Hamilton Academical Supporters' Society

AGM Minutes

Friday 27

February 2009Low Waters Community Hall

Present

Donald Anderson, Ian Kelly

Apologies

Mark Falconer, Robert Black, David Dickson

Meeting

Ian Kelly to Chair the meeting

It was decided that treasurer Ian Kelly would chair the meeting.

Independent Examination Rule Change

It is hereby resolved to amend the society’s rules by inserting new clauses c-f inRule 86 as laid out below

FINANCIAL AUDIT

86. The Society Board will in respect of each year of account ending on 31

August:a. cause to be prepared a revenue account or revenue accounts which:(i) singly or together deal with the affairs of the Society and any subsidiarycompany or society as a whole for that year; and(ii) give a true and fair view of the income and expenditure of the Societyand any subsidiary company or society for that year;b. cause to be prepared a balance sheet giving at that date a true and fairview of the state of the affairs of the Society and any subsidiary company orsociety.c. In any year of account, the Society shall not be required to appoint auditorsif it is exempt under the 1968 Act and has disapplied the obligation to do so inaccordance with the 1968 Act.d. In any such year, an Independent Examination of accounts under theguidelines recommended by Supporters Direct and all references below inRules 25, 35, 87, 88, and 91 to ‘auditor(s)’ and ‘audited’ shall be read asindependent examiner and Independently Examined’ respectively and rules89, 90, 92, 93 and 94 shall not apply.e. Any decision to disapply the requirement for audit must be passed by theappropriate margins laid down under the 1968 Act at the Annual GeneralMeeting prior to the Annual General Meeting at which the accounts for theyear in question are to be laid before members.f. No decision to disapply shall be valid if the accounts laid before the AnnualGeneral Meeting at which the decision is being taken indicate that the turnoverof the society in that financial year is higher than the specified threshold foraudit exemption in the Supporters Direct Membership Policy, should suchexemption be allowed under that policy.

Anderson, Donald - 12-Dec-03Page 1 of 4

Donald Anderson explained the expense of a full audit, and that the SupportersDirect group, of which we are a member, allows its member organizations todisapply the full audit with a less expensive but less thorough Independent Examination provided the turnover of the organization does not exceed a valuelaid down in their membership policy. The Society turnover is very small and inno danger of exceeding that limit in the near future. The expense of the audit, at £400+, is exceeding the turnover at present.

The resolution was passed unanimously.

Independent Examination for next AGM

It is hereby resolved that subject to the provisions of section 4A of the 1968Friendly and Industrial and Provident Societies Act, the members of the Societyshall not require an audit for the accounts covering the current financial yearending on 31 August 2009 when they are presented to the next AGM held in2010.The members of the society agree that the Accounts for the financial year endingon and for which reports will be laid before the following AGM do not require a fullaudit provided that:•The total income for that year does not exceed the threshold laid down bySupporters Direct for audit exemption (currently £25,000)•An Independent Examination of those accounts is carried out in place of thefull Audit•The Independent Examination is carried out in line with the best practice of Supporters Direct as set out in the Guidance Notes.•A report from the Independent Examiner is included within the Accounts andcirculated to members.The Society notes that•The Independent Examination does not carry the same weight as a full Audit•The members of the Trust instruct the Board to identify a suitably qualifiedpractitioner to undertake the review•The Board shall agree the appointment of the examiner and shall agree theterms of that appointment in writing•Supporters Direct has no liability in respect of any Trust Accounts•Supporters Direct will use the report of an Independent Examiner whenconsidering your Trust’s eligibility for membership as against criteria in itsmembership policy.

Donald Anderson explained that this resolution is required, and in subsequent years, to enable an Independent Examination to be carried out instead of a full audit. The rule change previously passed demands this resolution each year toallow members to insist upon a full audit in any given year if desired.

The resolution was passed unanimously.

Amendment to Rescind need for Society Seal

It is hereby resolved to amend the society’s rules by rescinding the followingrules:26 gshall approve the use of the Society’s seal.30 fhaving charge of the seal of the Society.76The Society Board may delegate any of its powers to committees of theSociety Board and in particular may appoint a sealing committee to considerdocuments submitted by the Executive Board for sealing and if appropriate toseal them.

Page 2 of 4Anderson, Donald - 12-Dec-03

112Society is to have a seal which is to be kept in the custody of theSecretary. The seal is not to be affixed to any instrument except by authorityof the Society Board or a sealing committee appointed by the Society Board.The affixing of the seal is to be attested by the signature of one member of the Society Board and the Secretary.120The registered name of the Society is to be engraved in legiblecharacters on its seal.

Donald Anderson explained that the relevant Acts no longer require the purchaseof a large metal sealing device, which the board considers unnecessary for our operation.

The resolution was passed unanimously.

Financial review

Treasurers report by Ian Kelly. By 31 August 2008, there was £6,800 in the bankplus £3,000 shares in HAFC. The bank balance now £5,728 followingsponsorships, donations and expenses in the meantime.The accounts for the year ending 31

August 2008 were approved by vote of themeeting.

Board Elections – the position

Ian Kelly explained that we are proposing to put trust on Hiatus as there areinsufficient board members. We would still meet once a year. We appear to bewasting our time just now. Things going well at the club and there appears to belittle interest.Donald Anderson elaborated that two board members have already resigned, andthe four remaining members all feel their time might be better spent. The rulesrequire six elected members and two co-optees. Only two were able to attend theAGM. Consulting Supporters Direct, it is understood the trust cannot operate withless than the required number on the board except to pursue new boardmembers and produce the accounts.

Player of the Year efforts and Trust Functions

We now have almost 200 members, albeit with no subscription being paid. Wehad approached the club last summer to try and make sure there is a Player of the Year event at the end of this season. We were told to approach them againlate in 2008, and Mark Falconer had done so around the time of the Motherwellgame in December. Mark has reported there appears to be little enthusiasm forthe trust except from Jim Corcoran, the new director.Donald Anderson pointed out that efforts to arrange such an event have beenrepeatedly frustrated by its co-incidence with the club’s annual youth dinner. Theyouth dinner is an understandable priority given that it raises £10,000s for theYouth Scheme, but suggestions by some people at the club that it is our faultthere hasn’t been a Player of the Year event at the end of the season are unfair.We have been in touch with the club, but have been told the last Saturdayclashes with the Youth Dinner, the next day will be too busy and our best hope isto arrange something on a weekday evening before the end of the season. Thismay not be suitable for many supporters though. At present, John Paterson of HAFSWO is looking into it and will let us know if anything can be thrashed outwith Scott Struthers at the club.It was suggested to move the Player of the Year event to the start of thefollowing season, although the award winners may have moved on by then.

Board Elections – the solution

Kenneth Fee spoke up for the continuation of the trust’s activities, especially withthe increased membership whose interest should be maintained. Suggestedsmaller activities, keeping up meet the manager nights, perhaps presentingPlayer of the Year trophies at the first one of the new season.