[Jacqui Low]

1 minute ago, Norgethistle said:

Not when driving in Company time as I’d lose my job

In your private life ? 
so no one ever breaks the law ?

poor response .... really 

[Jacqui Low]

Just now, Norgethistle said:

Not when driving in Company time as I’d lose my job in your private li

5 minutes ago, Jordanhill Jag said:

Bloody Hell ..................

 

5 minutes ago, Jordanhill Jag said:

Bloody Hell ..................

You don’t believe that happens ?! Read the court reports 

[Jacqui Low]

Just now, Jordanhill Jag said:

So lets be clear - your logic is - lots of people get away with it ? 

So what about basic morals - that in a Civilised  Society we obey its rules ( & Laws ) 

That as a Club we should represent our Fans- who actually care about our standing in Society and how we are perceived within it ?  - but instead we should ignore this-  to pander to what ?  - and the Club Directors should ignore there fiduciary duty-  because "lots of people get away with it" 

We are not lots of people - We are Partick Thistle - we have standards - and what your suggesting falls way below them   

Have you ever broken a traffic offence ? Got a parking ticket ? Speeded ?!

[Jacqui Low]

1 minute ago, Norgethistle said:

And they normally get caught (I caught a few all on tips from employees)

ok let’s move on 

[Jacqui Low]

1 minute ago, Norgethistle said:

Usually not by deliberately ignoring it, but by failing to carry out a thorough risk assessment via a trained competent person. Deliberately ignoring it is a criminal offense and could lead to jail time

And it happens ....doesn’t it ? 

[Jacqui Low]

1 minute ago, Norgethistle said:

Having worked previously as a roving inspector for Health & Safety Exec you’d be surprised how many get prosecuted or have noticed placed on them. All it takes is one call from an employee, a member of the public or a fire officer to instigate a wee chap at the door. It’s only the big ones you hear about in the papers

But let’s agree lots get away with it as well 

[Jacqui Low]

2 minutes ago, Norgethistle said:

We have a club that is (by all accounts) being governed by fans for the fans, these guys have other jobs too. So why would they risk their own careers (outside the club), their reputations and the name of the club they hold dear by not following the law?

Hopefully not !

my point is simply ..., take the health and safety at work regulations .... how many companies break them every day and don’t get prosecuted ? Loads 

do we want to be like that no 

does it happen yes 

[Jacqui Low]

Just now, Norgethistle said:

Till you get caught or kill someone 

Sure but that’s not our case is it ? 

bet you £1000 it doesn’t happen 

[Jacqui Low]

1 minute ago, Jordanhill Jag said:

You seem very confident ? 1500 Shareholders - just takes one to raise a compliant ? 

Ain’t gonna happen 

[Jacqui Low]

Just now, Jordanhill Jag said:

Ok so your saying - that your ok with non compliance - who cares -   just as well - you have zero to do with running the Club then 

Board Directors hopefully see it different as its on them to comply not you ........

You keep making things up whilst not addressing the points I’m making 

all I was saying is your formal approach to life doesn’t match reality as your speeding offences will testify ... you knew the law you broke it 

[Jacqui Low]

1 minute ago, Jordanhill Jag said:

Small Owner managed Companies No doubt they are Shareholder & Director are the same person - thats not the case with PTFC    

It ain’t gonna happen 

[Jacqui Low]

Just now, Jordanhill Jag said:

Not formally - 100% in all decisions as required by the M&A of the said Company and ours refers to the Companies Act  

You drive 

you’ve broken the law 

nothing happens 

Happens every day 

[Jacqui Low]

1 minute ago, Jordanhill Jag said:

FFS by reporting it to the required Authorites - as you would be in non compliance with the Companies Act and thats an offence 

there is No difficulty and No cash required !!!!!!!!!!!!!!!!!!!!!!!!!!!!

Who would do that 

what’s the process 

what’s the timescale 

what’s the sanction 

hiw often does it happen 

your talking theory in real life .,,,

[Jacqui Low]

Just now, Jordanhill Jag said:

No they cant - only Directors make decisions legally 

You really are naive 

formally yes and work out how you get from a to b 

[Jacqui Low]

1 minute ago, Norgethistle said:

I really hope you are nowhere near the workings of the temporary board or the steering group going forward going with either your basic lack of understanding of company law or your determination to ignore it

I’m not so chill 

but the lack of understanding you and jj have on how companies actually work and particularly small private ones is amazing 

as we are talking many private companies are ignoring company law and nothing is happening 

[Jacqui Low]

Just now, Jordanhill Jag said:

So what your saying  is that a Majority Shareholder makes the decisions of what happens in the Company ? 

Can I just tell you in many instances a MINORITY shareholding can do that ...particularly in a private company ... 

 

[Jacqui Low]

1 minute ago, Jordanhill Jag said:

You start by Consulting the Fans not by dictating the Model - if its going to be there Ownership then they decide the Model ?   

God are you always do negative ?

given where we are what’s your plan ? 

[Jacqui Low]

Just now, Jordanhill Jag said:

You honestly believe ( and your not alone by all accounts ) that a Majority Shareholding means that you can take decisions at the Club ? 

No it doesnt  - they are just another Shareholder 

 

If you believe that you are very naive ... really 

[Jacqui Low]

Just now, Jordanhill Jag said:

It means that in all instances any Major Shareholder can give an instruction formally-  and its voted and recorded by the Directors - the only Power available is to remove Directors - nothing more - the 55% means ZERO at the Board  Meeting - its one member one vote - casting vote by the Chair  

Super ....the point I have been struggling to get over is ....let’s imagine the club did something that was in contravention of company law .....so what ? How would it get raised and determined ? Actually with great difficulty and needing some cash .... 

[Jacqui Low]

1 minute ago, Jordanhill Jag said:

If the 55% Shareholder wishes the Board to carry out an instruction it has to do so formally - its recorded - its then raised at a Board Meeting - the Directors Vote on it - they can Vote not to carry it out - the 55% can then remove them as Directors - but at all points the Directors take the decisions - the Shareholder has No power beyond the removal of Directors  or voting at the AGM - what part of that dont you understand ?    

We agree 

the 55% plus the 20% not voting means ....

[Jacqui Low]

Just now, Jordanhill Jag said:

What are you talking about you being practical ? 

You clearly have bought into the concept that if you have a Majority Shareholder then thats it -as No one can challenge it 

The Directors  have clear defined requirements under the Companies Act - you dont have to challenge them - go to Court or do anything - the responsibilities are a legal requirement and they cant be ignored - thats why we have Laws protecting the Rights of Shareholders - or we could  fall into the scenario your describing 

And 75% of the Share Capital isnt against me - the Trust Shares are seperate and governed by the Deed of Trust - or are you suggesting 3BC & the Trust are a defacto Voting Block ?  

 

No you don’t get it 

you say you are a shareholder did you get a vote or a say in removing Jlow ? No 

my point is who would challenge it , how and how would they pay for it ?

im being practical ....you may be right in theory but if no one goes to court nothing happens .....yes ?

 

 

[Jacqui Low]

1 hour ago, Norgethistle said:

The board is there to represent all the shareholders which would be the fans. What your proposing is not fan representation but a dictatorship, this is what concerns folk with this arrangement.

You keep mentioning 75% of the shares, but 3BC only have 55%, for the PTFC trust to transfer to another model needs approval by its members the fans

You really have missed the point ...I’m not proposing anything but describing the current situation 

currently ( it’s nothing to do fan ownership that comes later ) the board have at least 55% of the shares .... they cannot be outvoted ....correct ? 
 
is the proposal from Colin weir not to transfer his shareholding into a fans organisation and the trust could do the same 

[Jacqui Low]

50 minutes ago, Jordanhill Jag said:

So we are clear 3BC  do not have the right to run things - thats the job of the Board of Directors  - if 3BC want to have there own Directors  they can appoint whomever they wish-  but currently thats not the case - therefore  the Directors  represent the Shareholders and the TFE & Trust Directors  have an additional responsibility to the Fans ( not legally  ) 

I would say the opposite ref Fan Ownership and a guarantee that the Fans have maximum input - from the TFE initial statements we are now told its already  decided its based on the Motherwell Trust and thats that - how is this Fan Engagement ?   

 Boards of directors are responsible to shareholders and guess who the biggest one of those are ..... did you get consulted whe. Beattie and co changed the old board ? No 

based on doesn’t mean slavishly following as we don’t need to raise the cash to buy shares 

things have move on can’t you ?

[Jacqui Low]

56 minutes ago, Jordanhill Jag said:

But  you are strongly implying that there is a difference between what goes on in practice and whats required under the Companies Act

With a very Macho posture of who is going to be able to afford  legal action ? 

Now your saying Lets Chill - Jog on .............

 

Ok ....let’s imagine the board did in your opinion a bad thing ....what’s the remedy ? Who would raise it ? With 75 % of the share capital against you ....who does what And how ? 
 

im being practical your being your normal legal theoretical self 
 

[Jacqui Low]

1 hour ago, jaf said:

Jim

I think as we are on the cusp of perhaps fan representation on boards of the future that people reading this are not put off in fear!!

Yes, directors have fiduciary duties - as well as obligations under Health & Safety, etc - and it is important for responsibilities to be understood when becoming a director.

However, generally, if one is acting as they should do in respect of fairness towards shareholders and creditors, then fiduciary duties would be difficult to breach. Frankly, anyone wilfully doing so when they are supposed to be representing their fellow fan, deserves what they get.

 

Exactly ....let’s chill