Minutes of EMAG committee meeting, 10th April 2001

Present: Vincent Nolan, Tom Lake, Michael Lister, John Gardner, Paul Braithwaite, Jeremy Lever QC , Colin Slater, Andrew Pike (EMAG members)

Alan Wilson (guest)

Apologies: Adrian Howard-Jones, Alex Henney, John Gardner, Edgar Harborne, David Browning.

1. Minutes
   
   The Minutes of the meeting held on Feb. 19th. were approved.
   
   
2. Membership
   
   There had been 62 new members since the last meeting, bringing the total to approximately 1,600
   
   
3. Finance
   
   ML reported that there was now £23,000 at the bank, of which £16,000 was in an Instant Savings Account and £7,000 in the Current Account. He reminded Committee members that they were entitled to reclaim expenses
   
   
4. Counsel's Opinion
   
   JL reported that Warren's Report is not expected imminently. Andrew will ask ELAS for the documents sent by the Society to Warren (not for disclosure)
   
   
5. Independent Legal Audit
   
   VN reported that Treves had approached both Freshfields and Slaughter and May to undertake the Audit, but both were conflicted and had refused the assignment. He was approaching a third firm. He did not want anyone to think he was 'dragging his feet'.
   
   
6. Capping/Compromise Meeting
   
   The meeting we had asked for has been set up for April 26th. In PB's absence in the US, EMAG will be represented by VN and CS. Andrew Wilson is available to EMAG as an actuarial resource.
   
   
7. Non-Executive Directors
   
   It was agreed by 6 votes to one (including 4 proxy votes) and one abstention to put forward two names for the Action Groups' joint shortlist of candidates for non-executive Directors. It was also agreed that Committee members who were on the list of candidates would not be eligible to vote for the choice of candidates
   
   A vote was taken on the proposition that the requested names should be drawn at random from those committee members putting themselves forward at the AGM for the Board. The proposition was defeated.
   
   In a secret ballot, Alex Henney and Paul Braithwaite were selected as the EMAG candidates for the shortlist.
   
   It was agreed that we should consider proposing to Treves the inclusion of some members, who were not Directors, on Board Committees
   
   
8. EMAG Members General Meeting
   
   It was agreed to hold a General Meeting of EMAG members in early June, after the AGM and after the probable General Election, to decide the future of EMAG, approve the accounts, adopt a Constitution and elect a Committee. Vincent stated that he intended to retire as Chairman of EMAG after the ELAS AGM and Michael also stated he would be retiring as Treasurer.
   
   We would need to send out notices 21 days in advance, find a location for about 100 people, in London, for a midweek evening with a 6.30 p.m start. Michael would prepare a set of accounts and have the accounts independently examined or audited. We would also need a Report on what we have done and to think about our role in the future.
   
   
9. Constitution>
   
   The need for an extended life for EMAG was again briefly discussed, both sides Of the argument being supported. It was felt that the ELAS AGM would clarify the issues. A constitution would be required if a prolonged life were proposed and possibly even a recurring subscription.
   
   The issue of Limited Company versus Unincorporated Association was aired with legal views favouring the less onerous Unincorporated Association.
   
   Tom would e-mail to Michael, Colin and Andrew the existing draft Consttution. Andrew would check it from a legal point of view.
   
   
10. Possible Merger with EPHAG
    
    There was a brief discussion on cooperation between Action Groups. EPHAG and EMAG had been cooperating in practical ways despite the unfortunate episode of the Whitechurch mailing. If EPHAG were to consider broadening their objectives a merger might become possible. This would in any case need to be put to the EMAG membership and a constitution would be required.
    
    Paul will undertake exploratory talks.
    
    
11. Proxies
    
    Michael is willing to be nominated as EMAG's proxy at the ELAS AGM if required.
    
    
12. Campaigning on a possible Alternative Slate
    
    Tom proposed that EMAG should consider campaigning on an Alternative Slate for the Board at the AGM, to include Treves and some of his nominees, but a larger representation of member candidates. It was agreed that a decision should be made after Treves' decision on the Action Group shortlist is known.
    
    
13. Next Meeting
    
    Thursday, May 10th at the Royal Society of Arts, John Adam St. WC2