History of the MG Car Club: Part 12
At the official opening of Kimber House on July 15, 1990 congratulations and backslapping was the order of the day.
The objective of having our own headquarters in Abingdon had been achieved and, even better these were near the exit gate of the old factory through which successive MG models had gone on test or been delivered to proud new owners. We were blissfully unaware, however, that in the near future the board of directors would embark on ambitious projects which would almost put the Club on the rocks financially during 1992.
The result of this very near miss focused many people on the position of Kimber House. If the Club had foundered, Kimber House would have to be sold to pay off creditors. This would have not only been a major disaster but also a breach of faith with the many, and Douglas Mickel in particular; who had given so generously.
It was decided that the asset of Kimber House should be placed in trust as soon as the Club’s finances would allow. The process of forming the Trust moved along slowly in line with the gradual improvement of the Club’s finances, but finally the proposal to put Kimber House into trust was debated at the council meeting on March 30, 1996. In the meantime, several names of trustees designate had been put forward and the board were overwhelmingly in favour of it being named the Douglas Mickel Trust. Douglas and Marjorie were thrilled.
The first meeting of the trustees designate was held on March 17, 1995 when it was resolved to seek charitable status from the Charity Commissioners. In the event this was not obtained, the Charity Commissioners reasoning that “a purpose is not charitable if it is mainly for the benefit of specific individuals”. The aims and objectives of the Trust were however debated at length, tested at council meetings and agreed as follows:
- To own and manage the freehold of Kimber House and adjoining property.
- To maintain and preserve trophies and other historic material and archives of the MG Car Club
- To encourage and assist research into the history of the MG Car Club and the archive material
- To encourage the Club to hold seminars on maintenance/restoration of MG models.
The Trust was up, but not running by March 29, 1996, endowed by Douglas Mickel who generously wrote a cheque equal to the sum MG Car Club had remitted as the first, and only, repayment of the original loan back in 1990; the loan to the Club having been commuted to a gift on March 6, 1996. It was not until 1997 that Kimber House and the semi-detached dwelling next door were finally gifted to the Trust.
The Trust could not have better tenants; they looked after the property as if it were their own! It has been particularly gratifying that the Club in 1999 found sufficient resources to relocate the former tenants from next door, renovate the property to provide additional accommodation for Club purposes, and still have money in the bank.
The Trustees are also delighted that their first project is to contribute to the cost of gathering articles worldwide for this book.
The original Trustees were: Tom Gray Chairman (Scottish Centre), Robert lnnes-Ker Secretary and Treasurer (Abingdon Works Centre), Victor Smith (South East Centre), Paul Brazier Secretary (North West Centre), and Douglas Mickel, OBE 1911-2000.
Douglas was introduced to the MG marque by his uncle Robert, who campaigned in a TA. His proudest MG memory was being presented with his first ever award by Mrs Cecil Kimber, who travelled north with her husband to Taymouth Castle for an MG (Scottish Centre) Weekend Rally on May 20-21, 1939 (Third in saloon class, C type Ford!). Douglas had joined the MG Car Club as an associate member shortly before the rally and later was to become, from 1948, secretary of the Scottish Centre for a period of 43 years! But Douglas never owned an MG until he bought one of the last Midgets in 1980. An MG Metro and two MG Maestros followed. His son, Bruce, still has a TD, which his parents gave to him on his 21st birthday. Douglas may not have owned many MGs but somehow the Club was in his life-blood.
THE FUTURE OF THE DOUGLAS MICKEL TRUST – BILL SILCOCK
At the start of 2013, the MGCC Board of Directors set out to document the relationship between the Club and the Douglas Mickel Trust (DMT), in order to place this on record for future Board members as an easily understandable reference guide. To aid this, the Board called forward all the papers held by the Club’s previous solicitors. After an initial analysis of the documents there appeared to be some gaps in the information available, so the Board asked the current trustees for their help in understanding the position.
After a short time the Trustees, led by Geoff St John-Mitchell, agreed that there were some inconsistencies in the documentation held by each side, and the Club and the Trust decided independently that legal advice was required. The Club and the Trust instructed separate solicitors, and both legal advisors agreed inconsistencies existed, and gave it as their opinion that Barrister’s opinion should be sought in order finally to clarify matters.
At the MGCC Council in March 2014 the Club Chairman, Bill Silcock made the following statement:
“The Douglas Mickel Trust was set up in 1994 to put Kimber House beyond the reach of any Club creditor in the event of a financial disaster befalling the Club. In recent times it has become apparent that the Trust was not set up as well as it might have been. The Club and the trustees have independently taken legal advice, and a way forward is being mutually sought. In the worst case, the ownership of Kimber House will revert to the Club and a new trust will need to be established. Kimber House would then be put under the ownership of the new Trust to provide continued protection for the Club.”
The Trust then received Barrister’s opinion resolving the situation. This supported the solicitors’ fears that the DMT was not a valid trust in law and had therefore never existed in law. It should be emphasised that the original trustees acted in the light of their advice at the time of the formation of the trust, and no blame attaches to them for this conclusion.
After considering Barrister’s opinion, the DMT trustees asked to hand back all the assets of the DMT to the MGCC, and a meeting was convened between the trustees, the Club Chairman Bill Silcock, and the Treasurer Richard Colston on May 14, 2014. At this meeting all the DMT documentation and accounts were lodged with MGCC, and the financial assets of the Trust were handed over to the Club. These assets were deposited in a standalone account until the Council approved a proposal for their use.
The title to Kimber House was initially left with the four named individuals (all respected MGCC members) who had previously held the property on behalf of the Trust. This was to continue until the Club had taken legal and accountant’s advice as to the position relating to stamp duty liability arising from the transfer of the ownership of Kimber House. The Club received assurances that no stamp duty was payable, and the Club’s solicitors transferred the title in Kimber House back to the MGCC
The Board then took legal advice on the best way to protect Kimber House from any future risks. Its solicitors, Morgan Cole, advised that another Trust or a separate company were inappropriate ways to protect Kimber House, and the recommended way forward was for the Club to have robust management procedures. Our then current Memorandum of Incorporation and Articles of Association, together with the Club Rules, were passed to Morgan Cole to get their recommendation on the amendments necessary.
A sub-committee of the Board was created led by Bill Silcock, with the very able support of Richard Colston, Dick Morbey, Chris Hunt-Cook, and Jim Andrews. Their remit was to review and re-draft the Memorandum of Incorporation and Articles of Association, together with the Club Rules, in line with Morgan Cole’s recommendations.
It was concluded that the Memorandum of Incorporation need not change, and was an historic document in its own right, and the team concentrated their efforts on the Articles of Association and the Club Rules
Drafts of the revised documents were then circulated and approved by all the CRBs, and an Extraordinary General Meeting was called to coincide with the next Council meeting in March 2015, when the final revised documents were unanimously adopted.
THE DOUGLAS MICKEL FUND – GEORGE WILDER
The Douglas Mickel Fund was established during 2014 to continue some of the objectives set out for the previous Trust.
Its structure and procedures were developed by a small working party made up of lan Lindley (then Chair of the Caledonian Centre), Phil Jukes (then Chair of the 6.3.5 Register), and George Wilder, MGCC Director. Their report was accepted by the Executive Committee and put into place so the Fund could operate in 2015.
The Fund’s objectives are to support activities, which are:
- securing the long-term future of the MGCC
- developing the MGCC Archive and records
- developing the knowledge about MG
- developing and enhancing the skills of young people to work on older vehicles
- other meaningful projects that support and enhance the use of MG cars.
All MGCC Members are eligible to apply to the DMF for assistance whether individually, as a collective, or as a Centre, Register or Branch. The DMF Panel has the option to provide both ‘loans’ and ‘grants’ to applicants, depending on successful consideration of any application. However, in all cases the application must fall within the objectives of the DMF.
The DMF Panel is made up of three MG Car Club members, one each of Director; Register Chairman and Centre Chairman and they are elected from suggestions made at Board level. This will be on a rotational role so that no one individual continues for more than three consecutive years. The DMF Panel will report to the Executive Committee on its activities through the nominated Director at regular intervals.
The Fund’s first supporting project was to help the SVW Register build an engine stand for the Club’s display VA engine. The cost was split between the Register and the Fund. The engine and stand are now on display in the new Bill Wallis Archive at Kimber House.
NAMGAR would like to thank Andy Knott, Editor, Safety Fast! for his kind permission to reproduce these articles.
Douglas Mickel was born in 1911 in Cardross in Scotland, educated at Glasgow University and joined the family building company. Moved to Edinburgh to open a new branch of the company later becoming its Chairman. For services to the building industry he receive the OBE. His wife Margery received the MBE for services to politics. Prior to World War II Douglas joined the MG Car Club but he did not have an MG and campaigned a Ford saloon. In the War he joined the Royal Engineers and attained the rank of Captain. After the War he joined various local business associations where he served with distinction. In motorsport he became a leading light in the Scottish Sports Car Club and the Royal Scottish Automobile Club. He rejoined the MG Car Club and was to serve as the ever-enthusiastic Secretary for the Scottish Centre for 43 years. Douglas only gave up skiing and badminton at the age of 80 and maintained a keen interest in the Scottish Centre and the club until his death in 2000.
