the
Standard Security as signed by the Purchaser in favour of the company.
It was RESOLVED that the Personal Bond by the Purchaser in favour of the company would
promote the success of the company for the benefit of its members as a whole and further
resolved that any two directors of the company be and are authorised to sign the Personal
Bond on behalf of the company and in doing so to agree and approve any amendments made
to the Personal Bond after the holding of this meeting.
- Change of HR
Board agreed unanimously to terminate the contract with HR Dept and take on Allan Sears
of Highland HR in the short term at least with immediate effect.
- Financial Summary
LG confirmed Audit required but expense and additional work could be mitigated by moving
our end of year to December.
Board agreed that year end should be shifted to December.
ACTION – LG – to send necessary forms to CD
ACTION – LG – Agreed to send through quarterly financial management information
ACTION – LG – to email chair of Knoydart Renewables to notify them of the changes.
ACTION – LG – Show the cash reserves on Management Accounts
ACTION – LG – to send through Covid policy business plan
- Strategy going forwards
There was a discussion on the headline strategies for the Foundation going forwards for the
next three years.
Proposed that our mission statement be words to the effect.
“Our mission is to develop a sustainable financial model based on community, climate
change and biodiversity.”
- Date of Next Meeting
Single item agenda meeting on Constitution Monday 29th, March, 6.00 p.m.11. CLOSE
There being no further business, the Convenor declared the meeting closed.
Date: [ ] [ ] 202