THE WELL SOCIETY LIMITED
DRAFT MINUTE OF ANNUAL GENERAL MEETING
HELD AT FIR PARK STADIUM ON 26TH JUNE 2018
1 SEDERUNT – 19 Members were present as listed at Appendix 1.
2 INTRODUCTION /WELCOME/APOLOGIES – Chair Douglas Dickie introduced other Board Members present and welcomed everyone to the meeting . Apologies were noted from Tom Feely , Craig Hughes , Doug Inglis , Maureen Kirkwood and Jay Henderson.
3 MINUTE OF PREVIOUS AGM – The minute of last year’s AGM held on 22nd June 2017 was circulated and approved as a correct record , proposed by Scott Hughes and seconded by Sandy Kilpatrick.
4 CHAIRMAN’S REPORT – Chair Douglas Dickie reported that the Society had just completed a very successful year with membership and income both increasing due to the Club’s success on the park – reaching two cup finals and finishing seventh in the league. Membership totals 2,615 ( 1,989 Adults and 626 Juniors ) and a total of just under £200,000 was raised , a fantastic achievement in our first year of fan ownership .The Club also benefited greatly from the “Double Your Money “ offer from former owner Les Hutchison with almost £200,000 being offset against the loan repayments due to him. Douglas thanked Les Hutchison for his much valued continued support and welcomed the extension of the initiative for 2018 which provides the Society with the opportunity to maximise income and further reduce sums due up to the ceiling of £500,000 , as set by the former owner. Work will continue to further increase revenue and build on a number of very successful initiatives implemented over the last year :
- Share Sale – £40,000
- Well Society Auction – £2,000
- Nostalgia Evening in conjunction with the Former Players Club- £1,500
- BOIS Cup Final Displays – £9,000
Other Highlights during the year included :
- The introduction of a Business Club
- Working more closely with the Community Trust eg hosting a visit to the Club by Syrian Refugees
- Players, Management and Community Trust Staff signing up as Well Society members
- Donating £5,000 to the Youth Academy
- Establishing an Exiles Club which now has around 50 members from all over the world
- Issuing weekly newsletters and improving communication and engagement with Society members
- Finally Douglas expressed his appreciation of the tremendous work undertaken by volunteers on behalf of the Society and for the support received from the Club, Youth Academy, Community Trust , Board Members and Development Officer Craig Hughes.
5. AUDITED ACCOUNTS OF THE WELL SOCIETY AND THE DIRECTORS’ AND AUDITORS’ REPORTS THEREON FOR THE YEAR ENDED 30TH SEPTEMBER 2017 – Copies of the Report of the Directors and Financial Statements for the Year Ended 30 September 2017 for The Well Society Limited having been circulated to members present the Chair made reference to a full statement prepared by Tom Feely summarising the following key points:
- Since the inception of the Society , seven years ago, almost £900,000 has been contributed by members.
- Whilst some of the funds generated have been used to meet ongoing expenses a very high percentage has been invested in the Club. As at 30 September 2017 this total had reached £718,000.
- During the 2018/19 season the Society will become the principal funder of the Club overtaking former owner Mr Les Hutchison mainly due to further reductions in the loan due to him by way of ongoing payments from transfer fees and the further write- off in 2018 under his particularly generous “double your money” offer and the further agreed annual contribution of £120,000 from the Society to the Club in February 2019.
- The accounts have been subject to External Audit with a clear audit opinion once again reported .
- Income for the year mainly through annual renewal fees and donations totalled £19,250 and with expenditure of £19,218, a surplus of £32 was reported .
- The Balance Sheet reported total Capital and Reserves of £729,709 , an increase of £114,967 from the previous year’s figure of £614,742 , mainly due to the sums raised through monthly pledges which are allocated directly to the Capital and Reserves section of the Balance Sheet .
The Chair advised that a full copy of the statement was available for any member and following a number of questions, raised and responded to, the Accounts were approved along with the reappointment of Watson and Company as External Auditors , as proposed by Alastair McCall and seconded by Barry Hayton.
6 BOARD MEMBERSHIP – The Chair referred to the notice calling the AGM which advised that :
- Markus Schieren , an elected member of the Board , was , in accordance with the Rules of the Society , due to retire from the Board by rotation , but offered himself for re-election with this supported by the Board . Following recent consideration of the process to be followed in relation to retiring elected members the Board also gave notice that if any member wished to stand for election at this point they should advise The Society in writing by 19th June . ( The Chair updated the meeting that by the due date one member , Stephen Cameron had advised of his wish to stand for election at this point).
- The ratification of members at the AGM was also being sought to re-appoint Douglas Dickie and Doug Inglis as co-opted members for a further three year term .
- The Board proposed to add two further members to the Board by election.Following discussion a number of members expressed support for the re-election of Markus Schieren and proposed that the meeting agreed this outcome . The Chair explained the reasoning behind the Board’s proposed approach in the interests of openness and transparency to now run an election process for this position between Markus Schieren (as supported by the Board ) and Stephen Cameron .This was on the understanding that Markus would continue meantime as a Board Member pending the completion of the election process with members. This was agreed as proposed by Alastair McCall and seconded by Sandy Kilpatrick .The re-appointment of Douglas Dickie and Doug Inglis as co-opted members for a further three year term was also agreed as proposed by Scott Hughes and seconded by Barry Hayton .Finally in terms of the required amendment to the Rules of The Well Society Limited to allow for the election by members of two more Board Members ; on a show of hands, 16 members voted in favour of this change and since this exceeded the required resolution of two thirds of the members voting in person at the AGM ,this was declared as approved .
7 VOTE OF THANKS – Chair Douglas Dickie closed the meeting thanking everyone for their attendance and once again expressing appreciation for the support he has received from the Club and Society members.