(Updated) RSPBA holding all-proxy AGM June 27th
The virtual meeting takes the place of the organization’s in-person meeting, originally scheduled for March 14th, which was postponed due to the coronavirus situation.
In a statement, Chairman John Hughes said, “The format of the AGM this year will be purely functional to comply with the relevant legal requirements. Therefore, the proposed changes to the Standing Orders and Rules, and Articles of Association will not be considered at this time.”
The secretaries of full RSPBA member bands have been sent a message with instructions on how to vote using an online proxy system set up for the meeting. Secretaries will be able to submit questions in advance, and Hughes said that “Relevant Questions and Answers will be published as soon as practicable following the AGM.”
Apart from those that were able to hold their meetings before the pandemic set in, virtually every organization required to hold an annual general meeting has had to find alternative methods to be legally compliant. Many companies have elected to use fulsome online annual general meeting platforms created specifically for such a purpose.
The RSPBA has been under scrutiny over its handling of member funds for the extensive renovation of its headquarters.
Executive Office Ian Embelton was on record in November 2019 saying that the organization’s financial shortfall would be made up by payments from major championship competitions in 2020. With the entire pipe band season cancelled, the association has so far not informed its members about how the shortfall will be covered to maintain the organization’s financial fluidity.
Despite requests, the association has not commented on whether it has a Plan B for its finances. According to the RSPBA’s 2019 Financial Report, there was £8,604 in cash resources. Until 2018, the RSPBA’s policy was to maintain a cash balance of at least £261,000 – the amount needed to keep the association and the competition season running.
Embelton is reportedly on furlough leave at least until the UK government’s July 31st. Unless he was provided special dispensation, he would not be able to attend the meeting.
“A lot has changed inside three months,” said a member of a prominent RSPBA member band who spoke on condition of anonymity. “There are more important motions that need to be on the agenda now due to the fluidity of COVID-19. Simply pretending that everything is fine is futile. There are no funds coming in from majors, which Embleton said they needed to stay afloat. So where are we at now?”
The RSPBA’s bylaws state that – at least in normal times – that a meeting is only quorate (having a sufficient number of members present to hold a vote) at least three individuals eligible to vote are in attendance, and that directors of the association are not entitled to vote. Special dispensation has been granted to many organizations during the pandemic, allowing them to be in compliance through online means.
With the RSPBA being a registered charity, it also has to comply with charity law, which differs from company law. Most charities need to have permission granted to cancel or alter change its AGM.
At publication time, Hughes had not answered a request to comment.
“I feel the situation is flying in the eyes of the RSPBA’s pledge to be transparent in communications.” – RSPBA adjudicator
One RSPBA judge, who agreed to speak on the condition that his name is not used, said: “Regarding the AGM, there are lots of online platforms which could be used for the meeting, many of which can be made exclusive using a code to access, as happens with meetings with my own employer at the moment. Thus, only one designated person per band could take part. I feel the situation is flying in the eyes of the RSPBA’s pledge to be transparent in communications. I do care for the future of the Association, as I have been a playing member and adjudicator for a number of years and I know the purse strings have been held very tight for many years and just to cancel the myth that judges get fantastic meals, free drink and luxurious hotels, expense laid out for such things was very restrictive and definitely no free drink
“But all of a sudden under a ‘new leader’ the money was found to carry out unnecessary upgrading work on the HQ, given the number of times that the building is fully utilized. Fire Insurance repairs and a minor uplift would have been sufficient. It is unfortunate that the situation will be even more difficult to recover now that the competition season has been cancelled with no income from major championships sponsors or band entry Fees. A totally sad situation altogether.”
pipes|drums reached out to at least five other RSPBA officials and judges for their perspective on the matter, either attributed or anonymous, but no others have so far responded.
According to its articles, the organization must notify its members of an AGM at least 14 days in advance.
“This is not only a great example of how not to communicate with your members but also of extremely bad governance,” said another member of an RSPBA-member band. “If we weren’t in the midst of a pandemic, this decision would be in direct contradiction of the organization’s own constitution: article 53 says a general meeting is only quorate if three or more voting members are in attendance, and article 57 says that directors aren’t eligible to vote at a meeting. Ergo, the meeting normally wouldn’t be quorate with only directors in attendance. What justification has the RSPBA given to government agencies for not holding an AGM? It appears to me that the RSPBA are using the coronavirus pandemic as an opportunity to not answer questions direct from their members. If they weren’t, why not host a video conference in their new state-of-the-art building? Point 44 in the organization’s own constitution allows for a general meeting to be called by the members: 60 bands from six branches really isn’t that much to coordinate.”
The RSPBA’s handling of its financial situation and headquarters renovation has been the subject of mainstream media interest.
With the competition season cancelled, the value of a band membership with the RSPBA is under question, particularly when already cash-strapped bands might have even less money without paid gigs and prize-money.
“I would encourage bands to ask for a partial refund of their membership fees at the AGM, or at least a substantial reduction in next year’s fees,” the same band member said. “The main aim of the organization is to organize and promote pipe band competitions. If none go ahead this year, what is the purpose of being a member of the RSPBA? The organization has been eligible for government grants that most pipe bands have not. Bands will have seen their income drop due to a lack of gigs or fundraising opportunities. Membership fees should not be building up the coffers when bands are in dire straits and ineligible for government grants.”
There are 715 bands that are either paid-up members of the organization for 2020 or were for 2019. A full membership for a non-juvenile UK-based band joining for the first time or after a three-year lapse is £252. A renewal membership is £228. Bands from outside of the UK have to take out a £105 membership in order to compete at an RSPBA sanctioned competition, even if they are paid up members with a recognized association.
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