CFU are now publishing the abbreviated report of the groups monthly meetings.
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MINUTES OF THE CFU TRUST BOARD MEETING 18TH MARCH 2019
The CFU Trust Board (TB) met on 18th March 2019. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Dave MatthewJones, Nigel Pearce, Terry Wilby, Joy Childs, Andrew Stephen, John Bilboa, Nigel Browne, James Taylor, Carol Looker, Colin Proctor and Martin Chapman.
Apologies were received from: Pat Morgan and Brian Thorby.
The following is an abbreviated version of the minutes of the meeting.
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On membership, Terry said that CFU currently had 271 members.
On finance, James reported that CFU has £23k in its main bank account.
On the lottery, Brian had reported that it had 145 members and that a donation is to be made to Abbey Meadows School for its KS1 reading project and the purchase of books.
In his SLO report DMJ covered the following:
• Help has been given to Blackpool Supporters’ Trust; • Volunteer work around the ground continues; • In response to previous query regarding rubbish bins in the Habbin – it is quicker with the blower to have no bins
On Coconuts, in Pat’s absence Robert read his report.
DMJ’s FED report included the following (other items not minuted):
• The auditors at the Club are still asking questions but must finish soon. Companies House needs audited accounts to be posted by 31st March. • In response it was suggested that CFU ask members for questions to ask at the Club’s Annual Shareholders’ Meeting and to be posted on the CFU website. Martin also offered to speak to the auditors if needed.
The TB discussed arrangements for its upcoming AGM. Robert confirmed it is to be held on Monday 8th April in the Supporters’ Club. The deadline for notifying members is 25th March. The following had been circulated for discussion: • Draft annual report/statement: Copy to be sent to members and, out of courtesy, to club. Nigel asked board if anything in draft needed alteration. He noted suggested changes. The report also to be published on the CFU website. • Draft “What is CFU?” statement: This has been updated, including to reflect CUSP. Nigel accepted alterations suggested by the board members including putting a short management summary at the top. • Accounts and notes: James went through the Accounts and Notes. Clarification still needed on 50p and 5p shares and how they should appear in the accounts. As the Lottery accounts appear within the circulated document it was decided unanimously to ask the Lottery for a donation towards costs. Terry confirmed no nominations had been received, except for DMJ nominated by Robert and Nigel. On the Q&A, Steve Jackson is to host with Colin Calderwood and Ben Strang attending. Questions on football not business matters.
On CUSP, Nigel reported that 17 candidates had self-nominated competing for 11 places. Voting will be online, each voter will vote for 6 candidates. Advice from Supporters Direct and an independent observer appointed from Exeter Trust working with Tom Stewart. Nigel’s role will end after the election. On the Club’s audit, Robert confirmed it was still on-going. Questions are still being asked. Robert has emailed Shaun Grady last week on progress. In reply SG said he will be in touch. Joy asked whether CFU should have an EGM if something happened too late for the 8th April. DMJ offered an open meeting in Abbey Arms if necessary.
On the future CFU role, the TB will discuss this as a main agenda item at next meeting. We will ask the AGM what we should be doing and what we should not be doing.
Under AOB:
• Robert asked if we want to present a trophy for CFU Player of the Year again this season? • Frank asked about Simon Dobbin being given access to iFollow - passes are held by CUFC, they could give him one. • DMJ said he will query how pitch marks are given as our pitch is rated 3.8/5. He also reported that the ACV is on back burner for the time being. • John reminded the TB that we are still to discuss the Supporters’ Club, we should get this on an agenda with sufficient time to discuss. • Carol mentioned a young supporter with cancer – can CFU support him in any way? DMJ will try to get signed shirt for carol to raffle. Needs publicity.
The date of the next meeting: Monday 29th April in Abbey Arms at 7.30pm.
MINUTES OF THE CFU TRUST BOARD MEETING 18TH FEBRUARY 2019
The CFU Trust Board (TB) met on 18th February 2019. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Dave MatthewJones, Nigel Pearce, Terry Wilby, Joy Childs, Nigel Browne and Martin Chapman.
Apologies were received from: Andrew Stephen, John Bilboa, Pat Morgan, James Taylor, Carol Looker and Colin Proctor.
The following is an abbreviated version of the minutes of the meeting.
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On actions from the previous meeting, there is still no reply from iFollow regarding Simon Dobbin and DMJ has still to speak to Gareth / Henry regarding allocated seating.
On membership, Terry said that CFU currently had 278 members.
On finance, James reported that CFU has £24k across its three bank accounts, this includes £1500 from the Coconuts Hall of Fame dinner and book sale receipts.
On the lottery, Brian had reported that it had 146 members.
In his SLO report DMJ covered the following:
• DMJ recently went to Parliament (Portcullis House) to visit the Labour party Shadow Sports Minister to discuss supporter representation eg SLO, FED and Fans’ Parliament; • He had been contacted by a charity representing a blind person from Littleport asking for someone to buddy up with him - Nick Parker will talk to Cam Sight • Supporters’ Direct and the Football Supporters’ Federation have now merged, the new organisation is called The Unified Football Supporters Organisation (TUFSO). CFU will join, Robert to complete the forms.
DMJ’s FED report included the following (other items not minuted):
• Auditors have been raising questions going back a period of time; • Drainage at the training ground is causing problems, he been there with Ian Darler to find out what costs might be involved in improving this; • DMJ and other volunteers have been helping with the pitch for the past few weeks in the absence of a member of the ground staff;
On the on-going audit at the Club, Robert has approached Duncan Scott to attend the follow-up meeting with the Club.
On the Fans Parliament, Nigel P had copied the TB the draft constitution. RO asked for definition of who is a fan (5.1 and 10.3). A meeting is arranged for 28th February for all 22 potential candidates. The Board is happy so the process is going to the next stage. We discussed the election process – a match day ballot is more secure than on-line. RO can advise on election processes and provide a hand stamp to prevent duplicate votes.
The TB discussed the forthcoming CFU AGM. James confirmed the CFU accounts were now at the examiners and will be ready for end of March. Martin raised the issue of share devaluation from 50p to 5p and how this appears in CFU accounts. The TB agreed that the AGM would be a good forum to discuss the future role of CFU, especially given the creation of the Fans Parliament. DMJ felt that the Fans Parliament should deal with nitty-gritty issues, CFU therefore could deal with the bigger picture. Robert said the Club might want its relationship with CFU to change. Nigel P suggested we need to review CFU Aims and Objectives published in 2018 in the light of the new Fans’ Parliament and falling membership.
It was agreed that Nigel P would draft a CFU Annual Report, to include our role in ensuring the audit of the Club’s accounts. The TB deferred a decision on who to invite to the AGM from the Club. Provisional date Tuesday 2nd April in Supporters’ Club - DMJ to check its availability. Nominations for Board and FED to go out by 26th February, paperwork by 19th March, article in 9th March Programme. Cut-off date for nominations 11th March noon. Hard copies to be posted for those members without email. James will circulate the accounts via e-mail.
Under AOB:
• Nigel B asked whether we could follow the example of Charlton Athletic and make the Abbey Stadium an Asset of Community Value. Robert suggested
this was not the right time. DMJ will discuss with Club the possibility of seeking an ACV. • Martin highlighted the lack of rubbish bins in the Habbin. DMJ explained these cannot be put on the yellow cross-hatching areas.
Date of the next meeting - Monday 18th March in Abbey Arms, but TB members to keep 11th free in case needed please.
MINUTES OF THE CFU TRUST BOARD MEETING 21ST JANUARY 2019
The CFU Trust Board (TB) met on 21st January 2019. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Colin Proctor, Carol Looker, Dave Matthew-Jones, James Taylor, Nigel Pearce, Terry Wilby, Joy Childs, Nigel Browne, Pat Morgan, Martin Chapman and John Bilboa.
Apologies were received from: Brian Thorby and Andrew Stephen.
The following is an abbreviated version of the minutes of the meeting.
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Margaret reminded the meeting of the decisions taken at the special TB meeting held on 14th January, to discuss CFU TB actions on behalf of CFU members and our shareholding in the event of a bid to take over the football club. A written version has been sent to DMJ, the decisions otherwise are to remain confidential.
On membership, Terry said that CFU currently had 279 members.
On finance, James reported that CFU has £22.5k across its three bank accounts.
On the lottery, Brian had reported that it had 146 members.
In his SLO report DMJ covered the following:
• He had looked after a group from Brazil at the Northampton game; • An 85 year old man had gone missing at the same game, the Common was searched by the police. Fortunately he arrived home safely by taxi, evidently having missed the supporters’ coach; • Work at the ground has gone well despite a key member of the ground staff being off sick since before Christmas.
DMJ’s FED report included the following (other information is treated in confidence and not minuted):
• There will be a Fans Forum on 7th February, to focus on footballing matters;
• The audit is still on-going. It will cover much of what CFU had asked for. We need to discuss with the club the release of information – Robert to go back to Shaun to make sure this happens; • The Elite Player Performance Programme (EPPP) (aka “Triple P”) academy funding levels make it a struggle for clubs at our level. Colin commented that money is killing the game.
Nigel P reported on the work to research a Fans’ Parliament. The working group met the previous week. Godric is happy with the draft constitution and will take it to the next board meeting. The draft constitution will be shown to the prospective candidates at a meeting in February, with elections to follow to select the 11 fans that will form the parliament. The election process is not yet decided (online or a matchday ballot). We need to ensure that only CUFC fans vote. Nigel P listed a few of the salient points from the proposed constitution:
• No constituencies; • Once elected the parliament will appoint a chair and vice-chair • First past the post voting system; • Each parliament will last two years; • At least four meetings a year with the club; • A fans parliament AGM will be held once a year, open to all fans; • An annual report will be produced; • An EGM can be called if supported by 250 fans; • Funding still needs to be sorted – but this should be minimal.
John asked where CFU fitted into this. We don’t, CFU and the fans parliament will be separate. Terry confirmed, however, that several potential parliament candidates are CFU members. At the CFU AGM we will have the chance to reinvent ourselves. DMJ thought that because we will be two separate entities this must be made clear at our AGM and we must spell this out in a structured way.
The TB discussed the upcoming CFU AGM. Frank read out a list of the TB members needing re-election: Brian will not be standing, but James, Martin, Pat, Nigel B and Terry will. James will prepare the CFU accounts as soon as the date of the AGM is known. The date will be a Tuesday, venue the Supporters’ Club. The CUFC shareholders meeting has to be held by the end of March. If the CFU AGM comes first we can agree what questions we should ask on behalf of members. If the CFU AGM follows the shareholders meeting we can
discuss the outcome. CFU needs to give 2 weeks notice of its AGM and another 2 weeks for TB and FED nominations. With this in mind we need to speak to the SC to see availability during the week beginning 25th March. DMJ to action. Do we need a Q&A with the Head Coach given the AGM will follow the Fans Forum?
Under AoB:
• DMJ will contact iFollow to see whether United home games can be screened live in Simon Dobbin’s house; • Joy asked how we can make decisions between TB meeting, that need urgent action. We agreed that a clear proposal can be sent to Robert, initially. If it’s thought to be urgent, TB members would be asked to confirm their support or otherwise by email vote. Votes to be sent to Secretary. • Should CFU subsidise CFU members on Away coach? We agreed in principle, yes. Which game? Macclesfield. Offer £5 off for CFU members. Robert will talk to Lorraine about logistics of the plan. • There is a Big Match on 12th May in Ely to raise money for Simon Dobbin. Is there anyone else we should support? • Nigel P asked re £2 tickets at Notts County, should we press club to do the same? DMJ will speak to Henry. • Nigel B highlighted problems with allocated seating at recent away matches. Fans need to be able to choose seats if stewards will enforce allocation. Margaret will alter pre-match letter to find out the away club policy. DMJ will talk to Gareth / Henry to remove any problems this end. • Martin suggested that dates of future Trust Board meetings should be fixed in advance. Agreed – after AGM.
MINUTES OF THE CFU TRUST BOARD MEETING 17TH DECEMBER 2018
The CFU Trust Board (TB) met on 17th December 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Colin Proctor, Dave Matthew-Jones, Brian Thorby, James Taylor, Nigel Pearce, Terry Wilby, Joy Childs, Nigel Browne and Pat Morgan.
Apologies were received from: Andrew Stephen, Carol Looker, Martin Chapman and John Bilboa.
The following is an abbreviated version of the minutes of the meeting.
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On membership, Terry said that CFU currently had 292 members.
On finance, James reported that CFU has just under £22k across its three bank accounts and that there were no outstanding payments due. DMJ suggested that CFU should donate money for the benefit of United fans that attend the Morecambe match, and the TB agreed £100. NB: This was offer subsequently withdrawn in the light of the Club paying for the admission of fans at Morecambe.
On the lottery, Brian said it had 147 members and that it now had a new logo.
At this point in the meeting DMJ entered with Renford Sargent who gave an update on the Board’s search for a new Head Coach. He spoke positively about this, the Board, Paul Barry’s role and then answered questions. It was agreed that no other detail of this discussion was to be minuted.
On 100 Years of Coconuts, Pat provided his normal comprehensive report, to be filed with these minutes. “Lovely Bunch” books have sold to a value of £10k, probably making £3k profit.
In his SLO report DMJ covered the following:
• Four articles about the SLO role have appeared on the website, with more to come; • Away fans’ experience at CUFC have been largely positive. But Bury’s experience was bad, compounded by the Bury press team receiving some
abuse from fans sitting near the Press Box - increased stewarding near the Press Box has now been introduced; • DMJ has been able to publicise things done round the ground thanks to the Lottery funding; • DMJ and Brian attended the Football Business Awards meeting in London on behalf of CFU. Cambridge Utd did not win anything this time; • The Christmas Tree pattern on the pitch for the Yeovil game was well received. Besides being widely reported it resulted in sponsorship and the white line company featured it on their website. As it happened, a further 20 minutes of rain could have caused the Yeovil match to be abandoned.
DMJ’s FED report included the following (other information is treated in confidence and not minuted):
• The audit of the club’s 2017-18 accounts is well under way and figures / statements will come out at the end of January / early February. The audit once completed will allow the club to better monitor income, expenses and costs; • On communications, Shaun Grady is responding to an e-mail from Robert regarding progress on CFU questions on the Audit. Reassuring words from CUFC are needed and should be on their way; • The new Head Coach will be appointed soon.
Nigel P reported on the work to research a Fans’ Parliament. Because of a positive response, an announcement before Christmas will confirm that we are definitely going to set one up. To date 17 individuals have expressed an interest in standing. Looking at other clubs, none have elected representatives. The Working Group has suggested 12 elected members. There will be one ballot for the whole parliament, but on the form it will be stated what each individual would represent. Further stages will be as listed in previous minutes. Nigel P asked if CFU should have a reserved (ie guaranteed) place on the new FP. The TB said we should, given that the Supporters Club was to have a reserved place. NP will report this back to the FP working group. A straw poll was held as to whether there was a better name than Fans’ Parliament. This showed Fans’ Council was preferred.
James requested that someone else on the Trust Board share access to the CFU Easy fundraising Account. It was agreed that James will transfer it to the cfuinbox.
The TB discussed preparations for the CFU AGM. The CFU accounts are currently being audited. The 2019 AGM will be held in the Supporters’ Club, date to be arranged.
Under AoB, Nigel P reminded the TB we had given the a list of 21 things to the BoD to improve communication with fans, but that only four have been publicly adopted. The TB agreed to follow this up in due course.
MINUTES OF THE CFU TRUST BOARD MEETING 12TH NOVEMBER 2018
The CFU Trust Board (TB) met on 12th November 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Dave MatthewJones, Brian Thorby, Andrew Stephen, Nigel Pearce, Joy Childs, Nigel Browne and Martin Chapman.
Apologies were received from: Pat Morgan, Colin Proctor, Terry Wilby, James Taylor, Carol Looker and John Bilboa.
The following is an abbreviated version of the minutes of the meeting.
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On finance, CFU has almost £22k across its three bank accounts.
On the lottery, it has 148 members. It will fund new hand dryers for the Habbin and NRE toilets costing around £1,000, to be installed before the next home game. It was noted that the back of the Abbey Arms needs repairs.
The main part of the meeting focussed on the proposed Fans’ Parliament, which CFU has been asked to lead in setting up. The meeting worked through a discussion paper prepared by Nigel P. It was generally well received. Comments from Pat and James were read out by RO. Issues raised included:
• What to call it - Fans’ Panel? Supporters’ Board? Amber Assembly? Fans’ Council? • What will happen to CFU? Fans’ Parliament would help DMJ fulfil his role as SLO. If Fans’ Parliament represents all supporters, CFU can represent its members. Remember CFU is a shareholder with FED; • Noted that meetings will include Club officers not just directors; • Need to find out if there’s an appetite for this. Is anyone willing to stand? Use all media including leaflets near turnstiles - Bury match 24th November (volunteers needed); • Arrange a founding meeting for people showing an interest, having asked what areas a person would want to represent; • Constituencies - will come from interested parties, but at least one for each home area of the ground;
• A Working Party to be set up, chaired by NP with DMJ + suggested Martin Hunter (as a non-CFU member), Richard Toombs and Gina Heath (as non-TB members); • Pat’s nephew is in Wolves’ fans’ parliament – can be contacted for advice. • Junior Parliament a future possibility; • Involvement of members of message boards/ Moosenet etc; • A timetable was agreed – namely consulting fans as soon as club confirms it is content; consulting other clubs straight away; presenting emerging findings by 14th January; submitting final report by 31st January; completing elections by 18th March with first meeting of Parliament by 30th April; • Need to check those put forward for election are not subject to a Banning Order; • James made the point that this is long term measure, so what can be done to improve comms in the meantime?
Agreed actions:
• Nigel P to redraft letter to BoD and send to CFU board; • Nigel P to run timetable etc by Godric; • DMJ to talk to Tom re Press Release list and to resurrect CFU Press Release list; • DMJ to talk to Gina regarding joining working party; • NP P to meet deadlines for articles in programme etc; • NP P to remind the club that it can still implement many of the other things suggested by CFU to improve communications (such as directors mingling on matchdays) even though they have not publicly committed to them.
Under AoB:
• The TB agreed that CFU would sponsor Matt Foy, Finley Iron, Lee Watkins and Emmanuel Osadebe, and that we should also sponsor some youth players. There is a meeting upcoming with Amy Ganderton and Tom Pell to see if the Lottery is able to help with younger players.
• The Price Bailey audit team is currently working at the club.
• Andrew said that 50 copies of Amber News were printed. Some Senior Lunch attendees found print size too small. Perhaps future editions could be put in corporate areas? Some are already in Caravan.
• DMJ said that money will be made available by the BoD for January transfers.
MINUTES OF THE CFU TRUST BOARD MEETING 8TH OCTOBER 2018
The CFU Trust Board (TB) met on 8th October 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Colin Proctor, Dave Matthew-Jones, Brian Thorby, Andrew Stephen, Nigel Pearce, Terry Wilby, Joy Childs, Nigel Browne and Pat Morgan.
Apologies were received from: James Taylor, Carol Looker, Martin Chapman and John Bilboa.
The following is an abbreviated version of the minutes of the meeting.
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On membership, Terry said that CFU currently had 309 members.
On finance, CFU has £22k across its three bank accounts. Membership of the Football Supporters Federation was up for renewal, although membership is free a donation of £50 was agreed.
On the lottery, Brian said it had 147 members and that the jackpot had recently been won.
Pat provided the chair’s annual report from 100 Years of Coconuts AGM, highlighting the names of the new officers and the success of the Cambridge United Former Players Association (CUFPA) attending the match on 22/9/18. He confirmed that tickets for ex-players + guest are available for non-sell-out games. The book “Barnwell at War” is almost ready. He had already received 55 pre-orders for the third volume Andrew Bennett’s book, to arrive in time for Christmas.
In his SLO report DMJ noted that he had attended a Safety Advisory Group (SAG) meeting, CUFC was complimented on the CFU-led work done around the Abbey. The next SAG meeting will discuss counter-terrorism and will include a training session for stewards. It will also discuss data hacking. The SAG is also examining how supporters of two clubs can be safely accommodated in the same stand, which is relevant to the South Stand at the Abbey when the club holds promotions there. He said another concert is likely to be held at the Abbey in the summer of 2019, but more planning is required to learn the
lessons of 2018. United is up for an award from “Football Business” magazine, and he will attend an awards ceremony with Brian.
DMJ provided his FED report in confidence to the Trust Board. It included confirmation of the club’s plans for improved communications with fans, and that the recent appearances of Graham Daniels and Ben Strang on the radio were part of this. He again highlighted the positive impact of the new Finance Director, Duncan Foyle.
Joy asked if anyone had seen Martin Hunter’s attempt to get some fans to fund a loan player for the rest of the season. DMJ has sent details of this proposal to the BoD (and Andy Fox and Martin Hunter have since met with Directors Eddie Clark and Ian Mather to discuss).
Robert confirmed he and Nigel would attend a meeting with Godric Smith on 13/10/18, along with other fan and media reps, aimed at discussing how the club can improve commination’s with fans. The TB agreed a list of 21 suggestions as to how this might be achieved, to be sent to Godric ahead of the meeting. Andrew said he felt most fans believe there is no leadership and therefore no spokesman at the club, and that until awkward questions are answered people will not trust the BoD – the TB agreed. The EFL requires two fans forums a year: perhaps we could hold one at our Open Day? Other clubs hold regular ‘surgeries’. Nigel P wondered if the BoD should issue an apology to fans and shareholders, for the recent financial losses. CFU discussed how it, too, could improve communications with its members. Amber News could include CFU statements and press releases.
The planned pre-audit meeting with the new Financial Director and the audit team from Price Bailey had been delayed, due in part to staff sickness. CFU member and financial expert Duncan Scott also needs to attend. Hopefully this will shortly be resolved. We noted that it is encouraging that our questions are being absorbed into the audit. We noted the potential conflict of interest in a sponsor undertaking the audit, but auditors must adhere to legal obligations and professional standards. The result must be made public and shareholders given a full report.
We discussed the potential sale of Wembley Stadium. DMJ will publish an article, to encourage fans to contribute to the Football Direct and Football Supporters’ Association consultation.
Under AoB:
• Nigel P asked if we could have the dates of EFL meetings, so that we could consult members on the issues being discussed. DMJ will ask Andy Beattie;
• Andrew asked should Amber News remain monthly? We agreed it should, and that some hard copies should be made available – we can use Coconuts’ printer at cost. Joy suggested highlighting articles to attract extra readers. Andrew stressed that more contributors are needed.
• DMJ said that “Boots for Africa” would be collected on Saturday.
• Nigel B asked whether the £2 extra pay-on-the-day applies for Cup matches? . It does, but not for the Checkatrade.
MINUTES OF THE CFU TRUST BOARD MEETING 3RD SEPTEMBER 2018
The CFU Trust Board (TB) met on 3rd September 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Colin Proctor, Dave Matthew-Jones, John Bilboa, Brian Thorby, Andrew Stephen, Nigel Pearce and James Taylor.
Apologies were received from: Carol Looker, Pat Morgan. Terry Wilby, Joy Childs, Martin Chapman and Nigel Browne
The following is an abbreviated version of the minutes of the meeting.
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On membership, Robert said that CFU currently had 307 members.
On finance, James said CFU has £21k across its three bank accounts at the end of August. The CFU sponsorship of the CUFC Futsal team had been paid.
On the lottery, Nigel B said it had 150 members and that the lottery would sponsor kit man Gordon Millar for the coming season.
In his SLO report DMJ noted that the CFU website now contained more supporter information than the official CUFC website. Margaret provides the information sheet for away fans coming to the Abbey. Ben Philips is the new club photographer. DMJ has received complaints about the accessible toilet in the NRE - it has now been repaired. The lottery will fund an alarm for the accessible toilet and the door will eventually be relocated. In the meantime the Supporter’s Club will kindly allow fans to use the accessible toilet in the SC.
DMJ intends to arrange two more post-match meetings and is considering how more fans might be encouraged to attend. The hard work of the volunteers around the ground has continued, and has prevented the possibility of some parts of the ground being closed on H&S grounds. DMJ thinks the match day programme is getting better but there is still room for improvement. Shaun Grady and other directors will contribute articles, as will Tom Pell on the youth team.
In his FED report DMJ reported on the recent board meeting. He has met with the new Finance Director, Martin Foyle who already appears to be making a positive impact.
Robert confirmed the club has appointed Price Bailey to undertake the audit of the 2017-18 accounts. CFU is still waiting to meet with the audit team, but in the meantime we have secured the help of a CFU member who works as a finance professional to join the meeting and provide expert advice. Nigel P agreed to draft an audit meeting brief – to outline the CFU approach to the meeting and the outcomes sought – and to circulate to TB members for comment.
Nigel P presented a draft MOU between the club and fans, to outline how we will work together for our mutual benefit. The draft is based on the model prepared by Supporters Direct. The TB agreed the MOU needed a para to explain more clearly the role of the Fans Elected Director and how this fits with the MOU processes. The TB is happy for NP to continue to work on the MOU.
Under AoB:
• Frank took the opportunity to respond to comments on his minute taking. The TB accepted this and has full confidence in Frank. All TB members will have the chance to comment on each set of draft minutes;
• James asked whether CUFC could do more to make season ticket holders aware that pay-on-the-day ticket prices for cup games are more expensive than those bought in advance – DMJ will refer this to Gareth at the club;
• John asked for a future discussion on whether CFU should insist on receiving shares in return for all types of investments it makes in the club;
• Andrew stressed the importance that the Amber News is not censored, and the TB agreed. DMJ asked that the player ratings used in AN are baselined at 5/10. NP suggested that hard copies could be sold at the CFU caravan.
MINUTES OF THE CFU TRUST BOARD MEETING 6TH AUGUST 2018
The CFU Trust Board (TB) met on 6th August 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Martin Chapman, Colin Proctor, Dave Matthew-Jones, Joy Childs, Nigel Browne, John Bilboa, Brian Thorby, Andrew Stephen, Nigel Pearce and James Taylor.
Apologies were received from: Carol Looker, Pat Morgan. Terry Wilby
The following is an abbreviated version of the minutes of the meeting.
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On membership, Robert said that CFU currently had just under 300 members.
On the lottery, Nigel B said it had 153 members and that the lottery would sponsor kit man Gordon Millar for the coming season.
DMJ reported that some CUFC backroom staff had left. Some would not be replaced and those that are would be on lower salaries to help reduce the club’s wage bill. A lot of repair work had been required on the pitch after the summer concert. The club will consider carefully whether further concerts should be held on the pitch, but it is acknowledged that they are a potential good source of revenue. The Board has agreed to subject the 2017-18 accounts to an audit. A new part-time, salaried finance director has been appointed, reporting to Shaun Grady. The work the club does with schools has been transferred to the CUFC Trust.
The stadium maintenance work undertaken by the team of volunteers led by DMJ was discussed. Some fans are suggesting this work lets the Board off the hook, but we agreed the work has benefits beyond the stadium maintenance itself, including benefiting the volunteers themselves. DMJ was thanked for leading this work, and for all his efforts as Fans Elected Director.
JT agreed to set up a new CFU TB email group, importantly in a way that will retain the email archive. The TB was reminded that email is not secure. RO agreed to collect and circulate up to date email addresses and phone numbers of TB members.
The TB welcomed the news of the upcoming audit of the 2017-18 accounts. RO confirmed that CFU will have an input to the audit terms of reference, and is waiting for a meeting with the audit team. CFU will press for regular meetings with Renford Sargent and other directors, to re-build our relationship with the Board.
John presented his report on his analysis of the changes made to the CUFC Articles of Association (AoA) in the summer of 2017. There were some concerns to highlight. The changes were presented to shareholders as simply bringing the AoA up to date and into line with the model AoA – in fact we find there are a number of additional clauses slipped in, many that are about protecting the interest of the majority shareholder. Directors can now be appointed and/or sacked by the majority shareholder alone, without referral to shareholders (as was the case), and shareholders’ legal recourse to any actions / decisions of the BoD has been removed. Also, the wording around the appointment of a Fans Elected Director had been amended, removing that “as of right” CFU is allowed to nominate one person to sit on the Board. JB will seek advice from Supporters Direct on this issue.
In concluding the AoA discussion the meeting agreed that (the FED clause apart) there was little merit in re-visiting the changes as they have long been implemented. We now better understand the significance of the AoA and must ensure that future proposed changes are fully scrutinised by CFU, and advice provided to shareholders, before they are voted on. The TB thanked John for his very thorough analysis and report.
The CFU TB will discuss a potential MOU with the club at the next meeting.
Under AoB:
• Concern that tickets for Colchester away increased in price week by week before the game but the club had yet to make them available – DMJ will take this up with the club;
• Nigel P suggested a survey of CFU members, to test how they think we are doing – NP will draft suggested questions, to issue ahead of the 2019 CFU AGM;
• Margaret reported that a new away fans information sheet had been created;
• Robert reported that the floor of the CFU caravan had been replaced.
CFU REVIEW OF THE CHANGES MADE TO THE CAMBRIDGE UNITED FC ARTICLES OF ASSOCIATION IN JULY 2017
New Articles- Background
Proposed by Special Resolution circulated 27th June 2017 prepared by Mills and Reeves and based on new Companies Act -“Model Articles”- which were updated following numerous Company issues regarding the failure of Directors in their duties ambiguity in the Companies Act and Corporate Governance reviews and pending legislation.
The New Articles -Process
A special Resolution is needed with 75% shareholder support to change a company’s articles.
It is legal to obtain this by written resolution without holding a meeting of shareholders and the resolutions carried as soon as 50%+ (ordinary)75%+ (special) responses in favour are received.
The new articles appear to have followed the proper legal process and cannot now be challenged unless it can be shown the correct percentages were not reached.
The results of the vote must be retained for a minimum of 10 years and are open to inspection by any Director accompanied by a “specialist” for advice if required.
Significant Differences between old (2002 amended by special resolutions to June 2017) and the new articles (July 2017)
Pre-emption rights.
These are statutory rights for existing shareholders, confirmed or amended in the Articles. They give Existing shareholders first option to buy any new shares issued by the BoD in proportion to their current share % holding.
Any shares not purchased can then be sold to anyone authorised by the BoD.
The same rights apply to the transfer of any shares held by existing shareholders.
Issue of New Shares
The 2002 Articles do not specifically reference new share allocations therefore Statutory preemption rights apply.
This has been changed by the 2017 Special Resolution which by law had to have conformed to the following section from the Companies Act.
“ 5) A special resolution under this section, or a special resolution to renew such a resolution, must not be proposed unless--
(a)it is recommended by the directors, and
(b)the directors have complied with the following provisions.
(6) Before such a resolution is proposed, the directors must make a written statement setting out--
(a)their reasons for making the recommendation,
(b)the amount to be paid to the company in respect of the equity securities to be allotted, and
(c)the directors' justification of that amount. “
The 2017 Articles (S 32 “Exclusion of Statutory Pre-emption rights”) replaces these rights with something very similar but includes a catch-all giving Directors power to
“…allot or grant options or otherwise dispose of them to any persons at those times and generally on the terms and conditions they think proper.” (S 32.4)
The whole of this section in any event has been waived for 5 years by the 2017 Special resolution which allows the BoD to allocate shares whenever and to whoever they wish with no reference to the existing shareholders provided that the written notice conforms to 6) above from the Companies Act. Was this given?
Share Capital
All reference to the amounts and value of issued and unissued share capital have been removed in the 2017 CUFC Articles
Transfer of Shares
The 2002 Articles ensure that any transfer of shares is subject to pre-emption rights.
This is retained in the new articles but with exceptions – “Permitted Transfers” (S 38)
In summary these are • Family Privileged Relations • Trustees of a Family Trust • A subsidiary company of a corporation holding shares or a holding company if the shareholder is a subsidiary company • Shareholder transfers less than 1% of the issued share capital.
Notice of General Meetings
There is nothing in the 2017 Articles relating to notice of meetings so the Companies Act S307 applies.
Voting of members
The 2002 Articles states every member “…shall have one vote for each share…”. This is not present in the 2017 Articles but forms part of the Companies Act.
The 2002 requirement to hold paid up shares as a pre-condition for voting rights is not present on the 2017 Articles.
Appointment and retirement of Directors
The condition in the 2002 Articles (S12.4/5) that two Directors retire by rotation has been removed together with the shareholders right to re-elect or appoint a proposed replacement.
Appointment of a Director can now only be made by the BoD or by Ordinary Resolution (+50% vote)
A majority shareholder can now appoint or remove any Director at any time by receipt by the Company of a signed notice by the shareholder or signed on its behalf by a Director.
This should be considered in conjunction with the following change.
The CFU Director
The wording has been changed regarding the appointment of the CFU Director
2002 Articles
“That as long as Cambridge Fans United (CFU) exist ….. and have not sold the shares they own, they are entitled to nominate one person to the Board as of right and others at the discretion of the Board”.
2017 Articles
“For as long as CFU exists and holds any shares in the Company, CFU shall be entitled to nominate one (1) person to the Board as a Director of the company (CFU Director).
Alternate Directors
There is a new section in the 2017 Articles (S 26-28) not present in the Companies Act allowing Directors to appoint any person agreed by the BoD to act on their behalf as an Alternate in their absence.
An Alternate Director • Are deemed for all purposes to be a Director in their own right with the same legal responsibilities • must be appointed in writing and approved by the BoD • can only be removed in writing by the person who appointed them unless the appointing Director is removed. • must be notified of all meetings and committees attended by the Director who they are an alternate and have the same voting rights.
Transactions with the Company
There are marked differences between the Government proposed Model Articles on which the new 2017 CUFC Articles are supposed to be based and that within the 2002 Articles.
In summary the 2002 articles allow a Director to be fully involved in a transaction once an interest to the BoD is declared (must be declared by law) and the BoD accept their declaration. (e.g. full voting rights, attending meetings, obtaining personal/corporate benefit and/or renumeration).
However the Companies Act 2006 also states a shareholders/member’s resolution is required for a substantial property transaction (5% of assets held if more than £10K, or £100k of assets).
The Act is not specific as to whether this needs to be an Ordinary or Special Resolution (something which would need to be stipulated in the Articles).
The new Model Articles are slightly more stringent on Directors and does not enable any participation in decisions merely by virtue of a declaration only if agreed by an ordinary resolution or limited exceptions.
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[New Model Articles
14.—(1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decisionmaking process for quorum and voting purposes.
(3) This paragraph applies when--
(a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decisionmaking process;
(b) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
(c) the director’s conflict of interest arises from a permitted cause.
(4) For the purposes of this article, the following are permitted causes--
(a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;
(b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and
(c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
(5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.]
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The CUFC 2017 Articles are similar to the old Articles and still allow participation in a connected transaction following a declaration to the BoD (notwithstanding that a majority shareholder could also pass an ordinary resolution to waive a declaration under the new Model Articles).
They also categorically state that a Director • is not accountable to the Company for any benefit derived • can be entitled to renumeration- overriding the Article that Directors remain unsalaried • Can vote on any matter connected with the transaction.
Conflicts of Interest
The 2006 Companies Act states Directors have a duty of care to avoid conflicts of interest -S175
“ A director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.
(2) This applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the company could take advantage of the property, information or opportunity).
(3) This duty does not apply to a conflict of interest arising in relation to a transaction or arrangement with the company.”
The 2017 Articles (S 16) allow the CUFC BoD to authorise
“any matter proposed to them….which would if not authorised involve a breach of duty…including without limitation any matter which relates to a situation in which a Director has, or can have, an interest which conflicts ,or may possibly conflict, with the interests of the Company…”
“…may make any such authorisation subject to any limits or conditions they may expressly impose but such authorisation is otherwise given to the fullest extent permitted.”
“For the purposes of these Articles a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.”
Where a Directors relationship with another person has been authorised by the BoD, then the “Companies Act S176 -Duty not to accept benefits from third parties” is ignored and specifically he is not committing a breach
of duty if he absents himself from meetings or receipt of documents relating to such a conflict.
“A director is not required to account to the Company for any renumeration, profit or benefit which he drives from or in connection with a relationship involving a conflict which has been authorised by the directors or by the company in a general meeting” [ ie ordinary resolution]
Directors discretion to make further rules
The 2017 Articles allow
“subject to the Articles the directors may make any rule they think fit about how they take decisions, and about how such rules are to be recorded or communicated to Directors”
This was not part of the 2002 Articles
The Shareholders letter stated that on the basis of legal advice we also intend to bring the Articles of Association up to date with current legislation.
This implies a legal rationale for making the changes which is not the case. The Companies Act 2006 still forms the legal basis for private companies with the results of a longstanding Corporate Governance review to be enacted in potentially 2018/19.
There have been no significant legal changes to the Companies Act which by necessity required changes to the CUFC articles The changes appear to make the powers of the Board and any majority shareholder more wide ranging, particularly with respect to absolving the Directors of any Duty of Care and in allowing transacting for profit with Company (Club) a risk free process.
Notes on the 2017 Resolutions Letter
Ordinary Resolution (A) gives the Board authority to convert £1,843,214.60 of loans into shares (36,864,292)
Special Resolution (D) gives the Board authority to waive pre-emption rights over £1,843,214.60 worth of shares for 5 years
Paul Barry has converted only £474,483 loans to shares and purchased £560,000 new shares since totalling £1,034,483 of shares (20,689,660)
Adrian Hauser has purchased £50,000 new shares since
Authorised share capital from 2002 Articles = 69,879,740 shares
Shares subject to Resolutions [A] and [D] = 36,864,292/69,879,740 = 52.75%
MINUTES OF THE CFU TRUST BOARD MEETING 2ND JULY 2018
The CFU Trust Board (TB) met on 2nd July 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Martin Chapman, Colin Proctor, Dave Matthew-Jones, Joy Childs, Nigel Browne and Terry Wilby.
Apologies were received from: Carol Looker, John Bilboa, Andrew Stephen, Brian Thorby, Pat Morgan, Nigel Pearce and James Taylor.
The following is an abbreviated version of the minutes of the meeting.
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On membership, Terry confirmed that CFU currently has 310 paid up members.
On the lottery, Nigel B said that the jackpot was still rising and approaching its maximum. The new tables for the Abbey Arms and behind the Habbin, funded by the lottery, have arrived. Hoping to re-introduce non-cash prizes, BT is in negotiations.
On 100 Years of Coconuts, via email Pat reported he had applied for Mick George Community Funding and will also re-apply for Lottery funding. Some ex-players will attend a game in September.
DMJ reported that Paul Barry had attended an additional board meeting during the month. He briefed the TB on relevant matters, the detail of which (as before) is not for wider publication.
James and John had been tasked with analysing the changes to the Club’s Articles of Association made in summer of 2017, but in their absence a full report and discussion was deferred until the August TB meeting.
The TB agreed that an independent audit of the 2017-18 club accounts was very important. This is in the light of the significant and unexpected losses reported in 2016-17, which the TB and many other shareholders consider have not been adequately explained by the Club. For the 2017-18 accounts, shareholders need to know that these are full and accurate and that proper reporting processes are in place.
A list of suggested areas for examination by an audit, contributed by Martin, was sent to the CUFC Board and Paul Barry. These are not one-off questions and should be answered regularly, ideally by way of a half-yearly report to shareholders to help rebuild their confidence in the CUFC Board. The TB thanked Colin for his hard work in contacting and securing the necessary support of 10% of shareholders to require an audit, in line with s476 of the Companies Act. Robert has developed a means to acquire email counter-signatures, if required, and will discuss with Andy Beattie to ensure it would be acceptable. Joy offered to obtain the counter-signatures by post if need be.
The CUFC Board is expected to discuss the audit at its next meeting. The TB agreed to proceed with the formal s476 audit request unless the Club gave clear assurances that it would voluntarily undertake a more extensive audit.
In summary Robert thanked all TB members for their hard work in both preparing for a potential s476 audit request and for developing the alternative options.
As AOB:
The TB will meet again on Monday 6th August 2018.
The CFU Trust Board (TB) met on 18th March 2019. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Dave MatthewJones, Nigel Pearce, Terry Wilby, Joy Childs, Andrew Stephen, John Bilboa, Nigel Browne, James Taylor, Carol Looker, Colin Proctor and Martin Chapman.
Apologies were received from: Pat Morgan and Brian Thorby.
The following is an abbreviated version of the minutes of the meeting.
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On membership, Terry said that CFU currently had 271 members.
On finance, James reported that CFU has £23k in its main bank account.
On the lottery, Brian had reported that it had 145 members and that a donation is to be made to Abbey Meadows School for its KS1 reading project and the purchase of books.
In his SLO report DMJ covered the following:
• Help has been given to Blackpool Supporters’ Trust; • Volunteer work around the ground continues; • In response to previous query regarding rubbish bins in the Habbin – it is quicker with the blower to have no bins
On Coconuts, in Pat’s absence Robert read his report.
DMJ’s FED report included the following (other items not minuted):
• The auditors at the Club are still asking questions but must finish soon. Companies House needs audited accounts to be posted by 31st March. • In response it was suggested that CFU ask members for questions to ask at the Club’s Annual Shareholders’ Meeting and to be posted on the CFU website. Martin also offered to speak to the auditors if needed.
The TB discussed arrangements for its upcoming AGM. Robert confirmed it is to be held on Monday 8th April in the Supporters’ Club. The deadline for notifying members is 25th March. The following had been circulated for discussion: • Draft annual report/statement: Copy to be sent to members and, out of courtesy, to club. Nigel asked board if anything in draft needed alteration. He noted suggested changes. The report also to be published on the CFU website. • Draft “What is CFU?” statement: This has been updated, including to reflect CUSP. Nigel accepted alterations suggested by the board members including putting a short management summary at the top. • Accounts and notes: James went through the Accounts and Notes. Clarification still needed on 50p and 5p shares and how they should appear in the accounts. As the Lottery accounts appear within the circulated document it was decided unanimously to ask the Lottery for a donation towards costs. Terry confirmed no nominations had been received, except for DMJ nominated by Robert and Nigel. On the Q&A, Steve Jackson is to host with Colin Calderwood and Ben Strang attending. Questions on football not business matters.
On CUSP, Nigel reported that 17 candidates had self-nominated competing for 11 places. Voting will be online, each voter will vote for 6 candidates. Advice from Supporters Direct and an independent observer appointed from Exeter Trust working with Tom Stewart. Nigel’s role will end after the election. On the Club’s audit, Robert confirmed it was still on-going. Questions are still being asked. Robert has emailed Shaun Grady last week on progress. In reply SG said he will be in touch. Joy asked whether CFU should have an EGM if something happened too late for the 8th April. DMJ offered an open meeting in Abbey Arms if necessary.
On the future CFU role, the TB will discuss this as a main agenda item at next meeting. We will ask the AGM what we should be doing and what we should not be doing.
Under AOB:
• Robert asked if we want to present a trophy for CFU Player of the Year again this season? • Frank asked about Simon Dobbin being given access to iFollow - passes are held by CUFC, they could give him one. • DMJ said he will query how pitch marks are given as our pitch is rated 3.8/5. He also reported that the ACV is on back burner for the time being. • John reminded the TB that we are still to discuss the Supporters’ Club, we should get this on an agenda with sufficient time to discuss. • Carol mentioned a young supporter with cancer – can CFU support him in any way? DMJ will try to get signed shirt for carol to raffle. Needs publicity.
The date of the next meeting: Monday 29th April in Abbey Arms at 7.30pm.
MINUTES OF THE CFU TRUST BOARD MEETING 18TH FEBRUARY 2019
The CFU Trust Board (TB) met on 18th February 2019. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Dave MatthewJones, Nigel Pearce, Terry Wilby, Joy Childs, Nigel Browne and Martin Chapman.
Apologies were received from: Andrew Stephen, John Bilboa, Pat Morgan, James Taylor, Carol Looker and Colin Proctor.
The following is an abbreviated version of the minutes of the meeting.
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On actions from the previous meeting, there is still no reply from iFollow regarding Simon Dobbin and DMJ has still to speak to Gareth / Henry regarding allocated seating.
On membership, Terry said that CFU currently had 278 members.
On finance, James reported that CFU has £24k across its three bank accounts, this includes £1500 from the Coconuts Hall of Fame dinner and book sale receipts.
On the lottery, Brian had reported that it had 146 members.
In his SLO report DMJ covered the following:
• DMJ recently went to Parliament (Portcullis House) to visit the Labour party Shadow Sports Minister to discuss supporter representation eg SLO, FED and Fans’ Parliament; • He had been contacted by a charity representing a blind person from Littleport asking for someone to buddy up with him - Nick Parker will talk to Cam Sight • Supporters’ Direct and the Football Supporters’ Federation have now merged, the new organisation is called The Unified Football Supporters Organisation (TUFSO). CFU will join, Robert to complete the forms.
DMJ’s FED report included the following (other items not minuted):
• Auditors have been raising questions going back a period of time; • Drainage at the training ground is causing problems, he been there with Ian Darler to find out what costs might be involved in improving this; • DMJ and other volunteers have been helping with the pitch for the past few weeks in the absence of a member of the ground staff;
On the on-going audit at the Club, Robert has approached Duncan Scott to attend the follow-up meeting with the Club.
On the Fans Parliament, Nigel P had copied the TB the draft constitution. RO asked for definition of who is a fan (5.1 and 10.3). A meeting is arranged for 28th February for all 22 potential candidates. The Board is happy so the process is going to the next stage. We discussed the election process – a match day ballot is more secure than on-line. RO can advise on election processes and provide a hand stamp to prevent duplicate votes.
The TB discussed the forthcoming CFU AGM. James confirmed the CFU accounts were now at the examiners and will be ready for end of March. Martin raised the issue of share devaluation from 50p to 5p and how this appears in CFU accounts. The TB agreed that the AGM would be a good forum to discuss the future role of CFU, especially given the creation of the Fans Parliament. DMJ felt that the Fans Parliament should deal with nitty-gritty issues, CFU therefore could deal with the bigger picture. Robert said the Club might want its relationship with CFU to change. Nigel P suggested we need to review CFU Aims and Objectives published in 2018 in the light of the new Fans’ Parliament and falling membership.
It was agreed that Nigel P would draft a CFU Annual Report, to include our role in ensuring the audit of the Club’s accounts. The TB deferred a decision on who to invite to the AGM from the Club. Provisional date Tuesday 2nd April in Supporters’ Club - DMJ to check its availability. Nominations for Board and FED to go out by 26th February, paperwork by 19th March, article in 9th March Programme. Cut-off date for nominations 11th March noon. Hard copies to be posted for those members without email. James will circulate the accounts via e-mail.
Under AOB:
• Nigel B asked whether we could follow the example of Charlton Athletic and make the Abbey Stadium an Asset of Community Value. Robert suggested
this was not the right time. DMJ will discuss with Club the possibility of seeking an ACV. • Martin highlighted the lack of rubbish bins in the Habbin. DMJ explained these cannot be put on the yellow cross-hatching areas.
Date of the next meeting - Monday 18th March in Abbey Arms, but TB members to keep 11th free in case needed please.
MINUTES OF THE CFU TRUST BOARD MEETING 21ST JANUARY 2019
The CFU Trust Board (TB) met on 21st January 2019. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Colin Proctor, Carol Looker, Dave Matthew-Jones, James Taylor, Nigel Pearce, Terry Wilby, Joy Childs, Nigel Browne, Pat Morgan, Martin Chapman and John Bilboa.
Apologies were received from: Brian Thorby and Andrew Stephen.
The following is an abbreviated version of the minutes of the meeting.
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Margaret reminded the meeting of the decisions taken at the special TB meeting held on 14th January, to discuss CFU TB actions on behalf of CFU members and our shareholding in the event of a bid to take over the football club. A written version has been sent to DMJ, the decisions otherwise are to remain confidential.
On membership, Terry said that CFU currently had 279 members.
On finance, James reported that CFU has £22.5k across its three bank accounts.
On the lottery, Brian had reported that it had 146 members.
In his SLO report DMJ covered the following:
• He had looked after a group from Brazil at the Northampton game; • An 85 year old man had gone missing at the same game, the Common was searched by the police. Fortunately he arrived home safely by taxi, evidently having missed the supporters’ coach; • Work at the ground has gone well despite a key member of the ground staff being off sick since before Christmas.
DMJ’s FED report included the following (other information is treated in confidence and not minuted):
• There will be a Fans Forum on 7th February, to focus on footballing matters;
• The audit is still on-going. It will cover much of what CFU had asked for. We need to discuss with the club the release of information – Robert to go back to Shaun to make sure this happens; • The Elite Player Performance Programme (EPPP) (aka “Triple P”) academy funding levels make it a struggle for clubs at our level. Colin commented that money is killing the game.
Nigel P reported on the work to research a Fans’ Parliament. The working group met the previous week. Godric is happy with the draft constitution and will take it to the next board meeting. The draft constitution will be shown to the prospective candidates at a meeting in February, with elections to follow to select the 11 fans that will form the parliament. The election process is not yet decided (online or a matchday ballot). We need to ensure that only CUFC fans vote. Nigel P listed a few of the salient points from the proposed constitution:
• No constituencies; • Once elected the parliament will appoint a chair and vice-chair • First past the post voting system; • Each parliament will last two years; • At least four meetings a year with the club; • A fans parliament AGM will be held once a year, open to all fans; • An annual report will be produced; • An EGM can be called if supported by 250 fans; • Funding still needs to be sorted – but this should be minimal.
John asked where CFU fitted into this. We don’t, CFU and the fans parliament will be separate. Terry confirmed, however, that several potential parliament candidates are CFU members. At the CFU AGM we will have the chance to reinvent ourselves. DMJ thought that because we will be two separate entities this must be made clear at our AGM and we must spell this out in a structured way.
The TB discussed the upcoming CFU AGM. Frank read out a list of the TB members needing re-election: Brian will not be standing, but James, Martin, Pat, Nigel B and Terry will. James will prepare the CFU accounts as soon as the date of the AGM is known. The date will be a Tuesday, venue the Supporters’ Club. The CUFC shareholders meeting has to be held by the end of March. If the CFU AGM comes first we can agree what questions we should ask on behalf of members. If the CFU AGM follows the shareholders meeting we can
discuss the outcome. CFU needs to give 2 weeks notice of its AGM and another 2 weeks for TB and FED nominations. With this in mind we need to speak to the SC to see availability during the week beginning 25th March. DMJ to action. Do we need a Q&A with the Head Coach given the AGM will follow the Fans Forum?
Under AoB:
• DMJ will contact iFollow to see whether United home games can be screened live in Simon Dobbin’s house; • Joy asked how we can make decisions between TB meeting, that need urgent action. We agreed that a clear proposal can be sent to Robert, initially. If it’s thought to be urgent, TB members would be asked to confirm their support or otherwise by email vote. Votes to be sent to Secretary. • Should CFU subsidise CFU members on Away coach? We agreed in principle, yes. Which game? Macclesfield. Offer £5 off for CFU members. Robert will talk to Lorraine about logistics of the plan. • There is a Big Match on 12th May in Ely to raise money for Simon Dobbin. Is there anyone else we should support? • Nigel P asked re £2 tickets at Notts County, should we press club to do the same? DMJ will speak to Henry. • Nigel B highlighted problems with allocated seating at recent away matches. Fans need to be able to choose seats if stewards will enforce allocation. Margaret will alter pre-match letter to find out the away club policy. DMJ will talk to Gareth / Henry to remove any problems this end. • Martin suggested that dates of future Trust Board meetings should be fixed in advance. Agreed – after AGM.
MINUTES OF THE CFU TRUST BOARD MEETING 17TH DECEMBER 2018
The CFU Trust Board (TB) met on 17th December 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Colin Proctor, Dave Matthew-Jones, Brian Thorby, James Taylor, Nigel Pearce, Terry Wilby, Joy Childs, Nigel Browne and Pat Morgan.
Apologies were received from: Andrew Stephen, Carol Looker, Martin Chapman and John Bilboa.
The following is an abbreviated version of the minutes of the meeting.
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On membership, Terry said that CFU currently had 292 members.
On finance, James reported that CFU has just under £22k across its three bank accounts and that there were no outstanding payments due. DMJ suggested that CFU should donate money for the benefit of United fans that attend the Morecambe match, and the TB agreed £100. NB: This was offer subsequently withdrawn in the light of the Club paying for the admission of fans at Morecambe.
On the lottery, Brian said it had 147 members and that it now had a new logo.
At this point in the meeting DMJ entered with Renford Sargent who gave an update on the Board’s search for a new Head Coach. He spoke positively about this, the Board, Paul Barry’s role and then answered questions. It was agreed that no other detail of this discussion was to be minuted.
On 100 Years of Coconuts, Pat provided his normal comprehensive report, to be filed with these minutes. “Lovely Bunch” books have sold to a value of £10k, probably making £3k profit.
In his SLO report DMJ covered the following:
• Four articles about the SLO role have appeared on the website, with more to come; • Away fans’ experience at CUFC have been largely positive. But Bury’s experience was bad, compounded by the Bury press team receiving some
abuse from fans sitting near the Press Box - increased stewarding near the Press Box has now been introduced; • DMJ has been able to publicise things done round the ground thanks to the Lottery funding; • DMJ and Brian attended the Football Business Awards meeting in London on behalf of CFU. Cambridge Utd did not win anything this time; • The Christmas Tree pattern on the pitch for the Yeovil game was well received. Besides being widely reported it resulted in sponsorship and the white line company featured it on their website. As it happened, a further 20 minutes of rain could have caused the Yeovil match to be abandoned.
DMJ’s FED report included the following (other information is treated in confidence and not minuted):
• The audit of the club’s 2017-18 accounts is well under way and figures / statements will come out at the end of January / early February. The audit once completed will allow the club to better monitor income, expenses and costs; • On communications, Shaun Grady is responding to an e-mail from Robert regarding progress on CFU questions on the Audit. Reassuring words from CUFC are needed and should be on their way; • The new Head Coach will be appointed soon.
Nigel P reported on the work to research a Fans’ Parliament. Because of a positive response, an announcement before Christmas will confirm that we are definitely going to set one up. To date 17 individuals have expressed an interest in standing. Looking at other clubs, none have elected representatives. The Working Group has suggested 12 elected members. There will be one ballot for the whole parliament, but on the form it will be stated what each individual would represent. Further stages will be as listed in previous minutes. Nigel P asked if CFU should have a reserved (ie guaranteed) place on the new FP. The TB said we should, given that the Supporters Club was to have a reserved place. NP will report this back to the FP working group. A straw poll was held as to whether there was a better name than Fans’ Parliament. This showed Fans’ Council was preferred.
James requested that someone else on the Trust Board share access to the CFU Easy fundraising Account. It was agreed that James will transfer it to the cfuinbox.
The TB discussed preparations for the CFU AGM. The CFU accounts are currently being audited. The 2019 AGM will be held in the Supporters’ Club, date to be arranged.
Under AoB, Nigel P reminded the TB we had given the a list of 21 things to the BoD to improve communication with fans, but that only four have been publicly adopted. The TB agreed to follow this up in due course.
MINUTES OF THE CFU TRUST BOARD MEETING 12TH NOVEMBER 2018
The CFU Trust Board (TB) met on 12th November 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Dave MatthewJones, Brian Thorby, Andrew Stephen, Nigel Pearce, Joy Childs, Nigel Browne and Martin Chapman.
Apologies were received from: Pat Morgan, Colin Proctor, Terry Wilby, James Taylor, Carol Looker and John Bilboa.
The following is an abbreviated version of the minutes of the meeting.
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On finance, CFU has almost £22k across its three bank accounts.
On the lottery, it has 148 members. It will fund new hand dryers for the Habbin and NRE toilets costing around £1,000, to be installed before the next home game. It was noted that the back of the Abbey Arms needs repairs.
The main part of the meeting focussed on the proposed Fans’ Parliament, which CFU has been asked to lead in setting up. The meeting worked through a discussion paper prepared by Nigel P. It was generally well received. Comments from Pat and James were read out by RO. Issues raised included:
• What to call it - Fans’ Panel? Supporters’ Board? Amber Assembly? Fans’ Council? • What will happen to CFU? Fans’ Parliament would help DMJ fulfil his role as SLO. If Fans’ Parliament represents all supporters, CFU can represent its members. Remember CFU is a shareholder with FED; • Noted that meetings will include Club officers not just directors; • Need to find out if there’s an appetite for this. Is anyone willing to stand? Use all media including leaflets near turnstiles - Bury match 24th November (volunteers needed); • Arrange a founding meeting for people showing an interest, having asked what areas a person would want to represent; • Constituencies - will come from interested parties, but at least one for each home area of the ground;
• A Working Party to be set up, chaired by NP with DMJ + suggested Martin Hunter (as a non-CFU member), Richard Toombs and Gina Heath (as non-TB members); • Pat’s nephew is in Wolves’ fans’ parliament – can be contacted for advice. • Junior Parliament a future possibility; • Involvement of members of message boards/ Moosenet etc; • A timetable was agreed – namely consulting fans as soon as club confirms it is content; consulting other clubs straight away; presenting emerging findings by 14th January; submitting final report by 31st January; completing elections by 18th March with first meeting of Parliament by 30th April; • Need to check those put forward for election are not subject to a Banning Order; • James made the point that this is long term measure, so what can be done to improve comms in the meantime?
Agreed actions:
• Nigel P to redraft letter to BoD and send to CFU board; • Nigel P to run timetable etc by Godric; • DMJ to talk to Tom re Press Release list and to resurrect CFU Press Release list; • DMJ to talk to Gina regarding joining working party; • NP P to meet deadlines for articles in programme etc; • NP P to remind the club that it can still implement many of the other things suggested by CFU to improve communications (such as directors mingling on matchdays) even though they have not publicly committed to them.
Under AoB:
• The TB agreed that CFU would sponsor Matt Foy, Finley Iron, Lee Watkins and Emmanuel Osadebe, and that we should also sponsor some youth players. There is a meeting upcoming with Amy Ganderton and Tom Pell to see if the Lottery is able to help with younger players.
• The Price Bailey audit team is currently working at the club.
• Andrew said that 50 copies of Amber News were printed. Some Senior Lunch attendees found print size too small. Perhaps future editions could be put in corporate areas? Some are already in Caravan.
• DMJ said that money will be made available by the BoD for January transfers.
MINUTES OF THE CFU TRUST BOARD MEETING 8TH OCTOBER 2018
The CFU Trust Board (TB) met on 8th October 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Colin Proctor, Dave Matthew-Jones, Brian Thorby, Andrew Stephen, Nigel Pearce, Terry Wilby, Joy Childs, Nigel Browne and Pat Morgan.
Apologies were received from: James Taylor, Carol Looker, Martin Chapman and John Bilboa.
The following is an abbreviated version of the minutes of the meeting.
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On membership, Terry said that CFU currently had 309 members.
On finance, CFU has £22k across its three bank accounts. Membership of the Football Supporters Federation was up for renewal, although membership is free a donation of £50 was agreed.
On the lottery, Brian said it had 147 members and that the jackpot had recently been won.
Pat provided the chair’s annual report from 100 Years of Coconuts AGM, highlighting the names of the new officers and the success of the Cambridge United Former Players Association (CUFPA) attending the match on 22/9/18. He confirmed that tickets for ex-players + guest are available for non-sell-out games. The book “Barnwell at War” is almost ready. He had already received 55 pre-orders for the third volume Andrew Bennett’s book, to arrive in time for Christmas.
In his SLO report DMJ noted that he had attended a Safety Advisory Group (SAG) meeting, CUFC was complimented on the CFU-led work done around the Abbey. The next SAG meeting will discuss counter-terrorism and will include a training session for stewards. It will also discuss data hacking. The SAG is also examining how supporters of two clubs can be safely accommodated in the same stand, which is relevant to the South Stand at the Abbey when the club holds promotions there. He said another concert is likely to be held at the Abbey in the summer of 2019, but more planning is required to learn the
lessons of 2018. United is up for an award from “Football Business” magazine, and he will attend an awards ceremony with Brian.
DMJ provided his FED report in confidence to the Trust Board. It included confirmation of the club’s plans for improved communications with fans, and that the recent appearances of Graham Daniels and Ben Strang on the radio were part of this. He again highlighted the positive impact of the new Finance Director, Duncan Foyle.
Joy asked if anyone had seen Martin Hunter’s attempt to get some fans to fund a loan player for the rest of the season. DMJ has sent details of this proposal to the BoD (and Andy Fox and Martin Hunter have since met with Directors Eddie Clark and Ian Mather to discuss).
Robert confirmed he and Nigel would attend a meeting with Godric Smith on 13/10/18, along with other fan and media reps, aimed at discussing how the club can improve commination’s with fans. The TB agreed a list of 21 suggestions as to how this might be achieved, to be sent to Godric ahead of the meeting. Andrew said he felt most fans believe there is no leadership and therefore no spokesman at the club, and that until awkward questions are answered people will not trust the BoD – the TB agreed. The EFL requires two fans forums a year: perhaps we could hold one at our Open Day? Other clubs hold regular ‘surgeries’. Nigel P wondered if the BoD should issue an apology to fans and shareholders, for the recent financial losses. CFU discussed how it, too, could improve communications with its members. Amber News could include CFU statements and press releases.
The planned pre-audit meeting with the new Financial Director and the audit team from Price Bailey had been delayed, due in part to staff sickness. CFU member and financial expert Duncan Scott also needs to attend. Hopefully this will shortly be resolved. We noted that it is encouraging that our questions are being absorbed into the audit. We noted the potential conflict of interest in a sponsor undertaking the audit, but auditors must adhere to legal obligations and professional standards. The result must be made public and shareholders given a full report.
We discussed the potential sale of Wembley Stadium. DMJ will publish an article, to encourage fans to contribute to the Football Direct and Football Supporters’ Association consultation.
Under AoB:
• Nigel P asked if we could have the dates of EFL meetings, so that we could consult members on the issues being discussed. DMJ will ask Andy Beattie;
• Andrew asked should Amber News remain monthly? We agreed it should, and that some hard copies should be made available – we can use Coconuts’ printer at cost. Joy suggested highlighting articles to attract extra readers. Andrew stressed that more contributors are needed.
• DMJ said that “Boots for Africa” would be collected on Saturday.
• Nigel B asked whether the £2 extra pay-on-the-day applies for Cup matches? . It does, but not for the Checkatrade.
MINUTES OF THE CFU TRUST BOARD MEETING 3RD SEPTEMBER 2018
The CFU Trust Board (TB) met on 3rd September 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Colin Proctor, Dave Matthew-Jones, John Bilboa, Brian Thorby, Andrew Stephen, Nigel Pearce and James Taylor.
Apologies were received from: Carol Looker, Pat Morgan. Terry Wilby, Joy Childs, Martin Chapman and Nigel Browne
The following is an abbreviated version of the minutes of the meeting.
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On membership, Robert said that CFU currently had 307 members.
On finance, James said CFU has £21k across its three bank accounts at the end of August. The CFU sponsorship of the CUFC Futsal team had been paid.
On the lottery, Nigel B said it had 150 members and that the lottery would sponsor kit man Gordon Millar for the coming season.
In his SLO report DMJ noted that the CFU website now contained more supporter information than the official CUFC website. Margaret provides the information sheet for away fans coming to the Abbey. Ben Philips is the new club photographer. DMJ has received complaints about the accessible toilet in the NRE - it has now been repaired. The lottery will fund an alarm for the accessible toilet and the door will eventually be relocated. In the meantime the Supporter’s Club will kindly allow fans to use the accessible toilet in the SC.
DMJ intends to arrange two more post-match meetings and is considering how more fans might be encouraged to attend. The hard work of the volunteers around the ground has continued, and has prevented the possibility of some parts of the ground being closed on H&S grounds. DMJ thinks the match day programme is getting better but there is still room for improvement. Shaun Grady and other directors will contribute articles, as will Tom Pell on the youth team.
In his FED report DMJ reported on the recent board meeting. He has met with the new Finance Director, Martin Foyle who already appears to be making a positive impact.
Robert confirmed the club has appointed Price Bailey to undertake the audit of the 2017-18 accounts. CFU is still waiting to meet with the audit team, but in the meantime we have secured the help of a CFU member who works as a finance professional to join the meeting and provide expert advice. Nigel P agreed to draft an audit meeting brief – to outline the CFU approach to the meeting and the outcomes sought – and to circulate to TB members for comment.
Nigel P presented a draft MOU between the club and fans, to outline how we will work together for our mutual benefit. The draft is based on the model prepared by Supporters Direct. The TB agreed the MOU needed a para to explain more clearly the role of the Fans Elected Director and how this fits with the MOU processes. The TB is happy for NP to continue to work on the MOU.
Under AoB:
• Frank took the opportunity to respond to comments on his minute taking. The TB accepted this and has full confidence in Frank. All TB members will have the chance to comment on each set of draft minutes;
• James asked whether CUFC could do more to make season ticket holders aware that pay-on-the-day ticket prices for cup games are more expensive than those bought in advance – DMJ will refer this to Gareth at the club;
• John asked for a future discussion on whether CFU should insist on receiving shares in return for all types of investments it makes in the club;
• Andrew stressed the importance that the Amber News is not censored, and the TB agreed. DMJ asked that the player ratings used in AN are baselined at 5/10. NP suggested that hard copies could be sold at the CFU caravan.
MINUTES OF THE CFU TRUST BOARD MEETING 6TH AUGUST 2018
The CFU Trust Board (TB) met on 6th August 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Martin Chapman, Colin Proctor, Dave Matthew-Jones, Joy Childs, Nigel Browne, John Bilboa, Brian Thorby, Andrew Stephen, Nigel Pearce and James Taylor.
Apologies were received from: Carol Looker, Pat Morgan. Terry Wilby
The following is an abbreviated version of the minutes of the meeting.
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On membership, Robert said that CFU currently had just under 300 members.
On the lottery, Nigel B said it had 153 members and that the lottery would sponsor kit man Gordon Millar for the coming season.
DMJ reported that some CUFC backroom staff had left. Some would not be replaced and those that are would be on lower salaries to help reduce the club’s wage bill. A lot of repair work had been required on the pitch after the summer concert. The club will consider carefully whether further concerts should be held on the pitch, but it is acknowledged that they are a potential good source of revenue. The Board has agreed to subject the 2017-18 accounts to an audit. A new part-time, salaried finance director has been appointed, reporting to Shaun Grady. The work the club does with schools has been transferred to the CUFC Trust.
The stadium maintenance work undertaken by the team of volunteers led by DMJ was discussed. Some fans are suggesting this work lets the Board off the hook, but we agreed the work has benefits beyond the stadium maintenance itself, including benefiting the volunteers themselves. DMJ was thanked for leading this work, and for all his efforts as Fans Elected Director.
JT agreed to set up a new CFU TB email group, importantly in a way that will retain the email archive. The TB was reminded that email is not secure. RO agreed to collect and circulate up to date email addresses and phone numbers of TB members.
The TB welcomed the news of the upcoming audit of the 2017-18 accounts. RO confirmed that CFU will have an input to the audit terms of reference, and is waiting for a meeting with the audit team. CFU will press for regular meetings with Renford Sargent and other directors, to re-build our relationship with the Board.
John presented his report on his analysis of the changes made to the CUFC Articles of Association (AoA) in the summer of 2017. There were some concerns to highlight. The changes were presented to shareholders as simply bringing the AoA up to date and into line with the model AoA – in fact we find there are a number of additional clauses slipped in, many that are about protecting the interest of the majority shareholder. Directors can now be appointed and/or sacked by the majority shareholder alone, without referral to shareholders (as was the case), and shareholders’ legal recourse to any actions / decisions of the BoD has been removed. Also, the wording around the appointment of a Fans Elected Director had been amended, removing that “as of right” CFU is allowed to nominate one person to sit on the Board. JB will seek advice from Supporters Direct on this issue.
In concluding the AoA discussion the meeting agreed that (the FED clause apart) there was little merit in re-visiting the changes as they have long been implemented. We now better understand the significance of the AoA and must ensure that future proposed changes are fully scrutinised by CFU, and advice provided to shareholders, before they are voted on. The TB thanked John for his very thorough analysis and report.
The CFU TB will discuss a potential MOU with the club at the next meeting.
Under AoB:
• Concern that tickets for Colchester away increased in price week by week before the game but the club had yet to make them available – DMJ will take this up with the club;
• Nigel P suggested a survey of CFU members, to test how they think we are doing – NP will draft suggested questions, to issue ahead of the 2019 CFU AGM;
• Margaret reported that a new away fans information sheet had been created;
• Robert reported that the floor of the CFU caravan had been replaced.
CFU REVIEW OF THE CHANGES MADE TO THE CAMBRIDGE UNITED FC ARTICLES OF ASSOCIATION IN JULY 2017
New Articles- Background
Proposed by Special Resolution circulated 27th June 2017 prepared by Mills and Reeves and based on new Companies Act -“Model Articles”- which were updated following numerous Company issues regarding the failure of Directors in their duties ambiguity in the Companies Act and Corporate Governance reviews and pending legislation.
The New Articles -Process
A special Resolution is needed with 75% shareholder support to change a company’s articles.
It is legal to obtain this by written resolution without holding a meeting of shareholders and the resolutions carried as soon as 50%+ (ordinary)75%+ (special) responses in favour are received.
The new articles appear to have followed the proper legal process and cannot now be challenged unless it can be shown the correct percentages were not reached.
The results of the vote must be retained for a minimum of 10 years and are open to inspection by any Director accompanied by a “specialist” for advice if required.
Significant Differences between old (2002 amended by special resolutions to June 2017) and the new articles (July 2017)
Pre-emption rights.
These are statutory rights for existing shareholders, confirmed or amended in the Articles. They give Existing shareholders first option to buy any new shares issued by the BoD in proportion to their current share % holding.
Any shares not purchased can then be sold to anyone authorised by the BoD.
The same rights apply to the transfer of any shares held by existing shareholders.
Issue of New Shares
The 2002 Articles do not specifically reference new share allocations therefore Statutory preemption rights apply.
This has been changed by the 2017 Special Resolution which by law had to have conformed to the following section from the Companies Act.
“ 5) A special resolution under this section, or a special resolution to renew such a resolution, must not be proposed unless--
(a)it is recommended by the directors, and
(b)the directors have complied with the following provisions.
(6) Before such a resolution is proposed, the directors must make a written statement setting out--
(a)their reasons for making the recommendation,
(b)the amount to be paid to the company in respect of the equity securities to be allotted, and
(c)the directors' justification of that amount. “
The 2017 Articles (S 32 “Exclusion of Statutory Pre-emption rights”) replaces these rights with something very similar but includes a catch-all giving Directors power to
“…allot or grant options or otherwise dispose of them to any persons at those times and generally on the terms and conditions they think proper.” (S 32.4)
The whole of this section in any event has been waived for 5 years by the 2017 Special resolution which allows the BoD to allocate shares whenever and to whoever they wish with no reference to the existing shareholders provided that the written notice conforms to 6) above from the Companies Act. Was this given?
Share Capital
All reference to the amounts and value of issued and unissued share capital have been removed in the 2017 CUFC Articles
Transfer of Shares
The 2002 Articles ensure that any transfer of shares is subject to pre-emption rights.
This is retained in the new articles but with exceptions – “Permitted Transfers” (S 38)
In summary these are • Family Privileged Relations • Trustees of a Family Trust • A subsidiary company of a corporation holding shares or a holding company if the shareholder is a subsidiary company • Shareholder transfers less than 1% of the issued share capital.
Notice of General Meetings
There is nothing in the 2017 Articles relating to notice of meetings so the Companies Act S307 applies.
Voting of members
The 2002 Articles states every member “…shall have one vote for each share…”. This is not present in the 2017 Articles but forms part of the Companies Act.
The 2002 requirement to hold paid up shares as a pre-condition for voting rights is not present on the 2017 Articles.
Appointment and retirement of Directors
The condition in the 2002 Articles (S12.4/5) that two Directors retire by rotation has been removed together with the shareholders right to re-elect or appoint a proposed replacement.
Appointment of a Director can now only be made by the BoD or by Ordinary Resolution (+50% vote)
A majority shareholder can now appoint or remove any Director at any time by receipt by the Company of a signed notice by the shareholder or signed on its behalf by a Director.
This should be considered in conjunction with the following change.
The CFU Director
The wording has been changed regarding the appointment of the CFU Director
2002 Articles
“That as long as Cambridge Fans United (CFU) exist ….. and have not sold the shares they own, they are entitled to nominate one person to the Board as of right and others at the discretion of the Board”.
2017 Articles
“For as long as CFU exists and holds any shares in the Company, CFU shall be entitled to nominate one (1) person to the Board as a Director of the company (CFU Director).
Alternate Directors
There is a new section in the 2017 Articles (S 26-28) not present in the Companies Act allowing Directors to appoint any person agreed by the BoD to act on their behalf as an Alternate in their absence.
An Alternate Director • Are deemed for all purposes to be a Director in their own right with the same legal responsibilities • must be appointed in writing and approved by the BoD • can only be removed in writing by the person who appointed them unless the appointing Director is removed. • must be notified of all meetings and committees attended by the Director who they are an alternate and have the same voting rights.
Transactions with the Company
There are marked differences between the Government proposed Model Articles on which the new 2017 CUFC Articles are supposed to be based and that within the 2002 Articles.
In summary the 2002 articles allow a Director to be fully involved in a transaction once an interest to the BoD is declared (must be declared by law) and the BoD accept their declaration. (e.g. full voting rights, attending meetings, obtaining personal/corporate benefit and/or renumeration).
However the Companies Act 2006 also states a shareholders/member’s resolution is required for a substantial property transaction (5% of assets held if more than £10K, or £100k of assets).
The Act is not specific as to whether this needs to be an Ordinary or Special Resolution (something which would need to be stipulated in the Articles).
The new Model Articles are slightly more stringent on Directors and does not enable any participation in decisions merely by virtue of a declaration only if agreed by an ordinary resolution or limited exceptions.
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[New Model Articles
14.—(1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decisionmaking process for quorum and voting purposes.
(3) This paragraph applies when--
(a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decisionmaking process;
(b) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
(c) the director’s conflict of interest arises from a permitted cause.
(4) For the purposes of this article, the following are permitted causes--
(a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries;
(b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and
(c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors.
(5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.]
------------
The CUFC 2017 Articles are similar to the old Articles and still allow participation in a connected transaction following a declaration to the BoD (notwithstanding that a majority shareholder could also pass an ordinary resolution to waive a declaration under the new Model Articles).
They also categorically state that a Director • is not accountable to the Company for any benefit derived • can be entitled to renumeration- overriding the Article that Directors remain unsalaried • Can vote on any matter connected with the transaction.
Conflicts of Interest
The 2006 Companies Act states Directors have a duty of care to avoid conflicts of interest -S175
“ A director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.
(2) This applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the company could take advantage of the property, information or opportunity).
(3) This duty does not apply to a conflict of interest arising in relation to a transaction or arrangement with the company.”
The 2017 Articles (S 16) allow the CUFC BoD to authorise
“any matter proposed to them….which would if not authorised involve a breach of duty…including without limitation any matter which relates to a situation in which a Director has, or can have, an interest which conflicts ,or may possibly conflict, with the interests of the Company…”
“…may make any such authorisation subject to any limits or conditions they may expressly impose but such authorisation is otherwise given to the fullest extent permitted.”
“For the purposes of these Articles a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.”
Where a Directors relationship with another person has been authorised by the BoD, then the “Companies Act S176 -Duty not to accept benefits from third parties” is ignored and specifically he is not committing a breach
of duty if he absents himself from meetings or receipt of documents relating to such a conflict.
“A director is not required to account to the Company for any renumeration, profit or benefit which he drives from or in connection with a relationship involving a conflict which has been authorised by the directors or by the company in a general meeting” [ ie ordinary resolution]
Directors discretion to make further rules
The 2017 Articles allow
“subject to the Articles the directors may make any rule they think fit about how they take decisions, and about how such rules are to be recorded or communicated to Directors”
This was not part of the 2002 Articles
The Shareholders letter stated that on the basis of legal advice we also intend to bring the Articles of Association up to date with current legislation.
This implies a legal rationale for making the changes which is not the case. The Companies Act 2006 still forms the legal basis for private companies with the results of a longstanding Corporate Governance review to be enacted in potentially 2018/19.
There have been no significant legal changes to the Companies Act which by necessity required changes to the CUFC articles The changes appear to make the powers of the Board and any majority shareholder more wide ranging, particularly with respect to absolving the Directors of any Duty of Care and in allowing transacting for profit with Company (Club) a risk free process.
Notes on the 2017 Resolutions Letter
Ordinary Resolution (A) gives the Board authority to convert £1,843,214.60 of loans into shares (36,864,292)
Special Resolution (D) gives the Board authority to waive pre-emption rights over £1,843,214.60 worth of shares for 5 years
Paul Barry has converted only £474,483 loans to shares and purchased £560,000 new shares since totalling £1,034,483 of shares (20,689,660)
Adrian Hauser has purchased £50,000 new shares since
Authorised share capital from 2002 Articles = 69,879,740 shares
Shares subject to Resolutions [A] and [D] = 36,864,292/69,879,740 = 52.75%
MINUTES OF THE CFU TRUST BOARD MEETING 2ND JULY 2018
The CFU Trust Board (TB) met on 2nd July 2018. Present were: Robert Osbourn (Chair), Margaret Pearson, Frank Pearson (Secretary), Martin Chapman, Colin Proctor, Dave Matthew-Jones, Joy Childs, Nigel Browne and Terry Wilby.
Apologies were received from: Carol Looker, John Bilboa, Andrew Stephen, Brian Thorby, Pat Morgan, Nigel Pearce and James Taylor.
The following is an abbreviated version of the minutes of the meeting.
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On membership, Terry confirmed that CFU currently has 310 paid up members.
On the lottery, Nigel B said that the jackpot was still rising and approaching its maximum. The new tables for the Abbey Arms and behind the Habbin, funded by the lottery, have arrived. Hoping to re-introduce non-cash prizes, BT is in negotiations.
On 100 Years of Coconuts, via email Pat reported he had applied for Mick George Community Funding and will also re-apply for Lottery funding. Some ex-players will attend a game in September.
DMJ reported that Paul Barry had attended an additional board meeting during the month. He briefed the TB on relevant matters, the detail of which (as before) is not for wider publication.
James and John had been tasked with analysing the changes to the Club’s Articles of Association made in summer of 2017, but in their absence a full report and discussion was deferred until the August TB meeting.
The TB agreed that an independent audit of the 2017-18 club accounts was very important. This is in the light of the significant and unexpected losses reported in 2016-17, which the TB and many other shareholders consider have not been adequately explained by the Club. For the 2017-18 accounts, shareholders need to know that these are full and accurate and that proper reporting processes are in place.
A list of suggested areas for examination by an audit, contributed by Martin, was sent to the CUFC Board and Paul Barry. These are not one-off questions and should be answered regularly, ideally by way of a half-yearly report to shareholders to help rebuild their confidence in the CUFC Board. The TB thanked Colin for his hard work in contacting and securing the necessary support of 10% of shareholders to require an audit, in line with s476 of the Companies Act. Robert has developed a means to acquire email counter-signatures, if required, and will discuss with Andy Beattie to ensure it would be acceptable. Joy offered to obtain the counter-signatures by post if need be.
The CUFC Board is expected to discuss the audit at its next meeting. The TB agreed to proceed with the formal s476 audit request unless the Club gave clear assurances that it would voluntarily undertake a more extensive audit.
In summary Robert thanked all TB members for their hard work in both preparing for a potential s476 audit request and for developing the alternative options.
As AOB:
- Those present provided the necessary signatures to update the CFU rules for a Supporters Community Mutual organisation, as agreed at the CFU AGM.
- MP passed on Ian Darler’s thanks for all the work DMJ and his team of volunteer helpers have done around the ground of late.
The TB will meet again on Monday 6th August 2018.
MINUTES OF THE CFU TRUST BOARD MEETING 12TH JUNE 2018
The CFU Trust Board (TB) met on 12th June 2018. Present were: Robert Osbourn, Nigel Pearce, Margaret Pearson, Frank Pearson, Martin Chapman, Carol Looker, Colin Proctor, Dave Matthew-Jones, Andrew Stephen, Joy Childs, James Taylor, Brian Thorby, Pat Morgan and Terry Wilby.
The following is an abbreviated version of the minutes of the meeting.
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Those present signed a confidentiality agreement, as discussed at the previous meeting.
On membership, TW confirmed that CFU currently has 309 paid up members.
On CFU finances, JT said we currently have £21k in the bank.
On the lottery, NB confirmed there are currently 153 members and £36k available in funds. Ten new picnic tables, for use outside the Abbey Arms and behind the Habbin Stand, have been ordered.
On 100 Years of Coconuts, PM confirmed that the first draft of the third of Andrew Bennett’s series of books (“Corona and Champagne”) has been finalised. During the meeting PM received welcome confirmation from Shaun Grady that the redeveloped Abbey Stadium will have space for the Coconuts museum.
DMJ confirmed that a team of 15 volunteers continue to undertake groundworks around the Abbey, this included painting and preparations for the concert.
The TB further discussed the merits of requiring the Club to commission a full audit of the 2017-18 accounts (aimed at restoring shareholders and fans’ confidence in the current Board), the work needed to secure the required support, and alternative options that might provide the same outcome. CP has contacted, and secured verbally the support of, shareholders representing getting on for 10% of the shareholding – the minimum required to trigger the audit . The TB agreed that preparations for triggering the s476 audit should continue but that alternative options should also be explored.
DMJ told the TB that the CUFC Board had agreed for greater openness of board meetings with the CFU Trust Board and, to this end, had given him permission to share high level information from Board meetings, starting with the meeting held on 25th May. This was provided in strict confidence - accordingly the detail was not minuted. RO agreed to thank the CUFC Board for this change in policy.
RO, DMJ and NP reported on their meeting with CUFC Directors Shaun Grady and Renford Sargent earlier the same day. As with the previous meeting (on 14th May) this was helpful and constructive. Both parties agreed these meetings should again become regular events.
Under AOB it was confirmed that CFU would not have a stall at the CUFC Open Day and that CFU will undertake another fans survey during the close season. CFU will seek volunteers to help update and improve the presentation of the information that is provided to visiting clubs.
The TB will meet again on Monday 2nd July 2018.
The CFU Trust Board (TB) met on 12th June 2018. Present were: Robert Osbourn, Nigel Pearce, Margaret Pearson, Frank Pearson, Martin Chapman, Carol Looker, Colin Proctor, Dave Matthew-Jones, Andrew Stephen, Joy Childs, James Taylor, Brian Thorby, Pat Morgan and Terry Wilby.
The following is an abbreviated version of the minutes of the meeting.
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Those present signed a confidentiality agreement, as discussed at the previous meeting.
On membership, TW confirmed that CFU currently has 309 paid up members.
On CFU finances, JT said we currently have £21k in the bank.
On the lottery, NB confirmed there are currently 153 members and £36k available in funds. Ten new picnic tables, for use outside the Abbey Arms and behind the Habbin Stand, have been ordered.
On 100 Years of Coconuts, PM confirmed that the first draft of the third of Andrew Bennett’s series of books (“Corona and Champagne”) has been finalised. During the meeting PM received welcome confirmation from Shaun Grady that the redeveloped Abbey Stadium will have space for the Coconuts museum.
DMJ confirmed that a team of 15 volunteers continue to undertake groundworks around the Abbey, this included painting and preparations for the concert.
The TB further discussed the merits of requiring the Club to commission a full audit of the 2017-18 accounts (aimed at restoring shareholders and fans’ confidence in the current Board), the work needed to secure the required support, and alternative options that might provide the same outcome. CP has contacted, and secured verbally the support of, shareholders representing getting on for 10% of the shareholding – the minimum required to trigger the audit . The TB agreed that preparations for triggering the s476 audit should continue but that alternative options should also be explored.
DMJ told the TB that the CUFC Board had agreed for greater openness of board meetings with the CFU Trust Board and, to this end, had given him permission to share high level information from Board meetings, starting with the meeting held on 25th May. This was provided in strict confidence - accordingly the detail was not minuted. RO agreed to thank the CUFC Board for this change in policy.
RO, DMJ and NP reported on their meeting with CUFC Directors Shaun Grady and Renford Sargent earlier the same day. As with the previous meeting (on 14th May) this was helpful and constructive. Both parties agreed these meetings should again become regular events.
Under AOB it was confirmed that CFU would not have a stall at the CUFC Open Day and that CFU will undertake another fans survey during the close season. CFU will seek volunteers to help update and improve the presentation of the information that is provided to visiting clubs.
The TB will meet again on Monday 2nd July 2018.