|
Notes
on the two types of Club meetings
General Meetings
The MG Car Club holds a General Meeting each year as its Annual
General Meeting, usually in October or November in addition to any
other General Meetings held in that year.
The Executive
Committee must call a General Meeting if it receives a requisition
in accordance with the Companies Act 2006 from not less than one
tenth of the number of Council Members (each representing their
Centre, Register or Branch) or from not less than fifty members.
This must be done within 21 days of receiving a valid requisition.
Twenty-eight clear days' notice must be given of all General Meetings.
The number of Council Members who requisitioned the General Meeting
they called for 16th April 2021 met that requirement and the requirements
in the Club's Articles of Association.
All current
members of the MG Car Club can attend General Meetings of the MG
Car Club. Only Council Members who represent a Centre, Register
or Branch as their Voting Member may vote at General Meetings.
Council Meetings
The Council usually meets twice a year, but additional meetings
can be called by the Executive Committee (EC). The EC must call
a Council Meeting if it receives a request to do so from no less
than four Council Members each acting with the approval of their
Centre, Register or Branch (CRB) committee. The Council Members
are representatives from the CRBs. Each CRB is entitled to nominate
one officer or member of its duly elected committee to be a Council
Member and attend Council Meetings as its representative and to
vote at Council Meetings on its behalf.
The functions,
powers and duties of the Council include:
> representing to the EC the general views of Members,
> establishing guidelines within which the EC shall act for the
promotion, advancement, organisation and operation of the Club including
financial and operational limits,
> receiving and considering reports from the EC on finance and
general Club matters,
> generally to perform a supervisory function on behalf of Members,
> carrying out any other functions given to it in the Articles
or by General Meetings, including calling General Meetings.
The Council
may appoint Committees of Council and may delegate any of its powers
to committees consisting of two or more Council Members, Members
of the Club and others as it thinks fit.
The Club's Articles
of Association and Rules are available as downloads on the Club website.
Articles & Rules
Attempts
have been made to resolve these difficulties through discussion with
the Club Chairman
Recently three approaches have been made by a trained mediator to
the Club Chairman to try and find a sensible resolution to these difficulties
and thereby enable him to retain some dignity. So far those approaches
have not made any meaningful progress. Earlier in January and February
2021 four "olive branch" approaches were made by the Club
President and Vice Presidents, but with no engagement by the Club
Chairman or fellow EC members.
The five Council Members are doing all they can to avoid any reputational
damage for the Club. They are acting within their democratic function
and powers as Council Members in the Club's Articles.
Also
a call for a Council Meeting by seven Council Members was made
When the more serious concerns emerged over the management of the
Club and its governance, the group of Council Members issued a formal
call for a Council Meeting to the Executive Committee on 16th
February 2021 and, in parallel, also a requisition for a General
Meeting to the Executive Committee. With no reply from the Executive
Committee to either, two reminders were sent but again with no reply
from the Executive Committee. So on 4th March 2021 the group of Council
Members issued a formal letter to the Executive Committee confirming
that with the failure of the Executive Committee to make a reply to
a valid call for the meeting, the Council Members would themselves
arrange for the Council Meeting to be held on Saturday 27th March
2021 at 11.00am. Those arrangements are being made but, because
of the Covid restrictions in England, the meeting will be held as
an online meeting.
Posted: 210316
Updated: 210407
CM
|
|
Formal
Notice of the General Meeting
on Saturday 17th April 2021 at 11.00 am
The General Meeting will
be an online meeting because of the uncertainties over the
release from the Covid lockdown restrictions on physical meetings.
This General Meeting will follow the online meeting precedent
used for the Club's Annual General Meeting held earlier this
year. Formal
Notice & Agenda
& Nominations
& News & Resignations
Why has this General Meeting been called?
The background to the call for this meeting and why the Council
Members who called the meeting are themselves arranging the
meeting are provided below.
See the information below
Call for a General Meeting by seven Council Members
On 16th February 2021 the seven Council Members as co-signatories
made a formal requisition to the Executive Committee for a
General Meeting in accordance with the Articles of Association
of the Club and company law. The directors of the Club must
call a general meeting by sending out a notice of the
general meeting within 21 days of receiving a valid requisition.
Following the receipt of a requisition the directors must,
in accordance with company law, provide for a general meeting
to be held on a date not more than 28 days after the date
of the notice of the meeting. The email announcement seen
issued by Club Office on 10th March 2021 from the Executive
Committee did not constitute a notice of the general meeting.
Their proposed date of 3rd July 2021 for the holding of a
general meeting is clearly more than 28 days after their supposed
notice of the general meeting. Consequently as the group of
Council Members gave formal Notice of the General Meeting
they are arranging themselves to be held on Saturday 17th
April 2021 at 11.00am as the Club has failed to call such
meeting.
Who
can attend this General Meeting?
All Council Members representing their Centre, Register or
Branch (CRB) as the Voting Member may attend the meeting and
vote. All directors who are being proposed for removal can
attend the General Meeting and may speak at the General Meeting.
All other Club members can attend General Meetings but cannot
vote. All members wishing to attend this online General Meeting
must register beforehand so the Meeting Arranger can verify
eligibility to attend the meeting and then provide necessary
information to provide access to the online meeting. Access
to the online meeting will only be available to eligible applicants
who have made a registration with the Meeting Manager and
have returned their online registration form not later than
noon on 14th April 2021. Please use the registration form.
Registration form
Making statements and raising questions for the General
Meeting
Any Council Member attending the General Meeting who wishes
to make a statement or raise a question for the online meeting
will need to have sent it in ahead of the meeting to the Meeting
Manager setting out briefly their statement or the question
they wish to ask, by not later than noon on 14th April 2021.
The form for submitting statements or questions is available
online at:
Statements/Questions
form
Responses
to statements or questions
In most cases the Meeting Manager will endeavour to obtain
a reply to both statements and questions ahead of the meeting
so they can also be made available online for fellow Council
Members at:
Members' Questions/Statements/Responses
What are
the arrangements for the online General Meeting?
Detailed information to enable Council Member and Council Guests
to access the Zoom meeting and an access code will be sent by
the Meeting Arranger to the Council Members and Council Guests
who have registered to attend the meeting by not later than
noon on 14th April 2021.
Information on the arrangements for the General Meeting for
Council Members
Timetable
of events for the General Meeting
Zoom
info for voting and non voting members for the General Meeting
Zoom
Instructions Help and Etiquette for the General Meeting
Who are the Council Members who have called this General
Meeting?
Paul Snee, Chairman, Caledonian Centre
Paul Goodman, Chairman, Cockshoot Cup
John Watson, Chairman, MGB Register
David Rainsbury, Treasurer, NW Centre
Danny Cusworth, Secretary, Speed Championship
Noel Lindford, Secretary, Tyne-Tees Centre
Victor Smith, Chairman, V8 Register
Who is making the technical arrangements for the online
meeting as Meeting Arranger?
Lorraine Noble-Thompson is sourcing the online meeting system,
through a specialist supplier, and will co-manage the system
with them during the meeting, including the voting procedure,
whilst liaising closely with the Meeting Manager.
Who will be the Meeting Manager at the General Meeting?
Dave Tynan will manage the proceedings following the precedent
set at the Club's Annual General Meeting earlier in 2021. During
the meeting he will coordinate with the Meeting Arranger to
enable members' voting on the resolutions.
What level of support for the steps taken by the five Council
Members have fellow Council Members indicated?
Support has flowed in from a growing majority of fellow Council
Members promptly following the emails sent to all CRBs with
news and updates from the five Council Members. Currently some
29 (76%) of the 38 CRBs have indicated their support.
Why has this Council Meeting been called?
In mid-January 2021 five Council Members became aware of an
ongoing heavy handed disciplinary process at Club Office that
had started at the beginning of December 2020. Those Council
Members sent a joint email to the Club Chairman urging "the
disciplinary process be halted with immediate effect and that
urgent steps are taken to improve the professional management
standards and restore staff morale". The Council Members
did not receive a reply to their email from the Executive Committee
and their call for the disciplinary process to halt was ignored.
The disciplinary investigation was of a misdemeanour by Ineke
Sherman, who was running the Club's Online Shop and regalia
sales, of entering the Club Office building when she should
have been in quarantine at home (to comply with the UK Government's
Covid guidelines at the time in December 2020) on returning
from a very brief visit to the Netherlands.
Ineke says "on the 27th November 2020, I received a phone
call that my mother in the Netherlands had only a maximum of
6 days to live. So I drove over on 28th and returned on 29th
November to say farewell on her deathbed, with my worry and
guilt that I needed to go back to work (from home) as soon as
possible for the Christmas sales. I needed to instruct my colleagues
as to what was pending and help them as much as I could from
home as the General Manager had said I could not go into work
at Club Office, as I needed to self-isolate at home after returning
from the Netherlands. That was the only time I had contact with
him during the whole period.
There were parcels to collect on the 3rd of December and a query
where certain items were, so I went into Kimber House for 10
minutes (fully protected). When the General Manager found out
that I had visited Kimber House, he sent an email to all the
staff about his disappointment. The second time was when I heard
that a big order had arrived on the Friday 4th December, so
I went into Kimber House after 6pm as I wanted to finish the
50 backlog orders before I left to travel to the Netherlands
for the cremation on Sunday 6th December. When I heard the boxes
were in on the 4th December, I emailed Lauran Gallacher to say
I will be in after work to collect them - I then saw her reply
after I went in at 6pm that I was not allowed to do so. I prepared
all those orders to be collected by Cherina Scarrott on Monday
7th December from my house as our son couldn't come with us.
The cremation was on 8th December and on the 9th I received
the invite to the investigation meetings by email whilst I was
still in the Netherlands." The disciplinary process was
carried out by an HR consultant engaged by the Club.
The disciplinary process then ground on with investigation meetings
causing considerable mental stress for Ineke Sherman at a time
when she was still grieving the loss of her mother (who passed
away on the 1st December 2020) and also for Colin Grant and
two other Kimber House staff members who were involved. But
when four directors of the Club became aware they had in effect
been kept in the dark over the disciplinary process, as it had
been handled by a trio of Club officers, and that a final dismissal
letter was about to be issued, they demanded an emergency Board
meeting so they could obtain adequate information and discuss
the case properly with all members of the EC, and vote on the
issue of any dismissal and warning letters. That Board meeting
was held at which the issue of the disciplinary letters to the
members of staff was approved by a vote which was only passed
with the Club Chairman using his casting vote. Ineke Sherman
has since received a formal dismissal letter and Colin Grant
a warning letter for not reporting Ineke had entered the building.
Ineke Sherman has since started a dismissal appeal and
demanded the appeal be heard by an independent consultant and
not by the HR consultant that undertook the original disciplinary
investigation that lead to her dismissal. The Club has confirmed
it has appointed an independent HR consultant to carry out the
dismissal appeal. We understand Ineke has made a Subject Access
Request (SAR) which is a written request to a company or organisation
asking for copies of personal data and any other supplementary
information that organisation holds about you. It is a legal
right everyone in the UK has.
Serious
concerns over the management and governance of the Club
Following the vote at the emergency Board meeting, three directors
then resigned in protest at such a draconian decision and concern
with the poor standards of governance of the Club. They felt
that clearly experienced managers would have handled the disciplinary
matter much better through discussion, a verbal warning and
not in such a disproportionate way. Those three directors have
subsequently sent a Joint Statement to all Council Members describing
their serious concerns over the management and governance of
the Club, not least the unsatisfactory handling of the disciplinary
process.
Joint
Statement |
|
