NOTICE OF TRUST AGM 25 January 2024

1
I have just received an email setting out the Notice. The meeting can only be attended by Trust member, registered as of yesterday. The AGM is scheduled to last for 30 minutes. This would seem to indicate that, in the opinion of the BOD, the meting will be 'cut and dried'. This is the agenda:

The AGM will cover:

Acceptance of the audited accounts for financial years ending 30th June 2022, and 30th June 2023.
Re-Appointment of Auditors
Members Resolution as proposed by Chris Davies – full details to follow shortly.

Doubtless the BOD will explain why we are being asked to accept the audited accounts of 2022 at this meeting and not the previous one. There is no indication that either set of accounts will be made available to Trust members before the meeting.

The BOD seek to reappoint the existing auditors. These are HSJ Audit Limited. I believe these are the same auditors who have also carried out the statutory audit of the AFC in recent years.

The Members resolution is proposed by me ( I forgive the misspelling of my surname!). It is a resolution that directs the BOD of the Trust to devise and implement a Transparency Policy.

What is missing from the Notice and may surprise many Trust members is that there is no election to the Trust Board. This means that no existing elected Directors are resigning and there is no opportunity for the election of replacement Directors. (Note: certain Directors are either Trust members co-opted (not elected) by the Trust Board or non trust members similarly co-opted. Neither of these types are required to put themselves forward for re-election under the Model Rules)

This may be justified by the Model Rules which state that the business of the AGM "shall normally comprise, where appropriate:" Director elections. Possibly, the existing BOD feels that, for some reason, times are not 'normal' and/or it is not appropriate to hold elections. However, as they have not offered an explanation for the ommision, it is impossible to know.
Last edited by Chris Davis on January 11th, 2024, 9:32 am, edited 1 time in total.

Re: NOTICE OF TRUST AGM 25 January 2024

10
Chris Davis wrote: January 11th, 2024, 9:36 am
G Guest wrote: January 10th, 2024, 5:00 pm Discussion about the future of the Trust and how to elect 2 Newport County directors from the Trust and related matters is scheduled for the meeting.
Sorry, I made a significant typo in my original post. In my paragraph about elections I should have written to the Trust Board and not the Club Board. I have now amended my original post.
With regard to elections and the Trust AGM. The most I would expect is an announcement that elections will be held in the (near) future. To my knowledge the AGM has not previously been used to elect new Board members.

Re: NOTICE OF TRUST AGM 25 January 2024

11
Amberexile wrote: January 11th, 2024, 1:55 pm
Chris Davis wrote: January 11th, 2024, 9:36 am
G Guest wrote: January 10th, 2024, 5:00 pm Discussion about the future of the Trust and how to elect 2 Newport County directors from the Trust and related matters is scheduled for the meeting.
Sorry, I made a significant typo in my original post. In my paragraph about elections I should have written to the Trust Board and not the Club Board. I have now amended my original post.
With regard to elections and the Trust AGM. The most I would expect is an announcement that elections will be held in the (near) future. To my knowledge the AGM has not previously been used to elect new Board members.
Yes. Indeed the trust's communique to it's members of 1st Dec says elections will take place at the SGM in March/ April.

Re: NOTICE OF TRUST AGM 25 January 2024

12
Amberexile wrote: January 11th, 2024, 1:55 pm
Chris Davis wrote: January 11th, 2024, 9:36 am
G Guest wrote: January 10th, 2024, 5:00 pm Discussion about the future of the Trust and how to elect 2 Newport County directors from the Trust and related matters is scheduled for the meeting.
Sorry, I made a significant typo in my original post. In my paragraph about elections I should have written to the Trust Board and not the Club Board. I have now amended my original post.
With regard to elections and the Trust AGM. The most I would expect is an announcement that elections will be held in the (near) future. To my knowledge the AGM has not previously been used to elect new Board members.
Under the Model Rules the AGM is the main meeting for appointing Trust Board Directors. It should be an agenda item every time there is an AGM. I am informed that Election of Directors last appeared on the 2022 agenda. Also don't forget that election is not the only way for someone to be appointed to the Board. They can be co-opted. The big democratic difference is that co-opted Directors do not have to resign after any period and, unless they choose to stand to be an elected Director they are not directly appointed by Trust members.

Re: NOTICE OF TRUST AGM 25 January 2024

13
OLDCROMWELLIAN wrote: January 11th, 2024, 6:02 pm
Amberexile wrote: January 11th, 2024, 1:55 pm
Chris Davis wrote: January 11th, 2024, 9:36 am
G Guest wrote: January 10th, 2024, 5:00 pm Discussion about the future of the Trust and how to elect 2 Newport County directors from the Trust and related matters is scheduled for the meeting.
Sorry, I made a significant typo in my original post. In my paragraph about elections I should have written to the Trust Board and not the Club Board. I have now amended my original post.
With regard to elections and the Trust AGM. The most I would expect is an announcement that elections will be held in the (near) future. To my knowledge the AGM has not previously been used to elect new Board members.
Yes. Indeed the trust's communique to it's members of 1st Dec says elections will take place at the SGM in March/ April.
I've looked at it again and I can't see that. It does say this however ".... how we should elect two new directors for the board of the football club...". That does not necessarily involve election of Trust Directors unless they are to be members of both BODs.

Re: NOTICE OF TRUST AGM 25 January 2024

14
Chris Davis wrote: January 11th, 2024, 9:50 pm
OLDCROMWELLIAN wrote: January 11th, 2024, 6:02 pm
Amberexile wrote: January 11th, 2024, 1:55 pm
Chris Davis wrote: January 11th, 2024, 9:36 am
G Guest wrote: January 10th, 2024, 5:00 pm Discussion about the future of the Trust and how to elect 2 Newport County directors from the Trust and related matters is scheduled for the meeting.
Sorry, I made a significant typo in my original post. In my paragraph about elections I should have written to the Trust Board and not the Club Board. I have now amended my original post.
With regard to elections and the Trust AGM. The most I would expect is an announcement that elections will be held in the (near) future. To my knowledge the AGM has not previously been used to elect new Board members.
Yes. Indeed the trust's communique to it's members of 1st Dec says elections will take place at the SGM in March/ April.
I've looked at it again and I can't see that. It does say this however ".... how we should elect two new directors for the board of the football club...". That does not necessarily involve election of Trust Directors unless they are to be members of both BODs.
In relation to the SGM in March/April.
My e-mail of 1st Dec clearly says ' the election of trust members to both the Board of the club and the Board of the trust'

Re: NOTICE OF TRUST AGM 25 January 2024

15
Chris Davis wrote: January 11th, 2024, 9:45 pm
Amberexile wrote: January 11th, 2024, 1:55 pm
Chris Davis wrote: January 11th, 2024, 9:36 am
G Guest wrote: January 10th, 2024, 5:00 pm Discussion about the future of the Trust and how to elect 2 Newport County directors from the Trust and related matters is scheduled for the meeting.
Sorry, I made a significant typo in my original post. In my paragraph about elections I should have written to the Trust Board and not the Club Board. I have now amended my original post.
With regard to elections and the Trust AGM. The most I would expect is an announcement that elections will be held in the (near) future. To my knowledge the AGM has not previously been used to elect new Board members.
Under the Model Rules the AGM is the main meeting for appointing Trust Board Directors. It should be an agenda item every time there is an AGM. I am informed that Election of Directors last appeared on the 2022 agenda. Also don't forget that election is not the only way for someone to be appointed to the Board. They can be co-opted. The big democratic difference is that co-opted Directors do not have to resign after any period and, unless they choose to stand to be an elected Director they are not directly appointed by Trust members.
Another example of the Model Rules saying one thing and the Trust doing another. At best in the past, at the AGM it has been announced which Board members will be standing down, which will be seeking re-election, a time scale for the process and who will be tasked with running it. The process of electing Trust Board Members usually takes weeks even when existing members are elected unopposed, it isn't practical to do it at a single meeting using the established process even if the Model Rules indicate that this should be the case.

Who is online

Users browsing this forum: Chris Davis, countymadbel, G Guest