Karen Matthews
5th September 2003, 21:57
EXTRAORDINARY GENERAL MEETING and
COMMITTEE MEETING
SATURDAY 16TH AUGUST 2003
Norseman Room, Samuel Platts, Trafford Park
The meetings followed a Question and Answer Session with Peter Kenyon, Nick Humby and Paddy Harverson
PRESENT
Jonathan Michie (Chair); Karen Matthews (Company Secretary); Sean Bones (Vice Chair); Roger Brierley (Finance Director); Margaret Orhan; Theresa Towle; Nick Towle; David Aspinall; Lynette Cawthra; Shirley Cawthra; Michael Crick; Richard Levy; Michael Dwyer; Ian Hodgkinson; Jonathan Lord; Julian Lord; Paul Brennan; Graham Ireland; David Ireland; John Crosby; Eric Halsall; Keith Cooke; Don Crosby; Mark Hamblett; John Sheldon; John Kallinicos; Sue Simpson; Ian Nichol; Paul Brooks; John Skelton; Lucy Pendlebury; Brian Pendlebury; Jeff Boxen; Tony Veverica; Jean Watson; Geoff Watson; A. Graham; D. Nathan; Carole Turner; Graeme Rule; Helen Sadler; Phil Sadler; Steve Mainprize; Ena Molineux; Geoff Watson; Gez Mason; Jean Watson; Duncan Drasdo; Phil Sadler; Jack Colgrave Hirst; H.A. Hyatt and Bruce Crawford.
EXTRAORDINARY GENERAL MEETING
1. WELCOME AND APOLOGIES
The Chair welcomed everyone to the meeting and apologies were recorded as Mike Dobbins; Oliver Houston; Carolyn Downs; Eric Downs, Gary Hirst; John Hurst, Lee Shailer and Tanya Taylor.
2. PROPOSED AMENDMENTS TO THE SU MEMORANDUM AND ARTICLES OF ASSOCIATION AND SUSS RULES
The meeting had been convened for members to approve and adopt some amendments to the Memorandum and Articles of Association and the Shareholders United Share Scheme Rules. The main changes were summarised as follows:
· The introduction of the concept of a “dormant member” as a SU member who lapses their membership by failing to pay the subscription within a certain time, who remains a member in terms of keeping their share(s) but who loses all other rights to vote, receive information and dividends and other benefits of being a SU member. Dormant membership can be revived to full membership at any time by paying the current year’s subscription. This enables SU to reduce the administrative burden.
· Minors (under 18 years) can now become members by a parent or guardian signing SUSS documents for their child.
· Membership can now be purchased for multiple periods of up to ten years – this again to ease the administrative task in terms of renewals in addition to having a positive effect on cashflow.
· On the death of a member SU has changed the rule to enable SU to have the option of either transferring shares to personal representatives or beneficiaries of the deceased member or of selling the shares and remitting cash to the estate. Also, in cases where a member dies or withdraws from SU and that member holds shares to the value of £10 or less no shares or cash will be returned to that member as the cost to SU of realising the transfer/sale would exceed the value of the shares.
In accordance with the above, members were asked to vote on the following Special Resolutions:
1. That the Company amend its articles of association in accordance with the draft articles of association which have been made available to members prior to (and at) this meeting, and that such amended articles of association be adopted in place of its existing articles of association.
2. That the Company amends the rules of the Shareholders United Share Scheme (SUSS) in accordance with the draft SUSS rules which have been made available to members prior to (and at) this meeting, and that such amended SUSS rules be adopted in place of the existing SUSS rules.
Both Resolutions were adopted by unanimous vote. Thanks were extended to Nick Towle for his legal work involved in the process of proposing the changes, done at no charge. Karen Matthews to lodge amended versions of the Memorandum and Articles of Association (together with Resolutions) and the Share Scheme Rules with Companies House.
Action: Karen Matthews
The Chair reminded the meeting that the administrators of the Share Scheme were Jonathan Michie, Nick Towle and David Dunn – the latter of the Co-operative Bank – although Gapnet actually operate it.
3. DATE OF NEXT EGM
The date of the next Extraordinary General Meeting will be Saturday 1st November 2003 and will consider how Shareholders United votes at the Manchester United plc Annual General Meeting on 14th November. The meeting will once again be held at The Samuel Platts, Trafford Park, commencing 1.00 p.m.
There being no other business, the meeting moved on to the business of the:
COMMITTEE MEETING
1. WELCOME AND APOLOGIES
Members in attendance and recorded apologies are the same as for the preceding Extraordinary General Meeting.
2. MINUTES OF THE PREVIOUS COMMITTEE MEETING
The minutes of the previous Committee Meeting held on 1st April 2003 were approved as a true record.
3. MATTERS ARISING
There were no matters arising.
4. RESIGNATION OF VICE CHAIR AND CO-OPTION OF REPLACEMENT
The Directors had co-opted Theresa Towle as Vice Chair to serve until May 2004 as a replacement for John Fletcher who resigned on 1st August. The co-option was endorsed by all present. Karen Matthews to send the necessary forms 288a and 288b to Companies House.
Action: Karen Matthews
5. REPORTS
Share Scheme Report
Circulated ahead of the meeting (copies available also at the meeting). Duncan Drasdo reported a steady growth in shares and standing orders and advised 125 new members during June bringing the total to around 2737. Undoubtedly an analysis carried out following the promotional recruitment campaign in March 2003 has shown an increase in membership but there are still other ideas in the pipeline to continue the trend including joint co-operation with fanzines.
Jonathan Michie explained the breakdown of shares held and reported that although SU was currently buying more than £10k each month, a further increase in membership (and potentially therefore standing orders) could boost this, as well as the need to encourage members to increase the amount of their standing orders and/or one-off share purchases where possible.
Newsletter
Theresa Towle stressed that more contributions were needed. Duncan Drasdo was asked to ascertain what extra print cost would be in the event of extra pages if, for instance, advertising space was secured. Currently looking at alternative quotes for printing as a whole package.
Action: Duncan Drasdo
The next edition of United Shareholder must be mailed by 30th September to comply with the deadlines for the MUplc and SU’s EGM. The copy deadline is therefore 14th September.
Web Site
An additional welcome feature is the one-off share purchase and donations facility recently introduced but the view cam is currently still missing.
Media Report
Unavailable as Oliver Houston was not present at the meeting.
Patrons
Margaret Orhan gave a comprehensive report and advised 17 current patrons at the present time. She also reported on the interview she conducted with boxer Anthony Farnell who had indicated that he would be prepared to wear a Shareholders United badge on his boxing shorts for promotional purposes and would also be happy to attend any planned functions. As a result of sending Anthony a birthday card, Margaret has since designed a card for patrons and is currently compiling a list of their birthdays.
Margaret volunteered to take responsibility for the Patrons side of SU if the Committee were in agreement. Her proposal was unanimously accepted, Margaret was thanked for the offer of her services and it was agreed that she would write to all patrons to notify them of her appointment.
Action: Margaret Orhan
MP Phil Woolas is reportedly trying to encourage members of the House of Commons Football team to join Shareholders United.
Financial Director’s Report
As a result of increased membership, Roger Brierley was happy to report an increase in monies explaining that whilst it remains the policy to always have sufficient money to respond to a crisis, financially SU was looking okay. It was agreed to refund John Fletcher for the advertising in the United magazine.
Action: Roger Brierley
Recruitment Report
Sean Bones said SU were still looking for that special ‘switch’ to turn on which will lure the millions of supporters needed to join the organisation. MUFC official UK and overseas supporters’ club branches have twice been mailed and the focus must now lie with some new positive strategies and ideas. The idea of sending representatives from SU to address supporters’ organisations in Ireland was proposed and agreed in principle.
A question was asked about SU accepting membership fees in Euros. Duncan Drasdo stated that given the current volume it was not at this stage worth opening a Euro account but would continue to monitor the situation.
6. AGM CO-ORDINATOR TIMETABLE
Lynette Cawthra was thanked for her compilation of the timetable which was circulated ahead of the meeting. Lynette pointed out that although volunteers were now required for specific tasks there remained an underlying need for one person to co-ordinate it. Margaret Orhan has agreed to be elected to this post and her appointment will be discussed further at the next Directors’ meeting on 4th September. Jonathan Michie again stressed the importance of people attending the MUplc AGM on 14th November.
7. ANY OTHER BUSINESS
More Than 90
Gez Mason gave a comprehensive explanation about the proposal to launch a text messaging and web subscription service - “supporting the supporters” – before, during and after the game and which would include such features as match predictions by Norman Whiteside; training report; team sheets; best betting odds; half-time results; Reds News headlines; Sir Alex post-match; branded message and updates for Shareholders United and IMUSA.
The scheme is to be launched with a special one month free trial offer advertised and distributed on promotional cards headed “The Whiteside of Life” – please note the telephone number on these cards should read 07717 017466.
The benefit to SU’s members would be that those with mobile numbers would receive a ‘one-off’ single message offering an “opt-in” opportunity, e.g. if no reply received then the message would not be repeated (thus complying with the Data Protection Act).
The benefit to SU as an organisation is that More Than 90 is offering a bi-monthly free message (commencing August) to its own database (circa.30k and growing) free of charge. Duncan Drasdo confirmed he had met with representatives of More Than 90 and proposed that SU pursue it from a members acquisition viewpoint, particularly as it would be at no cost to Shareholders United. This was unanimously agreed.
Share Certificate
Paul Windridge and Duncan Drasdo were congratulated on the design of the 2003-2004 Share Scheme Certificate which features Eric Cantona – arms aloft in his famous stance! Thanks extended to Duncan and Paul.
8. DATE OF NEXT COMMITTEE MEETING
To follow the Extraordinary General Meeting on 1st November 2003.
COMMITTEE MEETING
SATURDAY 16TH AUGUST 2003
Norseman Room, Samuel Platts, Trafford Park
The meetings followed a Question and Answer Session with Peter Kenyon, Nick Humby and Paddy Harverson
PRESENT
Jonathan Michie (Chair); Karen Matthews (Company Secretary); Sean Bones (Vice Chair); Roger Brierley (Finance Director); Margaret Orhan; Theresa Towle; Nick Towle; David Aspinall; Lynette Cawthra; Shirley Cawthra; Michael Crick; Richard Levy; Michael Dwyer; Ian Hodgkinson; Jonathan Lord; Julian Lord; Paul Brennan; Graham Ireland; David Ireland; John Crosby; Eric Halsall; Keith Cooke; Don Crosby; Mark Hamblett; John Sheldon; John Kallinicos; Sue Simpson; Ian Nichol; Paul Brooks; John Skelton; Lucy Pendlebury; Brian Pendlebury; Jeff Boxen; Tony Veverica; Jean Watson; Geoff Watson; A. Graham; D. Nathan; Carole Turner; Graeme Rule; Helen Sadler; Phil Sadler; Steve Mainprize; Ena Molineux; Geoff Watson; Gez Mason; Jean Watson; Duncan Drasdo; Phil Sadler; Jack Colgrave Hirst; H.A. Hyatt and Bruce Crawford.
EXTRAORDINARY GENERAL MEETING
1. WELCOME AND APOLOGIES
The Chair welcomed everyone to the meeting and apologies were recorded as Mike Dobbins; Oliver Houston; Carolyn Downs; Eric Downs, Gary Hirst; John Hurst, Lee Shailer and Tanya Taylor.
2. PROPOSED AMENDMENTS TO THE SU MEMORANDUM AND ARTICLES OF ASSOCIATION AND SUSS RULES
The meeting had been convened for members to approve and adopt some amendments to the Memorandum and Articles of Association and the Shareholders United Share Scheme Rules. The main changes were summarised as follows:
· The introduction of the concept of a “dormant member” as a SU member who lapses their membership by failing to pay the subscription within a certain time, who remains a member in terms of keeping their share(s) but who loses all other rights to vote, receive information and dividends and other benefits of being a SU member. Dormant membership can be revived to full membership at any time by paying the current year’s subscription. This enables SU to reduce the administrative burden.
· Minors (under 18 years) can now become members by a parent or guardian signing SUSS documents for their child.
· Membership can now be purchased for multiple periods of up to ten years – this again to ease the administrative task in terms of renewals in addition to having a positive effect on cashflow.
· On the death of a member SU has changed the rule to enable SU to have the option of either transferring shares to personal representatives or beneficiaries of the deceased member or of selling the shares and remitting cash to the estate. Also, in cases where a member dies or withdraws from SU and that member holds shares to the value of £10 or less no shares or cash will be returned to that member as the cost to SU of realising the transfer/sale would exceed the value of the shares.
In accordance with the above, members were asked to vote on the following Special Resolutions:
1. That the Company amend its articles of association in accordance with the draft articles of association which have been made available to members prior to (and at) this meeting, and that such amended articles of association be adopted in place of its existing articles of association.
2. That the Company amends the rules of the Shareholders United Share Scheme (SUSS) in accordance with the draft SUSS rules which have been made available to members prior to (and at) this meeting, and that such amended SUSS rules be adopted in place of the existing SUSS rules.
Both Resolutions were adopted by unanimous vote. Thanks were extended to Nick Towle for his legal work involved in the process of proposing the changes, done at no charge. Karen Matthews to lodge amended versions of the Memorandum and Articles of Association (together with Resolutions) and the Share Scheme Rules with Companies House.
Action: Karen Matthews
The Chair reminded the meeting that the administrators of the Share Scheme were Jonathan Michie, Nick Towle and David Dunn – the latter of the Co-operative Bank – although Gapnet actually operate it.
3. DATE OF NEXT EGM
The date of the next Extraordinary General Meeting will be Saturday 1st November 2003 and will consider how Shareholders United votes at the Manchester United plc Annual General Meeting on 14th November. The meeting will once again be held at The Samuel Platts, Trafford Park, commencing 1.00 p.m.
There being no other business, the meeting moved on to the business of the:
COMMITTEE MEETING
1. WELCOME AND APOLOGIES
Members in attendance and recorded apologies are the same as for the preceding Extraordinary General Meeting.
2. MINUTES OF THE PREVIOUS COMMITTEE MEETING
The minutes of the previous Committee Meeting held on 1st April 2003 were approved as a true record.
3. MATTERS ARISING
There were no matters arising.
4. RESIGNATION OF VICE CHAIR AND CO-OPTION OF REPLACEMENT
The Directors had co-opted Theresa Towle as Vice Chair to serve until May 2004 as a replacement for John Fletcher who resigned on 1st August. The co-option was endorsed by all present. Karen Matthews to send the necessary forms 288a and 288b to Companies House.
Action: Karen Matthews
5. REPORTS
Share Scheme Report
Circulated ahead of the meeting (copies available also at the meeting). Duncan Drasdo reported a steady growth in shares and standing orders and advised 125 new members during June bringing the total to around 2737. Undoubtedly an analysis carried out following the promotional recruitment campaign in March 2003 has shown an increase in membership but there are still other ideas in the pipeline to continue the trend including joint co-operation with fanzines.
Jonathan Michie explained the breakdown of shares held and reported that although SU was currently buying more than £10k each month, a further increase in membership (and potentially therefore standing orders) could boost this, as well as the need to encourage members to increase the amount of their standing orders and/or one-off share purchases where possible.
Newsletter
Theresa Towle stressed that more contributions were needed. Duncan Drasdo was asked to ascertain what extra print cost would be in the event of extra pages if, for instance, advertising space was secured. Currently looking at alternative quotes for printing as a whole package.
Action: Duncan Drasdo
The next edition of United Shareholder must be mailed by 30th September to comply with the deadlines for the MUplc and SU’s EGM. The copy deadline is therefore 14th September.
Web Site
An additional welcome feature is the one-off share purchase and donations facility recently introduced but the view cam is currently still missing.
Media Report
Unavailable as Oliver Houston was not present at the meeting.
Patrons
Margaret Orhan gave a comprehensive report and advised 17 current patrons at the present time. She also reported on the interview she conducted with boxer Anthony Farnell who had indicated that he would be prepared to wear a Shareholders United badge on his boxing shorts for promotional purposes and would also be happy to attend any planned functions. As a result of sending Anthony a birthday card, Margaret has since designed a card for patrons and is currently compiling a list of their birthdays.
Margaret volunteered to take responsibility for the Patrons side of SU if the Committee were in agreement. Her proposal was unanimously accepted, Margaret was thanked for the offer of her services and it was agreed that she would write to all patrons to notify them of her appointment.
Action: Margaret Orhan
MP Phil Woolas is reportedly trying to encourage members of the House of Commons Football team to join Shareholders United.
Financial Director’s Report
As a result of increased membership, Roger Brierley was happy to report an increase in monies explaining that whilst it remains the policy to always have sufficient money to respond to a crisis, financially SU was looking okay. It was agreed to refund John Fletcher for the advertising in the United magazine.
Action: Roger Brierley
Recruitment Report
Sean Bones said SU were still looking for that special ‘switch’ to turn on which will lure the millions of supporters needed to join the organisation. MUFC official UK and overseas supporters’ club branches have twice been mailed and the focus must now lie with some new positive strategies and ideas. The idea of sending representatives from SU to address supporters’ organisations in Ireland was proposed and agreed in principle.
A question was asked about SU accepting membership fees in Euros. Duncan Drasdo stated that given the current volume it was not at this stage worth opening a Euro account but would continue to monitor the situation.
6. AGM CO-ORDINATOR TIMETABLE
Lynette Cawthra was thanked for her compilation of the timetable which was circulated ahead of the meeting. Lynette pointed out that although volunteers were now required for specific tasks there remained an underlying need for one person to co-ordinate it. Margaret Orhan has agreed to be elected to this post and her appointment will be discussed further at the next Directors’ meeting on 4th September. Jonathan Michie again stressed the importance of people attending the MUplc AGM on 14th November.
7. ANY OTHER BUSINESS
More Than 90
Gez Mason gave a comprehensive explanation about the proposal to launch a text messaging and web subscription service - “supporting the supporters” – before, during and after the game and which would include such features as match predictions by Norman Whiteside; training report; team sheets; best betting odds; half-time results; Reds News headlines; Sir Alex post-match; branded message and updates for Shareholders United and IMUSA.
The scheme is to be launched with a special one month free trial offer advertised and distributed on promotional cards headed “The Whiteside of Life” – please note the telephone number on these cards should read 07717 017466.
The benefit to SU’s members would be that those with mobile numbers would receive a ‘one-off’ single message offering an “opt-in” opportunity, e.g. if no reply received then the message would not be repeated (thus complying with the Data Protection Act).
The benefit to SU as an organisation is that More Than 90 is offering a bi-monthly free message (commencing August) to its own database (circa.30k and growing) free of charge. Duncan Drasdo confirmed he had met with representatives of More Than 90 and proposed that SU pursue it from a members acquisition viewpoint, particularly as it would be at no cost to Shareholders United. This was unanimously agreed.
Share Certificate
Paul Windridge and Duncan Drasdo were congratulated on the design of the 2003-2004 Share Scheme Certificate which features Eric Cantona – arms aloft in his famous stance! Thanks extended to Duncan and Paul.
8. DATE OF NEXT COMMITTEE MEETING
To follow the Extraordinary General Meeting on 1st November 2003.