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Report of the First General Meeting of Wednesdayite Limited
Company Number 09140536 which was held on Saturday 30 August 2014 at Niagara Sports and Social Club.
The Notice of the meeting was issued on 14 August 2014 as follows:
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of the Company is to be held at the Niagara Suite, Niagara Conference and Leisure, Niagara Road, Sheffield, S6 1LU.at 2:30pm on Saturday 30th August 2014 for the purposes of the following business:
1. To receive the written report on the past , the present and the future for Wednesdayite.
2. To discuss the Services to be provided by the company and to agree to the continuation of the operations of Wednesdayite by Wednesdayite Limited.
3. To ratify the appointment of the existing Directors to the Board.
4. To appoint additional Directors to the board, - any member wishing to be a director can put themselves forward either prior to or at the meeting for approval by the members.
5. Any other business - should you wish to propose any motion or other business please indicate this to us in advance in the brief questionnaire after this notice.
By Order of the Board
P Holmes
Director
13th August 2014
Notes.
1. Voting for the resolutions 1, 2 and 3 will be conducted by a poll of members present at the AGM in person or by Proxy. If you are attending the AGM you can vote in person at the meeting. If you are unable to attend you can vote by either completing the online voting/proxy form by 29th August 2014, or by completing the enclosed voting form and returning it to the society address to arrive by 29th August 2014 (please allow five days if sending your proxy by post).
3. If attending in person please bring your membership card as proof of membership to assist in giving you a voting card.
4. Except for Resolutions 1,2 and 3 Voting for resolutions will be conducted by a show of hands unless a poll is duly demanded in accordance with the Articles.
5. If attending in person please bring your membership card as proof of membership to gain entry to the meeting. Only members for 2014-15 will be entitled to attend.
Wednesdayite Limited
23 Delamere Close
Sheffield S20 2QE
Tel: 0845 0091867
email: This email address is being protected from spambots. You need JavaScript enabled to view it.
Summary of the proceedings
Ballot forms were distributed to those members present who had not used the on-line voting process.
Introduction
Paul Holmes (PAH) opened the meeting at 2:50 pm. There were 26 members present. PAH read out the agenda of the meeting from the Notice.
One member had replied to the notice saying that he was willing to serve as on the Board but as he wasn't present at the meeting, it was agreed that there would be no vote to appoint him at this meeting. No motions had been notified for inclusion in Any Other Business but any questions will be taken and answered as the agenda items are covered.
Agenda Item 1 - To receive the written report on the past , the present and the future for Wednesdayite.
John Gath (JBG)read out the report which had been circulated to members prior to the meeting. (This report is included as Appendix 1. Please note the correction to the date when the information about loss of IPS status was received )
Questions on this report were then invited.
Q1.1 Why have there been no AGMs since July 2011. PAH responded by saying that despite several requests and attempts, the person responsible had not been able to arrange them.
Q1.2 A question about whether clear disciplinary procedures would be in place in any new organisation. JBG said that lessons had been learned from early attempts at dealing with disciplinary matters informally and what has happened over the past year, a clear complaints process and disciplinary process will be included in the protocols for the new organisation. The need for this was strongly supported by a comment from a member present and it was suggested that help should be requested to develop appropriate policies, procedures and protocols.
Q1.3 Will the new organisation have the same articles and rules as the original one. Answer - The initial rules are in the Articles of Association document on the Wednesdayite web site. They are not exactly the same but if members require a rule change or addition to the rules, that can be done via a members meeting. There is a commitment to work for the benefit of the community as in the original organisation.
We are asking for the operations of the original organisation to be continued in Wednesdayite LTD. Independent legal advice will be sought about the possibility of eventually transferring assets from the original organisation to the new one.
Q1.4 How many directors would be needed and what sort of time commitment is required? Discussion on the advantage of having a small number of directors but a larger group of project operators and it was agreed that this is the aim. The time commitment is flexible and depends on the number of people involved and the operations taken up.
Q1.5 What is the membership total at the moment? Answer - The paid up membership currently stands at 586 (having peaked at about 1300 before the change of ownership of SWFC).
Q1.6 Can Wednesdayite publicise itself more as the services it offers are not as well known as they could be? At the moment we are doing what we can but clearly more needs to done when resources are available.
Q1.7 Where would members get any advice from now that SD affiliation has been lost? Answer - advice can be obtained from SD (for which we would probably be required to pay). There is also the FSF which has free membership.
Q1.8 How many clubs have SD affiliated fans organisations? Answer - about half of the Football League clubs.
Agenda Item 2 To discuss the Services to be provided by the company and to agree to the continuation of the operations of Wednesdayite by Wednesdayite Limited.
Discussion on the services had been covered under the previous item. Questions on the proposal to continue the operations by Wednesdayite Ltd were called for.
Q2.1 Where will the registered address be for the new organisation? Answer - at present during the start up, the registered address is the Home address of PAH. It was recommended by a member that this should be changed, possibly to the address of a law firm to host the organisation rather than using a private address. This would take pressure away from any individual and might avoid any problem with communication with the governing bodies.
Agenda Item 3 To ratify the appointment of the existing Directors to the Board - resolutions 3a to 3g.
A member asked those who were standing to give a brief description of what role they had played since the last AGM and what they would be doing going forward. This was done by the five prospective directors present. PAH gave a resume of the contributions of Darryl Keys who is resident abroad and Peter Shaw is was unable to attend the meeting.
During this part, suggestions were made about using the web site to report to members and to fans at large about what is being done in each area.
Agenda Item 4 To appoint additional Directors to the board - to be dealt with at a later date.
There was then a short break to collect and process the ballot forms from the meeting and add them to the votes already collected on-line.
Voting Results
Resolution 1 To receive the report.
For: 164; Against: 7; Abstain: 15 - Carried
Resolution 2 To continue the Wednesdayite operations by Wednesdayite Ltd.
For: 181; Against: 1; Abstain: 7 - Carried
Resolution 3a Appointment of John Gath
For: 171; Against: 1; Abstain: 15 - Carried
Resolution 3b Appointment of Paul Holmes
For: 175; Against: 1; Abstain: 12 - Carried
Resolution 3c Appointment of Darryl Keys
For: 160; Against: 6; Abstain: 20 - Carried
Resolution 3d Appointment of Peter Shaw
For: 161; Against: 3; Abstain: 22 - Carried
Resolution 3e Appointment of Craig Turton
For: 165; Against: 1; Abstain: 20 - Carried
Resolution 3f Appointment of Jeff Williams
For: 170; Against: 1; Abstain: 17 - Carried
Resolution 3g Appointment of Neville Wright
For: 159; Against: 5; Abstain: 21 - Carried
Services Survey Results
A large proportion of members use the car park either as permit holders or pay on the day;
30% use the match day lounge occasionally and 11% regularly;
37% have used the Away Coach service at some time and 11% regularly;
Over 75% have used the web site;
42% to 48% use the Twitter feed and Facebook page;
When asked what service we should be offering,
93% said the match day car park;
Match day lounge 79%;
Away Coach 94%;
Smile Tickets 82%;
Primary Schools Coaching 85%;
Donations to:
Wednesday Cricket Club 49% with 33% not sure;
Sheffield Wednesday Ladies FC 76%;
SWFC Community Programme 85%;
SWFC Academy 79%;
Asking questions of the SWFC Board 88% in favour
Seeking to register the SWFC Stadium as a Community Asset - 64% in favour.
Several members asked what we are doing about finding an alternative car park. If anyone has any information about nearby facilities which might be available, please let us know and we could explore this.
We need to look at presenting a case for supporting the Wednesdayite Cricket Club as it seems that not everyone is sufficiently aware of this. A member asked if we would lose a director if we stopped supporting the cricket club. Answer - I don't think so but perhaps we should ask the cricket club to put more back into Wednesdayite in return. The need to increase awareness was repeated for this issue and also for the pros and cons of registration of the stadium as a Community Asset.
Agenda Item 5 Any Other Business
No other items were put forward.
Steve Adams briefly described what the Primary Schools Coaching service is about. He asked for anyone who had questions about the scheme to contact him. We can pass messages to Steve through enquiries @wednesdayite.com. This email address can also be used for any other questions members might have.
The meeting then closed at 4:40pm.
Appendix 1 - Report for Agenda Item 1
There has been some speculation, some of it accurate, some not so, about the situation with Wednesdayite, Supporters Direct, the FSA now FCA, AGMs and Wednesdayite's future role. Here is an attempt to clarify what we know so far about the current situation.
The IPS status
1. Wednesdayite has indeed lost its status as an Industrial and Provident Society (IPS). This was brought to the attention of the then Board of the society in December 2012 (Correction - actually January 2013) when a member reported a notice in a local newspaper. The loss of the IPS status is due to the failure to submit annual returns to the FSA, going back to 2006. (The dates shown on the FCA web site only give the three years prior to the action taken). An annual return was submitted to the FSA in 2005 but no return has been sent in since then.
2. In 2006 a completely new Board was elected and the operating name changed from The Owls Trust to Wednesdayite. The annual registration fee continued to be paid, by direct debit, to the FSA. During this time, the address of the organisation has changed several times.
So far we have been unable to find any correspondence between the FSA and Wednesdayite about the lack of annual returns during this period.
3. Since 2006, the SWSS accounts have been properly audited and presented to members at the Wednesdayite AGMs which were held from then until July 2011.
4. The annual returns to Supporters Direct were submitted during this period and subscriptions to Supporters Direct have been maintained.
5. The Wednesdayite Board only became aware of the issue in December 2012 (Correction - actually January 2013) when it was reported (via a member) that there had been a notice in the Sheffield Telegraph that the FSA had withdrawn the IPS status.
So it seems that despite the fact that throughout this period, properly audited accounts were available and reported to members at AGMs and annual reports were submitted to Supporters Direct, there was a continuing administrative error in not reporting the same information to the FSA and the Board were unaware of it. Whilst this does not excuse the failure, it does suggest that this was not a deliberate default by the Board or by any member of it.
Supporters Direct Affiliation
Wednesdayite were advised, in June this year, that the loss of IPS status could lead to the withdrawal of the SD Affiliation. This is not a result of any failure to pay subscriptions or provide returns to SD as SD subscriptions were paid up to this year. The loss of SD affiliation, as a result of the loss of IPS status was confirmed in a letter from Supporters Direct dated 21 July 2014.
Wednesdayite developments since 2011
1.The last Wednesdayite AGM was held on 22 July 2011, chaired by Nigel Short, who had been appointed as Chair of the organisation at a Board Meeting on 4 July 2011. Eddie Hoyland was appointed Vice Chair at the same Board Meeting.
2.Prior to this AGM, and following the purchase of SWFC by Milan Mandaric, there had been some discussion about a change in direction for Wednesdayite now that there were no longer any fan-owned shares in SWFC. At the 2011 AGM, and It was at this AGM that Eddie made his presentation on the way forward which was enthusiastically received and approved for action.
3. a number of difficulties have been encountered during the last couple of years. These have involved problems with some working relationships, personal disagreements which resulted in some Board Members resigning. The problems with co-operative working arrangements have worsened in recent months and other disagreements have occurred. There have been organisational difficulties including the lack of any AGM since July 2011.
4. Nigel Short and Eddie Hoyland resigned in November 2013 leaving Wednesdayite without a Chair or Vice-Chair. Shortly afterwards, Richard Davies also stepped down.
5. Since then a further issue developed into the need to set up a disciplinary process involving a Board Member which resulted, eventually, in the dismissal of that member from the Board.
The Present and Future
1. The few remaining members of the Wednesdayite Board have been working to deal with all the issues which have arisen. The priority has been to ensure that the core activities which our members have come to expect (car park, away coach service, lounge, Smile tickets and the Primary School coaching scheme could be delivered for the 2014/15 season. This has been achieved despite there being some doubt over the availability of the car park for the whole season as the site owners have put the land up for sale.
2. In order to carry on with delivering the core activities and to provide a platform for any future development, Wednesdayite Limited (a company Limited by Guarantee) has been formed. This will become the vehicle to carry on the organisation's operations. All persons joining or renewing for 2014/15 are therefore members of Wednesdayite Limited. Future developments and actions will now be dependent of the wishes of these members.
3. The first General Meeting of Wednesdayite Limited will be taking place at the Niagara Sports and Social Club on Saturday 30th August at 2:30pm after the Nottingham Forest game, we urge you to attend and help shape the direction of the organisation.
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Wednesdayite Limited
23 Delamere Close
SHEFFIELD, South Yorkshire S20 2QE
United Kingdom
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