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See below a letter sent to John Hansson, Chairman of the GCCF from John Robinson, Chairman of Somerset Cat Club and Delegate for The West Country Cat Club.
The following documentation was sent, by email, to Mr Hansson on the 17th November 2009. It seemed only correct to extend Mr Hansson the courtesy of the opportunity to formulate his response, before placing this on the website.
Although the issue of Incorporation is not on the Agenda for the Council Meeting in February a Special Council Meeting has been called for 7th April for this purpose.
I am now therefore placing this before the Club Members (and other interested parties) for any comments they wish to provide before preparing proposals for the Special Council Meeting.
I will keep you informed of any further developments.
Comments please to:
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FAO Mr J Hansson, Chairman, GCCF
From: Mr John Robinson for & on behalf of the members of the Somerset Cat Club and the West Country Cat Club. This follows a Committee Meeting of the Somerset Cat Club and both a Committee Meeting and Annual General Meeting of the West Country Cat Club.
Mr Hansson,
At the last meeting of the Council of the GCCF, when the Incorporation of the GCCF was discussed and deferred, you requested that the documentation, relating to Incorporation, was placed before our clubs, prior to further discussion at the February meeting of Council.
This was done with the members raising the following issues and recommending that the following actions be taken
Issues Raised
(Incorporation Documentation)
The actual Incorporation Documents are incomplete/not accurate –
a) Together with the 2 x A4 sheets of amendments provided at the commencement of the Council meeting several points were raised by Delegates resulting in variations being agreed to the original documents. Therefore the documentation to be presented to Club Members is incomplete and not accurate.
b) The intervention of Mrs Goadby, re the 3 year rolling elections of Executive Members/Directors, showed that a least some of the terms of Incorporation had not been agreed by Executive. Therefore the documentation to be presented to Club Members is not accurate.
c) Discussions with more than 1 executive member yielded the information that they had misunderstood the action taken in August to proceed with actual Incorporation. Should they have failed to understand the ramifications of this action (together with item1b). this casts doubts on the accuracy of the ‘unified’ presentation inferred. Therefore the documentation to be presented to Club Members may not be accurate.
(Incorporation – the need for’)
Incorporation is not an immediate requirement for the GCCF but its high profile has obscured the more pressing need to radically improve our management logistics. -
The threat of Insolvency was raised at the June Meeting of Council and required a variety of fee increases to nullify this danger. These Fee increases, with additions, were voted through by the members of Council. The Financial Statements presented to Council in October strongly indicated (due mainly to cost savings) that the current financial status is no longer ‘dire’.
When considering the possibility of impending Insolvency the value of the Bridgewater property and the pledges of donations from a variety of Clubs seem to have been somehow ‘lost’. GCCF can be seen to easily have available, if required, sums well in excess of £300,000
The threat of third party litigation was not seen as a realistic proposition as the financial wellbeing of the company concerned requires a financially healthy and stable GCCF, but this threat continues to be wielded, by Executive, like a club.
The request, from an Oriental Club, for rolling Business Plans, has been on the table for some considerable time but no action can be seen to have been taken.
The various suggestions with regard to identifying specific roles and terms of reference for Executive Members/Directors, Aims and Objectives/Mission Statements and many others, some of which have also been on the table for some considerable time, also fall into the category of no action can be seen to have been taken.
The main, and it would appear, only reason for Incorporation given, both in print and verbally at public meetings, was to protect both the members of Executive and the constituent clubs from the financial liabilities of insolvency. Advice given believes that the Office of The Official Receiver may well regard Incorporation to deliberately avoid the debts accrued at Insolvency as rendering those persons instigating Incorporation individually and jointly liable for these debts. This may include the constituent clubs as they would have voted for this action being aware of the reason for doing so.
Therefore the members believe that the failure to address managerial improvements is a more pressing issue than Incorporation and should be addressed immediately.
They also feel that Incorporation merely to avoid debt would be inadvisable.
Additional Issues
Concern was expressed at the inclusion in the Incorporation documentation of sections which appeared to increase the areas of Authority of Executive/Directors at the expense of those of Council.
It was also felt that the recent letter from the Chairman on the GCCF website contained many inflammatory and derogatory statements. There are many delegates who care deeply for the GCCF and its future but feel the way forward is not necessarily best served by the route currently been taken by Executive. They feel personally insulted by the remarks and believe it to be unwarranted and deeply divisive.
Actions Recommended
The members request that the Executive of the GCCF agree to undertake the following actions. If these were undertaken without recourse to their being submitted as proposals to the next Council Meeting this would be seen by many as a positive step forward and should help allay further divisiveness and acrimony.
1) The case for Incorporation be fully discussed and agreed by the full Council before any discussion takes place on the actual logistics of Incorporation.
2) The Clubs are supplied with fully amended Articles of Incorporation as they will be presented to Council and that these same documents be supplied to all the constituent clubs of Council. The time scale for the supply of these documents be kept as short as possible (procrastination being the thief etc)
3) On submission of the Articles, to Council, no further amendments are presented. Should further amendments be required these are presented to the constituent clubs before the Council Meeting with a sufficient timescale allowed for presentation to their membership.
4) The documents are accompanied by confirmation that they have been agreed in their entirety by all members of Executive.
5) Agreement is given that as and when the Articles of Incorporation are presented to Council for discussion no limit is placed on the time available and that the members of Council will be able to debate each clause, section and subsection that they feel pertinent.
6) Executive present to Council draft Business Plans etc or their actions taken to achieve these at the next Council Meeting.
7) That the Executive seek the inclusion, in the formulation of Business Plans etc, of the expertise available to them from the Delegates of the constituent clubs.
8) The Financial Statements presented to the February Council Meeting include projections for at least the next 2 years and include the Supreme.
ADDENDUM
Although no items in the Agenda for Council in February are related to the issue of Incorporation it should be carefully noted that:
a) The minutes of Executive show that a great deal of time was allocated to Incorporation but that no items appear to relate to increasing income or reducing expenditure.
b) A special Executive meeting was arranged in January for the sole purpose of discussing Incorporation.
c) The minutes of Executive show that the Articles of Incorporation are to be placed before the GCCF appointed Solicitors prior to their being placed before Council.
d) The Special Council Meeting in April is only for the purpose of discussing Incorporation.
All of the above mean that the GCCF are incurring escalating costs with regard to Incorporation when the GCCF itself is having to exercise great financial restraint, merely to survive. The issue of Incorporation surfaced only when it appeared that the GCCF was at risk of becoming insolvent and at that time was the only reason for investigating it as a possible solution. Currently it is creating a rapidly increasing cost consequence to the GCCF and yet at no time in any of the documentation relating to Incorporation has any possible cost saving or revenue increase been clearly identified.
These various expenditures and the actions of Executive with regard to Incorporation have taken place without any mandate from Council. No vote has ever been taken to agree to Incorporation.
I look forward to your views with interest.
John Robinson
Chairman – Somerset Cat Club
GCCF Delegate – West Country Cat Club
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