Notice is hereby given that our Annual General Meeting (AGM) will be held at 18.00 on 25th April 2023, by Zoom.

This will be an important meeting for reasons explained below.  Therefore please attend if you can or participate by providing a proxy vote to the Secretary.  Please let Wendy know immediately which you will be doing; chandler265@btinternet.com   Arrangements for proxy voting will be circulated separately.

At a recent Committee meeting I informed the Committee that I am not willing to continue as Chair.  Colin Maggs and Wendy Chandler similarly indicated that they are no longer willing to continue as Treasurer and Secretary respectively.  We therefore have vacancies for our three mandatory Officer positions.  None of the current Committee is willing to be nominated for these roles.  Therefore if the Club is to continue others must step forward.

Continuation of the Club was discussed by the Committee in great detail.  The generally low participation in the Tuesday online sessions has led the Committee to consider merging with another club or winding the club up. We have rarely exceeded five tables and often have only three or four, which doesn’t give a very satisfactory experience for those members who take part.  Even as an online Club there is considerable work behind the scenes to keep things running.

Our Constitution has a clause dealing with Winding-up, and this is included below for reference.  It basically envisages 2 scenarios;  merger with another Club or closure with assets being transferred to EBU and/or SCBA and/or Charity.   Winding up can only occur with the support of over 50% of those entitled to vote.  That means we would require 30 or more votes in favour of winding up.

The Club currently has cash of almost £5.400, plus our equipment, mainly comprising our dealing machine, bridgemates, laptop, boards, bidding boxes, playing cards, books etc.

The Committee therefore discussed an alternative approach whereby equipment is sold and cash distributed to members prior to commencement of any winding up.  There is no explicit power within the Constitution to dispose of assets other than on winding up, but equally nothing to prevent the Club doing so.  However to avoid any ambiguity a change to the Constitution is proposed.  Changes to the Constitution require that at least 2/3 of votes cast at the AGM are in favour of the change.  Quorum for the AGM is 15 members attending in person or by proxy.

It is intended that 4 motions will be presented to the AGM, in addition to the normal business of the meeting.  These are set out below.  Each motion will be voted on separately so that, for example:

• a vote in favour of motion 1 does not mean that any other motions are approved
• motion 4 can be supported without the need to support any of the other motions

If all motions are carried:

• It is envisaged that the new authority under clause 7 (disposal of assets) will be exercised before the new authority under clause 17 (merger or winding up)
• Colin, Wendy and I are happy to be nominated to continue in our respective roles to oversee the orderly winding up of the Club.  

It does follow, however, that anyone minded to not support these motions will need to find other nominees for these roles.  Otherwise a crisis will be precipitated.

We appreciate that there is much to absorb in this message.  Anyone with any comments or queries please do get in touch as soon as possible.  If there is sufficient demand for it, we can arrange an informal discussion regarding the proposals ahead of the formal meeting.

Anyone wishing to make alternative proposals to be discussed at the meeting, or to make nominations for any of the Officer or Committee positions, should do so in writing to Wendy no later than 18th April - [email protected] 

We look forward to hearing from you.

Best wishes

Joan

Motions to be presented to AGM

1.  To amend the Constitution to permit disposal of assets ahead of formal winding up. This will be effected by the introduction of an additional clause to section 7 of the Constitution, to empower the Committee to dispose of assets which are surplus to operational requirements, in accordance with directions made at any General Meeting of the Club.

2.  Subject to approval of Motion 1, the Committee is authorised to dispose of physical assets on reasonable terms.  Discussions have been held with Haslemere Bridge Club who are willing to acquire certain assets on the terms set out below, but the authorisation refers to all physical assets:

• Bridgemates equipment, including carrying case and laptop for a total of £500
• Dealing machine and associated equipment, including boards and playing cards for an total of £1,000

3.  Subject to approval of Motion 1, the Committee is authorised to disburse surplus cash to current members.  

• The initial disbursement would be the refund of 80% of sums paid by those current members by way of subscriptions or fees between 1st April 2020 and 31st March 2023, adjusted for any deficit in their player account, subject to a minimum payment of £5.  This will cost c£4,500
• A subsequent disbursement may be made in direct proportion to the amount paid in the initial disbursement, subject to a minimum retention by the Club sufficient to satisfy 150% of all foreseeable operational requirements during the 2023/24 financial year

4.  The Committee is authorised to commence negotiations to merge with another Club, but if these negotiations do not produce any results within a 3 month period, to proceed to a winding up of the Club in accordance with  Clause 17.

Extract from BDBC Constitution below - the full Constitution is available on our website -

https://www.busbridgebridge.org.uk/TinyFileManager/resources/files/18///Documents/bdbc%20constitution%20%2019%20apr%202011.pdf

17. WindingUp

1. 17.1.  In order for a resolution that the club shall be wound up to have effect at least two thirds of the votes cast on the resolution must be in favour, and in addition the number of votes cast in favour of the resolution must exceed one half of the number of members of the club entitled to attend and vote at the General Meeting at which the resolution is put.

2. 17.2.  If a resolution that the club shall be wound up is effectively passed, the committee shall be responsible for winding up the affairs of the club, and unless the winding up has been initiated with a view to amalgamating the club with some other club (in which case any surplus assets and funds may be transferred to such other club), any surplus assets and funds shall be transferred to such of the organisations mentioned in clause 17.3 as may be specified in the resolution initiating the winding up, and if no such organisation is so specified, to such of those organisations as the committee may think fit.

3. 17.3.  The organisations referred to in clause 17.2 are The English Bridge Union; The Surrey County Bridge Association; and any Registered or recognised charitable body.