PRESENT

Mr. L. Bigley (Chairman); Miss S.M. Hardy (Vice-Chairman); Dr. E.W. Davies (Publicity Officer); Mrs. W. Bond; Mr. M.T. Daley, Mrs. E.E. Dart; Mr. E.T.E. Davies; Mrs. M.C. Edwards; Lady Evans-Bevan; Mrs. C. Fell; Mr. S Franklin; Mrs. E R French; Mrs. P. Howells; Miss L. Hutchins; Mr. IT. Kirk; Mrs. D. Jones; Mr. G. Jones; Mr. W.G. Jones; W. Lloyd; Mr. D. Morgan; Mr. J. Parry; Miss R. Philipson-Stow; Mrs. J. P. Price; Mr. J.A. Russell;, Miss J Sheil; Mr. JK. Spenser; Mr. P. Wilding-Davies and D. Ll. Williams.

IN ATTENDANCE

The Chief Officer/Secretary and Deputy Secretary.

APOLOGIES

Apologies for inability to attend the Meeting were received from: Mr. M.C. Johnston (President); Mrs. M.E. Mansfield (President-Elect); Mrs. K.A. James, Mr. AJ. Jones, Mrs. R. Mills, Mr. E.G. Prosser; and Mrs. D. Thomas.

OBITUARY

The Chairman informed members of the passing of Mrs. Pat Holmes, of the USA, a Life Member of the Society.
Members stood in silent tribute to her memory.

The Chief Officer/Secretary reported that she had received authorisation for two proxy votes: Mrs. D. Thomas requested Mrs. P. Howells to vote on her behalf. Mr. E. Prosser confirmed that

The Chairman of Council sought permission to deal with the Minutes of the Meeting held on 6th July, 2006 as this was not an Agenda item.

Mr. M.T. Daley moved that the Minutes of 6th July, 2006 be ratified prior to receiving the Minutes of the 7th August, 2006 and prior to receiving the Report of the Working Group.

Members agreed.

Minutes of the Meeting held on 6th July, 2006 having been circulated were duly confirmed and signed subject to the following corrections:

Page 9 Mrs. D. Leyson (Ref.Min. 6863(i))

Mr. K. Spenser wished to have the Minutes corrected to show that he also retired from the Meeting when requested to do so with Miss R. Philispon-Stow, P. Wilding-Davies and Deputy Secretary

(i) Governance Review Report - Presentation bv Ms P. Woods (Ref.Min. 6857)

Mr. E.T.E. wished it recorded that the accompanying paperwork, i.e. the Consultant's Review and the decisions arrived at by Council on 6th July, 2006 be taken as part of the Minutes.

The Deputy Secretary replied that the Minutes indicated that these would be attached and filed as part of the signed Minutes.

Minutes of the Meeting held on 7th August, 2006 having been circulated were duly confirmed and signed, subject to the following correction:

The venue be amended to show The Lion Hotel, Builth Wells.

(i) Circulation of Report (Ref.Min. 6880)

Mr. E.T.E. Davies wished it recorded that whilst the Minute was correct, he had not realised at the time that the Minutes of 6th July, 2006 were not forward for ratification and that the papers referred to were the Recommendations with regard to the Governance Review and the decisions arrived at by Council at their Meeting held on 6th July, 2006.

(ii) Terms of Election to Council (Ref.Min. 6881(iv(a))

Mr. M.T. Daley stated that there was no proposer or seconder recorded and he wished to have this information. He would also place before Council conflict of interest issues relating to the Minutes of 6th July and Governance Review presented to Council on the 6th July. The conflict of interest referred to those people who had voted for this procedure.

Mr. E.T.E. Davies queried what had been voted upon and what did the Chairman give his casting vote on.

Members considered the matter in some detail and Mr. M.T. Daley read out a statement to members present. He finished by stating that the procedure that followed as open to challenge.

The Chairman offered to resign forthwith and that juncture the Chairman left the room while further discussion took place. The Vice-Chairman took the Chair in the absence of Mr. Bigley.

Members discussed the matter further and a number of members also offered their resignations. Considerable discussion ensued with the Vice-Chairman reminding members that they should refrain from making personal remarks.

The Deputy Secretary stated that if she had made an error in the recording of the Minutes this could be dealt with by a proposal being made to that effect and a correction recorded. She also stated that at times it was very difficult to follow the meeting due to members talking across each other.

Mr. M.T. Daley stated that the solution would be to rescind the illegal ballot and revert back to the decision of 6th July, 2006.

The Chief Officer/Secretary stated that she had sought legal advice with regard to the changing of the Resolution and the ballot and the action taken had not been illegal. In fact, Council could change their minds up until the EGM Agenda went into print. The solicitor had also brought up the question of proxy voting being included in the Society's memorandum and Articles of Association.

Mr. E.T.E. Davies wished the following comments to be minuted. Ms. P. Woods put forward that it should have been six years on and six years off. Some things he agreed with, some he did not. Council decided not to accept the six years off and agreed to 6 years on and 3 years off. It will be said that Council only wanted 1 year off because they would then only be off for 1 year before coming forward for re-election. For the sake of credibility, forget personalities and rescind the Resolution of 7th August, 2006 and go back to 6 years on and 3 years off. Mr. Davies also wished it recorded that at the previous meeting he voted for 3 years off. Let everyone here today show what they voted for at the previous meeting and be willing to be named.

Further discussion took place and the Chairman was invited to re-join the Meeting.

Members also then referred to comments on the Internet and the question of Council members responding to the comments put forward.

Mr. E.T.E. Davies proposed that the Resolution relating to the ballot vote be rescinded and that Council refer back to the original agreement. The proposal was seconded by Mr. M.T. Daley and with 17 votes in favour (including 2 proxy), 10 votes against and 1 abstention

That the two Resolutions referring to the ballot vote on the top of page 3 of the Minutes be rescinded and that Council revert back to the original Resolution of having 6 years on Council with 3 years off before being eligible for re-election.

After the vote had taken place Miss J. Sheil proposed that member should be on Council for 4 years and off for 2 years. There was no seconder to the proposal.

(iii) EGM Agenda 2006 (Ref.Min. 6881(vii))

Miss L. Hutchins voiced concern with regard to the time allowed for the Forum prior to the EGM and felt that this was not sufficient.

On the proposal of Miss R. Philipson-Stow that the time scale approved at the Meeting held on 7th August, 2006 be amended. The proposal was seconded by Miss L. Huitchins and

That the Forum would take place from 10.30 a.m. to 12.30 a.m. with the EGM commencing at 1.30 p.m.

Before breaking for tea the Chairman apologised for anything that had been done at the last meeting and there must have been a mistake somewhere as there had been a proposer and seconder at the time. He was here to serve the Council but would resign if members so wished.

Members of Council agreed that the Chairman should not resign.

Mr. J. Parry stated that there was confusion at the last meeting and he felt sure that there was no implication involved.

At this juncture and after speaking to the Chairman of Council the Deputy Secretary retired from the Meeting due to ill-health. Mr. J.K. Spenser also tendered his apologies and left the meeting.

The Chairman submitted a report as printed.

(i) Council Elections Information Booklet

The working party had been asked to review the Job Description for Council members which would be sent out with the nomination papers and EGM notice. Council members had been supplied with an A5 information booklet which contained all the information. Council members agreed the A5 information booklet for inclusion.

(ii) Nomination Forms

The Chief Officer confirmed that the nomination forms required the signature of the nominee and that additional checks would be made to ensure that individuals nominated were willing to stand for election. On the proposal of Miss. R. Philipson-Stow and seconded by Mrs. J. Price

That any person wishing to stand or be re-elected to Council must be proposed and seconded by current paid up members.

(iii) Sub-Committees

The Chairman reported that the working party had been drafting a proposed committee structure and that it was still in the early stages. He gave a brief overview of the direction the working party was taking and stated that the working party would continue to update Council as it progressed.

(iv) EGM Notice

Council discussed the resolutions in depth. Queries were raised regarding special resolution 3 and regards to the hypothetical situation if a Council member retired or was dismissed in the middle of their term and it was felt that the resolution needed to be refined to ensure that under such circumstances an individual would be considered to have served a full term. The Chief Officer agreed to discuss this with the solicitor and if such an expansion of the resolution were possible then a postal ballot would be conducted of the Council to ratify it.

Discussion arose around the language not being gender neutral. The Chief Officer clarified that the resolutions had been worded to complement the style of the current Memorandum and Articles of Association. It was highlighted by Mr. P. Wilding-Davies that the word "Company" should therefore be replaced with "Society". On the proposal of Mr. M.T. Daley and seconded by Mr. J. Parry

That, subject to the above points, the EGM notice for the 14th October 2006, at the Food Hall, Royal Welsh Showground, Builth Wells at 1:30pm be agreed.

Further discussion ensued regarding the resolutions and whether they should voted on individually or taken as a package. On the proposal of Mr. J. Parry and seconded by Miss. R. Philipson-Stow and with 26 votes in favour and 1 abstention it was resolved that:

The special resolutions would be voted on separately.

(i) Hill Improvement Societies Meeting, February 7th 2006

The report was accepted and

That the recommendations in the report be accepted.

(ii) Council Minutes

Following a discussion and on the proposal of Mr. E.T.E Davies and seconded by Mr. S. Franklin it was unanimously resolved that:

An outline report in bullet point form would be posted on the Society's website within 10 working days of a Council meeting. A copy of the ratified minutes would be posted the next working day following the meeting at which they were ratified.

(iii) Judges Insurance

Mr. Franklin agreed to conduct further research into insurance for Society judges.

(iv) Dr. E.W. Davies queried whether during the AGM Council members should make it clear when they were giving their own personal opinion. He highlighted comments by Mrs. P. Howells in regards to breed type. Mrs. Howells responded and clarified that they had been her own opinion and she would be happy to clarify this at the next AGM if there was any confusion.

The Meeting closed at 4:10pm

This report is prepared solely for the purposes of the Council Meeting. It is private and confidential to members of the Council. It must not be reproduced or disclosed to any other individual except by express authority of the Council.

The remarks made by any specific members of Council as reported in these Minutes are their personal views and opinions and not the views and opinions of the Society unless ratified by the Society.