Black Mountains Gliding Club
Minutes of the Committee Meeting of Directors
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Directors Present |
Clive Micklewright |
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Mike Codd |
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John Horley |
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Gordon Dennis |
Date
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2nd June 2008 |
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Ken Basterfield |
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Mike Codd |
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Members Present |
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Meeting place |
BMGC Clubhouse |
Meeting date |
29th May 2008 |
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Place next meeting |
BMGC Clubhouse |
Date next meeting |
28th June 2008 at 17:00 |
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1. Attendance and Apologies
All Directors attended the meeting. No members were present.
2. Accuracy and Acceptance of the Minutes of the last Committee Meeting of Directors
The minutes of the previous Committee Meeting of Directors held 17th May 2008 were accepted as accurate and complete.
3. Review of the Minutes of the last Committee Meeting of Directors
Line Management Arrangements for Liz
ACTION: John Horley to collect Liz Torrence’s file from John Scott.
New Building
No update on the status of planning approval for the new building has been received since the last meeting. The status of the approval by the Building Control Officer of Powys County Council is also unclear.
ACTION: DG and RAR to update The Committee on the status of the planning approval and building control approval for the new building.
Company Directors’ Insurance
Hill Aviation Insurance Services have provided a proposal application form.
ACTION: CM and GD to complete and return the proposal application form.
4. Final Arrangements for the EGM – Integration of Proposals and Voting
CM confirmed that the venue was booked, and that Maureen Weaver and Dave Jeffries had accepted the request to volunteer as independent minute-taker and voting invigilator.
MC confirmed that members had been given notice of the EGM, and that all proposals received to date had been added to the Register. Roger Hurley had kindly agreed to provide the voting slips and a ballot box.
5. Review of Members Proposals for the EGM
Immediately prior to the Committee Meeting of Directors, all Directors had attended a legal advice meeting with a solicitor specialising in Company Law. During this meeting, specific advice was given regarding proposals involving amendments to the Memorandum and Articles of Association. Such proposals (known as special resolutions) must be specifically referred to in the Notice to Members informing them of the EGM. This had not been done. The Law requires this in order that all members can make an informed decision as to whether to attend General Meetings including special resolutions. The Committee had therefore been advised that to vote on special resolutions at the EGM on 31st May 2008 would have been illegal.
During the legal advice meeting, the solicitor also advised that whilst there was merit in several of Roger Hurley’s proposals, they also raised several issues, both legally and operationally. The solicitor tabled notes he had prepared in advance, detailing the issues and suggested remedies. He suggested that the Committee discuss these with Roger, with a view to amending certain of his proposals, prior to voting. The solicitor had also stated that he was open to support this process at a later date after the EGM, if required.
ACTION: MC to inform members that special resolutions appearing on Version 7 of the Register of Proposals can be debated but not legally resolved (i.e. voted on) at the EGM on 31st May 2008: i.e. proposals 1, 2, 3, 4, 5, 6, 7, 11, and 12.
ACTION: GD to inform Roger Hurley that his special resolutions can be debated but not voted on at the EGM on 31st May 2008. Also that the Committee wish to discuss with Roger the amendment of certain of his proposals, in view of legal and operational issues raised by legal advice.
ACTION: MC to inform Don Gosden that his special resolutions can be debated but not voted on at the EGM on 31st May 2008.
6. Proposals which Directors may wish to take to the EGM
During the earlier legal advice meeting, the solicitor had advised that there was nothing in the existing Memorandum and Articles of Association which precluded Directors from appointing a chairman for their meetings from amongst their number. CM, JH, and MC also confirmed that historically, the Directors had appointed a chairman from amongst themselves; even though this had not been done at each and every Committee Meeting of Directors. Ken Basterfield therefore decided to withdraw proposal 16 from Version 6 of the Register of Proposals.
No additional proposals were put forward by Directors attending the meeting.
7. Any Other Business
Planning Application for a Tetra Mast local to the club
CM explained that the club had received a request for comments on the planning application for a proposed Tetra mast to be located at the foot of Castell Dinas. It is understood that this installation would be used by the emergency services to maintain their future communications infrastructure. The request stated that BMGC had 21 days from 21st May 2008 to respond.
KB stated that the proposed Tetra mast might benefit the club through improved communications; in the event of a gliding or airfield accident or incident. The Committee were uncertain of the implications of Tetra technology with regard to possible interference with our own radio communications.
GD suggested that as an air traffic controller, our club member Peter Moorhead might give knowledgeable advice, or at least be able to consult with a qualified and experienced colleague from within his profession.
ACTION: GD to approach Peter Moorhead for advice on our comments in response to the planning application for the proposed Tetra mast.
Visit by a National Park Inspector
CM advised the Committee of a visit to the club by a National Park Inspector earlier in the week. The visit was in response to an anonymous complaint that the club was improperly operating bunkhouse accommodation. The inspector was shown around the club buildings and left satisfied that the complaint was unfounded.
CM also mentioned that a club member had queried the term “accommodation” as it appears on the sheet of club charges for the period from 1st March 2008 until 28th Feb 2009. CM stressed that “accommodation” refers to the quarters located at the end of the main clubhouse buildings, normally used by our Resident Summer Staff Instructor. These quarters are available to members when not required by the Resident Summer Staff Instructor; and are approved for this purpose.
Club Aircraft Insurance
GD provided the following update regarding the club’s aircraft insurance:
The excess applicable to tug pilots over the age of 70 has increased from £500 to £1,000; for the Pawnee.
The club must inform the insurance company of any pilot who reaches the age of 70, during the term of the insurance. This requirement applies to insurance for the Pawnee and the entire club glider fleet.
8. Confirm date and time of next Directors meeting
Saturday 28th June at 17:00hrs at BMGC clubhouse.
Appendix A: Version 6 of the Register of Proposals
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Proposal Number |
Proposal |
Proposer’s Name |
Date Received |
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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.
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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3. |
Remove existing article 34 entirely. This removes a power given to the directors to appoint other directors without any democratic election process.
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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8. |
“The financial year end or accounting reference date of the company shall be 31st 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 1st 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.
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Roger Hurley |
04.05.2008
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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
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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11.
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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
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28.04.2008
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12.
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No more than three of the BMGC directors should then be elected to stand on the TAL board.
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Don Gosden
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28.04.2008
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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?
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Don Gosden |
28.04.2008 |
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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.
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Martin Brockington |
Originally submitted 10.04.08
Resubmitted 02.05.2008
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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.
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Ken Basterfield |
17.05.08 |
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16. |
The membership does not elect a chairman but allows the directors to appoint and reappoint a chairman for their meetings from amongst their number. 16. 'The Chairman, if any, of the Board of Directors.............' and also 45b. 'The Directors may elect a Chairman from their number........'
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Ken Basterfield |
17.05.08 |
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17. |
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.
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Martin Pingel |
28.05.08 |
Appendix B: Version 7 of the Register of Proposals
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Proposal Number |
Proposal |
Proposer’s Name |
Date Received |
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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.
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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3. |
Remove existing article 34 entirely. This removes a power given to the directors to appoint other directors without any democratic election process.
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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8. |
“The financial year end or accounting reference date of the company shall be 31st 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 1st 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.
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Roger Hurley |
04.05.2008
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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
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Roger Hurley |
04.05.2008
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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.
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Roger Hurley |
04.05.2008
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11.
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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
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28.04.2008
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12.
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No more than three of the BMGC directors should then be elected to stand on the TAL board.
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Don Gosden
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28.04.2008
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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?
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Don Gosden |
28.04.2008 |
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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.
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Martin Brockington |
Originally submitted 10.04.08
Resubmitted 02.05.2008
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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.
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Ken Basterfield |
17.05.08 |
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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.
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Martin Pingel |
28.05.08 |