The Press Club, Mumbai SGM-2

Exactly after one month

Unofficial draft minutes of the SGM of The Press Club, Mumbai, held at its Conference room on July 27, 2007

At the stroke of 1.30 pm – the scheduled time for the start of the Special General Body Meeting (SGM) on July 27, 2007 – President Pradeep Vijayakar stood up and adjourned the meeting for half an hour on the ground that there was no quorum.

During the intervening period, senior member M J Pandey wanted to know from the chair under what rule the latter had adjourned the SGM for half an hour. Pandey went on to add that while there was a provision under the Club’s constitution to adjourn a requisitioned SGM, there was no provision under the constitution to an SGM called by the Managing Committee (MC).

Mr Vijayakar contended that even though he was not obliged to answer the query raised by Mr Pandey given that he had already adjourned the SGM and the meeting was on at that moment. The President, however, pointed out that he had adjourned the SGM under Article 33 of the Club’s constitution.

However, Mr Pandey contested the chair’s explanation saying that Article related to adjournment with regard to the SGMs called on requisition and it did not deal with SGMs called by the MC. The President, however, sought to clarify the query raised by Mr Pandey by saying that the said Article had also not barred the chair from adjourning the meeting for lack of quorum.

Member C P Jha wondered as to how the chair had adjourned the SGM suo moto, when the accepted practice in any democratic house is that it is prerogative of the floor (ordinary members) to point out lack of quoram to the chair, if there was, and presidium was not supposed to take cognizance of lack of quorum on it’s own. Mr Jha, however, said he shall abide by ruling of the President on the issue.

Mr Jha subsequently requested the chair that he be allowed to read out his letter dated July 23, 2007, duly submitted to the President, challenging constitutional validity of convening of the SGM on the very same day of the AGM, and the SGM agenda.

Referring to a few of the objections raised by Mr Jha, the President ruled that there was nothing wrong in holding the SGM and the AGM on the same day and the Press Club had a precedent way back in 1997, when both SGM and AGM were held on the same day.

Mr Jha sought the Chair’s permission to read out his letter dated July 23,2007 for the benefit of all other members and said there were several other constitutional improprieties in the notice issued to hold the SGM. After being allowed to do so by the Chair, Mr Jha said the notice calling for the SGM was not valid as it had been signed by Mr Gurbir Singh in the capacity of Hon. Secretary – a post that is not provided for in the Constitution of the Club. The prefix `honorary' was deleted from the post of secretary in the new constitution of the Club, which came into effect from June 30, 2006. The rationale behind the deletion of the prefix `honorary' was that all the posts in the managing committee of the club were honorary and there was no specific need to add this prefix to only the post of the Secretary.

Pointing out serious legal flaws in the said notice he said it states that "….the Managing Committee of the Club, in exercise of its powers under Article 31 of the Club's Bye-Laws and Rules and Regulations, has decided to call a Special General Meeting of ordinary members on Friday, July 27, 2007 at 1.30 PM at the Press Club Conference Hall to consider the following agenda".

He said there is nothing like "Special General Meeting of ordinary members" and it should be referred to as "a Special Body Meeting of the Club".

He also wanted to know the urgency behind convening an SGM on a day where there is already an AGM and why the MC kept aside mere one hour for the SGM , that in effect was reduced to just half an hour following the adjournment, to discuss issues, which are of paramount importance and that have a bearing on the long-term interests of the Club.

Pointing out that the first item on the July 27, 2007 SGM agenda was "to consider and pass the Minutes of the Special General Meeting held on June 30, 2006", Mr Jha said it was decided in the June 30, 2006 SGM that the Constitution adopted at that meeting would be implemented "with immediate effect and that the minutes of the SGM would only be read and taken as passed at the following SGM”.

"Now, I would like to know as to why the MC is seeking 'consideration and passing' of the June 30, 2007 minutes and that too after a gap of more than one year when the elections have already taken place under the new constitution,” Mr Jha said and asked, " are we going to undo the election held under the new constitution if we take the position that minutes of the constitution making exercise are yet to be confirmed .

He also asked a ruling on whether any one had a right to confirm the minutes of the last SGM in which he or she was not present. There were very few members present in the SGM of June 30,2006 when the current constitution was adopted after voting by hands.

He also said that as per the norm, the SGM was held to consider one specific subject. But the purpose of the SGM of July 27,2007 not only violated this norm but was ridiculous and the MC deserved to be censured, since apart from the issue of minutes of deliberations of adoption of the new constitution in the SGM of June 2006, the agenda of the proposed SGM also included several items to bring out amendment in the same constitution.

How can we 'pass' the current constitution and change it too in one go?, Mr Jha asked, adding that the constitutional impropriety in calling this SGM might land us in trouble in any court of law. He said even as he had no intention to move to the court on this count, collective wisdom of the members should be utilized to initiate remedial measures.

After being asked by the President to reply to Mr Jha's objections, the Secretary claimed in the last SGM, that adopted the new constitution, no resolution was passed to delete the prefix `Honorary’ from the post of the Secretary. He did not reply at all to any of the other points raised by Mr Jha.

At a later stage, former chairman and member-secretary of the Constitutional Review Committee Mr T N Raghunatha explained that the prefix “Honorary” came to be deleted as part of the exercise to amend the Article 13(a),(b) and (c), after an elaborate discussion at the SGM held on June 30,2006. Apart from deleting prefix “honorary” to the post of Secretary, the amendments thus made to Article 13 brought about radical changes about the election process, tenure of the elected office bearers and members and imposed a restriction that the President and five other office bearers were not entitled to hold the same post for two consecutive terms. The 2006 elections were held as per the amended constitution of the Club.

Several senior members, including Mr G Vishwanath , Mr Pandey, Mr Raghunatha, Mr Ramaswamy Ommen Ninan and Sai Prasan, strongly contested the MC’s move to hold both SGM and AGM on the same day.

Taking serious exception to the chair’s contention that there was nothing wrong in holding both the meetings on the day and his citing a 1997 precedent when the club had held both SGM and AGM on the day, Mr Vishwanath said that just because there was a precedent in the Club, it did not mean that the club could commit a mistake once again. The club in the first place should not have held SGM and AGM on the same day in the past, as it amounted to impropriety.

Mr Vishwanath recalled that the Board of Control for Cricket in India (BCCI) was faced with a similar situation some years ago. On its part, BCCI went by the book and chose not hold AGM and SGM on the same day. Considering that it was governed by the Societies Registration Act 1860, the Club could not do anything that violated the rules stipulated there in.

Members, including Pandey and Ramaswamy, also objected to the MC scheduling AGM – besides clubbing it with SGM – on a Friday instead of a Saturday during a non-election year. Work-wise, Saturday would have been a lean day, they said. Some members also alluded to the market crash on that day and said that the MC should have been prudent enough to bear in mind the interests of the professional journalists.

Alluding to the fact that SGM had been called to pass amendments and a resolution facilitating the MC to obtain a bank loan to the tune of Rs 50 lakh for club redevelopment purpose, Mr Ninan said that the FD's were the only cash reserves left with the club and mortgaging them to obtain loan would land the club in major problems in the years to come. Even as Mr Ninan was elaborating on his views, the President – apparently prompted by the Secretary seated next to him -- objected to certain made by the former and warned that the chair might debar him from taking part in the deliberations, if the former persisted in a similar manner. Mr Ninan, however, struck to his points and said the current elected body was not running the club democratically and it was making all-out efforts to choke the dissenting voices.

Mr Prasan wanted to know as to why the draft minutes of the last SGM were not circulated among the members within 90 days as per the norm, and why the members were not taken into confidence before the club building was demolished for undertaking the re-development work.

Suggesting an amendment in the draft minutes of the SGM held on June 30,2006, Mr Raghunatha called for incorporation of a major change made in the Article 13 of the Constitution that prohibited the President and five other office bearers from holding the same post for two consecutive terms, in the said minutes.

Meanwhile, at around 2.30 pm, the scheduled time for the start of the AGM that was to follow the SGM, the President announced that the AGM 'stands' adjourned and it shall now commence after half an hour of completion of the 'ongoing' SGM. Many members wondered as to how the President could “adjourn” the AGM when it had not even begun yet and that too in the midst of `ongoing’ SGM.

The chair’s sudden announcement to “adjourn” the AGM caused considerable confusion among the members present. Several members simultaneously sought clarifications from the chair in this regard. In the din that followed, not much was heard. However, on his part, the President made no effort – even after the din subsided – to clarify as to how he could “adjourn” an AGM when it was not in session and that too in midst of an ongoing SGM. This was despite serious objections taken by members to the chair “adjourning” AGM.

Subsequently, Mr Pandey wanted to know under what statue that the Press Club, Mumbai, had been registered – whether the Societies Registration Act or the Public Trusts Act, whether the amendments adopted in the Club’s constitution on June 30,2006 had been formally brought to the notice of the authorities concerned and whether the Secretary would take upon himself to say that legal provisions had been followed while convening both SGM and AGM on the same day.

The Secretary said that the Club had been registered under the Societies Registration Act and effort made in 1990s to register under the Public Trusts Act did not fructify and that he said that the club had not committed anything wrong by convening both SGM and AGM on the same day.

The Secretary was, however, evasive on whether the Club had formally brought to the notice of the authorities concerned the amendments carried out in the Club’s constitution on June 30,2006 and obtained a certified copy of the amended constitution.

Refusing to read out the draft minutes of the last SGM, the Secretary said that they be treated as read. While he agreed to carry out the amendments suggested by the members, the Secretary put to vote the said draft minutes and it was taken as passed by voice vote.

With the first item on the SGM i.e., passing the minutes of the SGM held on June 30,2006 over, the SGM moved to the next item on the agenda. Instead of sticking to the issues listed under item two of the SGM agenda, the Secretary chose to hit out at some forces “who were out to create road blocks for the club undertaking the club re-development work”. Without naming the forces/people behind the said blocking exercise, the Secretary charged that some people had written letters to the bankers requesting them against granting loans to the club. He went on to add:

"They even bribed a clerk of Mumbai Collector office to obtain a stop-work order , We had to run from pillar to post to obtain NOC's and counter as many as three RTI case", the Secretary claimed and expressed confidence that that re-developed club would be thrown open to members by Diwali this year.

Seeking to justify the need to bring about amendments in the Constitution and a sanction to pledge the Club’s Fixed Deposits (FDs) worth Rs 21.09 lakh, the Secretary said that the MC was seeking just a ' line of Credit ' to the tune of Rs 50 lakh from the bank against the FDs. He went on to explain that the club had already made provision for the expenditure that goes into the civil work involved in the redevelopment of the club and the money that was being borrowed was for interior works.

On a specific query from Mr Vishwanath and other members, the Treasurer clarified that so far no sponsorship had been received to fund the reconstruction works.

Meanwhile, veteran member and the club’s immediate past President Madhu Sathye intervened. Mr Shetye delivered a long speech, in which he resorted to emotional outburst by saying that he was recouping from s second surgery and he requested the members to support the amendments/resolution brought forth by the club’s MC so that the club was constructed in his life-time.

Senior member Suresh Nandi, who had earlier requested Mr Sathye to be precise and restrict himself to issues on the agenda, sought to know from the MC as to why 'financial closure' was not accomplished – which is a must as per established norms of any project and in the current case-- before demolishing major portion of the club building for its reconstruction. He said the Secretary Gurbir Singh being a knowledgeable business journalist should have kept this mind, while going in for reconstruction work of the club without readying the funds required for the project. He said that seeking sanction for raising funds through a bank loan at this late stage –when options are minimal – was avoidable.

Some other senior members, including Indra Kumar Jain, who is nominee of the Bombay Union Journalists (BUJ) in the MC of the Club, spoke against the haste with which the MC had chosen to demolish a major portion of the Club without being ready with necessary funds to undertake re-construction work. He, however, opined that some way had to be found to bail the club out of the mess it had landed itself in.

Mr Pandey wanted to know from the Secretary about the written agreement between the BUJ and the Club over sharing the Government leased land on which the Club stands. The Secretary affirmed that there was indeed such an agreement and the Club shall abide by it.

Mr Pandey then asked the Secretary the reason behind taking a loan at a much higher interest than the one being accrued on the FDs of the Club. He also wanted to know whether the issue had indeed been discussed by the MC, and if not, shall the Secretary put it in the minutes of the SGM being recorded by the treasurer that as the Secretary of the MC he had satisfied himself to agree to the suggestion given by the Chartered Accountant that the Club should take loan/ line of credit from the bank by amending relevant portion in the Constitution.

Amid big applause in the house, Mr. Pandey said this showed that the MC was 'inept' to tackle the situation and suggested that before deciding to take loan the club should exhaust all its options, including, judicious use of it's FDs in batches of Rs 5 lakh each. He sought to bring an amendment to the proposed amendments/resolution to the effect that the Club would first make use of the funds available to it by way of FDs, before going for a loan to be procured at a higher rate of interest.

Earlier, when the Secretary was seen raising 'point of order' during Mr Pandey's contention, Mr Jha asked a ruling from the Chair as to how the Secretary could raise or be allowed to raise a Point of Order. Mr President chose not to give any ruling on that and instead asked Mr Pandey not to 'pass strictures' against the MC by calling it inept. Mr Pandey, however, said it was his opinion and not a stricture.

After the Secretary said the MC would consider Mr. Pandey's suggestion, the President, did not allow Mr Pandey to press for his amendment. The President ruled that he had only one option and that was to put to vote the constitutional amendment and resolutions included in the agenda of the SGM.

At this stage, Mr Jha pressed for division of votes and sought a ruling from the Chair as to how would put the amendments to vote and how the votes are to be counted.

In his intervention, the Secretary remarked to Mr Jha: "You are threatening the President ". Mr Jha simply asked the President , " Mr President , am I threatening you". The President replied: "No". In his clarification, the Secretary remarked:" I meant you were approaching the President threateningly".

The President, meanwhile, asked the Secretary to out the constitution amendments to vote and directed the members to raise their hands in support of it. Then he asked those members to raise their hands who were against it.

However, even before votes against the motion could be counted, the treasurer shouted that the motion stood passed The Club manager, however , counted the hands both for and against the motion and apparently told the outcome only to the President. Even as it was claimed by the treasurer that 46 members had supported the motion and only 19 were against it, the President did not clarify the outcome.

Similarly, in voting for the resolutions contained in the agenda of the SGM, the President asked the members opposed to it to remain in the left side and those supporting it to go to right side facing the dais.

Mr Madhu Sethye , who was sitting on the first row of chairs on the left side along with Mr Jha and Mr Prasan , was seen being taken to the right side by Secretary Gurbir Singh.

At a suggestion by some members, the President asked the associate members present in the room not to vote. At least one associate member present in the House complied with the request.

However, no effort was taken to stop some 'non-bona fide' members to take part in the voting. Among those who belonged to this category was Mr. Gautam Chakraborty of the Adfactors PR who has ceased to be a journalist since May 2006.

The outcome of the voting this time was stated by the treasurer to be 50 for and 21 or 22 against the resolutions. As all of us know that under Article 40 of the Club’s constitution, any constitutional amendment can be adopted only with support of two-third majority of the members present.

On his part, the President chose not to clarify officially whether the motion amending constitutional amendments were adopted or not.

(In a lacuna of sorts, Mr Jaishankara of PTI was seen to be signing on the SGM attendance register at the Club main gate, after the actual completion of the meeting. He had signed at serial number 78. When Mr Jha asked him how could he vote without signing the quorum register, he casually said: "I could not sign earlier as the register had been taken inside")

Select list of Indian Press Clubs

NEW DELHI:
Press Club Of India1,Raisina Road,New Delhi-110001.

MUMBAI:
The Press Club, Mumbai
Glass House,Azad Maidan,Mahapalika Marg,
Mumbai-400 001.


KOLKATA:
Press Club, Kolkata
Maidan Tent,Kolkata- 700 069


CHENNAI:
Chennai Press Club,Behind State Guest House,Government
Estate,Chennai- 600 002.


CHANDIGARH:
Chandigarh Press Club,Sector- 27 B,Chandigarh.

JAMMU:
Press Club Of Jammu,Exhibition Ground,
Jammu- 180 001.


SHIMLA:
Press Club, Shimla,Willy Park, Chaura Maidan,
Shimla- 171 004.


JAIPUR:
Pink City Press Club,54, Narain Singh Circle,Jaipur.


LUCKNOW:
U.P.Press Club,China Bazar Gate,Lucknow- 226 001


AGRA:
Taj Press Club,Ghatiya Azam Khan,Agra-282 003

DEHRADUN:
Uttaranchal Press Club,Parade Ground,Dehradun.


BHOPAL:
Lake City Press Club,74/1, Shakti Nagar,Bhopal.[M.P.]


INDORE:
Indore Press Club,M.T.H. Compound,Mahatma Gandhi
Road,Indore.


HYDERABAD:
Press Club, Hyderabad
6-3-645, Somajiguda,Hyderabad- 500 082.


GUWAHATI:
Guwahati Press Club,Amar Asom,
Ambari, Guwahati-781001, Assam, India.
e-mail: gpc@journalist.com
www.guwahatipressclub.com

AGARTALA:
The Agartala Press Club,Sachin Debbarman Sarani,
Agartala- 799 001.[ West Tripura ]

AJMER:
Ajay Meru Press Club,Gandhi Bhawan, Madar,AJMER.


UDAIPUR:
Lake City Press ClubAzad Marg, Aayed,Udaipur.


KOTA:
Press Club, Kota,Canal Road, Gumanpura,Kota.

Ronen Sen should withdraw remarks against journalists

Media News

New Delhi, Aug 23
The Delhi Union of Journalists on Friday asked the Indian Ambassador in the US Ronen Sen to withdraw his statement attacking journalists as 'running headless chickens'.

''Please don't make our journalists scapegoats to bail you out of your statement attacking politicians, which itself was smacking of intolerance,''DUJ president S K Pande said in a strongly worded statement.

''We demand an unconditional apology, failing which we will have to approach all our other media bodies, which we wish to avoid. If we have to do so, we will hold you solely responsible, the DUJ said.

Court notices for 'Delhi ' Press Club President, Secretary General

New Delhi, Aug 20
The Delhi High Court has issued notices to the President and Secretary General of Press Club of India (PCI) on
a petition filed by club's former president A R Wig, challenging termination of his membership.

Justice S N Aggarwal last week issued notices to PCI President Rahul Jalali and PCI Secretary General Pushpendra Kulshreshta to file their replies by November 6.
Lawyer Surya Kant Singla, appearing for the press club argued that Mr Wig's petition was not maintainable in the High Court and that he should have approached the Company Affairs Cell for this matter. However, the court took cognisance of the complaint and issued notices to the respondents.
According to Mr Wig, he has been an eminent journalist, a senior member of the club for the past four decades and has also been elected the PCI president thrice. During his tenure as the club's president in 2005-2006, certain renovations were carried out there. The Managing Committee had assigned the job to one Mr S N
Ghosh. As the job was not found satisfactory, the committee later had asked the bank to stop the payment to the contractor.
Thereafter, the club went in for fresh elections and since Mr Wig was not elected, the contractor initiated proceedings under section 138 of the Negotiable Instruments Act against him in the capacity of
former president.
The present Managing Committee had constituted a five-member committee to probe the alleged overcharging for the renovation which held Mr Wig responsible for paying the cheque and hence his membership was terminated.
Mr Wig has challenged his termination as ''illegal and arbitrary with no valid reason''. The former president has put the articles and memorandum of the club on record stating that unless a court of inquiry found him
guilty, his membership could not be revoked.

And what about future of watering hole at the Glass House

From Archives

The Hindu Business Line

Wednesday, June 2, 2004

Financial Daily from THE HINDU group of publications
Wednesday, Jun 02, 2004

Watering hole with a history

P. Devarajan

By some healthy convention, drinks at the Club are the cheapest in Mumbai and the bills can wait to be paid some other day, as newsmen cannot afford to be prompt about payment.

LATE evenings, scribes from the media stroll into the Press Club, Mumbai, steady as an uncorked bottle of Old Monk rum. In the night, as they stumble out of the premises, they are about as light as an empty bottle of Old Monk rum. In a couple of hours, the old monk turns a heathen. A long time ago, a sports writer dubbed the place as the "watering hole for newsmen," of which they could be proud of; at least this writer is proud being a member, with the membership number being 51.

That in brief is the Press Club, Mumbai, which has an unwritten history of 30 and more years, and one has grown with this premier institution of the city's media. One has visited the press clubs at Kolkata, New Delhi, Chennai and Alappuzha, apart from having had drinks at other private clubs in Mumbai.

Recently, Vishy of The Hindu was quite upset that the city had no open space for an evening drink, as in Sydney or South Africa where cricket and sports in general have an appreciative audience. "There is nothing like that in India," he said, and he should know.

Being a journalist who has spent his life walking between V.T. and Nariman Point, the Club, for this writer, is the lone, cheap and best alternative. By some healthy convention, drinks at the Club are the cheapest in Mumbai and the bills can wait to be paid some other day, as newsmen cannot afford to be prompt about payment.

There is a history to the place, with the first general secretary (if one is not entirely wrong) being Olga Tellis, now working at The Asian Age. Since 18, she has been a journo and has covered probably everything from Mihir Sen's swim of the seven seas to politics and business. If she decides to sit down in front of her computer, she could produce readable pieces on Mumbai, its journalists, its businessmen and its politicians.

When the Press Club was started, it could not offer drinks to its members as there was strict prohibition. The rush started when the State's politicians decided to give Mumbaikars the option of buying themselves a drink. Yet, sometimes on a Saturday afternoon, one has shared a bottle of country liquor with dear old Joe Crasto, in the corner room where the computer centre is at present located. Some of the best journalists like Leyland, Joe, John (all of The Times of India) and Ron Hendricks of The Indian Express used to drop in regularly, and one has shared drinks with them. One was then a raw business correspondent (not much has changed over the years), but they never wore a superior air. One learnt to enjoy games like hockey and football. They knew their sports, wrote easily and never had pretensions to being a foreigner writing in some London newspaper.

Business journalists like Gururaj, Murali Kumar, M.L. Kamath and many others mixed well with the sportswriters. In those days, the top editors would never deign to visit the Club; most of them had wealthy friends to buy them drinks or they walked around with foreign newspapers and free books in their brown suitcases. When in the chat mode, they would praise their own editorials and its influence on policy-making by governments. Even today, top editors rarely visit the place.

Over the years, new managements run by journalists have tried to alter the "watering hole." Efforts are on to put up a high-tech structure where the existing shack-like outfit offers a cosy, comfy feeling. The club has a neat garden abutting the Azad Maidan. On a rainy afternoon, when the Club is empty, one can watch the rains smudge the Bombay Gym at the far end of the Maidan and, while sipping a gin and tonic, hear the raindrops making their way into the surrounding silence. My friends Kurup, Giri, Govardhan, Paul and Krishna, with whom one has spent some of the best hours at the Club, are against change.

There are probably more PROs than journalists at the Club. There are film shows and exhibitions. Annual elections are fought more bitterly than the general elections. The innocence of the first days will probably go to accommodate the needs of a modern generation, flaunting by-lines and scoops.

What could remain unchanged is the young army of waiters under the charge of Mohammad, who came into the Club in the early '70s from PTI. Most of them are well up on the habits of the members and are about the best in the city. It is now time for my friends Varam and Dilip Raote, the resident intellectuals of the Club, to bend their fingers to jointly put down the history of the Club on the computer as that could be the history of English journalism in Mumbai.

On The Press Club, Mumbai SGM -1

Now look at the ‘official’ notice for the SGM and official draft minutes of the last SGM and two letters sent to in this regard to the President and fellow members. The second ‘letter’ jointly written by three members was , incidentally , handed over to the President in person just before the start of the SGM.

NOTICE FOR SPECIAL GENERAL MEETING

Members, please take note that the Managing Committee of the Press Club, in exercise of its powers under Article 31 of the Club’s Bye-Laws and Rules and Regulations, has decided to call a Special General Meeting of ordinary members on Friday, July 27, 2007 at 1.30 PM at the Press Club Conference Hall to consider the following agenda:

(a) To consider and pass the Minutes of the Special General Meeting held on June 30, 2006.

(b) To consider and approve if found fit the following special business listed below:

1. Add a fresh clause – Article 37 (k) – to the Bye laws of The Press Club, Mumbai:

“If circumstances demand, loans can be raised for specific development work being undertaken by the Club, provided that loans exceeding Rs 5 lakh should be approved by the General Body.”

(Reasoning: Many development projects, like the current reconstruction work, may require raising a loan from banks or other financial institutions. However, it has been pointed out by our Chartered Accountant that the Bye-laws of the Club must provide specific borrowing powers for raising such loans.)

2. Amend Article 37 (f) to read as follows:

“In regard to fixed deposit accounts, cash certificates and other long-term negotiable instruments with banks, the Managing Committee will ensure through instructions to the banks, that except in the case of renewing maturing fixed deposits, the authorized signatories as provided in the sub-clause (e) above are not allowed to operate by way of termination, withdrawal, pledge, lien, or otherwise in any manner whatsoever secure loans against them or offer the same as collateral for any purpose, except on the strength of a specific resolution passed by the Managing Committee for loans up to Rs 5 lakh, and by the General Body in case the security is for loans exceeding Rs 5 lakhs.”

(The old Article 37 (f) read as follows:

“In regard to fixed deposit accounts……..except on the specific resolution passed by the Managing Committee subject to an overall ceiling of Rs one lakh in a year.”)

(Reasoning: The Club has very limited options for pledging its assets for raising loans for development projects. The Club’s land is lease-hold that has very onerous conditions if it is offered as collateral/security. In these circumstances, it should be open to the Club to leverage its Fixed Deposits as security for raising loans, and we should not be limited by an outdated ceiling of just Rs one lakh.)

3. Amend Clause 3 in Annexure-2 – Guidelines for Development / Refurbishment of the Press Club by replacing the figure ‘Rs one lakh’ with ‘Rs five lakh’. The amended clause will thus read:

“As per the Constitution of the Press Club, the General Body has the right to approve the cost-expenditure estimate of any major development work exceeding Rs five lakh undertaken at the Press Club….”

(Reasoning: In the main body of the Bye-laws, the General Body on June 30, last year had hiked the ceiling for approving estimates by the Managing Committee upto Rs five lakh from the earlier Rs one lakh. The above clause of Anexture-2 was inadvertently not brought in line with the new Clause 37(i) of the Bye-laws.)

4. To consider and pass the following resolution: “This General Body empowers the Managing Committee to negotiate and secure a line of credit/loan not exceeding Rs 50 lakh for the current rebuilding and refurbishment project of the Press Club.”

5. To consider and pass the following resolution: “This General Body grants leave / authority to offer the Fixed Deposit Certificates (FDCs) totaling Rs. 21,09,572.00 held by the Press Club in various scheduled banks as collateral/security for raising a loan not exceeding Rs 50 lakh for the current rebuilding and refurbishment project of the Press Club.”

Hon. Secretary

July 18, 2007

MINUTES OF SPECIAL GENERAL MEETING HELD ON JUNE 30, 2006

With President Madhu Shetye having expressed his inability to attend the meeting owing to his indisposition, chairman T N Raghunatha presided over the meeting. The meeting, scheduled to begin at 3 pm, had to be adjourned for half an hour as there was no requisite quorum. The meeting began at 3.30 pm after adjournment.

Listed agenda for the meeting was:

1. to pass the minutes of Special General Meeting (SGM) held on May 13, 2006

2.To Consider the proposals to amend the Press Club's Memorandum of Association and Rules and Regulations submitted by the Club's Constitution Review Committee, and to adopt them if found appropriate.

Before the start of the business, member Sai Prasan raised a pointer of order questioning why the draft minutes of the SGM held on May 13, 2006 had not been circulated in advance among members. Rennie Abraham also said that the May 13 SGM minutes should have been circulated among the members in advance. Hon. Secretary Gurbir Singh pointed out that there was no provision under the Club's Constitution that made the circulation of the draft minutes of SGM compulsory. However, he agreed that it had been a practice in the past to circulate the draft SGM minutes among the members.

Sai Prasan said that without the circulation of the report prepared by Architect Kunal Khandelwal, the draft minutes of the May 13, 2006 SGM could not be passed, and his development estimates should have been circulated. Treasurer Ommen Ninan too raised the same issue. Sai Prasan also pointed out that Architect Kunal Khandelwal's report, giving cost estimates for the proposed development project of the club, had not been circulated, and that the selection of the architect had not been done in a transparent manner.

However, Secretary Gurbir Singh denied Sai Prasan's allegation and said that a due and elaborate procedure was followed by a sub-committee appointed for the purpose. The sub-committee had invited proposals and four architects were interviewed and the managing committee weighed the sub-committee’s views before deciding on the final choice.

Chairman Raghunatha said that the May 13 SGM minutes be passed so that the main business on the agenda – that of passing the proposed Constitutional amendments – be taken up. He said that the dissent of the members expressed in this meeting would be recorded in the minutes.

At this juncture, treasurer Oommen Ninan raised a point of information and said that he had on June 29, 2006 ie. a day before the SGM, written a letter to President Madhu Shetye, with copies to Chairman T N Raghunatha and internal auditor Kiron Kasbekar. In the letter, he said he had raised certain issues relating to the development work, which had been discussed in the May 13, 2006 SGM. Ninan read out the letter. A section of members raised objections against Ninan raising and reopening issues that had already been discussed and decided upon in the previous SGM. In his letter, Ninan questioned the development plan approved in the previous SGM. He stated that the Club should not proceed with approved development in the absence of a master-development for the club, that the estimates prepared by Architect on the higher side, and said the architect Abhim Alimchandani had offered their services free of charge. Secretary Gurbir Singh raised objection to Ninan raising the development issue at this SGM, as the issue was discussed and settled at May 13, 2006 SGM. He said this SGM meeting had been specially convened to adopt proposed Constitutional amendments.

Ramaswamy pointed out that the managing committee seems to be divided on the issue, as the secretary and treasurer were talking against each other. Gurbir Singh said that Ninan was a part of a sub-committee that had been appointed to select the architect and it was incorrect on the part of the latter to re-open the issue now. He said that objections raised by members be recorded and minutes be passed.

At this stage, Mahesh Vijapurkar pointed out that differences among the MC office bearers was emerging from the podium itself. The problem within the managing committee needs to be resolved. He said that the MC was answerable to the general body and if anyone within the MC had difference of opinion he/she should step down from the office and raise the issue.

Mr C P Jha at this stage suggested that let the minutes of the previous SGM be passed first, so that the main item on this SGM could be taken up for discussion. Gurbir Singh said that Ninan was free to raise the Development issues at the Annual General Meeting or requisition another SGM.

Chairman Raghunatha said that the current issue before the SGM was to pass the minutes of May 13 SGM. All observations of dissent made by a section of members would be recorded in this SGM's minutes and members having reservations about the development work estimates could raise the issue at the AGM.

After some more deliberation, the chair put the minutes to vote. Thirty eight (38) members voted for the passing of the minutes, while two members opposed the passing of minutes. Two members, C P Jha and Ramaswamy, abstained from voting. And the minutes of the May 13, 2006 SGM were passed.

To consider and adopt the proposed amendments to the Club's Constitution:

At the outset, Raghunatha --- who is also the member-secretary of a nine-member Constitution Review Committee appointed under the chairmanship of President Madhu Shetye on May 1,2004 to suggest amendments to the dated Constitution of the Press Club – briefed the members present at SGM about the salient proposals made by the Committee. He said that among other things, the Committee had proposed that the term of President and Managing Committee be increased from the current one year to two years, the Managing Committee be vested with discretionary powers to spend Rs 5 lakh for any one programme/project without prior approval of the General body, that the yearly increase in membership be capped at 15 per cent and that the membership review committee be made broad-based by increasing its strength from the existing three to five members. He then suggested that the proposed amendments be considered one by one in a chronological manner and be passed, if found appropriate. The members were free to suggest amendments during the discussion, he said.

Raghunatha said that the committee had overlooked an error in the existing Constitution which stated that the Press Club was established under the Societies of Registration Act, 1960, while the year should be 1860. The error had been orally brought to the committee's notice by member CP Jha and it had been duly corrected. The proposed amended Article 1 now reads as: "The Press Club, Mumbai, is established for the purpose and object expressed in the Bye-laws under the Societies Registration Act, 1860 and shall be governed by a Managing Committee constituted in accordance with these articles"

A majority of the proposed amendments were passed without discussion or with minor corrections. There was discussion on the following proposed amendments and changes were further made accordingly:

* On the issue of increasing the cap on new admissions at 15 per cent instead of the 10 per cent every year, the committee proposed following amendment to Article 2 ( c ): “In keeping with the limited facilities available in the Club premises, admission to ordinary membership shall be restricted to 150 new members or 15 per cent of the existing membership in a particular year, whichever is lower”.

Mahesh Vijapurkar said that given the existing space constraint in the club, it was not advisable to increase the annual new admission cap to 15 per cent from the existing 10 per cent. After the discussion that followed, the above proposed amendment was changed and the following amendment was passed by SGM:

"2-c. In keeping with the limited physical facilities available in the Club and consequent constraint for space, admission to the category of ordinary membership shall be restricted to 100 new members or 10 per cent of the existing total membership in a particular year, whichever is lower. Replacement of such of those members, whose names are struck off from the club membership rolls after September 30 every year for non-payment of annual subscription or due to other reasons specified in Article 7 viz., termination of membership, shall not be covered by the above-mentioned restriction clause".

* On the proposed amendment regarding membership fee for Corporate members (Article 2-C), member Mahesh Vijapurkar came up with the following amendment – which is a slight improvement on the changes proposed by the committee – which was adopted:

"The admission fee for corporate members shall be Rs.2 lakh. A corporate member shall be entitled to nominate a maximum of two representatives and will have to pay an annual subscription fee of Rs. 6,000 for each representative, which will be payable for the full year in which such application is made. Corporate members will have the option of replacing or withdrawing their representatives by intimating the Club in writing. The managing committee may, from time to time, revise the fees in view of the requirements of the Club. The monies raised by way of the admission fees charged to corporate members shall be set aside as a separate bank deposit. The Managing Committee shall have powers to utilise only the interest arising out of the above bank deposit for development activities. However, should such an extraordinary situation arise where a part of or the entire principal amount from the deposit money sought to be utilised, it shall be mandatory for the Managing Committee to seek prior approval of the General body, after providing item-wise details and justifying such expenditure. Such expenditure shall be utilised specifically for development purposes only".

Upon a suggestion made by C P Jha, Article 4 (a) of the Constitution came to be amended as:

“Members are entitled to bring along with them their spouse, and children who are financially dependent on them, to the Club and enjoy all the facilities of the Club. The Club shall not charge them any guest fee”.

* On the amendment proposing the broad-basing of the Membership Review Committee, the Constitution Review Committee had suggested that strength of the membership review committee be increased from the current three members to five members and its term be reduced from the current three to two years. There was a discussion on the issue and it was decided that the proposed amendment to Article 6 (a), be slightly changed to make the presence of an electronic media person mandatory on the membership review committee. The following amendment was adopted:

“6 a. The general body at its annual general body meeting shall elect and constitute a membership review committee consisting of five senior members who have put in more than 15 years in professional journalism and not less than 10 years as ordinary member of the Club. From among the five membership review committee members, one shall be from the electronic media. This committee shall function for a term of two years and it shall elect a convenor to conduct its deliberations. Every membership review committee shall thoroughly scrutinise applications for admission or readmission for ordinary membership and consider admission to honorary membership. The committee's findings shall be final. However, the managing committee may, if it deems it necessary, return the decision of the review committee for reconsideration. Applications for admission to all categories of membership except honorary membership shall be made in the prescribed form, duly proposed and seconded by ordinary members of the Club who are not in arrears of subscription or any other dues as on the date of application together with payment of admission fee as well as subscription, as applicable”.

Following a discussion, some changes were made in Article 7 relating to termination of membership like the change in the deadline for late payment of annual subscription from August 30 every year to September 30 every year and incorporation of a new clause that any member convicted for any criminal offence shall cease to be a member, in the said Article. The following amendment to Article 7 was adopted:

"Article 7: A person shall cease to be a member of the Club on his or her

1. Resignation in writing after paying all dues

2. Being medically certified to be of unsound mind

3. Being declared a perennial defaulter i.e, in respect of payment of bar bills within six months of having incurred first such expense. The period of six months starts from the date of earliest pending bill.

4. Failure to pay the annual subscription fee of the Club within three months of the stipulated deadline and in any case not later than 30th September of the year to which the fees apply. Such a member may be re-enrolled as a fresh member in due course if he or she clears the dues and pays the prescribed admission fee as well as the current year's subscription, along with penalty of Rs.400.

5. Expulsion from the Club for disciplinary reasons.

6. If he or she has been convicted for a criminal offence".

There was a lengthy discussion on an amendment proposed by the Committee for Article 13-b (President and Office-bearers). On its part, the Committee had proposed the following amendment: "The President and the 15 members of the Managing Committee will have term of two years. The elections to these positions will be held every alternate year and will be held at alternate Annual General Meetings. In the first year after adoption of the new constitution, the president will have a term of one year and the managing committee a term of two years so that the alternate-year schedule is maintained after that".

While all the members present were in favour of the increasing the terms of President and Managing Committee from the current one year to two years, members C P Jha, Mahesh Vijapurkar and Sai Prasan favoured direct elections to the posts of Chairman, vice chairman, Secretary, Joint Secretary and the Treasurer. After considerable deliberation, it was decided that apart from that the already provision for the post of President, there would be direction elections to the posts of Chairman, vice chairman, secretary, joint secretary and treasurer. The following amendment was adopted:

“7 b the ordinary members shall elect directly President, the five office-bearers – Chairperson, Vice-chairperson, Secretary, joint secretary and treasurer -- and 10 members of the Managing Committee. The President, office bearers and 10 members of the Managing Committee will have a term of two years each. The elections shall be held once in every two years, along with the Annual General Meeting of the year in which elections are due”.

On Article 31 (Special General Meeting), the Committee had proposed that an SGM could be requisitioned by 20 per cent of ordinary members instead of the existing requirement of 50 ordinary members. There was an elaborate discussion on the issue and it was decided that no percentage bench mark should be imposed on members requisitioning an SGM. While some members rooted for increasing the requirement figure to 75 instead of 50, others were for increasing the figure to 100. There was voting on the issue. Eleven voted in favour of keeping the figure at 75 and four were in favour taking the figure to 100, while one abstained from voting. It was finally decided that not less than 75 ordinary members are required for requisitioning an SGM. The following amendment was adopted:

"Article 31: A special general meeting of the Club may be called by the managing committee on its own or on a requisition from not less than 75 ordinary members of the Club, clearly stating the business proposed to be transacted. In the latter case, if the committee fails to convene a meeting within one month of the receipt of the requisition, the president shall call such a meeting".

The crucial amendment 37 (i) proposing to vest the Managing Committee with discretionary powers to spend Rs 5 lakh in place of the current Rs. 1 lakh, for any one programme /project without prior approval of the General body, was adopted without any discussion. The following was the adopted amendment:

"37(i) In respect of any expenditure exceeding Rs. five lakh for any programme or development, renovation or any other purpose, the managing committee must seek the sanction of the general body.

Following objections raised by members like Sai Prasan and Hattangdi and a discussion that followed, the proposed amendment to Article 39 was further changed and the following amendment was adopted by SGM:

"Article 39: Any member wanting to inspect books of accounts, other relevant papers and documents relating to the finances and affairs of the Club can do so. If any member wanting a photocopy or extract of any document or any part of any document shall have to make a written submission to the manager of the club and the club will provide the copies of the document(s) requested for, after seven working days of the requisition and after payment of the photo-copying charges".

Finally, the SGM decided to bring all the adopted amendments in the new " Bye-laws of The Press Club, Mumbai", which were earlier known as " Memorandum of Association of The Press Club, Mumbai" into force with immediate effect.

The meeting ended at 6.15 pm after proposing a vote of thanks to the chair.

To

The President

The Press Club, Mumbai

Sub Constitutional impropriety of calling SGM of the Club on July 27, 2007

Dear Mr President,

This is in reference to the notice convening "a Special General Meeting (SGM) of ordinary members" on Friday, July 27, 2007 at 1.30 pm at the Press Club Conference Hall. The notice was circulated among the Press Club members on July 18, 2007.

I would like to state the following and seek clarifications with regard to the above SGM:

1) I would like to point out that the notice for the July 27, 2007 SGM is invalid, considering that it has been signed by Mr Gurbir Singh in the capacity of Hon. Secretary – a post that is not provided for in the current Constitution of the Press Club, Mumbai.

You may please note that the prefix `honorary' (abbr. Hon) was deleted from the post of secretary in the new constitution of the Press Club, which came into effect from June 30, 2006. The rationale behind the deletion of the prefix `honorary' was that that all the posts in the managing committee of the club are honorary and there was no specific need to add this prefix to only the post of the Secretary. Present among others at this AGM, wherein the Constitution was amended, was Mr. Gurbir Singh.

2) The above mentioned notice states that "….the Managing Committee of the Press Club, in exercise of its powers under Article 31 of the Club's Bye-Laws and Rules and Regulations, has decided to call a Special General Meeting of ordinary members on Friday, July 27, 2007 at 1.30 PM at the Press Club Conference Hall to consider the following agenda".

Please note that as per the Constitution, there is nothing like "Special General Meeting of ordinary members". The meeting should be referred to as "a Special Body Meeting of the Club" and not as has been done in the said notice.

3) I have come to know from some senior members that there is no precedent in the history of the Club, wherein an Annual General Body meeting and a Special General Body Meeting have been called on the same day as has been done by the current Managing Committee (MC). I would like to know as to what was the urgency behind convening an SGM on a day where there is already an AGM.

4) I would like to know as to why the agenda mentioned in the SGM convened at 1.30 pm could not been made a part of the AGM called at 2.30 pm on the same day (July 27. 2007), considering that issues of all kind can be discussed at the AGM. What prompted the MC to convene a SGM within days after it sent out notices for the AGM scheduled for July 27, 2007 at 2.30 pm? (In fact, formal (read signed) notices for the proposed AGM and the proposed SGM were put up in the club within a period of 48 hours).

5) Why has MC kept aside mere one hour for the said SGM to discuss issues, which are of paramount importance and have a bearing on the long-term interests of the Club? (The question arises from the fact that the SGM is scheduled to begin at 1.30 pm, while AGM is scheduled to start on the same day an hour later). Can we surmise that this is an attempt to rush through the important business set for the SGM without adequate discussion?

6) The first item on the July 27, 2007 SGM agenda is to "To consider and pass the Minutes of the Special General Meeting held on June 30, 2006". If you care to ask Mr Gurbir Singh to recall correctly, he should tell you that at the June 30,2006 SGM, it had been decided that the Constitution adopted at that meeting would be implemented "with immediate effect" (a thing happened because the last year's club elections were held as per the new constitution) and that the minutes of the SGM would only be read and taken as passed at the following SGM. Now, I would like to know as to why the MC is seeking 'consideration and passing' of the June 30, 2007 minutes and that too after a gap of more than one year?

7) The most vital question is: are we supposed to undo the elections held under the current situation with this 'consideration and passing' the minutes of the SGM on June 30, 2006 that paved the way for among other things , direct-elections for all the posts of the MC?

8) I would also like to ask another important question. Does any one have a right, legal or at least moral, to confirm the minutes of a meeting in which he or she was not present. I would like to stress that this question was raised by me in the SGM of June 30, 2006 and due to lack of a clear reply on this issue I had to abstain in the voting to pass minutes of the earlier SGM in which I was not present. This question may emerge again in the SGM of July 27, 2007, if it is held at all despite constitutional impropriety involved in it, as we all know there were very few members present in the SGM of June 30,2006 when the current constitution was adopted after voting by hands.

9) As per the norm the SGM is held to consider one specific subject. But the purpose of the SGM of July 27,2007 not only violates this norm but stands ridiculous and deserves to be censured as apart from the issue of minutes of deliberations of adoption of the new constitution in the SGM of June 2006 ,the agenda of the proposed SGM also includes several items to bring out amendment in the same constitution. How can we 'pass' the current constitution and change it too in one go.

10) You will appreciate, drafting of constitution of any institution and bringing about amendment/s to the articles in it subsequently is a serious business and it is not done in hurry. So why the MC is in a tearing hurry to amend the constitution, without even allowing the new constitution review committee -- set up after the last year's elections to bring about some more amendments in the amended constitution – to have its first sitting.

While I seek clarifications for my above queries from your end, I am not going into the merits and demerits of the items placed on the July 27, 2007 SGM

agenda, at least at this stage. I would revert back to you on these issues at a later stage. I look forward to receiving your clarifications on the above issues.

Thanking you,

Yours truly,

( C. P Jha)

Membership no. 388

c/c

Charity commissioner / Registrar of Societies (Mumbai, Maharashtra )

All bonafide members of The Press Club, Mumba

PRESS CLUB RECONSTRUCTION MESS

Who is responsible for it?

Mumbai July 26 ,2007

Dear fellow-members,

The current Managing Committee of the Press Club, Mumbai – under the Secretary, Mr Gurbir Singh – which has promised the members of the club in its annual report for 2006-07, "We hope to celebrate Diwali this year in a new Press Club" -- has failed to realise that it has done more harm than service to the Club and its members by demolishing a major portion of the Club in March this year.

The Secretary in his notice dated March 1, 2007, announced that the club was resorting to a "partial shutdown" -- all in its effort to restart "the long-awaited work for the Press Club's rebuilding and refurbishment" of the club. And, he
went on to state in his notice: "From Monday, March 5, 2007, the entire Garden area, Bar Hall, and Glass House, including the Media Center, will be shut down till further notice. The shutdown, it is expected, will be for a minimum period of 4 months…". Which in effect was no partial closure of the Press Club, as claimed by him.

You better be aware that the Club's re-construction mess has been created by the Secretary himself, for, at a hurriedly called Special General Body Meeting (SGM) at 1.30 pm on July 27, 2007, he is seeking to make crucial amendments in the Club's constitution and pass two resolutions, in his desperate bid to seek a bank loan up to Rs 50 lakh to complete the re-construction work at the Club.

As we ready ourselves to discuss the issues relating to the club reconstruction work brought forth in the form of amendments and resolutions at Friday's SGM, we need certain clarifications / answers as to why the Press Club has found itself in an unprecedented mess as it is today. Here go our pertinent questions:

1. Was there any undue pressure from any quarter on the Secretary to undertake demolition of the Press Club in haste?

2. Were the "ordinary members" of the Press Club taken into confidence or was their approval taken at a general body meeting to undertake the demolition in March this year?

3. Was the impending monsoon not taken into consideration by him resorting to the reconstruction work which is bound to take more than six to eight months to complete?

4. Did the secretary not know in March this year that the club did not have in its kitty the minimum Rs 90 lakh required for the reconstruction and interior do-up purpose?

5. In effect, did the secretary not realize that it was doing a foolhardy thing of demolishing major portion of the Press Club without readying funds for the reconstruction and interior do-up?

Here refer to certain claims in the report presented by Managing Committee for 2006-07 ahead of the July 27, 2007 AGM: "The total budget for the two parts, as approved by previous general bodies is around Rs 90 lakh, with a near-equal division between the two phases. The civil construction work has reached the stage of casting of the roof slab after completion of the foundations, columns, connecting beams and rough concrete flooring. It is expected that the basic structure will be completed in around 2 months."

(The annual report dated July 04, 2007, was circulated among members eight days later through an e-mail and sent
four days afterwards by post).

6. Did he inform the members whether the club had enough funds or otherwise, when it went to town that the club had ambitious plans for doing up the interiors of the "new Press Club". (Through its notice circulated through e-mail on July 3, 2007, it invited members to come up with suggestions for doing up the interiors of the Press Club that too within a span of next seven days – that was by July 10,2007)

7. Why is he now wanting members to gloss over a couple of facts?:

a) He has miserably failed to raise funds required for undertaking club reconstruction before resorting to the demolition of a major portion of the structure.

b) He now desperately needs the "ordinary members" of the Press Club to bail him out by passing amendments/resolutions brought forth by him in the July 27 SGM meeting.

8. Do the "ordinary" members realize that they would be walking onto the land mines laid by the secretary for no fault of theirs?

9. Have the "ordinary" members overlooked major inconveniences they faced ever since the it was decided to undertake demolition of a place that they were fondly used to visiting after their work hours every day? (That ……they have to make to do with a very small conference hall to just drink rather than interact with each other and relax, that there is not much to munch least having proper dinner , that there is no media centre to file stories or send across photographs to newspaper establishments and last but not the least there is no longer the " Glass House", a heritage structure that it was once.

10. It makes full ten when we ask the last question : were not the Chairman heading the managing committee or the President heading the institution not capable enough to rein in the mismanaging secretary?

For once, let us realise that we are all members of the Press Club, Mumbai, and we need to protect it from the clutches of people who not only want to undermine the club's constitution but also to usurp it.

Dear fellow members, you better realize that attending and seeking answers to the issues posed above at the Special General Body scheduled at 1.30 pm on July 27, 2007 (Friday) is more crucial than casting votes in any Press Club election. You please make it convenient to participate in the 1.30 pm Friday SGM and AGM that follows an hour later.

When we make this fervent appeal to all of you , we have in mind that we would like to protect more than three-decade –old institution called the Press Club, Mumbai in a democratic and peaceful manner.

Long live the press club Mumbai. Let us all work together to save the Institution.

Oommen A Ninan Sai Prasan C P Jha