September 2009 Board Meeting

REPORT OF THE MEETING OF THE BOARD

held on Friday 11 September 2009 at the Terraces at Sport England

Present : Rob Bradley [RB] (Vice - Chair), Simon Cope [SC], Elaine Dean [ED], Sean Hamil [SH], Steve Powell [SP], Kris Stewart [KS], Ian Todd [IT]

In attendance : Dave Boyle [DB] (Chief Executive), Bruce Burford [BT] (Treasurer), Clare Oakley [CO] (Secretary)

Apologies : Brian Lomax [BL], Neil Le Milliere [NLM], Joe Hill [JH], Tony Taylor [TT](Vice-Chair), Bob Booker [BB] (Representative from the Football Foundation), Malcolm Clarke [MC] (FSF Chair)

1. PRELIMINARY BUSINESS
The Board noted that Brian Lomax, Kris Stewart and Sean Hamil would be standing down as Directors after the upcoming AGM. The Board expressed their appreciation for all they had done for Supporters' Direct and wished them well in the future.

2. MINUTES OF THE PREVIOUS MEETING
The minutes and report of the Board Meeting held on 23 July 2009 were agreed as a correct record.

3. MATTERS ARISING
The status of management actions and matters arising from previous minutes were noted.

4. SCOTTISH REPORT INCLUDING FINANCE AND FSE

The Board received and noted the Scottish Report and went on to consider a supplementary paper which accompanied it regarding the budget and finance for Scotland. Following discussion the Board agreed a proposal to resolve issues relating to the 2008/09 and 2009/10 budgets.

The Board noted that this issue had highlighted a lack of clarity around governance for Scotland and in particular reporting lines, responsibilities and oversight and representation. The Board discussed that this was not just a problem in relation to Scotland but may, in time, affect other sub groups, e.g. Rugby League, Europe etc. It was agreed to investigate corporate structures which would provide a solution.

5. MANAGEMENT ACCOUNTS FOR THE PERIOD
The Board received and noted the management accounts for the period 1 April 09 to 4 July 09, BT provided clarification on how the various budget lines had been phased over the year.

6. APPROVAL OF THE ANNUAL REPORTS AND ACCOUNTS
The Board received and approved the Annual Report and Accounts for the year ended 31 March 2009 and authorised the Secretary, Chair and Vice Chair to sign them on behalf of the Board.

The Board approved the letter of representation to the Auditors and authorised the Secretary to sign it on behalf of the Board.

7. ENGLAND AND WALES CASH FLOW
The Board received a report on the England and Wales Cash Flow. It was agreed that the newly elected Board members should be briefed on the Funding situation.

8. MINUTES OF THE CONSTITUTIONAL SUB COMMITTEE
The Board received and noted the minutes of the Constitutional Sub Committee meeting held on 20 August 2009.

9. SUB COMMITTEE TERMS OF REFERENCE
The Board agreed the revised terms of reference for the Constitutional Sub Committee and Employment Sub Committee (now called the Governance and Staffing and Search sub committees respectively) as recommended by the Constitutional Sub Committee.

10. QUORUM FOR BOARD MEETINGS
Following a recommendation by the Constitutional Sub Committee, the Board agreed to increase the quorum for Board meetings from 50% of Board members to 50% plus one.

11. BOARD MEETING DATES 2010
The Board agreed the following weeks as windows for 2010 Board meeting dates and authorised the Secretary to establish the most appropriate days within those weeks for meetings.

Week commencing 8 February
Week commencing 12 April
Week commencing 6 September (with the Away Day)
Week commencing 11 October
Week commencing 13 December

The Board agreed Tuesday 4 May (e-meeting) and Sunday 23 May (following AGM) as these were linked to the 2010 Conference and AGM.

12. NUMBER OF ELECTED MEMBERS ON THE BOARD
The Board discussed increasing the number of elected members on the Board from the current 9. Following discussion it was agreed not to make any changes to the Board Membership Policy until other issues in relation to SD's governance structures had been resolved.

13. BOARD MEETING WITH CONFERENCE 2009

The Board considered the options for timing of the Board meeting to be held with the Annual Conference. It was noted the Board had previously agreed to have the meeting after Conference and this decision was upheld. It was therefore agreed the meeting would commence at 5.30 pm.

The Board noted the requirement, as the recent elections had not been contested, for the new Directors to be subject to an affirmative vote at Conference. It was agreed this should be put to members as a single resolution, rather than individual resolutions for each new Director.

14. CHIEF EXECUTIVE'S REPORT

The Board received and noted the Chief Executives Report including reports on support for non-league trusts whose clubs were in difficulty, a recent meeting DB had had with Barcelona FC at their request, and the lease of the office space in London

15. MEMBERSHIP POLICY

The Chief Executive asked the Board to consider SD's Membership Policy which had been discussed at the Constitutional Committee. It was noted SD currently had full members and associate members. DB advised the policy in regard to associate members prevented some organisations and individuals who share SD's values and vision from becoming affiliated.

The Board agreed it would be advantageous to have a broader range of organisations and interested individuals involved and authorised the Secretary and Chief Executive to propose changes to the Membership Policy and seek approval by e-mail. This would enable the revised policy to be presented to the members for approval at the AGM.

16. MEMBERSHIP REPORT

The Board received and noted the Membership Report which was presented to them at the meeting using the CRM system. It was noted the system allowed SD to capture information including click throughs by individuals so communication could be targeted in future and information could be obtained on the interest and focus of members.

17. DATE AND TIME OF NEXT MEETING

The Board noted that the next meeting would be held electronically on 28 September 2008, to approve the notice for the AGM.

The next face-to-face meeting would be held on 16 October 2008 at 5.30 pm following the AGM.

18. REPORT FROM MALCOLM CLARKE ON FA COUNCIL

The Board noted the written report on the FA Council from Malcolm Clarke which was circulated at the meeting.