Minutes of the 48th Annual General Meeting

of the Bentley Drivers Club – South East Region

Sunday 19 February 2017

 Copthorne Hotel, Corthorne, Surrey

1             Bob Zannetti, Chairman opened the meeting at 11.30 and welcomed Members and guests in the form of Jimmy Medcalf, President of the Club with his wife Pat. Bob pointed out that later in the meeting he would be putting himself forward as a candidate for the Chairman of the region. Whilst he had completed the normal term of three years he had applied to the Main Board for permission to offer to stand for a fourth year. This is permitted under the BDC rules to cater for unusual or unexpected incidents. Your committee had proposed that Dr Denis Potter would be a candidate for the post and that this had been a unanimous decision of the committee. It was a great shock to us all when he died due to a burst stomach ulcer. As a result of this and other complications resulting from changes proposed by the main board for changes in Governance, it was felt that some stability needs to be established and this act, if accepted by the members, would buy ‘some time’. He advised that Ron Warmington would have liked to be at this meeting but familial circumstance had prevented this. He had sent a few words which Bob read out. These are recorded below:-

It's no secret that the past couple of years have been rather bumpier than usual...

... but we seem to be in calmer waters now.

 

Your Main Committee has listened to scores of recommendations (and indeed serious complaints), including many voiced by your own Regional Committee, about things that needed to be changed.  

... and these are being dealt with.  The Main Committee is not sitting on its hands and hoping matters will fix themselves!

 

Ron says he doesn't want to bore you by listing all of the improvements that are already being made... but he does think you need to know about those few changes that some might find controversial and he wants to reassure you that we'll therefore only implement those when the Club's members have approved them.

Those include:

  1.  Completely re-writing the Club's Articles of Association so that they tie in with the way that we have been running the Club since the 1990s (the existing Articles of Association didn't do that).  The key objective here is to ensure that our Regions really remain INDEPENDENT and AUTONOMOUSfrom our central operating company (the Bentley Drivers Club Ltd), keeping their own records and owning their own funds, ring-fenced from the central Club.  The proposed Articles of Association are in final form already, thanks to huge efforts by our Governance Working Group and by your very own Paul Marsh, the BDC's Honorary Legal Counsel, who is here today and will, I'm sure, happily answer any questions about them. 

 

  1.  We are also strengthening the role of the Main Committee to ensure that members' views, raised through the Regional Committees, are communicated to the BDCL Board and then acted upon.  Every Regional Chairman will have a seat on that Main Committee and some Regions - yours included - are also set to have a globally-elected Director on the BDCL Board.  It is somewhat controversial that the proposed new structure (that has not yet been approved by the global membership) removes the automatic appointment, onto the BDCL Board, of every Chairman of every UK Region.  The Club's external legal counsel have formally advised that this past practice is inconsistent with our assertion of Regional independence and autonomy.  We representatives of Wroxton (sometimes endearingly referred to as 'The Wroxton Mafia') recognise the enormous importance of the Regional Committeesin delivering superb events, without which our Club would simply wither away.  We are aware of the risk, posed by this change, that - if we mess this up - we could reduceRegion-to-Wroxton

Bentleys (including GTs and Bentaygas).  We will not in any way dilute our commitment

  1.  We also agreed - at a our November Chairmen's Conference - that we shall strive to build the Club's membership - adding particularly owners communications when what we want to do is to INCREASE it.  We'll see whether we can make this work.  If it doesn't, then we'll find a better way. of new to the Club's existing memberswho are devoted to their Cricklewood, Derby and older Crewe cars.  And our primary objective here is NOT to raise the Club's income, it is TO ENSURE THAT THE BDC REMAINS RELEVANT TO BENTLEY MOTORS - GLOBALLY. We do not expect our overworked Regional Committees to make this happen.  Rather, we have some potentially game-changing global initiatives in progress to turn that hope into reality.
  2.  We have renewed our commitment to the DRIVING and COMPETITIVE activities at the core of our Club, recognising the significance of long-distance rallying, as well as Sprints and Track Racing, as well as more relaxed touring.  

Those, and other intentions, have been set out in a seven-point Strategic Objectives Statement that has been approved by the Main Committee and by the BDCL's Board and then shared with all of our Regional Committees.  So... we all know what we need to do... now we just need to maintain the pace and make it all happen.  

Finally, Ron has asked me to pass on to you his assurance that, in his opinion (and I can confidently endorse that), your great Club is moving ahead to an even greater future."

 

The new structure that Ron indicated has at its centre the un-coupling of Regional Chairmen from Directorships. Thus each region no longer will be able to comment on the management procedures at board level. The Regional Chairmen will be invited to be on an Advisory Committee and can make suggestions to the board but the board will be under no obligation to take any notice. We, your committee can see grave dangers in such a set-up but the three accountants who are behind this idea are ignoring this scepticism. We here in the South East have planned to mitigate this probability by proposing a member of our committee to be a main board Director. Richard Alexander is that man and you are all urged to vote for him at the Club’s AGM on 29 April.

Bob elaborated the differing objectives between Wroxton and the regions. The board at Wroxton runs a limited liability company that ponders strategy, relations with Bentley Motors, company structure and the building at Wroxton. The regions, each one autonomous, look after local affairs and run the various events that we hope you all enjoy. Wroxton absorbs all of the subscription you pay. There is no distribution of any monies to the regions and they have to sink or swim on their own endeavours.

Bob pointed out that he had raised an issue that had perplexed him over recent times. It was tabled that Honorary members make no further financial contributions to the club and Jimmy added that Life Membership, which many thought was a financial decision whereby one could purchase, for £5000, membership for the rest of your life, had also been given out for no payment. Over the last year there has been a plethora of free memberships doled out, usually with the excuse that the recipients had done some good. What was questionable was who determines what is ‘exceptional’ and who has performed thus. It is his view that the whole business is flawed and discredited and should be abandoned. Jimmy explained the various terms and who some of the recipients who had benefited. The majority opinion was that whilst total abandonment was too far there was a clear case that the matter has gone far too far and needed a major overhaul.

2              Apologies for absence were received from Ron Warmington, as above, Alan Hills who is in South Africa and Peter Edbrooke who is in Argentina.

3             The minutes of the 47th AGM were considered and approved without any matters arising.

4              The Treasurer’s report was presented by Roy Baker and he pointed out that he had attended the very first South East AGM. He reported that we had a successful year in 2016 with a surplus.  We had made charitable donations above this figure which had the effect of a slight reduction in our balance, with payments to MacMillan Nurses and Combat Stress. Thus our overall surplus was reduced by some £200 but still remains at a healthy level in accordance with our guidelines. Roy mentioned that the London to Brighton event, run by Harry Waddingham, attracted over 100 attendees and the Polo event, run by Peter Edbrooke, was very close to the 100 mark. The accounts were considered for approval and this proposed was made by Steve Frieze and seconded by Chris Card. The accounts were accepted unanimously.

 

 5              Resume of 2016 Guy started by reminding all of us present that we should remember that we were only a group of friends. Guy went on lament the loss of Denis Potter but then added that he considered the current committee to be very strong. Harry has been on the committee for 12 years and Richard, in addition to his two years, had been ‘Review’ editor for seventeen years. This depth of experience held us in good stead with Wroxton. He picked out the Luncheon at the Leander as a ‘stand out’ event and Chris and Liz’s garden party, hoping that they will continue for many years. Arthur Kaye’s visit to Gravetye Manor, after several wonderful years, was not up to standard in 2016 and has been dropped from the 2017 calendar. Guy mentioned Richard’s involvement in the Grasshopper and matters in the east of our area. Roy has been on the committee and Wroxton boards for some 48 years. Bob Zannetti puts in the hours much of which is unseen by the members. Included is running the website, www.bdcsoutheast.org.uk, preparing copy for ‘Diary’ and ‘Review’, taking and transcribing the minutes of ‘Committee Meetings’ as well as the AGM. Guy determined that 1128 members and guests had enjoyed our major events during 2016.

 6              Forthcoming 2017 Events was presented by Bob Zannetti. He started by saying that he was only going to mention events that could do with a little expansion as all events appear in ‘Diary’ and on our website. Bob opined that an excellent way into the social life that we offer is through the various pub meets that Colin and Richard organise. They are low key and informal and well suited to the new members putting their foot into the water. He commented on the continued success of the ‘Bentley Boys’ London Supper Club, which of course embraces the Bentley Girls! These events bring a series of occasions for the people who live in London. There are three such events each year and Harry and his team continue to find outstanding locations and spirited and interesting speakers. One of these, this year, is the Supper at the ‘Garrick’ which has been a ‘sell out’ with many people disappointed. Early booking, as they say, is the key. Bob mentioned the Polo on 25 June which is a little different this year. In the past we have attended a heat of the Queen’s Cup but this year we are going to the final of the Jubilee Cup. Peter has negotiated our normal exclusive area for parking and picnics, the same price and membership for the day of the Guard’s Club which gives you access to their facilities. Bentley Motors are a major sponsor, through their Dubai Office, so there may be friends there. This year, however, the bar and restaurant are fully booked so your picnics and beverages will have to be self-supporting. Who could it be who has commandeered the restaurant?  On the 17 June we have our Hovercraft day out and this is one of our major new events. Julian spoke and gave further information.

We are returning to our stately homes visit and this year we have scheduled Parham House, 7 May, Chiddingstone Castle, 2 July and Loseley House 27 August.

Chatham Historic Dockyard visit on 25 May is most interesting with many historic ships and rope making going on to this day.

Harry took the opportunity to thank Diana Davy for her assistance in organising the RAF supper club meeting. He also mentioned that Roger Hood had open heart surgery recently and is making a full recovery. We look forward to seeing him soon.

 7              Election of the Committee  Bob tabled that all the members of the committee are willing to stand for the year and offer themselves for election. He asked if there were any objections or any additions and there were none. Thus the proposal that the committee would remain as is was made by Bob Balchin and seconded by John Chapman. It was carried unanimously.

 8              Any Other Business  Bob invited Jimmy Medcalf, The Club’s President, to address the meeting. He started by pointing out that whilst Regional Chairmen would not, under the proposal before the board, automatically become directors of the company they would have the right to be put forward as a director for election at the AGM. By un-coupling the automatic appointment of the UK Regional Chairmen as directors should clarify an iniquitous situation throughout the world. Regional chairmen from other parts of the world were not made directors except three in the USA who raised the issue with threats and became directors. At least this act would clarify and correct this situation.


Jimmy then addressed the subject of Honorary and Life Membership gifts and used Richard Alexander and David Rolfe as examples of the worthy beneficial use of the former. He agreed that recently the criteria for both Memberships had come into question but particularly concerning Life Membership which had become out of hand and was in great need of clarification with the gift being restricted to truly deserving Members on

Jimmy then answered a couple of question about clashing dates.

He thanked Paul Marsh for his legal advice.

David Rolfe made his appeal for members to continue with support of the WO Bentley Memorial Foundation and the work that the Foundation does.

Harry made an appeal for any member who can help with the operation that we effect at Combat Stress to give us a slightly bigger pool of members from which Guy can choose.

Ken Needham proposed a vote of thanks to the committee for their work on this AGM and throughout the year.

At 12.50 with no further comments Bob closed the meeting.