21 October 2006 (Fountain Centre, Exeter)

Please note that these are draft minutes only and are published now for information only. They are not valid until they have been signed off by the Chairman as a true and fair record.

DRAFT Minutes of the Annual General Meeting of 21st October 2006, commencing at 11.30am at the Fountain Centre, St James’ Park, Exeter.

Trustees present: Denise Watts (Chairman), Tony Badcock, Adrian Hitchcox, Ian Jubb, Martin Lawrence, Neil Le Milliere, Peter Martin, and David Treharne.

Officers present: Nigel Banks (Treasurer), Mike Cooper (Chief Executive) and Tony Boston (Secretary).

Trust Members: (42) As noted on the attendance list.

1. Welcome and Introduction.
The Chairman welcomed everyone to the meeting and outlined the highspots which had occurred since the last Annual General Meeting, the most notable of which are the release from the CVA and the introduction of V10.

2. Apologies for Absence. David Baker, Roger Conway, Robert Doidge, R Gobey, Roger Hamilton-Kendall, Trevor Manley, Damien Mills, Adam Oliver and Chris Phillips.

3. Minutes of the previous Annual General Meeting of June 28th, 2005. )
4. Minutes of the Extraordinary General Meeting of January 16th, 2005. ) . These items were taken together. It was proposed by Colin Atkins and seconded by Phil Burden that these be accepted and the motion was carried unanimously.

5. To receive the Annual Report and Accounts for the period ended May 31st, 2006.
Nigel Banks was asked whether the Trust accounts should be amalgamated with the Club accounts and responded that he felt that, as the Club accounts were so much larger than the Trust, the Trust accounts would be swamped and it would be very difficult to extract meaningful information for the Trust. Therefore the Trust had obtained permission from the FSA to show the accounts separately.

6. To appoint Stephen Bright as the Society’s auditor for the current period.
Nigel Banks said that Stephen Bright had been very helpful and he had therefore no hesitation in proposing that Stephen Bright be appointed. This was seconded by Adrian Hitchcox and carried unanimously.

7(a) To ratify the election of the following Trust members as members of the Board of Society:
Peter Martin, Martin Lawrence, Christopher Phillips and Nick Saunders.
There being no other candidates, these 4 members were elected unanimously en bloc, having been proposed by Tony Badcock and seconded by Colin Atkins.
7(b) To ratify the appointment of Tony Boston as the Trust’s secretary:
There being no other candidates, Tony Boston was elected unanimously, having been proposed by Adrian Hitchcox and seconded by Pete Martin.

8. Proposal : That this Trust continues to explore all opportunities to safeguard the future of Exeter
City FC including any possible ground relocation proposal.
However, in order to enable ECFC Trust members to make an informed and objective decision about any relocation proposal it must be tabled alongside an alternative proposal for remaining at St James Park. This Trust therefore requests that the Directors of Exeter City FC also prepare a St James Park re-development proposal showing optimum potential funding from grant aid and other sources. This will enable members of this Trust to objectively balance the costs and benefits of deciding whether to remain at St James Park or to relocate to an alternative venue at any stage in the future.
This proposal had been tabled by Tony Badcock and he introduced it, prefacing his remarks by saying that this proposal did not imply that he was unhappy with the Board of Exeter City FC – it was more of a difference of opinion. He said that he was concerned about the current position and feels that the Trust might end up with a “take it or leave it” single alternative and said that we need as many alternatives as possible. He asked how can we know which is best? Any alternative must be balanced against the alternative of staying at St James Park and he wants to see every avenue explored before a final decision is reached. He said that he wants success for Exeter City and if a relocation proposal delivers success, he would probably vote for that. He emphasised that he wants this meeting to send a strong message to the Club Board, saying that the Trust would only consider an alternative proposal when we also have a full evaluation of the benefits of remaining at St James Park.
Denise Watts and Frances Farley said that this is exactly what the Club is doing and they have spent a lot of time on this question. They both said that they were in agreement with the proposal and said that the Club is not closing the door on any possibilities.
Colin Atkins mentioned that Exeter Airport had recently been sold, which had resulted in £40Million to the Council. He felt strongly that the Club should go back to the Council for help.
Peter Martin said that he supported the proposal and mentioned that the Exeter Chiefs were looking to expand the capacity of Sandy Park to 13,000. This has gathered some momentum and the Chiefs are looking to finance this, so this may involve Exeter City.
After a discussion about how long the Old Grandstand would pass its safety certificate, thanks were given for the sterling work that Gary Nelson had undertaken freely on behalf of the Club. On behalf of those present, Denise Watts wished our thanks to Gary Nelson to be noted.
David Treharne said that he supported the proposal and that the Trustees had discussed this twice and the proposal follows the Trustees thoughts.
Oliver South said he thought that the proposal indicated a lack of trust in the directors. Tony Badcock responded by stating that his comments at the beginning of the meeting made it clear that he supported the current Board and those negotiating on our behalf. However, as the majority shareholder, we would be abdicating our responsibilities if we did not have a clear view on this matter.
Paul Farley said that the Trust membership would vote on any final proposal to move or not.
Neil Le Milliere asked what the position was regarding the covenant.
Mike Cooper said that it is important for the Trust to put down a marker. Various things are happening and some have not been publicised. Some are valid, but it is important to dispose of as many problems as possible.
Pete Martin said that there were two very good reasons for staying at St James Park. Firstly, transport to St James Park is very easy, while the Chiefs have had to put on additional buses. Secondly, at the moment, local residents have disruption every other Saturday. If St James Park is converted to a residential area, there will be a lot more disruption and local opposition.
Andrew Parsons said that the lease at St James Park has 15 years to run. However, Tony Badcock said that we need at least 10 years to play in the Football League, so in effect, we only have 5 years.
At this point, the proposal was put to the vote and was carried by 50 votes to 0, with 2 abstentions.

9. To discuss and ratify rule changes to the Constitution as recommended by the BoS:
This item was introduced by Neil Le Milliere. He said that the proposed Rule changes had been formulated out of the document presented to the previous AGM and then discussed firstly by a small sub-Committee and then by the BoS. In total, probably about 15 hours of discussion had been committed to this subject by the BoS and thus it was hoped that all the proposed changes could be commended to the general membership on that basis.
He said that he and David Treharne were on the working party which had set up the original Constitution of our Trust that was based on the Supporters Direct supplied model rules. A lot of what was being proposed today was a tidying-up of those model rules to reflect our changed circumstances, i.e. a much larger membership and a majority shareholding in the Club.
Additionally, we had received some suggested changes from Supporters Direct and the BoS were proposing that some of those, but not all, be included in our Rules.
As most Rule changes have to be approved by a two thirds majority vote and some needed a three quarters majority vote in favour, Jim Shepherd and Alistair Yates agreed to be tellers if necessary.
The suggested Rule changes were then put to the meeting by Neil Le Milliere in groups and all were approved by the required margin [details of the Rule changes can be found in the documents as presented to the AGM and available on the Trust website].
Following these votes, Neil Le Milliere thanked the meeting and said that as soon as he was able to revise the Constitution to take account of the changes, the new Rules would be put up on the website for members to check. Following this, they will be forwarded to the FSA for ratification.
Finally, Denise Watts gave a vote of thanks to Neil Le Milliere which was endorsed by the meeting.

There being no other business, the meeting closed at 1.00pm

Following the formal meeting, a presentation was made to Mike Cooper, the retiring Chief Executive of the Trust, in recognition of the sterling service he had put in on behalf of the Trust and the Club.

As the meeting had gone on for so long, the planned question and answer session had to be cancelled.

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