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2007 AGM by niusheng11


									     Draft Minutes of the Extraordinary General Meeting of the Poetry Society
                 which took place at 2pm on Friday 22 July 2011
     at The Royal College of Surgeons, 34-43 Lincoln’s Inn Fields, London, WC2A 3PE


See Appendix 1

1.     Welcome from The Chair
Members were welcomed to the EGM of The Poetry Society by the acting Chair Laura
Bamford. The Acting Chair took over from Peter Carpenter on the 29th June 2011.
Trustees were introduced and members advised that a list of Trustees was provided,
outlining their background. (See Appendix 2). Chris Priestley and Emma Powers were
introduced as advisors from Withers law firm, in respects to matters to do with
constitution, and Carol Sherriff from Wilson Sherriff was introduced as the independent

2.     Apologies for absence
No apologies were announced.

Members requested a staff list for Betterton Street. The Acting Chair assured members
this would be available online, along with the minutes. It was outlined there were 10 staff
members at Betterton Street: 2 finance staff members, 3 in the education department, 2 in
the press and marketing staff members and 1 general admin/office management support
staff. (See Appendix 3).

3.     Opening response from the Chair to the requisition delivered to the Board
       and explanation about recent events at the Poetry Society
The Acting Chair, Laura Bamford, read her statement. (See Appendix 4)
In it, the Acting Chair announced the Trustees give notice they intend to resign with effect
from the AGM, which will be brought forward to the week commencing 12 September

Resignation statements from Jo Shapcott, Gwyneth Lewis, Robyn Bolam and Peter
Carpenter were handed out at the meeting to members (see Appendix 5)

A statement was read on behalf of the Trustees by John Simmons. (see Appendix 6)

A statement was read on behalf of Judith Palmer by Carol Sherriff (see Appendix 7)

4.     Questions and statements from members

Carol Sherriff informed the meeting that members of the press were present. Laura
Bamford said in response to members’ questions about this that it was felt that, especially
as some members of the Society were journalists, that it was important they should hear
                         Poetry Society EGM, 22nd July Minutes, page 1
the full context of the meeting. The trustees invited the press where they had indicated a
wish to attend.

Paul Ranford, Financial Manager of the Poetry Society, addressed the meeting. He
thanked John Simmons for his sensible words. He said he was not talking about
personalities but about Board actions that had caused concerns and he had set out his
concerns to the requisitionists.   He summarised the Society’s stakeholders – Arts Council
England, which requires stability at the Society; staff, whose livelihoods depend on the
future of the Poetry Society; other significant funders such as the Paul Hamlyn Foundation
and the Foyle Foundation who require educational programmes to be delivered effectively
and on time; members who read Poetry Review and Poetry News and for whom the
Society provides enjoyment of the art; the public. Relations with all stakeholders are
unsettled across many areas (as quoted from a statement from the Arts Council) including
governance, management, leadership, reputational risk and reasonable care. He said he
had pressed the Board for clarity on where The Society stood with ACE funding and was
dismayed to receive an email from the Acting Chair stating that if the ACE funding was
delayed, it was not dramatic. He said it was highly dramatic and very alarming. A good
and talented Director had not been supported by the Board when that support was needed;
they failed her . He expressed concerns that the legal costs are £24,000, approximately
20% of the Society’s free cash reserves built up over the last 100 years and spent in an
action, to quote the Acting Chair, where “it is very difficult to know whether there is a law
suit in place or not”. He reported that he has received an email from the Board asking for
details of bankers with a view to arranging overdraft facilities (there is free cash of
£120,000 in a special reserve account, not touched for 2 years) and he also said he had
been asked if Betterton Street, a major asset, had been valued recently.
He said he was happy to hear the sensible words that have been used today but they were
not enough. The period of the last few months in which the Poetry Society has gone from
the peak of its creative abilities, well regarded by all of its stakeholders, to this meeting
was in his view unforgivable.

Kate Clanchy explained to the meeting that she was part of the group that had made the
requisition to the Trustees. She said that she had never made personal remarks about
anyone, or commented on people by name, and that she had had nothing to do with the
video mentioned in John Simmons’ statement. She expressed the view that the Board’s
proposal to resign was done to frustrate members and to make them look silly in
anticipation of a vote of no confidence.

                           Poetry Society EGM, 22nd July Minutes, page 2
   a) Kate Clanchy asked the Board that, if they stayed on until September 2011, what
       would be the purpose? Did the Board intend to reinstate Judith Palmer? She
       commented that Judith Palmer does not have a lawyer, only her union. The Board
       was in discussion with Judith and had been throughout.
   b) Dr Stephen Wilson asked why was it necessary for the Board to spend £24,000 in
       legal fees and if the trustees overreacted to a remark about legal action, verbal or
       otherwise. It was explained that as Trustees it was incumbent on them to ensure the
       Poetry Society was protected from the threat of legal action. It was not the
       Board’s intention to incur any non-essential expenses.
   c) Martin Alexander expressed his profound embarrassment for himself and other
       members of the Society for the Board’s inept attitude and lack of transparency in
       responding and answering questions.
   d) Barbara Cumbers asked why the Board took the decision to reduce the Editor of
       Poetry Review’s working 25% but keep her salary at exactly the same. What was
       the justification for that decision? The original proposal, which came from the
       Editor as pragmatic response to the situation, was for her to work three days a
       week with an accordingly reduced salary; the Board took legal advice in terms of
       its possible effect on her contract. Laura Bamford confirmed that the Editor has
       worked 4 days a week and that there have never been a reduction hours. The pay
       has remained the same. That was a piece of information that was out in the
       internet and incorrect.
   e) Barbara Cumbers asked why they felt the Board felt it was inappropriate for the
       Director to work out her own notice period. Why was it necessary to make Judith
       Palmer’s resignation effective immediately. The Board felt it was more
       appropriate to restrict the director’s access to the office as on a number of
       occasions processes and procedures were not adhered to; emails were accessed and
       distributed after the weekend, which highlighted the need for the Board to take this
   f) Paul Ranford responded to the Acting Chair’s point that he had been mistaken
       about the Editor of Poetry Review’s working hours and referred to the minutes of
       the Trustee and staff meeting on 15 April where they were told that the Editor at
       her own request had asked to work for 3 days with a pay cut, move to flexible
       working and line-managed by the Chair or designated Trustee for a 3 month trial
       period. Where I am in error? It was discussed at the 13 April Board meeting and
       again on 15 April. The Director requested that while she was on holiday, any
       changes to the Editor’s working arrangements should be deferred until her return.
       The Editor has continued to work the same hours as before.
   g) Polly Clark queried if the trustees had consulted the people who gave pro bono
       advice before? We still don’t know who they are. Rosamund McCarthy of Bates,
       Wells Braithwaite (the solicitors who dealt with the constitution issues in 2005/06)
       was contacted. The Board was told they are not the pro bono solicitor involved.
   h) Alan Buckley asked why Legal Indemnity policy why was not called upon to
       resolve human resources issues rather than using cash funds. Could the Board
       give an estimate for this month’s bill? The organisation referred is called the HR
                         Poetry Society EGM, 22nd July Minutes, page 3
     Department in Bristol, which offers legal advice to small businesses. The Poetry
     Society pays a monthly retainer to the HR Department, took advice and was told
     we need specialist employment law advice. In terms of the [Harbottle & Lewis] bill,
     the last bill was for work up to 30 June, no further has been commissioned from them
     and Laura Bamford wrote to them at that time, saying we want to cap our expenses,
     (would they work on a pro bono basis?); there are no bills in July. The last bill was for
     £16k so the total, as Paul said, so far is £24,500 + VAT. The Acting Chair again
     confirmed to the meeting that Withers were present to give advice on the Society’s
     Memorandum and Articles and were here on a pro bono basis.
i)   Graham Norman asked that if the board agreed that the legal threat which
     occurred due to their own mismanagement, would they agree that the legal threat
     would go away if they went away with immediate effect rather than continue until
     September? In a number of meetings in May with Peter Carpenter, until we asked
     is the threat of legal action still on the table; she said yes. We need to get advice
     on these. There were ongoing threats. Duke Dobing said as a point of clarity on
     the constitutional position that the Board did not have the option to go away
     immediately; it was not possible under Charity Law or Charity Commission’s
     obligations laid up on us. The earliest the trustees can resign is in the timescale
     already outlined. It was not possible to leave the Society without governance.
j)   Jenny Shepherd asked how much the Board was paying per hour. We used a range
     of skills across the practice. The Acting Chair did not have a cost per hour but
     could give an aggregate cost after the meeting.
k)   Katy Evans-Bush has not heard before when a member of staff can go to the Board
     and ask for a change of line management and how this could have happened
     without the line management being involved. Trustees are aware of the Society’s
     grievance procedure. Was it followed? Yes. No formal grievance was lodged by
     any party. Was this not a drastic action to have followed? Yes. The situation
     seemed to be of great public interest and a subject of open debate, and in order to
     give both parties breathing space, the proposal seemed reasonable. The Director
     did not agree; the Director wanted Were other avenues explored? Yes, other
     avenues had been explored; however without a formal grievance being lodged, it is
     very difficult to invoke formal grievance procedures.
l)   Edward McKay agrees with the assertion that the Board needs to protect itself but
     pointed out there are countless organisations in the charity sector that provide
     specialist legal and HR advice? Had they and were they being considered now?
     Given the very strong feelings about the excessive payments to lawyers, would the
     Board undertake to consult these specialist organisations in the future? No we did
     not; in the future, we will go to them. The Acting Chair confirmed again that she
     had asked Harbottle & Lewis
m)   Sir John Weston referred to Article 29 of the Memorandum and Articles and asked
     how, without a further revision of the constitution, could the Director carry out her
     job within the Society’s legal requirements if the Editor of Poetry Review is no
     longer required to report through her/him? We all accept editorial independence
     of the Editor is not in dispute but would anyone retain the job of Director without
     retaining the accounting control and final management responsibility for Poetry
     Review? This was a temporary arrangement for three months which ends in August

                         Poetry Society EGM, 22nd July Minutes, page 4
     and there is no intention for the Editor of Poetry Review to continue to report to the
     trustees. It would be inappropriate and it would not benefit the Poetry Society.
n)   Sir John Weston referred to the question of tenure of the Editor of the Review. The
     Editor was granted an extension to her job in 2008 for another three years and
     was accepted on that basis. Employment law may well stipulate that after four
     years the job can be regarded permanent but it is open to the Board in the best
     interests of the Society to express a view on the permanence of the situation. It
     does not require it should be in perpetuity. A Board has the option of putting the
     option to the members. Does the present Board accept that the buck cannot be
     passed? Fixed term contract back to March 2005; in April 2008, statement of
     variation issued citing changes in employment law, and therefore a permanent
     member of staff and therefore a permanent contract. Aware that there is concern
     that this is a fundamental change of policy but it was signed off by the Director in
     2008 and the then Chair of the time. Enormously valuable to get broader
     consensus on this issue; where we are today is that the current Editor has a
     permanent contract.
o)   Tom Bell, union official in normal job, commented that after four years of fixed
     term contacts, automatically deemed permanent. Place to go is ACAS and the
     Board should be going there now. We did try and fix a meeting with ACAS but
     the parties involved did not wish too. The employer could have gone to ACAS.
     Constructive dismissal is the only claim available and is usually extremely difficult
     to prove but there may well be a case here.
p)   Chris Holifield asked about there is no legal way until the Board can resign. Is
     that really the case? Can the EGM force a vote of no confidence and the instant
     resignation of the Board? Chris Priestley replied: You have asked for a vote of
     confidence in the Board; if that vote is held and it is clear that the members have
     no confidence in the Board, that is slightly different to propose to remove the
     Trustees. It is then up to the Board to decide how they react and they have
     proposed a scenario where there is an orderly transition enabling time for
     candidates to come forward. Under the Companies’ Act, if you as the members
     wish to remove a single or all of the Directors you need to propose a specific
     resolution, you have to give notice to the Directors, they have the right to make a
     statement in response to that and you have to call a General Meeting. There must
     be at least 5 trustees in office at any time; this Charity needs trustees. You can
     propose they be removed but you haven’t done that in this case. You have
     requisitioned a meeting to have a vote of confidence and it will be as a result of
     that that you go to the next stage. If you want to propose new Trustees, you have
     to give notice of that resolution so that all of the members who aren’t here today
     have the opportunity to vote.
q)   Kate Clanchy asked for clarification that the trustees could not be removed at a
     General meeting. Chris Priestley repeated that you have to requisition a General
     Meeting, set out the resolutions; you have requisitioned a meeting to talk about the
     way that the organisation is run and a vote about the way it is run. The Trustees
     have already said they will stand down. You will not work with Judith Palmer.
     No we haven’t said that; we are currently in discussion with Judith and those

                       Poetry Society EGM, 22nd July Minutes, page 5
           discussions will continue in good faith. Asked to move to a vote of confidence.
           You can expect to receive a legal suit from Judith Palmer during this time.
     r)    If the Board were to resign, would it now be lawful for the members to elect a
           replacement Board? Chris Priestley said that there is a power of co-option, there
           has to be a minimum of 5 trustees. The proposal complies with the law that allows
           for an orderly transition with a proper vote.
     s)    Philip Pollecoff congratulated the Board on its decision to resign. What can the
           Board do between now and September? Would nothing be enough? We need to
           ensure that there is orderly process and to give you notice of our resignation. We
           will do what is necessary. Will you continue the negotiations with the Director?
     t)    There was general discussion about governance options going forward with further
           clarifications from Chris Priestley. Reasonable notice period is enough time for
           people to receive papers, put their names forward but accepting the urgency of the
     u)    George Wightman said proposal to advance the AGM is very sensible and is an
           order transition. It is also a possibility that two members could be co-opted on to
           the Trustees and therefore open to this meeting to recommend two people to be co-
           opted up until the AGM. The meeting agreed.
     v)    Anne-Marie Fyfe said she reported to the Board that the former Chair had phoned
           her and asked to use a private email that Judith Palmer had been in touch. I was
           given a promise by the Board that email would not be used and that promise was
           withdrawn. Why did Robyn Bolam resign? My name was included in the solicitor’s
           letter five times.   Which words of Judith Palmer’s in getting in touch with me
           amounts to a breach of confidentiality? I have been in email contact with the
           Board for 11 weeks. There was dialogue on the phone between you and Peter
           Carpenter. All the emails are with the Arts Council and the Board. There hasn’t
           been a formal legal action; what was required that the Board outlined a narrative
           statement through the lawyers; reference was made to emails exchanged around
           Anne Marie Fyfe. The fact that emails existed was referred to in the letter; what
           the emails actually said was never referred to. I was asked for assurances that I
           was not advising Judith Palmer and I wrote a public email to every member of the
           Board. You used that email. The Board has repeatedly expressed our sorrow that
           you have been caused so much anxiety and distress by this. There is a letter was
           prepared by Peter and the lawyers that refers to your correspondence. We asked
           Robyn to express to you that this would be withdrawn and we would not use
           correspondence against the Director. We understood at the time that we were in a
           position to give an assurance that the email would not be used but we were not
           aware at the time that the legal narrative had already been prepared.
     w)    The meeting agreed to ask people to stop tweeting as wifi access was intermittent.
           It was confirmed that the meeting was recorded by the minute taker and others.

5.        Vote of no confidence

Laurie Smith proposed a vote of no confidence in the Board and gave background to the
vote of no confidence.
                             Poetry Society EGM, 22nd July Minutes, page 6
“In the light of the information received at this meeting, the members of the Society here
present declare they have no confidence in the Board.”

The motion was seconded by Martin Alexander

Dilys Wood proposed that there should be a poll; it was seconded by Neil Rollinson

The Chair announced the results of the poll as:
Those for were 302. Those against were 69, and the Abstentions were 11

6.     Co-option of trustees

The meeting agreed that the Trustees should co-opt three trustees to the Board to serve
until the AGM. The meeting agreed to co-opt from Robyn Marsack, Edward Mackay,
Professor Michael Schmidt and Cary Archard. The Chair informed members they would
have to stand re-election in September 2011.

7.   Outline and presentation of Current and Future Strategy of The Poetry Society,
     ways of working more closely with and getting feedback from members.
This was not covered at the meeting due to lack of time. A report from the Trustees is
appended (Appendix 8).

8.     AOB
There was no other business.

Laura Bamford announced the Board would meet and discuss preferences and
communicate on the website. An interim Board meeting was to be arranged before
September. The Chair closed by thanking members for providing their frank and honest
opinions to the Board.

The meeting was closed at 5:05 pm.

                         Poetry Society EGM, 22nd July Minutes, page 7

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