EGM
Kates’s analysis of the EGM
What happened –
It was hot, crowded and acrimonious. It went on for three hours. It was not a lot of fun.
The good things that emerged –
The hall was full to capacity with members from all around the country, many carrying proxies.
Trustee John Simmons opened proceedings with a clear, honest and apologetic account of the last few months. He and other Board members insisted on being treated as a collective, though it was clear that full consultation could not have taken place for many incidents. He announced that the trustees had all already decided to resign together.
Paul Ranford, resigned Finance Officer, gave his testimony, which enlarged on the statement given to you yesterday. Paul was clear, exact, measured, and devastating in his analysis of what went wrong. He has given up his job and put himself through the ordeal of a public meeting purely on principle, and many of you have already written to say how brave and unusual a move this was.
We learned that the poetry world contains several union officials, lawyers and public servants well able to speak up. Maybe they can all be future trustees. Maybe Paul Ranford would consider it, too.
And the bad things –
The story outlined in Paul Ranford’s statement yesterday was corroborated by the Board. They didn’t produce good reasons for their behaviour: no grievance had been brought against Judith Palmer, they said, nor any process followed. They acted as they did because the relationship between Director and Editor had become a matter ‘of open debate’. When we commented that this debate had not been open to members, the Chair replied, ‘You obviously weren’t at that party.’ What had happened to Judith Palmer, it became clearer and clearer, was, as union official Tom Hall rose to say from the hall, that very unusual thing: ‘an overwhelmingly strong case for constructive dismissal’.
Judith Palmer hasn’t brought this case, yet; but she did, and only orally, suggest that the Board’s behaviour might be actionable. In response to this, the Board has spent £24,000 of legal fees with the firm of Harbottle and Lewis. They didn’t try ACAS. They didn’t use their HR indemnity. They didn’t use charity lawyers. They couldn’t remember who the pro bono lawyers were. The former Chair, Anne Marie Fyfe, rose to express her great anger that lawyers had been used to threaten Judith Palmer – simply, it seemed, for talking to her. The lawyers’ bill and the withholding of the ACE grant have brought the Society to its knees: Paul Ranford stated that an overdraft was now needed, and the building in Betterton Street was being valued.
The vote: No confidence, by an overwhelming majority.
Where did this get us?
Not as far as it should have. The Board announced that because we had not put names of prospective new Board members on our Requisition, they would not be resigning immediately to allow a new Board to be elected. Instead, they would stay on till September when they would resign at the AGM. However, they agreed to co-opt three new Board members: Robyn Marsack, Edward Mackay and Cary Archard.
While this decision does follow the Articles and Memoranda, it is also largely a matter of will. The only reason why the Board’s resignation as a group and the election of a new interim Board would not be allowable is the idea that ‘the members’ would protest at the short notice of elections. But I think the will of the members was very apparent in that room. I asked, several times, for two Board members to stand down to allow the co-option of two fresh Trustees, but they also declined to do this.
Of course, September is not very far away. But the date does affect Judith Palmer, the resigned Director. If she wants to sue for constructive dismissal, then no one in the room yesterday can be in any doubt that she has a very strong case. Her pay-out would be £50,000-£90,000, including costs, bringing the Society to its knees or even bankrupting it. But Judith would need to start such an action before September for it to be legally effective. She has said that she would rather return to her job – on her contract of April 1st. The Board, though they said they were ‘in negotiation’ with her, would not say that they would offer her this. The Board’s refusal to step down also means that if she returned, it would be to report to the same people who forced her resignation in the first place. While I understand the Trustees’ wish to act as a group and retain their dignity, I think they should also have thought about this dilemma, and of the Society’s wider interests.
The AGM will now be in September. If any wider good can come of this, it has to be in renewed membership, renewed enthusiasm, and new openness. The Poetry Society needs a new, tighter, constitution and a new, more disinterested board. I know that that Board is out there now, and I hope that you will put yourself forward.
Thank you for all your support. The Requisition has brought an amazing group of people together who otherwise would not have known each other, and there has been huge amount of good will and good work. I’d like to thank Samantha Wynne-Rhydderch, Lydia MacPherson and Martin Alexander for so very much work.
I suppose this is goodbye.
Kate
________________________________________
Extraordinary General Meeting
Doors open at 1:30 – Meeting at 2:00 on Friday 22nd July. Details below.
This from the Poetry Society EGM facebook event page (updated Tuesday 12th July 2011):
“* NOTE: Please bring along your membership card, which should have an expiry date of 22/7/2011 or beyond. (If you have mislaid your card, contact Paul McGrane, Membership Manager, on 020 7420 9881 or membership@poetrysociety.org.uk)”
Root out and check your membership card, and advise others to do so. We’d hate to see members refused entry!
_____________________________________________________________
Lunch
– anyone fancy meeting for lunch at 12:00 on Lincoln’s Inn Fields, opposite the RCS? Bring a sandwich and a name-badge. And an umbrella.
_____________________________________________________________
Location
2:00pm on the 22nd July 2011. Doors open at 1:30.
Lecture Theatre 1, The Royal College of Surgeons, 35-43 Lincoln’s Inn Fields, London WC2A 3PE
Location – How to find the RCS
Detailed map – on Google
Poetry Society members 
What does it mean, ‘your comment is awaiting moderation’?
I am interested in all of the above, but in fairness I’d like to hear from Dr. Sampson, too. Has she been asked to say anything?
I was interested in reading the above, but to be fair, I’d also like to hear from Dr. Sampson. Has anyone asked her to say what she thinks?
Could I ask how many people the lecture hall can accommodate? I would like to come to the meeting but wouldn’t want to travel to London and be turned away at the door for lack of space.
Christine – I asked them and it’s 296 people, plus 3 spaces for wheelchairs.
From emails sent to Kate:
Regarding those supposedly unavoidable constraints (below) I keep thinking of Robert Frost:
“Before I built a wall I’d ask to know
What I was walling in or walling out”
and hope this question will be asked at the meeting. I’ve arranged a Proxy – wish I could be there, though.
Anne
——– Original Message ——–
Subject: Fwd: A message from the Poetry Society
Date: Fri, 08 Jul 2011 19:46:15 +0200
From: Anne Vinden
To: Kate Clanchy
My email to the Board produced, as it seemed, an instant reply [EGM announcement from Laura Bamford]. I presume it has gone out generally and just happened to cross with mine. I myself don’t feel it’s as clear as Laura Bamford suggests that there are ‘some constraints’ on what they can say. The whole confusion seems to hang on this.
Anne
Reply received from Laura Bamford:
Stephen – thank you for your considered and very pertinent questions: we will do our best to answer these at the meeting
I am also grateful for your suggestion about publishing regular meeting Minutes on the website – I am all in favour of the greatest transparency possible and will take this to our next regular Board meeting in Sept for discussion
The Trustees look forward to seeing you in 3 weeks
kind regards laura
Agenda
The Poetry Society
Company Number 00190736
Extraordinary General Meeting
To be held at on Friday 22nd July 2011 at 2.00pm in Lecture Theatre 1, The Royal College of Surgeons, 35-43 Lincoln’s Inn Fields, London WC2A 3PE
1. Welcome from the Chair (2.00pm)
2. Apologies for absence (2.05pm)
3. Opening response from the Chair to the requisition delivered to the Board and explanation about recent events at the Poetry Society (2.10pm)
4. Questions from members (2.30pm)
5. Outline and presentation of current and future strategy of The Poetry Society, ways of working more closely with and getting feedback from members (3.35pm)
6. Questions from members (4.00pm)
7. AOB (4.30pm)
For information – text of requisition delivered to the Board of Trustees of The Poetry Society:
We, the undersigned, constituting as we believe ten percent of the members of The Poetry Society, having learned of the resignation of the Chair of the Board of Trustees and the Director, the Finance Manager and the President of the Society, and in order to determine whether, in these extraordinary circumstances, the Board of Trustees has our continuing confidence, require the Board to hold an Extraordinary General Meeting, with a Chair elected by that meeting, to provide an explanation of the practices, policies and changes in policy which led to these resignations, and to answer questions on this matter from the floor. In order to avoid unreasonable expense to the Society, we require the Extraordinary General Meeting to be held before or instead of the General Meeting called by the Society at 2pm on 22 July 2011.
EXTRAORDINARY GENERAL MEETING GUIDELINES
Along with the agenda for the Extraordinary General Meeting, we include these brief guidelines on the General meeting, including proxy voting which we hope you will find helpful. These guidelines are taken from the Society’s Memorandum and Articles of Association which are posted on the Poetry Society’s website
Why are we now calling this an Extraordinary General Meeting?
The Memorandum and Articles of Association refer to General Meetings; we are advised that these are in fact one and the same thing.
Who is entitled to attend the Extraordinary General Meeting?
All fully paid up members, including Honorary Members, Patrons and Vice Presidents, can attend and speak at the Extraordinary General Meeting. Membership is not transferable.
There are three wheelchair spaces available in the Lecture Hall; if you need a wheelchair space, please let Paul McGrane know – membership@poetrysociety.org.uk or by phoning 020 7420 9880.
Who can chair the meeting?
The Chair of the Board of Trustees should chair the meeting, as outlined in Article 38 of the Memorandum.
The requisition asked the Board to appoint an independent Chair. As we have already said in a message to all members, the Memorandum and Articles of Association do not allow for this but we do believe it will be helpful to have an independent facilitator to take members’ questions during the meeting.
Who can ask questions at the meeting?
All fully-paid up members, Honorary Members, Patrons and Vice Presidents, can ask questions at the meeting. We intend that the meeting’s facilitator will take on this part of the meeting. Roving microphones will be available.
Votes
If a vote is taken at the meeting, every fully-paid up member has a vote and it is done by a show of hands.
Either the Chair or at least two members present in person or by proxy can call for a poll if they feel it preferable to a show of hands, in which case voting cards will be available.
Proxy votes
If you can’t attend the meeting, you can appoint the Chair or a fully-paid up member to act as your proxy but you do have to complete the proxy form below:
The Poetry Society
22 Betterton Street
London WC2H 9BX
I/We, [NAME] of [ADDRESS] being a member/members of the above named Society, hereby appoint the Chair/member [NAME] as my/our proxy to vote in my/our name[s] and on my/our behalf at the General Meeting of the Society to be held on 22 July 2011 and at any adjournment thereof.
Signed ___________ this _________ day of _________ 2011
The proxy form must arrive at The Poetry Society’s office at least 48 hours before the meeting, i.e. by 2.00pm on Wednesday 20 July 2011. It can be posted to the address above or emailed to membership@poetrysociety.org.uk
The Trustees are aware of the very deep feelings all Members have towards this, their Poetry Society. We too are Members and we share many of your concerns, which is why we called this General Meeting: to answer questions and to outline our very exciting future. It is our intention to be as open, as transparent as possible and to answer as many of your questions as possible. We realise there is a measure of grave frustration among many of you due to the silence of Trustees on recent events. As I am sure many of you will realise, there are some constraints on what we can say – these being dictated by legal process amongst other things.
We very much look forward to meeting you on 22nd July and we very much hope this will be the first of many occasions when we can share ideas, hear updates and to underline and enhance the value of the Poetry Society. Yours sincerely Laura Bamford Acting Chair on behalf of Trustees and Members of the Poetry Society
With best wishes,
Laura Bamford
Acting Chair on behalf of Trustees of the Poetry Society
EGM Posts elsewhere on the site
Have a look at Stephen Wilson’s earlier comment here.
There’s a comment on the independent Chair here, from Bert Molsom
I’ve written a report on the meeting, which you can read here:
http://fortnightlyreview.co.uk/2011/07/pret-a-poetry-in-the-surgeons-hall/
Michelene Wandor