Minutes of 2021 AGM

Minutes of The Twentienth Annual General Meeting of CUOSC held online via Zoom on Sunday July 25 2021

Board/Officers Attendance Apologies/ Absent
Frank Beattie* (Chair) Nigel Davidson* (Vice-Chair) Alastair Woodcock (Secretary) Norman Steel* Jack Oddie* Kyle Sproat* Jim Mitchell* Billy Atkinson* Carol Wilson* Malcolm Nugent* Mark Middling*
Peter Harrington (Treasurer)
All Board members marked with an asterisk Other officers as indicated
Other Members attending: Eric Corrie, Richard Mullen, Dan Maclennan, John Kukuc, Karen Atkinson, Barbara Abbott, Simon Clarkson, Sandra Steel, Damien Steel, Ian Wilson, Paul Atkinson, Gwen Atkinson, Peter Oddie, John Nixon, David Brown

Resolutions:

1. To receive the reports of the Society’s board and the audited financial statements for the period ending 31st January 2021.

2. To elect to the Board of the Society

Frank Beattie (Membership No. 84)

Mark Middling (Membership No. 2456)

3. It is hereby resolved that subject to the provisions of section 84 of the 2014 Co-operative and Community Benefit Societies Act, the members of the Society shall not require an audit for the accounts covering the current financial year ending on 31 January, 2022 when they are presented to the next AGM held in 2022.

NOTE: An independent financial examination shall be undertaken in its place.

4. To authorise the Society Board to fix the remuneration of the auditors.

NOTE: Although the Society would not ordinarily be required to hold a full audit, as per resolution 3, the examination of the accounts still requires qualified auditors

Votes that had come in via post, in person or electronically before the date of the AGM had been counted and checked in advance. No voting was permitted on the day.

Results of the ballot:

Resolution 1:

For 45 Against 2 Abstained 0

Resolution 2:

To elect Frank Beattie – For 40 Against 7 Abstained 0

To elect Mark Middling – For 40 Against 5 Abstained 2

Resolution 3

For 44 Against 2 Abstained 1

Resolution 4

For 45 Against 2 Abstained 0

All resolutions carried.

There being no further business, the formal part of the meeting was closed.

A question & answer session followed.

Notes from this session:

Billy Atkinson’s update – from the boardroom

Succession – not much movement since CUOSC’s statement issued on May 23. Read out prepared statement.

CUOSC only to agree to dilution once proper change of control has taken place

Need commitment to funding and investment, plus openness and transparency. Want to maintain high placing in engagement index. Refers to govt review into football. Says independent regulator likely to come in. More stringent tests likely for future owners. Interim report accepts fan reps struggle to influence boards. CUOSC not willing to play Russian roulette with the club’s future. Discussions over next few weeks should bring conclusion to two years of succession and debt issues.

Richard Mullen question – Does Billy know about Plan A or Plan B referred to by John Nixon?

Answer: Plan B can go nowhere until Plan A is settled. Discussions have to take place. There was a change to the original succession plan, and CUOSC opposed this change. We need clarity on any further changes.

John Kukuc question – Asked for clarification when last money was received from EWM by the club?

Answer: Billy not sure of exact date when last input came. Believed to be May 2019.

Simon Clarkson question – Board make decision on dilution? Can anything be done to bring that process back to members?

Answer: Alastair Woodcock explanation on board powers. Board can make most decisions without consulting members. Possibility of an asset lock for next rules update – from FSA. Jim Mitchell reminds debt to PP is repayable on demand.

Norman Steel comment – always advisable to go to membership on any matter of dilution unless there are extenuating circumstances. Frank Beattie – welfare of football club has to come first.

John Kukuc – says he didn’t resign as CUOSC Chair because he was ‘against’ EWM.

Richard Mullen – asked about whether CUOSC want EWM as successors? Wants each board member to answer? Individual board members won’t answer and not fair to ask them because board operate on consensual position. Billy Atkinson – assures any decision will be in best interests of CUFC.

Fair Game

Nigel Davidson summarised work done to date. Mark advises to visit Fair game website @ fairgameuk.org . Has worked on improving financial reporting. Nigel working on EDI issues. A new EDI index to come in for football clubs. Pushing for reporting process improvements.

John Kukuc question – has read Tracy Crouch letter. Says there is no consensus on fan reps. Fan elected directors facing difficulties. Did CUOSC contribute info to that?

Answer: Mark Middling said CUOSC didn’t contribute to that part. We have a good working relationship with our Board. Not in many other cases. Says we are on the better side of that review. John Nixon has admitted that the Holdings board has to answer questions they haven’t had to answer before. Some members may not want us there but others are happy we are there. Billy Atkinson- ‘if I thought I was a ‘lame duck’ I wouldn’t be there’.

John Kukuc – is fan engagement visible? Does it create difficulties? Not as ‘transparent’ as it can be?

Billy Atkinson answer: 1921 board more transparent. Holdings board not as transparent as it could be but he wants it to become more so (and others agree). He says CUSG widens out fan engagement but not sure it works as well as it can. He says he was invited on to the Board of Holdings due to pressure from supporters.

Dan Maclennan question – asks if AFC Wimbledon began the Fair Game project?

Mark Middling confirms they did.

Manifesto/ questionnaire

Mark Middling explains the rationale behind this. Canvass fans views leading into government review. Improve CUOSC’s ability to represent fans’ views. Also to state our values in a number of areas. Drafted manifesto and mission statement already. Decided to put together a proper survey to bring fans’ views into the process directly. What does a good football club and fans’ trust look like?

Richard Mullen question – had asked question online ‘is Trust fit for purpose?’. Very few reckoned we were ‘fit for purpose’. Read out comments. Too secretive? Aloof and arrogant? Support from Cambridge Utd fan. Constitution changed – board members can stay longer than 12 years (note: this was done in 2013 via a member vote at the AGM).

Nigel Davidson response – defends Trust. Says 5 year plan had some successes. Questions if 18 people’s views on a messageboard are representative of the wider fanbase? People haven’t said specifically why the Trust is not fit for purpose.

Kyle Sproat says there is a desire to broaden appeal and bring in different people. Says Billy/Jim always want to put more stuff out in public. Desire to bring more openness.

Mark Middling says no hope of fans taking control of club. Says key areas of the club need to be improved. Fans are best way of doing this. Mark said that CUOSC need to communicate better, to represent fans’ better and to define our purpose more succinctly.

Richard Mullen appreciates answers given by Mark.

David Brown question – how many replies do we need to get good representation of all CUFC fans (estimates 7-8k total United fans)?

Answer from Mark Middling – says 700-800 responses would be very good but thinks 5% (300-400) is the usual response rate.

Richard Mullen says members meetings are needed. wants more regular meetings. reckons this would stop him asking so many questions.

Mark Middling – says questionnaire will be long but we need to do the fans’ views justice. It is comprehensive.

Engagement – Kyle Sproat

In early stages. New ways to engage being looked at. Using a variety of different ways to get questions and to get answers. Draft produced last week and working group to report back to the Board. Will feed into slicker engagement policy.

EDI & MCMS – Nigel Davidson

My Club My Shirt photo exhibition. Going on in background for some weeks. FSA/Fans For Diversity joint project. Says make-up of Carlisle & Cumbria community has changed in recent years (from 97% white). We are less diverse than many areas of the country. Spoken to one individual who didn’t feel welcome at the football club. Wanted an invite? Everything is in English at Brunton Park. Projects completed at Cardiff/Wimbledon/Bristol R already. Tullie House keen to host it. Get involved via email contact or come into supporter surgeries.

Frank invites final open Q&A session

Eric Corrie – talks of apathy/antipathy towards Trust. Membership was given with season tickets and asks how many remained members? Alastair Woodcock says 60 or so remained as members when asked to pay. He says he saw this as 60 new members gained rather than a lot more lost (as they were not paying members).

Billy Atkinson talks about relations with Fred Story but says arguments with him were always a big issue. Fed into negativity. This has carried over a bit.

John Kukuc – mentions ‘close association’ between club and CUOSC. Tarred with brush and not seen as vehicle for change? Says he’d be happy if within a few weeks the current succession issue was drawn to a conclusion.

Billy Atkinson talks about school governors being a ‘critical friend’ of the school and says CUOSC has a similar role. We are there to be critical friends not enemies. John Kukuc says perception is different.

Mark Middling talks about the time it has taken to sort out succession issues. Compares to Rochdale/Swindon situations. Says Carlisle geographical location counts against us when it comes to international/national owners. He says right sort of owner would want fans in the boardroom.

Dave Brown – concerned that Billy said CUOSC would not be main fundraising group for the supporters. Need more than £13k. Norwich City fans canvassed 100k people to help raise funds. 25k people with an interest in the club. Billy says Nigel Clibbens sees CUSG as the main vehicle for fundraising. Dave Brown suggests only ‘active’ people in CUSG are London Branch and Messageboard. Should be ‘central’ supporters’ club for Cumbria.

Nigel Davidson – CUOSC rebranded in 2015 to become that supporters club identity. Things changed since then?

Dave Brown says we should be raising significant funds capable of running club. Warns of danger of PP/EWM ‘pulling plug’ and need to have a war chest of cash. He doesn’t think that the groups within CUSG are broad enough to fill the fundraising role.

Mark Middling comment – we would need £625 each from 8k people. Is that realistic over a 5 year period?

Dave Brown – question about supporters club function/fundraising should be asked within questionnaire.

-End of meeting-

Frank Beattie thanked all members for their attendance and questions.

Summary of voting:

Members at time of AGM: 436

Members eligible to vote at the AGM: 416

Votes cast by post : 3

Votes cast electronically: 44

Votes cast at the AGM: 0

Spoilt ballot papers: 0

Date & venue of the Twenty-First Annual General Meeting : To Be Announced