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

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