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GLEBELANDS

Glebelands Sports Association Ltd

Minutes of  2nd Public Meeting

 Held: 8th December 2016 in the Cricket Pavilion

Present

Michael Faarup; Andrew Brown; Jeremy Bach; Ray Millington; Tony Martin; Jean Lloyd; Julie Simpson; Owen Hughes; John Green;
Richard Egerton; Malcolm Bennett; Trevor Houghton; Diane Faarup; Karen and Granvlle Reeves

Apologies

Bob Jeays

Minutes of Previous Meeting

Karen and Granville Reeves have been added to the attendance list

The new chairman had been seconded by Jeremy Bach, not by Karen as recorded.

The words of appreciation expressed by Andy Brown for the work of the outgoing officers of the Association had not been recorded, but are noted.

 Otherwise the minutes were signed by the chairman as a true record of the meeting, following the agreement of the members. These will be used for Companies House notification and for bank signatories.

 Nominations for Secretary

Jeremy Bach has nominated Bob Jeays as secretary following his expression of interest in taking up the role. The chairman explained that Bob has already taken a very active interest in the affairs of the Association and is already a member of the Tennis Club. He was seconded by Andy Brown and the meeting voted in favour of his appointment.

Chairman’s report on the lease

The chairman reported that a meeting had taken place with Steve Caplin who had advised on an appropriate response to the heads of term proposed by Fisher German in July 2016. The response was given by the chairman in person at a recent meeting with Liz Farrell of Fisher German, subsequently confirmed in writing.

The key points therefore were:

1)    the lease should be renewed for another 28 years from March 2017

2)    The rent is agreed at £1,500 in view of the time that has elapsed

3)    The rent should continue to be paid in advance, starting in March 2017

4)    Rent reviews should be simplified to follow CPI, annually. The alternative arrangement would be complex (and risky).

5)    Legal costs for renewal of a lease should not be the same as for the initial lease. An offer of up to £500 was made and F G advised the costs would be in the order of £550 +VAT for an uncontested lease

6)    The clubs should operate under a licence, not a sub-lease for legal reasons

7)    The landlord did not invoke the lease when advertisements were posted, contrary to the lease, so this clause should be deleted from the new lease

8)    Clauses now redundant in the original lease should be deleted

In view of the GSA’s acceptance of the proposed rent increase F G felt our other requests were reasonable and Liz Farrell would endeavor to obtain the diocese’s acceptance of the proposals. She will report back as soon as possible, but in time for the new lease to be drawn up in time for signing prior to the first quarter day in March.

Treasurer’s report

Jeremy Bach reported that he had reviewed the financial situation based on the papers that were now in his possession.

The club had funds in the order of £3,500 which were primarily for payment of back rent that might be payable. We have been advised that in the absence of a demand from Fisher German it is unlikely that this will need to be paid.

Jeremy has contested the rates demand for £2,000+ and received confirmation that the Sports Association will not now be liable for these charges. Grateful thanks were expressed for this important achievement.

The banking process appears to be working, a cheque has been written to Severn Trent without redress.

Jeremy therefore won’t be approaching the bank immediately over any issues other than for changing of authorized signatures. He now has the benefit of the signed minutes of the meeting on 26th October giving him the authorization for this.

There are some apparent anomalies in the accounts, at the hand of the previous officers, which won’t be fully addressed now but that won’t be repeated in taking the accounts forward.

The GSA will be able to fund the legal costs of the new lease.

The council will determine how much money should be retained in the account in the future for the management of emergencies, but there are no other reasons to hold or generate a surplus each year.

Re-drafting of Clauses

The chairman explained that this matter was referred to this meeting as the members at the last meeting wished for due time to consider the clauses before reaching a decision. The draft had been circulated to the sports club members for internal circulation as well as to all the attendees at the last meeting.

The chairman explained that most of the amendments are not drastic changes merely an updating of outdated clauses to bring them in line with current practice. The spirit of the original Articles is maintained in the new wording in that management should be predominantly village oriented. It was pointed out by Karen Reeves that the history of directors, or acting directors from outside the village has not been successful of late and led to the recent  ‘crisis’.

Malcolm Bennett pointed out that, even though all clubs and attendees have been formally notified, without the presence of all members of the Association these new draft clauses cannot be agreed. It was therefore agreed that we should decide ‘in principle’ to accept the clauses, or otherwise, for formal discussion and adoption at the next EGM of the Council.

The chairman advised that the new draft amendments once voted on should merely be attached to the original articles and would become valid for the future conduct of the Associations business. No legal costs in redrafting the complete document would be necessary.

The following clauses were agreed in principle, with their small amendments: 

Clause 3 of the Memorandum  re purpose of the Association:

A new sub-clause (vii) is required to read:

 (vii) to receive monies from the individual clubs and bodies who derive benefit from the Sports Field in order to pay the annual rent and charges due to the landlord, and any other periodic charges and costs relating to its duties. Any charges shall be apportioned to the clubs and bodies in direct relation to their share of the rents.

The rents shall be reviewed in the year 2016/2017 and be set by an extraordinary  meeting of the Council for this express purpose. These rents once agreed shall be maintained in force until such time as material changes occur in the pattern of letting of the grounds for any agreed purpose.    

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The clause 3 (vi) (a) re ownership and maintenance of buildings should now read:

The Association shall have the following powers ….. etc

(a) to purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights and privileges to construct additional buildings on the site. The day to day upkeep and maintenance of the buildings and structures shall be funded by the club that enjoys the primary use of them. In the case of areas in common use, e.g. the car park, the associated costs will be shared by the users of it.

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The new clause 32 relates to the makeup of the council and should read:

The members of the Council shall consist of a chairman, vice-chairman, secretary, treasurer, all of whom shall be resident in the parish of Church Eaton. These persons shall be directors of the Association and be elected at the Annual General Meeting of the Association, or at an extraordinary general meeting called expressly for the purpose of election of new officers.

The directors shall retire after a period of 3 years following, which they may normally stand for re-election.

In addition the Council will include persons nominated by the following bodies:

Two persons from each of the Sports Clubs participating in Glebelands Association

One person from the Church Eaton Village Institute

Two persons from the Church Eaton Parish Council (excluding the vice-chairman)

One person from the School

One person from St Editha’s PCC

One person from the Church Eaton Charities

The above ten nominated members shall be described as “Council Trustees” and shall be ex-officio members of the Association. All Council Trustees shall hold office for the period determined by the bodies appointing them.

The Council may at the discretion of the officers of the club co-opt another member for a specific reason or purpose but that person shall not enjoy voting rights.

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The following clause relating to removal of the concept of subscriptions to the GSA Ltd was NOT agreed in principle:

It is proposed that the wording of clauses 7(a) and (b) be deleted in their entirety.

There were questions and discussion about payment of subscriptions, the practicality of collection, and the entitlements that the term ‘membership of the Association’ brings to the members who pay subscriptions to the sports clubs. The matter needs full clarification by the Council in due course with due regard to the historic perceptions of the issue.

Clubs to Operate under Licence

The chairman explained the legal reasons why the landlord would not allow sub-letting to the sports clubs but that the clubs should operate under licence.

The licence is a written document which formalizes the agreement and way in which the clubs operate with respect to the GSA’s management of the asset and through which the payment of the share of the rent and charges is made.

The chairman advised that he intended to meet the chairman/secretary of the clubs to agree the wording of these licences in due course.

Review meeting of Rent Share Allocation

The chairman announced that he will call an EGM of the council in February, once the new trustees are appointed, to meet and discuss how the new rent should be shared by all beneficiaries of the Sports field, not just the two sports clubs.

By considering every element of the Asset and making fair allocation of the benefit and responsibility of that element it will be possible to arrive a fair overall conclusion of the matter. 

It appears that as the clubs have already being paying an enhanced level of payment in anticipation of the back rent there should not be any seriously large adjustments to the sums currently being paid.

Format and date of next meetings

The chairman advised that this meeting was the last of the two public meetings and the members of council would hold the AGM as normal and also other EGM’s as matters arose requiring their attention. The EGM to discuss principally the allocation of costs will be the next meeting in February.

There being no other questions or business raised the chairman thanked everyone sincerely for their attendance, and thereby their support and interest in the Glebelands matters, and closed the meeting.



IMPORTANT NOTICE FOR THE VILLAGE OF CHURCH EATON

2nd PUBLIC MEETING TO DISCUSS THE FUTURE OF THE GLEBELANDS SPORTS ASSOCIATION LTD

MEETING TO BE HELD AT THE SPORTS PAVILION AT 7.30PM ON THURSDAY 8th DECEMBER 2016

Note: Changed from 7th (Officers not available) 

This meeting is the sequel to the first meeting where progress on the key issues will be reported

and the proposed changes to the clauses in the Memorandum and the Articles will be debated

Nominations for the post of Secretary are invited and should be addressed to the chairman Michael Faarup (824606) by 1st December.

Minutes of the meeting on 26th October are available below:

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The advertised meeting took place and the Minutes are printed below.

Details of the proposed changes to the constitution are on the Tennis Club Web Site and can be accessed by clicking here.

Glebelands Sports Association

Emergency General Meeting

26/10/2016, 7:00pm

Present

Rob Jones, Stuart Goddard, Owen Hughes, Andrew Brown, Jacquie Thacker, Bob Thacker, Diane Faarup, Michael Faarup, Mike Sedgley, Tony Martin, Malcolm Bennett, Jeremy Bach,

Jean Lloyd, Sue Bach, Steve Caplan, John Edwards, David Talbot, Ann Sleightholme, Jenny Annis, Julie Simpson, Brian Cantrill, John Gleen, Phil Clarke, Justin O’Doherty, Trevor Houghton

Apologies

Barry Stamp, Barrie Le Maistre, Viv Le Maistre, Stanley Winnington, Mike Holdcroft, Neil Gregory, Kimberly Parkes, Paul Brown, Andy Richards, Diane Rowlands, Steve Rowlands.

Resignations

● Rob explained that all the previous directors have recently tendered their resignations and no new nominations had been forthcoming from within the Association. By arrangement with Michael Faarup the previous chairman Neil Gregory had requested/agreed on behalf of the previous directors that the meeting convened for today would, in the circumstances of the resignations become an open meeting to the village with the intention that new directors from the village could be appointed.

Nominations for Chairman

● Rob requested nominations for Chairman. Mike Sedgley nominated Michael Faarup, seconded by Karen Reeves. Michael asked if there were any further nominations for chairman; there were none. On a show of hands Michael was duly elected chairman.

Michael thanked Rob for opening the meeting and took over the chair for the remainder of the meeting.

Validity of the Meeting

● The first matter concerned the validity of the meeting. Some very concerned members of the Glebelands Association and the tennis club had raised alarm as to

the general situation with the Association and there had been an immediate and positive response. This led to discussions with the outgoing chairman Neil Gregory

and the arrangement of the open meeting and a draft agenda.

● The meeting had been notified to the previous council members, trustees and associated club secretaries in September with due notice . The notice inviting the

village to the meeting had been posted immediately the outgoing chairman had approved the principle of the open meeting, some two weeks previously. The formal

notice was put up immediately on the village notice board, placed on the website and notified to the chairman or secretary of the Parish Council, the Institute Committee

and St Editha’s PCC immediately.

● This had led to a record attendance from the village, albeit the normal 4 weeks notice had not been possible. The Chairman asked the meeting if it would accept the

validity of the meeting in these circumstances. It was vital to elect new directors and trustees if the Glebelands Association was to continue in being.

● Malcolm Bennett pointed out that these proceedings were against the rules of the Association. Jeremy Bach pointed out that over recent months/years many rules and

procedures had been broken in the Association. This meeting was one the chance that the village had to save the Association.

● Jeremy advised strongly that the meeting and proceedings should continue in the circumstances the Association currently finds itself, and be valid. Malcolm withdrew

his objection. The meeting voted overwhelmingly to accept the validity of this meeting and proceed.

Proposed re-drafting of ‘out of date’ clauses in the Memorandum and

Articles

● The Chairman explained that a number of clauses in the Memorandum and the Articles of the Association were found to be seriously out of date and needed to be

amended/re-drafted to reflect the current situation in the Association. A paper was circulated giving the original clause and the proposed new draft, together with the

reason for it. After some deliberation it was suggested and accepted that due time should be given to considering these clauses rather than settle on them at this meeting.

● It was agreed that any proposed redrafting of the articles etc. ought to be first circulated to the sports clubs giving time for all affiliated bodies and clubs to consider

and respond with their collective views.

● It was agreed that a further meeting would need to be convened at a later date to discuss the updating of the memorandum of articles.

Presentation of Accounts

● The accounts had been presented at the emergency meeting in September and were agreed prior to submission to Companies House just before the deadline. It was

recognized there were errors in it but Companies House have subsequently acknowledged receipt and not rejected them. The accounts were not available for this meeting.

● The new treasurer would analyse the accounts and report back with his findings in due course. The only outstanding unpaid bill to Rob’s knowledge was a water bill.

● The chairman asked the reason for the historic combining of the Cricket club and the Association’s accounts, as these should really be separate. The reason offered was

that at one time the cricket club was in effect Glebelands with no other club involved, however that will now change into separate accounts. The Glebelands Association

should not be involved with the detail of the cricket club accounts.

● The bank account itself is solvent.

Election of other officers

● Andrew Brown was proposed as Vice Chairman and had signified his agreement.

● Jeremy Bach was proposed as Treasurer and had signified his agreement.

● The proposals were from the chair and seconded. There being no other nominations these were accepted on a show of hands.

● The position of Secretary had received no nominations and no-one was prepared to put their name forward at the meeting. The position remains vacant and all present

were urged to speak to possible candidates and put names forward.

● New directors of the Association will become non-playing members of the Tennis club to satisfy the current Articles.

POST NOTE : A nomination for secretary has been received since the meeting and will be voted on at the next meeting.

● Trustees: those currently representing affiliated clubs and bodies are:

Cricket Club: Rob Jones

Tennis Club: Mike Sedgley

Parish Council: Karen Reeves

● If approved the new Articles would enhance representation from clubs and village bodies, and possibly include the Church and the School.

The Lease of the grounds from the Diocese

● Tony Martin was invited to give a report on the current situation as he has been involved with it. He explained the lack of progress in renewing the lease which has

been going on for 8 years now with Fisher German. F. G. had failed to attend a meeting and no other progress has been made since. The matter is a key concern for

the future of the Association and for the village and needs urgent attention.

● Tony had however received a phone call from F. G. last week and needs to follow this up quickly.

● Steve Caplin had made a significant contribution to the lease debate some years ago but no record of the findings has been found in the files to date. Steve was present at

this meeting and gave a summary of how the law stands with regard to our renewal of the lease.

● The Tenant and Landlord Act of 1954 applies giving the tenant certain rights but it is quite a complex issue. The chairman asked that a special meeting be convened as

soon as possible with the new officers of the club, Tony Martin and Steve Caplan to go into the necessary detail so that we could progress the negotiation from a fully

informed position and choose the most advantageous route.

● Notice of an increase in the rent had been given but to date only the previous rent has been paid each year. Monies have been set aside to pay the additional sums

however, Steve Caplan advised that it may not be necessary to pay the accumulated arrears in the absence of a demand from the Diocese.

● The special meeting has been arranged for 5th November and the outcome and subsequent progress will be reported to the next open meeting.

● The chairman enquired about sub-lease documentation between the Association and the clubs defining their responsibilities and financial obligations within the Association.

● Steve Caplin advised that sub-leases may not be appropriate here. The issue will be covered at the forthcoming meeting on the lease.

Bank Account

● It had been unclear who the current signatories are on the GSA bank account.

● It has been discovered that Trevor Houghton & Sue Evans are still signatories on the

account.

● Mike advised that NatWest bank had been very helpful when visiting & trying to clarify the state of play. The bank provided some paperwork for the current

signatories to fill in to remove their details & the new persons to add their details to.

● Amongst some other banking paperwork was a building society booklet. This was for Staffordshire Building Society. Again Trevor is the signatory for this account. This has

subsequently transferred over to Nationwide.

● Nationwide have agreed to close down this account, add accrued interest & make a cheque payable to GSA.

● Ordinarily, the chairman & treasurer are the signatories on the bank accounts. All agree that 3 people would be more prudent should one of the signatories be away on

holiday & a cheque needs signing.

Action - Michael Faarup & Jeremy Bach to be added as signatories to the GSA bank account. Trevor Houghton to remain for the time being.

● Mike finally noted that the bank account is currently set up as a charity when in fact this ought to have been set up as a company bank account. The bank inferred that it

is unlikely that any charges will be backdated but would instead be changed to a Sports & Leisure account.

Agenda Item 11 - Any Other Business

● Tony Martin advised that there is an outstanding water bill of £149.

● It was reported that bills go to a variety of people at present and not always to the people who need them. A form requesting continuation of the rate relief concession

by the Council to charitable organisations had been received by Malcolm Bennett who placed it in the Pavilion for others to action. This was not actioned, as a result of

which a rates demand of £2,004.00 has been received. The new treasurer will take immediate action to appeal the demand.

● The Chairman advised that he will establish whether the Pavilion could be a registered postal address with deliveries, in which case a letterbox could be installed

there. In the meantime the treasurer will contact all issuers of bills concerning the new treasurer arrangement.

Action - Michael to look into viability of installing post box at the GSA.

Action - Jeremy to have all bills & payments directed to his home in the interim.

● In the meantime, it was suggested that until the bank account can be accessed, the

cricket & tennis club both pay half of the water bill each directly.

Date of next meeting

● A new meeting is need in approximately 6 weeks time.

● In calling a meeting, members may discuss and propose what items ought to be discussed at the Annual General Meeting.

● It is important that the next meeting is not called an Annual General Meeting.

● In the meantime, it is hoped that more interest can be generated in the Sports Club in & around the village.

● Compliments were made to those responsible for having undertaken significant strimming around the sports ground. Those in attendance agreed that this had made

a real, positive difference.

● It was noted that non-playing membership of GSA needs to be advertised to the general public.

● Stuart Goddard informed those in attendance that Church Eaton CC Under 11s had won the Shropshire League for their age group.

● The Club has also had 6 players receiving Staffordshire County recognition.

● The Cricket Club has also been in local schools trying to participation, this includes Church Eaton Primary School (point of contact Mr Shaw, Headteacher) which has

also been offered use of the playing facilities.

● Mike Sedgley suggested that both the cricket & tennis clubs need to get together to discuss joint fundraising.

Next Meeting - Wednesday 7th December 2016, 7:30pm at the Sports Pavilion.

Now Thursday 8th December