sb1876 Posted November 26, 2019 Report Share Posted November 26, 2019 (edited) 2 hours ago, allyo said: I'm not expert, but my understanding would be that the shareholders can influence the question of who is on the Board, and can ultimately remove it if it is unhappy with its performance, but should not be influencing the decisions taken by the Board while it is in place. This (if accurate) seems quite logical, and simple. And not really in conflict with much that has been said here (before we get into another shouting match). This, plus, as JJ said a while back, directors are required to act in the best interests of the company. This clearly must be legal and in line with laws, h&s and codes of practice or they, and potentially the company (if aware or complicit) could be in significant bother. Also, for anyone doubting whether directors end up in jail, the HSE do a great regular newsletter highlighting just that, it's always an interesting read and often sobering at times too. Subscribe below. http://www.hse.gov.uk/news/subscribe/index.htm Can we also agree that there's little doubt that Jackie wanted to be a success personally at Thistle and to all intents and purposes wanted the best for the club too, she probably could have done things differently (couldn't we all?) and may or may not end up involved again one day. No one knows for sure although it's reported on here that TFE have said that she won't have any official role within their model so that's that till we hear differently. Edited November 26, 2019 by sb1876 Typo Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 26, 2019 Report Share Posted November 26, 2019 (edited) 46 minutes ago, jlsarmy said: JJ , think you’ll find a people who have a 55% shareholding have the control of our Club , they’ve obviously got 55% of any vote that goes on , whether that’s the removal of a director or whatever if they thought that the BOD weren’t working in their favour , is that not how the last boardroom coup worked ? The BOD are really at the behest of the Shareholders if it’s deemed they’re not working in their interests or the Clubs Exactly proving a board is not operating in the interests of all shareholders in a private company when they have 55% of the shares at least is lets say ... challenging but I expect the club to be run as we would all expect the only game in town now is making fan ownership work ...it seems ok at Motherwell so there is no reason why we can’t make a success if it Edited November 26, 2019 by Springburnjag Quote Link to comment Share on other sites More sharing options...
lady-isobel-barnett Posted November 26, 2019 Report Share Posted November 26, 2019 6 hours ago, fenski said: Yep. To think this thread started on the same day the New Owner thread was closed... Noticed that too. Perhaps we just need a thread where a handful of posters can argue the toss as repetitively as they desire, whilst a few other better informed posters can make salient points in the full knowledge that their valid points and information will likely be overlooked. God knows why we need such threads but far be it from me to say they shouldn't exist. To each their own. Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 26, 2019 Report Share Posted November 26, 2019 1 hour ago, jlsarmy said: JJ , think you’ll find a people who have a 55% shareholding have the control of our Club , they’ve obviously got 55% of any vote that goes on , whether that’s the removal of a director or whatever if they thought that the BOD weren’t working in their favour , is that not how the last boardroom coup worked ? The BOD are really at the behest of the Shareholders if it’s deemed they’re not working in their interests or the Clubs Ok so we are clear there is a misconception on Control and for the sake of our Directors and others then I hope that they understand the difference between Majority Shareholding & Control - note the word is Majority Shareholding not Owners- s has been bounced about on Social Media Yes at any given time the Majority Shareholders can serve notice of removal - this is a formal legal notification - recorded and served and minuted However CONTROL of the Club is with the Directors and legally always is - all Shareholders can do is make requests - and remove the Board - they can give No instructions - they cant speak to staff - they have no input in any shape or form - they have no titles - Nada - Nothing - a Majority Shareholder has no more rights than me as a Shareholder - they just have more shares to win a Vote if it gets to that Now if someone is taking decisions who is not a Director then the definition of a Shadow Director may come into play as covered by the Companies Act My advice to any Director is comply with the Legislation - you are the responsible individual - something goes wrong - you will be held accountable - Health & Safety - Employment - Finances - its all on you as an individual - if by abiding by the rules your Services are no longer required - fine - you did what the Legislation required you to do and you can look yourself in the Mirror With Title comes responsibility - Society considers responsibility of a Director that important its defined by an Act of Parliament - so rather than has been implied - its a small Company and it doesn't really matter - as a Club who prides itself in being Fair & Open then it matters a lot Cheating isnt ok - on the Park or with anything to do with the Club - Play by the Rules - the end never justifies the means if the means dont reflect the values of the Club Was a previous Board removed by Majority Shareholders - Yes - was it done strictly within the Rules - Yes So you are 100% wrong regards the 55% and I think misconception is at play on multi levels Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 26, 2019 Report Share Posted November 26, 2019 1 hour ago, Springburnjag said: Exactly proving a board is not operating in the interests of all shareholders in a private company when they have 55% of the shares at least is lets say ... challenging but I expect the club to be run as we would all expect the only game in town now is making fan ownership work ...it seems ok at Motherwell so there is no reason why we can’t make a success if it No the only game in Town is fir the Club to be run properly Quote Link to comment Share on other sites More sharing options...
jlsarmy Posted November 26, 2019 Report Share Posted November 26, 2019 16 minutes ago, Jordanhill Jag said: Ok so we are clear there is a misconception on Control and for the sake of our Directors and others then I hope that they understand the difference between Majority Shareholding & Control - note the word is Majority Shareholding not Owners- s has been bounced about on Social Media Yes at any given time the Majority Shareholders can serve notice of removal - this is a formal legal notification - recorded and served and minuted However CONTROL of the Club is with the Directors and legally always is - all Shareholders can do is make requests - and remove the Board - they can give No instructions - they cant speak to staff - they have no input in any shape or form - they have no titles - Nada - Nothing - a Majority Shareholder has no more rights than me as a Shareholder - they just have more shares to win a Vote if it gets to that Now if someone is taking decisions who is not a Director then the definition of a Shadow Director may come into play as covered by the Companies Act My advice to any Director is comply with the Legislation - you are the responsible individual - something goes wrong - you will be held accountable - Health & Safety - Employment - Finances - its all on you as an individual - if by abiding by the rules your Services are no longer required - fine - you did what the Legislation required you to do and you can look yourself in the Mirror With Title comes responsibility - Society considers responsibility of a Director that important its defined by an Act of Parliament - so rather than has been implied - its a small Company and it doesn't really matter - as a Club who prides itself in being Fair & Open then it matters a lot Cheating isnt ok - on the Park or with anything to do with the Club - Play by the Rules - the end never justifies the means if the means dont reflect the values of the Club Was a previous Board removed by Majority Shareholders - Yes - was it done strictly within the Rules - Yes So you are 100% wrong regards the 55% and I think misconception is at play on multi levels The new BOD of Directors came into play after the 55% buyout , are you really saying the new BOD have no idea what direction the new 55% shareholder wants to go in ? Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 26, 2019 Report Share Posted November 26, 2019 21 minutes ago, jlsarmy said: The new BOD of Directors came into play after the 55% buyout , are you really saying the new BOD have no idea what direction the new 55% shareholder wants to go in ? The New BOD were appointed exclusively by the 55% and Ive no doubt that they know the "direction" they wish to go in - however there is a marked difference between responding to a general direction and as your suggesting a majority shareholding has Control or a say in how the Club is run - they do not - if the Directors arent reflecting how they see the Club should be run then Shareholders can remove them That is the available legal sanction - beyond that the Directors run the Club in all aspects - otherwise its shambolic - hence why the Companies Act gives clear instruction as to Director Responsibilites For instance - Staff Decisions - Employment Decisions - H&S Decisions - Financial Decisions - and even Football Decisions ref Management Budget etc are exclusivly those of the Directors no external input -its very clear Quote Link to comment Share on other sites More sharing options...
jlsarmy Posted November 26, 2019 Report Share Posted November 26, 2019 11 minutes ago, Jordanhill Jag said: The New BOD were appointed exclusively by the 55% and Ive no doubt that they know the "direction" they wish to go in - however there is a marked difference between responding to a general direction and as your suggesting a majority shareholding has Control or a say in how the Club is run - they do not - if the Directors arent reflecting how they see the Club should be run then Shareholders can remove them That is the available legal sanction - beyond that the Directors run the Club in all aspects - otherwise its shambolic - hence why the Companies Act gives clear instruction as to Director Responsibilites For instance - Staff Decisions - Employment Decisions - H&S Decisions - Financial Decisions - and even Football Decisions ref Management Budget etc are exclusivly those of the Directors no external input -its very clear There is absolutely no doubt who is in control of our Club , the guy who bought the 55% shareholding of the Club and knows what direction he wants to take us . Incidentally he is also on the BOD as well as being the majority shareholder, so the key decisions that you speak about, football decisions, budgets etc will obviously be driven by his input and thinking . Quote Link to comment Share on other sites More sharing options...
allyo Posted November 26, 2019 Report Share Posted November 26, 2019 The guy who bought 55% has told us what direction he wants to take us in. Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 26, 2019 Report Share Posted November 26, 2019 (edited) 2 hours ago, Jordanhill Jag said: Ok so we are clear there is a misconception on Control and for the sake of our Directors and others then I hope that they understand the difference between Majority Shareholding & Control - note the word is Majority Shareholding not Owners- s has been bounced about on Social Media Yes at any given time the Majority Shareholders can serve notice of removal - this is a formal legal notification - recorded and served and minuted However CONTROL of the Club is with the Directors and legally always is - all Shareholders can do is make requests - and remove the Board - they can give No instructions - they cant speak to staff - they have no input in any shape or form - they have no titles - Nada - Nothing - a Majority Shareholder has no more rights than me as a Shareholder - they just have more shares to win a Vote if it gets to that Now if someone is taking decisions who is not a Director then the definition of a Shadow Director may come into play as covered by the Companies Act My advice to any Director is comply with the Legislation - you are the responsible individual - something goes wrong - you will be held accountable - Health & Safety - Employment - Finances - its all on you as an individual - if by abiding by the rules your Services are no longer required - fine - you did what the Legislation required you to do and you can look yourself in the Mirror With Title comes responsibility - Society considers responsibility of a Director that important its defined by an Act of Parliament - so rather than has been implied - its a small Company and it doesn't really matter - as a Club who prides itself in being Fair & Open then it matters a lot Cheating isnt ok - on the Park or with anything to do with the Club - Play by the Rules - the end never justifies the means if the means dont reflect the values of the Club Was a previous Board removed by Majority Shareholders - Yes - was it done strictly within the Rules - Yes So you are 100% wrong regards the 55% and I think misconception is at play on multi levels Can I make a suggestion that we close this down ? Your not a lawyer neither am I and it’s all a bit irrelevant anyway ( please don’t respond) it would be in everyone’s interest if you me and everyone else put their energy into helping the club transition to the next stage of our development . Edited November 26, 2019 by Springburnjag 1 Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 26, 2019 Report Share Posted November 26, 2019 1 hour ago, jlsarmy said: There is absolutely no doubt who is in control of our Club , the guy who bought the 55% shareholding of the Club and knows what direction he wants to take us . Incidentally he is also on the BOD as well as being the majority shareholder, so the key decisions that you speak about, football decisions, budgets etc will obviously be driven by his input and thinking . He has one vote on the Board - his shareholding has no relevance to the voting at Board Meetings - and all decisions should be made on Merit not to keep a Major Shareholder happy - otherwise why bother having a Board ? If you believe that a Shareholder Controls the Club - then you are seriously wrong - Shareholders have no legal standing beyond owning shares - only Directors can make decisions - not sure what part of that you dont understand Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 26, 2019 Report Share Posted November 26, 2019 15 minutes ago, Springburnjag said: Can I make a suggestion that we close this down ? Your not a lawyer neither am I and it’s all a bit irrelevant anyway ( please don’t respond) it would be in everyone’s interest if you me and everyone else put their energy into helping the club transition to the next stage of our development . What dont you like how its going ? Dont need to be a Lawyer the rules for a Director are very well described and simple to follow ........... Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted November 26, 2019 Report Share Posted November 26, 2019 59 minutes ago, allyo said: The guy who bought 55% has told us what direction he wants to take us in. Direction and Control of the Running of the Club are different Quote Link to comment Share on other sites More sharing options...
jlsarmy Posted November 26, 2019 Report Share Posted November 26, 2019 2 minutes ago, Jordanhill Jag said: He has one vote on the Board - his shareholding has no relevance to the voting at Board Meetings - and all decisions should be made on Merit not to keep a Major Shareholder happy - otherwise why bother having a Board ? If you believe that a Shareholder Controls the Club - then you are seriously wrong - Shareholders have no legal standing beyond owning shares - only Directors can make decisions - not sure what part of that you dont understand Wow , you’re a man of many contrasts, on one thread re the hiring of Gary Caldwell you’ve told me Jlows influence probably swayed it on the BOD , regardless that she only had one vote on the Board . Are you seriously telling me that Colin Weir who is the majority shareholder and also on the Board won’t have the most clout. I suggest that any of the BOD who aren’t going with the plan will be removed as is his right as the majority shareholder. Quote Link to comment Share on other sites More sharing options...
jlsarmy Posted November 26, 2019 Report Share Posted November 26, 2019 6 minutes ago, Jordanhill Jag said: Direction and Control of the Running of the Club are different Colin Weir has a foot in both camps , so the direction and running of the Club aided by others is probably for the most part down to him . Quote Link to comment Share on other sites More sharing options...
jagfox Posted November 26, 2019 Report Share Posted November 26, 2019 Disappointing lack of Jaqui Low chat on here... Quote Link to comment Share on other sites More sharing options...
allyo Posted November 26, 2019 Report Share Posted November 26, 2019 1 hour ago, Jordanhill Jag said: Direction and Control of the Running of the Club are different I'm going to cry Quote Link to comment Share on other sites More sharing options...
Auld Jag Posted November 26, 2019 Report Share Posted November 26, 2019 5 hours ago, lady-isobel-barnett said: Noticed that too. Perhaps we just need a thread where a handful of posters can argue the toss as repetitively as they desire, whilst a few other better informed posters can make salient points in the full knowledge that their valid points and information will likely be overlooked. God knows why we need such threads but far be it from me to say they shouldn't exist. To each their own. Can't argue with that. No room for it on this thread. Quote Link to comment Share on other sites More sharing options...
north stander Posted November 26, 2019 Report Share Posted November 26, 2019 Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 26, 2019 Report Share Posted November 26, 2019 2 hours ago, Jordanhill Jag said: What dont you like how its going ? Dont need to be a Lawyer the rules for a Director are very well described and simple to follow ........... No I think your making a t*t of yourself ....this macho desire to have the last word and go on and on and on about how right you are .... well misogyny wins out looks like Quote Link to comment Share on other sites More sharing options...
Springburnjag Posted November 26, 2019 Report Share Posted November 26, 2019 2 hours ago, Jordanhill Jag said: Direction and Control of the Running of the Club are different Absolute theoretical garbage .... literally nothing can happen at the club today if Colin weir doesn’t want it to because he has the control and sets the direction ffs Quote Link to comment Share on other sites More sharing options...
sandbank boy Posted November 26, 2019 Report Share Posted November 26, 2019 2 hours ago, Springburnjag said: Can I make a suggestion that we close this down ? Your not a lawyer neither am I and it’s all a bit irrelevant anyway ( please don’t respond) it would be in everyone’s interest if you me and everyone else put their energy into helping the club transition to the next stage of our development . Just about the most sensible post on this thread. 1 Quote Link to comment Share on other sites More sharing options...
ARu-Strathbungo Posted November 26, 2019 Report Share Posted November 26, 2019 So there was one poxy, 'how to run PTFC' thread that lasted 200+ pages, now this one appears to be going the same way …. can the proponents of this verbal diarrhea please continue their discussions by using the personal mail method …. or arrange a meet at a hostelry close to Firhill to continue their discussions face to face? 2 Quote Link to comment Share on other sites More sharing options...
Garscube Road End Posted November 26, 2019 Report Share Posted November 26, 2019 9 minutes ago, ARu-Strathbungo said: So there was one poxy, 'how to run PTFC' thread that lasted 200+ pages, now this one appears to be going the same way …. can the proponents of this verbal diarrhea please continue their discussions by using the personal mail method …. or arrange a meet at a hostelry close to Firhill to continue their discussions face to face? Why should they? Quote Link to comment Share on other sites More sharing options...
ARu-Strathbungo Posted November 26, 2019 Report Share Posted November 26, 2019 1 minute ago, Garscube Road End said: Why should they? I don't know ….. let me think …… it makes sense??? Quote Link to comment Share on other sites More sharing options...
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