Annual General Meetings

The Annual General Meetings of Pars United CIC and DAFC Ltd were recently held at East End Park.

The Annual General Meetings of Pars United CIC and DAFC Ltd were recently held at East End Park.

Pars United CIC ("PU")

The 2014 (and first ever) AGM of PU was held at 7.30 p.m. on Tuesday 6 May.Although only the company's shareholders had the right to vote, the rights to attend and speak at the meeting were extended to all members of The Pars Supporters' Trust and all members of the three supporters' clubs which hold shares.

The meeting started with Ross McArthur giving a brief report of the company's activities over the period to date.A great deal has been achieved: most obviously, the 94% stake in the football club was acquired on 15 October 2013 and the club came out of administration on 13 December 2013.The Supporters' Council and the Patrons' Council have both been established; the Fans' Forum has led to a number of very good ideas being brought forward; new systems and controls have been introduced at the club; a programme of formal staff training is under way; and, the Stadium Management Group has already conducted a review of the stadium and reported on the work that needs to be done.

Ross was keen to make it clear, however, that a great deal still remains to be done.One priority, particularly with the close season looming, is to get the Volunteer Group up and running.It will take a lot to co-ordinate the needs for labour and expertise and for materials and care needs to be taken to ensure that proper attention is paid to the health and safety requirements of having volunteers working in the stadium.The company's community programme also needs to be properly rolled out.

On the financial side, Ross informed the meeting that further shares had been subscribed by various people since the company acquired the football club and he made a particular mention of the efforts of Marvyn Stewart and her supporters' shop.The "one-off" of a valuable Scottish Cup draw which took the club to Ibrox was very welcome, but by far the biggest success story was the launch of The Centenary Club Lifeline.It now contributes an incredible £15,000 per month to the club, which is a vitally important foundation on which to rebuild DAFC.

Following Ross' presentation, the meeting moved on to cover the formal business, the most significant parts of which were the appointments of directors.On its formation, the company had nine directors, reflecting the desire to bring all supporters and followers of DAFC together in the bid to make sure that the football club came out of administration.The company's articles of association provided that, at the first AGM, the number of directors was to be reduced to no more than six.

PU's articles of association contain provisions designed to ensure that shareholders are properly represented at board level.The articles are based on the Model Articles for a Community Interest Company ("CIC") and have been approved by the Regulator of CICs.PU has two classes of share in issue.The A Shares are held by The Pars Supporters' Trust.All other shareholders hold B Shares.

The A Shareholder (The Pars Supporters' Trust) has the right to appoint two directors to the PU board.The B Shareholders also have the right to appoint two directors to the PU board.Finally, the A Shareholders and the B Shareholders, together, have the right to appoint the remaining two directors to the PU board.

The meeting was informed that The Pars Supporters' Trust's nominees were Margaret Ross and Drew Main and that the B Shareholders' nominees were Kip McBay and Ian Hunter.

The shareholders were then asked to vote on the re-appointments to the board of Bob Garmory and Ross McArthur.Both were unanimously re-appointed.

The three directors who had agreed to stand down (Pete Campbell, Jim Leishman and Craig McWhirter) were thanked for their work on behalf of the company and the meeting was reminded that each would continue to work hard furthering the interests of DAFC.Pete chairs the Centenary Club Lifeline; Jim and Craig are directors of DAFC; and, Craig is a director of Black & White (Dunfermline) Ltd.

Ian Hunter then presented briefly on the business and financial results of DAFC for the year ended 31 May 2013.The single most important event during that period had obviously been the appointment of the joint administrators on 11 April 2013.The statutory accounts for the year reflected the facts that the administrators had, almost immediately on their appointment, made a number of playing and administrative staff redundant thereby reducing payroll costs and the supporters began making significant cash contributions to the club thereby increasing the income.

Before the open Q&A session, David McMorrine, the General Manager at DAFC gave a brief report on football matters.He confirmed that, regardless of the division in which the club finds itself next season, full-time football will continue although the shape and the number of the squad would differ. He also confirmed that the club is looking at the costs and benefits of installing an artificial surface at East End Park.This is still at the exploratory stage and the club is still far from being in a position to make any decision on this.Finally, David touched on the proposed move to a Regional Football Academy which would include all four senior Fife clubs.

Following the completion of the formal business and reports, those attending were invited to raise any questions they might have for the board.During the course of that very open session, the meeting heard, amongst other things, that:

?All "football debts" outstanding at the date when DAFC went into administration had now been settled;

?The board of DAFC currently has two distinct budgets in place, reflecting the uncertainty of which the division in which the club would be playing next season;

?The volunteer programme will start to be put into action over the coming few days and weeks;

?The nature and costs of the hospitality offering continue to be reviewed.

Dunfermline Athletic Football Club Ltd ("DAFC")

The DAFC AGM was held at 7.00 p.m. on Monday 12 May at East End Park.The meeting was chaired by Bob Garmory, who opened by saying that the Board wanted the meeting to be as open and transparent as possible and that questions from shareholders were encouraged.

As well as Bob, Margaret Ross, Ian Hunter, Kip McBay and Ross McArthur were present from the Board.Jim Leishman and Craig McWhirter sent apologies for not being able to attend.David McMorrine (General Manager) was also part of the top table.

Before the formal business of the meeting, Ian Hunter repeated the brief presentation on the Company's business and accounts which had been given at the PU CIC AGM.

Moving on to the formal business, Bob told the shareholders that, the previous week, the first AGM of Pars United CIC had been held and the composition of its six-person board was ratified by the shareholders.

He said that one of the first tasks of the new PU CIC Board was formally to appoint the Board of DAFC.Before that AGM, the existing members of the Pars United Board consulted quite widely on the future structure of the Board of DAFC.They received some strong representations regarding the benefits of maintaining continuity at DAFC Board level.The Interim Board had put in place arrangements whereby each DAFC Board member was allocated a specific area of responsibility as well as having a collective involvement in major decisions.

All the members of the Interim Board of DAFC had expressed a willingness to continue in office for a further period. Accordingly, the directors of Pars United re-appointed five of the existing directors of DAFC (Ian Hunter, Craig McWhirter, Jim Leishman, Kip McBay and Bob). It had also appointed Mr Ross McArthur as an additional director of DAFC. However, subsequent to the meeting Craig McWhirter has asked to resign from the Board of DAFC due to business reasons, although the Board are delighted that Craig will continue to represent our Club in terms of delivering the new Fife Regional Youth Academy.

Bob went on to explain that the DAFC Articles gave The Pars Supporters' Trust the right to appoint a director and that Margaret Ross had been nominated as The PST's representative on the Board.Thus, the Board was now made up of seven people and the term "Interim" would be dropped in future.

On completion of the formal business, the meeting was opened to questions from shareholders.The topics covered included:

?A description of the role of the General Manager;

?An update on the state of affairs regarding Pitreavie;

?A summary of the key community issues which are to be addressed in the short term.