UNOFFICIAL& OFFICIAL DRAFT MINUTES OF THE SGM HELD ON JULY 27,2007

As the outgoing Managing committee of the Press Club, Mumbai has not listed included confirmation of draft minutes of the Special General Body Meeting ( SGM) held on July 27, 2007 in the agenda for the AGM sheduled on July 25, 2008 we are posting below an 'unofficial' version of the draft minutes circulated among the members on August 28, 2007 and an 'official' version as well, that was released
later. The members , attending the AGM on July 25, 2008 may compare both the version to find out the truth.


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")

....................AND NOW YOU MAY READ THE OFFICIAL VERSION

The special general meeting of the Press Club was held on July 27, 2007 at 1.30 pm in the Conference Room.

President Pradeep Vijaykar called the meeting to order at 1.30 pm. Since there was no quorum, the meeting was adjourned for half an hour. The meeting subsequently began at 2 pm sharp.

Listed agenda for the meeting was:

(a) To consider and pass the Minutes of the Special General Meeting held on June 30, ’06.
(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.”

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.”

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….”

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.”

C P Jha sought the Chair’s permission to raise few issues before the beginning of the meeting. With permission granted, he said that today’s SGM was not valid, as it had been signed by the Hon. Secretary – a post that is not provided for in the Constitution of the Club. He said he had pointed out the mistake in the notice sent which said that the special general body meeting of the ordinary members and had suggested it be amended to read: the special general body meeting of the Press Club. While 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", 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”.

He also asked for 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 a show of hands.

He said the SGM was being held to consider only 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. Apart from the minutes that recorded the deliberations prior to the adoption of the new Bye-laws in the SGM of June 2006, the agenda of the proposed SGM also included several items to amend the same Bye-laws, he said.

Vishwanth said the calling a Special General Meeting (SGM) and Annual General Meeting (AGM) on the same day violated precedent as well as established law on the subject. Referring to objections raised by Vishwanath, the President ruled that there was nothing wrong in holding the SGM and the AGM on the same day and he cited a precedent of 1997 when both an SGM and AGM were held on the same day.

After being asked by the President to reply to Jha's objections, Secretary Gurbir said in the last SGM that adopted the new constitution, no resolution was passed to delete the prefix `Honorary’ from the post of the Secretary. 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), but Gurbir reading out the revised provisions that were circulated said that ‘Honorary’ was never dropped from the Bye-laws.

Taking serious exception to the chair’s contention that there was nothing wrong in holding both the meetings on the day, Vishwanath said that just because there was a precedent, it did not mean that the club could commit a mistake once again. Vishwanath recalled that the Board of Control for Cricket in India (BCCI) was faced with a similar situation some years ago, and BCCI went by the book and chose not to hold the AGM and SGM on the same day. Vishwanath said the Societies Registration Act, 1860 had provisions to this effect.

M J Pandey said that if we are serious about the general body meetings, then meetings should be called only on Saturdays. Work-wise, Saturday would have been a lean day, he said. He wanted to see the minutes of the Managing Committee meeting in which the decision was taken to call the special general body meeting to amend the constitution. Thereafter, Treasurer Rajesh showed the minutes book of the managing committee meeting that recorded the decision to call an SGM to amend the Constitution.

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. Sai Prasan wanted to know as to why the draft minutes of the last SGM were not circulated 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.

T N Raghunatha said that the managing committee has given only one hour to discuss the important issues, which involve the amendments in the constitution. He wanted to know why the MC kept aside mere one hour for the SGM . This 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.

On replying the above queries, Secretary Gurbir Singh said that Managing Committee has followed all the rules and regulations in calling the SGM and AGM, A notice has been given 7 days advance for the SGM. However he agreed that the minutes of the previous special general body meetings were not circulated on time, but he assured that this would not happen in future. He said that as per the Bye-laws, an AGM can be held only on Friday’s. On the clubbing of the SGM and AGM on the same day, he said a number of journalists had objected to the calling of several general body meetings in a year ‘as a waste of time’. Holding several and separate General Body meetings was a huge administrative exercise as well as an expense. Sending of notices and invitations cost the club around Rs 20,000 for every general body meeting, he said. Hence to save time and administrative effort the AGM and SGM were being held together. He also pointed out that the Club was not bound by the decisions of the BCCI, and the Society Act, 1960 did not specifically bar the Club from holding an SGM and an AGM on the same day.

He further pointed out that though previous SGMs and AGMs had approved the Redevelopment Plan of the Press Club and had also sanctioned the budget of Rs one crore for the purpose, the Club Auditor as well as the Club’s Bank – the Bank of Baroda – had pointed out that the Press Club’s Bye-laws did not create the necessary provisions to borrow and seek bank loans, and nor did the bye-laws allow pledging the FDRs in the Club’s possession as collateral for these loans. The Auditor had thus recommended that the Bye-laws be amended and hence the necessity for calling this Special General Meeting.

M J 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. Vishwanath wanted to know 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 Act, and this had been pointed out in earlier AGMs as well. He said that earlier in 1997-98 efforts had been made to register under the Public Trusts Act as a ‘Charitable Body’ but these were rejected by the authorities. He said all necessary legal provisions had been followed in calling the SGM and AGM on the same day.

YOU MAY ALSO READ FINAL MINUTES OF THE SPECIAL GENERAL MEETING HELD ON JUNE 30, 2006

Suggesting an amendment in the draft minutes of the SGM held on June 30, 2006, Raghunatha called for incorporation of a 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.

Oommen Ninan raised a point of information and said that in last meeting he had raised certain issues relating to the development work, which had not been included in the minutes. Ninan tried to read out a letter which large section of members raised objections against him for raising and reopening issues that had already been discussed and decided upon in the previous SGM. 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.

Vishwanath insisted those minutes of the previous special general body meeting to be read. M J Pandey said if the minutes are circulated well in advance there is no need to read and waste the time and they can be treated as read. While Secretary Gurbir agreed to carry out the amendments suggested by the members, the President put the said draft minutes to vote. These were passed with a show of hands.

MAIN BUSINESS

Secretary Gurbir explained the past history of the club refurbishment plan. He said it was a long drawn battle of two years to seek necessary building permissions. After persistent efforts and several meetings with the CM, Deputy CM and the Municipal Commissioner, the municipal permissions had been granted. Clearance had also been got as required from the City Collector, the Government Architect and the PWD Department. There was further delay of nearly 4 months as the Heritage Committee clearance was held up, and it had insisted on certain changes in the plan. He said it is untrue that members had not been taken into confidence. He said three general bodies had debated the subject of the Club’s refurbishment, the plans had been displayed and circulated for comment, and the Club’s Development Council had also been presented the plans for suggestions.

He said the current work was divided into two phases. Phase I included the Civil work that was expected to cost Rs 40-45 lakh and would be funded entirely by the Club’s internal accruals of Rs 20-25 lakh, while Rs 25 lakh had been committed from the CM’s Relief Fund. Rs 10 lakh from this fund had so far been released. As per the Development Guidelines in the Bye-Laws, the first phase of the project was opened for bidding in February, and the lowest tender of Himani Enterprises was chosen. The demolition work was started at the beginning of March. However, clearing the site and removing the rubble took longer than expected as the soil was sandy and there was no available storage area for the demolished rubble. Yet, the work had progressed apace and it was expected that by Diwali the first phase would be entirely over and the second phase would be under way.

The secretary further stated that a lot of time and energy had been wasted in countering attempts to sabotage and stop the construction work. He said an ex-member and some forces opposed to the development work had filed as many as 6 Right To Information (RTIs) petitions. Other road blocks created for the club included some persons writing to the Bank of Baroda not to extend any loans to the Club. A junior clerk in the Collector’s Office was influenced to issue a Stop Work Notice and this was publicized by sending a Press Release to newspapers, the secretary said. Finally, when the Collector’s office carried out a site survey, the allegations were proved wrong and the ‘Stop Work’ Notice was withdrawn.

Ramaswamy objected to the Secretary’s presentation and said that managing committee has done nothing great and it’s the committee’s duty to do this development work. Oommen Ninan wanted to know how much sponsorship had been received to fund the reconstruction work. Treasurer Rajesh Mascarenhas said that so far the managing committee has not started raising funds as it was tied down with issues of permission, RTIs and so on. Once the SGM and AGM’s were over, the committee will start raising the funds.

Meanwhile, founder member and the club’s past President Madhu Sathye, complimenting the work done by the current managing committee, requested the members to support the amendments/resolution brought forth by the club’s MC so that the club could be reconstructed in his life-time. He also said that in the past many committees tried to construct a building but were not successful due to the infighting among the members. He said that this committee has been successful in implementing the refurbishment plan, in spite of the tremendous pressure from some sections to stop the work.

Vishwanath said that six years ago when he was the Chairman, he tried to build a new structure with Mumbai’s leading architect Hafees Contractor’s design. However it was not operational as some members blocked the idea. He suggested the managing committee to involve more members in debate in the special general meetings. He also said that any changes in constitution should be thoroughly discussed and debated before passing it. Hence he suggested that the amendments be circulated among members once again for their opinion.

Oommen Ninan again tried to read out a letter, however a majority of the members objected as it has no relevance to the current SGM. Pandey suggested Ninan to summarize his letter instead of reading out voluminous history. Oommen pointed out that there is no master plan in place and his objections to the architect Kunal Khandelwals estimates have not found any place in the minutes. He said that the FDRs were the only assets the club and mortgaging them to obtain a loan would land the club in major problems in the years to come. He complimented the club manager Ahmed Koya for maintaining and renewing the FDRs in the proper manner. He wanted to know the break up of the expenditure and the amount raised by the MC. He also accused the Secretary of being a ‘liar’, and this prompted President to warn Ninan that the chair might debar him from taking part in the deliberations if Ninan persisted in making personal allegations.

Jayant Mayankar objected to Oommen saying that the Manager is responsible for renewing FDs and that he was just doing his duty as a paid employee.

Suresh Nandi sought to know to why 'financial closure' was not accomplished before demolishing the building and starting construction work was. He said this is an established norm of any project. The Secretary Gurbir being a business journalist should have kept this in mind before launching reconstruction of the club. He said that seeking sanction for raising funds through a bank loan at this stage –when options are minimal – was avoidable.

Secretary Gurbir said the work had been delayed by nearly two years, and given the multiplicity of issues, it had to be started sometime. In any case, the work was only started on Phase I which was fully provided for. Further, Bank of Baroda too had indicated it would provide the funds for Phase II if the necessary changes were adopted in the Bye-laws. Replying to queries that the interest rate would be too burdensome, he said the amendments would allow the club to offer security of Fixed Deposits (FDs) worth Rs 21.09 lakh to seek a 'line of Credit ' to the tune of Rs 50 lakh. This would give us the cushion and security that work would not stop. At the same time if we managed to raise the sponsorships from corporates, we may not have to draw the entire loan sanctioned. He said the borrowing was only for the Interiors or Phase II of the work that would cost Rs 50-55 lakh.

Ramaswamy wanted to know the interest rates and the burden on club. Nandkishore Bhartiya wanted to know on what surety Bank agreed to give loan. Secretary Gurbir said that since the club was on leased land, the Bank was not insisting on land as collateral and it had said the FDR’s and the current cash flows would serve as adequate security.

Pandey 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 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.

Mayankar suggested bringing the sponsorship instead of going for the loan.

Siddarth Arya, in his support to Pandey’s view, said that interest rates were going north and tomorrow the club may not have the money to pay even the staff salary if we take a loan at the current interest rate. He said loan should be the last option, and the house should first consider breaking the FDRs.

Oommen Ninan, Ramaswamy and IK Jain supported Pandey’s view and insisted on amending the proposed amendment to the Bye-laws in the agenda. Treasurer Rajesh objected to the double standard of Oommen Ninan who had earlier opposed pledging the FDRs on the plea that they are the only assets of the club and mortgaging them to obtain loans would land the club in trouble. Rajesh said Oommen’s only interest was to stop the development work.

The Secretary further pointed out that the Special General Meeting could either accept or reject the proposed amendments and there was no scope for amending the proposed amendments, as they would have to be circulated atleast a week in advance of being brought to vote. He appealed to the members to support the Managing Committee resolutions and the amendments to the Bye-laws to ensure that the Club had enough funds to complete the Building Work. To be side-tracked at this stage would bring the on-going work to a grinding halt, he feared. He suggested that the MC would consider Pandey's suggestion about judicious use of the FD funds but cautioned that would also necessitate another SGM for the purpose.

In view of the constitutional provisions, the President, did not allow Pandey to press his amendment. He ruled that he had only one option and that was to put to vote the proposed amendments and resolutions that had been circulated in advance as part of the agenda of the SGM.

At this stage some members including C P Jha advanced towards the President’s chair and dared him to put the amendments to vote without enough discussion. Secretary Gurbir intervened and asked Jha not to threaten the President and to go back to his seat. C P Jha denied he was threatening the President.

The President, meanwhile, asked the Secretary to read out the constitution amendments before the house voted on them.

The Secretary accordingly read out the amendments and they were put to vote in two batches. The first set of amendments read out were:

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.”


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 President asked members first to raise their hands in support of it and then those who opposed it. He also requested the associate members present in the room not to vote. After a count of the hands raised ‘for’ and ‘against’ the amendments, it emerged that 46 members supported the amendments while 21 members opposed the amendments.

The President Pradeep Vijayker announced that the above two amendments had been passed by two-thirds majority and hence would be adopted as part of the Bye-Laws of the Club.

Subsequently President asked the Secretary to read out the other amendments and resolutions, which Secretary Gurbir did as follows:

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….”

4. Resolved that “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. Resolved that “This General Body grants leave / authority to offer the Fixed Deposit Certificates (FDRs) 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.”

In voting for the above amendment and resolutions, 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.

The outcome of the voting this time was: 50 members supported the amendment and two resolutions, while 20 members voted against. The President announced that the amendment and the two resolutions were passed by two-third majority and were taken as ‘adopted’.

The SGM ended at 3.30 pm, after proposing a vote of thanks to the chair.