Generalforsamling for Rolls-Royce Enthusiasts’ Club, Danish Section

The International Club for Rolls-Royce and Bentley Enthusiasts

MINUTES OF A RREC BOARD MEETING HELD AT THE HUNT HOUSE, PAULERSPURY ON 10.04.2017

Attendees

1/ Apologies

Ian Hick.

2/ Declaration of Interest for agenda items (payment and gifts)
JVB mentioned that he had been invited by the RRBSA (Rolls-Royce & Bentley Specialists Association) to address their AGM and attend their council meeting, including two overnight stays and one dinner on the RRBSA’s expenses.

3/ Minutes of the last Board meeting held on 28 Nov 2016.

The Minutes of the meeting held on 15 February were amended to include the below insertion then approved for signing by the Chairman.

9f/ Bulletin – RF said that the Board should have been presented with more than one option to vote on.

4/ Matters Arising from the Board meeting held on 28 Nov 2016 not otherwise referred to elsewhere on the Agenda

4a/ Continental Rally budget status (AC)
No further information has been received from the organisers. AC also mentioned that the pre- booking of Euro’s might not be needed now in view of the way the exchange rate is going. ACTION: AC to make contact and make a further request for information.

4b/ Data Protection Regulations (JVB)
2018 will see a dramatic change in Data Protection Regulations for all companies. At this moment in time it is unclear how Brexit may also affect this.

RF provided details of upcoming Data Protection changes and suggested modifications to membership forms.

ACTION: JVB will continue to liaise with Giles Usher while ensuring Steve Hubbard is kept informed with regards to the Website & IT systems update.

5/ Identified discussion topics

5a/ Board meeting minutes and action points (JVB) AS IS

Minutes are sent to Section Secretaries and Register Registrars and published in draft form approx. one week following the Board Meeting. As from the last Board Meeting in 2016 they now also incorporate the written directors’ reports.

PROBLEM STATEMENT
Sometimes a Board decision is required before contract negotiations can commence. If the minutes are published before signing of the contract and/or the content from Boardroom discussions makes it into the open world, this can severely affect the outcome of the negotiations. Alternatively the minutes have to be made that vague that they become useless to their reader.

TO BE (PROPOSAL)

1. Publish a list of decisions within a week following the Board Meeting.

2. Publish the ‘full’ minutes only when approved by the Board and signed by the Chairman

   during the next Board Meeting, thus leaving a window of approx. 1.5 to 2 months to conclude sensitive business.

RF said this proposal is against transparency.

AF stated they remain draft minutes until they are signed off, therefore argues we should not publish until the Chairman validates them at the following Board meeting. AR agreed that there was an obligation to publish only decisions in the minutes and not discussions; this feeling was echoed by MS.

The Board voted in favour (7:1) for minutes of decisions made to be published ASAP after the meeting and the full minutes when they are authenticated at the following Board meeting.

5b/ Directors area of responsibility (JVB) See attendees above for updated responsibilities.

Note: Ian Hick – Deputy Chairman – Corporate Governance, Legal, HR & Publications.

Special advisers to the Board remain as Duncan Feetham (PR & Events) & Jim Myson (Sales & Marketing). Various advisers (Corporate Governance, Legal, Human Resources).

5c/ Bulletin & Advertiser publishing contract (LR)
In receipt of the 3rd version of the contract between Warners and RREC Ltd, LR informed the Board it was a 3 year contract with a 6 month notice period. It was suggested that the contract should include a 6 month probationary period at the beginning of the agreement with no lifestyle advertising. MS recommended in the interim the contract with Acanthus be extended. The Board voted in favour (6:2) of employing Warners for a 6 months probationary period and for a Bulletin without “lifestyle” advertising.

RF said the process of tendering lacked transparency; that points made in support of the process at the AGM were later contradicted; and the tender process should be revisited. Further, the AGM indicated virtually unanimous opposition to any lifestyle advertising.

5d/ SJH payment schedule update (AC/JVB)
A payment schedule has been put in place which is currently being adhered to. AC will update the Board further once the postdated cheques have been presented.

5e/ Position of all archive material and artefacts in The Hunt House – THH Archives website (AF/IH)

It was suggested by IH (by email previous to the meeting) that a document be produced to signify that all archive material and artefacts in The Hunt House will now be managed by the SHRMF.

Deferred to a later date when AF will give a full report.

5f/ Presentation be Gérard Le Clerc – GLC in attendance
Gérard put forward to the Board his proposal to present a tribute to the 1948 Earls Court Motor Show at the 2018 Annual Rally; to follow all Rules and Regulations of the event but to be self- sufficient and not draw on the Rally team’s resources. A budget of up to £5,000 is asked for but with the aim of covering all costs with the sale of a brochure, advertising and trade stands.

A team is already in place consisting of Gérard Le Clerc, Ted Meachem, Jim Myson, Jackie Robotham, Jane Pedler and other volunteers assisting with set-up.

The attempt would be to re-create the British contingent of the first post-war car exhibition in the UK, the 1948 Earls Court Motor Show. This could attract our RREC members who own non RR/B cars of this age as well as enticing new interest from our fellow UK classic car Clubs and open new relationships and open new doors into (our) future.

Sourcing as many cars from 1946-49 as possible; non RR&B also being accepted; will be the first task. Many of our members, in addition to owning a Club car, are often owners of other fine classic cars as well so this can be a new and good expression of our larger view of the Club in the world at present.

The Board agreed to a budget of £5,000 and for a full page in the Bulletin be allocated for Gérard to reach out to members with these specific cars.

Thanks were given to Gérard for putting forward his carefully planned ideas.

5g/ Revision of bank mandates (AC)
PB has agreed to become a signatory in replace of Martin Carnell. DM will also be added to the Barclays & Natwest mandate.

5h/ Support request from Goodwood Rolls-Royce Motor Cars Register (JVB)
A request from Stephen Fabman-Beker has been put forward to the Board for up to £2500 to help fund the first edition (300 copies) of the new annual Register magazine. After the first edition it is hoped the publication will be self-financing.

At £14.50 per copy RF & AC expressed their concern at the slightly elaborate price while AF suggested that if the Club is going to develop, this is a Register that should be supported. It was agreed.

It was agreed to support this request as a one-off but to request more copies to send to main dealers thus also reducing the price. All in favour, AC abstain.

RF suggested that the Register support amount of £800 be increased to £1200 and that the Registers can use this money in any way they see fit i.e. not just for admin. The Board voted in favour of this with one abstention.

6/ Chairman’s Report [WRITTEN REPORT] i. Board Planning document

Nothing significant to report since the last meeting, other than the use of the recently launched Board Planning document to avoid (hopefully) any further situations whereby a decision becomes inevitable due to time pressure, potentially resulting in a sub-optimal decision.

ii. Trademark Registration
The EU Trade Mark Registration Certificate for the mark, RREC, has now been received thus now completing the registration process following enlarged protection for the Club in respect of the trademark “RREC” also in the United Kingdom earlier.

7/ Deputy Chairman’s Report [WRITTEN REPORT]
The search for a General Manager (GM) resulted in an offer being made but this had to be turned down for family reasons. However, we had a second person with similar qualifications and experience and David Maykels will start on April 10th. David will report to Johan and has a detailed programme of induction to follow to enable him to grasp the broad area of responsibility being taken on. His two contacts with the Board will be Johan, to whom he will report on a regular basis, and myself, wearing my “Human Resources” hat. If you should wish to find information from, or put forward ideas/suggestions to David will you please work through one of us, whoever you think appropriate, so that he does not get the impression that he has more than one boss. He will have a lot on his plate over the next few months and will need to focus on specific areas and avoid distractions, if at all possible.

One of the most important aspects of the job will be to meet all of the members of staff (including those in the SHRMF) and get to know them. Job Descriptions and Statements of Terms and Conditions of Employment are way out of date and these will be reviewed and updated as soon as possible now.

A bookkeeper is now in the pipeline and also will be inducted later this month, reporting to David Maykels and working with Antony, as Finance Director.

Vicky Bland will be going on maternity leave on May 12th and, with the South of England Rally looming over the horizon, to be quickly followed by the Annual Rally, arrangements will have to be

made to ensure that the Club Shop operation is seen to be fit for purpose. Discussions about this will start on Monday.

With regard to the claim being made by a previous employee, Peninsula have been dealing with

ACAS and we are waiting to see if anything further will develop. to Do” for the new GM.

8/ Business Development Manager’s Report

No report.

9/ Status report per Team

9a/ Finance (AC)
i. 3Y budget update

Another item on the list of “Jobs

It was suggested by IH (by email previous to the meeting) that the training budget be increased due to the importance of ensuring staff members are adequately trained so that they can be effective in their positions and a better support to Board members.

AF requested a statement of procedure for Directors expenses. ACTION: AC to have in place by 24 April and have each Board member sign a declaration.

ii. Revised accounts format update
Reformatting of the nominal codes has begun. From 1 May Sage (accounts package) will be fully functional and with the new bookkeeper beginning on 24 April, accounting procedures will further benefit from a fresh approach.

[WRITTEN REPORT]
Access to online banking with Barclays has been obtained. This has proved invaluable in the light of the BDM’s recent need to be away.

Sage access, despite many hours on the telephone, has not yet been secured. An alternative solution is in hand and may be effective by Monday. Preparation of alternative presentations for the accounts cannot be attempted without inordinate time calls on THH staff without use of Sage Drive. Bookkeeper starts on 24 April and this will coincide with the run up to the close of the half year. Nick Leslie of HW has been asked to take the accounts from the existing nominal codings to comprehensible accounts and then it is proposed the format will be changed from 1 May so that the Profit & Loss and Balance Sheet reports from Sage will be pertinent and reflect the actual business of the company.

Direct Debits require a detailed analysis. This depends on access to the BACS system which, for obvious reasons, is very well secured. What is required is a full list of those members who are on the database as paying by DD, a list of those included on the different DD runs submitted to BACS, lists of those who have been charged twice or where the DD run has rejected the request for the subscription so that a proper picture can be obtained. This depends on liaison between myself and the BDM.

Companies House records also need updating with the resignations of Martin Carnell and Jim Myson and the appointments of Patsy Baldwin and Martin Sinclair. Not strictly finance but a matter of good governance.

9b/ General & Administration (LR) [WRITTEN REPORT]
Holloways have been appointed as Rally Auctioneers at no cost to the Club and on a profit sharing basis.

9c/ Sales & Marketing (PB)
No report due to responsibility being delegated during meeting.

9d/ Membership (LR & JMy) [WRITTEN REPORT] See addendum of JMy.

[COMMENTS]
IH asked (by email previous to the meeting) for the Board to consider reducing the annual subscription by 10%, stating the current rate is unjustified considering the Clubs bank balance and still adding £400,000 when following the 3year budget. JVB expressed concern based on not knowing our membership demographic; if we were to lose a significant number overnight it could have serious impact. Reducing the subscription is easy, but more troublesome should we need to increase it thereafter.

The Board generally agreed that the Club offers superb value for money and that the subscription is not a hindrance to attracting new members; rather that it is too easy for them to leave. MS requested the Board focus on keeping new members by offering them a variety of activities, benefits & reading material to attract different areas. The Board voted unanimously for the Club subscription to remain unchanged.

9e/ PR & Events (AR) [WRITTEN REPORT]
Continental Sections believe they get less of a treat in connection with the Diamond Jubilee and Annual Rally as compared to British Sections. I understand that this has already been dealt with at the AGM/Conference.

RBT stopover arrangements with regards to (English) Sections: Please see attached official invitation list provide by the organiser Andrew Courtney. Obviously Continental Sections are not represented here as they are not “en route” of the Rally/Tour but perhaps we ought to discuss any additional actions to be taken towards the other half of our membership!

[COMMENTS]
RF has discussed bringing some historically significant cars to the Annual Rally with the details and costs yet to be determined, but owners and traders are working with him.

9f/ Publications (LR) [WRITTEN REPORT]
The Board have voted in favour of appointing Warners to produce our publications at no cost to the Club and on a profit sharing basis. With all contents the responsibility of RREC.

9g/ Sections (RF) [WRITTEN REPORT] Request to form a Dominican Republic Section.

[COMMENTS]
The request to form a Section was refused.

RF provided details of long-term UK and Overseas Section Membership changes.

9h/International Liaison (AR) [WRITTEN REPORT]
Some Continental Sections have complained that minutes of Board Meetings are hard to read among other things due to extensive use of abbreviations. Use of abbreviations should be spelled out the first time they are used in the text followed by the abbreviation used hence forward in brackets.

9i/ Registers (AC)
No report due to responsibility being delegated during meeting.

9j/ SHRMF & Archives (AF) [WRITTEN REPORT] Archive

Details of scanned documents were circulated courtesy of Clive Green (Archive Committee Chairman).

There has been some debate about archive website, the existing facility functioning but not well. Two quotations have been received against the specification produced last year. Clive Green who is the Chairman of the Club’s Archive Committee and hands on in overseeing the copying exercise undertaken by Michael Bailey Jr. & Snr., and marketing, distribution and dissemination of the scanned data prefers the lower quotation and I have full faith in his judgement. He is very hands on and understands the requirements of the engineering concerns that are regular customers.
A general view of that Committee is that to safeguard the independence of the Foundation as a charitable body this facility, whilst advertised by a Committee of the Club, should stand alone.
The comparatively modest cost is for a facility which, by virtue of its longevity, can be considered capital and I recommend is treated as such, or at least as exceptional to the archive regular budget provision.

Another aspect is the fate of paperwork once scanned. Some is in very fragile condition and biodegrading. Work often has to be undertaken to paperwork before it can be scanned.
To encapsulate all appropriate paperwork in conservation envelopes or dockets (transparent – to facilitate copying) would be an exercise costing at least £60,000, possibly £100,000 and labour costs would also have to be considered. It may provide an exercise for appropriate trainees/student in vacation.

If it is to be considered it may be appropriate to ask the manufacturers to consider contributing. Keeping the motor cars they have built on the road and in the public eye is a testimony to their quality and longevity and thereby enhances their reputation as manufacturers in the market place. I would not advocate destroying original material even when scanned as these are historic documents of importance impregnated with the DNA of their draughtsmen.

Hunt House Security
The alarm upgrade is apparently in hand.

Stolen items recovered are being kept to one side pending the Criminal Prosecution at which some (or all) may be required to be produced in evidence. Conference delegates were updated by Chris Ball whose efforts in resolving the matter were frankly outstanding! 

Operating Procedures
An asset register is now in place and is being completed and maintained. It may be appropriate for a specific officer to be ascribed responsibility for maintaining this – the most logical suggestion being Graham Cottrell as Foundation Business Manager

It is hoped that a stewardship policy will be produced ensuring any conditions in loam?? Are observed and condition of storage display insurances etc. are observed.
Similarly a disposal policy should be in place to ensure any disposal (magazines, artefacts or whatever) is recorded and the discard or sale is authorised by specifically designated officers.

Museum Status
There is discussion about the possibility of seeking Museum Status for the Hunt House from the Arts Council, thereby opening the archive to various grant aid. A number of the Committee members are looking further into the advantages, disadvantages and operational requirements to achieve this as well as possible projects or services which may attract funding (e.g. conservation envelopes, additional packing areas etc.).

Conference Presentation

The Archivist, Amii Errington, made an excellent presentation at Conference outlining the work undertaken to date, in hand and future proposals. Whilst it was sadly a tail end slot, there seemed to be general consensus among the delegates that matters were moving forward satisfactorily.

[COMMENTS]

RF expressed concern about a long backlog of scanned material not being made available to members and traders on the archives website.

AF echoed RF’s concern and reminded the meeting that RR & B experts need these drawings to make the tools (and parts) which keep our cars on the roads; the cars are deteriorating now and there is a real urgency for this material to be made available. Complications with the separate Archive website provider and the SHRMF charity status rules have stalled this project. Having already received a quote form a reputable website provider, AF suggested that the Club commissioned the work as recommended by the Archive Committee of the RREC, provided the Archive Committee CAN accommodate a link back to the RREC website. Decision deferred pending more information.

9k/ Technical Support & Tool Hire – incl.Technical advice helpline (MS) No report due to responsibility being delegated during meeting.

IH asked (by email previous to the meeting) for a vote to offer tool hire free of charge to members; only paying a deposit to ensure their return. MS suggested a clause being signed so the member is made responsible for the full cost of the tool should the terms be broken. The Board voted unanimously in favour of offering tool hire free of charge. ACTION: MS to determine the deposit fee for each tool.

Similarly, IH asked the Board to consider providing all Seminars free of charge to members, again, with a non-returnable deposit to ensure attendance. MS suggested instead, offering members one free Seminar day per year. The Board agreed to defer this vote until Steve Lovatt is consulted. ACTION: MS to contact SL in respect of this matter.

10/ List of intermediate Board decisions

10a/ Email 2.3.2017. Decision to refund rally participants in case the vacated rally place has been filled up by someone else.

11/ Miscellaneous

Through AC, Ailsa Plain asked for the Boards approval to order 325 (Club logo endorsed) Parker pens at £6395+VAT as a special gift to Annual Rally volunteers in recognition of the long hours and hard work they put in. If ordering a higher quantity brings the price down, the surplus can be sold in the Club Shop. AP to investigate cost and decision will be forthcoming via email.

Following a recent membership analysis, RF said that primary memberships are still falling, with Club numbers only stable due to increasing uptake of discounted and joint memberships.
MS asked the meeting if the Board had a register of ‘experts’ who are prepared to offer their services to the Board in their chosen field. JVB explained this had been discussed and promoted previously but virtually no responses were received.

a/ Next Board Meeting Dates

•   Thursday 8 June (Q2 (Apr) accounts)

•   Wednesday 30 August (Q3 (July) accounts)

•   Monday 4 December (Q4 (Dec) accounts)

  Lisa ALDERSON Minuting Secretary

  Note: These Minutes remain draft only until approved by the Board at their next meeting. When approved, these Minutes will be authenticated by the Chairman’s signature below.

  Authenticated as true record of proceedings:

  Johan VANDEN BERGH Chairman

  Distribution:

  Board of Directors
  General Manager / Business Development Manager Section and Register Secretaries
  The Hunt House Staff

9d\ Membership – ADDENDUM

Membership Report with added viewpoints from participants at the Annual Conference (Jim Myson April 2017)

1. Trade dealers
22 used-car dealers currently working with us who are regularly updated with trade packs. A1 poster issued together with benefits menu. £500 prize offered for new members.

Future action:
Contact dealers to find out how many are participating in promotion. Contact new dealers to help promote further membership joining.

2. One-to-One promotion.
This has now been promoted in two Bulletins and the approximate take up is approximately 16+ new members. At the conference references made to the number of social members
active in Sections and emphasised that this promotion was targeted to convert these people to members in the Club. A request was made that the Sections should support this promotion.

3. Membership joining leaflets in cars.
This idea was well supported from the floor at the conference and it is recommended that this is adopted with a Bulletin insert providing all members with joining information to be given out to anyone expressing an interest in the Club. This form needs to be updated so it is applicable to Bentley car owners i.e. Rolls-Royce Enthusiasts Club is eliminated from the wording. If the joining section of the form has a box so the member can insert their name and membership number then the One-to-One promotion scheme could be adopted as an incentive to get more members; (this whole promotion adds further sales to the Club shop).

4. Friends and family membership.
It was suggested from the floor that there was no category for family membership and one member has three children (grown up) that could be eligible. The benefit of this category of membership is it helps to keep the vehicle in the family with continuity of membership. It could also help solve our “social hangers on” in the sections. This category of member has to be linked to an existing member in the Club otherwise there could be a loss of full membership to this new category; (if adopted). Need to discuss the price for membership.

5. Joining Fee
Those that expressed an opinion on this at the conference and in social time afterwards, all stated that they thought it was a negative issue. I suggest this is dropped across the board for all new joining members.

6. Club DVD
This is now outdated and therefore not used at all. It was unanimous that this was a major benefit to everyone since it provides an insight to all the Club activities. Serious investment should be made so this is available on both You-Tube, our website and DVDs for all new joining members. This should be adopted as a priority action and outsourced to a professional company.

7. Benefits menu to all Section Committee members.
It was expressed that just one per Section was inadequate and all Committee members should have this document since different people organise various events. The document was well received and we should maximise on the potential since it is very low cost to produce.

8. Pull up membership benefits menu.

For less than £100 it is possible to purchase a designed exhibition type Benefits Menu which could be used at various events by the Sections. These pack down to a small carrying case and are quite practical to use. This should be investigated further to ascertain the potential utilisation.

9. Exhibitions.
As previously stated membership should be the highest priority for attendance at any exhibition. The Classic Restoration show at the NEC last week provided a further 5 new members.

10. Rolls-Royce magazine.
A BDC member receives the Bentley magazine as part of their membership. Discussions with Rolls- Royce should see if they are amenable to their magazine being given to every RREC member. Since our penetration of Rolls-Royce Motors to our membership is very low, this point should be made clear to them since our future is very dependable upon new member joining and this will be perceived as a top class benefit to everyone. The potential from our International Market should be appealing to them for new sales opportunities. Rolls-Royce indicated they wish to be seen to be supporting our club and this would be a good starting point.

11. International membership promotion.
Very little is known about the methods adopted by our Sections overseas to gain new members. It would be sensible to task Gérard with providing a report on the state of the international market so we have a better understanding.

12 Membership with new Motors sold.
From the conference floor this suggestion was made. It is difficult to implement since the Club logo combines both the motives for each type of vehicle and this is unacceptable to both Rolls-Royce and Bentley. If the price for membership is low then there is potential to investigate his further with our used car dealers since this could be a low cost added benefit but knowing dealers anything that erodes their margin is a negative issue. There is the potential of investigating this further with some of the wealthy overseas dealers such as Dubai where the vehicle costs are approaching £500,000 per motor the cost would be rather insignificant. There is also the issue that with such vast volume of sales i.e. approximately 300 cars in year there must be a serious second-hand market on which we could capitalise on. This subject requires a more in-depth investigation to understand attitudes and politics.

13. Bentley Enthusiasts Club Limited
This company is currently available and if one looks seriously into the future it may become necessary to market the Club in two separate directions. This is a very political issue but it will be very sensible to purchase this company now, since it is a very low cost price to pay for potential security in the future. I do not wish to discuss the benefits since all angles and implications need investigating.

14. A1 Posters.
A total of 26 posters were collected at the conference for use by the sections at various events. This will help to improve awareness to club activities.

15. Advertisements.
To date two advertisements have been placed with magazines when specific editorial is related to Rolls-Royce or Bentley motors. These are due out next month. Following this a number of ad editorials will be compiled which will be full-page write-up on the club plus a quarter page 11/12

advertisement. It is hoped this could produce a better response from the money spent in this direction.

16. Club National Rally 2018.
Gérard has some proposal for this event and I suggest this could be seriously backed with a “theme” that could be adopted for the whole event. I do not wish to steal his thunder so I will let you listen to the proposals and form your own opinion.

Conclusion.
There are some serious contentious issues in this report but I believe all of them need to be addressed. The conference this year proved to be very reactive as some good ideas emerged from the participants. It is now important for everyone to see that the recommendations that have been made are acted upon and this is the purpose of identifying them so further discussion can take place.

BM Minutes 10.04.17 FINAL 12/12

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