DCS AGM postponed

[Pennielea]

Jac
I hope not. £1750 I have heard was the cost of having a Solicitor present at the AGM last year for about an hour.
The one response reported in the minutes was wrong but no one seems to have noticed. That is about £1.50 taken from each member , by Council, and handed to a solicitor for nothing. I believe that is only a small part of what was spent on 'legal advice' during the financial year but until those accounts are made available to the members we can only guess.
Ian

[Mark Bowles]

I have been asked to post the following as Ted is having problems getting on the site.

I have seen the comments from Mr & Mrs Simpson regarding 21 days notice of an agm.
Whilst they are absolutely correct on plcs; if my memory serves me right, with private Limited companies,
provided the membership, ie those entitled to vote, are happy to accept a shorter period then this is a legally acceptable period of notice, so could be any number of days
prior to the agm date.

Ted Neal
Fowlmere Dexters

[Louisa Gidney]

Since DCS has not seen fit to provide paper copies of AGM minutes or financial report, I have had no option but to vote against accepting these documents. This is a very poor state of affairs for DCS to be in.

[Jac]

I have been asked to post the following as Ted is having problems getting on the site.

I have seen the comments from Mr & Mrs Simpson regarding 21 days notice of an agm.
Whilst they are absolutely correct on plcs; if my memory serves me right, with private Limited companies,
provided the membership, ie those entitled to vote, are happy to accept a shorter period then this is a legally acceptable period of notice, so could be any number of days
prior to the agm date.

Ted Neal
Fowlmere Dexters

Perhaps Mark you would ask Ted how he knows the membership are happy to accept a shorter notice period? Clearly nobody asked those complaining. I apologise in advance in bringing this matter up but it has relevance here for those who were not members of the Society at the time. What I would say is that the membership (or a portion of them) decided that the Society 'lacked focus' and was run in a disorganised/ illegal way (the majority of the membership were not aware that there were 'issues'), Council resigned and the Breed Secretary left. A steering committee took over the running of the Society who appointed a new Breed Secretary and a plethora of policies and procedures etc were committed to paper. Now that we have all these rules and regulations let everyone just follow them to the letter or if that is not possible then communicate with the membership when things look like they are not going to plan (before not after the event) that way we are not going to have any disgruntled members.

[Pennielea]

I am overseas at the moment and do not have reference to my legal papers. In answer to Ted Neal, to the best of my knowledge, permission to shorten notice of meeting must be granted by 90% of the membership. That is the TOTAL membership not just those attending the meeting. That means around 1260 posted forms to be received at the office on just this item. I doubt that would ever happen as only about 150 vote at general meetings including proxies.

This is now irrelevant as we have only five days before the meeting and Directors' Report and Accounts have still not been made available in either written or electronic form. On Companies House website a warning has been posted that submission of accounts from the Society is now overdue. No reaction or information has been provided by Council or The Society to us the members about this situation.

Do we have a more serious situation than simply incompetence which was my firat thought?

To Ted Neal I would ask, as a professional accountant, does The Society face potential financial penalties for this omission or delay as well as the Directors individually and collectively?
See some of you on Saturday
Ian

[Mark Bowles]

Reply form Ted Neal:-


Hi Ian
My accountancy knowledge may well have been updated by Accounting legislation; but I believe that failure to file the Annual Return is an automatic £150 fine.
Which is interesting as to who pays.
I looked at the DCS Memorandum of Association and found the following;

(2) The liabilities referred to in sub-clause (1)(k) are:

(a) any liability that by virtue of any rule of law would otherwise attach to a director of a company in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the charity;

(b) the liability to make a contribution to the charity's assets as specified in section 214 of the Insolvency Act 1986 (wrongful trading).

(3) (a) The following liabilities are excluded from sub-clause (2)(a):

(i) fines;

(ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Director or other officer;

(iii) liabilities to the charity that result from conduct that the Director or other officer knew or must be assumed to have known was not in the best interests of the charity or about which the person concerned did not care whether it was in the best interests of the charity or not.

(b) There is excluded from sub-clause 2(b) any liability to make such a contribution where the basis of the Director's liability is his or her knowledge prior to the insolvent liquidation of the charity (or reckless failure to acquire that knowledge) that there was no reasonable prospect that the charity would avoid going into insolvent liquidation.

Reply by Ted Neal

[Jac]

I think that every effort should be made by our council to put the most up to date minutes of council on the website well before the AGM....


Duncan

Well I hope so too. Following last years resolution then we should be receiving or downloading from the DCS website the Minutes from 17th August ratified at the meeting that took place on 29th September that we didn't know about as it was not posted on the web site.

[Pennielea]

Well the first session of the AGM is over. At times a difficult meeting. The revelations and discussions on the financial difficulties and governance failures leaves even me astounded. Some items could not even be discussed because of legal restrictions. Two existing Trustees resigned and three new trustees were appointed. There are still two new members to be appointed but I hope this Council can make a start at sorting out this mess and take steps to avert projected financial difficulties.

Ian