MERCIA CINEMA SOCIETY

MINUTES of the EXTRAORDINARY GENERAL MEETING

held at the Cottage Road Cinema, Headingley, Leeds on Saturday 16 January 2010 at

11.30 a.m.

1. Apologies, quorum and proxies: Present: Kate Taylor (in the chair), Derek Atkins,

Dave Biscombe, Johnnie Cliff, Victor Alan Edwards, Gerry Glover, Ian Grey, Martin Hall,

Ian Houseman, Colin Jeffrey, Ian Meyrick, Charles Morris, Shaun Richardson, Harry Rigby, Edwin Robinson, Jim Schultz, Paul Smith, Colin Sutton, Derek Todd, Kathy Todd,

David Williams. (21)

Apologies/proxies: 75 proxy forms had been received from those apologising for absence.

The total of those present and proxies (96) was more than the 10% of the 210-strong membership required for the meeting to be quorate.

2. Introduction: Kate Taylor welcomed members to what was a sad, but – because of the attendance – also rather a gala occasion. She thanked members for coming and expressed particular gratitude to Charles Morris for hosting the venue.

3. Minutes of the Annual General Meeting held on 12 December 2010 were circulated. One typo was corrected to confirm there was NO immediate need to relocate the archive or stock. Subject to this amendment, the minutes were approved.

4. Matters arising from the minutes:

4a Odeon Putney: Kate Taylor had written to the Odeon management and to the projectionist thanking them for hosting the AGM and showing us the projection facilities.

4b Archives and Stock: It was confirmed that the archives remained at Mervyn Gould’s home and that the bulk stock was stored securely in Doncaster. Some stock was held by the Chairman and Sales Officer at their homes.

5. Motion to Wind Up the Society

Kate Taylor, from the Chair, proposed the motion That the Society be wound up in accordance with the details set out in the Constitution.

She said that she was not happy to present the motion, but knew it was necessary.  It was a momentous and sad day; the Society had existed for 30 years and had many notable achievements to its name. Amongst these were persuading the Charity Commission to accept that MCS was performing a public service and was not just a private club, and obtaining a £5000 grant from the Foundation for Sport and the Arts.

Our publications stand as our great achievement.  Through Rosemary and Chris Clegg, then Brian Hornsey and herself, and for the last 15 years with design, typesetting and editing by Mervyn Gould, over 40 books had been produced. Mervyn’s voluntary work had enabled MCS to continue to produce books at a viable rate which would not otherwise have been possible.

We had been unable to find people with the combination of skills, time, the technology and the will to continue with our book and Bioscope publication programme; without these, we had nothing to offer our members.

Our membership of 210 was the highest we had been able to achieve, despite good publicity and excellent press coverage for our books, especially Coventry Picture Palaces, which had already sold out.  Comments on proxy forms had also underlined the aging profile of our membership.

In an email received from the Cleggs, Chris had written that it was sad, but we had to be realistic.  Looking at the past 30 years, he said that we could be proud that so much information had been published and so much achieved.

The Chairman concluded by saying we should close on a high note of success, rather than gradually fade away and on this basis she placed the motion before the meeting for consideration.

In discussion, it was suggested that we try and find a way in which we could get people to move over to the CTA (if not already members) in order to ensure continuity and to keep the name of Mercia CS alive in some way.  Kate Taylor said that this was one of the issues which would be discussed with the CTA Committee in due course; offering to give Mercia members a year’s CTA membership and perhaps ring-fencing some money for publications, with acknowledgment to Mercia, were two ideas we may put forward.

The Treasurer confirmed that Life Members would have any ‘unexpired’ portion of their subscription returned, and that there were sufficient funds available to meet all MCS debts.

The motion was put to the vote:

*including 2 votes left to the decision of the Chair

The motion was therefore carried with the necessary two-thirds majority required by the Constitution.

6. Any other Business

6a Charles Morris, a former Treasurer, expressed thanks to Kate Taylor for holding the Society together for so many years, which had included some very difficult times.  Members present warmly applauded his words.

6b At the AGM, members had appointed a Committee to take the necessary actions to wind up the Society subject to the outcome of the EGM; and to engage in discussions with the CTA over transfer of assets.  Kate Taylor asked if this were still the will of the members, and whether anyone wished to put forward other suggestions for potential recipients of funds, which would have to be disposed of in due course in line with the constitution.

No other suggestions were made, and the committee membership was ratified unanimously as below:

Chairman:                     Kate Taylor

Vice-Chairman:              Ian Meyrick

Treasurer:                      Ian Grey

Sales Officer:                Martin Hall

Committee members:    Johnny Cliff, Gerry Glover, Frank Manders, Paul Smith.

6c The Chairman closed the meeting by thanking all those past and present who had served the Society in so many ways over its 30-year life. She also thanked Charles Morris for allowing us to meet in his cinema.

The meeting was followed by the opportunity for members to visit the projection facilities of the Cottage Road Cinema.

MERCIA CINEMA SOCIETY

MINUTES of the ANNUAL GENERAL MEETING 2009

Held at the Odeon Cinema Putney on Saturday 12 December 2009 at 11.15 a.m.

1. Apologies, quorum and proxies: Present: Kate Taylor (in the chair), Johnnie Cliff, Edwin Gilmour, Gerry Glover, Ian Grey, Martin Hall, Ian Houseman, Ian Meyrick, Ian Patterson, John Pilblade, Philip Roberts, David Simpson, Cathy Stevens, Ian Van Ryne, Sebastian Weber, Nigel Wolland (16). Apologies/proxies: 66 proxy forms had been received from those apologising for absence.

This was more than the required 10% of membership for the meeting to be quorate.

2. Chairman’s welcome: Kate Taylor welcomed all present and introduced herself and committee members present.

3. Mervyn Gould: Members stood in silence as a tribute to Mervyn, the Society’s long-serving and immensely dedicated administrator, who had died on 28 October. A number of members had been able to attend his funeral service at Loughborough Crematorium on 13 November and the Society had sent flowers.

4. Minutes of the Annual General Meeting held on 13 December 2008 had been circulated in Bioscope (no. 110, February 2009). They were approved as circulated. There were no matters arising.

5. Officers’ Reports:

5a. Chairman’s Review

Kate Taylor said: Whilst this has in some ways been a most successful year, it has also been somewhat fraught with problems and has ended very sadly with the death of our Administrator, Mervyn Gould, on 28 October.

Membership has grown slightly with 23 newcomers against the loss of 19, and stands now at 210. The four quarterly Bioscopes have all been rich with interest, issued in excellent time, and, thanks to Mervyn’s skills and dedication, splendidly designed and illustrated.

We have again published two books, Frank Manders’s Cinemas of North Tyneside, and Coventry Picture Palaces from a manuscript written originally by the late Gil Robottom which has been updated and extended by Ian Meyrick and Mervyn. Both have been well publicized, with highly complimentary reviews in a range of papers and journals, and both are selling well.

Whilst we have continued to fulfil our objects in terms of promoting research and continuing publication, quite splendidly, we are also experiencing a deteriorating financial situation in terms of immediately available money although we have, of course, increased assets in the form of book-stock. Income from subscriptions and donations is barely adequate to cover the costs of printing and posting the Bioscope and our other running costs.

Our long-serving Sales Officer, Stuart Smith, resigned at the end of our last financial year and prolonged ill health has meant the loss, too, of our Publicity Officer, Derek Atkins. However, at the Committee Meeting in March of this year we were able to co-opt Martin Hall as the new Sales Officer, and Johnnie Cliff and Gerry Glover as joint Press and Public Relations Officers. We were grateful to them all for volunteering.

Unacceptable behaviour – at least in the view of the Society’s officers – by CCLA Investment Management, the body that handles the Charities Official Investment Fund, in seeking to identify our Membership Secretary, Colin Sanders, by searching for personal data on the internet, and a remarkably inept letter from them about his lack of any ‘financial footprint’,  led to Colin’s resignation from the membership role in August although he stayed on to provide the necessary data and labels for our November mailing. Our Treasurer, Ian Grey, has offered to add the role to his portfolio as an interim measure.

For many years the Society has benefited financially from our association with Fuchsiaprint, the one-man enterprise run by our member, and one-time editor, Brian Hornsey. Brian has given us the full income from sales of his numerous small books. There have been difficulties, however, in recent months resulting from a Committee decision not to advertise Fuchsiaprint books which seemed to compete directly with our own publications, and on Brian’s part with the greatly increased costs of printing and postage.

We learned only after last year’s Annual Meeting of the death a short while earlier of Committee member Frank Wright.

We have continued to deal with requests for information from students and from the media and some of us remain in demand for talks.

Our experienced team of officers has remained dedicated to furthering the interests of the Society, giving much of their time. They have met again as a committee once, in-March, in Birmingham and members have remained in contact regularly otherwise by telephone, letter and e—mail. We are most grateful to them.

Ian Grey has maintained our web site and richly extended it and has added a PayPal facility so that our books can be ordered on line.

And we are grateful, too, to Philip Hollins for again examining our accounts.

As I write this report, however, I take the view that without Mervyn’s superb commitment and immense voluntary work, the Society cannot continue. I have discussed this with other members of the Committee and shall put a motion to the annual meeting that it be wound up. It is for members to make the decision in accordance with the Society’s rules. I myself would wish to stand down as your Chairman if members vote for the Society to survive.

5b. Treasurer’s Report

Ian Grey introduced the audited accounts, which were circulated.  He highlighted that cash had reduced to £9,800 due to increased investment in publication of books and the reduction in bank interest rates. The subscription was very low compared with the value of receiving four editions of the Bioscope each year and having access to Mercia publications at a discount. Should the MCS continue, a rise in subscription level would be inevitable.  He confirmed the cost of producing Bioscope was £275 plus postage, a total of approximately £400 per issue.

The report and accounts had been approved by the Committee, and were unanimously accepted by the meeting.

Grateful thanks were recorded to the Honorary Independent Reporting Accountant (Philip M. Hollins FCA) for his continuing (voluntary) work.

5c.Membership Report

The current membership stood at 210, 22 new members having been recruited but 19 lost; we are often not aware of the reasons for the latter, although it is often through death.

75 members pay by standing order, and there are 9 Life Members.

5d. Sales Officer’s Report

Martin Hall reported that 514 books had been sold since he took over in April. Of our latest books, Coventry was now out of print and North Tyneside had sold 183. Borders, the booksellers, were in liquidation and owed us for 20 copies of Coventry. We have yet to hear from the administrators. The remaining stock of Cinema on a Roman Wall had been sold to the Forum at Hexham.

5e. Bioscope Editor’s Report

The Bioscope had continued to be published on time and to a very high standard; issues had been produced in February, May, August and November. Kate Taylor said that Mervyn Gould had played the major part in its production, soliciting articles, providing illustrations, undertaking the design and typesetting, and carrying out the distribution.

6. Motion to Wind Up the Society

Kate Taylor, from the Chair, proposed the motion That the Society be wound up in accordance with the details set out in the Constitution.

Introducing the motion, she said that the Society had been operating for 30 years, originally with the enthusiasm and skills of founders Chris and Rosemary Clegg.  Then had followed a period of chequered fortunes until in 1993 Mervyn had taken over as Secretary (later redesignated Administrator). Since then, he had worked almost fulltime for the Society, pulling us together, insisting on quality, efficiency and punctuality in publications.

The recent appeal for officers had produced some welcome offers and help, but it remained that no one had come forward with the knowledge and skills to design and produce Bioscope and Mercia’s books. Without such a person, the Society could not continue; in addition, many of those responding to the notice of the motion had stressed the aging profile of our membership. It was with great sadness that she proposed the motion and invited comments from the floor.

Main points made by members in discussion were:

• A hope that we could have carried on, but felt after hearing the explanations, it looked pretty bleak and does seem inevitable;
• Totally agree that finding a replacement to undertake all these duties would be impossible.
• What was the position over archives and stock? Ian Houseman, Mervyn’s Executor, confirmed to the meeting that both stock and archives were securely held and that there was no immediate need to relocate them.
• Could we go on as a corporate entity, with a willingness to aid publishing by providing funds?
• A number of members had suggested a merger or handover of funds to the CTA, but  some members might not wish to join CTA, and therefore should be given the option. This point was agreed.
• It would be a shame to carry on if we couldn’t hold the quality of our publications.

A vote was taken as follows:

The motion was therefore carried.

Under the Constitution, an Extraordinary General Meeting must be called as the next stage in the winding up process.

This was set for Saturday 16 January at the Cottage Road Cinema, Headingley, Leeds, by kind invitation of the proprietor, Mercia member Charles Morris.

7. Election of Officers and Committee

In view of the vote detailed above, a Committee was appointed to oversee the winding up process.  The following were unanimously elected:

Chairman:                     Kate Taylor

Vice-Chairman:              Ian Meyrick

Treasurer:                      Ian Grey

Sales Officer:                Martin Hall

Committee members:    Johnny Cliff, Gerry Glover, Frank Manders, Paul Smith.

Edwyn Gilmour proposed and John Pilblade seconded the motion that The membership would wish to give the Committee authority to discuss future association with the Cinema Theatre Association with CTA representatives.

Carried unanimously.

8. Any other Business

There was no other business.

The meeting was followed by the opportunity for members to visit the projection facilities of the Odeon Putney.

Today’s EGM voted by a very large majority to wind up the Mercia Cinema Society, as proposed and accepted at the December AGM.

Kate Taylor paid tribute to all of the current and former members who had played an active role in the society over the last thirty years.  Particular thanks were given to former Membership Officer and Treasurer Charles Morris who had generously made the Cottage Road Cinema available to us for the meeting.

The Committee will now work towards an orderly winding up of the Society accounts and assets in line with the constitution.

No further Memberships will now be accepted and Members who pay by Standing Order are requested to cancel such arrangements in the interim period whilst the bank account is still active to avoid unnecessary administration.

The following letter is being posted to all Members:

MERCIA CINEMA SOCIETY

Registered Charity no 1001524

From the Hon President

19 Pinder’s Grove,

Wakefield WF1 4AH

01924-372748

kate@airtime.co.uk

21 December 2009

Dear Member,

Extraordinary General Meeting, Saturday 16 January 2010, at the Cottage Road Cinema, Headingley, Leeds, at 11.30am

At the Society’s Annual Meeting on Saturday 12 December 2009, a clear majority of those present voted in favour of the motion that the Society be wound up. The smaller majority of those voting by post also supported the motion.

In accordance with our Constitution, we shall now hold an Extraordinary General Meeting on 16 January 2010 when the motion to wind up the Society will be put forward for ratification.

This is, of course, a very sad step but it became clear in the weeks before the Annual Meeting that, without Mervyn Gould,  it was quite impossible to continue with a viable team who could undertake the Society’s work, and who could, in particular, handle the hugely demanding  task of creating the quarterly Bioscopes and designing our books. Without Mervyn, we should have ‘folded’ a long time ago; indeed there were serious moves to merge the Society with another organisation as long ago as 1992.

Ours is a minority interest. Despite advertising via a number of appropriate journals and our web site, and despite the excellent publicity we have had for our latest books, we have attracted very few new members in recent years and have never recruited many in the past. Rather a number of our members, getting in touch before the Annual Meeting, referred to being in their seventies or even, on one case, being 88. It seems to your officers very clear that the only sensible course of action is to close down.

At the Annual Meeting members authorised a slimmed-down committee to negotiate with the Cinema Theatre Association in particular in disposing of the Society’s assets.

If you are unable to attend the General Meeting, you may wish to indicate your response to the motion on the enclosed proxy form.  I expect to write to all members again once details of the anticipated winding up are settled.

Yours, with considerable regret,

Kate Taylor

Extract from the Society’s Constitution:

24 Dissolution of the Society: A resolution to dissolve the Society shall be presented at any general meeting and, if passed by a majority, it shall then be laid before an extraordinary general meeting convened one month later with a provision for those members who are unable to be present to submit their votes in writing. In the event of an extraordinary general meeting confirming the resolution by a two-thirds majority, the executive committee shall thereupon, or at any such future date as shall be specified in the aforesaid resolution, return any articles upon loan and after discharging fret the funds of the Society all liabilities divide the remaining assets among such charitable research organisations devoted to the history and the advancement of the cinema in the United Kingdom as the executive committee shall decide and when such assets have been divided as aforesaid the Society shall be deemed to have been dissolved.

You may like to know that the Cottage Road Cinema is the oldest cinema in Leeds and has been showing films continuously since 1912.  It is now part of the Northern Morris circuit. Its web site is www.nm-cinemas.co.uk/leeds.phtml

(The following mailing from our Chairman was included in the November Bioscope)

MERCIA CINEMA SOCIETY

Registered charity no 1001524

From the Chairman

19 Pinder’s Grove

Wakefield WF1 4AH

kate@airtime.co.uk

9 November 2009

Dear Member,

Mervyn Gould

It is with very great sadness that I have to report the death of our Administrator, Mervyn Gould, on 28 October.  The funeral is at Loughborough Crematorium on Friday 13 November at 3.30pm.

Overleaf you will find details of our Annual Meeting on 12 December. Mervyn’s death is a massive blow to the Society. He was wonderfully dedicated to it, giving a great part of his time and all his talents, in design and writing, as well as in ‘networking’, to its success.With the death of Mervyn, cinema and theatre history have lost a major player.

I do not myself believe that we can carry on without him although I know he would have wished us to do so.

I shall propose from the Chair at the Annual Meeting that the Society, which was founded in 1980,  be wound up in accordance with the details set out in our Constitution.  Members will, of course, have the opportunity to debate this motion fully.

Yours sincerely,

Kate Taylor

MERCIA CINEMA SOCIETY

Registered Charity no 1001524

Notice of Annual Meeting 2009

The Annual Meeting of the Society will be held on Saturday 12 December at the Odeon, Putney, at 11.15am (Committee meeting at 11.00am)

Agenda:  1) Apologies for absence

2) The Minutes of the Annual Meeting held on 13 December 2008

3) Matters arising from the Minutes

4) Reports from officers: Chairman’s review of the year,

Treasurer’s report

Membership officer’s report

Sales officer’s report

Editor’s report

5) Motion from the Chair that the Society be wound up in accordance with the

details set out in the Constitution

If the motion fails:

6) Election of officers for 2009-2010

The refreshment facilities in the Cinema Foyer will be available and we are promised an opportunity to see the projection facilities.

This is, obviously, a critical meeting and members are urged to attend or, if unable to do so, to send the completed proxy form to the Chair, Kate Taylor, 19 Pinder’s Grove, Wakefield.  WF1 4AH

The motion that the Society be wound up follows the death of the Administrator, Mervyn Gould, but is presented also in the light of the Society’s deteriorating financial position and the need for new officers at least in terms of a Chair, Vice-Chair, Secretary, and Membership Secretary,  We have 210 members and, although the committee meets only once a year, overall expenses, including the costs of room-hire and the production and mailing of the Bioscopes, outweigh subscription income.

But we must bear in mind that the Society is the principal publisher of research into the history of picture houses.

If you feel strongly that the Society must continue, it is important that you indicate what you can do yourself to sustain it. It would need, at the least, an able new Chair and Secretary, and someone with design and typesetting skills and the time to use them in a voluntary capacity for the benefit of the Society.

Kate Taylor