MEMBERS’ GUIDE TO THE RESOLUTIONS
AGM 5 DECEMBER 2017
Introduction
There is a total of 19 resolutions (including sub resolutions) to be voted on at this year’s AGM. There will, in consequence, be no time for debate or questions. Members are therefore urged to read what follows and to ask questions before the AGM so that they may make an informed decision when voting. Where reference is made to existing Rules a copy can be found in the members area on the website.
Please read this guide carefully and if you have any questions please do ask. To contact the sponsors or any member of the committee please email and your questions will be passed on.
No. / Resolution / Sponsors’ Rationale / Management Committee comment and recommendation (if applicable).1. / The Club shall agree that for 2017 only the date by which the Annual General Meeting is to be held as provided for in Rule 11.1 is to be extended from to 5 December. / Sponsor: Management Committee (MC)
Our Rules say that we must hold our AGM each year by 30 November. We couldn’t do that this year, so this resolution is a bit of housekeeping adjusting that rule for this year only. / Suggest: YES
2. /
- To substitute the following new rules 9.4 1, 9.4.2 and 9.4.3 (“the New Rules”) for the existing Rule 9.4.
9.4.2Notwithstanding the provisions of Rule 9.4.2, the number of Ineligible Committee Members shall not exceed three, who shall be the three with the longest period of continuous service. In the event of there being two or more with the same length of service the Management Committee shall decide which of them shall be treated for the purposes of this Rule as having the longest such period, the second longest and so on as required in order to ascertain which are the Ineligible Committee Members.
9.4.3The identity of any Ineligible Committee Members shall, with effect from the year following the introduction of this Rule, be posted on the Club website at least 56 days prior to the AGM.
- That the New Rules shall take effect from and throughout the AGM at which this resolution is passed.
D) That any resolution to amend or annul the three resolutions set out above shall require a majority of at least 75% of the members present and voting. / Sponsor: Kat Winn
A)Key objective of this resolution is to encourage turnover on the committee to bring forward new energy, new ideas and new insights. Term limits are standard practice for many bodies, including sports clubs. If nobody stands for a position the new management committee post AGM can decide to fill the roles or not as they see fit with previous committee members under the casual vacancy rule to ensure continuous smooth running of the club. Those forced to stand down can stand again from the following year, this resolution just ensures at least a one year break from the committee.
B)An admin error prevented this resolution being put forward last year, had it been approved last year it would have come into play for this year’s AGM. To also ensure this rule cannot be voted down at next year’s AGM before it comes into play IF section A) is approved this year. As per above note, casual vacancy rule can be applied by the new committee to fill any vacant roles..
C)Tries to ensure that should we incorporate before next year’s AGM that this resolution is still applicable and not removed before coming into force if part B is voted down and part A is approved,
D)Tries to ensure that should only part A be approved, the resolution cannot be easily removed before coming into play. / There are four parts to be vote on.
- Members who vote yes to A may vote yes or no to B, C and D.
- Members who vote no to A cannot vote on B, C and D as they are consequential
Additionally it recognises that potential candidates may not want to stand against a sitting member which may contribute to some committee members remaining in post a long time.
It does however limit who the members can choose to serve on the committee. They may wish to retain an experienced person in some roles and this resolution prevents that.
If two members are interested in standing for a post and one must automatically stand down, the members cannot choose who they think is best to carry out the role.
B.If the new rules (A, C and D) apply immediatelyfrom 2017 members have no notice of vacancies arising because of them.
C.Thiscould restrict the members’ability to review the Articles if we incorporate.
D. All other rules (except for dissolution of the club) require only a 50% majority.
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3. / The Club shall delete Rule 13.6 and replace it with the following rules:
13.6AProxIES
1.Proxies may only validly be appointed by a notice in writing (proxy notice) which:
1.1.1states the name and address of the Member appointing the proxy;
1.1.2identifies the general meeting in relation to which the proxy is to apply;
1.1.3is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the Management Committee may determine; and
1.1.4is delivered to the Club in accordance with these Rules and any instructions contained in the notice of the general meeting to which they relate.
1.2The Management Committee may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes and shall specify who may be appointed to act as proxy.
1.3Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
1.4Unless a proxy notice indicates otherwise, it must be treated as:
1.4.1allowing the proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
1.4.2appointing the proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
13.6BDelivery of Proxy Notices
1.5A Member who is entitled to attend, or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Honorary Secretary (in such manner as shall be directed on the form of Proxy Notice) by or on behalf of that Member.
1.6An appointment under a proxy notice may be revoked by delivering to the Honorary Secretary a notice in writing given by or on behalf of the Member by whom or on whose behalf the proxy notice was given.
1.7A notice revoking a proxy appointment only takes effect if it is delivered to the Honorary Secretary before the start of the meeting or adjourned meeting to which it relates.
1.8If a proxy notice is not executed by the Member appointing the proxy, it must be accompanied by written evidence of the authority of the Member who executed it to execute it on the appointor's behalf. / Sponsor: MC
This resolution is in two parts which go together so one yes or no is required. It provides for proxy voting. The advantage to members is that it will allow members to participate in a vote but not be required to attend in person.
It was originally drafted by Club lawyers to be part of our draft incorporation Articles so is a bit wordy.
Briefly it will allow the MC to adequately control proxies so nobody is able to turn up at an AGM or EGM with a fistful of proxies which cannot be verified or authenticated. / Suggest: YES
Proxy voting is probably the right way to go but needs to be properly managed. We are aiming to ensure it achieves the goal of encouraging participation but avoids dangerous practices for instance a member turning up with 20 votes from members who are not genuinely interested in the issues.
4. / That Rule 13.6 is deleted and replaced with the following:
13.6 Each Member shall have the right to appoint a proxy to exercise all or any of the Member's rights to attend, speak and vote at annual and extraordinary general meetings. A proxy may:
- Count towards the quorum,
- Ask questions at the meeting.
- Propose a resolution or an amendment to a resolution.
Members are busy and cannot always attend meetings but nevertheless want to participate in a vote. Proxy voting will permit that. The MC version is too complicated. / Suggest: NO
Another proposal to introduce proxy voting. Theconcern with this proposal is that it does not contain the checks and balancesset out in the committee resolution.
(It also conflicts with Rule 13.4 – this resolution cannot work unless Rule 13.4 is amended which cannot now be done until next year’s AGM).
MC suggests voting NO to this proposal but if you wish to support proxy voting please vote YES to Resolution 3.
5. / In the event that Resolution 2 [re-numbered 3 above] is passed then and only then the Club shall also delete Rule 13.4 and replace it with the following rule:
13.4Each adult Member shall have one vote and resolutions shall be passed by a simple majority voting as follows:
13.4.1Present and voting; or
13.4.2Voting by proxy pursuant to rule 13.6; or
13.4.3By electronic means if and in such manner as the Management Committee shall in its discretion decide. / Sponsor: MC
It allows voting in one of three ways and is self-explanatory. The MC is proposing this to give more flexibility to members who wish to vote and also allows electronic voting to make life a lot easier administratively. If Resolution 3 is not passed, then this will be withdrawn. / Suggest: YES
The MC would like to see a move to electronic voting as soon as practical.
6. / That Rule 9.1 be amended to delete the words “(f) the professional team coaches” and the words “The Professional Team Coaches shall automatically become members of the Management Committee and do not require election by the membership.” / Sponsor: MC
The coaches have legitimate business interests which may conflict with those of the Club. Currently there is no limit on the number and identity of coaches that automatically get to sit on the Management Committee without the requirement for election. The committee believes that all committee members should be elected by the membership. Coaches are a pivotal part of the club and will be given a standing invitation to attend committee meetings (which has been the case since 2014 due to the conflict of rule 9.1 with the Licensing Act). / Suggest: YES
7. / To add the following as Rule 9.5A of the Club Rules:
“In the event of there being any unelected member of the Management Committee then the elected members shall constitute a Bar Committee to deal with all matters relating to the purchase and supply of alcohol in compliance with the Licensing Act 2003 or any re-enactment thereof and the Management Committee shall accept all decisions of such committee.” / Sponsors: Martin Goodwin and David Reaich
This resolution seeks to provide for a Bar Committee in order to ensure that the Coaches having automatic membership on the Management Committee and any members that the Committee co-opts or appoints to fill a casual vacancy does not result in a breach of the requirements of the Licensing Act. / Ensures that we are compliant with the Licensing Act enabling non-elected coaches and co-opted members to vote at committee meetings which they cannot do currently. The lack of ability to vote could deter people from being co-opted at the current time. With roles unfilled on the MC there should be no bars to co-option.
8. / In the event of a resolution being passed to deny the professional team coaches automatically being members of the Management Committee [6 above]:
- to add the following definition to Rule 2.1 of the Club Rules:
- To amend Rule 9.1 by adding at the end of the list of posts for the Management Committee:
This resolution seeks to provide for the Management Committee to include a coach specifically to take responsibility for the needs of junior members. / Suggest: NO
It is not clear why the role of junior officer should be restricted to the (two) coaches. It may actually be ideal for a parent to take this role. If there is to be a junior role it should be open to all not just to the coaches.
9. / This AGM believes that where the Management Committee (MC) obtains legal opinion on policy and constitutional matters, this information should be made available on request to members. Advice may be withheld or personal identifiers redacted where the MC consider it necessary to protect an individual’s confidentiality. It calls on the MC to make available to members the independent legal opinion received on the Licensing Act 2003. / Sponsors: Martin Goodwin and David Reaich
At the AGM in 2013, the Management Committee presented a “note of legal advice” on the requirements of the Licensing Act 2003. This opinion was challenged at the time and in correspondence into 2016. Earlier this year, the Club paid for independent legal advice. My request to see the legal opinion was refused. As this information centred on an issue of law and did not involve any personal information I do not see why this or similar information should not be available to members. / Suggest: NO
The MC is a body elected by the members with authority to manage the Club. It should be permitted to do so. It may have good reasons, which are not obvious, for not sharing some information.
The MC generally believes that when advices are disclosed it should be to all members not just to one or two.
10. / A. To add the following definition to Rule 2.1 of the Club Rules:
“Confidential Information” means information which at least 75% of the Management Committee agree is: confidential in nature; or involves matters which, if disclosed, would in the reasonable opinion of the Management Committee cause or potentially cause harm to the Club or unreasonable harm to third parties; or disclosures made to the Management Committee or to any member thereof in circumstances importing an obligation of confidence.”
B. To replace Rule 10.9 with the following rule:
“The minutes of the Management Committee shall be approved as a true and accurate record of proceedings and posted on the Club website within 60 days of the meeting to which they relate, together with any advice, reports and information received by the Management Committee at or before that meeting except that any material that is Confidential Information may be redacted from such documents provided it is shown as redacted and is held on file available for the auditor and Management Committee members for at least eight years.” / Sponsors: Martin Goodwin and David Reaich
This resolution seeks to provide for a specific but reasonable time limit after each Management Committee meeting for the minutes to be published and for those minutes to include any related documents. An exception is allowed for confidential information and a definition is provided to give both clarity and an assurance to members that the exception is applied appropriately. / Suggest: NO
- There is rarely a disagreement about what items are confidential. Where there is then it should be decided by a simple majority of those attending as per all votes taken by the MC.
- We aim to publish minutes in a timely fashion. Publishing all other information submitted or discussed by the committee will result in a lot more work for committee members and could be a barrier for people standing for committee roles. Minutes are a record of decisions and MC members are always happy to discuss Club business with members.
11. / To amend Rule 11.1 of the Club Rules by replacing the current paragraph (b) with the following paragraphs:
“(b) to receive the Honorary Treasurer’s report as to the financial position of the Club;
(bb) to receive, consider and approve the accounts of the Club for the previous year;” / Sponsors: Martin Goodwin and David Reaich
This resolution seeks to clarify that the accounts must be approved by the members and that the Treasurer’s report should be provided to the members before such approval. / Suggest: NO
- The Club Accounts are audited by an independent person prior to the AGM so that members can rely on the information presented to them at the meeting.They must be approved before the audit can occur.
- There is no reason given as to why this process should be changed and the effect could be that members are not sure the accounts they are reviewing are robust.
12. / To replace Rule 13.7 with the following rule:
“The minutes of every AGM and EGM, together with (in the case of every AGM) the Chairman’s report, the Honorary Treasurer’s report and the statements of accounts for the previous year, shall be published on the Club website within 56 days of the meeting to which they relate” / Sponsors: Martin Goodwin and David Reaich
This resolution seeks to provide for the Minutes of the AGM to be published more quickly than the present 90 day limit and to clarify that the accounts of the club, together with the written reports of the Chair and the hon Treasurer should be included as part of those minutes. / Suggest: YES
13 / To amend the opening paragraph of Rule 13.1 of the Club Rules by replacing “28” with “56” and “14” with “21”. / Sponsors: Martin Goodwin and David Reaich
This resolution seeks to provide for a longer period of notice of the date of the AGM so that members have a better opportunity to be able to be present. This is particularly relevant because members can only vote by attending the meeting. It also increases the time available for members to read any resolutions being proposed in order to reduce the inconvenience to members who are away prior to the AGM. / Suggest: NO
There is no corresponding extension of time from date resolutions have to be lodged with the MC and the date they have to be displayed. It has the effect of reducing that period to only 7 days which is not reasonable. Had the period in 11.2 been correspondingly increased then it would not have been objected to.
14 / This AGM calls on the Management Committee to set out by 31 March 2018, for the approval of members and inclusion in the Club’s Rules and Regulations, policy and practice arrangements for dealing with complaints, grievances and allegations of misconduct. / Sponsors: Martin Goodwin and David Reaich
Setting out clear and transparent arrangements for dealing with complaints, grievances and disputes are important to sustaining a healthy organisation in which differences, disputes and issues of conduct can be handled proportionally, fairly and with respect. / Suggest: YES – however question the need for the policy to be approved by members.
15 / This AGM believes retiring members of the Management Committee (MC) seeking re-election should complete nomination forms as required of members seeking to stand for election to the MC.
Replace the wording of Rule 9.7 with
Retiring members of the Management Committee seeking re-election are subject to the nomination arrangements set out in rule 9.2 / Sponsors: Martin Goodwin and David Reaich
If agreed this change to Rule 9.7 would require retiring members of the Management Committee to complete and submit nomination forms should they wish to be re-elected.
In doing away with the current arrangement of automatic nomination, retiring members are treated in the same way as any member seeking to serve on the Management Committee. / N/A
16 / This AGM believes the recording of a debt relating to the allege underpayment of fees by the Head Coach is incorrect. It regrets the acrimony generated by the dispute and calls on the Management Committee (“MC”) to settle the matter by:
i)Acknowledging the Head Coach acted with integrity and does not owe fees in respect of any accounting year up to 31 January 2017
ii)Acknowledging that the terms of the letter to the Head Coach dated 7 September 2016 were inappropriate, particularly in making an accusation of dishonesty for which the MC apologises
iii)Removing all references to the alleged debt from the statement of accounts for the year ending 31 January 2017
iv)Reimbursing his legal costs / Sponsors: Martin Goodwin and David Reaich
This resolution seeks to overturn the decision of the MC regarding a contentious, acrimonious and costly dispute involving the Head Coach / N/A
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