Minutes of an Extraordinary General Meeting of the Black Mountains Gliding Club Ltd and Talgarth Airfield Co Ltd held on Saturday 31^st May 2008

Venue : Talgarth Rugby Club, High Street, Talgarth

Present : 57 members of BMGC, 2 members of SWGC (see Appendix 1)

Prior to the start of the meeting Peter Saundby distributed copies of a personal statement. (Appendix 2).

Meeting opened at 19:12

Opening Remarks: Clive Micklewright

Clive gave a brief history of the success of BMGC in terms of growth, lack of politics and little hierarchy up until the last 6 months. He outlined the efforts of members to lend money to the club and work within the club, reminding members of the time commitment required to keep the club running smoothly. In recent months an enormous amount of effort has been diverted from these activities into internal politics.

Legal advice has been taken about the proposals (Appendix 3) and any which involve a change to the Articles and Memoranda cannot be voted upon tonight (although they can be discussed) as the means of informing members about them, and the wording of them is not adequate legally. He suggested postponing discussion until a later meeting.

Clive explained that proposals would be discussed in the order in which they were received by the Secretary and that the secret voting papers (distributed before the start or the meeting) would be used if members wished.

Approval of minutes of AGM held on 19^th April 2008

Brian Hutchins stated that the proposal recorded in the minutes did not match the proposal given by him for the AGM, in writing, and requested that the minutes be altered. He supplied a document clarifying this.

Roger Hurley stated that his comments on the cost of the K21 and tug refurbishment were absent form the minutes.

John Scott apologised for any confusion from the minutes and it was agreed that the minutes would be amended, placed on the website, and put forward for acceptance at the next AGM.

Proposals for which no vote can be taken (Numbers 1-7, 11, 12)

Roger Hurley proposed that the meeting be adjourned as the proposals are linked and need to be discussed together.

No seconder

John Poland proposed that the meeting go ahead.

Lesley Wright seconded proposal and suggested that proposals 1-7, 11 and 12 are worked upon and discussed at a later date, when implications for the members have been considered in depth.

Vote : a show of hands – 37 for the proposal. The Meeting goes ahead.

Don Gosden proposed that there should be no discussion of the proposals on which no vote can be taken.

John Clark seconded.

Vote: a show of hands – 38 for the proposal There will be no discussion of the proposals on which no vote can be taken.

Poposal 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.

Roger Hurley (proposer) felt that the change in the date of the AGM would allow potential directors to outline their policies and be voted in (or not) before subscriptions fell due. Following the results of the elections members could decide whether or not to renew their subscription.

Various questions: (i) When is current financial year end?

(ii) Will the change allow sufficient time for production of accounts?

(iii) Will external help be needed at a cost to the club?

were answered by:

Don Gosden (ii) Accounts could be produced in that timescale but it is already very pressurising for the Treasurer to produce accounts by end of March.

Clive Micklewright (iii) Probably have to engage accountants at cost to club.

Jan Robertson Jan/ Feb is a time of unpredictable weather and members may not be at club.

No seconder

Ken Basterfield suggested that the dates be changed in the proposal so that members can know who their directors will be before paying subs.

A discussion followed in which it was suggested that the date for subscriptions be moved forward to (say) 1^st April but it was felt that a cash flow problem would result for the club, and that proposal 9 would be affected by a change of date. A suggestion was made to leave the date of the AGM unchanged, but allow members a refund on their subscription if they were unhappy with the result of the elections.

A further discussion followed about the procedure being followed: some felt that the meeting should discuss and vote on proposals as stated; others felt amendments were acceptable; others wished to introduce new proposals.

Mike Codd proposed that the meeting vote on the proposals as written on the pre-distributed list

Jamie Sage seconded

.

No vote was taken for this proposal, but the feeling of the meeting, expressed by Keith Richards and supported by general murmuring from the floor was to move to a vote on proposal 8.

Ken Basterfield seconded proposal 8

Vote: a show of hands – 1 for the proposal.

Proposal 8 rejected.

Proposal 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

Roger Hurley (proposer) felt that the directors should seek approval for their budget.

Ken Basterfield seconded (after it was pointed out by Tim Barton that a seconder was needed before discussion of a proposal).

Simon Withey: Members trust the committee. No approval needed.

Mike Codd : Read legal advice from the solicitor concerning practical problems with the proposal. For example: (i) what if members do NOT approve the budget at the AGM; (ii) what happens if there are unexpected events? Does the committee have to get approval before funding them?

Roger Hurley : amended the proposal to read:

The Directors shall produce an annual income and expenditure and cash flow budget for each financial year and shall present it to the members at the AGM.

Peter Saundby objected to amending a proposal after the meeting had established that the proposals would be voted on as written.

Ken Basterfield believed that the meeting should allow the amendment.

Gordon Dennis seconded amended proposal 9.

Vote: a show of hands – unanimous.

Amended proposal 9 accepted.

Proposal 10

The Directors shall maintain a monthly income and expenditure and cash flow statement and shall publish it together with the minutes of Directors meetings.

Roger Hurley (proposer): Financial information is usually missing from the minutes of Directors meetings and should be included for transparency. He removed the word ‘monthly’ as meetings are not held at monthly intervals.

John Poland seconded

Clive Micklewright confirmed that he produces such a report for each meeting but that it was not published with the minutes, but could easily be included.

A lengthy discussion followed about how the financial report was to be published. Mark Fisher (webmaster) confirmed that the website required a single password and so was not very secure. It was suggested that the report be sent by email (also not secure), by post (expensive). Others felt that the financial report was not likely to be of interest to anyone other than BMGC members, so security was not an issue. Keith Richards asked for details of how other clubs reported financially. Maureen Weaver (Treasurer, SWGC) described how minutes for SWGC, including a financial report, were available in paper form only in the clubhouse. Mark Fisher suggested that the report was published with the minutes on the website

Simon Withey amended the proposal to:

The Directors shall maintain an income and expenditure and cash flow statement and shall make it available together with the minutes of Directors meetings.

Ken Basterfield seconded

Vote – a show of hands – 36 for the proposal

Amended proposal 10 accepted.

Proposal 13

Only full members of BMGC should have a vote.

Don Gosden (proposer): Full members pay more subscription than country members but under the present rules have the same voting rights. Country members’ loyalties lie with their home clubs.

Keith Richards seconded

A discussion followed in which it was pointed out by various members (Ken Basterfield, Anne Crowden, Jamie Sage) that country members and associate members work very hard for BMGC and have the interests of the club at heart. Mark Fisher asked Don Gosden to withdraw the proposal and he agreed to do so.

Proposal 13 withdrawn.

Proposal 14

Mr K. Basterfield be voted off the board and dismissed from the committee of BMGC.

Martin Brockington (proposer) explained that for many years the BMGC has been run effectively and efficiently by volunteers. Details are unnecessary. The machine worked and now it has stopped. Rather than redesign the machine, it makes sense to remove the obstacle which has stopped it from working. Ken Basterfield is the obstacle and should be removed.

John Clark seconded

Clive Micklewright invited Ken Basterfield to present his views and the meeting paused for 15 minutes to allow him to arrange his computer.

Alan Thomas left the meeting because he was called home.

Ken Basterfield agreed with Dave Jeffries to provide the minute-takers with an electronic copy of his presentation. Presentation in full in Appendix 4.

Before the presentation, Ken Basterfield complained that Peter Saundby had been allowed to leave a document for members to read and it was unfair for him to have that forum.

Towards the end of the presentation various members began to complain about the length of it, but Clive Micklewright insisted that Ken Basterfield should be allowed to finish, although he urged Ken to try to be brief.

At the end of his presentation, Ken Basterfield resigned form the Board of Directors.

Comments following presentation:

Clive Micklewright asked Ken Basterfield to confirm that he had resigned as a Director. Ken confirmed that he had.

Robbie Robertson welcomed the fact that Ken Basterfield had been allowed such a full and lengthy presentation. He responded to a few of the points raised in it:

(i) Ken had attended only 4 committee meetings last year. (Ken interjected that he had sent a written submission to all meetings which he could not attend).

(ii) Robbie denied that he had resigned from the committee because of challenge or dissent. He resigned because of being the victim of lies and vindictiveness.

(iii) Robbie stated that there was no attempt at secrecy at any time. Members can attend any committee meeting.

(iv) The secret ballot at the 2007 AGM was unnecessary because there were 3 potential committee members and all three were accepted onto the committee.

(v) Robbie objected most strongly to the accusations made about his approach to Don Puttock. He went to Nympsfield because he had received no communication from Don Puttock; he spoke to Don when there was no-one else near, after 5pm; he asked Don if he would be interested in being BMGC’s full-time instructor. Don wanted 10 days to consider, to keep his options open, and as Bo needed a quick reply or he would take a job elsewhere, Bo was invited to take the BMGC position.

(vi) Tony Bartlett left the committee because he couldn’t find a role for himself.

(vii) The new shed is essential if BMGC is to become a training centre under EASA. It needs work, but BMGC now have planning permission and it will be completed under Don Gosden’s management.

(viii) Finances were very tight around Dec 2007, but through Clive Micklewright’s management BMGC was secure for the next 2-3 years, although expenditure will have be kept to a minimum.

(ix) Robbie confirmed that he always works for the best future for the club.

John Scott stated that he had never suffered such a personal attack. He denied using foul language at a committee meeting. He read from emails exchanged between himself and Ken Basterfield listing his offers to show Ken the copy of the Articles and Memoranda at the BMGC office and to photocopy the originals.

At this point John Scott left the meeting.

Ken Basterfield said that he asked John Scott for a date to meet him and received no reply.

At this point Ken Basterfield left the meeting saying that he was no longer a Director.

Clive Micklewright suggested that further discussion of proposal 14 was pointless.

Proposal 15

The minute taker at meetings is an independent, non-director and non-committee member. The minutes will be compiled by the minute taker.

No seconder.

Clive Micklewright stated that this proposal will be on the agenda of the next committee meeting and steps will be taken to improve the minutes.

Proposal 14 revisited

Robbie Robertson expressed concern that Ken Basterfield had presented a biased view and had slurred his and John Scott’s good name and felt that he did not have closure on the issue.

Jan Robertson said that the committee had been accused of colluding in deceit. She wanted to show support for the committee by proposing a vote of confidence in the committee.

Proposal 17:

A vote should be taken to confirm confidence in the current committee.

Gordon Dennis seconded and asked what the members felt about what he saw as character assassination.

Jill Banks said that a vote was needed to provide closure.

Martin Brockington said that the bomb had been partially defused but that he wanted a secret ballot which he hoped would show that there was no support for Ken Basterfield. He confirmed that he wanted a strong endorsement of the present committee and of those who had resigned.

Don Gosden felt that a vote would seem like victimisation and was concerned that there might be further action by Ken Basterfield in view of the force of his attack on the committee.

Alan Cridge agreed that there was no point voting.

Martin Brockington withdrew proposal 14

Jan Robertson proposed 18:

The members of BMGC have confidence in the current committee.

Barbara Hutchins seconded.

Vote: a show of hands – unanimous.

Julie King asked whether the reduced committee had enough members to carry on the normal running of BMGC.

Gordon Dennis confirmed that he was happy to carry on for as long as the membership wanted him to do so.

John Horley explained the rules from the Articles of Association. Directors can co-opt onto the committee on a temporary basis or for working parties..

Clive Micklewright stated that it would be discussed at the next committee meeting.

Robbie Robertson brought up his personal sense of distress about the recent events and his lack of closure.

John Poland wanted a gesture to show support for Robbie Robertson and John Scott.

Anna Baik proposed:

BMGC members offer a vote of thanks to Robbie Robertson and John Scott for their past work on the committee and reaffirm their confidence that they have always worked with the best interests of the club in mind.

Gordon Dennis seconded

Vote: a show of hands. Almost unanimous – 1 dissent.

Proposal 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.

Martin Pingel (proposer). Not present.

Martin Brockington seconded.

Anna Baik asked whether if the proposal were rejected it would follow that the proposals not discussed or voted on at this meeting would be discussed at the AGM.

A discussion followed in which it was suggested that the postponed proposals were not all driven by the Ken Basterfield problem but were important in themselves. Some felt that the cost of rewriting them so that they complied legally was an unnecessary expense. Others questioned whether the membership had a will to change them.

Roger Hurley amended the proposal to replace EGM with AGM

Don Gosden seconded

Vote : a show of hands – 23 FOR; 1 AGAINST.

Amended Proposal 16 accepted.

Simon Withey suggested that the changes were for the protection of the committee and shouldn’t be delayed for too long.

Don Gosden requested that the committee get a feel for the cost of rewriting the proposals in a legally acceptable form.

Any Other Business

Keith Richards proposed that:

Only Debenture Holders should be allowed to vote on the payment, or not, of interest.

Robbie Robertson seconded

A discussion followed outlining the procedure for voting to pay interest, or not, with input from Gerry Martin (Trustee of the Debenture scheme) and various others.

Keith Richards withdrew his proposal and agreed to bring it up at the next AGM.

The Committee will discuss it at the next Committee meeting.

Lesley Wright thanked the committee and the visitors.

A round of applause.

Meeting closed at 22:32