International Society of Typographic DesignersAGM Notice 2015–16

The Companies Act 2006Notice of Annual General Meetingof ISTD Limited – Company number 5273293

Notice is hereby given under the Act mentioned aboveof the 2015–16 Annual General Meeting of the companyInternational Society of Typographic Designers Limited.

The ISTD Annual General Meeting 2015–16 is to be held at:

on-IDLE Ltd, 75 Brokesley Street, London, E3 4QJon Saturday 5 November 2016 at 1.15 pm prompt

For the following purposes:To receive the Report of the Directors and the Annual Accountsfor the year ended 31 March 2016To transact any other ordinary business of the Company

By order of the Board18 October 2016

The notice that list any resolutions on which you may vote, if you are a currentISTD Member is included in this AGM document.

To comply with our statutory obligations the Annual Report and Accounts forthe year end 31 March 2016, together with the form of Proxy for any proposedresolutions, are included in this document.

If you are unable to attend the AGM but wish to vote on the resolutions as listed,if a poll is called on any of them, please complete the Form of Proxy included inthe AGM document.

Note1. A member of the Company who is entitled to attend and vote at the Annual general

meeting is entitled to appoint a proxy, who must also be a member of the company,to attend and vote instead of that member.

2. A proxy form is enclosed which to be valid must be completed and deposited at theappointed address not later than 48 hours before the time appointed for the holdingof the meeting (1.15 pm Thursday 3 November). Completion of the proxy formwill not affect the right of a member to attend and vote at the meeting in person.

3. Only current members of the Company (ISTD Members, Fellows and HonFellows)are entitled to vote.

International Society of Typographic Designers is a Company Limited by GuaranteeRegistered in England & Wales company number 05273293Registered office: Griffins Court, 24–32 London Road, Newbury, Berkshire RG14 1JX

Dated this day

Or email the relevant proxy information, including your appointee and vote to:agm@istd.org.uk

Completed Proxy form to reach ISTD by 1.15 pm Thursday 3 November 2016.

Name

Signed

The Companies Act 2006International Society of Typographic Designers Limited

Form of Proxy for use at the Annual General Meeting of the Company to be heldon Saturday 5 November 2016

of,

I,

being a member of ISTD Ltd (‘the Company’)

hereby appoint

[please enter the name of appointee if not the Chair]

or, failing he/she, the Chair of the Meeting as my proxy to vote in my name and onmy behalf at the Annual General Meeting to be held at 1.15 pm on 5 November 2016.

This form is to be used in respect of the resolutions mentioned below as follows:

Resolutions

1 – To receive the Report of the Directors and the Annual accounts for the yearended 31 March 2016

For

For

Against

Against

2 – To transact any other ordinary business of the Company

International Society of Typographic DesignersAGM 2015–161.15 pm Saturday 5 November 2016on-IDLE Ltd, 75 Brokesley Street, London, E3 4QJ

AGENDA

1.0 Apologies for absence

2.0 MINUTES OF 2014–15 AGM2.1 Corrections2.2 Matters arising

3.0 ADOPTION OF BOARD REPORT for 2015–16

4.0 ADOPTION OF ACCOUNTS4.1 Adoption of accounts for the year 1 April 2015 to 31 March 2016

5.0 ELECTION OF BOARD and OFFICERS5.1 Chair: Board Appointment – see 5.45.2 Board members willing to stand for re-election:

Jonathan Burr Becky Chilcott David Coates John Paul Dowling Belinda Magee Brian Palmer Marc Peter Clare Playne Tony Pritchard Caroline Roberts Freda Sack Erik Spiekermann Neil Tinson Andy Uren

5.3 Resignations from the Board:

Euan Black John McMillan Richard Wolfströme

5.4 Election of Members to the Board:

Jonathan Doney – as Chair

Jonathan Doney has extensive experience on the Board and as past Chair

6.0 ANY OTHER BUSINESS

Minutes of Annual General Meeting 2014–15 for ISTD Ltdthat was held on Saturday 21 November 2015at on-IDLE Ltd, 75 Brokesley Street, London, E3 4QJ

1.0 Apologies

BoardEuan Black MISTDAndy Uren MISTD – appoints Freda Sack as proxy voteJohn Paul Dowling MISTDNeil Tinson MISTDTony Pritchard MISTD

MembersPeter Dawson FISTD – appoints Chair as proxy voteJonathan Doney FISTD – appoints Freda Sack as proxy voteDavid Playne HonFISTD – appoints Chair as proxy voteDavid Somers MISTD – appoints Chair as proxy voteMarilyn Sturgeon FISTD – appoints Freda Sack as proxy voteDonald Soutar MISTDBill Barr FISTDIvan Cooper HonFISTD – appoints Freda Sack as proxy voteMatthew Hopkins MISTDLouise Prideaux MISTDHelen Lunn MISTDDavid Quay FISTD – appoints Freda Sack as proxy vote

1.1 Attendees

BoardDavid Coates MISTDFreda Sack FISTDMarc Peter MISTDCaroline Roberts MISTDBelinda Magee FISTDClare Playne FISTDJonathan Burr MISTDRichard Wolfströme MISTD (via Skype)Brian Palmer MISTD (via Skype)John McMillan FISTD (via Skype)Becky Chilcott FISTD (via Skype)

MembersAnnette O’Sullivan MISTD

Chris Duggan (ISTD Accountant)

2.0 Minutes of 201 –1 ISTD AGM held at 11.30 Saturday 21 November 2015

2.1 Corrections – No corrections2.2 Matters arising– No matters arising

Belinda Magee proposes acceptance of the 2013–14 AGM minutes as a true record– seconded by Marc Peter

3.0 Adoption of Reports on behalf of the Board for 2014–15

David Coates as acting Chair gives those present time to read through the Financialreport from Freda Sack and also the Board report of activities for the year, includingthe education report.

There were no questions or matters arising.

Freda Sack proposes adoption of the 2014–15 AGM Reports as a true record– seconded by Caroline Roberts.

4.0 Adoption of Accounts

1 April 2014 to 31 March 2015

Chris Duggan, Griffins – ISTD Accountant available to answer any questions relating tothe ISTD accounts.

Chris Duggan explains that ISTD membership subscription numbers have seen a 5%reduction compared to last year. This is the case for many similar organisations with asubscripton based membership who have also seen a fall of between 5–10%.

The accounts show an extra income from the Professional awards of approximately£24,000. The cost to put on the Awards was nearer £26,000 and although as a societywe had more activities throughout the year, we didn’t neccesarily make any money onthese. Compared to the previous year costs in some areas, such as the websitedevelopment, have fallen slightly.

Looking at the year as a whole the society has a surplus of £4,689 compared to the year2013–14 surplus of £5,485. Chris advised that looking ahead, we need to be aware thatif membership numbers fall again then the bottom line figure for the year could benearer to just breaking even or worse.

The tax charge for the society for the year was £938 and therefore £3,751 will be carriedforward to the society’s surplus reserves which now stand at just over £50,000 at theend of March 2015 which is healthy.

Jon Burr asked if this money had been set aside or if there were plans to use it foranything particular. Freda replied that the money belongs to the membership and thatas a board, we are obliged to use it for the benefit of the membership but at presentthere was no specific project in mind.

There were no other questions or matters arising

Adoption of accounts – proposed by Jon Burr – seconded by Annette O’Sullivan.

5.0 Election of Board and Officers

5.1 David Coates reminds those present that as directors, the Board can decide onappointments, titles and responsibilities. He reminded those present that the societyhasn’t had a President or Chair for a few years and this should be addressed as anitem to discuss further at the board meeting that follows the AGM.

No directors are resigning from the board.

5.2 Board Members willing to stand for re-election:

David BennettEuan BlackJonathan BurrBecky ChilcottDavid CoatesNick KapicaBelinda MageeJohn McMillanBrian PalmerMarc PeterClare PlayneCaroline RobertsFreda SackErik SpiekermannAndy UrenRichard WolfströmeTony PritchardNeil Tinson

Board re-elected as collective group.

Freda proposes this arrangement,– seconded by John McMillan.

5.3 Election of Members co-opted to the Board:

No nominations have been received.

6.0 Any Other Business

6.1 David Coates reminded those present that this was an opportunity to raise mattersrelating to the AGM specifically.

John McMIllan commented that the AGM papers were very clear and David Coatesthanked Freda Sack on behalf of the board for her hard work in writing the reports andpreparing the papers.

There being no other business relating to the AGM, the meeting closed at 11.48 am

International Society of Typographic DesignersAGM Board Report for period 1 April 2015 – 31 March 2016

Finance

For the year 1 April 2015 to 31 March 2016 ISTD there was a decrease inmembership subscriptions, however this should viewed in line with currentdownward trends in membership-based organizations. ISTD’s membershipis fairly consistent, and still attracting new members, aided by the onlinemembership application process.

Income from Student Assessments has very slightly decreased but this has noadverse implications on the popularity of the scheme. We have not increased theregistration fee for a number of years as we aim to keep the scheme as accessibleas possible. Overall assessment costs were higher as we spent a little more on theStudent Award Evening, to mark the 40th anniversary of the Assessment Scheme.

The decrease in income from publication sales is due mainly to the fact that lastyear’s publication income was inflated by the success of the 2014 Awards book.There was no Professional Awards event during this current membership year.This also reflects in the costs of membership, postage, packing, credit card chargesetc. all related to the professional awards.

The increased costs for web are due to an overhaul and upgrade of our web andinternet systems this year, which include a new and more serviceable email ande-news set up, as well as more functionality in the CMS and front end enhancementsto facilitate continuity of administration and communications with an increasinglyinternational society.

We aim to use all annual income, however a small surplus is inevitable, and this willbe added to the reserves and used for the benefit of the membership. ISTD is self-funding and the fact that we continue to achieve significant progress on behalf ofthe membership on a relatively small budget is due only to the dedication and effortof the board on a volunteer basis.

Education 2015-16

The Assessment is ISTD’s continuing success story built on by investment, bothmonetary and through the considerable pro bono efforts of the Education Director,Area Coordinators, Education Team, invited Assessors and Board Members.

The Society’s education activities are coordinated by ISTD Education DirectorJohn Paul Dowling and the Education Team. In recent years the AssessmentScheme has expanded to represent our international activities and members inprofessional practice. With the view to extend the scheme to the USA, Kent State,Ohio submitted to the Irish Assessment. Two ISTD members now teaching atKent State will progress the USA branch of the assessment under the guidanceof John Paul Dowling. We have added four new members to the Education Teamrepresenting the UK, New Zealand, the USA and Sri Lanka.

The UK 2015 Student Assessment took place in London on the last weekendin March, preceded the week before by the Irish Assessment held in Dublin.The Middle East Assessment took place in June in Beirut; and in the SouthernHemisphere – the South Africa assessment was held in October and theAustralasian one in November.

The briefs for 2015 are still available to download from the Education pages ofthe ISTD website, along with the considerable resource of briefs from previousyears. The education cycle spans two membership years. Before the cycle of theassessments is completed with the last two held in the Southern Hemisphere,the briefs for the upcoming year are launched at the beginning of October. Theeducation reports for 2016 will be covered under the 2016 AGM. Briefs for 2016are also available on the ISTD website – along with the more recently launchedones for the upcoming 2017 Assessment.

The 2015 assessment was the second held under the new leadership ofEducation Director John Paul Dowling, who took over the role from ProfessorJohn McMillan. The Design Museum, London was the 2015 industry partner,who set one of the five briefs and we most are grateful for their involvement.

Here are some statistics for the 2015 Assessment:

UK/MainSubmissions: 185Pass: 50Merit: 11Commendation: 5

South AfricaSubmissions: 30Pass: 12Merit: 2Commendation: 1

Ireland(incl. Kent State, Ohio)Submissions: 66Pass: 17Merit: 6

AustralasiaSubmissions: 73Commendation: 2Merit: 12Pass: 29

Middle East(incl. Cyprus)Submissions: 9Pass: 4

ISTD’s Assessment Scheme was started in 1975 and is cited as a model ofacademic thoroughness and professionalism. Traditionally we celebrate theachievements of the successful students from the UK, Irish and Middle Eastschemes with a summer event in London. Pentagram again kindly hostedanother lively presentation evening in July 2015, attended by students andtheir tutors; with Pentagram partner and ISTD Fellow Angus Hyland presentingthe certificates. Our sponsorship partners Cass Art and Fenner paper provided‘goody bags’ for all successful students and their tutors. This year’s event was aspecial occasion for ISTD to celebrate 40 years of the scheme. The evening wasextended to include a pre-event with invited guests who had been involved withthe scheme over the years.

Throughout the Education year John Paul Dowling also presented papers aboutISTD’s educational input and involvement at several type/education relatedconferences. Becky Chilcott ISTD’s Australasian coordinator together withboard member Euan Black and their ‘ISTD team’ in Perth, WA, collaboratedon workshops and talks in Western Australia, New South Wales and Victoria.

Members

Membership applications have increased through the more efficient onlineapplication facility included in the website / CMS. During the year throughour educational network we attracted several Institutional Members acrossthe UK, Ireland and Australasia.

We’d like to thank longstanding member Colin Mills for donating his collectionof ISTD journals for ISTD’s archive.

Honorary Fellowship is the highest accolade that ISTD can give and we were delightedthat Ben Bos and John Miles both accepted ISTD Honorary Fellowship this year,awarded in recognition of their outstanding typographic design achievement.

Ivan Chermayeff HonFISTD designed the De La Warr Pavilion’s 80th anniversary logoand there was a competition for ISTD members to win the DLWP limited edition ‘80’enamel badges.

ISTD Honorary Fellows Margaret Calvert, Alan Kitching and Ivan Chermayeff hadwork showing at several exhibitions in London, and touring the UK.

Newsletters and social media

Social media activity has grown with more interaction through regular ISTD e-newsletters,including competitions for members to win tickets, publications etc. These have includedinput from partners and sponsors such as Laurence King Publishing, De La Warr Pavilionand Monotype. Our more active web and social media presence is helping to enhancethe design community's perception of the Society as a positive influence on designstandards worldwide, further contributing to building the Society’s reputation.

Board

You will have noticed a few resignations from the board on the AGM agenda. We’resorry to be losing Euan Black, John McMillan and Richard Wolfströme. All will of courseremain ISTD members and have assured us they will still input wherever they can,without the responsibility of being on the board. Euan joined ISTD through the StudentAssessment scheme graduating from Duncan & Jordanstone, eventually emigrating toPerth where ISTD put him in touch with Becky Chilcott, ISTD’s Australasian coordinator,and co-deputy chair. Euan has been an invaluable board member, contributing hisexpertise on brand and social media, and working diligently as part of the Australasianteam. Richard has been a board member since 2009 contributing to several exhibitionand publishing projects, and setting up and managing ISTD’s LinkedIn group – amongstother initiatives. Last, but definitely not least, John McMillan who, from 2001–13, ledthe development of the Assessment scheme and its introduction into the curricula ofmany leading design schools worldwide, as well as being a loyal and committed boardmember who has made a very significant contribution to ISTD. We thank each of themfor their hard work and commitment during their time on the ISTD Board.

We are fortunate to be regaining a previous board member, Jonathan Doney, who, towards the end of the 2015 membership year, expressed an interest in being involved again.Jonathan was Education officer from 1995–2002 and Chair from 2004–9. Not strictlywithin the remit of this report but relevant to the agenda, he was recently coopted to theBoard with the hope that he would resume as Chair, and we are very pleased to say thathe has accepted this role. A huge vote of thanks goes to Dave Coates who has worked tirelessly as acting-chair over a busy and extended period. Dave Coates and Becky Chilcott will continue as co-deputy chairs covering Northern and Southern hemispheres respectively.

There has been a lot of behind the scenes work this year to facilitate communicationsfor an increasingly international Society, Board and Education team. With a view tocontinuity, as well as our physical archive, the Board is building a digital archive andplanning resource for future board members to draw upon. The board team’s work isentirely voluntary, contributing much time and effort to drive everything we do. As ever,we thank them all for their commitment and dedication over the course of the year.We welcome all involvement in our initiatives and events, and thank the membershipfor continuing to support and engage with the Society.

1

Report of the Directors and Unaudited Financial Statementsfor the year ended 31 March 2016for International Society of Typographic Designers Limited

Contents of the Financial Statementsfor the year ended 31 March 2016

Page

Company Information 2

Report of the Directors 3

Income and Expenditure Account 4

Balance Sheet 5

Notes to the Financial Statements 6

Report of the Accountants 8

Detailed Income and Expenditure Account 9

International Society of Typographic Designers LimitedCompany Informationfor the year ended 31 March 2016

Directors: F A SackA C UrenC PlayneM PeterE SpiekermannD B CoatesR A ChilcottN M KapicaB J MageeJ R McMillanR A Wolfströme

Registered Office: Griffins Court24–32 London RoadNewburyBerkshireRG14 1JX

Registered Number: 05273293 (England and Wales)

Accountants: GriffinsChartered AccountantsGriffins Court24–32 London RoadNewburyBerkshireRG14 1JX

2

International Society of Typographic Designers LimitedReport of the Directorsfor the year ended 31 March 2016

The directors present their report with the financial statements of the companyfor the year ended 31 March 2016.

DirectorsThe directors shown below have held office during the whole of the period from1 April 2015 to the date of this report.

F A SackA C UrenC PlayneM PeterE SpiekermannD B CoatesR A ChilcottN M KapicaB J MageeJ R McMillanR A Wolfströme

This report has been prepared in accordance with the provisions of Part 15 of theCompanies Act 2006 relating to small companies.

On Behalf of the Board:

F A Sack – Director

........................ 2016

3

International Society of Typographic Designers LimitedIncome and Expenditure Accountfor the year ended 31 March 2016

31/3/16

Notes £

Turnover 35,538

Cost of sales (16,242)

Gross Surplus 19,296

Administrative expenses (16,089)

Operating Surplus 2 3,207

Interest receivable and similar income 5

Surplus on Ordinary ActivitiesBefore Taxation 3,212

Tax on surplus on ordinary activities 3 (642)

Surplus for the Financial Year 2,570

31/3/15

£

67,224

(48,289)

18,935

(14,266)

4,669

20

4,689

(938)

3,751

4 The notes form part of these financial statements

5

International Society of Typographic Designers Limited(Registered number: 05273293)Balance Sheet 31 March 2016

31/3/16 31/3/15Notes £ £

Current AssetsStocks 5 167 225Debtors 6 8,900 10,243Cash at bank and in hand 69,131 67,445

78,198 77,913CreditorsAmounts falling due within 1 year 7 23,998 26,283

Net Current Assets 54,200 51,630

Total Assets Less CurrentLiabilities 54,200 51,630

ReservesIncome and expenditure account 8 54,200 51,630

54,200 51,630

The company is entitled to exemption from audit under Section 477 of the CompaniesAct 2006 for the year ended 31 March 2016.

The members have not required the company to obtain an audit of its financialstatements for the year ended 31 March 2016 in accordance with Section 476 ofthe Companies Act 2006.

The directors acknowledge their responsibilities for:(a) ensuring that the company keeps accounting records which comply with Sections

386 and 387 of the Companies Act 2006and

(b) preparing financial statements which give a true and fair view of the state of affairsof the company as at the end of each financial year and of its surplus or deficit foreach financial year in accordance with the requirements of Sections 394 and 395and which otherwise comply with the requirements of the Companies Act 2006relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions ofPart 15 of the Companies Act 2006 relating to small companies and with the FinancialReporting Standard for Smaller Entities (effective January 2015).

The financial statements were approved by the Board of Directors on ......................and were signed on its behalf by:

F A Sack – Director D B Coates – Director

The notes form part of these financial statements

International Society of Typographic Designers LimitedNotes to the Financial Statementsfor the year ended 31 March 2016

1. ACCOUNTING POLICIESAccounting ConventionThe financial statements have been prepared under the historical cost conventionand in accordance with the Financial Reporting Standard for Smaller Entities(effective January 2015).

TurnoverTurnover represents sales of goods and services.

Tangible Fixed AssetsDepreciation is provided at the following annual rates in order to write off eachasset over its estimated useful life.

Computer Equipment – Straight line over 3 years

StocksStocks are valued at the lower of cost and net realisable value, after making dueallowance for obsolete and slow moving items.

Deferred TaxDeferred tax is recognised in respect of all timing differences that have originatedbut not reversed at the balance sheet date.

Foreign currenciesAssets and liabilities in foreign currencies are translated into sterling at the ratesof exchange ruling at the balance sheet date. Transactions in foreign currenciesare translated into sterling at the rate of exchange ruling at the date of transaction.Exchange differences are taken into account in arriving at the operating result.

2. OPERATING SURPLUS

The operating surplus is stated after charging/(crediting):

31/3/16 31/3/15£ £

Foreign exchange differences (312) 620

Directors' remunerations and other benefits etc – –

3. TAXATION

Analysis of the Tax ChargeThe tax charge on the surplus on ordinary activities for the year was as follows:

31/3/16 31/3/15£ £

Current tax:UK corporation tax 642 938

Tax on surplus on ordinary activities 642 938

UK corporation tax has been charged at 20% (2015 - 20%).

6 Continued

International Society of Typographic Designers LimitedNotes to the Financial Statements – continuedfor the year ended to 31 March 2016

4. TANGIBLE FIXED ASSETSComputer Equipment

£CostAt 1 April 2015and 31 March 2016 1,569

DepreciationAt 1 April 2015and 31 March 2016 1,569

Net Book ValueAt 31 March 2016 –

5. STOCKS 31/3/16 31/3/15£ £

Stock of Books and Magazines 167 225

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR31/3/16 31/3/15

£ £

Prepayments and accrued income 8,900 10,243

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR31/3/16 31/3/15

£ £

Trade creditors 6,046 5,324Tax 642 938Accruals and deferred income 17,310 20,021

23,998 26,283

8. RESERVESIncome and expenditure account

£At 1 April 2015 51,630Surplus for the year 2,570

At 31 March 2016 54,200

9. MEMBERS' GUARANTEEThe company is limited by guarantee, having no share capital, whereby the liability ofits members to contribute to the assets of the company in the event of it being woundup may not exceed £1 as set out in its memorandum of association.

7

International Society of Typographic Designers LimitedReport of the Accountants to the Directors ofInternational Society of Typographic Designers Limited

As described on the balance sheet you are responsible for the preparation of thefinancial statements for the year ended 31 March 2016 set out on pages four toseven and you consider that the company is exempt from an audit.

In accordance with your instructions, we have compiled these unaudited financialstatements in order to assist you to fulfil your statutory responsibilities, from theaccounting records and information and explanations supplied to us.

GriffinsChartered AccountantsGriffins Court24–32 London RoadNewburyBerkshireRG14 1JX

Date .................................... 2016

8 This page does not form part of the statutory financial statements

TurnoverMembership SubscriptionsStudent AssessmentsPublication SalesProfessional awards

Cost of salesOpening stockTypographic publication andaward costsAward expensesMembership costsStudent Assessment Costs

Closing stock

GROSS SURPLUS

Other incomeBank Account Interest

ExpenditureInsuranceAdministration CostsPrinting, Postage & StationeryAdvertising & marketing costsCouncil MeetingsStorageWeb and internet costsSundry expensesAccountancyForeign exchange losses Finance costsBank chargesCredit card

NET SURPLUS

31/3/15

£ £25,67513,9583,436

24,15567,224

280

6,15726,6045,321

10,152

48,514(225)

48,289

18,935

20

18,955

1405,000

496131691

1,748431

–2,116

62011,373

7,582

522,841

2,893

4,689

31/3/16

£ £21,60013,347

591–

35,538

225

2,464–

84512,875

16,409(167)

16,242

19,296

5

19,301

1405,0001,470

81284

1,7664,026

161,980(312)

14,451

4,850

1101,528

1,638

3,212

9 This page does not form part of the statutory financial statements

International Society of Typographic Designers LimitedDetailed Income and Expenditure Accountfor the year ended 31 March 2016