ENGLISH CHESS FEDERATION 
ANNUAL GENERAL MEETING 17 OCTOBER 2009

A meeting of the Council was held at the Euston Square Hotel, 152 – 156 North Gower Street, London NW1 2LU on Saturday 17 October 2009 starting at 1:30 p.m.

1.	Attendance
The following list gives names only.  The full Attendance document recording the capacities, in which people attended, together with apologies for absence, is held in the ECF Office with the official copy of these Minutes. 
Mike Adams (MA)	Mohammad Amin (MDA)	Bill Armstrong (BA)	David Anderton (DA)	
Neville Belinfante (NB)	Ray Collett (RC)	Lawrence Cooper (LC)	Nigel Dennis (ND)	
Andrew Farthing (AF)	Chris Fewtrell (CF)	Chris Gibson CG	Simon Gilmore (SG)	
Howard Grist (HG)	Mike Gunn (MG)	Richard Haddrell (RJH)	Roger Hardy  (RH)	
Ian Hunnable (IH)	Chris Jones (CSJ)	Cyril Johnson (CFJ)	Julie Johnson (JJ)	
Roger Kearns (RK)	Andrew Leadbetter (AL)	Chris Majer   (CEM)	Alan Martin (ACM)	
Philip Meade (PM)	Marcus Misson (MM)	John Paines (JLP)	Peter Purland (PP)	
Matthew Read (MR)	Robert Richmond RR	Ben Schofield (BS)	Peter Sherlock PS	
Nigel Short (NS)	Brian Smith (BS)	Gavin Strachan (GS)	Dave Thomas (DT)	
Mike Truran (MT)	John Turnock (JT)	Brian Valentine (BV)	Gerry Walsh (GW)	
John Wickham (JW)	Peter Wilson   (PW)	David Woodruff (DW)		
Others present				
CJ de Mooi – candidate for President (CJM)		Cynthia Gurney (CGu) - Manager of Finance and Management Services	
Andrew Martin (ADM)		Christine Carcas – ECF Office	
John Upham (JU)			

In these Minutes, people may be designated by their initials as shown above.

2.	Welcoming Remarks by the President
The meeting opened with the presentation of a President’s award by the President to David Anderton. This was a specific award on the retirement of the President Gerry Walsh.
GW thanked JW for his work on the awards committee.
3.	Location of Attendance, Apologies and Proxy Lists
Attention was drawn to these.
4.	To note the Voting Register and any amendments thereto 
Attention was drawn to these.
5.	The appointment of Tellers
Mike Adams and Andrew Leadbetter were appointed.
6.	Minutes of Previous Meeting
6.1	To approve the Minutes of the Finance Council Meeting of 18 April 2009 

	The minutes were approved after the following amendments had been were made
•	Page 1 Item 6: Delete the “meeting” following “AGM”.
•	Page 1 Item 6 last sentence: After “White”, add “, who will take over from the end of the meeting”.
•	Page 2 Item 6 1st sentence: Replace was not prepared to abide by” with “would not undertake to”.
•	Page 3 Item 9 1st sentence: Insert “British Championships” before “entry fee”.
•	Page 3 Item 9 4th paragraph 1st line: replace “SH” by “DS”.
•	Page 3 Item 9 4th paragraph 3rd line: replace: “have not” by “not”.

	CEM pointed out that the draft minutes had been available on the ECF website for quite some time; it would be helpful if in future any issues regarding amendment were raised ahead of the meeting. 

7.	
Matters arising from these minutes
7.1	Chess Centre Ltd		Chris Majer
           CEM drew attention to the paper provided to the meeting, which addressed his undertaking at April Council to either implement the Board plan endorsed by Council or explain the reasons for not doing so. He clarified that the CCL shares are part of the BCF PIF.   He added that the availability of cash with CCL will now prove fortuitous as it can provide monies to maintain the ECF’s cash flow through an interest free loan. 

	JLP suggested that if the report is accepted, the change in the Board intentions should be formally noted. He proposed that

	“Council notes the report on CCL Ltd from the CEO and that the Board no longer wishes to bring the fund under the day to day control of the ECF”.
	This motion was passed nem con.
7.2	Other matters arising not otherwise on the Agenda
	CEM was asked why Michael White did not take over as Finance Director; he indicated that he was unclear as to the exact reasons. DA commented that he believed there might have been issues around employer consent.
8.	To receive and approve the Report and Accounts
8.1	President’s Report 	Gerry Walsh
	Report accepted nem con.
8.2	Chief Executive’s Report	Chris Majer
	CEM drew attention to the separate reports on BingoLotto and Chess for Schools. He highlighted the website and IT issues experienced at the Office, these had been very serious and had been the cause of delays in production of the accounts. ACM had been appointed as IT Manager at the morning Board meeting and had already undertaken some preliminary work prior to this in the absence of an IT Manager.
	ACM reported that he had visited the office to try and address continual crashing of programs, and hoped that he had identified action that will resolve this. The current Office IT set up does not involve a conventional server, he believed a server will be needed in order address other issues.
	RJH asked ACM about his IT background, ACM explained that this went back as far as the 1970s. ACM does not intend to undertake all the necessary work himself, DT will be assisting. ACM also added that he is happy to step aside from the post if someone else comes forward. His aim in getting involved was to ensure the Office was in a position to have fully functioning IT systems.
	Report accepted nem con.
8.3	Chess for Schools (CfS) Update							Chris Majer
	CEM explained that the trial distribution events in June/July had not proved a success. Thus alternative methods had been considered. Approximately 100 schools in East Sussex were due to receive their sets via the “LEA” schools distribution system, sets had been delivered to the LEA and it is expected they will be delivered to the schools in the next week. Further such deliveries are planned. MG asked if further deliveries were dependent on sponsorship being gained by Holloid. CEM explained that Holloid have stated that they will fund the materials if sponsors are not forthcoming. They are looking for further sources of recyclable materials as their first option, but will use new if this proves necessary.  Holloid do not have capacity to store sets, therefore they will only produce them as and when arrangements are fully in place for delivery to a batch of schools. He stressed that Holloid insists on being in charge of the release of any information on the project and that he must abide by this.
	JT asked whether distribution of sets was on a geographical basis and noted that concentration seemed to be in the South. GW pointed out that there have been some deliveries in the North, including recently in Berwick to 10 schools that had had no existing chess activity. The South has benefited from more deliveries because that is where Holloid is situated and thus deliveries are logistically easier. The Devon delegate expressed some frustration at the wait for deliveries and asked if it would be possible for them to organise collection of sets themselves for their area.  CEM suggested this could be arranged with Holliod via the ECF office. SG asked what the planned timescales are for the existing “orders” for sets. CEM explained that the aim was to make all the deliveries for the schools currently registered by May/June next year, but this would be dependent on logistics for deliveries so could not be guaranteed.
	JU and ADM updated the meeting regarding the online Certificate of Merit (CoM) and other components of the support package. Trials of the CoM had gone well. A DVD, booklet, book by Stewart Reuben and various leaflets were all part of the package; in addition a link was in place with the ChessCube Internet site to provide additional material. ADM highlighted the potential for significant income from the CoM and support package – a take up from 1000 schools of the £40 package would generate £40k, 10 certificates per school @ £5 each would generate £50k. The package would be ready to go in a month and should be marketed aggressively. RC asked what the net profit element might be, ADM stated that he could not provide this. Concern was expressed about the lack of chess playing teachers ADM explained that the package included material that would teach teachers from scratch. In addition teachers would receive accreditation, which they could add to their portfolio of skills.
	The third element of the CfS project was the setting up of Academies; CEM felt that this naturally follows on from the completion of deliveries, as it may be easier to find someone to run this side of the project once CfS is clearly a success. BA asked if there were plans to let local chess organisations know when sets have been delivered in their area. CEM felt this was a good suggestion. RC felt it was vital that this was done. He explained that his county Worcs had already been looking to forge links between existing clubs/players and schools/parents.
	So far £20k has been borrowed from the John Robinson Trust and used for set up costs. There are no current plans for any further draw down from the agreed loan.
Report accepted nem con.
8.4	Financial
8.4.1	Director of Finance’s Report 
	In the absence of a Finance Director, a report was presented by MA the Chairman of the Finance Committee. He reminded the meeting that the ECF had been without a Finance Director for the past year, although RR had continued to assist with production of the 2008/9 accounts. He apologised for the late arrival of the final accounts, which had been due to the IT difficulties at the office. He thanked CGu and the other office staff for their efforts in very difficult circumstances, and also thanked John Philpott for his report in the absence of a Finance Director. The outcome was badly affected by the £15k loss on the 2008 British Championship, which had been due to unforeseeable circumstances: a combination of bad luck and additional expenses imposed by the venue. Whilst the British Championship loss had been known about in April, the final outcome was worse due to a combination of small amounts, which would not have been significant on their own. CEM highlighted that among the variances where factors linked to the economy: loss of interest due and an effective increase in costs to FIDE due to £/euro exchange rates.  Overall the accounts show a worse result than anticipated at April Council with a £20k loss rather than £15k. The reserves had halved over recent years, a trend that could not continue.  
	To make matters worse the DCMS have been in contact having seen the accounts on the ECF website and have suspended the Government grant, of which £15k of £60k has been received so far this year. The letter received from the DCMS the afternoon before was read out.  They were particularly concerned about the large loss on the 2008/9 accounts and the fact that there was no candidate for Finance Director.  The DCMS is prepared to meet ECF representatives at any time to discuss their concerns and look at the future of the grant. They will need to be presented with positive plans and explanations that allay their concerns over the viability of the ECF. GW explained that he had spoken to DCMS. The DCMS carefully studied the accounts, business plan and strategy prepared by the ECF.  They had made a number of comments –
•	They would accept the lowering of requirement for Finance Director from fully qualified to accounting technician.
•	Transfer of monies from the PIF to re-establish reserves was not an acceptable solution.
•	They noted the reluctance of Council to increases in Game Fee and Membership fees with regret.
•	They considered the Chess for Schools project to be very important and therefore not an item to be ditched. 
GW also highlighted the fact that the Chess for Schools project had cross-party support.
	On a positive note the 2009 British Championships are expected to break even at worst, but hopefully make a small profit. This will have a significant impact on the current year accounts. The IT problems at the office have prevented the production of any meaningful figures for the year to date.
	CEM outlined a plan of action, with the Board putting together a recovery plan in the next couple of weeks. Cuts in expenditure will need to be identified, although there are commitments in some areas that cannot be changed.  CCL will be used as a source of interest-free loan to cover immediate cash flow shortages until game fee income begins to come in during December.  If the launch of the Certificate of Merit is successful this will have a positive impact on office costs relating to the Chess for Schools project.
	With the above in mind it is vital that we have a Finance Director in place before meeting the DCMS. GW appealed to everyone to consider whether they or anyone they knew might be able to take on the role and to pass any names on as a matter of urgency.  AF asked for some indication of time commitment needed for the Finance Director post, RR indicated this was difficult to provide but need not be arduous; the Budget and year end accounts were the most intensive periods covering a week and 2-3 days respectively.
RR suggested that any plan must look to decreasing expenditure rather than increasing income. He also felt that the aim should be to have reserves of £100k. Both would require a plan of 2-3 years. He also suggested that the DCMS may wish to see any plan endorsed by Council. DA felt that the ECF needed more than the current £27k reserves. He saw no point in the PIF holding significant monies that are currently earning very little interest when they could be used to help the ECF.  He explained that whilst the PIF sits under the BCF, monies can be released by resolution – a meeting with the PIF trustees is due shortly. 
Various delegates were puzzled as to why the DCMS might regard movement of funds from the PIF in a negative light. Both DA and GW suggested that with explanation the DCMS would be able to see what we were trying to do. The point was that this was not a solution in its own right.  DT felt that the DCMS would see raiding the PIF for current expenditure as a problem; so long as this was not being done he felt this should not be a problem. 
CG harked back to April Council when expenditure cuts had been suggested but not adopted. MT reflected that successive Councils must bear responsibility for the current situation; the blame does not rest entirely with the Board. SG suggested that the Strategic Plan contained a number of ideas that might assist with the current difficulties. There appeared to be a general acceptance than everything was up for review. RC suggested that future financial controls also needed to be considered in relation to DCMS expectations. CFJ cautioned that any changes would take time to filter through because the accounts contained items that straddled financial years. The possible need for an SGM was discussed. However this would cost around £2k and notification requirements would present delays and difficulties. The meeting concluded that Council should mandate the Board to produce a recovery plan and go ahead with presenting it to the DCMS. This would flag up the agreement of Council without the need to call an SGM. A motion that “This Council gives the ECF Board a mandate to prepare and present a recovery plan to the DCMS” was passed nem con.
8.4.2	To approve the Annual Statement of Accounts for the year ended 30 April 2009 
	Report accepted nem con.
8.4.3	Chairman of the Finance Committee’s Report 		Mike Adams
	Report accepted nem con.
8.5	To receive and approve Achievement Report 		Chris Majer
           NB pointed to a “sustainable income” figure for 2008/9 in Section 4 that was showing as TBA.  CEM explained that the information had not been available at the time that the achievement report was being finalised. This omission had been overlooked following the arrival of the accounts.  RR calculated this element within a few minutes and a figure of £160,095 was provided to the meeting. 
	Report accepted nem con.	
8.6	To receive and approve Other Directors’ Reports

8.6.1	Director of Home Chess 		Cyril Johnson
	Report accepted nem con.
8.6.2	Grading Report 					    	   Cyril Johnson/David Thomas
	MG asked if any there has been further consideration regarding junior grade. DT explained that no change other than that between production of draft and later stage figures for this year had been considered. MG has concerns about issues in checking grades where new juniors involved. DT accepts this does present problems, but feels that the current system needs to bed down. PS asked whether there was any plan to amend the grading limits for the County Championships. CFJ replied that as this was the first year of the new limits, he would prefer to wait until they been in place for a complete season.
	Report accepted nem con.
8.6.3	Director of Junior Chess and Education		Peter Purland
	CG asked whether reports that some juniors had received individual coaching from GMs paid for by the ECF. PP stated that this was not the case. 
	Report accepted nem con.

8.6.4	Director of International Chess (with British Championships	           Stewart Reuben
Report) 
Report accepted nem con.

8.6.5	Director of Marketing 		  Peter Wilson
	Report accepted nem con.
	
8.6.6	Non-Executive Directors 	 Alan Martin and John Wickham 
Report accepted nem con.
8.7	To receive and approve Other Officers’ Reports

8.7.1	FIDE Delegate 		 Gerry Walsh
  Report accepted nem con.
8.7.2	Chairman of the Governance Committee 		John Philpott
Report accepted nem con.
8.7.3	CCPR Delegate	           David Sedgwick
  Report accepted nem con.
      	
9.	To note changes to Regulation No. 2 The Directors and Officers Responsibilities Regulations 
	CEM explained that the Board revises the allocation of responsibilities of the directors from time to time to make best use of the skills available on the Board.   Regulation No. 2 captures these responsibilities and is a Board document.   The document was presented for Council to note – it was so noted.
	Prior to the elections there was some discussion about bringing forward item 13.  Delegates were initially puzzled by this until CEM explained that the Board wished to utilise the skills of both candidates for President by using the spare Directorate to bring John Paines onto the Board in effect as Chairman in advance. However, delegates felt that this should not affect the order of the agenda or the voting.

10.	Elections and Appointments
10.1	President	
C J de Mooi nominated by Mike Gunn (Southern Counties Chess Union), Mike Adams (Surrey County Chess Association) and Adam Raoof (Golders Green Congresses)
John Paines nominated by Alan Martin (Director)
Both candidates addressed the meeting and took questions. The Board made no recommendation to the meeting, stating that they felt that both candidates had skills that would benefit the ECF.
Voting was 164/34 in favour of C J de Mooi.

10.2	Chief Executive	
Chris Majer seeking re-election and nominated by John Wickham (East Anglian Chess Union), Brian Smith (London Chess League), Mohammed Amin (Manchester Chess Federation), Julie Johnson (Midland Counties Chess Union), Mike Gunn (Southern Counties Chess Union) and Philip Meade (West of England Chess Union)
CEM explained that the slow progress with the Chess for Schools project had made him consider whether he should stand for re-election. He had taken sounding from the constituent units and 6 out of 7 had nominated him.  JT of the NCCU stated that CEM should not take the fact that they did not nominate him as a lack of support.
Re-elected unopposed.
	
10.3	Director of Finance	
No candidate
	                   
10.4	Two Non-Executive Directors
Sean Hewitt nominated by Steve Henderson (Cleveland Chess Association), Simon Gilmore (Derbyshire Chess Association) Sean Hewitt (Leicestershire & Rutland Chess Association), Mohammed Amin (Manchester Chess Federation), Chris Gibson (Northamptonshire Chess Association) and Ray Collett (Worcestershire Chess Association)
Alan Martin seeking re-election and nominated by Brian Smith (London Chess League)
John Wickham seeking re-election	
SH did not attend the meeting. ACM and JW spoke briefly to the meeting. The Board made no recommendation as it had determined that it was not appropriate for the Executive Directors to make recommendations regarding the non-executive posts.
Voting was SH 95: ACM 112: JW: 146. ACM and JW were therefore re-elected.
	                 
10.5	Other Executive Directors

10.5.1 	Director of Home Chess	
Cyril Johnson seeking re-election
Adam Raoof nominated by Mike Gunn (Southern Counties Chess Union) and Mike Adams (Surrey County Chess Association)
CFJ addressed the meeting and took questions. AR was not present. The Board made no recommendation having been unable to interview AR.
Voting was 131/77 in favour of Adam Raoof with 2 votes for neither.
10.5.2	Director of Junior Chess and Education
Peter Purland seeking re-election and nominated by Cyril Johnson (Director)
Re-elected unopposed.
10.5.3	Director of International Chess
Lawrence Cooper nominated by the Board and by Stewart Reuben (Director)
Elected unopposed.
10.5.4	Director of Marketing
Stewart Reuben Nominated by Martin Regan (Cheshire and North Wales Chess Association), Sean Hewitt (Leicestershire & Rutland Chess Association) and Ray Edwards (Trustee of the Permanent Invested Fund)
Elected unopposed.
10.6	Other Officers

10.6.1	FIDE Delegate  
Nigel Short nominated by Martin Regan (Cheshire and North Wales Chess Association, Steve Henderson (Cleveland Chess Association) and Dave Cole (Cumbria Chess Association)
Gerry Walsh seeking re-election  
Both NS and GW addressed the meeting and took questions. The Board made no recommendation to the meeting.
Voting was 101/98 in favour of NS with 6 votes in favour of neither.

10.7	Standing Committees

10.7.1	Chairman of the Finance Committee
Mike Adams seeking re-election and nominated by John Philpott (Chairman of the Governance Committee)
10.7.2	Members of the Finance Committee 
Ray Clark nominated by John Philpott (Chairman of the Governance Committee)
Alan Martin nominated by Brian Smith (London Chess League)
John Philpott nominated by Chris Majer (Director)
Ian Reynolds nominated by John Philpott (Chairman of the Governance Committee)
Re-elected unopposed.
10.7.3	Chairman of the Governance Committee
John Philpott seeking re-election and nominated by Cyril Johnson (Director) and Stewart Reuben (Director) 
Re-elected unopposed.
10.7.4	Members of the Governance Committee
Richard Haddrell     }
Andrew Leadbetter } nominated by John Philpott (Chairman of the Governance Committee)
John Paines          }     
Re-elected unopposed.                                         
10.8	To appoint the Auditor 
	Goatcher Chandler were re-appointed
10.9	To consider and approve the appointment of Richard Moore as an Honorary Life Vice-President
	Approved.
10.10	To consider and approve the appointment of Tim Bristow as an Honorary Life Member *

Approved.
11.	To note ECF Awards for 2009 
JW reported that in addition to the awards identified in his paper, Nigel Dennis had received a President’s Award and Ladymount Primary School a BCET award
The report was noted.
To receive and approve the Long Term Strategic Plan 
AF presented this report explaining that it is a shortened version of a longer paper presented to the Board.
GW stressed that this is an important document for the DCMS. JLP expressed the view that it was an excellent document. CEM thanked AF for his work in producing the report.
Report approved nem con.
12.	To consider the future role of the President and, if thought appropriate, to recommend that the Board brings formal proposals to the April 2010 Finance Council meeting to amend the Articles of Association to establish a “triumvirate” in accordance with the proposals in the paper prepared on behalf of the Board by the Chairman of the Governance Committee 
DT felt that in view of the discussions at the April Council meeting this was essentially an item to rubber stamp on the straw poll from that meeting. The meeting concurred with this and the above proposal was adopted nem con.
13.	The dates and locations of General Meetings in 2010
The Procedural Bye Laws require the 2010 Finance Council Meeting to be held in London and the 2010 Annual Council Meeting to be held in London
It was pointed out that the agenda contained an error and that the AGM would be in Birmingham not London.   
•	Finance Council agreed for London on 17th April 2010.
•	AGM agreed for Birmingham on 16th October 2010.
14.	Any other business as advised to the Chairman before the start of the meeting
JLP commented that a number of items on the agenda were non-controversial but procedural voting took up valuable time. He commended the procedure adopted by another organisation of a “consent agenda” i.e. block voting on all items agreed as non-controversial. It was agreed that this was a good idea.

The meeting closed at 6.20pm with thanks expressed by various parties for the efforts of the outgoing officials.