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    Extraordinary General Meeting 2016
    Historic Lotus Register Ltd
    4.30pm, 26TH November, 2016
    Elcot Park Hotel, Newbury.
    Minutes

    1. Attendance Register and Apologies.
      1. Apologies received from Jay Sloane, Chris Draper, Louis Lempereur, John Gray, Tony Pashley, Kevin Whittle, Phil Jewel, John Watson, Mike Bennet, Alan Stacey, Constant Wagner, Malcolm Wishart, Paul Thompson plus proxy forms submitted as votes below.
      2. A total of 28 members attended the meeting (of whom 3 had submitted proxy votes which were consequently nullified)

     

    1. Background and Summary of the Merger Resolution

    Paul Davis summarised the case for the merger of Club Elite with HLR, being inter alia, easier to recruit one set of volunteer officers than two, company admin cost savings, Club Elite members to receive quarterly HL magazine, shared membership services, increased long term financial resilience, and greater “clout” as a single club with suppliers.

    1. Members Present – Voting results for the for RESOLUTION: 

     

    “THAT HISTORIC LOTUS REGISTER LTD IS AUTHORISED TO OFFER A MERGER PROPOSAL TO CLUB ELITE (Mk 14) LTD ON TERMS AGREED BY THE JOINT WORKING PARTY, A SUMMARY OF WHICH WAS PUBLISHED TO ALL MEMBERS IN THE ISSUE 86 OF THE MEMBERS’ MAGAZINE (PAGE 16).”

    Votes in favour 27
    Votes against 0
    Abstentions 1

     

    4. Proxy Votes received by Post:

    Proxy A Delegated to the Chairman (Chairman voted in favour) - 71
    Proxy B In favour - 78
    Proxy C Votes against - 0

    The Resolution was carried by an overwhelming majority of 176 in favour with 1 abstention.

    1. AOB.

    A vote of thanks was proposed and carried for the Chairman, Secretary, Peter Horsman, David Morgan in conjunction with Doug Lamb for their time and commitment to the Merger Working Party.

    ADDENDUM - DATED 4th DECEMBER 2016
    Club Elite Mk14 Ltd EGM today voted overwhelmingly in favour of accepting the HLR offer to merge in accordance with the Resolution in item 3 above. The merger will take effect on January 1st 2017.

    Paul Davis

    Secretary, Historic Lotus Register Ltd.

     

    Annual General Meeting 2016
    Historic Lotus Register Ltd
    4.45pm, 26TH November, 2016
    Elcot Park Hotel, Newbury.
    Minutes

    1. Attendance Register and Apologies
      1. Apologies received from Jay Sloane, Chris Draper, Louis Lempereur, John Gray, Tony Pashley, Kevin Whittle, Phil Jewel, John Watson, Mike Bennet, Alan Stacey, Constant Wagner, Malcolm Wishart, Paul Thompson.
      2. A total of 28 named members were recorded as attended the meeting.

     

    1. Approval of 2015 AGM Minutes, Matters arising.

    Two actions had been completed.  Minutes proposed, seconded and Approved unanimously.

    1. Chairman’s Report 2016.

    Firstly, we noted with sadness the passing of Mike Stripe who had been so supportive of HLR over many years, his wise counsel will be missed.  The last year had been one of the most active in the history of the Club, with the formation of HLR Ltd on December 2nd 2015, and the successful negotiation of the merger with Club Elite. The Body of Registrars meeting in February welcomed Club Elite’s David Blacklidge for the first time which has added more expertise into that forum. HLR Membership had fluctuated around the 500 level, and financially HLR had produced a healthy surplus having bought a new HLR Eezy-up, and produced four excellent magazines which had been expanded to include some very interesting content on behalf of Club Elite as well as HLR’s other marques.  This had been well received within HLR and Club Elite members. Malcolm Ricketts read out the Editors report, which featured our largest ever issue 86 (52 pages), and content greater than 90% featuring HLR/CE marques. (A vote of thanks was recorded for Kevin Whittle’s excellent work and Charles Helps’s support with proof reading).  Our event participation throughout the year had been generally well supported with the exception of Silverstone Classic where only half a dozen cars were present. ACTION – PAUL DAVIS : To ask Silverstone for an improved adjacent stand to Club Lotus to enable a joint celebration of the  60th anniversary of the Elite, Seven and Nineteen, as well as the 50th celebration of the 48, 49, 50 and 51. HLR winning stand awards were received at the Classic Le Mans and Classic Castle Combe events, with special thanks to the “two Elrings” Lindoe, Charles Helps, John Watson and Mike Marsden.  

    1. For the record:

     

    Historic Lotus Register Ltd (a not for profit company) was formed on December the 2nd 2015, at which point all membership of the unincorporated HLR ceased, and all members became guarantors (maximum £1 each) of HLR Limited. Improved Third Party Liability, Employee, Libel and Slander and Directors and Officers insurance cover was achieved as a not for profit Ltd Liability Company.  Company Articles of Association and Liability Disclaimers are posted on the website.  These measures have significantly improved the protection of members and Officers of HLR. Ron Gammons advised special caution when dealing with some event organisers who may wish to contractually pass liability over to participant clubs, and to ensure we were sufficiently covered for this eventuality.

    1. Membership and Treasurers Report, Approval of Accounts.

     

    - Doug Lamb presented the Accounts for the year ending September 30th 2016 (attached).  This showed both the unincorporated and incorporated results which combined gave a surplus of £2090.17 for the year, and a net book value £16,196.87. This is a sound footing for the club to move forward, but pressure on all membership renewals must be continually maintained.  In answer to a question from the floor DCL confirmed that, at present, he was the sole person authorised and able to operate the online banking accounts.  DCL explained the difficulties of a club of our size having dual online banking authorisation powers however it was felt that a more robust system of “checks and balances” should be investigated and, if possible, put into effect.  The board agreed to investigate this further.

    -  Doug Lamb proposed the adoption of Section 477 of the Companies Act Audit Exemption.   This is a standard small company audit exemption, and this was seconded and unanimously agreed.

    - While not proposing any increase in membership fees for 2017 Doug Lamb proposed that the Registrars & Directors be authorised, without further membership approval, to increase future annual fees by up to a maximum of, say £5/£10 per member if deemed necessary.  DCL argued that, with subscription renewals falling due on January 1, it was far too late to successfully implement any increase voted at a November AGM.  It was decided that, in view of the potential amalgamation of HLR and Club Elite on January 1, this was not the time to give the Registrars/Directors such authority.


    1. Nomination and (Re) Election of Officers

     

    -  Competition Secretary nominations – Brian Arculus was proposed, seconded and unanimously approved with immediate effect.

    • Editor nominations – Kevin Whittle had indicated a desire to retire from the post as soon as possible in 2017.  No nominations were received, and no replacement has yet been found, but when Kevin departs the role, HLR will, if necessary, rotate the responsibility for each issue for a short period around the officers of the club until a permanent appointment is made (as in the past).
    • HLR Director with oversight of Club Elite integration – Roger Garrett- Brown was proposed, seconded and unanimously approved as a Director of HLR with effect from December 4th 2016 (and subject to Club Elite EGM approval of merger).
      • ADDENDUM 5th December 2016 – Roger Garrett-Brown was appointed Treasurer for HLR with effect from 1st January 2107, following the announcement of Doug Lamb’s retirement from this post and the Board on December 31st 2016.
    • Re-Election of Chairman, Deputy Chairman, Secretary and Treasurer was proposed, seconded and unanimously approved.

     

    1. Club Elite Merger
    • HLR’s EGM approved overwhelmingly the merger with Club Elite as recorded in the EGM Minutes (attached).
      • ADDENDUM 4th December 2016 – Club Elite’s EGM today approved overwhelmingly the merger with HLR with effect from 1st January 2017.
    1. Events 2017

     

    Joint HLR / Elite stands to be ‘the norm’ for large events in future, but we wish to encourage smaller regional gatherings to take place with local organisers as mixed or single marque events.  A list of 2017 major events is attached. Particular attention is drawn to the Castle Combe Lotus Day on May 27th where we will celebrate the 60th anniversary of the Type 14 Elite (including a dinner the night before).  John Watson is organising a 60th Lotus 7 celebration dinner in September at a central location – details to be advised in the April Historic Lotus.

    1. Meeting was closed at 6pm.

     

    Paul Davis
    Secretary, Historic Lotus Register Ltd.

     

 

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