EGM Minutes

EGM Minutes


MINUTES OF THE EMERGENCY GENERAL MEETING (the “EGM”) OF THE RIO CENTRE (DALSTON) LIMITED (the “Rio”), COMPANY NUMBER 1409166, REGISTERED CHARITY NUMBER 277415

Date:                        Sun 09 August 2020

Time:                        11:00

Location:                Rio Cinema, 107 Kingsland High Street, London, E8 2PB + Video Conference

Directors Present:        Director                George Binette (GB) – Deputy Chair & Minutes

                       Director                Anna Clark (AC) – Treasurer

Director                Fiona Johnston (FJ)

Director                Ranjit Singh Ruprai (RSR) – Chair

Staff In Attendance:        Executive Director                        Oliver Meek (OM)

                       Marketing & Development Manager        Andrew Woodyatt (AW)

Apologies:                Company Secretary                        Patrick Lyons (PL)



Minutes

Topic

Notes

  1. Attendance
  • Meeting determined to be quorate
  • In addition to Directors and Senior Staff:
    • 24 Members present in person
    • 44 Members present via Video Conference
    • 115 validated proxy votes cast by 06 August 2020 deadline


  1. Welcome
  • RSR welcomed Members to the EGM and briefly introduced new trustees


  1. Update from Executive Director
  • RSR requested OM to provide an executive update on the current financial situation of the Rio and recent trial re-opening
  • OM provided a detailed update
    • Thanks given to Members for attending in person and via Video Conference
    • Thanks given to Members for the extraordinary show of support for the Rio during the months of lockdown
    • The Rio closed on 17 March 2020 and officially reopened on 07 August 2020 with an evening screening of the film Summerland
    • The box office success of the film Parasite earlier in the year provided the Rio with a pre-lockdown boost
    • The provisional accounts for the period from March to July 2020 were projected on to the screen
    • The accounts confirmed that the Rio was actually operating a surplus for the period of closure due to a combination of factors:
      • New memberships
      • Generous donations from individuals
      • Online fundraising via a GoFundMe campaign
      • £25,000 through Hackney Council grant
      • Approximately £9,000 from a BFI grant
      • Government furlough scheme
    • OM and the part-time Finance Director were not furloughed, but took voluntary salary cuts
    • According to a contact at the BFI, the Rio might well be the only cinema in Britain turning a profit during lockdown
    • Other revenue streams are also re-opening, including:
      • Music video shoots
      • Advert film shoot
      • Private bookings
    • OM will now start to work on securing further funding, e.g.:
      • BFI grant up to £10,000 for PPE costs and other emergency measures
      • BFI grant up to £200,000 towards other restart investment (the Rio’s application likely to be for between £30,000-£50,000)


  1. Introduction of New Trustees
  • RSR requested all new trustees present, including himself, provide a short background of their experience and connection to the Rio
  • RSR, GB, AC & FJ each introduced themselves, outlining their historic relationships with the Rio and aspects of their experiences and skills that they felt would contribute to the Board going forward


  1. Change in Governance
  • RSR reminded Members of the reason why the EGM was called
  • The previous Board had resigned prior to being questioned by Members at this meeting and had appointed 4 new interim trustees as proposed by Members until such time that an election could be held
  • Prior to proceeding with the election and main business of the agenda, RSR offered to have an extended Q&A lasting 30 minutes to allow enough Members to ask about this change in governance as well as any other topics


  1. Q&A
  • Just over 30 minutes of Q&A took place alternating between Members in the cinema and Members on Video Conference
  • All questioners were allowed 1 question and 1 optional follow-up
  • A wide range of topics were discussed, including:
    • Ticket prices:
      • No plans to increase in short term and the Rio benefiting from 15 percentage point cut in VAT
    • Masks:
      • Clarification on regulations for staff and audience
    • Staff retention:
      • While we do not have clarity yet on the future, the Board’s intention is to keep every member of staff employed at the Rio
      • The Board cannot guarantee this given the possibility of further challenges from the international pandemic, but it is a top priority of the Board and the senior management
    • Wide support for fresh approach:
      • Key difference in approach between old and new Board with regards to financial modelling is that the new approach is more positive and creative about the Rio’s ability to generate income during full and partial lockdown
      • Furloughing all senior staff and letting many other staff go would have jeopardised the organization's ability to generate income from fundraising, private bookings, online streaming, grant applications, pursuing legal action against the insurer as well as hampering efforts to prepare for re-opening
      • GB noted that the new Board has received a letter of support from the Mayor of Hackney; this is a positive sign of the Council’s strong support of the Rio’s charitable and cultural mission
    • Some defence of old approach:
      • Former trustee Merel Reinink clarified that the main driver behind mass resignation was not to avoid scrutiny at the EGM, but due to the stress of feeling targeted by the Save The Rio campaign and the need for the Rio to move on quickly
      • RSR made it clear that he did not agree entirely with the approach of the Save The Rio campaign and some of its campaign messages and could not speak on behalf of those that ran it
      • Despite misgivings with some aspects of the campaign, the new trustees had felt it was right to stand in solidarity with the Staff and substantial number of Members campaigning by volunteering their experience should the need arise
      • The substantive claims of the campaign regarding staff reduction and external operators are now corroborated by the minutes for previous Board meetings
    • Closure of recent change in governance
      • Former trustee Merel Reinink asked why a previous offer of a handover with the Save The Rio campaign was rejected
      • RSR noted that the four interim trustees were too peripheral to the campaign to be involved in any negotiation or decisions regarding the old Board but offered to take Merel Reinink’s contact details so this issue could be closed outside the EGM
      • Members suggested a statement from the new Board in due course will also help to draw this discussion to a close
    • Question raised about PL’s involvement in registration of other company or companies using the Rio’s address
      • OM explained this was due to an earlier project to outreach Rio to a second location
      • PL is not present so RSR will raise this at the next Board Meeting and request an explanation


  1. Resolutions
  • Invitation to Members of the Rio to nominate themselves or others to stand as Directors
    • 5 responses received:
      • Anthony Andrews
      • Teanne Andrews
      • Sarah Chorley
      • Rod Kirwan
      • Selina Robertson


  • Should any Members wish to stand for election as a Director, introduction of such candidates
    • 5 introductions took place:
      • Anthony & Teanne Andrews: founders of We Are Parable who organize cinematic events that focus on creating unique experiences for Black audiences
      • Sarah Chorley: former Festival Director at London Short Film Festival
      • Rod Kirwan: Hackney resident and lawyer specialising in technology, digital media and communications
      • Selina Robertson (via Video Conference): formerly at the BFI and The Film Council; currently part time at the ICO; she co-founded Club des Femmes, a queer feminist film collective; she is researching a practice-led PhD (Birkbeck) on the feminist and LGBTQ film histories at the Rio in the 1980s


  • Consideration of the following resolutions and, if deemed proper, adoption of such resolutions:
    • (a) T H A T  Caroline Sarah Bolam, Suzana Olga Bottino Boavida, Andrew Peter Brooke, Paul Andrew Broughton, Nicholas Ransley, Billy Reading, Anne Merel Reinink and any other person appointed by the directors of the Company as a director in the period beginning on the date that the Request to convene this General Meeting of the Company was delivered each be removed from their offices as directors of the Company with immediate effect, it being noted that the named persons have already resigned their offices; ADOPTED with a clear majority in favour both in cinema and via Video Conference in addition to proxy votes
    • (b) T H A T  George Binette, be retained as a Director of the Company with immediate effect; ADOPTED with a clear majority in favour both in cinema and via Video Conference in addition to proxy votes
    • (c) T H A T  Anna Clark be retained as a Director of the Company with immediate effect; ADOPTED with a clear majority in favour both in cinema and via Video Conference in addition to proxy votes
    • (d) T H A T  Fiona Johnston be retained as a Director of the Company with immediate effect; ADOPTED with a clear majority in favour both in cinema and via Video Conference in addition to proxy votes
    • (e) T H A T Ranjit Singh Ruprai be retained as a Director of the Company with immediate effect; ADOPTED with a clear majority in favour both in cinema and via Video Conference in addition to proxy votes
    • (f) T H A T as many as five further individuals may be elected as Directors of the Company at this EGM; ADOPTED (see below)



  • Consideration of resolutions that may be proposed by Members regarding further candidates to be elected as Directors of the Company with immediate effect:
    • (a) T H A T  Anthony Andrews, Teanne Andrews, Sarah Chorley, Rod Kirwan & Selina Robertson be appointed Directors of the Company at this EGM; ADOPTED with a clear majority in favour both in cinema and via Video Conference


  • Consideration of any further resolutions that may be proposed by Members:
    • There were no formal resolutions proposed, but two suggestions were made by Members and the Board agreed for them to be tabled for consideration by Directors at the next Board Meeting:
    • (a) new Board to issue statement to all Members in due course
    • (b) new Board to consider old Board’s offer of a handover meeting


  1. Close
  • There being no further business, RSR once again thanked Members for their generous support and donations and the meeting was closed