BMFA National Flying Centre

[MattyB]

Posted by leccyflyer on 17/05/2015 12:38:22:

Posted by Biggles' Elder Brother - Moderator on 15/05/2015 21:39:00:

Have the BMFA never heard of paragraphs? Or perhaps they think they cost money and they're saving up for something.

BEB

Edited By Biggles' Elder Brother - Moderator on 15/05/2015 21:39:25

^^^^This^^^^

Sorry folks, but if the BMFA cannot even present the discussion of this important topic in a manner that it is possible to read efficiently then those details are simply not going to be read.

Imprenetrable blocks of text, consisting of hundreds of words are not communicating effectively.

Sort it out BMFA.

It is the engine behind that comments page that is the problem - you can enter as many returns as you like, but when you click post they all get removed for some reason. It isn't just Manny's posts, everyone's are affected in the same way. Weird!

[Pete B]

Posted by Erfolg on 17/05/2015 14:02:56:

I hope to continue to restraining myself from using phrases such as, a group of old women, whingers and whiners as they would expose my lack of respects to others views. I do expect to be pulled up for my misogyny in my portrayal of older women, and rightly so. I do apologise.

Come on, Erf, play the game - you're meant to be pulled up before you apologise!

Pete

[Martin Harris - Moderator]

Posted by Biggles' Elder Brother - Moderator on 17/05/2015 13:34:14:

Posted by Erfolg on 17/05/2015 13:17:59:

Perhaps what has concerned me the most with respect to the whole process to date, is the apparent indifference of the views of ordinary members.

You will never understand this until you understand the basic power structure in play here! Many people express this view but it really shows they do not appreciate the situation:

1. BMFA is a company - not a club

2. We are customers buying a service - not members

3. BMFA do not require our agreement, nor are they under any requirement to listen to our views, or share with us any information.

Understand that and the whole thing is very simple.

BEB

Edited By Biggles' Elder Brother - Moderator on 17/05/2015 13:35:05

I'm still finding it hard to accept this picture. I believe that the BMFA is an operating company run on behalf of the SMAE, which is a company limited by guarantee (that's the Pound we are each liable for). You have compared the SMAE/BMFA to the RAC, which is owned by a large US based global asset management firm - who owns the SMAE?

I believe it can only be the members. These members elect the management committee representatives directly by ballot (when enough members are interested in or capable of standing) and also send representatives to vote on their behalf in the lower tier structure, which in turn sends elected representatives to the higher tier.

[Dave Hopkin]

If the BMFA is a Limited Liability Company, then whom are the shareholders?

The only experience I have of a company structure like this is a property management company where leaseholders of the property were shareholders - I had assumed that membership of the BMFA was the same

If not just whom are the shareholders?

[Erfolg]

I do think many of us have been waiting for a representative at the heart of the BMFA in a responsible position to explain who the shareholders are.

Should be easy, I would have thought?

[Dickw]

As pointed out earlier in this thread, the BMFA/SMAE is:-

"Private company limited by guarantee and not having a share capital"

That is stated on the front page of the "articles of association", which is the legal document explaining how it works and no mention of shareholders.

Dick

[Dave Hopkin]

Posted by Dickw on 17/05/2015 18:25:24:

As pointed out earlier in this thread, the BMFA/SMAE is:-

"Private company limited by guarantee and not having a share capital"

That is stated on the front page of the "articles of association", which is the legal document explaining how it works and no mention of shareholders.

Dick

Share capitalisation is a different beast from share holders - under UK Company law there has to be at least one shareholder

[John Lee]

Posted by Dave Hopkin on 17/05/2015 19:04:23:

Posted by Dickw on 17/05/2015 18:25:24:

As pointed out earlier in this thread, the BMFA/SMAE is:-

"Private company limited by guarantee and not having a share capital"

That is stated on the front page of the "articles of association", which is the legal document explaining how it works and no mention of shareholders.

Dick

Share capitalisation is a different beast from share holders - under UK Company law there has to be at least one shareholder

No there does not. A Company Limited by Guarantee does not need any shareholders, they have members who have a liability to the company if it becomes insolvent. In our case this is £1. The members control the company. In our case we control it through Clubs and Areas. The structure is explained on pages 5-10 and 80-81 of the BMFA Handbook 2010 printed edition.

Edited By John Lee on 17/05/2015 20:01:43

[leccyflyer]

Posted by MattyB on 17/05/2015 14:09:46:

It is the engine behind that comments page that is the problem - you can enter as many returns as you like, but when you click post they all get removed for some reason. It isn't just Manny's posts, everyone's are affected in the same way. Weird!

That is exactly the point that I was making.

[Erfolg]

It seems that either know one nows who actually owns the BMFA or an elaborate smoke screen exists.

I can potentially understand why the BMFA is not a mutual, in that I understand that such an organisation cannot borrow money, rather being a self financing society, if I understand their arrangements.

Yet it seems that legally a company is owned by somebody, is it the members, or perhaps the directors, or perhaps some one else.

What is the relationship of the Royal Aero Club and the SMAE and the BNFA, does it matter?

There seems an incredible number of questions, which seem more convoluted and obscure than some offshore businesses, avoiding scrutiny, or is it just an accident?

Then there is the big question how will the purchase of the farm be financed?

[Dave Hopkin]

Posted by John Lee on 17/05/2015 19:50:59:

Posted by Dave Hopkin on 17/05/2015 19:04:23:

Posted by Dickw on 17/05/2015 18:25:24:

As pointed out earlier in this thread, the BMFA/SMAE is:-

"Private company limited by guarantee and not having a share capital"

That is stated on the front page of the "articles of association", which is the legal document explaining how it works and no mention of shareholders.

Dick

Share capitalisation is a different beast from share holders - under UK Company law there has to be at least one shareholder

No there does not. A Company Limited by Guarantee does not need any shareholders, they have members who have a liability to the company if it becomes insolvent. In our case this is £1. The members control the company. In our case we control it through Clubs and Areas. The structure is explained on pages 5-10 of the BMFA Handbook.

If its a company limited by guarantee then the members (ie ALL BMFA members) are the "electorate" and entitled to attend and vote in the AGM - However I note from the BMFA web site that the SMAE acts as a holding company - How that would affect things I am not sure

[John Lee]

If its a company limited by guarantee then the members (ie ALL BMFA members) are the "electorate" and entitled to attend and vote in the AGM - However I note from the BMFA web site that the SMAE acts as a holding company - How that would affect things I am not sure

No we cannot vote as individuals at the AGM, only through an affiliated club - I refer again to the BMFA Handbook, page 9 'Voting'. BMFA & SMAE Ltd are one & the same - see Handbook Page 5 'The SMAE & BMFA'.

Edited By John Lee on 17/05/2015 20:07:33

[Essjay]

It has been said that we are customers and not members of the BMFA. Then why do I have a Membership card and not a Customer card ?.

[Biggles' Elder Brother - Moderator]

If the. so called, members where indeed shareholders then you would correct I think Dave - but they are not so they don't.

OK, let me try and explain my point another way. I don't know but I suspect that when the BMFA was originally set up it was created as a company for all sorts of possibly good reasons: limited liability, ability to enter into loans, tax efficiency, who knows what else. And in those early days it may well have been the intention that the company would follow a direction set by the people who use its services - i.e. us. There may have even been a deliberate blurring of the identity to create a company (with the associated advantages) that was in fact run like a club. So far, so good.

But the facts are that the willingness to "run like a club" is in no way protected - it is a good intention that's all. The harsh legal reality is that BMFA is a company with a board of directors and all true executive power resides with those directors - no one else. Hence my point that legally I do not believe this board has any requirement to take our views into account - the decision is its and its alone. Similarly it has no requirement to share any information with us. The board could take this decision in the face of 100% opposition from us and it would be acting perfectly legally I believe. This is a consequence of BMFA being a company.

Was it the intention of the "founders" that the board's power should be used this way? I don't know, but I suspect not.

My real point is to say this to all of you who seem to be outraged that you have not been consulted more, or feel you have a right to see the feasibility report and some sort of individual vote in support or otherwise,....you have no such rights! That is the point. Complaining here about not being enpowered with respect to this decision is pointless - nothing they are doing is against the law as far as the constitution of this company is concerned.

We may choose to feel that the current board are unreasonably exploiting the power they have, we may believe that while what they are doing is legal it is not moral, we may feel you have been duped. I couldn't comment on that. But what you can't feel is that you have been denied your rights, because legally you haven't. They hold the power, all of it, not us. And all that is left to us, as JS so accurately stated, is the power of £32 per year.

BEB

[Biggles' Elder Brother - Moderator]

Posted by Essjay on 17/05/2015 20:29:08:

It has been said that we are customers and not members of the BMFA. Then why do I have a Membership card and not a Customer card ?.

Read my original post Essjay. For the same reason as the RAC give you membership card - but you don't have the right to run that either!

It is all part of the deliberate blurring of the boundary, creating a company that feels like a club. But that feel is only skin deep when it comes to big decisions - then the board is going to flex its muscles. You can print what you want on a card - it doesn't make it true. You can call your customers "members" - it doesn't make them members. You can be a member of a club, buy how can you be a member of a company?

BEB

[Dickw]

You could replace the directors by voting against them in an election. That is the ultimate sanction against the directors, There is an election every year - provided someone puts themselves forward.

You could even stand for election yourself if you feel that strongly about it.

Dick

[Biggles' Elder Brother - Moderator]

True Dick - that is the other power we have. But can you see the entire board being replaced? And if it was, the damage would be done, the contract is signed.

BEB

[John Lee]

You can be a member of a club, buy how can you be a member of a company?

BEB

Under Section 22 (2) of the Companies Act (That was the 1985 Companies Act, the reference may have changed under subsequent Acts, I've not kept up to date with the legislation in recent years) which states:

"Every person who agrees to become a member of a company, and whose name is entered in its register of members, is a member of the company"

Edited By John Lee on 17/05/2015 21:22:35

[Biggles' Elder Brother - Moderator]

Somehow I just don't think that applies here John! But your welcome to dream of the power you don't have!

BEB

[John Lee]

It does applies here BEB but the power goes through the Clubs & regions. As I stated earlier: "The members control the company. In our case we control it through Clubs and Areas. The structure is explained on pages 5-10 and 80-81 of the BMFA Handbook 2010 printed edition."

[john stones 1 - Moderator]

Bit of a risk joining in on this can the clubs through their areas exert any influence /control on decisions taken through the year ? or just at election time ? I am unsure of the make up of Full Council, so could/do the Areas have enough votes to prevent something they disagree with. I have made no assumptions how they voted because I don't know.

John

[Martin Harris - Moderator]

As I understand it, any affiliated club can send a representative to its area council where that representative can vote - in proportion to their club's membership total. The area council nominates a delegate who becomes a director of the SMAE and represents the view of their area at the national council meetings. Other directors are (I believe largely thanks to the efforts of Peter Christy) elected by the membership on a one man one vote basis.

My club is well represented at area level but I would suggest that anyone with the interests of the BMFA and its member clubs at heart whose club is not represented puts themselves or another interested member forward to represent their club.

As you can see, the structure is geared towards clubs - the grey area is representation for country members - they may feel that they should have better representation.

As a final point, there is a very clear statement on the BMFA website which includes the words: "The Council of Management consists of 32 elected members and is responsible to the membership." which seems to suggest to me that they do have a responsibility to work with and for the membership.

[john stones 1 - Moderator]

The structure is geared towards clubs.... This is what my question meant to ask Martin, I didn't word it correctly.

John

[Martin Harris - Moderator]

Posted by john stones 1 on 17/05/2015 21:56:27:

I am unsure of the make up of Full Council, so could/do the Areas have enough votes to prevent something they disagree with. I have made no assumptions how they voted because I don't know.

John

There seems to be an even split according to the BMFA website (14 area representatives, 14 elected/technical committee) ... but there are 2 "others" who are already counted in the area representatives...???

[john stones 1 - Moderator]

I spotted the 2 myself Martin, Pete Disney, Martin Dilley.

John