RREC News - Existing Board refuses to stand down
Discussion
CALL FOR A GENERAL MEETING TO CONSIDER THE APPOINTMENT OF A NEW RREC BOARD OF DIRECTORS
The existing RREC Board ignored calls to stand down and yesterday blocked publication of this News item in the forthcoming edition of the Spirit & Speed Magazine, requesting that Ian Dorward CEO instruct the editor to remove the item from the edition. I would ask any RREC members to get in touch with their Registers/Sections, directly to the CEO or any of the Board of Directors to make your views known to them either way. Contact details are listed in every edition of Spirit & Speed
Text version:
NEWS
Call for a General Meeting to consider the appointment of a new RREC Board of Directors
Notice to require the Directors to call a General Meeting on or before 24 October 2020
In accordance with Section 303 of the Companies Act 2006 the members, previously notified to the Head office of the company, require the Directors to call a General Meeting of R.R.E.C. LIMITED. This is to be held not later than 11am on Saturday 24th October 2020 at The Hunt House, 70 High Street, Paulerspury, TOWCESTER, NN12 7NA
The general nature of the business will be:
a. To remove Gerard Le Clerc, Duncan Feetham, Allan Fogg, Ole Hviid-Nielsen, Roderick Macleod and Lindsay Robotham as Directors of the company.
b. To receive the numbers of postal votes previously cast for candidates to fill the vacancies on the Board of Directors.
In accordance with Section 314 of the Companies Act 2006 the members require the company to circulate, to those members of the company entitled to receive notice of a general meeting, a statement on the matters referred to in the proposed resolutions to be dealt with at that meeting.
Currently the Board of Directors of R.R.E.C. LIMITED must have five members to be quorate and may have up to nine members.
Candidates have come forward to fill any vacant positions on the Board of Directors and members are invited to vote for the candidates of their choice on the enclosed voting form. It is suggested that the remaining Directors co-opt onto the Board those candidates with the highest number of votes, to fill the vacancies.
Statement setting out the reasons behind the call for a General Meeting
Ordinary members have been questioning recent management decisions and actions taken by the Board.
The Directors named above have either promoted these decisions or have held collective responsibility during the period covered by members concerns.
Through poor leadership and a failure to exercise independent judgement, these Directors have failed in their statutory obligation to act in the way that would be most likely to promote the success of the company for the benefit of its members as a whole.
The concerns that have been raised call into question the skill, care and diligence exercised by these Directors and their ability to avoid conflicts of interest, all statutory duties of a Director. These include:
- At least 13 resignations/appointments filed at Companies House since December 2019 – 14 if the resignation of Ole Hviid-Nielsen (subsequently reversed) is included and which is currently under scrutiny, being at odds with board minutes and his statement at the AGM.
- Precipitous, ill-judged appointments to the board, one being that of Mark Hardy, which has resulted in unnecessary and ongoing legal costs being incurred.
- Failure to accurately minute such board decisions, e.g. the appointment of Mark Hardy as Finance Director in January 2020.
- A 487-page transcript of an open board meeting held on 2nd March 2020 and published on the Club website (Members > Useful information > Board Minutes) demonstrates a woeful lack of leadership.
- Poor communication with key volunteers, leading to resignations, e.g. Event Organiser(s).
- Poor communication with the editor of Spirit & Speed, thus putting in jeopardy the future of our award-winning magazine; for many the only benefit of Club membership during the Covid-19 crisis.
- Statements made by Directors in eBulletins, or during the 2020 AGM, regarding the tender process for publications and the appointment of Mark Hardy, which are now being contested publicly.
- Expulsion of one of their fellow board members, Richard Fenner, from the Club with no explanation other than he did not agree with his fellow Directors on a key issue.
- Failure to provide members with a more detailed breakdown of the financial accounts for the year ending 31.10.2019, or a budget for 2020; both promised by the Finance Director at the 2019 AGM.
- Failure to foresee and avoid conflicts of interest arising from common directorships of RREC and SHRMF.
- Decisions made by the named directors have resulted in a very stressful working environment for our excellent and loyal staff, potentially taxing both their motivation and commitment to their work with the Club.
- Placing blame for failures on “the shortcomings of previous regimes” (quote from eBulletin dated 7th August 2020) with no acknowledgement that some Directors hold collective responsibility from that time.
- Rejection of genuine and reasonable attempts to seek remedial action, causing a significant number of members to conclude that their directors are not interested in consultation and place their own importance above all else.
Failure to act now carries real risks of:
- Losing longstanding, highly regarded members who are seriously considering not renewing their Club membership.
- A damaging split in the Club, and immense damage to Club finances, arising from known dissatisfaction not only amongst European Sections but also UK Sections.
It is time to elect new Directors in whom we have confidence to consult with us, as members, and take the remedial action necessary to improve the management of our Club.
A VOTING FORM IS INCLUDED WITH THIS ISSUE OF SPIRIT & SPEED. PLEASE USE THIS FORM TO REGISTER YOUR OPINION AND TO TAKE THE OPPORTUNITY TO ELECT A NEW BOARD OF DIRECTORS IN ORDER TO IMPROVE THE MANAGEMENT OF OUR CLUB
rrec.org.uk
SEPTEMBER 2020 SPIRIT&SPEED 7
The existing RREC Board ignored calls to stand down and yesterday blocked publication of this News item in the forthcoming edition of the Spirit & Speed Magazine, requesting that Ian Dorward CEO instruct the editor to remove the item from the edition. I would ask any RREC members to get in touch with their Registers/Sections, directly to the CEO or any of the Board of Directors to make your views known to them either way. Contact details are listed in every edition of Spirit & Speed
Text version:
NEWS
Call for a General Meeting to consider the appointment of a new RREC Board of Directors
Notice to require the Directors to call a General Meeting on or before 24 October 2020
In accordance with Section 303 of the Companies Act 2006 the members, previously notified to the Head office of the company, require the Directors to call a General Meeting of R.R.E.C. LIMITED. This is to be held not later than 11am on Saturday 24th October 2020 at The Hunt House, 70 High Street, Paulerspury, TOWCESTER, NN12 7NA
The general nature of the business will be:
a. To remove Gerard Le Clerc, Duncan Feetham, Allan Fogg, Ole Hviid-Nielsen, Roderick Macleod and Lindsay Robotham as Directors of the company.
b. To receive the numbers of postal votes previously cast for candidates to fill the vacancies on the Board of Directors.
In accordance with Section 314 of the Companies Act 2006 the members require the company to circulate, to those members of the company entitled to receive notice of a general meeting, a statement on the matters referred to in the proposed resolutions to be dealt with at that meeting.
Currently the Board of Directors of R.R.E.C. LIMITED must have five members to be quorate and may have up to nine members.
Candidates have come forward to fill any vacant positions on the Board of Directors and members are invited to vote for the candidates of their choice on the enclosed voting form. It is suggested that the remaining Directors co-opt onto the Board those candidates with the highest number of votes, to fill the vacancies.
Statement setting out the reasons behind the call for a General Meeting
Ordinary members have been questioning recent management decisions and actions taken by the Board.
The Directors named above have either promoted these decisions or have held collective responsibility during the period covered by members concerns.
Through poor leadership and a failure to exercise independent judgement, these Directors have failed in their statutory obligation to act in the way that would be most likely to promote the success of the company for the benefit of its members as a whole.
The concerns that have been raised call into question the skill, care and diligence exercised by these Directors and their ability to avoid conflicts of interest, all statutory duties of a Director. These include:
- At least 13 resignations/appointments filed at Companies House since December 2019 – 14 if the resignation of Ole Hviid-Nielsen (subsequently reversed) is included and which is currently under scrutiny, being at odds with board minutes and his statement at the AGM.
- Precipitous, ill-judged appointments to the board, one being that of Mark Hardy, which has resulted in unnecessary and ongoing legal costs being incurred.
- Failure to accurately minute such board decisions, e.g. the appointment of Mark Hardy as Finance Director in January 2020.
- A 487-page transcript of an open board meeting held on 2nd March 2020 and published on the Club website (Members > Useful information > Board Minutes) demonstrates a woeful lack of leadership.
- Poor communication with key volunteers, leading to resignations, e.g. Event Organiser(s).
- Poor communication with the editor of Spirit & Speed, thus putting in jeopardy the future of our award-winning magazine; for many the only benefit of Club membership during the Covid-19 crisis.
- Statements made by Directors in eBulletins, or during the 2020 AGM, regarding the tender process for publications and the appointment of Mark Hardy, which are now being contested publicly.
- Expulsion of one of their fellow board members, Richard Fenner, from the Club with no explanation other than he did not agree with his fellow Directors on a key issue.
- Failure to provide members with a more detailed breakdown of the financial accounts for the year ending 31.10.2019, or a budget for 2020; both promised by the Finance Director at the 2019 AGM.
- Failure to foresee and avoid conflicts of interest arising from common directorships of RREC and SHRMF.
- Decisions made by the named directors have resulted in a very stressful working environment for our excellent and loyal staff, potentially taxing both their motivation and commitment to their work with the Club.
- Placing blame for failures on “the shortcomings of previous regimes” (quote from eBulletin dated 7th August 2020) with no acknowledgement that some Directors hold collective responsibility from that time.
- Rejection of genuine and reasonable attempts to seek remedial action, causing a significant number of members to conclude that their directors are not interested in consultation and place their own importance above all else.
Failure to act now carries real risks of:
- Losing longstanding, highly regarded members who are seriously considering not renewing their Club membership.
- A damaging split in the Club, and immense damage to Club finances, arising from known dissatisfaction not only amongst European Sections but also UK Sections.
It is time to elect new Directors in whom we have confidence to consult with us, as members, and take the remedial action necessary to improve the management of our Club.
A VOTING FORM IS INCLUDED WITH THIS ISSUE OF SPIRIT & SPEED. PLEASE USE THIS FORM TO REGISTER YOUR OPINION AND TO TAKE THE OPPORTUNITY TO ELECT A NEW BOARD OF DIRECTORS IN ORDER TO IMPROVE THE MANAGEMENT OF OUR CLUB
rrec.org.uk
SEPTEMBER 2020 SPIRIT&SPEED 7
Edited by Rectitude on Thursday 10th September 18:34
As a member of both the BDC and RREC, I like receiving the magazines, and the various activities are good.
I wish I understood what is going on at RREC though.
I have some sympathy with the Board - they were subjected to what I would describe as a hostile takeover attempt by a man called Mark Hardy, who, it would appear from the internet has a reputation as a corporate troublemaker. I have been on a board before which has had this kind of problem - it is IMHO akin to what the Trots and the International Marxist Group used to do - find an organisation run in a gentlemanly and slightly casual way - enthusiasts clubs are kind of like that - get taken on board in the guise of an enthusiastic and hard working guy who can help out. Then get aggressive and procedural with the rule book, threaten all sorts of trouble until all the gentlemen get fed up and depart, leaving you in charge of the operation. And lets not kid ourselves - RREC handles large sums of money. Hardy accused them of VAT fraud and said that they were liable for hundreds of thousands in unpaid VAT. As far as I can judge this was a complete fiction.
If you get this kind of attack, it has to be dealt with immediately and ruthlessly. We booted the culprit out, rules or no rules, and never heard any more from him. They got rid of Hardy, and now some individual called Ted Meacham is calling for EGM's etc., without as far as I can see any clear explanation of why.
I don't know who Meacham is, nor does anyone explain the arguments on either side with any clarity, though the Board make it clear that they are being attacked. My proxies for the time being go to the Chairman. My gut feeling is that some kind of sinister takeover is being attempted for financial motives, and this needs to be stopped. If this is the case, and they succeed, the next thing they will try to do is exploit the membership for anything they can. Expect fees to rise, with automatic no-notice renewals, and tricks like that.
I'm not sure who Rectitude is either, perhaps he might care to enlighten us.
I wish I understood what is going on at RREC though.
I have some sympathy with the Board - they were subjected to what I would describe as a hostile takeover attempt by a man called Mark Hardy, who, it would appear from the internet has a reputation as a corporate troublemaker. I have been on a board before which has had this kind of problem - it is IMHO akin to what the Trots and the International Marxist Group used to do - find an organisation run in a gentlemanly and slightly casual way - enthusiasts clubs are kind of like that - get taken on board in the guise of an enthusiastic and hard working guy who can help out. Then get aggressive and procedural with the rule book, threaten all sorts of trouble until all the gentlemen get fed up and depart, leaving you in charge of the operation. And lets not kid ourselves - RREC handles large sums of money. Hardy accused them of VAT fraud and said that they were liable for hundreds of thousands in unpaid VAT. As far as I can judge this was a complete fiction.
If you get this kind of attack, it has to be dealt with immediately and ruthlessly. We booted the culprit out, rules or no rules, and never heard any more from him. They got rid of Hardy, and now some individual called Ted Meacham is calling for EGM's etc., without as far as I can see any clear explanation of why.
I don't know who Meacham is, nor does anyone explain the arguments on either side with any clarity, though the Board make it clear that they are being attacked. My proxies for the time being go to the Chairman. My gut feeling is that some kind of sinister takeover is being attempted for financial motives, and this needs to be stopped. If this is the case, and they succeed, the next thing they will try to do is exploit the membership for anything they can. Expect fees to rise, with automatic no-notice renewals, and tricks like that.
I'm not sure who Rectitude is either, perhaps he might care to enlighten us.
Edited by cardigankid on Tuesday 22 September 14:04
What does this mean, for example - one of the key motions at the proposed meeting -
"To receive the numbers of postal votes previously cast for candidates to fill vacancies in the Board of Directors"?
'Existing Board refuses to stand down" - why should they stand down if they were duly elected - surely this should be considered at the next AGM and new directors elected.
Who are these other candidates who have now come forward, and why should we vote for them?
Why not start by inviting any member who wishes to put himself forward as a candidate with an appropriate number of backers?
"To receive the numbers of postal votes previously cast for candidates to fill vacancies in the Board of Directors"?
'Existing Board refuses to stand down" - why should they stand down if they were duly elected - surely this should be considered at the next AGM and new directors elected.
Who are these other candidates who have now come forward, and why should we vote for them?
Why not start by inviting any member who wishes to put himself forward as a candidate with an appropriate number of backers?
Edited by cardigankid on Tuesday 22 September 14:02
Yes I have the same view - its crazy that one individual is allowed to cause so much trouble. There is due process in the AGM and members are allowed to vote at that point. After what must have been a torrid year, for them, I was pleased to see that the current board is strongly defending their position.
I don't know enough about the details to have an absolute clear view, but I have read all the emails from both sides which keep arriving in my inbox on an almost weekly basis. Everything I've read from both sides leads me to believe that the current Board are only guilty of shaking things up - and a group of long standing members aren't happy about change. For example, all this fuss about the Spirit and Speed editor not being told about having to go to tender suggests they were too comfortable in their position and dropped the ball. It is correct that competitive tenders should be sought on a regular basis and its the suppliers job to look after their customers and not just expect to get the order every year. Even I was aware that it was going to tender as all members received the email.
Most members - like myself - are normally fairly dormant and don't get involved or want the hassle. The danger the club faces is that with all this nonsense, I lot of them just won't bother to renew next year - so there won't be much of a club left.
I don't normally get involved with the voting as I don't know any of the characters involved - but on this occasion I'll be voting for the Board and due process.
I don't know enough about the details to have an absolute clear view, but I have read all the emails from both sides which keep arriving in my inbox on an almost weekly basis. Everything I've read from both sides leads me to believe that the current Board are only guilty of shaking things up - and a group of long standing members aren't happy about change. For example, all this fuss about the Spirit and Speed editor not being told about having to go to tender suggests they were too comfortable in their position and dropped the ball. It is correct that competitive tenders should be sought on a regular basis and its the suppliers job to look after their customers and not just expect to get the order every year. Even I was aware that it was going to tender as all members received the email.
Most members - like myself - are normally fairly dormant and don't get involved or want the hassle. The danger the club faces is that with all this nonsense, I lot of them just won't bother to renew next year - so there won't be much of a club left.
I don't normally get involved with the voting as I don't know any of the characters involved - but on this occasion I'll be voting for the Board and due process.
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