EXPLANATORY NOTES
Voting
The MCC Committee considers that all items of business on the agenda of the Annual General Meeting which require a vote are of sufficient importance to the Club to justify the use of electronic and postal voting, to enable all Full and Senior Members to vote without having to be present at the time of the Meeting.
The MCC Committee has decided that, in order to obtain the views of as many Members as possible in relation to the items of business on the Club’s AGM agenda, it is fair to extend the right to vote to every Full and Senior Member and not simply those who are able to attend General Meetings of the Club.
The MCC Committee has also, in accordance with its current practice, decided to extend the voting window, which will open when the AGM documents have been sent out and will close at 12 noon on Wednesday 8 May 2024. For Members wishing to vote by post, and to whom a Postal Voting Form has been sent in accordance with Club Rule 3 19, the Postal Voting Form must be returned so as to be received no later than 12 noon on Wednesday 8 May 2024
The Explanatory Notes which follow should be read in conjunction with the agenda for the Annual General Meeting.
AGENDA ITEM 2
Minutes of General Meetings are now formally received by Members at Annual General Meetings and a vote is not taken.
The minutes of the Annual General Meeting, held on 3 May 2023, are published on pages 65 to 82 (inclusive) of the Annual Report and Accounts 2023
AGENDA ITEM 4
Every Member has been sent a copy of the Annual Report and Accounts 2023, by post or email.
The Annual Report and Accounts 2023 also includes minutes of General Meetings held during the year to which the document relates, a report on the MCC Foundation and obituaries of Members. The MCC Committee believes that Members support the inclusion of these three sections, which, although not forming part of the Annual Report and Accounts, are of general interest to Members.
AGENDA ITEM 5(A)
In accordance with Rule 18 2, J.S. Varley is due to retire as a Trustee on 30 September 2024 and, having served three years only, is eligible for re-appointment. Following a Nominations committee review, the MCC Committee recommends his re-appointment for a period not exceeding three years, with effect from 1 October 2024
John Varley, a Member of the Club since 1993, currently serves as a Trustee, in which position he has served since 1 October 2021. He previously served on the Finance committee from 2011 until his appointment as a Trustee. He was Group Chief Executive of Barclays Bank between 2004 and 2010. Since then, he has served as a non-executive director on the boards of AstraZeneca, Rio Tinto and BlackRock. He was chairman of Marie Curie Cancer Care and a trustee of the Prince of Wales Charitable Foundation.
The appointment of J.S. Varley is subject to approval by Members.
AGENDA ITEM 5(B)
In accordance with Rule 9 1, B.N. Carnegie-Brown is due to retire as Club Chair on 30 September 2024. Following a Nominations committee review, the MCC Committee recommends the appointment of M.C.J. Nicholas to succeed him for a period not exceeding three years, with effect from 1 October 2024
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Mark Nicholas was elected as a Member in 1981 and has served three terms as an elected member of the MCC Committee, from 1996-99, 2000-03 and 2018-21. He served on the Cricket committee from 1994-2004, the Marketing committee from 1999-2007 and the Laws, Spirit and Ethos sub-committee from 2000-06. Mark is the current President of the Club, with his one-year term ending on 30 September 2024
Mark has a deep and personal knowledge of the game, gleaned from two decades playing first-class cricket, following which he has forged an immensely successful career as a journalist, broadcaster and writer. He is currently chairman of the Southern Brave in The Hundred, a non-executive director of the media rights agency, River Media Partners, and co-founder/director of Century Cricket. In 2005, he co-founded Chance to Shine, which now operates in 4,000 state schools.
A rigorous selection process was led by the Nominations committee (chaired on this occasion by its Deputy Chair, Andrew Lowenthal), which developed a Role and Person profile including details of the skills and qualities being sought in the new Club Chair together with relevant information about the Main Committee. This information was provided to Members on 1 December, when applications were invited for the role.
The Club received ten applications for the role of Club Chair. A selection panel comprising three members of the Nominations committee, augmented by two Committee members and chaired by Matthew Fleming (Trustee and Past President), conducted extensive interviews with the shortlisted candidates. The final two applicants were also interviewed by the remaining three members of the Nominations committee and met with Bruce Carnegie-Brown (the current Club Chair) and Guy Lavender (Chief Executive & Secretary) to ensure they fully understood the requirements of the role.
The appointment of M.C.J. Nicholas is subject to approval by Members.
AGENDA ITEM 5(C)
J.O.D. Orders has indicated his intention to retire as Chair of the Heritage & Collections committee on 30 September 2024 Following Nominations committee review, the MCC Committee recommends the appointment of E. John to succeed him for a period not exceeding three years, with effect from 1 October 2024
Emma John, a Member of the Club since 2015, has served on the Heritage & Collections committee since 2020 Emma is an author and journalist whose cricket-writing career spans 25 years and was the first woman in the UK to win a Sports Journalism Award. Alongside editing roles at Wisden Cricket Monthly, Observer Sport Monthly and the Observer Magazine, she has covered major sporting tournaments including the Olympics, Ashes, Wimbledon, and Rugby and Cricket World Cups, and authored three nationally-acclaimed books. Creator and host of The Guardian’s cricket podcast The Spin, Emma is also a regular voice on national radio, and recent recognition includes the prestigious Lowell Thomas Award in 2023 and Freelance Sports Writer of the Year in 2022
The appointment of E. John is subject to approval by Members.
AGENDA ITEM 5(D)
The Club’s auditors, KPMG LLP, have acted since their appointment in 2015. The MCC Committee recommends that the re-appointment of KPMG LLP as auditors be approved.
It should be noted that the Club will be re-tendering for the provision of auditing services in advance of the 2025 AGM.
AGENDA ITEM 6
There were six nominations for the directly-elected vacancy on the Nominations committee. Consequently, a ballot was held, in accordance with Rule 16 6
The ballot closed at 12 noon on Monday 11 March 2024. A total of 4,775 votes were submitted, of which 59 were found to be invalid. A.K. Pearce Higgins has been re-elected to serve on the Nominations committee for a full three-year term, with effect from 1 October 2024, having received 2,287 votes.
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AGENDA ITEM 7(A)
The MCC Committee, in accordance with Rule 4 1, is proposing an increase to Entrance Fees and Annual Subscriptions of 4% across the various classes and categories of membership with effect from 1 January 2025
Changes to Annual Subscription rates take account of the published changes to the official inflation index. It is the Club’s long-standing policy that the contribution of the membership to overall annual income by way of subscriptions should remain roughly at the same proportionate level over time.
Proposed subscription rates for 2025 were discussed with reference to the Consumer Prices Index (CPI), the figure by which the rate of inflation is now most widely judged and reported. The CPI inflation figure for the 12 months to January 2024 was 4 0%. The Retail Prices Index, which the Club has previously used as a benchmark was, over the same period, 4 9%. Recent increases in Annual Subscriptions have fallen behind inflation: the increase introduced on 1 January 2024 was 8%, despite CPI inflation peaking at 11 1% in October 2022, and this followed two years with no increases.
The Committee believes that a 4% increase is fair and reasonable and that Annual Subscriptions continue to represent excellent value for money when compared to similar memberships.
As Members may be aware, there were large spikes in CPI inflation during 2022 and 2023. These spikes led to a significant uplift in the Club’s costs. In particular, with the London Living Wage increasing by 10% in spring 2024, after an 8 1% increase in 2022, the Club’s cost base is expected to increase by around 5-6%.
Whilst 2023 was another strong year for the Club financially, it is essential that similar good outcomes continue to be achieved in future years, especially with the next planned phase of Ground Development – the Tavern and Allen stands – impacting the Club’s overall financial position.
To recognise cost of living pressures, an opt-in instalment plan was introduced last year to enable Members to spread the cost of their Annual Subscriptions across five months from October 2023 to February 2024. The Club is now reviewing the practicality of an extension to this scheme, reflected in proposed changes to the Club Rules to further alleviate up-front costs to Members.
RESOLUTION
“That the following increases in the Entrance Fees and Annual Subscriptions, such increases to take effect from 1 January 2025, proposed by the MCC Committee in accordance with Rule 4 1, be approved:
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From To Full Members Entrance Fees: Ordinary Members £1,247 £1,297 Playing Members £626 £651 Full Members Annual Subscriptions: Inner Town £667 £694 Outer Town £556 £578 Country £333 £347 Over-75 £333 £347 Under-30 £333 £347 School Staff £333 £347 Abroad List £154 £160 Out-Match Members £77 £80 Senior Members £96 £100 ”
AGENDA ITEM 7(B)
Background
The MCC Committee recommends a number of changes to the Rules of the Club which are the subject of this Resolution. There are some minor consequential changes and points of format and punctuation which are not addressed in this Explanatory Note as, whilst they should be made, they are of incidental application and no serious import so far as the operation of the Club and the interests of Members are concerned.
Members who wish to review a tracked changes version of the Club Rules with all the proposed amendments marked up may do so by visiting the Members’ area of the Club’s website at www.lords.org/agm or by request to the Membership Director at asm@mcc.org.uk
The material proposed changes are dealt with under points 1 to 4 below, with the actual wording of the proposed Rule changes set out below them.
1. Rule 3.10(b) - First-Class Playing Members
Rule 3 10(b) allows the Club to elect First-Class or international cricketers as Playing Members without the need for them to play any qualifying matches. The Rule as currently drafted is problematic, as some players do not or are not able to play First-Class cricket, meaning the bar for them to be considered is much higher, as they must have played international cricket to qualify. The MCC Committee wishes to address this imbalance and following advice from the Cricket committee (with which the Membership and General Purposes committee concurs) resolved that the wording of this Rule should be amended to enable it to recognise a First-Class equivalent in such cases.
2. Rules 4.3 and 4.4 and new Rule 4. 5 – Entrance Fees and Annual Subscriptions
Following the well-received introduction of the five-month Annual Subscription instalment plan in 2023, the MCC Committee wants to be able to expand this so that instalments can be spread over the membership year. Under Rule 4 3, Annual Subscriptions are due on 1 January, a penalty of 25% is due if paid post-1 March and non-payment by 1 April results in automatic termination of membership of the Club. This has meant that any instalment plan is severely restricted. The MCC Committee is proposing that a Rule change be implemented to allow flexibility to introduce a longer instalment plan through a Regulation as the MCC Committee may determine in future years. The MCC Committee has consulted the Finance and Membership and General Purposes committees, both of which support this proposed change. As a result of these changes, a consequential amendment is required to Rule 5 2
3.
Rule 9.4 – Filling of Casual Vacancy for Chair/Treasurer
The MCC Committee has become aware of an anomaly in the Rules relating to the situation where the Club Chair or the Treasurer leaves office prior to the end of their appointed term. Under Rules 9 3 and 9 4 (in the case of the Treasurer the equivalent of such Rules are adopted under Rule 10 1), a new Club Chair or Treasurer would serve out the balance of the term of the previous Chair or Treasurer, respectively. This is different from other casual vacancies on the MCC Committee, both for those appointed by the MCC Committee and those recommended by the Nominations committee. In those cases, should a casual vacancy occur, the Member taking such MCC Committee member’s place will serve for the balance of the year (if any) and then for a period of two years. The MCC Committee wishes to address this anomaly by adopting for the Club Chair and the Treasurer the same procedure as for other MCC Committee members who fill a casual vacancy.
4. Rule 12.2 – Size of the MCC Committee
Members will recall that as from the Committee year commencing 1 October 2022, the size of the MCC Committee was reduced to a minimum of 10 and a maximum of 12. Whilst the MCC Committee has found that the reduction in size has greatly helped in decision-making and consultation between MCC Committee members, greater flexibility may be required to ensure that the MCC Committee is able to meet diversity targets set by ECB for the Board or Managing Committee of each of its member organisations. To enable this, the MCC Committee is asking Members to approve a change taking the maximum number on the MCC Committee up to 14, enabling it to have two further Committee members if it considers that this is necessary to fulfil composition targets. As always, this is subject to the overriding consideration of being in the best interests of the Club. Such additional Committee members would be selected and recommended by the Nominations committee from those Members who have been put forward under Rule 12 4
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Amendments to the Rules of the Club
To deal with the recommended changes detailed above, Members are asked to support the Resolution, which will have the effect of amending Rules 3 10(b), 4 3, 4 4, 5 2, 9 4 and 12 2 and adding an additional Rule 4 5 as set out below and which will be adopted upon the passing of the Resolution.
Rule 3 10(b) shall be substituted with the following:
3 10(b) First-Class Playing Members
First-Class Playing Members are cricketers each of whom with experience of international or first-class cricket or its equivalent standard as determined by the MCC Committee and, having made written application to be a First-Class Playing Member on a form supplied by the Chief Executive & Secretary which provides such additional information and references as the MCC Committee may from time to time stipulate, has been accepted as such by the MCC Committee.
Rules 4 3 and 4 4 shall be substituted with the following and a new Rule 4 5 added:
4.3. Payment
Subject to Rule 4 4, Annual Subscriptions are payable on 1 January in each year (save in the case of a Member who has been elected during the calendar year when Rule 3 15 applies). Each Member is obliged to pay the subscription applicable to such Member’s class and/or category of membership for each calendar year whilst a Member of the Club (save in the circumstances of Rule 3 15(b)).
4.4. Instalment Plan for Annual Subscriptions
The MCC Committee shall have the power to set up an Annual Subscription instalment plan upon such terms and subject to such conditions as the MCC Committee may from time to time stipulate (including circumstances in which a Member’s membership may be terminated for failure to comply with such terms and conditions). If an instalment plan is set up, a Member would be able to make written application, in a manner prescribed by the MCC Committee, to the Chief Executive & Secretary, to pay his or her Annual Subscription pursuant to the terms and conditions of such instalment plan.
4.5 . Notice of Non-Payment
Save in the case of a Member who has been elected during the calendar year when Rules 3 15 and 3 16 apply, or a Member who has committed to an Annual Subscription instalment plan, notice in writing shall be dispatched to each Member whose Annual Subscription remains unpaid on 1 March.
Rule 5 2 shall be substituted with the following:
5.2 . Failure to Pay Annual Subscription
Save in the case of a Member who has been elected during the calendar year when Rules 3 15 and 3 16 apply, or a Member who pays his or her Annual Subscription by an instalment plan set up pursuant to Rule 4 4 (which therefore specifies the circumstances in which such Member’s membership may terminate for failure to comply with the terms and conditions of such instalment plan), if a Member’s Annual Subscription remains unpaid on 1 April then his or her membership shall terminate but without prejudice to any liabilities and obligations existing at that time.
Rule 9 4 shall be substituted with the following:
9.4. Filling of Casual Vacancy
Where there is a casual vacancy in the office of Club Chair (including where an appointment or re-appointment is not approved under Rule 9 1) the vacancy shall be filled by appointment by the MCC Committee of a willing and eligible Member, subject to approval of such appointment under Rule 9 1 at the next General Meeting, for a period from the date of his or her appointment until the following 1 October and thereafter for a further two years. At the expiry of such term, he or she shall, subject always to the provisions of Rule 12 7 (i) and (iii), be eligible for re-appointment for a further period not exceeding three years, but only if, prior to the filling of the casual vacancy, he or she has not previously served as Club Chair.
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Rule 12.2 shall be substituted with the following:
12.2 . Size of the MCC Committee
Subject to Rule 12 6, the MCC Committee shall comprise not less than ten members and not more than fourteen. The MCC Committee shall decide which of its committees should be represented by their chairs on the MCC Committee. After the MCC Committee has so decided it shall be the responsibility of the Nominations committee to decide how many additional persons should be appointed to the MCC Committee up to the maximum number of fourteen provided that the Nominations committee must recommend a sufficient number of persons to ensure that there are at least ten members of the MCC Committee.
RESOLUTION
“That the changes to the Club Rules are made in accordance with the Explanatory Note to Agenda Item 7(B).”
AGENDA ITEM 7(C)
Members will recall that at a Special General Meeting (SGM) held on 15 October 2020, a Nominations committee was established to choose members of the MCC Committee for approval by Members, and make recommendations for the appointment of Members to various senior offices of the Club. As mentioned in the email to Members following the SGM held on 4 March 2024, the MCC Committee is recommending some changes to the composition of the Nominations committee.
Currently, the Nominations committee comprises the Club Chair (who chairs the Nominations committee), a Deputy Chair appointed by the MCC Committee, two members appointed by the MCC Committee and three who are directly elected by Members. The MCC Committee considers that this should be altered so that the majority on the Nominations committee are directly elected by Members. The key proposals are that:
1 . The number of elected members be increased from the current three to four.
2 The MCC Committee appoints three members of the Nominations committee (including the Nominations committee chair).
3. The additional elected member, taking the number of elected members from three to four, be selected by an election by Members after this Annual General Meeting in time to take up office on 1 October 2024
In addition, it is proposed that:
4. The office of Deputy Chair of the Nominations committee, as a formal appointment by the MCC Committee and approved by Members, be removed. Any Deputy Chair will be selected by the Nominations committee from one of its elected members.
5. Members of the Nominations committee shall serve for a maximum of two consecutive three-year terms, with a maximum term of service for all members of the Nominations committee of nine years.
6. For a meeting of the Nominations committee to be quorate there must be four members present, one of whom must be a member who has been appointed by the MCC Committee.
7 If the chair of the Nominations committee is not the Club Chair or the Treasurer, the Committee’s recommended appointment as chair of the Nominations committee will be put to Members for approval at a General Meeting.
8. If the Club Chair is not appointed by the MCC Committee as one of its appointees, then the Club Chair will have the right to attend and speak at meetings of the Nominations committee but not be counted in the quorum or be entitled to vote.
Amendments to the Rules of the Club
To deal with the recommended changes detailed above, Members are asked to support the Resolution, which will have the effect of amending the Club Rules by inserting a new Rule 16A which will come into effect in place of the current Rule 16 at midnight on 30 September 2024. This is provided for in a revised Rule 33 2 (transitional Rule). There will also be the deletion of the reference to the Deputy Chair in Rule 21 3(iii). All these are set out below.
Rule 16A shall be subject to the transitional provisions set out at Rule 33 2
16A.1 The Nominations Committee
The Club shall have a Nominations committee which shall operate pursuant to this Rule 16A.
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16A. 2 Purpose of the Nominations Committee
The Nominations committee shall be responsible for:
(i) choosing for approval by the Club in General Meeting such candidates to serve on the MCC Committee as it considers suitable in accordance with any strategic plans and/or relevant policies of the Club which have been adopted by the MCC Committee, up to the number of vacancies on the MCC Committee;
(ii) assisting, liaising with and advising the MCC Committee on the appointment of such persons whom the MCC Committee is empowered or required to appoint pursuant to these Rules and in particular the appointment of the Club Chair from time to time; and
(iii) such other tasks or responsibilities as are allocated to it, with its agreement, from time to time, by the MCC Committee.
16A. 3 Composition of the Nominations Committee
The Nominations committee shall have seven members. These shall comprise the following persons:
(i) a chair who shall be appointed by the MCC Committee pursuant to Rule 16A.4;
(ii) two further Members who shall be appointed by the MCC Committee; and
(iii) four Members who shall be elected pursuant to Rule 16A. 5
16A.4 Appointment of Chair and Deputy Chair of the Nominations Committee
(i) The chair of the Nominations committee shall be a Full Member willing and eligible to serve. He or she shall be appointed by the MCC Committee but, if not the Club Chair or the Treasurer, shall be subject to approval at a General Meeting either in advance of or next following his or her appointment.
(ii) The members of the Nominations committee may appoint a Deputy Chair from one of the four members elected onto the Nominations committee pursuant to Rule 16A. 5
16A. 5 Elections to the Nominations Committee
Two Members entitled to vote may nominate a Full Member willing and eligible to serve on the Nominations committee on a form provided and in a manner laid down from time to time by the Chief Executive & Secretary. A Member may make only one such nomination in each election. The form shall contain such information as shall be decided by the MCC Committee and shall be signed by the nominating Members and by the nominee, and must be returned to the Chief Executive & Secretary, duly completed, before 10 January (or before such later date as the Chief Executive & Secretary, in his or her absolute discretion, shall decide) in any year in respect of a period of office to commence on 1 October in that year save as provided in Rule 16A.13
16A.6 Nominations Exceed Vacancies
(i) A ballot shall be held if there are more nominations than vacancies.
(ii) There shall be dispatched to each Member entitled to vote a ballot paper on which shall appear the names of all nominated Members, together with a memorandum giving appropriate details of all such Members and such other information and in such format and presentation as the MCC Committee shall from time to time decide (which such nominated Member shall be required to provide). Such ballot papers, after completion, shall be sent to the returning officer appointed by the Chief Executive & Secretary, so as to arrive by the date indicated on the ballot paper.
(iii) Each Member entitled to vote shall have one vote for each vacancy on the Nominations committee but shall not give more than one vote to any one candidate.
(iv) Any ballot papers which do not comply with the conditions or requirements for their completion and return shall be invalid. The MCC Committee shall appoint scrutineers to examine the ballot papers, or what the scrutineers in their absolute discretion deem to be a representative sample of the ballot papers.
(v) In the event of two or more Members receiving an equal number of votes, the Member or Members to be elected shall be decided by lot in a manner prescribed by the President.
16A.7 Vacancies Equal or Exceed Nominations
If there shall be fewer nominations than there are vacancies for membership of the Nominations committee, those validly nominated shall be elected to the Nominations committee. Any remaining vacancies shall be filled by the MCC Committee which shall appoint, with the prior consent of the Member or Members in question, sufficient eligible Members to fill the vacancies, subject to the approval of such appointments at the next General Meeting.
16A.8 Eligibility of those Members to be Elected under Rule 16A. 5
All Full Members of the Club shall be eligible for election pursuant to Rule 16A. 5 to serve on the Nominations committee. Each Member elected to the Nominations committee must be independent in the sense that immediately prior to election and throughout his or her service on the Nominations committee he or she must fulfil the following requirements namely that he or she:
(i) has been or will have been a Member entitled to vote for a period of not less than four years on the date on which his or her election is to take effect;
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(ii) has not served at any time on the MCC Committee or any other committee or sub-committee of the Club (other than on the Nominations committee when he or she is seeking a second term) during the period of four years ending on the date on which his or her election is to take effect; and
(iii) at no time during his or her term is, or becomes, a member of the MCC Committee or any other committee or sub-committee of the Club and if such shall occur, he or she shall forthwith cease to be a member of the Nominations committee and a casual vacancy shall arise.
16A.9 Term of Office
The term of office for each category of member of the Nominations committee shall be as follows:
(i) as regards the four elected members, save as provided in Rule 16A.13(i), a period of three years from 1 October in the year of their election; and
(ii) as regards those appointed by the MCC Committee, save as provided in Rule 16A.13(ii), a period of three years from 1 October in the year of their appointment.
16A.10 Length of Service
No member of the Nominations committee (appointed or elected) shall be entitled to serve more than two consecutive three-year terms. Once he or she has served for two terms, he or she shall no longer be eligible, for a period of not less than four years to serve on the Nominations committee. No Member may serve more than nine years in total as a member of the Nominations committee.
16A.11 Quorum
(i) The quorum for a meeting of the Nominations committee shall be four of its members, at least one of whom must be one of its members appointed by the MCC Committee pursuant to Rule 16A. 3(i) or (ii).
(ii) The Club Chair, if not a member appointed pursuant to Rule 16A. 3(i) or (ii), shall be entitled to attend and speak at meetings of the Nominations committee but, not being a member of the Nominations committee, shall not be entitled to vote, nor to be counted in the quorum.
16A.12 Casual Vacancy
(i) A vacancy amongst any of the elected members of the Nominations committee shall occur only by death, bankruptcy, incapacity, resignation or cessation of membership of the Club, resignation from the Nominations committee, a Resolution passed at a General Meeting by a Special Majority in favour of removing them from office or in the circumstances set out in Rule 16A.8(iii).
(ii) A vacancy amongst any of the appointed members of the Nominations committee shall occur only by death, bankruptcy, incapacity, resignation or cessation of membership of the Club, resignation from the Nominations committee or a Resolution passed by the MCC Committee removing them from office.
(iii) In the event that a casual vacancy occurs then the Nominations committee shall continue to be empowered to carry on its duties and responsibilities whilst the process of filling such casual vacancy is carried out prior to a replacement member being appointed or elected.
16A.13 Filling of Casual Vacancy
(i) Where there is a casual vacancy amongst the elected members of the Nominations committee, the vacancy shall be filled by the Member who received the next highest number of votes (and was not elected) in the ballot in which the Member ceasing to be a member of the Nominations committee was elected. If there is no such person then the vacancy shall be filled by the appointment by the remaining members of the Nominations committee of a Member willing and eligible to serve subject to approval of such appointment at the next General Meeting. Such Member shall retire from the Nominations committee when the person in whose place he or she is appointed would have completed his or her term.
(ii) Where there is a casual vacancy amongst the appointed members of the Nominations committee, the vacancy shall be filled by a Member appointed by the MCC Committee.
Rule 21 3 shall be substituted with the following:
21 3 Transaction of Business
The business to be transacted at the Annual General Meeting shall include the following matters:
(i) to receive the minutes of the previous Annual General Meeting and of any other General Meeting held since that Meeting;
(ii) to adopt the Annual Report and Accounts;
(iii) to approve where required the appointment or re-appointment of
(I) the Trustees of the Club
(II) the Club Chair
(III) the Treasurer
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(IV) the chair of any committee appointed under Rule 17 2(vi) to serve on the MCC Committee
(V) the chair of the Nominations committee
(VI) Members recommended by the Nominations committee to serve on the MCC Committee
(VII) the auditors of the Club;
(iv) to receive the announcement of those Members elected to the Nominations committee;
(v) to consider and, if thought fit, pass any Resolution proposed by the MCC Committee;
(vi) to receive notification and/or a report, when appropriate, of any change made to the Laws of Cricket;
(vii) to receive notification and/or a report, where appropriate, of any amendment of a Rule or part thereof made by the MCC Committee pursuant to Rule 30 2 ;
(viii) to discuss any matter which the MCC Committee wishes to raise;
(ix) to consider and, if thought fit, pass any Resolution on the written requisition of at least 120 Members entitled to vote, provided the requirements of Rule 23 have been fulfilled by 1 February;
(x) to discuss any specific matter raised by twenty or more Members entitled to vote of which written notice has been received by the Chief Executive & Secretary by 1 February, in the form of a document or, if more than one, identical documents, bearing the signatures of such Members, and setting out in no more than 250 words, to the reasonable satisfaction of the MCC Committee, the text of the matter for discussion in order for the general nature of the matter to be summarised on the agenda; and
(xi) to receive the announcement by the President of his or her successor.
The Notice of the Annual General Meeting to be sent to Members may include a list of some or all of the names and respective years of election of those Members who signed the form or forms referred to in Rule 21 3(x).
Rule 33 2 shall be substituted with the following:
33 . 2 Rule 16 and Rule 16A Rule 16A shall be subject to the following transitional provisions:
(i) Notwithstanding the provisions of Rule 16 9(ii) regarding the Members who were the first to be elected to serve on the Nominations committee namely at the Annual General Meeting held in 2021, the Member who came first in the poll shall serve a term from the date of such Annual General Meeting until 30 September 2024
(ii) Until midnight on 30 September 2024 Rule 16A shall not be in force or have any effect.
(iii) As from midnight on 30 September 2024 Rule 16 as then in force shall be deleted and shall be substituted by Rule 16A which shall at that time be renumbered as Rule 16
(iv) The 10 January deadline set out in Rule 16 5 shall be extended (as the MCC Committee determines) to allow for the election of the fourth elected member to the Nominations committee in advance of 1 October 2024.
(v) Any approval by the Members of the appointment of the chair of the Nominations committee prior to midnight on 30 September 2024 shall be treated as an approval of the chair of the Nominations committee for the purposes of Rule 16A.4(i).
RESOLUTION
“That the changes to Rule 16 21 3(iii) and 33 2 of the Club Rules are made in accordance with the Explanatory Note to Agenda Item 7(C).”
AGENDA ITEM 7(D)
An explanation of the proposed project is contained in the accompanying document, entitled “Redevelopment of the Tavern and Allen stands”. As noted in the letter and email from the Chief Executive & Secretary that accompanies the AGM papers, the project remains subject to Grant of Planning by Westminster City Council, with a decision expected on Tuesday 16 April. Members will be advised of the planning outcome by email as soon as practicable after that date.
A new Allen Stand and a redeveloped Tavern Stand, each of which will continue to form part of the Members’ Friends’ Enclosures, will enhance our match-day offering to Members and guests. Improved catering and hospitality facilities include pitch-facing bars at all levels as well as an additional 1,100 seats. The installation of lifts in both stands and seating provision for disabled spectators will also improve accessibility significantly.
The proposals include the removal of the bridge linking the Grade II*-Listed Pavilion to the Allen Stand, with a new structure installed instead connecting the Members’ Bar on the top floor of the Pavilion with the seating and facilities on the second floor of the new Allen Stand. The Pavilion’s terracotta façade will be reinstated in the area vacated by the existing bridge. In addition, it should be noted that the proposed changes to the streetscape along St. John’s Wood Road will result in the sympathetic reconfiguration of the boundary wall as it meets the Grade II-Listed Grace Gates. Listed Building Consent for these changes has been requested as part of the Club’s overall Planning Application.
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The project will also necessitate special arrangements to be in place for the 2025 and 2026 cricket seasons, mirroring those in place during construction of the Warner Stand.
For the 2025 cricket season there will be a temporary Allen Stand with all the existing seating in the Tavern Stand made available. A temporary scoreboard will also be erected. By the 2026 cricket season, the permanent seating will have been installed in both stands (with the exception of the Tavern Stand hospitality areas, which will not be available) and the existing scoreboard reinstated. During both summers, temporary catering facilities and washrooms will be provided nearby.
Finally, it should be noted that Ground ingress and egress is likely to be affected throughout the construction period. We anticipate Members being able to access the Ground through the Grace Gates as normal for major matches in 2025 and 2026, but at other times, Members may be diverted to enter the Ground via No. 6 Gate on Grove End Road.
RESOLUTION
“That the redevelopment of the Tavern and Allen stands be approved and carried out substantially in accordance with the document entitled Redevelopment of the Tavern and Allen Stands and in accordance with the Explanatory Note to Agenda Item 7(D).”
AGENDA ITEM 8(A)
In accordance with Rule 16 9, A.S. Lowenthal is due to retire as Deputy Chair of the Nominations committee on 30 September 2024 and, having served three years only, is eligible for re-appointment. There is a Resolution put to Members on the agenda (agenda item 7 (c)) seeking to make changes to the constitution and composition of the Nominations committee. The Resolution, amongst other matters, abolishes the requirement that the Deputy Chair of the Nominations committee is appointed and approved by Members. If such Resolution is passed, then that requirement will cease to be one specified under the Club Rules as of midnight on 30 September 2024. The approval of the appointment of the Deputy Chair will no longer be required. If the Resolution fails, then the MCC Committee recommends the re-appointment of A.S. Lowenthal as Deputy Chair of the Nominations committee for a period not exceeding three years with effect from 1 October 2024
Andrew Lowenthal, a Member of the Club since 1993, has served as Deputy Chair of the Nominations committee since the 2021 Annual General Meeting. He had previously served on the Tennis and Squash sub-committee. He is an advisor at Manchester Square Partners (since 2016) and a Trustee of the charity Greenhouse Sports (since 2016), where he also chairs the Nominations Committee, Remuneration Committee and Finance, Audit and Risk Committee. He was previously a partner at Egon Zehnder from 1989 to 2015 and is a former Chair of the Queen’s Club (2019-2022).
The re-appointment of A.S. Lowenthal is subject to approval by Members.
AGENDA ITEM 8(B)
There is a Resolution put to Members on the agenda seeking to make changes to the constitution and composition of the Nominations committee. The Resolution, amongst other matters, provides for the MCC Committee as from 1 October 2024 to appoint the chair of the Nominations committee and if that appointment is not either of the Club Chair or the Treasurer, then the appointment is required to be put to Members for approval. The MCC Committee has appointed the current Deputy Chair Andrew Lowenthal as chair of the Nominations committee having been impressed by his work and efforts whilst serving as Deputy Chair. The MCC Committee accordingly recommends the appointment of A.S. Lowenthal as chair of the Nominations committee for a period not exceeding three years with effect from 1 October 2024
Andrew Lowenthal, a Member of the Club since 1993, has served as Deputy Chair of the Nominations committee since the 2021 Annual General Meeting. He had previously served on the Tennis and Squash sub-committee. He is an advisor at Manchester Square Partners (since 2016) and a Trustee of the charity Greenhouse Sports (since 2016), where he also chairs the Nominations Committee, Remuneration Committee and Finance, Audit and Risk Committee. He was previously a partner at Egon Zehnder from 1989 to 2015 and is a former Chair of the Queen’s Club (2019-2022).
The appointment of A.S. Lowenthal is subject to approval by Members.
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AGENDA ITEM 9(A) – THE MATTER OF “CLUB GOVERNANCE”
When the substantial changes were made to the Committee and the appointment of officers of the Club, in 2020, particularly through a newly formed Nominations committee, the Committee undertook to keep the new arrangements under review. The Committee considers that the changes have been a success and have generally worked well in streamlining the decision making and the general governance structure of the Club. As was envisaged, however, there are further improvements which the Committee believes would be advantageous for the Club. Areas which it has been concentrating on have included the composition of the Nominations committee itself and of the Membership and General Purposes committee. Changes to the Nominations committee are the subject of a Resolution for a Rule change (see Agenda item 7 (c)).
The Committee is proposing that four places on the Membership and General Purposes committee should be the subject of election from the Full Membership of the Club. This will not require any Rule change, but the Committee proposes to deal with the mechanics of such an election by a Club Regulation.
For this item on the Agenda, the President will commence a debate on these matters and indeed any related governance issues.
AGENDA ITEM 9(B) – THE MATTER OF “FRANCHISE CRICKET”
It is evident that 2024 will be a defining summer for domestic cricket in England, with major decisions to be made both within the Club and across the game. Following consultation involving ECB and the first-class counties, it is likely that MCC will be invited to take ownership of London Spirit, or a similar Lord’s-based franchise.
While the final outcome of these deliberations and discussions remains unknown, it appears likely that MCC, as owners of Lord’s (a current host venue of The Hundred), will be gifted a 51% equity stake in London Spirit, and that ECB would divest the remaining 49% to generate new revenues for the game.
The Club embarked upon a period of consultation with Members with an online Members’ Informal Meeting in December 2023 and issued a video with Mark Nicholas (MCC President), Guy Lavender (Chief Executive & Secretary) and Simon Hughes (MCC Member and broadcaster) in the Spring, aimed at providing an overview of the topic. All Members were invited to provide their thoughts on franchise cricket and the current prospect of MCC taking ownership of a franchise. A dedicated webpage with all information related to the consultation is available to Members at lords.org/franchisecricket
AGENDA ITEM 10 – THE MATTER OF “DISCIPLINARY HEARINGS – RECORDINGS AND TRANSCRIPTS”
The agenda includes a Matter of which written notice has been given by P.J.G. Aldous MP, P.D.M. Ashton, P.C. Banham, E.W. Collier, P.E.M. Graber, M.W. Hall, The Hon. F. Harris, P. Hart, J.P. Hegarty, R.I.E. Knight, P.D. Logue, I.J. McDermott, M.E. Milton, M. Morgan, G.R. Olson, Dr. R.B. Packard, J.E. Teather, C.D.M. Tooley, S.A. Vize, N.H.C. Ward, Dr. A.R.H. Warley and C. Waterman.
The full text of their matter for discussion is reproduced verbatim below:
“To improve the operation of the disciplinary procedure by, inter alia, making provision for Disciplinary Hearings to be recorded and transcribed by MCC, thereby providing any Appeal Panel with full information.”
AGENDA ITEM 12
Under the Rules of the Club, the President is obliged to nominate their successor at the AGM.
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NOTES ON VOTING AND PROCEDURE
The MCC Committee has decided to arrange for both electronic and postal voting to take place on all items of business on the agenda which require a vote at the Annual General Meeting, to ensure that all Members are able to exercise their votes without having to be present in person at the Meeting.
1. Methods of Voting
You may vote:
(i) electronically – logging into www.cesvotes.com/mccagm, or
(ii) by post – completing and returning the Postal Voting Form by use of the enclosed reply-paid envelope, or
(iii) in person – at the Annual General Meeting, (in each case in accordance with the instructions on the voting site, provided at the Meeting or printed on the Postal Voting Form.) Each Full or Senior Member is entitled to exercise only one vote, irrespective of the method used. In the event that a Member submits a Postal Voting Form or an in-person voting paper and an electronic vote, only the first received vote will be counted.
2. Voting Electronically
To vote electronically, please visit www.cesvotes.com/mccagm and log in using the unique security codes issued to you by email or post, then follow the instructions on the voting site. Electronic voting opens when the AGM documents have been sent and closes at 12 noon on Wednesday 8 May 2024 . Votes submitted electronically may not subsequently be withdrawn or amended.
3. Voting by Post
To vote by post using the Postal Voting Form, please mark an “X” under either “FOR” or “AGAINST” on the relevant items. The Postal Voting Form should then be returned in accordance with the instructions printed on the form so as to be received by Civica Election Services no later than 12 noon on Wednesday 8 May 2024. No postage stamp need be affixed. Please do not enclose any other communication with your Postal Voting Form.
Votes submitted by the completion and return of a Postal Voting Form may not subsequently be withdrawn or amended. Completed Postal Voting Forms may be lodged at the venue of the Meeting immediately prior to its commencement, and these will be counted in the postal votes. Mutilated or defaced Postal Voting Forms may be exchanged, and lost or stolen Postal Voting Forms may, at the discretion of the Chief Executive & Secretary, be replaced, in each case on written application to him (via the email address memberquestions@mcc.org.uk) no later than 09 00 on Wednesday 24 April 2024
4. Voting In Person
Voting in person on the items of business which require a vote will be by use of the voting paper issued at the entrance to the Meeting. It should be noted that appropriate checks will be made by staff at the registration desks to ensure that voting papers are not issued to any Member who has submitted votes electronically.
5. Attendance at the AGM
Only Full and Senior Members may attend and vote. In-person admission to the Annual General Meeting will be only on production of a valid 2024 membership pass. Please visit the Club’s website at www.lords.org/agm for details of how to attend the Meeting online.
Full and Senior Members may attend the Meeting even if they have submitted votes electronically or by post. This document is being sent to Associate Members for information only. They are not entitled under the Rules of the Club to attend General Meetings or to vote.
6. Required Majorities
The affirmative vote of a majority of total votes cast by Members who (being entitled to do so) vote, whether electronically or by the completion and return of the in-person voting paper or Postal Voting Form, is required for Agenda Items 4, 5(a) to 5(d) (inclusive) and 8(a) and 8(b) to be passed at the Annual General Meeting under Club Rule 24 7. Agenda Items 7(a) to 7(d) (inclusive) (each pursuant to Club Rule 30 1) require a vote in favour of not less than two-thirds of the votes cast by Members to be passed under Club Rule 24 7
7. Voting Regulations
Voting, and the casting of votes, at the Annual General Meeting on all items of business which require a vote shall be conducted in accordance with Regulations made by the MCC Committee under Club Rule 25. A copy of the Electronic and Postal Voting Regulations is posted on the Club’s website www.lords.org/member-regulations You may also obtain a copy of the Regulations on application to the office of the Chief Executive & Secretary (via the email address memberquestions@mcc.org.uk).
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