| Trust AGM - Monday 29th Jan 17:04 - Jan 14 with 6467 views | NeathJack |
NOTICE IS HEREBY GIVEN THAT THE 17th ANNUAL GENERAL MEETING OF SWANSEA CITY SUPPORTERS SOCIETY LIMITED (SWANSTRUST) WILL TAKE PLACE AT THE LIBERTY STADIUM, SWANSEA AT 7.00pm ON MONDAY, 29th JANUARY, 2018.
AGENDA
APOLOGIES FOR ABSENCE.
WELCOME FROM THE SECRETARY TO THE MEMBERS PRESENT.
MINUTES OF THE 16TH ANNUAL GENERAL MEETING. (Available on the Swans Trust website)
MATTERS ARISING FROM THE MINUTES.
CHAIRMAN'S ADDRESS.
TREASURER’S REPORT. ( Details will be posted on the Swans Trust website during the week preceding the meeting)
APPOINTMENT OF AUDITORS.
CONFIRMATION OF OFFICERS, BOARD MEMBERS, SUPPORTER AND ASSOCIATE DIRECTOR APPOINTMENTS .
ADOPTION OF THE 2016 MODEL RULES. ( A copy of the proposed rules will be posted on the Swans Trust website during the week preceding the meeting)
OPEN FORUM BY MEMBERS PRESENT.
BY ORDER OF THE SOCIETY BOARD.
NIGEL HAMER
SECRETARY
14th January, 2018.
Following the formal business of the AGM there will be the usual open question and answer session. However members should note that there will be no additional information available at the AGM around the forthcoming consultation exercise with members relating to Trust shares. A sub-group has been looking at the detailed arrangements for the consultation exercise and the Trust Board is aiming to take decisions on the way forward early in February. An update on the consultation exercise will then be given to members.
Best wishes
The Swans Trust Team |  | | |  |
| Trust AGM - Monday 29th Jan on 16:29 - Jan 24 with 5122 views | Nookiejack |
Has anyone gone through the new model rules ahead of the AGM
https://www.swanstrust.co.uk/2018/01/14/notice-of-annual-general-meeting/
https://www.swanstrust.co.uk/trust-model-rules/
What is being proposed about Limits for the Trust Board Members?
https://www.swanstrust.co.uk/wp-content/uploads/2018/01/Trust-Governance-Board-r
Chairman and Vice Chairman
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The post holder post will be elected by the Trust Board for a period of 2 years, after which the post holder may stand for re-election for further 2 year periods and, if successful, up to a total of 6 years.
Treasurer
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The post holder will be elected by the Supporters Trust Board for a 2-year period, after which the post holder may stand for re-election. Due to the specialist nature of this post there is no maximum term of office with this post.
I don't like this No maximum term of office for a Treasurer? What happens if Treasurer does something untoward and hides thing? How will it eve be uncovered if no maximum term of office?
BOARD MEMBER WITHOUT PORTFOLIO (7 positions)
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There are between 3 and 7 Trust Board Members elected for a period of 2 years, with no specific duties attached. Individuals holding these positions are encouraged to commit as much time as they are able to participate in areas that suit their skills or interests. Trust Board members may apply for re-election for a further 2 year period.
Does this mean that the Chairman and Vice Chairman can serve for 6 years but other board members only 4 years?
SECRETARY
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The position of Secretary will not be elected and instead will be chosen by the elected Supporters Trust Board.
So the Treasurer similar to Treasurer could have no maximum term of office?
Do a number of people apply for this position each year - given elected by the Trust Board? |  | | |
| Trust AGM - Monday 29th Jan on 16:34 - Jan 24 with 5102 views | Nookiejack |
RE 5.: Supporters Director Remuneration
https://www.swanstrust.co.uk/wp-content/uploads/2018/01/Trust-Governance-Board-r
- All monies paid in respect of the Supporters Director role are to be paid to the Supporters Trust. The Trust Board to determine payment to the Supporters Director, based on the time and commitment involved in executing his/her duties and impact on his/her current employment.
- The Supporters Director should not enter into any paid employment, commercial agreement or business arrangement without the unanimous agreement of the ST Board
Shouldn't the Supporters Director never enter into any paid employment, commercial agreement or business arrangement with the Club? | | | |
| Trust AGM - Monday 29th Jan on 17:36 - Jan 24 with 5004 views | Nookiejack |
Re: the proposed adoption of the Supporters Direct 2016 Model rules
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Is there an explanation of how they differ from the current rules - with a rationale of why the Trust Board think the new rules should be adopted?
For example the old rules suggested a 12 year maximum time period of Office for Trust Board members?
What are the proposed new rules saying on this?
What is the rationale for moving to a different time period? | | | |
| Trust AGM - Monday 29th Jan on 17:38 - Jan 24 with 5000 views | londonlisa2001 |
Has to pay corporation tax on investment income (bank interest).
We had this conversation last summer if you recall, as provisions hadn't been made previously and I couldn't understand why not. This has now been done and is up to date. | | | |
| Trust AGM - Monday 29th Jan on 17:39 - Jan 24 with 4997 views | londonlisa2001 |
The four year bit is you misreading it Nookie. | | | |
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| Trust AGM - Monday 29th Jan on 17:40 - Jan 24 with 4994 views | londonlisa2001 |
The Trust are aware of this Nookie. | | | |
| Trust AGM - Monday 29th Jan on 17:52 - Jan 24 with 4973 views | Nookiejack |
| Trust AGM - Monday 29th Jan on 17:39 - Jan 24 by londonlisa2001 |
The four year bit is you misreading it Nookie. |
Thanks Lisa
From above
BOARD MEMBER WITHOUT PORTFOLIO (7 positions)
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There are between 3 and 7 Trust Board Members elected for a period of 2 years, with no specific duties attached. Individuals holding these positions are encouraged to commit as much time as they are able to participate in areas that suit their skills or interests. Trust Board members may apply for re-election for a further 2 year period.
I read this as they could only stand for 4 years - 2 plus 2?
Are we saying they can go on standing indefinitely? If they are elected every 2 years?
What is the rationale for indefinite terms of office? Why is that a benefit? When good governance would be limited terms of office? | | | |
| Trust AGM - Monday 29th Jan on 17:52 - Jan 24 with 4972 views | Nookiejack |
| Trust AGM - Monday 29th Jan on 17:38 - Jan 24 by londonlisa2001 |
Has to pay corporation tax on investment income (bank interest).
We had this conversation last summer if you recall, as provisions hadn't been made previously and I couldn't understand why not. This has now been done and is up to date. |
Thanks for clarifying | | | |
| Trust AGM - Monday 29th Jan on 10:16 - Jan 25 with 4814 views | Nookiejack |
| Trust AGM - Monday 29th Jan on 17:52 - Jan 24 by Nookiejack |
Thanks Lisa
From above
BOARD MEMBER WITHOUT PORTFOLIO (7 positions)
----------------------------------------------------------------------
There are between 3 and 7 Trust Board Members elected for a period of 2 years, with no specific duties attached. Individuals holding these positions are encouraged to commit as much time as they are able to participate in areas that suit their skills or interests. Trust Board members may apply for re-election for a further 2 year period.
I read this as they could only stand for 4 years - 2 plus 2?
Are we saying they can go on standing indefinitely? If they are elected every 2 years?
What is the rationale for indefinite terms of office? Why is that a benefit? When good governance would be limited terms of office? |
I wrote to Supporters Direct about their views on term limits for Board Members
Their response was as follows:-
“With regard to the terms of office, SD are able to see the pros and cons of a time limit for board members and recommend that if something is agreed then it is addressed in one of the side policies. This is because opinions may change dependent on circumstances such as, for example, the interest in board positions”
This means that Supporters Direct are NEUTRAL on this matter. It is for each Supporters Trust to decide m.
This is very significant as this means our Trust Board need to explain why they are proposing to get rid of term limits for Trust Board members. i.e. the current 12 year rule.
They have made out that Supporters Direct don’t believe in term limits. This is NOT true.
To repeat Supporters Direct are neutral on this matter.
Our Trust Board need to explain ahead of the AGM what are the advantages and what are the disadvantages. Then why they think the advantages outweigh the disadvantages.
They haven’t explained what will change from the existing rules all they have highlighted is any difference from Supporters Direct 2016 Model Rules.
In my view this is very disingenuous.
They appear to have an agenda of allowing Trust Board members to serve into perpetuity until they pop their clogs.
I urge members to vote against accepting the proposal to get rid of the 12 year rule at the AGM. | | | |
| Trust AGM - Monday 29th Jan (n/t) on 17:36 - Jan 25 with 4673 views | JACK_SWAN |
[Post edited 25 Jan 2018 17:40]
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| Trust AGM - Monday 29th Jan on 20:54 - Jan 25 with 4564 views | QJumpingJack |
Nookie - will you be at the AGM on Monday evening? | | | |
| Trust AGM - Monday 29th Jan on 07:05 - Jan 26 with 4430 views | Vetchfielder |
| Trust AGM - Monday 29th Jan on 10:16 - Jan 25 by Nookiejack |
I wrote to Supporters Direct about their views on term limits for Board Members
Their response was as follows:-
“With regard to the terms of office, SD are able to see the pros and cons of a time limit for board members and recommend that if something is agreed then it is addressed in one of the side policies. This is because opinions may change dependent on circumstances such as, for example, the interest in board positions”
This means that Supporters Direct are NEUTRAL on this matter. It is for each Supporters Trust to decide m.
This is very significant as this means our Trust Board need to explain why they are proposing to get rid of term limits for Trust Board members. i.e. the current 12 year rule.
They have made out that Supporters Direct don’t believe in term limits. This is NOT true.
To repeat Supporters Direct are neutral on this matter.
Our Trust Board need to explain ahead of the AGM what are the advantages and what are the disadvantages. Then why they think the advantages outweigh the disadvantages.
They haven’t explained what will change from the existing rules all they have highlighted is any difference from Supporters Direct 2016 Model Rules.
In my view this is very disingenuous.
They appear to have an agenda of allowing Trust Board members to serve into perpetuity until they pop their clogs.
I urge members to vote against accepting the proposal to get rid of the 12 year rule at the AGM. |
The problem is that I can't see how a member can specifically vote against the removal of the 12 year rule unless :-
(1) A member proposes it as an amendment to the 2016 Model Rules and vote for the amendment, or
(2) A member votes against the adoption of the 2016 Model Rules in totality and therefore the current version which includes the 12 year rule still applies.
I'm fairly neutral about the omission or retention of the 12 year rule but I have proposed other amendments to our version of the 2016 Model Rules. However I am unaware of the process of considering these specific amendments or whether they will even be aired at all at the AGM - I haven't yet received a response from the Trust on this.
I think that members have been given far too little time to properly consider the proposed changes - we've only had a week to do so before the AGM - and I agree completely that the Trust haven't even explained the changes and the reasons behind the changes.
On a matter of principle, if proposed amendments aren't even discussed and voted upon at the AGM then I will vote against the adoption of the 2016 Model Rules, so the current version will continue to apply and so too will the 12 year rule.
Has anybody else proposed amendments and , if so, what response if any have you had from the Trust? |  |
| Proud to have been one of the 231 |
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| Trust AGM - Monday 29th Jan on 07:10 - Jan 26 with 4421 views | Phil_S |
| Trust AGM - Monday 29th Jan on 07:05 - Jan 26 by Vetchfielder |
The problem is that I can't see how a member can specifically vote against the removal of the 12 year rule unless :-
(1) A member proposes it as an amendment to the 2016 Model Rules and vote for the amendment, or
(2) A member votes against the adoption of the 2016 Model Rules in totality and therefore the current version which includes the 12 year rule still applies.
I'm fairly neutral about the omission or retention of the 12 year rule but I have proposed other amendments to our version of the 2016 Model Rules. However I am unaware of the process of considering these specific amendments or whether they will even be aired at all at the AGM - I haven't yet received a response from the Trust on this.
I think that members have been given far too little time to properly consider the proposed changes - we've only had a week to do so before the AGM - and I agree completely that the Trust haven't even explained the changes and the reasons behind the changes.
On a matter of principle, if proposed amendments aren't even discussed and voted upon at the AGM then I will vote against the adoption of the 2016 Model Rules, so the current version will continue to apply and so too will the 12 year rule.
Has anybody else proposed amendments and , if so, what response if any have you had from the Trust? |
I'm confused as to why Nookie wants to vote against removing them?
The Trust's own governance review (the one done in 2016) suggests shorter terms anyway so it's not as if removing them means people can stay forever and a day? |  | | |
| Trust AGM - Monday 29th Jan on 10:17 - Jan 26 with 4311 views | Nookiejack |
| Trust AGM - Monday 29th Jan on 07:10 - Jan 26 by Phil_S |
I'm confused as to why Nookie wants to vote against removing them?
The Trust's own governance review (the one done in 2016) suggests shorter terms anyway so it's not as if removing them means people can stay forever and a day? |
Phil,
The 2016 model rules don’t appear to have term limits - which I am strongly in favour of.
I understand Supporters Direct’s view is that you address this in side policies.
When I took a look at the roles and responsibilities side policy which was attached to the Supporters Direct 2016 Model Rules - there were not term limits for Trust Board members.
Trust Board members can be re-elected every 2 years into perpetuity - unless I have misread the side policy?
Why does the Trust Board then want to get rid of term limits (I.e. the 12 year rule)? Surely this is very bad governance.
It hinders the ability to have new fresh Board members who are most likely to join the Board with more energy than encumbents. Also if anything ever untoward was being conducted - it is more likely to be uncovered if Board members can’t serve into perpetuity. It is simply good governance.
The 12 year rule can be maintained within the side policy. I think it should be 6 years with a clean break of 2 years. So that Trust Board members could stand again after 6 years of office - providing they had a totally clean break of 2 years. | | | |
| Trust AGM - Monday 29th Jan on 10:25 - Jan 26 with 4302 views | Nookiejack |
| Trust AGM - Monday 29th Jan on 10:17 - Jan 26 by Nookiejack |
Phil,
The 2016 model rules don’t appear to have term limits - which I am strongly in favour of.
I understand Supporters Direct’s view is that you address this in side policies.
When I took a look at the roles and responsibilities side policy which was attached to the Supporters Direct 2016 Model Rules - there were not term limits for Trust Board members.
Trust Board members can be re-elected every 2 years into perpetuity - unless I have misread the side policy?
Why does the Trust Board then want to get rid of term limits (I.e. the 12 year rule)? Surely this is very bad governance.
It hinders the ability to have new fresh Board members who are most likely to join the Board with more energy than encumbents. Also if anything ever untoward was being conducted - it is more likely to be uncovered if Board members can’t serve into perpetuity. It is simply good governance.
The 12 year rule can be maintained within the side policy. I think it should be 6 years with a clean break of 2 years. So that Trust Board members could stand again after 6 years of office - providing they had a totally clean break of 2 years. |
PS I am concerned that members think it is Supporters Direct policy not to have term limits.
It is not.
Their policy is for each Trust decide themselves hence the side policies to the Model rules.
So for debate why is it good thing to drop the 12 year rule?
I will revise my earlier position to say instead of voting against adoption of the 2016 Model Rules.
Amend the side policy to either:-
(1) maintain the 12 years rule; or
(2) reduce the 12 years rule to 6 years, then Trust Board members can stand again after a clean break of 2 years | | | |
| Trust AGM - Monday 29th Jan on 10:28 - Jan 26 with 4293 views | Phil_S |
| Trust AGM - Monday 29th Jan on 10:17 - Jan 26 by Nookiejack |
Phil,
The 2016 model rules don’t appear to have term limits - which I am strongly in favour of.
I understand Supporters Direct’s view is that you address this in side policies.
When I took a look at the roles and responsibilities side policy which was attached to the Supporters Direct 2016 Model Rules - there were not term limits for Trust Board members.
Trust Board members can be re-elected every 2 years into perpetuity - unless I have misread the side policy?
Why does the Trust Board then want to get rid of term limits (I.e. the 12 year rule)? Surely this is very bad governance.
It hinders the ability to have new fresh Board members who are most likely to join the Board with more energy than encumbents. Also if anything ever untoward was being conducted - it is more likely to be uncovered if Board members can’t serve into perpetuity. It is simply good governance.
The 12 year rule can be maintained within the side policy. I think it should be 6 years with a clean break of 2 years. So that Trust Board members could stand again after 6 years of office - providing they had a totally clean break of 2 years. |
I've not got copies of the governance documents to hand but I am fairly (90%+) certain that maximum terms were built into the 2016 governance review
Have a feeling it was 6 years | | | |
| Trust AGM - Monday 29th Jan on 10:40 - Jan 26 with 4274 views | Shaky |
| Trust AGM - Monday 29th Jan on 07:05 - Jan 26 by Vetchfielder |
The problem is that I can't see how a member can specifically vote against the removal of the 12 year rule unless :-
(1) A member proposes it as an amendment to the 2016 Model Rules and vote for the amendment, or
(2) A member votes against the adoption of the 2016 Model Rules in totality and therefore the current version which includes the 12 year rule still applies.
I'm fairly neutral about the omission or retention of the 12 year rule but I have proposed other amendments to our version of the 2016 Model Rules. However I am unaware of the process of considering these specific amendments or whether they will even be aired at all at the AGM - I haven't yet received a response from the Trust on this.
I think that members have been given far too little time to properly consider the proposed changes - we've only had a week to do so before the AGM - and I agree completely that the Trust haven't even explained the changes and the reasons behind the changes.
On a matter of principle, if proposed amendments aren't even discussed and voted upon at the AGM then I will vote against the adoption of the 2016 Model Rules, so the current version will continue to apply and so too will the 12 year rule.
Has anybody else proposed amendments and , if so, what response if any have you had from the Trust? |
You move a motion from the floor to vote on a resolution that no rule adopted by the Trust board shall be contrary to the principle that no director [or alternatively officer] shall serve for a period of more than [insert term limit here]. (they can muck around with changing the relevant bits later)
This to customarily follow a debate on the subject. Just keep shouting and raising your hand until you are heard by the chair. |  |
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| Trust AGM - Monday 29th Jan on 10:45 - Jan 26 with 4266 views | Nookiejack |
| Trust AGM - Monday 29th Jan on 10:28 - Jan 26 by Phil_S |
I've not got copies of the governance documents to hand but I am fairly (90%+) certain that maximum terms were built into the 2016 governance review
Have a feeling it was 6 years |
The side policy say 6 years for the Chairman, Vice Chairman and Supporters Director. I am very happy with this.
https://www.swanstrust.co.uk/wp-content/uploads/2018/01/Trust-Governance-Board-r
The issue is Board Members without portfolio there is no term limit for them - unless I am misreading this policy.
Also If Chairman, Vice Chairman and Supporters Director - become a Board member without portfolio after 6 years - the way I am reading this they can then keep serving on the Board into perpetuity. | | | |
| Trust AGM - Monday 29th Jan on 10:47 - Jan 26 with 4263 views | exiledclaseboy |
| Trust AGM - Monday 29th Jan on 10:28 - Jan 26 by Phil_S |
I've not got copies of the governance documents to hand but I am fairly (90%+) certain that maximum terms were built into the 2016 governance review
Have a feeling it was 6 years |
The six year limit applies to chair and vice chair. On board members it says that they’re elected for two years and can stand for a futher two year period. There is some ambiguity there as Nookie says. I wasn’t involved at the time as you know but I’m not sure a four year limit for board members was the intention but it does read that way. May just be ambiguous drafting. [Post edited 26 Jan 2018 20:25]
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| Trust AGM - Monday 29th Jan on 10:48 - Jan 26 with 4258 views | Uxbridge |
| Trust AGM - Monday 29th Jan on 10:28 - Jan 26 by Phil_S |
I've not got copies of the governance documents to hand but I am fairly (90%+) certain that maximum terms were built into the 2016 governance review
Have a feeling it was 6 years |
That was for officer limits, not board membership. |  |
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| Trust AGM - Monday 29th Jan on 10:59 - Jan 26 with 4227 views | Phil_S |
| Trust AGM - Monday 29th Jan on 10:48 - Jan 26 by Uxbridge |
That was for officer limits, not board membership. |
Time does marvellous things to a memory! | | | |
| Trust AGM - Monday 29th Jan on 11:06 - Jan 26 with 4217 views | Nookiejack |
| Trust AGM - Monday 29th Jan on 10:47 - Jan 26 by exiledclaseboy |
The six year limit applies to chair and vice chair. On board members it says that they’re elected for two years and can stand for a futher two year period. There is some ambiguity there as Nookie says. I wasn’t involved at the time as you know but I’m not sure a four year limit for board members was the intention but it does read that way. May just be ambiguous drafting. [Post edited 26 Jan 2018 20:25]
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Thanks ECB
My other issues are
(1) Treasurer Role seems to be able to serve indefinitely - not even a 6 years rule here.
I don’t this is best financial control practice. You read of frauds daily in the press in respect of a financial manger / financial controller doing something untoward.
So I would amend this to maximum 6 years as well.
(2) Secretary Role this should also have a term limit of 6 years - understanding that the Board elects this position each year.
I also don’t understand the process for election for this role. Do a minimum of 3 candidates stand each year for this role?
(3) Supporters Director should have absolutely no business interests with the club. Not even for the Board to agree that they can have business interests. | | | |
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