Annual General Meeting: 28/04/2014

(Company registration 07737752)

MINUTES of the second annual general meeting of the Company held on Monday 28 April 2014
at 6:00 p.m. at Pelton House, 2 Cornwallis Terrace, Hastings TN34 1EB

Present in person: Ms L Steuart, Messrs R A Barton, P Buswell (Director), B Cafferty, C J Driver, P J Kelly, K A Lucas (Director), W H B Penfold (Director), C Power, J C L Sharp (Director), J Wheeler
Present by proxy: Ms R Norinkeviciute – proxy to the Chairman of the meeting.

1 Election of a Chairman of the Meeting
Mr P Buswell qua Company Secretary was elected.

2 Apologies for Absence
Apart from the proxy giver apologies had been received from Mr J Anstead (Director).

3 Minutes of the first Annual General Meeting held on 11 February 2013
These were signed as a true record

4 Report of the activities of the Company since the previous Annual General Meeting
Mr Buswell reported that the Company had been effectively dormant other than in four important matters:
• First, charity registration has been achieved;
• Second, charitable status has been recognised by HM Revenue & Customs
• Third, the Company has acquired without paying any consideration the title to the property known as Pelton House, 2 Cornwallis Terrace, Hastings;
• Fourth, the Company has taken on the agreements for services and accommodation previously made by Pelton House Ltd with Roy Bourne Esq.
He further reported that there had been no financial transactions other than in connection with essential administration and with registering the change of title , and all and any such costs had been met by Hastings and St. Leonards Chess Club (the unincorporated association).
Mr Cafferty informed the meeting of progress towards the striking off of Pelton House Ltd., the previous vehicle for owning the Chess Club building.

5 Election of Directors
Messrs Anstead, Buswell, Lucas, Penfold and Sharp retired but were eligible for re-election; no other nominations had been received and all were re-elected nem con.

6 Resolution to limit the terms of the Directors elected under (5) above
That the terms of office of all Directors end at 11:59 pm on the day prior to the date of the proposed merger with the unincorporated association Hastings & St Leonards Chess Club, expected to be on 1 October 2014.
The Resolution was carried nem con.

7 Special Resolution to alter Articles 25 & 26:
That from the date of the merger the maximum number of Directors be increased from seven to twelve; that there shall be a Junior Director; that the Chief Executive shall be designated ‘Chairman and Chief Executive’ ; that the Administrator shall now be called ‘Administrator and Secretary’ and shall serve as secretary to the directors (although not ipso facto serving as Company Secretary); that the maximum number of Non-Executive Directors shall be six.
The Resolution was carried nem con, seven voting in favour.

8 Special Resolution to alter Article 9(3)
Present wording in relation to lapse of membership: “any sum due from the member to the charity is not paid in full within six months of it falling due”
Wording to replace that: “any sum due from the member to the charity is not paid in full within one month of it falling due, unless the directors shall resolve to the contrary”.
The Resolution was carried nem con, seven voting in favour.

9 To preview the intended merger with the unincorporated Chess Club and to give the Directors any appropriate guidance.
It was suggested to the Directors that all existing adult members of the Chess Club be admitted ipso facto as Members of the Company until their Chess Club membership renewal fell due. (Mr Driver flagged the position of honorary chess club members)

10 Any other competent business
There was no other business

The meeting closed at 6:20 p.m.