Explanations Sought - EGM MIG 30-1-10

Through email to: mig@migcricketclub.org

Date: 30^th January, 2010

To,

The Chairman,

MIG Cricket Club,

Bandra –East, Mumbai.

Dear Sir,

Sub: Points for discussion and explanations requested

Re. EGM scheduled on 7^th Feb., 2010

I had in my previous letter I raised many issues, particularly, re. provisioning of explanatory statements for each of the constitutional amendment proposed and incomplete documents provided to the members The same have not yet been answered. During the last adjourned EGM no specific explanations were provided by the Chair or the Managing Committee.

Incomplete notice of the EGM, as is evident from missing last pages of the amendments circulated to the members, is a serious issue and holding of the EGM itself on such a notice becomes questionable.

Besides, explanatory statements are very much needed to help the members ascertain the objectives and reasoning behind such proposed amendments.

I request you to circulate the complete set of the document with detailed explanatory statements to the members and till then keep the ensuing Extra-Ordinary general Meeting in abeyance.

Without prejudice to the above, I request you to provide information on the following additional points in the EGM scheduled on 7-2-2010:

1. Whether the Managing Committee can co-opt a person on the Managing Committee who has been rejected by the Members in election and, thus, override the wish of the General Body? Please appreciate that I do not have any personal issues about the person so co-opted but it is an important ethical, propriety and legal issue and a wrong precedent should be avoided.

2. Re. the proposed Constitutional Amendments

Point No.
3.1.2.2	This amendment will effectively bar the members other than former Managing Committee members to contest for the Trustee Election and is unduly restrictive and debarring provisions.. The logic that other than the former Managing Committee members are inferior and are incapable of occupying the Chair is utterly faulty when you take a look at the high profile and professional and business background of hundreds of the members. Even our MPs do not have any such prior ‘great’ experience as pre-qualifications. Such a condition may invite judicial knock down. Is it intended to reserve the domain of the Board of trustees to only a certain small group of members?
3.6.2	The word “SHALL’ should be replaced by ‘MAY’ or else it would result into the Board of Trustees being mere puppets and will have to sanction any and every proposal of the Managing Committee. I request you to consider the Board of Trustees as Conscience Keepers and that can achieved by negative power i.e. veto power. The Board does not have any executive power and the same are enjoyed by the Managing Committee. Such a principle should be meticulously followed to protect the interest of the club in the long term. Thus, the Board of Trustees should have clear power to reject any proposal of the Managing Committee. Any such problem proposal can be put before EGM for approval. Such instances would be extremely rare but critical.
3.6.2.3	Can the Managing Committee sell the land and building of the club? Any dealings in the immovable properties should be very well protected and should be only on approval of the General Body. You may note that certain clubs in Mumbai has even provided for prior approval of the High Court for any such major decision.. Further, a concept of ‘substantial interest’ should be incorporated to deter the Managing Committee and / or the Board of Trustees from taking any misdirected decision detrimental to the interest of the club in future. Selling/leasing of the land, building or any assets of the club will effectively close and dissolve the club. Hence, such rights should not be given to the Managing Committee.
4.5.2. (a)	Notices of the meeting should only be sent through courier where evidence of delivery is available. Hence, the word ‘OR” should be replaced by the word “AND”. Mere display on the notice board in the club premises will result into majority of the members being kept in dark. You are aware that a small fraction of the total members regularly visit the club. This provision can be misused and unnecessarily create the scope for misuse of the same. How many AGMs and EGMs take place in a year and what is expense of such notice as a % of total expenses of the club?
4.5.4	How to ascertain a omission is an ‘accidental omission’? Since the last adjourned EGM, after having raised certain issues therein, I have not been receiving any SMS from the club (even for the Makar Sankranti function). Hope it was an ‘accidental omission’!
4.11.3	Please provide that “The Chairman shall (emphasis added) order ballot if demanded by 25% of the members present in the general body meeting” No discretion to the Chairman of the meeting is warranted here. Video recording of the general body meeting should be made compulsory by providing for it in the constitution itself. Besides, any member, if supported by 10 other members of the club, should have right to view the recording or obtain its video recording copy on cost-to-cost’ basis. Such provision, I am sure, will save the club from embarrassments, costs and losses in the long term and ensure transparency in its functioning.
5.1.1	11+2 members Managing Committee may result into a tie with the casting vote. Member having lost election, should not be co-opted on the managing Committee as it amounts to overriding the wish of the general Body.
5.1.2	a) Why the word “Hon” is removed from the posts’ descriptions? b) Does it imply that the said President, General Secretary, Treasurer, and Secretaries to different departments/sections will be paid salaries or be remunerated? c) What is the expected burden of such salaries? d) Are the said persons be appointed from amongst the Managing Committee members? Can the Managing Committee decide on the salaries for the said posts occupied by its own members? Can such post be considered as ‘posts of profit’, thus, attracting various restrictions? What is the expected annual financial burden of the said salaries and benefits of such posts to the club? Does the club’s operations warrant such expenses? When many members, me included, are willing to provide our service to the club on honorary basis, what is the need to incur such expenses? Will such monetary considerations not create undue interest in retaining the posts that may result in undesirable politics in the long term?
5.2	What is the reason to extend the Managing Committee tenure to three years that the present two years? Is it that the Managing Committee thinks that the it cannot function properly for a shorter duration? Expenses on holding the election are not much and there seems to be no need to extend the tenure. Further, this provision, if approved, should be applicable for the next elected Managing Committee and not result into extending tenure of the present one. The members have elected them for 2 years only.
5.3.1.3	The provision of debarring any member who has been suspended by the Managing Committee is sure to be most vindictively misused. Let the Managing Committee not be judgmental and the provision of criminal convictions etc. elsewhere provided for are sufficient. Such a provision is sure to attract judicial interference in future.
5.6.1.2	Re. admission of members, a transparent policy need to be laid down in the constitution itself. This point I had raised on many occasions earlier but has remained till date to be even discussed in any meeting.
5.6.1.8	a) Why do we need this additional post of “Chief Operating Officer? b) When Mr. Praveen Barve was Hon. General Secretary, no need of any such executive was ever felt. A new post of Chief Administrative Officer was earlier created to manage his responsibilities. c) It is that the present Hon’ general Secretary or any person from amongst the Board of Trustees and the managing Committee find themselves incapable of the responsibilities of management of the club? d) The club organization may shortly resemble that of a large company with many posts viz. 1. President 2. Chief Operating Officer 3. Chief Administrative Officer 4. General Secretary (Not Honorary) 5. Treasurer (non-Honorary) 6. Secretaries, say, for Bar Restaurant Cards Room, Carom Cricket Billiards Badminton, Table Tennis Swimming Pool, Cultural Programs Gymnasium Ladies Gym Room Reception Area Accounts Audit General Body Meetings Administration HR Budgets Disciplinary Committee Secretary for managing all the above secretaries Over and above we have the Managing Committee of 11+2 members and a Board of trustees of 6 members. e) There should be a provision that a Managing Committee member should not be a member of any committee and any other member can be appointed on honorary basis. f) There should be a provision that a Managing Committee member should be NOT directly or indirectly connected with any supplier or service provider to the club OR if so, his interest should be made known to all the members. g) The General Body should approve the terms and conditions (as a ceiling) of such appointments h) I request you to provide your estimate of the annual cost of all the above post i) Let us first ask the members whether any one in interested in acting as an Hon. General Secretary to discharge functions of the proposed COO as was earlier conducted by Mr. Praveen Barve. j) Only on non-availability of such a person, creation of this post may be considered. k) Such a bulky organization will only result into permanent unwarranted financial burden and introduction of pity politics in the overall management of the club when such paid posts are occupied by unworthy persons.
5.14	Notice Board: Let one notice board be reserved for members for any notice or communication he/she want to put on it. It should be unrestricted and no prior approval of any club authority be needed for the display. It is perfectly democratic and the club management should be capable of taking in the criticism, if any. Do you expect the Club management will allow any notice by a members criticizing it be put on the Notice Board?
6.4	Budget: I suggest that provide for next year’s budget be approved in an AGM.
7.2	Dissolution of the Club This most important provision has been incomplete. The next pages are missing. Basically, please explain the reasons behind this provision. What are the circumstances you think would lead to dissolution of the club? Who will decide whether the circumstances are justified? How do propose to effectively ensure that the interest of the Club and its members is protected against vested interests in future? How can even a majority in a general meeting can decide to effectively nullify rights and interests of other members?

I request you to urgently provide list of the members who have attended and voted in the Managing Committee meeting that approved these constitutional amendments for its consideration by the EGM. I would appreciate if the information is provided before the EGM.

Thanking you,

Deepa Tidke

Life Membership No. LT - 1811