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")