CFSS BOARD MINUTES
Minutes of Extraordinary Meeting
Held on Wednesday 13th December 2006
Present - David Bowler, Ian Browes, Margaret Cook, John Croot, Philip Taylor, Peter Whiteley, Roy Willett and Chris Young
Apologies for Absence - An apology for absence was received from Anthony Heywood
Due to the resignation of the Chairman Philip Taylor chaired the meeting.
Approval of Minutes - Approval of Minutes from the previous meeting to be dealt with at a subsequent meeting.
This meeting had been called to discuss the proposals put forward by the Football Club Board.
After a lengthy discussion it was agreed, in principle, to accept these proposals, one of which was that the Society should step down as majority shareholder of the Football Club. This meant that the shares held by the Society would be reduced to 250,000. The remainder of the shares would be distributed amongst the Society's members. Shares to be awarded to members as at 1st December 2006. It was proposed by Peter Whitely and seconded by Roy Willett that the shares be distributed to fans as soon as practical after their agreement. Members should be allowed to vote on this proposal. The proposal would mean that CFSS would hand over the running of the Football Club to CFC. CFSS can no longer afford to continue to be the majority shareholder as it does not have the finance or enough members. It was suggested that the Football Club be asked to put out a statement supporting this move.
The Society's constitution needs to be checked to see if we could give the shares to members without them gaining financially. The constitution may have to be changed regarding number of shares held. It was suggested that the word 'majority' should be changed to 'significant' in the constitution.
The proposal to be put to members was as follows -
'The the Society's Board accept the proposal from Chesterfield Football Club 2001 for the Society to reduce its holding in CFC 2001 to 250,000 shares. That the outstanding shares are distributed to the Society's membership and that the Society's rules are amended to ensure that constitutionally this change can go forward'
Proposed by John Croot and seconded by Roy Willett. The voting was unanimous.
Members would have to be informed of this and any other changes, one of which was that one CFSS Board member be on the Board of CFC2001. This member should be acceptable to CFC and be an active CFSS Board member. It was suggested that this appointee should have the title of 'CFSS Community Director'.
The date for the AGM was discussed and it was suggested that this should be held on or about 14th January 2007, the venue to be agreed. Notice of the AGM together with a letter regarding the disposal of the shares and a voting slip should be sent to members giving them 14 days notice. The closing date for receipt of votes should be noon on 17th January 2007. Members should be given as much information as possible and have the opportunity to ask questions at the AGM. Members would be allowed to vote at the AGM if they wished to do so.
The mechanism of the above was agreed and two Board members would agree the wording.
Action points -
(a) That a timetable be agreed with the vote on the proposals closing at noon on Wednesday 17th January 2007.
(b) That Mike Hadfield is asked to be the Returning Officer and oversee the counting of the votes.
(c) That the AGM be organised on an evening no later than 15th January 2007 at a suitable venue.
(d) That the Society makes sure we are constitutionally correct in that notification of the AGM be with members no later than the 2nd January 2007.
(e) The latest date for posting the notice for the AGM would be 29th December 2006.
(f) Philip Taylor agreed to print the notice etc and Peter Whiteley would check the wording of the constitution.
(g) The Society to meet at 7.00pm on Wednesday 20th December 2006 to clarify all details.
(h) Agree in principle (by both parties) that the ground should remain part of the Football Club. That Heads of Terms be put together and signed by both CFSS and CFC2001
With regard to the Community Stand at the new ground, dependant on funding, CFSS should be given first offer on this.
A further proposal was put forward by Ian Browes 'that the four principles in the Heads of Terms to be drawn up are agreed by the Society's Board'.
These principles are -
1 That the ground is protected and remains part of the Football Club for the foreseeable future.
2 That the representation on CFC be reduced to one and that this member be known as the CFSS Community Director.
3 That there is a reduction in CFSS shareholding to 250,000 and that these are the only shares that the Society retains the voting rights for.
4 That CFSS's community aspirations remain an integral part of the Football Club's future. This includes, but its not limited to, the development of the Community Stand which will be included in the designs of the proposed new stadium and the Football Club will encourage and support however it is best able to facilitate its build.
This proposal was seconded by David Bowler and the voting was unanimous.
Resignation of Chairman - Ian Browes proposed and Roy Willett seconded that we should elect an Acting Chairman until the first meeting after the AGM. It was unanimously agreed that this should be John Croot.
Any Other Business -
(a) It was suggested that an event be organised to celebrate the tenth anniversary of the 1997 FA Cup run. It was agreed that this be further discussed at a subsequent meeting.
(b)
