From: Mike Wootten <ej77@dial.pipex.com>
Date: Thu, 22 Jan 1998 11:29:21 GMT
Fwd Date: Fri, 22 Jan 1999 16:00:53 -0500
Subject: BUFORA Watch - The Wall of Silence


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BUFORA WATCH - The Wall of Silence
--------------------------------------------

As BUFORA has now become a shadow of its former self with no
direction or drive, some active members have been asking the
BUFORA Council some simple questions relating to what is
perceived to be a wholesale mismanagement of an Association that
they have a legal share in.

For some time now these qiestions have been asked and asked
again will little or no reply; highlighting the contempt the
BUFORA Council have for its membership.

Active member, John Heptonstall is one who has been asking some
serious questions. What follows is his reply to a long awaited
set of answers form Council. Their answers are masterpiece of
spin doctoring that a politician would be proud of.

Thank to John Heptonstall for giving us full permission to
publish what follows.


----------------------------------------------------------------------

 Hello Arnold

Thanks for your letter dated 14th January 1999 re. above. I note
the initial statement -

"Quoting from the minutes 'Council are adamant that all
requirements of the Company's Act, and BUFORA Articles have been
met' also John Spencer informed the Council that 'John H. had
not accepted his offer to discuss the accounts in detail'".

I am glad that Council is adamant that all requirements of the
Company's Act and BUFORA Articles have been met - I am not sure
that is completely true but it is important that there was no
MENS REA.

As for John S., I made it clear that I expected, quite
naturally, answers to the particular questions which I posed in
a BUFORA members forum e-mail. I had no intention of travelling
to London to discuss the accounts nor desire to 'discuss the
accounts in detail' in private, my questions did not require
secret or restricted answers and there were a number of other
members who required the same information. I therefore declined
John's offer on those specific grounds and used e-mail to seek
answers. I have STILL not received clarification of those
important points. I think that could be construed an offence
under the Companies Act 1985, s238/239.

I will, for the benefit of those who awaited the outcome of my
questionnaire, take your answers (A) by section and append my
original question (Q) for those who do not have them to hand:-


Q. 1. What does 'administration costs' cover in accounts for
years ending August 1996 and 1997?

   2. Does Council think that 'administration costs', which were
about 140% of income in year ending 1997, were excessive? If so
what has Council done to reduce this tendency seen in years 1996
and 1997 for 1998 or were 'admin. costs' again excessive for
year ending 1998?

   4. Cost of 'events' in 1996 totalled =A323.539.00, how much of
this was spent on National Events and how much on the 'London
meetings'?

   5. Cost of 'events' in 1997 was =A39,044.00, how much for
National

and how much for 'London' meetings?

   6. The actions of Council during 1997 led to BUFORA making a
loss of =A378.00 compared to a healthy profit of =A316,374.00 the
year before. Does this suggest that Council did not manage
members' fees adequately, and if so what decisions led to the
poor figures of 1997?

A. "1,2,4,5,6/ Would have been covered if you had accepted John
Spencer's offer of a meeting."


Now I don't want to sound awkward, but that appears to be a
major cop- out; it neither answers my questions nor provides
reasonable information. This implies that my questions were
either not asked of COUNCIL to whom they were addressed or that
Council have failed, and are still failing, in their duty to
answer them.

Under the Company's Act those questions are quite reasonable and
are required to be answered.

Q. 3. Does Council support the view that the majority of
members' fees should be spent on Research and Investigation of
the UFO phenomenon within BUFORA?

A. " 3/ The Association provides a framework wherein individual
researchers and investigators may pursue their interests and
publish their findings ".

Does this answer mean that Council DOES NOT support the view
that the majority of members' fees should be spent on R&I? -
again I do not appear to have been answered directly, more
avoidance?

Q. 7. Can I be supplied with a copy of the year ending August
1998 accounts now please?

A. "7/ Not before the accounts are released to the membership."

Now, at the time of writing that would have been a perfectly
reasonable answer but it is now January 19th 1999 AND I STILL
HAVE NOT BEEN GIVEN A COPY OF THE ACCOUNTS contrary to the
Company's Act (CA 1985 s239).

Q. 8. The accounting procedures for 1997 and beyond were
affected by the transfer of responsibility for accounts to newly
appointed persons and companies in 1998, Bob Digby was appointed
BUFORA Treasurer, BUFORA Accountants were also changed. Were
these changes subjected to the majority vote at the AGM in 1998?

A. "8/ The appointment of the treasurer and auditor was in
accordance with our Articles of Association."

What does this say for the Articles?

Q. 11. Does Council intend to resolve to fulfil its legal
requirements in the future with respect to the holding of an AGM
by serving notice, in writing, to every member entitled to
attend the AGM giving details of date, time, place, business
covered, and that of proxy rights no later than the minimum time
allowed by law, being 21 days before the AGM convenes subject to
CA 1985 s 369?If so it should also ensure that every member
receives a copy of the accounts to be discussed at that AGM at
least 21 days in advance of the AGM along with the statutory
notice.

A. "11/ This requirement has been, and always will be observed".

Arnold supplied me with photocopies of the UFO Times 44 (
Dec/Jan/Feb 1997 ) , and Bulletin Issue 1 January 1998, to
support that statement. I note that the UFO Times item is
announced under the large heading 'BUFORA NATIONAL LECTURES' and
date is 5th April.

In Bulletin January 1998 there IS a detailed 'AGM Notice'
account under the Editorial about the forthcoming AGM to be held
on 4th April 1998.

The Council DID serve notice on the members through the
Bulletin. It also requested 'members who wished to nominate
persons for election to the Council of Management to give the
secretary such nominations.... not less than 4 or more than 28
clear days before AGM'.

However, the Council made two questionable decisions between
this notice and the AGM which sparked my original question:-

1. By TELEPHONE POLL (I am reliably informed) Council members
ELECTED/APPOINTED themselves into key positions - Chairman etc.
- a few weeks before the AGM and then used the AGM to secure
these positions. The membership was not made aware of these
position changes prior to the AGM. Notice of these key changes
was NOT served on the members to give an opportunity for members
to KNOW which posts would be vacated/contested to set up
opposition, if desired, to those appointments leaving the usual
handful of attendees at the AGM merely to ratify the 'foregone
conclusion'. Is that just?

2. The members WERE NOT provided copies of the accounts for
perusal prior to the AGM as per CA 1985 s238.

I note that members received an 'Annual report & Statement of
Accounts 1994-1995' prior to the AGM IN 1996 with notice of AGM,
Agenda for AGM, Minutes of 20th AGM, Chairman's report, Report
of Council of management for 12 months ending 31st August 1995,
Accounts for year ending 31st August 1995, Treasurer's report, D
of Investigations report, D of Research Report, D of
Publications Report, Publicity report and other news such that
members were FULLY appraised of the situation PRIOR to the AGM
at which said items would be open to discussion.

   WHAT WENT WRONG IN LATER YEARS? WHO chose to do away with
this very important & standard business practice?


Q. 12. Directors have a statutory 'duty of skill and care'. In
view of the apparent breaches of the law undertaken by some of
BUFORAs current Directors in 1998, what is Council going to do
about those individuals who appear to have broken the law?

A. "12/ I consider that the Directors of BUFORA exercised their
'duty of skill and care' at all times ".

I'm sorry Arnold, and with all due respect, what do other
Council members think? I asked this question of COUNCIL, how did
they vote - or was it not subjected to the usual democratic
vote?

I think, and bearing in mind the apparent breaches of the CA
still outstanding, for example I seem to be denied a copy of the
accounts I requested months ago, contrary to CA1985 s239, that
Council should have to vote on this important issue of
Directors' 'skill and care'. 

Q. 13. Most private companies arrange a limitation on
Directorship held by individuals in order to ensure that all
members have the opportunity and right to vote for change in
that regard. What does Council do to ensure this 'duty of care'
is carried out by all Directors in BUFORA?

A. "13/ Elected directors of BUFORA retire by rotation after
three years service, but may offer themselves for re-election.
Appointed directors retire at the next AGM, but may also offer
themselves for re-election."

This is Companies Act guidelines certainly. But:-

We seem to have a revolving door for current Directors, and
especially a few key positions seem to be occupied by the few.

Why were the impending vacancies not subjected to the same
process requested of members in the Notice served in the
Bulletin January 1998? i.e. Certain Council members saw fit to
re-ELECT/ELECT themselves and others BY TELEPHONE POLL prior to
the AGM whilst EVERY OTHER MEMBER was told to serve nominations
on the Secretary between 4 and 28 days prior to the AGM.


I am grateful to Arnold for providing me with a, perhaps more
limited than I expected, voice at the recent Council meeting.

I am not satisfied with the replies as I feel Council has yet to
deal with significant questions posed as to its ability to serve
its members openly and within the spirit of the law.

I believe RE-ELECTIONS/APPOINTMENTS were made without proper
recourse to the system as intended ( witness notice in Bulletin
January 1998 ) to be used FOR ALL MEMBERS.

I also believe that members expect that their fees, and any
funds acquired by BUFORA, should be largely spent on Research
and Investigations and not 'administration' - a term which, in
the case of BUFORAs accounts for 1996 and 1997, has still not
been properly defined to us even now and yet which ATE UP a
massive proportion of funds in 1996 and 1997.  =A311,188.00 of
=A346,178.00 turnover was eaten by 'admin.' in 1996 with 'events'
taking =A325,539.00. =A324,236.00 was eaten by admin. against
turnover of =A317,766.00 in 1997 and 'events' =A39,044.00.

Research and Investigations were funded =A34,252 from a turnover
of =A346,178 in 1996 and =A3945 of =A317,766 in 1997. Is that in
accordance with members wishes?

I also feel that 'London meetings' is not a suitable excuse for
any large expenditure of said fees as they can only be utilised
frequently by those situated near London. As I have been denied
figures for the proportion of fees which served the London
audiences, I cannot make more of that at the moment.

I am not really surprised by the answers given as I am well
aware of the significant reservations other members have about
the workings of Council, particularly certain members. The
situation has led to mistrust of Council's motives in several
respects. Trust can only be recovered by Council through a full
and forthright response to questions posed by members, and by
strict adherence not only to the law, but to the spirit of the
law and articles of this Association.


Regards to all

John Heptonstall