Club Law and Management
Q At the recent AGM the members elected to amend the Rules to increase the subscription fee. The Treasurer thinks it will come into force on the 1st January 2015, but the Chairman thinks it needs to go to the next AGM in February 2015 to confirm the Amendment. Who is correct?
A I confirm that your Treasurer is correct. It is not a requirement for a Minute of a meeting to be confirmed at a subsequent meeting in order for an agreed resolution or motion to come into effect. We are asked this question fairly frequently and I think it must be one of those myths which have been established over the years.
Once a decision has been made at a meeting it may be brought into effect immediately, unless, of course, the meeting has agreed for action to be taken from a specified date. In the case of your query it has been agreed that subscriptions for next year increase and therefore on 1st January 2015 the subscriptions shall increase.
Q Our Rules state that the Club’s Annual General Meeting should be held in the month of April although our Audit will not be ready until May. Should we delay the AGM?
A If the Audit is not going to be ready until May then in these circumstances it would be logical to delay the AGM. A notice to this effect should be posted on the Club’s Notice Board. In future I suggest that significant time is given to the Audit to allow the Annual General Meeting to proceed as usual in April.
Under the terms of the old 1964 Licensing Act, it was a specific requirement that 15 months must not elapse between the dates of each AGM. The Licensing Act 2003 does not include this provision but specifically requires a General Meeting of Members to be held each year.
If you wanted to hold the AGM in April, for instance if you felt that Members may complain if the Meeting was not held in April, then the Meeting could be held in April and all other agenda items dealt with apart from the Accounts. The Meeting could then be adjourned until a specific date in May and then resumed to solely deal with the approval of the Club’s Accounts.
Q Many years ago the Club Committee introduced SKY Sports to the Club. At last year’s AGM a motion was put to the membership that we cancel our subscriptions to SKY Sports. This was defeated quite convincingly. However, because of the recent lack of members using our Club and also the facilities we offer, the Committee wish to cancel our subscription to SKY as a way of saving extra monies. Does the Committee, have to go to the members via a motion at this year’s AGM to do this?
A In view of the fact that the members have already determined whether or not the Club has Sky it will not now be possible for the Committee to overrule this decision. If the Committee wish to get rid of Sky they must call a Special General Meeting for this purpose. Now the Committee have given the authority for whether the Club has Sky to the member’s future decisions must be determined by the members.
It is preferable for the Committee to deal with all general business of the Club under the authority given to them under the Rules. Should the Committee wish to consult the members at a general meeting then this is advisable but it is preferable to make it clear that they are not bound by any decision.
Q This year we have been unable to attract any members into standing as Arbitrators. Our Rules state that in the event of a member appealing their suspension or expulsion that they can ask the Club’s Arbitrators to review the decision. We invited nominations for Arbitrators when we invited nominations for the Committee prior to the Annual General Meeting but nobody has come forward. We are concerned that should a member appeal, we will be unable to deal with it and will have to let them back in.
A Clubs often have a difficulty in finding arbitrators. In the event of Arbitration being requested there is nothing to prevent the Club from holding a Special General Meeting in order to elect Arbitrators, although, it is preferable to already have them in place. May I suggest you contact your nearest Club and ask the Secretary whether officers of their club would be prepared to act as arbitrators and in return officers of your Club could provide a similar service? This has been successfully achieved by a number of clubs.
Q We have recently expelled a member from the Club for poor behaviour on the Club’s premises. However, we have now heard that some of his friends are organising a petition to have this ban overturned at the AGM? Is this possible?
A We can confirm that disciplinary actions are not able to be overturned at either an AGM or an SGM. The Rules of the Club will explicitly place these decisions in the hands of the Committee and it would take a Rule change to allow the Members to overturn individual Committee decisions on this subject.
The general answer which you may wish to point out to any members who queries this is that if a majority of the members feel strongly that a miscarriage of justice has occurred they will elect a future Committee who will reassess the situation having viewed all the evidence. We suspect though that the vast majority of your members are in agreement with the Committee’s decision on this matter and fully support it.
Q One of our members has put a motion in for inclusion at the AGM that the Committee detail the individual salaries of all Club employees. Do we have to disclose this information to the Members at an AGM?
A The request for salary details to be revealed at the Annual General Meeting cannot be included as it is not a proper motion. A motion is something which can be voted on by the members by giving a yes or no answer. A request for information is not a motion and so cannot be included as an item in the AGM. The Rules will normally state that internal management, such as employment, of the Club’s affairs is exclusively a matter for the Club’s Committee. The appointment and dismissal of the Steward and all the Club employees shall be vested solely in the Committee.
If this member has questions about the wages then it would be appropriate to raise this as a question during the financial report at the AGM. It is important to ascertain why this information is required by the member. As with all sensitive and confidential financial information there must be a legitimate reason to disclose this information. If this member would like to have a say in the internal running of the Club and have access to this information then they are free to be nominated to the Committee and agree to abide by the usual Committee confidentiality.
Wage information is sensitive information and is kept confidentiality for important reasons. Unless there is a legitimate need to breakdown the amount paid to each employee then the Committee should not feel obligated to provide this information.
Q We use a prepaid card system which allows member in advance to load money onto a bar card which they can then use to buy drinks. If they do this then they receive a 5% discount at the bar. One member has proposed a motion at the AGM that this be raised to a 10% discount. The Committee feels that this would place a big strain on the Club’s finances if passed.
A The motion to raise the discount given on the prepaid card system is not an appropriate motion for inclusion within the AGM. Pricing decisions are exclusively the authority of the elected Committee and it is not feasible that the members should be able to set prices. This would effectively mean that every time a price must be changed that a Special General Meeting is called to vote on the issue to obtain the members consent.
The members must accept that an elected Committee is assembled to oversee and make decisions regarding the internal running of the Club. It is not practical that members have a vote on the day to day issues which affect the running of the Club. Furthermore there are important financial considerations behind why the discount is set at 5% and not 10% and this proposed motion does not take into considering the market conditions which affect these types of decisions.
Q Our existing Rules, which may be out of date, state that we can have either one or two Vice Presidents. Is it the Committee who decides if we will hold elections for one or two positions?
A If the Club’s Rules state that the Club will have either one or two Vice Presidents then it is the Committee who will decide if the Club will have one or two Vice Presidents for the forthcoming year. This decision should be made not only prior to the voting taking place but also prior to the nominations sheet being placed on the Notice Board. This will ensure that the Members are fully aware of how many positions are being elected in the forthcoming election.
Q At our Club’s recent Annual General Meeting, some members asked why the item ‘Any Other Business’ was not on the agenda. Unfortunately, whilst I have never included this item, I was unable to give a reason which they found acceptable. What is your view?
A The item ‘Any Other Business’ is totally out of place on the agenda of a General Meeting for the simple reason that it gives no information or notification to members of matters which may be brought up and dealt with. The sole purpose of an agenda is to inform members of what is to be discussed, thereby giving an opportunity to decide on whether to attend the meeting. ‘Any Other Business’ would permit any matter to be raised and voted on without proper notification. I often advise Clubs to conduct an ‘open forum’ after the meeting has closed since this provides an opportunity for members to raise matters with the committee, without the outcome of such discussion being binding upon the Club. Should any member have any particular matter of concern then he or she should raise it with the Secretary for inclusion on the agenda as a specific item in accordance with the procedure set out in the Club’s Rules. Q We have received the following request for inclusion in the Annual General Meeting: “Teams playing in the Conservative Club should contribute towards the food provided by the Club for sports matches.” Can you let us know if we can accept this motion and, if so, do the proposer and seconder need to be present at the Annual General Meeting in order to discuss the motion? Currently the Committee take the view that the sports teams bring in enough trade over the bar to cover the cost of providing light refreshments. A I think the Committee could accept this motion as being acceptable for inclusion on the Agenda for the AGM. I think this motion should be accepted on the grounds that it is merely a recommendation to the Committee and provides flexibility in the event that the Club’s Members to express a view that the sports teams should contribute towards some of the food costs.
It is important for any elected Committee to have flexibility when dealing with the day to day business of the Club. For example, there be some matches where it would be appropriate for participants to make a contribution to refreshment costs but on other occasions, perhaps special events or finals involving other teams from different Clubs, it would not be so appropriate since the amount of food may be higher but the level of bar income would offset any costs.
With this in mind, perhaps you could have word with the Proposer of the motion to explain that it will be included but on the basis of a recommendation for the Committee to implement as they think appropriate in the event of it being approved.
I confirm that the actual Proposer and the Seconder of the motion do not have to be present at the meeting but somebody must propose the motion in their absence and it needs to be seconded in order for a discussion and voting to take place.
Q Our Annual General Meeting is due to be held soon and we have not had any nominations for the position of Chairman. The nominations period has now passed and we are not sure what we should do regarding this vacant position.
A I suggest that at the AGM, nominations are taken from the floor for the position of Chairman. This will give the Members present at the AGM the opportunity to propose candidates for the position. As no one has currently proposed anyone for the position it will be completely in order to take nominations from the floor. If only one person is nominated then they will be elected unopposed, if two or more persons are nominated at the AGM then a ballot will need to be held.
Should no nominations be forthcoming at the AGM then it would be in order for the meeting to agree that the Committee coopt suitable Members to fill the vacant positions as and when such candidates become available.
Q The Committee cannot agree on how long the nomination sheet for Officers and Committee Members should be posted for. Some Committee Member consider it can only be put up for ten days before being removed whilst others think we should leave it up until the Annual General Meeting in order to encourage nominations and let Members know the current nominations. What is your advice on this situation?
A The Club’s Rule regarding this point reads as follows:
At least three weeks prior to the day appointed for the commencement of the ballot a notice shall be posted on the Club Notice Board by the Secretary, inviting the nomination of candidates for the office of Committee Member or Officer of the Club. The notice shall remain so posted for ten days.
Therefore, according to the Club’s Rules, the notice requesting nominations shall be posted for ten days and then removed. The names of all candidates for office in the Club, together with the names of their proposers and seconders, shall then be entered on a nomination sheet which shall be posted on the Club’s Notice Board seven clear days before the day appointed for the commencement of the ballot and shall remain so posted until the result of the ballot has been declared.
Therefore, there should ultimately be two Notices placed on the Club’s Notice Board. The first Notice invites nominations and stays posted for ten days and the second notice then lists the persons who have been nominated and this notice remains posted until the ballot has been declared. These notices first provide an opportunity to nominate Members for election and then allow all Members to be aware of who has been nominated for election so they can consider how to cast their votes.
Gaming Machine Review Increases Maximumm Stakes and Prizes
For the first time in many years changes to legislation have come into effect allowing an increase in maximum stakes and prizes for Category B4 machines which most Clubs have and an increase in maximum ticket price on the Club exclusive Category B3A machine. This is the first increase in the top prize on a Club machine for over 20 years and will bring Clubs more in line with prizes offered by high street bookmakers.
As of now, Category B4 machines can offer a maximum prize of £400 (up from £250) for a stake of up to £2. Category B3A machines will still offer a maximum prize of £500 but the maximum possible stake is now increased to £2 from £1. The ACC’s recommended machine suppliers, Dransfields, are pleased with this development and they are working on new developments to their existing portfolio of gaming machines to reflect these changes. Dransfields considers that in addition to traditional reel based machines that new style digital gaming will continue to develop and allow greater flexibility for Clubs. For instance, many digital gaming machines now have a compendium of gaming options featuring Casino-style games based on Poker and Roulette as well as popular feature trail games and simple play ‘win or lose’ slots. The other big advantage of digital gaming machines is that new games can be downloaded remotely, enabling fresh game content to be played alongside old favourites. If you are a Dransfields customer then please contact them to discuss how the Club can benefit from the new higher limits and digital machines.