2010 AGM - Judo Scotland

JudoScotland
Annual General Meeting: 2010
12th June 2010
DRAFT
Notes of the Annual General Meeting of JudoScotland Limited, held at the
Edinburgh International Climbing Arena, South Platt Hill, Newbridge, Ratho,
Edinburgh, Saturday 12 th June 2010.
Present: Mr J Feenan (Chairman/Carnegie); Mr G Holling (Board Member/Osaka Kwai); Mr R
Sneddon (Board Member/Kanokwai); Mr R Saez (Board Member/Bellahouston); Mr N
Malone (Hibari-Kan); Mr A Winks; Mr J Buchanan (Sportif); Mr G Campbell (Board
Member/Glasgow University); Mr J Hunt (Focus); Mr B Berry MBE (Aberdeen); Mrs M
Feenan (Carnegie); Mr J Imrie (Jidel); Mrs J Imrie (Jidel); Mr G Kerr (Junior Judo); Mr T
Renwicks (Kanokwai); Mr S Delaney (Linlithgow); Mr B Cusack (Edinburgh Club); Miss S
Clark; Mr T Cameron (Linlithgow and Broxburn); Mr J Watt (Glasgow JC); Mr T Brown
(Milton Judo Club); Mr A Malcolm (Edinburgh Bushido); Mr J Sneddon (Edinburgh
Bushido); Mr J Weir (Bellshill YMCA); Mr R Thomson (Whitburn); Mr G Gardiner (Azami
Falkirk); Mr S Blair (Dynamic Judo); Mr D Sneddon (Glenrothes); Mr M Preston
(Destination Judo); Mr J Barrington (Lasswade); Mr J McQuade (Sen-I); Mr R Thomas;
Mr I Grant (Hamilton); P. Gardiner (Sportif Judo); Mrs J Graham (Kyu Shin Kwai); G.
Edwards (Premier Judo); G. Graham (Kyu Shin Kwai); Mr R Kenney; Mr David Hewitson
(SJCA); Mr Duncan Hewitson (SJCA); Mr J Harris (Bellshill YMCA); Mr J Callaghan (West
Calder).
In Attendance: Douglas Bryce; Julia Shearer; Siobhan Greer; Tony Penfold; Mark Mateer; Sarah Carr;
Frania Gillen-Buchert (all JudoScotland); Barry Fleeting (sportscotland).
Welcome and Apologies
1. The Chairman welcomed everyone to the 2010 Annual General Meeting (AGM) and reported that
there had been no apologies received.
2. The Chairman then asked that a one minute silence be observed for sad losses within the Judo
community within the last year, in particular Mr John Adams (Honorary President), Jessie Hutcheon
(Stonehaven Judo Club) and Mr Tommy Brown (Milton Judo Club).
3. The Chairman advised that following the registration process, the AGM was quorate with 26 Member
Clubs present.
Minutes of the Annual General Meeting of 2 nd June 2009
4. These were proposed by Mr T Brown (Milton) and seconded by Mr A Malcolm (Edinburgh Bushido).
Chairman’s Report
5. The Chair explained that the primary purpose of the Annual General Meeting (AGM) was to give a
review of the business through to 31 December 2009.
6. The Chair outlined that there would be a plenary session following the formal AGM as in previous
years, giving attendees the opportunity to ask questions of the Board on other matters not normally
raised within an AGM.
Annual Report for 2009
7. The Chair referred the AGM to his review within the Annual Report, but wished to take the
opportunity of highlighting some specific points/areas.
Annual Accounts
8. The Chair reflected positively on the turnover figure in the annual accounts and the significant
increase of this against previous years. The Chair noted that the turnover figure was also attained

whilst not increasing membership subscriptions or grading fees. This figure enhanced the
Company’s reserves, which to date had been somewhat lacking.
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9. The Chair also reflected on a particularly positive meeting between representatives from
JudoScotland and the sportscotland Board of Directors earlier that year. JudoScotland had been
only the fourth Scottish sport to be invited to present directly to sportscotland’s Board members and
to engage in a question and answer session. Feedback from this meeting had been very good.
Corporate Governance
10. The corporate governance surrounding the organisation and its activities continued to strengthen
further and the Chair highlighted the work being done by the ‘Finance and Audit Group’, chaired by
the Treasurer and working underneath and supporting the Board. The Chair firmly believed that this
focus on governance had impacted positively on increased levels of investment from sportscotland in
2010.
Communications
11. With respect to improved communications, the Chair referred to the new JudoScotland website being
launched that very day. This launch was not viewed as the end of the web-project, but rather only
the beginning, with further development work already planned to improve this area of communication
further.
12. Although communications via the website was a major opportunity for the future, the Chair noted the
positive feedback from distribution of the Koka Kids magazine to our under 13 year old membership.
Performance
13. The Chair wished to congratulate both Sarah Clark and Euan Burton on their medal-winning
performances in 2010 and reflected that JudoScotland supported-players were punching significantly
above their weight in terms of other sports within Scotland and also in relation to the BJA.
Grading Review
14. Finally, the Chair wished to extend congratulations to all those who had been involved in the
JudoScotland grading review. There had generally been very positive feedback to the developed
proposals, although there was also a recognition that implementing the revised grading syllabus may
also throw up some further challenges. It was for this very reason that implementation reviews had
already been identified as part of the roll-out process.
15. The Chair commended the Annual Report to the AGM.
Annual Accounts
16. Mr Graham Campbell (Treasurer) had great pleasure in presenting the accounts for the year end
(2009), reflecting a surplus of £60,000 which was higher than originally budgeted, but largely due to
write backs from the previous financial year.
17. In particular, the Treasurer wished to stress that in the current economic climate, cash generation
would be a priority with a view to building up reserves.
18. The Treasurer also reflected that Scottish Governing Bodies were under more pressure than ever
before, to be able to stand financially on their own feet.
19. The Annual Accounts to 31 December 2009 were proposed by Mr J Watt (Glasgow) and seconded
by Mr G Holling (Osaka Kwai).
Appointment of Auditors:
20. In line with good corporate governance, the Treasurer wished the AGM to consider the reappointment
of G.S. Roberts & Co. as auditors for the forthcoming year.
21. This was proposed by Mr T Brown (Milton Judo Club) and seconded by Mr B Berry (Aberdeen).
Special Resolution: Articles of Association
22. The Treasurer introduced the reasoning behind the recent review of the Company’s Articles of
Association, firstly as an example of good corporate governance, but primarily to ensure that the
Articles adhere to recent changes around company law.
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23. The Treasurer then outlined the changes of a significant nature to the AGM, prior to requesting that
the AGM consider the Resolution.
24. Mr N Malone (Hibari Kan) intimated that he would prefer to hear the opinions of members before
moving to an endorsement of any new changes that day. Mr Malone (Hibari Kan) did not believe that
there were any major issues, but there were some areas that might require further update.
25. Mr Malone suggested all that might be required was some explanation on some of the changes/
updates, rather than a full debate.
26. There then followed some wide-ranging debate around some specific areas of the draft Articles of
Association:
Company Voting Members
27. The Treasurer outlined the current voting situation with regards to the ‘A’ Club and ‘B’ Club concept
within Scotland. The draft Articles looked towards continuing this scenario.
28. Although a number of comments and observations were made, there appeared to be general
agreement by the meeting over continuing the current status of voting members of the Company.
Number of Directors
29. A number of viewpoints were proposed with regards to the number of Directors sitting on the Board.
It was agreed that the Board would reflect upon the comments made and bring back proposals to the
membership.
30. It was agreed that the full voting membership – including those not present at the AGM – should be
contacted to elicit their views on this particular issue.
31. Mr Holling queried the voting references within the draft document, in relation to the Chairman’s vote
and whether this was an ordinary Director’s vote, a casting vote, or whether the Chairman had in fact
two votes.
CEO as a Voting Board Member
32. Mr Holling (Osaka Kwai) believed that there was no reason why the CEO should have a vote. The
Treasurer responded by outlining that Mr Holling had not raised any objections at the Board with
regards to this previously and indeed had approved this item at a previous Board meeting.
33. Mr Watt proposed that as the CEO is not elected by the membership, the CEO should not have a
vote. Furthermore, Mr Grainger believed that allowing the CEO a vote, constituted a conflict of
interest.
34. It was generally felt that this particular item was an issue for the membership. It was agreed that the
full voting membership – including those not present at the AGM – should be contacted to elicit their
views on this particular issue.
35. Mr Imrie (Jidel West Calder Judo Club) felt that the vast majority of the proposals within the draft
document were good and believed that the CEO vote was not that contentious an issue.
Tenure of Directors: To Hold Office for Maximum Number of Years
36. The Treasurer referred to current business practice whereby it was common for Directors to retire
after a stipulated period on a Board.
37. Mr G Kerr (George Kerr Junior Judo Club) agreed with the Treasurer.
38. The Treasurer alluded to the fact that the revised documentation was fairly substantial to go through
line by line. He further reinforced the fact that the document had been reviewed by the Board and its
legal advisors on a number of occasions already.
39. The Treasurer admitted that the likelihood of reaching a document where everyone was in total
agreement was probably slim – although the document presented did represent a significant
improvement on the current Articles.
40. Mr Holling believed that there were only two contentious parts: point 3.21 and 3.2.3. Perhaps if these
were to be removed, this may open up the AGM to adopt the remaining points.
41. The Treasurer referred to the now legal requirement to allow proxy voting and therefore by only now
being selective in what would be proposed to the AGM, we would be removing the legal right of
proxy voting for some Club members.
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42. The Chairman summarised that the two most contentious issues for those present appeared to be
with regards to the Articles’ provisions for the CEO and tenure for Directors. Mr Malone restated that
perhaps only some clarification was required with regard to these two specific issues.
General Discussion
43. Mr D Hewitson (SJC Alba) felt strongly that there was work still to be done and that the Resolution
should not go through today. Mr Hewitson felt that a Special General Meeting (SGM) was required
to progress this project further.
44. The Chair agreed that the Special Resolution either needed to be accepted or rejected outright. The
Chair outlined that to date the meeting had received five proxy votes in favour of the proposed
Resolution.
45. Mr D Hewitson (SJC Alba) asked with regards to voting thresholds. Mr Hewitson enquired as to
whether a simple majority was required to determine the outcome. Mr Hewitson was of the belief that
the Articles required a two-thirds majority. After referring to the current Articles, the Chairman
confirmed that the Articles did not stipulate a specific threshold for Special Resolutions.
46. The Chairman outlined that should the AGM not approve the Resolution, then the Board will have to
review further the proposed Articles, again consulting with member Clubs prior to finally bringing
forward any revisions to a Special or Annual General Meeting.
47. Mr Malone (Hibari Kan) did believe that the presented draft articles were not far from being ideal,
with only a few anomalies and/or grounds for further clarification.
48. Mr Holling highlighted his belief that the packaging of the proposed changes was contentious. The
Treasurer responded that all the issues and the draft Articles had been raised at the Board, when Mr
Holling had been a Board member.
49. To conclude the discussion on this point, the Chairman asked for a vote on the Special Resolution
regarding the draft, revised Articles of Association as originally proposed:
“That the existing Articles of Association of the Company be deleted and the regulations produced to
the meeting and for identification purposes signed by one of the directors (the “New Articles of
Association”) be and hereby adopted as the new Articles of the Company with immediate effect.”
a. Votes FOR the Special Resolution were counted as 15 (9 votes from AGM and 5 proxy
votes).
b. Votes AGAINST the Special Resolution were counted as 16 (all from AGM).
50. The Chairman summarised that the Special Resolution was formally rejected by AGM and that the
Board will consider the points raised during the discussions at the next Board meeting. The Chair
further acknowledged to bring the draft Articles back to the membership in advance of either a SGM
or AGM.
51. Mr D Reilly wished it noted that the debate with regard to the draft Articles and in particular the
proposed CEO voting rights, was not a reflection on the current CEO. Mr Reilly also wished to
compliment the AGM with regard to a mature discussion and decision on a very complex area.
Appointment of Directors
52. The Chairman referred to the previously advertised Board positions and informed the AGM that only
one nomination had been received for the post of Treasurer and therefore Mr Graham Campbell was
elected unopposed.
53. The remaining three non-Executive Director positions would be filled by:
Mr Thomas Brown, Milton Judo Club: 25 votes;
Miss Sarah Clark, The Edinburgh Judo Club: 19 votes and;
Mr Marc Preston, Destination Judo: 18 votes.
54. The Chairman also wished to thank those outgoing Board members for their work and support: Mr
Graham Holling and Mr John Watt (co-opted Director).
Special Appointment
55. The Treasurer reflected on the recent sad passing of Mr John Adams (JudoScotland Honorary
President) and also the guidance contained within the current Articles of Association.
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56. The Treasurer outlined that there was now a vacancy as Honorary President of JudoScotland, which
the Board had reflected upon and now wished to propose Mr George Kerr (10 th Dan) to the AGM for
its consideration and ratification.
57. The AGM ratified the proposal by the Board of Mr George Kerr, 10 th Dan as its new Honorary
President.
58. Mr Kerr took the floor and addressed the AGM. He appreciated that things were moving forward
positively at a great pace within Scotland in contrast to other areas of the United Kingdom.
59. He had understood and appreciated the myriad of issues surrounding the earlier debate around the
revised Articles and reflected on some very positives moves, both in the proposals by the Board and
also the general discussion by the meeting.
60. Mr Kerr thanked the AGM and those present for their support and finished by welcoming the newly
elected Directors.
Closing Remarks
61. The Chairman reflected that JudoScotland was in a healthy position at the current time and was
looking forward to concentrating on the future successes of the Company.
62. The Chairman wished to thank the commitment of both the Board and professional staff, along with
every Club and volunteer who had assisted in driving the business forward over the last 12 months.
63. The Chairman wished all those present a safe journey home.
The Annual General Meeting Closed 1530 Hours.
JudoScotland Limited Annual General Meeting 2010: Draft Minutes