Timeline

1. 2006.  The Merlin Room in the basement and an office on the fourth floor were rented to Les Ambassadeurs for use by some of their accounts and HR staff.  We do not know if the Council at the time authorised or was made aware of the arrangement. We also do not know if Rolls-Royce, who had funded the refurbishment of that part of the basement to create the Merlin Room as a small meeting room, were consulted.  
    
2. January 2009.  The Chief Executive signed a 10 year lease with SEGRO to increase the space available to the NAL in the Hub building at Farnborough.  Whilst the minutes of the Advisory Committee meeting of 6 January record the Chief Executive reporting his intention to sign this lease in the near future, we have been unable to trace any record of a decision by Council to authorise this action.
    
3. March 2009.  As the Chief Executive explains in the October 2009 issue of The Aerospace Professional
   (AP), the casino next door, Les Ambassadeurs, which since 2006 had been renting the Merlin Room and an office on the fourth floor for its accounts and HR staff, approached the Society to ask for more space. If none were available they would move their whole operation elsewhere. They indicated a particular interest in the rooms on the third floor occupied by the library and the library office. We assume that the extra space was needed to make room next door to establish the exclusive Red Room (STArticle 11/10/09) but do not know if they revealed their intentions to the Society.  
    
4. 28 April 2009. The Chief Executive put a memorandum before the Advisory Committee explaining the approach from Les Ambassadeurs and setting out three possible ways forward.  The most commercially advantageous was to move the library to the Hub at Farnborough and rent the library rooms to the casino. In conversation, the Chief Executive has said that he put the options before the Advisory Committee and it was the Committee that opted to move the library.  We have no reason to doubt this.  We do not know whether or how strongly he argued for this option.
    
5. 6 May 2009.  There was a routine meeting of the NAL Working Group, attended by the Chief Executive, at which the possibility of moving the library to Farnborough was not mentioned.
    
6. 13 May 2009. The Librarian and the Careers Centre staff were called to the Chief Executive’s office and informed, in confidence, that both the Library and the Careers Centre were to be moved to Farnborough. They were told that the decision had not yet gone through Council.
    
7. 8 June 2009. The papers for the Council meeting included the minutes of the Advisory Committee meeting of 28 April. The reference to the decision on the library was simply, “Mr Mans introduced a proposal concerning the licensing arrangements with the casino next door and the movement of some of the functions at present carried out at 4 Hamilton Place to the NAL at Farnborough if extra space could be found. The Advisory Committee agreed with the memorandum’s conclusions. Action: Mr Mans to take the matter forward in line with the memorandum.”  The memorandum was not included in the council papers and its conclusions were in fact a list of three options without a specific recommendation. The Council minutes on this item state only, “Mr Mans provided some further clarification on the proposal to move more of the remaining library material down to the NAL at Farnborough.”  From questioning Council members, we understand that the last half of the sentence is an accurate reflection of what was said to the Council and constitutes the full extent of the disclosure to Council members of the Advisory Committee decision of 28 April.  There was no reference to moving the Library and Librarian from the third floor to Farnborough and no mention of the casino moving into the vacated space. The memorandum that gave details of the proposal was shown as an annex to the Advisory Committee minutes but was not included in the Council papers. Indeed, it was not generally released to Council members until after the meeting on 2 October, when it was included as one of six annexes to the minutes of that meeting.
    
8. 2 July 2009. The affected staff were informed that the move would be going ahead and that they should begin to plan for it.
    
9. 6 July 2009. The President hosted the Past Presidents to lunch. In the traditional, informal report on the state of the Society, the pending moves of the Library and Careers Centre were not mentioned.
    
10. 8 July 2009. The affected Society staff were notified in writing of the pending moves.  The Library move was to start at the beginning of August and be completed by 31 August, the Careers Centre was to begin operation at the NAL on 3 August.
     
11. 13 July 2009.  All Society staff were called together to be informed of the move.  The question of when the members at large were to be informed was raised by a member of the staff but was left unanswered.
     
12. 11 July – 21 July 2009.  A number of Past Presidents got wind of this development and wrote to the President, pressing for the move of the Library stock to be halted to allow time for wider consultation.  Their concern was to avoid a fait accompli and the call for a General Meeting that would inevitably follow. The letters were unanswered but a requested face-to-face meeting between the President and one of us on 21 July, in the margins of a social event at Hamilton Place, enabled both parties to explain their positions. Although it was made clear to the President that pressing ahead with the move would inevitably result in a call for a General Meeting, he insisted that constitutionally he could not intervene to halt the move.  During this period, contacts with some members of Council revealed no recollection of anything having been decided by Council on 8 June.  There was a flat disbelief that what we understood – that the library was to move to Farnborough – could be true.  Surely we were mistaken.  In contrast, one particular Council member insisted that moving the Library to Farnborough was a long established Society policy that had been fully explained to Council members at the meeting at Duxford in September 2008.  Others at this meeting, however, have no recollection of anything of the kind and the only reference to the NAL in the minutes of the meeting concerns the binding of journals with money from the Foyle Foundation.
     
13. 1 August 2009. The first requisition forms for a General Meeting were e-mailed to members for return by post.
     
14. 8 August 2009.   By this date 117 signed forms had been received through the mail, more than double the number needed. Nevertheless, the Past Presidents decided to delay depositing the requisition until the beginning of September so as to enable the Society to announce the date of the meeting in the October issue of AP, thereby avoiding the costs of mailing meeting notices to the Society’s 9,000 voting members. From a straightforward reading of the By-Laws, this was expected to result in an announcement in the October issue of AP of a General Meeting in late October.
     
15. August 2009. Council approved by e-mail the signing of a lease with SEGRO increasing the amount of space leased to the Society and extending the term of the lease from 10 to 25 years. The cost of the extension was not disclosed to Council members. They were assured, however, that the total cost of the extended lease was covered by the revenue generated by letting out the meeting rooms in the basement, created three years previously after the move of three quarters of the library stock to Farnborough.
     
16. Late August 2009.  A new license was signed renting the Library and the former Librarian’s office to Les Ambassadeurs.  The casino took over the rooms on 1 September 2009.
     
17. 3 September 2009.  A requisition for a General Meeting, signed by 5 Honorary Fellows, 128 Fellows, 1 Companion and 72 Members, was deposited at the Society. 
     
18. 7 September 2009.  At the Council meeting, held in the NAL at Farnborough, a delegation of four attended for part of the meeting and presented a detailed paper prepared for Council under the names of and unanimously agreed by 13 Past Presidents. Given the strength of the support that had been received from members, the delegation had no mandate to withdraw the requisition deposited on 3 September unless the Council decided to accept the essence of the two resolutions proposed to the General Meeting.  Although this appeared a forlorn hope, the Past Presidents were agreed that it was worth giving the Council this opportunity to avoid a potentially damaging General Meeting. The Council did not accept the resolutions but did task three existing committees to review particular issues raised by the Past Presidents. The Council decisions are reported in a piece by the President in the October 2009 issue of AP. At the end of the meeting, the delegation made the tactical mistake of not rejecting the Council’s decisions immediately but instead taking them away for consideration by their colleagues. The unanimous decision of their colleagues was that they could not possibly be seen as meeting the wishes of the 206 requisitioners and the President was so informed. The result was that the October issue of AP contained a calling notice for a General Meeting, the date of which would be determined at the Council meeting of 2 October and announced in the November issue of AP. The month’s delay in setting the meeting date was justified by an interpretation of the By-Laws that we consider perverse and by the delegation’s decision to consult colleagues rather than give the Council an immediate response.
     
19. 1 October 2009.  The October issue of AP, with the undated calling notice for the General Meeting, was accompanied by an article by the President in which he said,
    
         “But it is unfortunate that the timescales for arriving at a resolution allowed in the By-Laws are long.”  
    
    In the November issue of AP, which included the announcement of the meeting date, there was inter alia a letter from an outraged Fellow, complaining both about the secrecy in which the moves of the Library and Career Centre had been undertaken and about the month’s delay in holding the General Meeting relative to the requirements of the By-Laws. The letter was followed by a note from the President attributing the month’s delay in setting the date for the meeting to advice on interpretation of the By-Laws given by the Society’s Honorary Solicitor.  
     
20. 2 October 2009.  The Council held a Special Meeting to consider the questions of governance that had arisen as a result of the requisition.  The President’s report on this, published in the November 2009 AP, includes reference to
    
         “....a letter from a group of Past Presidents which alleged that the moves that have occurred were made
           without prior consultation of the membership and without a Council resolution.”
     

The report does not subsequently refer to the substance of this “allegation” and thus misses the opportunity to confirm that this was not so much an allegation as an established fact by the time the letter was submitted to
AP. The report lists four Council resolutions passed on 2 October:

1.     The Council re-affirms past decisions which resulted in the setting up and operation of the National
       Aerospace Library with the Society's existing collection at its core in the Hub building in the SEGRO
       Business Park at Farnborough, agrees that the space now leased for 25 years amounting to just under 4
       ,800sq ft is sufficient to house the Society's whole collection, as well as future additions to the Library but
       acknowledges the need to find additional storage space in the Business Park as the collection expands
       and confirms that, until such time that the Council decides otherwise, the centre of both the Society's
       library and Career activities should be at Farnborough to enhance both facilities through the provision of
       more space and better utilisation of resources (and in passing this resolution recognises the importance to
       the Society as a Charity of demonstrating public benefit).

2.     The Council of the Royal Aeronautical Society, acting as its trustees, hereby resolves that it believes that
       the actions of the Chief Executive, with respect to the signing of licences, have been both in the best
       interests of the Society and within his proper executive powers.

3.     The Council of the Royal Aeronautical Society, acting as its trustees, hereby resolves that:

• It believes that it has at all times acted in the best interests of the Royal Aeronautical Society
   
• That the decisions it has made in respect of the National Aerospace Library and the purchase of No.4 Hamilton Place were, are, and will continueto be in the best interests of the Society
   
• The Council does however accept that with hindsight, the communication of the rationale behind the development of the National Aerospace Library could have been better presented to the Society's members

4.     That the resolutions offered by the President of the Australian Division be forwarded to the Governance
       Working Group for consideration and recommendation.

The resolutions referred to at 4 above were as follows:

5.     Establishment of a Governance Manual which is to include all delegations and authorities delegated to
       the Advisory Committee, the CEO and any other committees.

6.     Ensure more complete information is provided to Council for items where major financial and strategic
       decisions are required, and improve consultation with membership on key decisions.

7.     Establishment of a Nominations Committee which is to make recommendations to Council on the skill
       mix required for future Council membership and Council size.

8.     Establishment of an induction programme for new members of Council.

9.     Regular governance reviews and updates from a professional advisor.

10.    External advice to be obtained on governance structure and practice to fulfil all of the above actions.

It was also resolved that the date of the General Meeting be set as Monday, 30 November 2009, 10.30 am start.

21.    9 November 2009. At the Council meeting on this day no substantial resolutions were passed with
         respect to the Library and Careers Centre. It was resolved, however, that correspondence on this
         subject should in future not appear in AP but should be made available on the Society website.
         It was also resolved that answers would not be given to a series of questions posed in mid October by a
         Fellow of the Society.  These sought information pertinent to the governance of the Society and were
         denied on the grounds that they went well beyond the scope of the resolutions to be put to the General
         meeting.  The Council decision on publication in AP has the effect that members’ expression of views on
         this subject will be accessible only to those who take the trouble to go in search of them. They will simply
         not be seen by those who do not use the internet. The letters excluded from the December issue of AP
       are reproduced here in Bulletin 8. They include the letter containing the request, denied by the Council,
         for disclosure of pertinent information ahead of the General Meeting.