24th November 2023
It would be entirely reasonable for MCC Members to take on trust, that in return for paying a generous Annual Subscription, the valuable Club assets and their rights and privileges would be prudently managed and administered in their best interests. Naturally they assume their Royal Charter Corporation is a model of good governance, best practice and democracy. They may be surprised or even shocked that all three fundamentals are missing and consider it a breach of trust.
On 12 December 2012 a Royal Charter was granted to MCC that ought to have been accompanied by significant changes in structure and governance. Nothing significant has changed since but worse still Member rights and privileges have been seriously infringed. None more so than freedom of speech and a right to call an SGM in the absence of censorship or at the AGM to question freely, the Committee management and the Club Executive without let or hindrance. Not to be allowed to do so is an abuse of power and a betrayal of democracy.
For a particular example the correspondence below is evidence in respect of what I believe to be the unlawful use of the Postal Ballot. It also raises the issue of the difference between Club Rules and Regulations. The 2023 Regulations Booklet includes 6 Postal Ballot pages for the first time ever and been implemented without Member consultation or approval.
Leading Counsel Sir Tom Morrison QC warned of the dangers of the MCC Committee abusing the use of the Postal Ballot in 1987 (which the Committee did). The adjourned AGM was never re-convened and a Postal Ballot was introduced to support a Committee Special Resolution in the absence of any prior discussion or Member authority. Indeed a properly requisitioned SGM by 180 Members was refused by the Committee!
After another adjourned AGM, Counsel James Findlay QC stated clearly in his Opinion of 1999 the Committee had abused the Postal Ballot process at the re-convened AGM which he considered unlawful. James Findlay has stated also in his Opinion the use of the Postal Ballot for ordinary business items on the AGM Agenda in contrast to AGM Agenda Resolutions is ultra vires.
The correspondence below is in respect of what I believe is the unlawful use of the Postal Ballot yet again. It also raises the issue of the difference between Club Rules and Regulations. The 2023 Regulations Booklet includes 6 Postal Ballot pages for the first time ever and been implemented without Member consultation or approval.
Leading Counsel Sir Tom Morrison QC warned of the dangers of the MCC Committee abusing the use of the Postal Ballot in 1987 (which the Committee did). The adjourned AGM was never re-convened and a Postal Ballot was introduced to support a Committee Special Resolution in the absence of any prior discussion.
Counsel James Findlay QC stated clearly in his Opinion of 1999 the Committee had abused the Postal Ballot process at the re-convened AGM.
It is not a question solely of lawfulness but also a matter of common-sense. Every schoolboy knows that there is little point in answering a question concerning a geometry theorem in the absence of certain conditions- a)Required to prove statement b) Given evidence c) Proof and QED. In responding to a General Meeting Agenda Item before any Meeting has been convened is nonsense – nothing can be “Given” in advance as a part (b) requirement for Member approval and c ) no proof exists BEFORE any GM is convened and discussion omitted . Proxy Voting is the only acceptable method for remote voting arrangements in the absence of any properly convened GM being called and the Agenda Items formally approved by thoser present . Remote voting should only be allowed with the knowledge of the recorded Minutes and the votes of those present.
The MCC Annual Report and Accounts of 2017 were signed off on 21st March 2018 and certified by the Auditors as being for the year ended 31st December 2016. No reprint was ordered but the Postal Ballot approved the incorrect version with 99.5 % of the votes.
In 2009 an SGM was held to approve floodlighting before Westminster Council had granted planning consents. The Minutes record “Dr N J Knott questioned the legality of the Postal Ballot, voting forms having been sent to Members before any planning decision had been given by Westminster Council and he asked the Club Chairman why Proxy Voting was not used. The Club Chairman responded that although he could see the merit in proxy voting, not all Committee members shared his view”.How about consulting the Members?
14th August 2023
Dear Dr Knott,
Thank you for your emails to Holly and the Club Chair. I have discussed my reply to you, with them.
Firstly, I do apologise for taking some time to respond. As I am sure you are aware, it is a busy time of the year with the season in full swing.
In regard to your concerns around the use of postal voting, these were properly dealt with at the Club’s AGM, including an explanation from Anthony Turner from Farrer’s. None of us believe there has been any legal breach, or non-compliance with the Club Rules and on that basis, we are not prepared to invest further staff activity, or commission additional legal work, in exploring this matter.
Thank you again for taking the trouble to write.
CEO and Secretary MCC
To:- Assistant Secretary (Legal) 15th August 2023
There seems to be a misunderstanding here as I have no authority to issue you with instructions.
However, is my belief you have a duty of care as an employee of MCC and a Lawyer Registered with the SRA to ensure compliance with MCC Royal Charter Article 12. As an MCC Member I am entitled and indeed bound to report any actions “contrary to the Laws and Statutes of Our Realm”.
It does not require a Lawyer to determine that a vote registered before any General Meeting has been convened by the Chairman, and Agenda Items put to a vote, is ultra vires. Remote votes on Agenda Resolutions can only be validated lawfully when submitted via a named Proxy attending the Meeting.
2023 AGM Agenda Item 5 c) therefore remains outstanding and the re-appointment of KPMG unauthorised by the Members attending the AGM in person.
Please address this matter properly by taking a Learned Counsel’s Opinion.
16th August 2023
Thank you for your email.
Apart from the fact that I do not believe that there has been a breach of law, I am afraid that you have misunderstood my role at MCC. Rule 3.1 of the Code of Conduct is relevant. As an in-house lawyer at the Club, I have one client and that is the entity that employs me, Marylebone Cricket Club. Hence I can only take instructions from some one properly authorised to provide instructions, ultimately the Chief Executive & Secretary, and not from each individual Member.
Kind regards. Holly
15th August 2023
I contacted you via e-mail on 7 August in your capacity as the MCC Law Officer (Assistant Secretary Legal).
Unfortunately, I have not had an acknowledgement from you as the Club Secretary seems to have taken the matter out of your hands.
The issue I have raised concerns the lack of due legal process at the 2023 AGM and as a Lawyer Registered with the SRA No 143710 I expect you to ensure the SRA Principles of Legal Practice are in place at any General Meeting.
In particular, working for the MCC as a Royal Charter Company, endows particular responsibilities in your duties in respect of SRA Principles 1,2 and 3.
I have brought to your attention, what in my opinion was a breach of the Rule of Law at this year’s MCC AGM where Agenda Item 5 c) was approved unlawfully. Indeed this Item was not the only one on the Agenda to be subject to an unlawful process of remote Member approval. How can any MCC Ballot be lawful that is subject to a remote voting process that is in place before any AGM has been lawfully convened and the Agenda Items discussed? In other words the sovereignty of votes at AGM has been removed and in the terms of our Royal Charter Articles, these actions are repugnant.
It would be appreciated if you give this important matter your personal attention please. With great respect this is not a matter for Mr Lavender, who I believe is not a Lawyer, to summarily dismiss.
I conclude by reminding you of the Counsel’s Opinion (James Findlay) supporting my challenge to the Club Rules on Postal Voting in 1999.
Nigel Knott (Dr.) Member No.27839
To Farrer & Co
4 May 2023
Dear Anthony Turner,
I am sorry to learn of Holly’s unfortunate accident and so I am responding to your request to provide substance to my criticism of the Club Rules and my Point of Order made at the recent MCC AGM.
The history of our Club Rules and their evolution is of fundamental significance. Their spirit has taken on a noticeable disabling effect on democracy and Member rights at Lord’s within the last two decades. The grant of our Royal Charter in 2012 should be considered a golden opportunity to halt the decline of the democratic process by empowering MCC Members to determine and deliver pre-eminent governance at Lord’s.
On 30th January 2004 the MCC Committee circulated a Memorandum Document concerning “Proposed Revisions of the MCC Rules”.
43 Members were sent a draft copy of the New Rules for comment. A revised edition was presented for approval at the AGM of 5th May 2004 and was included at Agenda Item 5 to replace the existing Rule Booklet of 2004.
In the AGM Explanatory Notes, the MCC Committee deemed all Items of business “being of sufficient importance to justify the use of Postal Voting”. This despite the Rule21.4 (a) of January 2004 being extant “At the AGM the following ordinary business shall be transacted” and further qualified by Rule 23.1 (Proceedings at General Meetings) “All business shall be deemed special that is transacted at a Special General Meeting and also all business that is transacted at an AGM with the exception of any ordinary business”. Therefore the introduction by the Committee of a Postal Vote for all ordinary business Agenda Items at the 2004 AGM was ultra vires.
Furthermore, the New Rule Booklet of 1st October 2004 removes the word “ordinary” from the business items to be transacted at AGM (Rule 19.3) and by implication makes all AGM business extraordinary or special, being accompanied by a Postal Ballot requirement. All Club Rule changes since 1866 have required mandatory Member approval at SGM. Rule 28 of the revised Rules of 1st October 2004 confirms this necessity.
The following introduction to the New Rule Booklet is published inside the front cover – “A Resolution to adopt these Rules shall be considered and, if thought fit, passed at the 217th AGM of MCC, to be held at Lord’s on Wednesday 5th May 2004. Subject to Rule 30, these Rules, if approved will come into force on 1st October 2004”. No Member approval of this revised Rule Booklet 2004 has ever been approved by MCC Members at SGM.
In our discussion following the AGM I showed you evidence of my Counsel’s Opinion regarding the Chairman’s role at AGM cited by Megarry J in John-v-Rees (1970) Chancery 345 and the fact “There is nothing in the MCC Rules to suggest that the Committee members are not subject to the control of MCC Members in General Meeting. The Committee should be considered as agent for the Club”. Hence my Point of Order emphasising the sovereign powers of MCC Members attending an AGM, enabling Members if necessary, to reject the use of a Postal Ballot for the Ordinary Business Agenda Items listed at the 236th MCC AGM, but denied unlawfully by the Chief Executive MCC and the chairman of the Meeting.
This evidence is the basis of my challenge to the AGM ordinary business Agenda Items being treated as special business last Wednesday. The refusal to allow those of us Members present at AGM to respond, by exercising our right to remove the Committee influence of employing special Postal Voting procedures if deemed unlawful, amounts to an unacceptable abuse of power. This conflict with Royal Charter Article 12 by introducing unlawful process at AGM is “repugnant or contrary to the Laws and Statutes of this Our Realm.” I am entitled to enjoy the rights of a natural person who expects natural justice to be administered by the MCC Committee at all times at any General Meeting of MCC.
Whilst I recognise your employment by MCC is as a Consultant Advisor, I believe your presence at the MCC AGM as a Law Officer brings an implicit duty to exercise your influence in the decision-making process. If you feel I have introduced a Conflict of Interest, the Chief Executive MCC will no doubt refer this important matter for formal investigation.
Nigel Knott (Dr.)
I would appreciate your attention please, as I am concerned by the rather cavalier approach to my Member services.
This latest incident concerns a breach of GDPR Regulation.
On 6 February 2023 I requested a staff member to ensure that MCC contacts with me included offline postage of MCC business communications as electronic communications from MCC and their security remain uncertain.
My ISP has state of the art security screening in place and MCC is not a trusted source of e-mails!
On 1 March I received an e-mail stating “I write to remind you” which seems to redefine the meaning of “write” as published at Rule 4.4 as my Subscription is overdue. My telephone calls remain unanswered in a long queue and so does my latest e-mail because “we are experiencing an extremely high level of correspondence”.
This latest incident seems to breach both the GDPR and the Club Rules in a) failing to ensure the Club has registered my chosen preference(s) for my preferred method(s) of communication and b) failing to observe the Club Rules.
To add insult to injury, I have attempted to make an Annual Subscription payment online and I am informed that I have to agree to the T&M’s of website use which includes the Club retention of my Credit Card details AND a mandatory penalty of £77.
On February 7 2023 an IT Meeting was held at Lord’s which records a truly shocking state of the MCC IT services.
I note “On the basis that every Member is equal, then the Club needs to ensure that no Member is “left behind” or disadvantaged by not being online”…….However, “there is still much to do”.
I would be grateful if you would investigate this unhappy situation please.
Thank you, Have a good w/e.