"At the beginning of this meeting Rugby Bridge Club was a company limited by guarantee and hence these are the minutes of an AGM of a limited company.  Item 11a of these minutes explains why Rugby Bridge Club is no longer a company limited by guarantee and is simply a membership organisation."

Minutes of Rugby Bridge Club Limited’s Annual General Meeting 2012

held at 7pm on Tuesday 13^th November 2012

at the Sacred Heart Church Hall, Lime Tree Avenue, Bilton, Rugby.

In the chair, Chris Malthouse, Chairman of the board of Rugby Bridge Club Limited.

Those in attendance:

1          Apologies were received from:

2          Minutes of the last AGM held on 19^th April 2011.

             These were agreed and signed by the Chairman.

3          Matters Arising.

             The directors had promised to investigate the Other Expenses figure of £1,337.23.

             The Chairman reported that it consisted of:

4          Chairman’s Report.

Peter Langley, Chairman of the Management Committee, speaking on behalf of the Management Committee and the Board, said that the club had enjoyed a successful year. Membership was up susbtantially and attendances up slightly. We were searching for new methods of publicity and one such was the successful demonstration match in the Clock Towers shopping centre.

A new monthly competition would be introduced in the new year - details to follow. The idea that we should share the proposed Cawston Community Centre was now being vigorously pursued and the Parish Council had supplied a draft agreement which we were studying.

The club's strategy had been updated and was available on the web site. Comments are welcome.

We were still looking for more members to share in the activities involved in running the club. There had probably been a slight improvement in the friendliness of our sessions but room for improvement still existed.

There was a danger in getting too engrossed in procedural issues and neglecting the wider activities needed to make a successful club and he was determined to avoid this.

5          Treasurer’s Report.

             Phil Shorey stated that the draft accounts are on the website and have been sent to all members.  One amendment has been made, an addition of £65.70 to the bank interest earned to make a total of £1,719.66.  The auditor calculated the interest to the exact number of days and we are grateful to him.  These updated accounts have been signed by the auditor.

             Malcolm Taylor asked what BIA stood for as an account description. It is the Business Instant Access account. 

             Chris Cooper asked why the charity event showed a profit of£680.  Should this amount be passed on to the Air Ambulance?  This question will be addressed by the Management Committee and a payment made to the Air Ambulance if it hadn’t been made.

             Peter Iredale questioned the need to charge for tea and coffee.  He suggested the annual dinner subsidy to partners could be stopped and refreshments be provided for free at club nights. The Management Committee will consider this suggestion.

             Malcolm Taylor then proposed that the accounts should be accepted and this was seconded by Anne Carrington.  Carried nem con.

6          Motion to affiliate to the EBU.

             A motion had been proposed by Chris Malthouse and seconded by Phil Shorey that the Club should affiliate to the EBU.

Alan Webb supported the motion, stating that the club takes guidance from the EBU and the EBU would support us.

Peter Augustus spoke against the motion because ‘Pay to Play’ is now in force.

Phil Shorey said  that it would be good for the club as a whole.

Terry Bradbury spoke against the motion stating that it would be too costly.

Val Wormleighton supported the motion stating that the club should be ‘under the umbrella’.

Terry Leary said that the essential question was whether people wanted to belong to a group of friends, a social club, who happen to play bridge, or did members want to belong to a real bridge club.

Peter Langley spoke against the motion as he considered that we are a ‘Proper Club’ already.

David Heron supported the motion and also suggested that we put table money up to £3 to cover the additional EBU cost and also provide free refreshments at club sessions.

The motion to affiliate to the EBU was put to the vote with the following results.  Votes for the motion:  42; against 15; abstentions 7.  These votes included votes cast by proxy notice holders.

The motion was thus carried and the Chairman declared that the club would now affiliate to the EBU.

7          Articles of Association and Constitution.

Terry Leary thanked Malcolm Taylor and Judith Kleiner for their assistance in a working group which drew up a short list of the governance items which were lacking in our existing Articles of Association; and thanked Chris Cooper, Cassie Malisova and Peter Augustus for their assistance in a working party which drew up the proposed Constitution.

He reported that the working party split 2:2 on whether some of the proposed governance items must be included in the Articles of Association and two members wanted to seek a solicitor’s opinion. 

The directors recommended that the proposed governance items need not be included in the Articles of Association and that the adoption of a Constitution as an adjunct to the Articles would be satisfactory.  The main reasons for this recommendation were:

a          The existing articles allow the Directors to create committees and procedures.

b          A 75% vote in favour of all members was required to change the Articles and it was extremely doubtful whether this percentage would be achieved.

c           It would cost at least £500 and take up much time and effort – not the least being the necessity to send both draft and final versions of the amended Articles to all members to seek their views.

d          If it was decided to change an item in the future the same two problems as above would be encountered - but if the governance items were included in a Constitution they could be changed by a simple majority at an AGM.

The Management Committee agreed with the directors’ recommendation.

Terry Leary said that the proposed Constitution had been sent to all members and it had also been on the website for over a month.  He then proposed that the Constitution be adopted by the members subject to any last minute changes proposed.  This was seconded by Judith Kleiner.

Chris Cooper said that she had taken legal advice and spoke against adopting the Constitution.

Three last minute changes were accepted:

Terry Leary proposed that the figure for a quorum at general meetings be changed from “forty Full Members” to “20% of Full Members”.  The wording of Rule 16, para (x) must be changed to say this.  This was seconded by Malcolm Taylor.

Peter Langley proposed that the minimum number required on the Management Committee be reduced to six. The first sentence of Rule 12, Para (iv) should thus read “no fewer than six” instead of “no fewer than eight”; and the final sentence should read “No fewer than two” instead of “No fewer than four”.  This was seconded by Terry Bradbury.

Malcolm Taylor said that the words “as determined by the Management Committee” in Rule 2 should be deleted because it implied that the Management Committee would decide whether the club should affiliate to an organisation rather than the members. This was seconded by Terry Leary.

These three proposed changes were voted upon and agreed by a large majority.

Alan Webb proposed that ‘The Constitution and Articles be handed to an appropriate solicitor to ensure their legality for the limited company before the vote’.  This was seconded by Stuart Warne.

A deferring motion was proposed by David Hicks who said that we were all aware of Sue Osborne’s motion to close the limited company which would be the first item under Any Other Business.  He proposed that we should vote on the Constitution and that Alan Webb’s proposal be deferred until Any Other Business.  This was seconded by David Heron and it was passed overwhelmingly.

The proposal to adopt the Constitution as amended was then voted upon and passed by a large majority.

8          Election of Directors, Officers and Management Committee.

             There were no nominations for Directors.  The Chairman said that this may cause a problem because the existing directors intended to resign on 30^th November 2012.

             The Secretary reported that the following people had been properly proposed and seconded for the following positions on the Management Committee prior to the AGM:-

             Terry Bradbury then proposed David Hicks for the position of General Secretary and this was seconded by Sue Osborne.

             The Chairman proposed a vote en bloc and all the above were elected to the specified positions nem con.

9          Election of Disciplinary Committee.

             Twelve members are needed to form a Disciplinary Panel from which Conduct Committees can be formed.  The nine Tournament Directors who are neither a director nor on the Management Committee would be automatically proposed to serve unless any had asked to be excluded.  None had asked to be excluded.  Thus Graham Clarke, Christine Cooper, Peter Iredale, Sue Osborne, Alan Webb, Stuart Warne, John Drake, Graham Lightfoot and Richard Holland were automatically proposed and seconded. 

             In addition Helen Foster, Peter Augustus and John Bolton were proposed and seconded to create the required number.

             This was voted upon and carried nem con.

10        Election of Auditor.

             The Secretary reported that Phil Beagley had been properly proposed and seconded prior to the AGM for the position of Auditor.  He was duly elected as Auditor, nem con.

11        Other Business.

a          Sue Osborne spoke in favour of her motion, properly proposed and seconded and copied to all members prior to the AGM, that “Rugby Bridge Club Ltd cease to be a limited company and should go back to being a membership organisation, ie a simple club.”

             John Bolton read out a statement from Wendy Pattinson who had seconded the motion.

             Liz Edwards said that the reason for becoming a Limited Company in 2010 was so that it could obtain loans or mortgages to further its premises objectives.  Terry Leary answered that a simple club could do the same by appointing trustees.

             Graham Clarke asked, “How do we close down RBCL?”  Terry Leary answered that the company must not trade for three months after which time the directors will apply for the company to be struck off the company register at Companies House.  This currently costs £10. 

             Freddie Foster asked whether anybody would speak against the motion.  The Chairman asked the members whether anybody wished to speak against the motion and there was silence.

             Terry Leary said that “to make it quite clear, the proposal is that all the assets of RBCL, all of its liabilities and all the RBCL members on the club’s membership list be transferred immediately to a new Rugby Bridge Club, which will be a simple club, and that Rugby Bridge Club Limited should cease trading and be closed ”.

             The motion was voted on and passed nem con.  The Chairman announced that Rugby Bridge Club Ltd would be closed as soon as possible and the club would revert to being a simple club.

b          The Chairman suggested, and it was agreed by all, that Alan Webb’s motion which had been deferred from item 6 above was now no longer relevant and it was dropped from the agenda.

There being no further business the meeting closed at 8.20pm.

NB     Before members dispersed, the Chairman, whilst pointing out that he had no authority to call a new Rugby Bridge Club general meeting, suggested that we should now, immediately, hold such a meeting simply to adopt a Constitution and elect a Management Committee for the new Rugby Bridge Club.

          Graham Clarke proposed that all members should be notified before such a meeting was held.  This proposal was not seconded.

cont’d...

Minutes of a General Meeting of Rugby Bridge Club held at 8.23 pm on Tuesday 13^th November 2012 at the Sacred Heart Church Hall,

Lime Tree Avenue, Bilton, Rugby.

In the chair Chris Malthouse. 

Attendees as listed in the minutes of RBCL’s AGM of the same date.

The Chairman proposed that the Management Committee of RBCL, which had been elected at agenda item 8 of RBCL’s AGM on 13^th November 2012 (minuted above) be elected en bloc as the Management Committee of the new Rugby Bridge Club; and secondly that the Constitution, suitably amended to remove all references to Directors and RBCL, be adopted as the proposed Constitution of the new Rugby Bridge Club.

These two proposals were seconded by Terry Leary, voted upon and carried overwhelmingly.

The meeting then closed at 8.26pm.

-o0o-