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Updated 26^th January 2024

1

Glebelands Sports Association Ltd

Contents

• GSA AGM: held Monday 18th December 2023 at The Royal Oak
• AGM Notice 2021
• Lease signed
• Minutes of the AGM 21^st March 2018
• Minutes of the AGM 22^nd March 2017 (to be added)
• Minutes of the Open Meeting 8^th December 2016
• Agenda for Open Meeting 8^th December 2016
• Minutes of Meeting 26^th October 2016
• Articles of Association
• Drafts for Consideration and Discussion
• Present Situation 23/10/2016
• Articles of Association
• Recent History
• The Way Forward

AGM 2021 - Notice received from the Cricket Club

• Appointment of Chairperson/Lead Director of the Glebelands Sports Association (GSA)
• Appointment of Vice Chairperson of the GSA
• Appointment of two further Directors of the GSA
• Accounts of the GSA
• Removal of Mr Michael Farrup and Mr Dave Arnott current Directors of the GSA

Lease Renewal

Message from the GSA Chairman, Michael Faarup, dated 13th April 2018. I am delighted to tell you all we have today received the 15 year lease!!! (albeit backdated to March 2017).

GLEBELANDS SPORTS ASSOCIATION Ltd

Minutes of Annual General Meeting
Held at the Pavilion on Wednesday 21st March 2018

Present
Michael Faarup (Chair); Jeremy Bach (Treasurer); Andrew Brown (Vice Chair); Owen Hughes; Paul Brown; Barrie Le Maistre; Ann Sleightholme; Malcolm Bennett; Marcelle Bennett; Fred Annis; Trevor Houghton; Karen Reeves; David Bowers

Apologies
David Rogers; Elizabeth Cornforth; Mike Sedgley

MINUTES OF ANNUAL GENERAL MEETING 22ND MARCH 2017
These had been circulated prior to the meeting.
There were no comments and the minutes were approved on a show of hands

DIRECTOR’S REPORT
Michael Faarup reported that the directors had met on a number of occasions through the year to discuss current issues and chiefly to address the lease issue. The following specific items are reported upon:

The lease
The draft lease was issued to us in March 2017 and was reviewed by the directors in conjunction with Steve Caplan, a recognised authority on leases.
Twelve or so issues were raised and comments forwarded to the solicitor.
As reported at the March meeting the solicitors were concerned about the legal entity of the clubs and the Association, seeking re-assurance that we were effectively a single entity Association.
To avoid further solicitors costs we submitted the original articles and other relevant documentation to Fisher German for their assessment on this issue.
After 8 months and in the absence of any response we pursued the matter again with Fisher German who seemed satisfied and requested the revised lease from Manby Bowdler.
The final draft was received and once again scrutinized. All the points we raised had been amended in our favour.
The sale of alcohol at cricket matches is now allowed.
There was a small ‘terminology’ issue raised by S Caplan affecting the rent review calculation, which was acknowledged by the solicitor as needing correction.
There is to be a rent review every 3 years based on the consumer price index, which is advantageous to us.
Whilst the lease requires the Association directors to enter into a licence with the sports clubs ‘as the attached format’, no format was attached actually to the lease. The matter has been discussed and dealt with previously to the solicitor’s apparent satisfaction, although we are aware the licences aren’t actually signed.
In a further communication the solicitors advised they are instructed by the Diocese to commence the new rent from March 2017 even the date of the new lease will be March 2018.
We queried that with S Caplan who advised they are incorrect in that request but it may be better not to contest the issue prior to receipt of the lease. (We may do later if the opportunity arises without jeopardizing the lease).
The lease has been duly signed and witnessed and returned to Manby Bowdler for engrossing. We had hoped to be in receipt of it before the meeting but it hasn’t yet arrived.

Dog fouling
Following serious complaints by a resident about dog fouling two of the directors undertook independent surveys of the whole field and found some isolated examples and took a photographic record. There was one fresh deposit and 3 much older ones found so the situation is judged to be not so serious that it cannot be managed. Clearly there is just one isolated dog owner who has ignored the rules. The majority of dog owners who have been seen and talked to take the clearing up issue very seriously. New very visible signs have been posted at each entrance to the field and doggy bags will be hung there too shortly.
We do not wish to issue a threat of banning all dogs unless we are certain of being able to do this. Any ban would be considered in conjunction with the Parish Council if it came to it. The situation will be monitored carefully throughout the season.

Car park
It has been established from the lease that the whole car park is in the demise of Glebelands and after consultation with the Institute this has been accepted and will not be contested.
The upkeep should ultimately, once we have the lease, be shared with all village users as previously stated and plans are in place for a grant or assistance with that. Fred Annis has sourced some road plainings at a reasonable cost and is in consultation with cricketers to help fill and smooth the growing number of holes in the car park. This is a very useful start as the situation is worsening with the winter weather.

The grounds
Michael complimented the cricket club on the very high standard of the grounds maintenance during 2017. It was a huge improvement and all credit to those involved in achieving that. It has been much appreciated by the whole village as well as players themselves.

REPORT FROM THE CRICKET CLUB
Paul explained that the whole of the field including the outer area has been maintained during the year. The central square is currently protected.
Indoor training is already in progress in Brewood using newly acquired bowling equipment.
The season starts on 21st April with two full teams being fielded.
Some new rule changes have come into force which are observed
There is currently a working party working on the pavilion and attending to water leaks
The outdoor nets have received considerable attention and are ready for use.
The coaches have all had current DBS checks; the website is up to date.
Training continues for 5-8 year olds this season and 5 local schools are being approached for young members.

REPORT FROM THE TENNIS CLUB
In Mike Sedgley’s absence Ann spoke ‘off the cuff’ about the club’s position.
Coaching has started under their newly appointed coach Stephanie.
Playing has continued through the winter months.
There are currently no teams together to enter the Staffordshire League, although this would be desirable.
20 – 40 year olds are being sought to augment the club.
The membership seems to be waning and the finances are reported to be missing targets for the maintenance sinking fund.
Marcel emphasized it is normally the key role of the trainer to generate interest and boost membership, and she should be encouraged strongly to do this within the club.
Stephanie has identified a need for a shed to store equipment during rain showers and Jeremy has the offer of a shed which fits the purpose. A concrete plinth would be required just outside the courts. (see any other business)
There is to be a quiz night in the Institute on 14th April, support invited please.

TREASURER’S REPORT
Overall accounts in the style required by Companies house were presented as well as the GSA individual sports club accounts.

Referring to the Internal Accounts , a member asked why there was an entry for CETC in GSA Expenses, and not also a corresponding entry for CECC. Jeremy explained the reasons behind this anomaly. There followed a discussion about the true value of the surpluses shown on each of the Clubs own accounts. Jeremy undertook to contact CETC to see if it were possible to agree a consistent accounting approach throughout the Association which would make Clubs surpluses and the final accounts easier for Members to understand.

Cash flow has continued through the year to the management account enable rents and other bills to be paid. The management account is ready to pay the new rent, back dated to March 2017 if the chairman is unable to appeal successfully on the back dated demand.
Gratitude was expressed to Jeremy for the way he had picked up the pieces from earlier accounting years and restored a good degree of form and accuracy now into the accounts. Jeremy also acknowledged the assistance of Tony Martin last year.

NOMINATIONS OF OFFICERS
The chairman had appealed in his circulation letter for nominations for officers (directors) of the Association to come forward from the sporting members. This was re-emphasised by Karen Reeves. At this pointy in time no nominations were coming forward in spite of specific invitations. This is a particular requirement for the Association secretary (who need not be a director) in the light of Bob’s recent resignation.
The chairman, vice chairman and treasurer had all agreed to stand for a further year so the nominations which were proposed, seconded and voted unanimously are:

Chairman Michael Faarup
Vice Chairman Andy Brown
Treasurer Jeremy Bach
Secretary Vacant

In answer to questions about Bob’s decision to stand down the chairman explained that the directors had met to agree the format and agenda for the AGM but strangely Bob had produced a quite different agenda including the item on the new articles. It had been expressly agreed by the directors not to pursue this matter until the new lease was in our hands and the new business template had been adapted to suit the make-up of the Association as it currently stands (including the important representation from the village organisations). Paul spoke in appreciation of the stirling work Bob had done during the year, echoed by the chairman who said he had gone the ‘extra mile’ in so many ways. Bob has even resigned his directorship with Companies House and it was unlikely he would come back now into the role even though he would be welcomed.

ANY OTHER BUSINESS

Tennis shed
Jeremy and the tennis club were looking to erect the new shed as soon as possible but it was the wish of the meeting to follow the correct procedures and formally apply for the necessary permissions. The chairman did not wish to violate the terms of the new lease on day 1 by not seeking permission (thereby risking forfeiture of the lease). Furthermore Malcolm reminded the meeting the sports field fell into the Conservation area. It was agreed that the chairman would seek permission from the diocese, following the receipt of which they could proceed with the erection and retrospective planning application as necessary.

New Articles
Mindful now of the current Companies Act legislation, it is the intention of the directors to start work on the formulation of the new articles based on the company’s House standard template as soon as possible, even though the matter would not hold up the enjoyment of the sports club under the new lease in the short term. Proposals would be issued when ready for adoption possibly at an EGM during the year.

Data Protection
Whilst not on the agenda the directors are mindful of the new regulations beginning in May.
Currently the directors communicate with sports club representatives whose duty it is to pass on all relevant Association communications to their members. The sports clubs will probably have their own association guidance notes on how to deal with the new legislation within their own clubs, this being their responsibility, however the directors need to ascertain how the legislation applies to the small number of people to whom they direct communications. This number does of course include communications to council members. The matter will be dealt with within the due time. (Thanks to Karen who has forward useful information on this matter)

Circulation

All present + apologees

GLEBELANDS SPORTS ASSOCIATION Ltd

Minutes of 2nd Public Meeting
Held: 8th December 2016 in the Cricket Pavilion

Present
Michael Faarup; Andrew Brown; Jeremy Bach; Ray Millington; Tony Martin; Jean Lloyd; Julie Simpson; Owen Hughes; John Green; Richard Egerton; Malcolm Bennett; Trevor Houghton; Diane Faarup; Karen and Granvlle Reeves

Apologies
Bob Jeays

Minutes of Previous Meeting

Karen and Granville Reeves have been added to the attendance list.
The new chairman had been seconded by Jeremy Bach, not by Karen as recorded.
The words of appreciation expressed by Andy Brown for the work of the outgoing officers of the Association had not been recorded, but are noted.

Otherwise the minutes were signed by the chairman as a true record of the meeting, following the agreement of the members. These will be used for Companies House notification and for bank signatories.

Nominations for Secretary
Jeremy Bach has nominated Bob Jeays as secretary following his expression of interest in taking up the role. The chairman explained that Bob has already taken a very active interest in the affairs of the Association and is already a member of the tennis Club. He was seconded by Andy Brown and the meeting voted in favour of his appointment.

Chairman’s report on the lease
The chairman reported that a meeting had taken place with Steve Caplin who had advised on an appropriate response to the heads of term proposed by Fisher German in July 2016. The response was given by the chairman in person at a recent meeting with Liz Farrell of Fisher German, subsequently confirmed in writing.
The key points therefore were:

1. The lease should be renewed for another 28 years from March 2017
2. The rent is agreed at £1,500 in view of the time that has elapsed
3. The rent should continue to be paid in advance, starting in March 2017
4. Rent reviews should be simplified to follow CPI, annually. The alternative arrangement would be complex (and risky).
5. Legal costs for renewal of a lease should not be the same as for the initial lease. An offer of up to £500 was made and F G advised the costs would be in the order of £550 +VAT for an uncontested lease
6. The clubs should operate under a licence, not a sub-lease for legal reasons
7. The landlord did not invoke the lease when advertisements were posted, contrary to the lease, so this clause should be deleted from the new lease
8. Clauses now redundant in the original lease should be deleted

In view of the GSA’s acceptance of the proposed rent increase F G felt our other requests were reasonable and Liz Farrell would endeavor to obtain the diocese’s acceptance of the proposals. She will report back as soon as possible, but in time for the new lease to be drawn up in time for signing prior to the first quarter day in March.

Treasurer’s report

Jeremy Bach reported that he had reviewed the financial situation based on the papers that were now in his possession.
The club had funds in the order of £3,500 which were primarily for payment of back rent that might be payable. We have been advised that in the absence of a demand from Fisher German it is unlikely that this will need to be paid.
Jeremy has contested the rates demand for £2,000+ and received confirmation that the Sports Association will not now be liable for these charges. Grateful thanks were expressed for this important achievement.
The banking process appears to be working, a cheque has been written to Severn Trent without redress.
Jeremy therefore won’t be approaching the bank immediately over any issues other than for changing of authorized signatures. He now has the benefit of the signed minutes of the meeting on 26th October giving him the authorization for this.
There are some apparent anomalies in the accounts, at the hand of the previous officers, which won’t be fully addressed now but that won’t be repeated in taking the accounts forward.
The GSA will be able to fund the legal costs of the new lease.
The council will determine how much money should be retained in the account in the future for the management of emergencies, but there are no other reasons to hold or generate a surplus each year.

Re-drafting of Clauses

The chairman explained that this matter was referred to this meeting as the members at the last meeting wished for due time to consider the clauses before reaching a decision. The draft had been circulated to the sports club members for internal circulation as well as to all the attendees at the last meeting.

The chairman explained that most of the amendments are not drastic changes merely an updating of outdated clauses to bring them in line with current practice. The spirit of the original Articles is maintained in the new wording in that management should be predominantly village oriented. It was pointed out by Karen Reeves that the history of directors, or acting directors from outside the village has not been successful of late and led to the recent ‘crisis’.

Malcolm Bennett pointed out that, even though all clubs and attendees have been formally notified, without the presence of all members of the Association these new draft clauses cannot be agreed. It was therefore agreed that we should decide ‘in principle’ to accept the clauses, or otherwise, for formal discussion and adoption at the next EGM of the Council.

The chairman advised that the new draft amendments once voted on should merely be attached to the original articles and would become valid for the future conduct of the Associations business. No legal costs in redrafting the complete document would be necessary.

The following clauses were agreed in principle, with their small amendments:

Clause 3 of the Memorandum re purpose of the Association:
A new sub-clause (vii) is required to read:
(vii) to receive monies from the individual clubs and bodies who derive benefit from the Sports Field in order to pay the annual rent and charges due to the landlord, and any other periodic charges and costs relating to its duties. Any charges shall be apportioned to the clubs and bodies in direct relation to their share of the rents.
The rents shall be reviewed in the year 2016/2017 and be set by an extraordinary meeting of the Council for this express purpose. These rents once agreed shall be maintained in force until such time as material changes occur in the pattern of letting of the grounds for any agreed purpose.

The clause 3 (vi) (a) re ownership and maintenance of buildings should now read:
The Association shall have the following powers ….. etc
(a) to purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights and privileges to construct additional buildings on the site. The day to day upkeep and maintenance of the buildings and structures shall be funded by the club that enjoys the primary use of them. In the case of areas in common use, e.g. the car park, the associated costs will be shared by the users of it.

The new clause 32 relates to the makeup of the council and should read:
The members of the Council shall consist of a chairman, vice-chairman, secretary, treasurer, all of whom shall be resident in the parish of Church Eaton. These persons shall be directors of the Association and be elected at the Annual General Meeting of the Association, or at an extraordinary general meeting called expressly for the purpose of election of new officers.
The directors shall retire after a period of 3 years following, which they may normally stand for re-election.

In addition the Council will include persons nominated by the following bodies:
Two persons from each of the Sports Clubs participating in Glebelands Association
One person from the Church Eaton Village Institute
Two persons from the Church Eaton Parish Council (excluding the vice-chairman)
One person from the School
One person from St Editha’s PCC
One person from the Church Eaton Charities

The above ten nominated members shall be described as “Council Trustees” and shall be ex-officio members of the Association. All Council Trustees shall hold office for the period determined by the bodies appointing them.

The Council may at the discretion of the officers of the club co-opt another member for a specific reason or purpose but that person shall not enjoy voting rights.

The following clause relating to removal of the concept of subscriptions to the GSA Ltd was NOT agreed in principle:

It is proposed that the wording of clauses 7(a) and (b) be deleted in their entirety.

There were questions and discussion about payment of subscriptions, the practicality of collection, and the entitlements that the term ‘membership of the Association’ brings to the members who pay subscriptions to the sports clubs. The matter needs full clarification by the Council in due course with due regard to the historic perceptions of the issue.

Clubs to Operate under Licence

The chairman explained the legal reasons why the landlord would not allow sub-letting to the sports clubs but that the clubs should operate under licence.
The licence is a written document which formalizes the agreement and way in which the clubs operate with respect to the GSA’s management of the asset and through which the payment of the share of the rent and charges is made.

The chairman advised that he intended to meet the chairman/secretary of the clubs to agree the wording of these licences in due course.

Review meeting of Rent Share Allocation

The chairman announced that he will call an EGM of the council in February, once the new trustees are appointed, to meet and discuss how the new rent should be shared by all beneficiaries of the Sports field, not just the two sports clubs.
By considering every element of the Asset and making fair allocation of the benefit and responsibility of that element it will be possible to arrive a fair overall conclusion of the matter.
It appears that as the clubs have already being paying an enhanced level of payment in anticipation of the back rent there should not be any seriously large adjustments to the sums currently being paid.

Format and date of next meetings

The chairman advised that this meeting was the last of the two public meetings and the members of council would hold the AGM as normal and also other EGM’s as matters arose requiring their attention. The EGM to discuss principally the allocation of costs will be the next meeting in February.

There being no other questions or business raised the chairman thanked everyone sincerely for their attendance, and thereby their support and interest in the Glebelands matters, and closed the meeting.

GLEBELANDS SPORTS ASSOCIATION LTD

SECOND PUBLIC MEETING 8^th December 2016

(NOTE: Re-convened from the 7^th due to unavailability of officers)

AGENDA

1. Introduction and Welcome
2. Apologies for absence
3. Minutes of previous meeting
4. Nominations and Election of Secretary (Nomination received for Bob Jeays, a tennis club member)
5. Chairman's report on the Lease Renewal
6. Treasurer's report on the finances and the banking arrangements
7. Proposed re-drafting of certain Clauses in the Memorandum and the Articles of the Association (notes circulated after last meeting
   • 3 (vi) (a) re ownership and maintenance of buildings
   • 3 (vii) re the Objects of the Association
   • 7 (a) and (b) re subscriptions and entitlement to hold office
   • 32 'make-up' of the council members
8. Clubs to operate under license from the Association
9. Proposed Council review meeting of new rent, and fair distribution of charges to clubs and bodies using the facilities of the Glebelands
10. Any Other Business

IMPORTANT NOTICE FOR THE VILLAGE OF CHURCH EATON

2^nd PUBLIC MEETING TO DISCUSS THE FUTURE OF THE GLEBELANDS SPORTS ASSOCIATION LTD

MEETING TO BE HELD AT THE SPORTS PAVILION AT 7.30PM ON THURSDAY 8^th DECEMBER 2016 NOTE: CHANGED FROM 7^th (Officers unavailable on 7^th )

This meeting is the sequel to the first meeting where progress on the key issues will be reported and the proposed changes to the clauses in the Memorandum and the Articles will be debated.

Nominations for the post of Secretary are invited and should be addressed to the chairman Michael Faarup (824606) by 1^st December.

Minutes of Glebelands Sports Association Emergency General Meeting 26/10/2016, 7:00pm

Present: Rob Jones, Stuart Goddard, Owen Hughes, Andrew Brown, Jacquie Thacker, Bob Thacker, Diane Faarup, Michael Faarup, Mike Sedgley, Tony Martin, Malcolm Bennett, Jeremy Bach, Jean Lloyd, Sue Bach, Steve Caplan, John Edwards, David Talbot, Ann Sleightholme, Jenny Annis, Julie Simpson, Brian Cantrill, John Gleen, Phil Clarke, Justin O’Doherty, Trevor Houghton. Apologies: Barry Stamp, Barrie Le Maistre, Viv Le Maistre, Stanley Winnington, Mike Holdcroft, Neil Gregory, Kimberly Parkes, Paul Brown, Andy Richards, Diane Rowlands, Steve Rowlands. Resignations: Rob explained that all the previous directors have recently tendered their resignations and no new nominations had been forthcoming from within the Association. By arrangement with Michael Faarup the previous chairman Neil Gregory had requested/agreed on behalf of the previous directors that the meeting convened for today would, in the circumstances of the resignations become an open meeting to the village with the intention that new directors from the village could be appointed.

Nominations for Chairman: Rob requested nominations for Chairman. Mike Sedgley nominated Michael Faarup, seconded by Karen Reeves. Michael asked if there were any further nominations for chairman; there were none. On a show of hands Michael was duly elected chairman. Michael thanked Rob for opening the meeting and took over the chair for the remainder of the meeting.

Validity of the Meeting: The first matter concerned the validity of the meeting. Some very concerned members of the Glebelands Association and the tennis club had raised alarm as to the general situation with the Association and there had been an immediate and positive response. This led to discussions with the outgoing chairman Neil Gregory and the arrangement of the open meeting and a draft agenda. The meeting had been notified to the previous council members, trustees and associated club secretaries in September with due notice. The notice inviting the village to the meeting had been posted immediately the outgoing chairman had approved the principle of the open meeting, some two weeks previously. The formal notice was put up immediately on the village notice board, placed on the website and notified to the chairman or secretary of the Parish Council, the Institute Committee and St Editha’s PCC immediately. This had led to a record attendance from the village, albeit the normal 4 weeks notice had not been possible. The Chairman asked the meeting if it would accept the validity of the meeting in these circumstances. It was vital to elect new directors and trustees if the Glebelands Association was to continue in being.

Malcolm Bennett pointed out that these proceedings were against the rules of the Association. Jeremy Bach pointed out that over recent months/years many rules and procedures had been broken in the Association. This meeting was one the chance that the village had to save the Association.

Jeremy advised strongly that the meeting and proceedings should continue in the circumstances the Association currently finds itself, and be valid. Malcolm withdrew his objection. The meeting voted overwhelmingly to accept the validity of this meeting and proceed. Proposed re-drafting of ‘out of date’ clauses in the Memorandum and Articles

The Chairman explained that a number of clauses in the Memorandum and the Articles of the Association were found to be seriously out of date and needed to be amended/re-drafted to reflect the current situation in the Association. A paper was circulated giving the original clause and the proposed new draft, together with the reason for it. After some deliberation it was suggested and accepted that due time should be given to considering these clauses rather than settle on them at this meeting.

It was agreed that any proposed redrafting of the articles etc. ought to be first circulated to the sports clubs giving time for all affiliated bodies and clubs to consider and respond with their collective views.

It was agreed that a further meeting would need to be convened at a later date to discuss the updating of the memorandum of articles. Presentation of Accounts

The accounts had been presented at the emergency meeting in September and were agreed prior to submission to Companies House just before the deadline. It was recognized there were errors in it but Companies House have subsequently acknowledged receipt and not rejected them. The accounts were not available for this meeting.

The new treasurer would analyse the accounts and report back with his findings in due course. The only outstanding unpaid bill to Rob’s knowledge was a water bill.

The chairman asked the reason for the historic combining of the Cricket club and the Association’s accounts, as these should really be separate. The reason offered was that at one time the cricket club was in effect Glebelands with no other club involved, however that will now change into separate accounts. The Glebelands Association should not be involved with the detail of the cricket club accounts.

The bank account itself is solvent.

Election of other officers:

Andrew Brown was proposed as Vice Chairman and had signified his agreement.

Jeremy Bach was proposed as Treasurer and had signified his agreement.

The proposals were from the chair and seconded. There being no other nominations these were accepted on a show of hands.

The position of Secretary had received no nominations and no-one was prepared to put their name forward at the meeting. The position remains vacant and all present were urged to speak to possible candidates and put names forward.

New directors of the Association will become non-playing members of the Tennis club to satisfy the current Articles. POSTNOTE : A nomination for secretary has been received since the meeting and will be voted on at the next meeting.

Trustees: those currently representing affiliated clubs and bodies are:

• Cricket Club: Rob Jones
• Tennis Club: Mike Sedgley
• Parish Council: Karen Reeves

If approved the new Articles would enhance representation from clubs and village bodies, and possibly include the Church and the School.

The Lease of the grounds from the Diocese:

Tony Martin was invited to give a report on the current situation as he has been involved with it. He explained the lack of progress in renewing the lease which has been going on for 8 years now with Fisher German. F. G. had failed to attend a meeting and no other progress has been made since. The matter is a key concern for the future of the Association and for the village and needs urgent attention. Tony had however received a phone call from F. G. last week and needs to follow this up quickly.

Steve Caplin had made a significant contribution to the lease debate some years ago but no record of the findings has been found in the files to date. Steve was present at this meeting and gave a summary of how the law stands with regard to our renewal of the lease. The Tenant and Landlord Act of 1954 applies giving the tenant certain rights but it is quite a complex issue. The chairman asked that a special meeting be convened as soon as possible with the new officers of the club, Tony Martin and Steve Caplan to go into the necessary detail so that we could progress the negotiation from a fully informed position and choose the most advantageous route. Notice of an increase in the rent had been given but to date only the previous rent has been paid each year. Monies have been set aside to pay the additional sums however, Steve Caplan advised that it may not be necessary to pay the accumulated arrears in the absence of a demand from the Diocese. The special meeting has been arranged for 5th November and the outcome and subsequent progress will be reported to the next open meeting.

The chairman enquired about sub-lease documentation between the Association and the clubs defining their responsibilities and financial obligations within the Association.

Steve Caplin advised that sub-leases may not be appropriate here. The issue will be covered at the forthcoming meeting on the lease.

Bank Account:

It had been unclear who the current signatories are on the GSA bank account. It has been discovered that Trevor Houghton & Sue Evans are still signatories on the account. Mike advised that NatWest bank had been very helpful when visiting & trying to clarify the state of play. The bank provided some paperwork for the current signatories to fill in to remove their details & the new persons to add their details to. Amongst some other banking paperwork was a building society booklet. This was for Staffordshire Building Society. Again Trevor is the signatory for this account. This has subsequently transferred over to Nationwide. Nationwide have agreed to close down this account, add accrued interest & make a cheque payable to GSA. Ordinarily, the chairman & treasurer are the signatories on the bank accounts. All agree that 3 people would be more prudent should one of the signatories be away on holiday & a cheque needs signing. Action - Michael Faarup & Jeremy Bach to be added as signatories to the GSA bank account. Trevor Houghton to remain for the time being. Mike finally noted that the bank account is currently set up as a charity when in fact this ought to have been set up as a company bank account. The bank inferred that it is unlikely that any charges will be backdated but would instead be changed to a Sports & Leisure account.

Agenda Item 11 - Any Other Business

Tony Martin advised that there is an outstanding water bill of £149. It was reported that bills go to a variety of people at present and not always to the people who need them. A form requesting continuation of the rate relief concession by the Council to charitable organisations had been received by Malcolm Bennett who placed it in the Pavilion for others to action. This was not actioned, as a result of which a rates demand of £2,004.00 has been received. The new treasurer will take immediate action to appeal the demand.

The Chairman advised that he will establish whether the Pavilion could be a registered postal address with deliveries, in which case a letterbox could be installed there. In the meantime the treasurer will contact all issuers of bills concerning the new treasurer arrangement.

Action - Michael to look into viability of installing post box at the GSA.
Action - Jeremy to have all bills & payments directed to his home in the interim.

In the meantime, it was suggested that until the bank account can be accessed, the cricket & tennis club both pay half of the water bill each directly.

Date of next meeting:
A new meeting is needed in approximately 6 weeks time. In calling a meeting, members may discuss and propose what items ought to be discussed at the Annual General Meeting. It is important that the next meeting is not called an Annual General Meeting. In the meantime, it is hoped that more interest can be generated in the Sports Club in & around the village.
Compliments were made to those responsible for having undertaken significant strimming around the sports ground. Those in attendance agreed that this had made a real, positive difference.
It was noted that non-playing membership of GSA needs to be advertised to the general public.
Stuart Goddard informed those in attendance that Church Eaton CC Under 11s had won the Shropshire League for their age group. The Club has also had 6 players receiving Staffordshire County recognition. The Cricket Club has also been in local schools trying to participation, this includes Church Eaton Primary School (point of contact Mr Shaw, Headteacher) which has also been offered use of the playing facilities.

Mike Sedgley suggested that both the cricket & tennis clubs need to get together to discuss joint fundraising.

Next Meeting - Wednesday 7th December 2016, 7:30pm at the Sports Pavilion. (This date later revised Thursday 8th December)

DRAFTS FOR CONSIDERATION AND DISCUSSION

MEMORANDUM OF ASSOCIATION (Purpose of the Association)

Paragraph 3 The objects of the Company (Glebelands Sports Association Ltd)

The Association should not be involved in the day to day running and finances of the individual clubs who use the sports field. The Association should merely administer the field to ensure the users of the field may co-exist harmoniously together and enjoy such access and space to enjoy their activity. The Association should receive monies from all who enjoy the use of the space in order to pay the annual rent to the Diocese together with any costs arising from the normal course of that business.

Clause 3 currently comprises six objects for which the Company is established and reads as follows: (i) To provide facilities for and to promote interest on an amateur basis in the sports of cricket, football and such other amateur games, sports and activities as may from time to time be approved of by the Association. (ii) To form separate clubs (herein referred to as the “Constituent Clubs”) for the playing of such sports to be formed as soon as possible after the incorporation of this Association. (iii) To acquire the whole of such assets of the Haughton Cricket Club and football Club as the Association require (iv) To acquire land either by purchase or on lease at Church Eaton (v) To provide facilities where the youth of such villages as may from time to time be approved of by the Association may carry on unsupervised ad hoc games of such sports and in conformity with such rules and regulations as the Association may from time to time specify (vi) To accept gifts of equipment and/or funds or donations from any other individuals or bodies

A new sub-clause (vii) is required to read: (vii) to receive monies from the individual clubs and bodies who derive benefit from the Sports Field in order to pay the annual rent and charges due to the landlord, and any other periodic charges and costs relating to its duties. Any charges shall be apportioned in direct relation to their share of the rents.

The rents shall be reviewed in the year 2016/2017 and be set by an extraordinary meeting of the Council for this express purpose. These rents once agreed shall be maintained in force until such time as material changes occur in the pattern of letting of the grounds for any agreed purpose.

Clause 3, sub-clause(vi) (a) re ownership and maintenance of buildings

It is proposed that the ownership of buildings, structures etc on the site remain in the ownership of the Association, as has always been the case, but that the responsibility of maintenance and alterations and associated costs be held by the club who has primary use of the facility. In reality this is what has happened in the past but the Memorandum needs to reflect that.

The clause 3 (vi) (a) currently reads: The Association shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:- (a) To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings and erections

The clause 3 (vi) (a) should now read:

The Association shall have the following powers ….. etc (a) to purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights and privileges to construct additional buildings on the site. The day to day upkeep and maintenance of the buildings and structures shall be funded by the club that enjoys the primary use of them. In the case of areas in common use, e.g. the car park, the associated costs will be shared by the users of it.

ARTICLES OF THE ASSOCIATION (Rules of the Association)

Clause 7(a) & (b) re subscriptions

This clause covers subscriptions to the Association and entitlement to be officers of the Association. These members of the Council of Management should not in the future be required to pay subscriptions to the Association as well as to their clubs. Subscriptions to the Association would serve no purpose.

Clause 7 (a) and (b) currently read:

(a) Subscriptions All new members including the subscribers to the Memorandum of Association shall be required on the Application for Membership form herein before referred to to indicate whether they wish to become general members of the association or members also of one or more of the various Constituent Clubs and shall pay the general subscription and Constituent Club subscription if applicable before they are entitled to participate in any advantages of the Association. Subscriptions shall become due on the date decided by the Council in each year and shall be fixed at the preceding Annual General meeting. The amount of the first subscription to be paid by a new member joining during and distinct from at the beginning of the Association’s financial year shall be proportionate to the period off his or her membership during that year provided that in no case shall the first subscription of a new member be less than one quarter of the annual subscription.

(b) Unpaid subscriptions Any member whose subscription is unpaid two months after the due date shall not be entitled to any privileges of the Association until the subscription is paid. If the subscription is unpaid for three months membership shall lapse forthwith. Shoul the member afterwards wish to rejoin a fresh application in the normal manner for a new member shall be made.

It is proposed that the wording of clauses 7(a) and (b) be deleted in their entirety.

Clause 32 re Members of the Council of Management

It is felt appropriate to amend the list of officers of the Association and representation from clubs and interested bodies on the Council of Management, In order to reflect the current circumstances in which the Association operates. The proposed amended Clause 32 would require four directors who should be residents of Church Eaton Village having a keen desire to maintain the active sports field in the village, albeit not necessarily as an active member of one of the participating clubs. This would reflect the previous voting rights which were designed to maintain overall control of the Association within the village community, albeit with directors who may have come from outside. The previous appointment of Ground Secretary shall be removed from the Association’s Council and as the role is adopted by the Cricket Club.

Clause 32 currently reads: The members of the Council shall consist of a Chairman, Vice Chairman, Secretary, Treasurer, Ground Secretary, two persons resident in the Civil Parish of Church Eaton (all of whom with the exception of the Secretary and Treasurer shall be elected at the Annual General meeting) together with one person nominated by the Cricket Club, the Football Club, Bradley Endowed School Trust and together with two persons nominated by the Parish Council of Church Eaton, one person nominated by Bradley Parish Council who shall be hereinafter described as “Council Trustees” who shall be ex-officio members of the Council. All Council Trustees with the exception of the Council Trustee appointed by the (Association) Council shall hold office for the period determined by the bodies appointing them. The Council Trustee appointed by the (Association) Council shall hold office for one year only subject to the right of the Council to re-appoint. A member of the council shall not be obliged to retire on reaching any age. No co-opted member of the Council may vote. Each Council Trustee shall be entitled if he so desires to cast four votes on any matter whatsoever upon which he is required to vote. All other members of the Council shall have a single vote. In the event of any Council Trustee holding another office in addition to that of Council Trustee shall not be entitled to cast more than four votes.

The new clause 32 should read: The members of the Council shall consist of a chairman, vice-chairman, secretary, treasurer, all of whom shall be resident in the parish of Church Eaton. These persons shall be directors of the Association and be elected at the Annual General Meeting of the Association, or at an extraordinary general meeting called expressly for the purpose of election of new officers. The directors shall retire after a period of 3 years following, which they may normally stand for re-election.

In addition the Council will include persons nominated by the following bodies: One person from each of the Sports Clubs participating in Glebelands Association One person from the Church Eaton Village Institute Two persons from the Church Eaton Parish Council The above five nominated members shall be described as “Council Trustees” and shall be ex-officio members of the Association. All Council Trustees shall hold office for the period determined by the bodies appointing them.

The Council may at the discretion of the officers of the club co-opt another member for a specific reason or purpose but that person shall not enjoy voting rights.

Current Situation – October 2016

The present status of the Association is somewhat in disarray and requires urgent re-ordering. From the current fragmentation and series of resignations a completely new and sound management regime is required in order that the future of the Association and the field itself assured.

The sports field is an amazing asset for the beautiful village of Church Eaton and it has to be preserved for the enjoyment of all who use it and for the village itself. The current situation now threatens the future of the sports field and these threats must be put to rest at all costs. A new and effective management team is required at this time to deal with and eliminate these risks.

The sports field is land leased from the Lichfield Diocese for which an annual rent is payable. The Association was formed as a company limited by guarantee, to protect its directors, and It carries the responsibility of managing the field for the mutual benefit of all its users. The Association collects annual subscriptions from the sports clubs using the facilities and pays the rent to the diocese. As a limited company it requires directors and has statutory obligations to file company accounts and to hold annual and periodic meetings in accordance with the Articles. This is not an onerous or time consuming task as long as the Association is managed effectively.

History & Articles of Association

The Association came into being in 1979 primarily because the Haughton Cricket Club lost its own ground; Church Eaton had this valuable ground in its village which suited the purpose ideally. It was important to establish the rules by which the Haughton cricket club and other interested users of the field could co-exist and so the Association was formed.

The purpose of the Association were drawn up in the Memorandum of Association in 1979, and both the Memorandum and the Articles of Association were formulated and drawn up into a legally binding document. It places legal obligations on its directors and the Council of Management all as defined within the Articles. It is still current although it needs serious updating to conform to the present day situation.

The format of the council and the voting rights of its members was drawn up such that all interested parties were represented. Under the Articles the Council members comprised officers of the club who were directors, and nominated persons from all represented bodies who become ‘Council Trustees’. The Trustees are ex-officio members of the Council.

The council was to consist of 14 members: Chairman, Vice Chairman, Secretary, Treasurer, Ground Secretary, Two persons resident in the civil parish of Church Eaton One person nominated by the cricket club (plus two other clubs now extinct) Two persons nominated by the Parish Council One person nominated by the Bradley Parish Council One person nominated by the Council

Election procedures and tenures of office are laid down for each. The council may also co-opt members but they hold no voting rights.

The remaining articles of the Association comprise clauses which would be considered normal for this type of organization and are available for reference at any time. They are available for reference for use when exceptional circumstances arise.

Of the original seven ‘subscribers’ to the Memorandum and Articles of Association in 1979 none are currently active in the Association.

Recent History

There has been a reluctance on the part of a number of key individuals in the village to hold the office of Chairman for 8 years or so and a series of ‘acting chairman’ have held office in the interim period. The current holders of office have all tendered their resignation.

There are many Council Trustees who no longer live in the area, or who have been inactive or chosen to resign over the years. It is currently difficult to register all active participants at the present time.

There have been failures to log company accounts to Companies House by the due date and serious legal threats to individuals have arisen as a result, with resignations following.

A serious discrepancy has arisen with the bank account whereby we have mis-used the benefits of a charity account to which the Association is not entitled. The bank have accordingly discontinued our permitted use of the account although standing orders are we believe being honoured.

There is uncertainty at the present time as to who the current signatories to the bank account are.

Certain payments are due and the council are unable to make them due to these serious circumstances.

It is believed the last years accounts have been submitted ‘just in time’ but are now known to include some fundamental errors of basic accounting procedures.

The lease has been due for renewal and been under negotiation for 7/8 years. The fact this has not been concluded poses a serious threat to the future of the field as a sports ground, although certain safeguards are ‘believed’ to be in place. The situation is uncertain and needs urgent resolution to a firm conclusion

The Way Forward

An extraordinary meeting has been convened for 26th October 2016. A state of emergency has been expressed by a number of very interested members arising from all the events reported here.

Michael Faarup, a resident in the village since 1999 who has held a number of key offices within village organisations has been approached with a view to taking over the chair the Council of Management and tackling the pressing issues facing the Association. He is a person who is passionate about the successful future of the sports field and someone with business acumen who has managed his own successful company for 20 years. His property adjoins the sports field and very much appreciates all the recreational activities that take place there.

He has interviewed a number of the interested people to ascertain the true state of the Association and his findings are scheduled in the preceding paragraphs of this document. He is willing to stand for office and, with support from the members, will exercise due control and discipline within the Council to ensure the problems are resolved for the future wellbeing and prosperity of the Association, its constituent members and the sports field itself.

Having studied the Articles and become conversant with the current state of play an agenda has been formulated for the extraordinary meeting to encompass all the issues which need to be addressed. The current officers of the Association have been consulted about the agenda which is set out on the following page.

Comments or advice on any of the above issues from any interested party, or indeed notification of any other new but relevant issues requiring attention, are invited to be submitted to Michael before the meeting so that these may be properly addressed. It is important that no unwelcome surprises arise within the meeting.

If any other candidates wish to put themselves forward for chairman, with accompanying nominations, such expressions of interest should be presented to the present chairman or to Michael. They are working together in preparation for the meeting.

While Michael has spoken to some potential members who would be prepared to stand for office in one or other of the capacities any other person who would like to offer their services on the Council are invited to make themselves known to Michael now. The village comprises residents with a wide and varied range of skills and interests many of which would be enormously helpful in the management of the Association and its constituent clubs.

Michael intends that the new council should comprise a forward thinking group of persons holding genuine concerns to protect and safeguard this valuable community asset for the village. He wants to increase awareness of the Association and to integrate its club’s activities within the village more than is currently the case. He requires that all posts are filled with competent people so that the Association is well respected in the community and by the clubs that fall under its umbrella.

It is reported a number of recent meetings have not been held in accordance with the Articles of the Association and their validity is therefore in question. Michael has to date not had sight of the minutes. An Extraordinary meeting has been called for 26th October and the question of correct formal advance notification to members is not certain either. In the circumstances it is considered the meeting should be declared an Open meeting so that potential new members and officers of the Association may attend. The present chairman will open the meeting following which a new chairman will be appointed and he will preside over the remainder of the meeting. A draft Agenda is attached.

GLEBELANDS SPORTS ASSOCIATION EXTRAORDINARY GENERAL MEETING 26th October 2016 PROPOSED AGENDA

1) Introduction and Welcome

2) Apologies for absence

3) Current list of known Directors and Council Trustee members; their eligibility and availability for re-election, and resignations from Council

4) Election of new Chairman (who will preside over the remainder of the meeting)

4) Proposed re-drafting of certain Clauses in the Memorandum and the Articles of the Association 3 (vi) (a) re ownership and maintenance of buildings 3 (vii) re the Objects of the Association 7 (a) and (b) re subscriptions and entitlement to hold office 32 – ‘make-up’ of the council members

5) Presentation of last Accounts 6) Election of other Officers: Vice Chairman Secretary Treasurer 7) Current nominations from interested bodies: -encompassing the amended clauses 7 & 32 (if approved) One person nominated by the cricket club One person nominated by the tennis club One person nominated by the Village Institute two persons nominated by the Parish Council

8) The requirement of sub-lease documentation through which the flow of funds to the Association would be regularized.

9) Any Other Business

PROPOSED CHANGES TO THE MEMORANDUM & ARTICLES OF ASSOCIATION

In order to bring the membership of the Council and the Council responsibilities in line with the present day, acknowledging the Sports Field as an important village asset with appropriate village involvement, certain clauses in the original 1979 Memorandum and the Articles of the Association require to be altered and updated.

The following amendments are therefore proposed:

MEMORANDUM OF ASSOCIATION (Purpose of the Association)

Paragraph 3 The objects of the Company (Glebelands Sports Association Ltd)

The Association should not be involved in the day to day running and finances of the individual clubs who use the sports field. The Association should merely administer the field to ensure the users of the field may co-exist harmoniously together and enjoy such access and space to enjoy their activity. The Association should receive monies from all who enjoy the use of the space in order to pay the annual rent to the Diocese together with any costs arising from the normal course of that business.

A new sub-clause (vii) is required to read: 3. The objects for which the company is established are:- (i) to (vi) remain, plus: (vii) to receive monies from the individual clubs and bodies who derive benefit from the Sports Field in order to pay the annual rent and charges due to the landlord, and any other periodic charges and costs relating to its duties. Any charges shall be apportioned in direct relation to their share of the rents. The rents shall be reviewed in the year 2016/2017 and be set by an extraordinary meeting of the Council for this express purpose. These rents once agreed shall be maintained in force until such time as material changes occur in the pattern of letting of the grounds for any agreed purpose.

Clause 3, sub-clause(vi) (a) re ownership and maintenance of buildings

It is proposed that the ownership of buildings, structures etc on the site remain in the ownership of the Association, as has always been the case, but that the responsibility of maintenance and alterations and associated costs be transferred to the club who has primary use of the facility. In reality this is what has happened in the past but the Memorandum needs to reflect that. The clause 3 (vi) (a) should now read:

The Association shall have the powers of ownership, and to purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights and privileges to construct additional buildings on the site. The day to day upkeep and maintenance of the buildings and structures shall be funded by the club that enjoys the primary use of them. In the case of the car park the associated costs will be shared by the users of it.

ARTICLES OF THE ASSOCIATION (Rules of the Association)

Clause 7(a) & (b) re subscriptions

This clause covers subscriptions to the Association and entitlement to be officers of the Association. These members of the Council of Management should not in the future be required to pay subscriptions to the Association as well as to their clubs. Subscriptions to the Association would serve no purpose.

It is proposed that the clauses 7(a) and (b) be deleted in their entirety

Clause 32 re Members of the Council of Management

In order to reflect the current manner in which the Association operates it is appropriate to amend the list of officers of the Association and representation from clubs and interested bodies, on the Council of Management. The proposed amended Clause 32 requires four directors should be residents of Church Eaton Village having a keen desire to maintain the active sports field in the village, albeit not necessarily as an active member of one of the participating clubs. This would reflect the previous voting rights which were designed to maintain overall control of the Association within the village community, albeit with directors who may have come from outside. The previous appointment of Ground Secretary shall be removed from the Association’s Council and as the role is adopted by the Cricket Club.

The new clause 32 should read:

The members of the Council shall consist of a chairman, vice-chairman, secretary, treasurer, all of whom shall be resident in the village of Church Eaton. These persons shall be directors of the Association.

In addition the Council will include persons nominated by the following bodies: One person from the Church Eaton Cricket Club One person from the Church Eaton Tennis Club One person from the Church Eaton Village Institute Two persons from the Church Eaton Parish Council The above five nominated members shall be described as “Council Trustees” and shall be ex-officio members of the Association.

The Council may at the discretion of the officers of the club co-opt another member for a specific reason or purpose but that person shall not enjoy voting rights.