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