AGM Minutes Friday 27th February 2009 Low Waters Community Hall
Present
Donald Anderson, Ian Kelly
Apologies
Mark Falconer, Robert Black, David Dickson
Meeting
Ian Kelly to Chair the meeting
It was decided that treasurer Ian Kelly would chair the meeting. Independent Examination Rule Change It is hereby resolved to amend the society’s rules by inserting new clauses c-f in Rule 86 as laid out below FINANCIAL AUDIT 86. The Society Board will in respect of each year of account ending on 31st August: a. cause to be prepared a revenue account or revenue accounts which: (i) singly or together deal with the affairs of the Society and any subsidiary company or society as a whole for that year; and (ii) give a true and fair view of the income and expenditure of the Society and any subsidiary company or society for that year; b. cause to be prepared a balance sheet giving at that date a true and fair view of the state of the affairs of the Society and any subsidiary company or society. c. In any year of account, the Society shall not be required to appoint auditors if it is exempt under the 1968 Act and has disapplied the obligation to do so in accordance with the 1968 Act. d. In any such year, an Independent Examination of accounts under the guidelines recommended by Supporters Direct and all references below in Rules 25, 35, 87, 88, and 91 to ‘auditor(s)’ and ‘audited’ shall be read as independent examiner and Independently Examined’ respectively and rules 89, 90, 92, 93 and 94 shall not apply. e. Any decision to disapply the requirement for audit must be passed by the appropriate margins laid down under the 1968 Act at the Annual General Meeting prior to the Annual General Meeting at which the accounts for the year in question are to be laid before members. f. No decision to disapply shall be valid if the accounts laid before the Annual General Meeting at which the decision is being taken indicate that the turnover of the society in that financial year is higher than the specified threshold for audit exemption in the Supporters Direct Membership Policy, should such exemption be allowed under that policy.
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Donald Anderson explained the expense of a full audit, and that the Supporters Direct group, of which we are a member, allows its member organizations to disapply the full audit with a less expensive but less thorough Independent Examination provided the turnover of the organization does not exceed a value laid down in their membership policy. The Society turnover is very small and in no danger of exceeding that limit in the near future. The expense of the audit, at £400+, is exceeding the turnover at present. The resolution was passed unanimously. Independent Examination for next AGM It is hereby resolved that subject to the provisions of section 4A of the 1968 Friendly and Industrial and Provident Societies Act, the members of the Society shall not require an audit for the accounts covering the current financial year ending on 31 August 2009 when they are presented to the next AGM held in 2010. The members of the society agree that the Accounts for the financial year ending on and for which reports will be laid before the following AGM do not require a full audit provided that: • The total income for that year does not exceed the threshold laid down by Supporters Direct for audit exemption (currently £25,000) • An Independent Examination of those accounts is carried out in place of the full Audit • The Independent Examination is carried out in line with the best practice of Supporters Direct as set out in the Guidance Notes. • A report from the Independent Examiner is included within the Accounts and circulated to members. The Society notes that • The Independent Examination does not carry the same weight as a full Audit • The members of the Trust instruct the Board to identify a suitably qualified practitioner to undertake the review • The Board shall agree the appointment of the examiner and shall agree the terms of that appointment in writing • Supporters Direct has no liability in respect of any Trust Accounts • Supporters Direct will use the report of an Independent Examiner when considering your Trust’s eligibility for membership as against criteria in its membership policy. Donald Anderson explained that this resolution is required, and in subsequent years, to enable an Independent Examination to be carried out instead of a full audit. The rule change previously passed demands this resolution each year to allow members to insist upon a full audit in any given year if desired. The resolution was passed unanimously. Amendment to Rescind need for Society Seal It is hereby resolved to amend the society’s rules by rescinding the following rules: 26 g shall approve the use of the Society’s seal. 30 f having charge of the seal of the Society. 76 The Society Board may delegate any of its powers to committees of the Society Board and in particular may appoint a sealing committee to consider documents submitted by the Executive Board for sealing and if appropriate to seal them.
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112 Society is to have a seal which is to be kept in the custody of the Secretary. The seal is not to be affixed to any instrument except by authority of the Society Board or a sealing committee appointed by the Society Board. The affixing of the seal is to be attested by the signature of one member of the Society Board and the Secretary. 120 The registered name of the Society is to be engraved in legible characters on its seal. Donald Anderson explained that the relevant Acts no longer require the purchase of a large metal sealing device, which the board considers unnecessary for our operation. The resolution was passed unanimously. Financial review Treasurers report by Ian Kelly. By 31 August 2008, there was £6,800 in the bank plus £3,000 shares in HAFC. The bank balance now £5,728 following sponsorships, donations and expenses in the meantime. The accounts for the year ending 31st August 2008 were approved by vote of the meeting. Board Elections – the position Ian Kelly explained that we are proposing to put trust on Hiatus as there are insufficient board members. We would still meet once a year. We appear to be wasting our time just now. Things going well at the club and there appears to be little interest. Donald Anderson elaborated that two board members have already resigned, and the four remaining members all feel their time might be better spent. The rules require six elected members and two co-optees. Only two were able to attend the AGM. Consulting Supporters Direct, it is understood the trust cannot operate with less than the required number on the board except to pursue new board members and produce the accounts. Player of the Year efforts and Trust Functions We now have almost 200 members, albeit with no subscription being paid. We had approached the club last summer to try and make sure there is a Player of the Year event at the end of this season. We were told to approach them again late in 2008, and Mark Falconer had done so around the time of the Motherwell game in December. Mark has reported there appears to be little enthusiasm for the trust except from Jim Corcoran, the new director. Donald Anderson pointed out that efforts to arrange such an event have been repeatedly frustrated by its co-incidence with the club’s annual youth dinner. The youth dinner is an understandable priority given that it raises £10,000s for the Youth Scheme, but suggestions by some people at the club that it is our fault there hasn’t been a Player of the Year event at the end of the season are unfair. We have been in touch with the club, but have been told the last Saturday clashes with the Youth Dinner, the next day will be too busy and our best hope is to arrange something on a weekday evening before the end of the season. This may not be suitable for many supporters though. At present, John Paterson of HAFSWO is looking into it and will let us know if anything can be thrashed out with Scott Struthers at the club. It was suggested to move the Player of the Year event to the start of the following season, although the award winners may have moved on by then. Board Elections – the solution Kenneth Fee spoke up for the continuation of the trust’s activities, especially with the increased membership whose interest should be maintained. Suggested smaller activities, keeping up meet the manager nights, perhaps presenting Player of the Year trophies at the first one of the new season.
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Kenneth appealed for people to step forward for the board positions, although unable to do so himself. The following people volunteered, and were co-opted to the board: • David Ogg • Alastair Brown • Alan Hutcheson • Paul Daly • Darren Jameson • Tommy Jordan • Craig Rankin With the continuation of Ian Kelly and Donald Anderson, this brings the board up to nine members. Darren Jameson did forewarn that he may well be leaving to work in Hong Kong later in the year though and will resign if and when that happens. Board Positions and next board meeting. Ian and Donald will continue as treasurer and secretary. We will confirm, as we understand, that Mark Falconer and David Dickson will both step down, though they had offered to stay on to keep watch had the trust gone into hiatus. The new chair will be decided at the next board meeting. It was decided to hold this prior to the St Mirren game, at 1pm on Saturday 21st March. Tommy Jordan is a member of the Railwayman’s club and will book the small room there for the meeting. David Ogg asked that full terms of reference for the board positions should be published. Donald Anderson will look at the Supporters Direct website as a basis for creating them and will have them ready for the board meeting. Board members will also have to sign a declaration at the first board meeting giving their details. It was accepted that some people are very busy and may not always be able to make every board meeting. It was also suggested that there should be at least two trust board members at any future formal meetings with the club. Meet the Manager It was suggested to hold another meet-the-manager event with Billy Reid, perhaps after the SPL split. Kenneth Fee pointed out that we could establish this as a regular annual event. It will be discussed at the next board meeting. Any Other Business Darren Jameson suggested we write letters to Advertiser encouraging people to attend, as the Advertiser do not usually give much publicity to HAFC initiatives.