Black Mountains Gliding Club EGM

Saturday 31st May

Register of Proposals from Club Members

Proposal Number	Proposal	Proposer’s Name	Date Received
1.	Replace existing article 19 with new article 19 reading “At any General Meeting a resolution put to the vote of the meeting shall be decided by a poll.” This enshrines the principle of ballot voting once and for all, removes the subtle peer pressure that can bear upon a show of hands in a crowded room of “friends”, and avoids unfairly stigmatising a chairman or member who calls for a poll at the time.	Roger Hurley	04.05.2008
2.	Replace existing article 33(a) with new article 33(a) reading “The number of Directors shall be not less than two and not more than five.” Three directors may not bring sufficient breadth of experience or opinion to the table, five ought to be enough. More than five is clearly cumbersome. Works with Proposal 3.	Roger Hurley	04.05.2008
3.	Remove existing article 34 entirely. This removes a power given to the directors to appoint other directors without any democratic election process.	Roger Hurley	04.05.2008
4.	At the end of existing article 37 add the sentence “The register of debentures shall be available for any member to inspect at any reasonable time in the registered office of the company.” The Register of Debentures is a document available to public scrutiny on request.	Roger Hurley	04.05.2008
5.	Replace all of existing article 43(a) to 43(f) inclusive with new article 43 reading: “43(a) All of the directors shall retire from office at each and every Annual General Meeting and may be eligible for re-election subject to articles 43(b) and 43(c). 43(b) A duly elected director may serve not more than three consecutive terms. A term is defined as the period between one AGM and the following AGM. 43(c) A director having served three consecutive terms shall not be eligible for re-election until he or she has stood down for one full term.” Requires each director to seek a new mandate at every AGM where members may consider performance, attendance and voting record etc. Helps to discourage development of long-term power clique.	Roger Hurley	04.05.2008
6.	Replace existing article 52 with new article 52 reading “The Directors may appoint a Company Secretary for such term at such remuneration and upon such conditions as they see fit. Any Company Secretary appointed shall be appropriately qualified, and shall not be a Director.” Revised Companies Act no longer requires appointment of an in-house Company Secretary, i.e. the function can be contracted out. The Co.Sec role should be detached from the committee of directors.	Roger Hurley	04.05.2008
7.	Replace existing article 55(b) with new article 55(b) reading “The Directors shall at all reasonable times make the books of account available for any member to inspect by appointment at the registered office of the company.” (Article 55(a) needs revising in accord with current Companies Act.) Puts in place a ‘checks & balances’ procedure should any member ever consider it necessary to invoke it.	Roger Hurley	04.05.2008
8.	“The financial year end or accounting reference date of the company shall be 31^st December each year. The Annual General Meeting of the company shall be convened during the months of January or February each year. The annual membership subscriptions shall be due on 1^st March each year.” Positioning the AGM before the start of the new subscription year means that the directors have to win the hearts and minds of the membership before the members decide to renew their memberships, or elect directors. An earlier AGM works with Proposal 9.	Roger Hurley	04.05.2008
9.	“The Directors shall produce an annual income and expenditure and cash flow budget for each financial year and shall obtain the members approval to it at the Annual General Meeting.” A fundamental management policy and tool that the members should approve. If the members disapprove there is time to amend it before the financial year advances too far. Works with Proposals 8 and 10	Roger Hurley	04.05.2008
10.	“The Directors shall maintain a monthly income and expenditure and cashflow statement and shall publish it together with the minutes of Directors meetings.” A relatively easy thing to do. Ensures that all of the directors are conversant with the actual financial position and develops transparency. Also allows those members that are financial or business professionals to contribute in a meaningful way as the business progresses.	Roger Hurley	04.05.2008
11.	The Club should have a minimum of three Board Directors and maximum of five. I believe that five directors is the greatest number, which the members of a club of our size can sensibly elect from our membership. With these numbers in mind there is a reasonable chance that the directors will have a like mind, be compatible and have the breadth of skills and knowledge necessary to manage the club effectively. Any full member wishing to propose another full member for the post of director should give good reasons as to why they believe the person to be a suitable candidate.	Don Gosden	28.04.2008
12.	No more than three of the BMGC directors should then be elected to stand on the TAL board.	Don Gosden	28.04.2008
13.	Only full members of BMGC should have a vote as the club’s best interest lies in their hands. Country members could have a conflict of interests because it is reasonable to assume their loyalty will lie with their home clubs. Given the significant number of country members that we have their vote could be to the detriment of the full members interests. Why should county members have the same rights as full members who pay more for the privilege of being a member of the club?	Don Gosden	28.04.2008
14.	Mr. K. Basterfield be voted off the board and dismissed from the committee of B M G C. . I put this proposal forward in view of KB's clearly stated differences of outlook and opinion with the other directors of B.M.G.C. and his declared intent of "remaining to be a voice of dissent" . I, and I believe many other members vote people onto the committee to act in the best interests of the Club - KB's working against that ideal has, in my opinion, recently resulted in our very capable Board/Committee being deflected from positive forward planning and management to other, time consuming and none productive activities.	Martin Brockington	Originally submitted 10.04.08 Resubmitted 02.05.2008
15.	That the minute taker at meetings is an independant, non director and non committee member. The minutes will be compiled by the minute taker.	Ken Basterfield	17.05.08
16.	That any proposals to change, alter or amend the existing Articles of Agreement, change the election of the Chairperson or the Operational procedures of the Committee, be postponed for a future EGM at a date to be agreed. The main reason that the EGM was called was due to the breakdown in the effectiveness of the Committee and the resignations of the Chairman, Treasurer and Secretary as a result of what can best be described as a clash of personalities. Therefore, the EGM should concentrate all its time and effort in resolving this situation and not be diverted or side tracked into other issues, which whilst being important, are nevertheless not at the core of the problem.	Martin Pingel	28.05.08