The Jags Foundation

[Woodstock Jag]

1 hour ago, javeajag said:

How to make the simple complicated ….only we could turn fan ownership into a bureaucratic bonanza….but we are where we are…..

who are the jags trust? Who do they represent? How do you become a member ? …..I admit they gave passed me by 

You're absolutely right that this isn't a simple as we would have liked it to be. But in the Short Life Working Group we were looking for a way to make what we have work.

A further share transfer (for example a simple one from PTFC Trust to TJF) would have been expensive (the money can be better spent elsewhere). So the priority shifted towards making the PTFC Trust vehicle a suitable part of the model, while drawing on the strengths of TJF (membership, fundraising, democratic credibility).

Having two corporate trustees, rather than one, provided the PTFC Trust trustees with important assurances about the protection of the asset (i.e. the shares) in the event that something (unexpectedly) went wrong with one of the corporate trustees.

Having another vehicle with suitable corporate governance in the wings, able to assume responsibility, if required, and having a consensual decision-making model, therefore addressed some of the Trustee's reservations about a corporate trustee model.

It's also important that this is not seen as TJF simply "taking over" the PTFC Trust, but a genuine multi-group attempt to align the fanbase and its different representative institutions.

32 minutes ago, eljaggo said:

Agreement seems to me like a (complicated) step in the right direction, showing welcome improvements in fan control.  If I am reading the document correctly, I am a bit alarmed though at the apparent continued ability of PTFC Trust to control progress as they see fit.  Maybe I misread it, or maybe there have been unwritten safeguards agreed between the parties.

As you'll see in the main document, TJF and the rest of the Working Group are very alive to this point. The difficulty with putting a hard backstop on the withdrawal of the five trustees is that there needs to be a bit of flexibility if timelines slip on legals (or for that matter, reform of the Trust/Club relationship).

I wasn't in the room with the Trustees, but the impression I get from our correspondence with them, and from my colleagues, is that they aren't interested in hanging about in those positions longer than is necessary and expedient. The trust deed reform will need to address co-decision-making anyway, so even if they are there for slightly longer, the political reality is that they won't have a free hand simply to do whatever they like.

St Mirren had an (inexact) analogy when SMISA spent a spell as a minority shareholder. Their shareholders' agreement took account of the transitional period, where their legal powers would be more limited. I anticipate that the trust deed reform will seek to do the same, precisely to reassure people like you.

26 minutes ago, a f kincaid said:

Couldn't agree more!

"Passive ownership vehicle", "democratic vehicles", special membership class" "John Lambie Stand Fans" !!!!  

How will season ticket holders who are not members of the TJF or TJT (and perhaps withheld their permission for their details to be passed on the the Trust) become beneficiaries of the PTFC Trust?

Does the penultimate paragraph imply that anyone renewing or buying a season ticket for the first time will have their details shared by the club and the Trust and the Foundation by default?

The PTFC Trust will hold the shares for the beneficiaries (season ticket holders, TJF members and TJT members).

At season ticket renewal time, every ST holder will be given the option, when renewing, to opt-in to a special "beneficiary class" of member of either, both or neither TJF or TJT.

This will enable any PTFC Trust "votes" to be carried out by TJF and TJT, under an explicit opt-in data-sharing arrangement with the Club.

Therefore the "active democratic" element will be done through the corporate trustees. That's what's meant by the PTFC Trust becoming a "passive ownership vehicle".

Think of it as being a bit like a holding company.

[Jordanhill Jag]

21 minutes ago, Woodstock Jag said:

You're absolutely right that this isn't a simple as we would have liked it to be. But in the Short Life Working Group we were looking for a way to make what we have work.

A further share transfer (for example a simple one from PTFC Trust to TJF) would have been expensive (the money can be better spent elsewhere). So the priority shifted towards making the PTFC Trust vehicle a suitable part of the model, while drawing on the strengths of TJF (membership, fundraising, democratic credibility).

Having two corporate trustees, rather than one, provided the PTFC Trust trustees with important assurances about the protection of the asset (i.e. the shares) in the event that something (unexpectedly) went wrong with one of the corporate trustees.

Having another vehicle with suitable corporate governance in the wings, able to assume responsibility, if required, and having a consensual decision-making model, therefore addressed some of the Trustee's reservations about a corporate trustee model.

It's also important that this is not seen as TJF simply "taking over" the PTFC Trust, but a genuine multi-group attempt to align the fanbase and its different representative institutions.

As you'll see in the main document, TJF and the rest of the Working Group are very alive to this point. The difficulty with putting a hard backstop on the withdrawal of the five trustees is that there needs to be a bit of flexibility if timelines slip on legals (or for that matter, reform of the Trust/Club relationship).

I wasn't in the room with the Trustees, but the impression I get from our correspondence with them, and from my colleagues, is that they aren't interested in hanging about in those positions longer than is necessary and expedient. The trust deed reform will need to address co-decision-making anyway, so even if they are there for slightly longer, the political reality is that they won't have a free hand simply to do whatever they like.

St Mirren had an (inexact) analogy when SMISA spent a spell as a minority shareholder. Their shareholders' agreement took account of the transitional period, where their legal powers would be more limited. I anticipate that the trust deed reform will seek to do the same, precisely to reassure people like you.

The PTFC Trust will hold the shares for the beneficiaries (season ticket holders, TJF members and TJT members).

At season ticket renewal time, every ST holder will be given the option, when renewing, to opt-in to a special "beneficiary class" of member of either, both or neither TJF or TJT.

This will enable any PTFC Trust "votes" to be carried out by TJF and TJT, under an explicit opt-in data-sharing arrangement with the Club.

Therefore the "active democratic" element will be done through the corporate trustees. That's what's meant by the PTFC Trust becoming a "passive ownership vehicle".

Think of it as being a bit like a holding company.

For the first time ever - we have the Multi Layers of Fan Groups working as one - well done to everyone involved 

Not too worried about the eventual Model

( as long as we dont follow the Barca One 😄- Visca Espanyol)   

[Jordanhill Jag]

1 hour ago, javeajag said:

How to make the simple complicated ….only we could turn fan ownership into a bureaucratic bonanza….but we are where we are…..

who are the jags trust? Who do they represent? How do you become a member ? …..I admit they gave passed me by 

By adding the Jags Trust - there 8%-  Im assuming gets added to the Share Pot 

[jaggymct]

Great to see this today, seems like a very good solution to me. Nowhere near as complicated as some would like to make out. We’ll done to all involved 😄🇧🇪

[Woodstock Jag]

14 minutes ago, Jordanhill Jag said:

For the first time ever - we have the Multi Layers of Fan Groups working as one - well done to everyone involved 

Not too worried about the eventual Model

( as long as we dont follow the Barca One 😄- Visca Espanyol)   

Espanyol.

I've got Jim bingo! 😜

[Woodstock Jag]

14 minutes ago, Jordanhill Jag said:

By adding the Jags Trust - there 8%-  Im assuming gets added to the Share Pot 

For the avoidance of doubt this isn't part of the proposal.

In part, to avoid any drag and tag issues.

[Fawlty Towers]

Good to see what has been proposed and the sooner we can get to a re-energised PTFC on and off the pitch the better.

[stolenscone]

32 minutes ago, Woodstock Jag said:

For the avoidance of doubt this isn't part of the proposal.

In part, to avoid any drag and tag issues.

Although I guess it brings everyone into the tent, which can only be good.

Edited February 16, 2023 by stolenscone

[sandy]

Roadmap seems good.

But what’s the outcome re fan representation on the Club Board (as St Mirren for example) ?

[Woodstock Jag]

9 minutes ago, sandy said:

Roadmap seems good.

But what’s the outcome re fan representation on the Club Board (as St Mirren for example) ?

You’ll notice that a review of the Memorandum of Understanding between Trust and Club is on the timeline.

We needed to get the corporate trusteeship agreed first before we can get onto those matters.

[sandy]

3 minutes ago, Woodstock Jag said:

You’ll notice that a review of the Memorandum of Understanding between Trust and Club is on the timeline.

We needed to get the corporate trusteeship agreed first before we can get onto those matters.

Okay thanks. Do you sense there is a general willingness to have fan reps on the Club Board?

It was an area of difference early doors between PTFC Trust and TJF. 

[Woodstock Jag]

15 minutes ago, sandy said:

Okay thanks. Do you sense there is a general willingness to have fan reps on the Club Board?

It was an area of difference early doors between PTFC Trust and TJF. 

Their own position moved quite a lot on that even before we started engaging with them, to be fair.

I expect there will be proper fan representation, though the details and manner of appointment/election will need to be agreed with the Club Board.

The pre-December Club Board was of course abnormally large. I would expect any longer term Board to be a good bit leaner (probably bigger than the interim board but not double its size). That obviously affects the discussion about composition.

TJF1 of course had secured agreement to two directors before 3BC pulled the plug. TJF2 argued for three, then offered 2 as a compromise before getting the boot. St Mirren has 4 (a majority). Hearts has 2 (a minority).

[eljaggo]

Woodstock Jag

"St Mirren had an (inexact) analogy when SMISA spent a spell as a minority shareholder. Their shareholders' agreement took account of the transitional period, where their legal powers would be more limited. I anticipate that the trust deed reform will seek to do the same, precisely to reassure people like you."

Mmmmm..... Could you expand please on that last phrase?

Would it have been possible to agree a set of criteria that, if met, would automatically trigger the final stage(s), and agree dates for the achievement of these criteria? Is it too late to do that?

I don't want to sound negative, and I apreciate all the hard work that has gone in to get to this stage, and applaud TJF for their perseverence.

 

[Woodstock Jag]

19 minutes ago, eljaggo said:

Woodstock Jag

"St Mirren had an (inexact) analogy when SMISA spent a spell as a minority shareholder. Their shareholders' agreement took account of the transitional period, where their legal powers would be more limited. I anticipate that the trust deed reform will seek to do the same, precisely to reassure people like you."

Mmmmm..... Could you expand please on that last phrase?

Would it have been possible to agree a set of criteria that, if met, would automatically trigger the final stage(s), and agree dates for the achievement of these criteria? Is it too late to do that?

I don't want to sound negative, and I apreciate all the hard work that has gone in to get to this stage, and applaud TJF for their perseverence.

My point is that there will need to be rules about how decisions are taken by the trustees in the Trust deed when the corporate trustees are added. Those rules will need to be operable before any other trustees step aside.

[scotty]

15 hours ago, javeajag said:

Looks like it’s not finished …..

The Jags Trust website has been like that for years. I joined years ago but have not been to any AGMs. The calling notice for them seems to be the only communication they send to members. A couple of times I've been tempted to cancel my standing order but for £10 a year, the old saying about standing in the tent and pissing out seems to be relevant in these times.

Edited February 17, 2023 by scotty

[javeajag]

So as a member of TJF and a beneficiary of the PTFC trust if I join the Jags Trust will I get three votes ?…….

[scotty]

10 hours ago, sandy said:

Roadmap seems good.

But what’s the outcome re fan representation on the Club Board (as St Mirren for example) ?

As the majotity shareholders would be fans' organisations I would think that the obvious make-up of the board would be to have a majority of "fans" on the board. Why else would anyone sit on the board of a football club if they have no interest, financial or otherwise, in that club? If you look at the manner that TJF has operated then I'm sure that there are people within the ranks of our support who will have the knowledge, connections and skills to oversee the running of a football club the size of Thistle.

[scotty]

27 minutes ago, javeajag said:

So as a member of TJF and a beneficiary of the PTFC trust if I join the Jags Trust will I get three votes ?…….

.... and maybe another one if you sit in the JL stand?

[Woodstock Jag]

1 hour ago, javeajag said:

So as a member of TJF and a beneficiary of the PTFC trust if I join the Jags Trust will I get three votes ?…….

No, you would get one vote.

Beneficiaries (ST holders, TJF members, TJT members) get to vote on Trust matters. But these votes will be administered by TJF and TJT, working together. Data sharing arrangements between the Club, TJF and TJT will facilitate these votes taking place, as and where needed.

TJF members will get to vote on TJF matters.

TJT members will get to vote on TJT matters.

[eljaggo]

Clear as mud to me.  Who decides what are separate issues for each organisation?

If two or more organisations decide a single issue (say raising capital for refurbishment) is relevant to them, then presumably Javajag and many others will have one vote for each of their memberships/beneficiaries on that single issue.

PS. From personal experience the Jags Trust will need to get their act together sharpish w.r.t membership.

Edited February 17, 2023 by eljaggo

[laukat]

Whilst its good that we have the fans groups coming together to provide common ownership of the shares I'm struggling with the relationship between the board that owns the shares and the board that runs the club. I suspect most of my questions will be answered when the memorandum of understanding is published.

Whilst we await that assuming TJF get a couple of seats on the club board will the nominees be open to a vote by TJF members? If so is their position subject to re-election and if so on what timescale?

Assuming the Jags Trust and PTFC Trust are going to secure board seats are they going to elect nominee's?

Who does the chief exec answer to - the club board or the owners? Has any consideration been given to how often his performance will be reviewed? 

[Dick Dastardly]

1 hour ago, laukat said:

Whilst its good that we have the fans groups coming together to provide common ownership of the shares I'm struggling with the relationship between the board that owns the shares and the board that runs the club. I suspect most of my questions will be answered when the memorandum of understanding is published.

Whilst we await that assuming TJF get a couple of seats on the club board will the nominees be open to a vote by TJF members? If so is their position subject to re-election and if so on what timescale?

Assuming the Jags Trust and PTFC Trust are going to secure board seats are they going to elect nominee's?

Who does the chief exec answer to - the club board or the owners? Has any consideration been given to how often his performance will be reviewed? 

The CEO is a board appointment and therefore reports to the board.

The board are shareholders appointments and therefore report to the shareholders.

Same for every company 

[Woodstock Jag]

4 hours ago, eljaggo said:

Clear as mud to me.  Who decides what are separate issues for each organisation?

“Beneficiary decisions) will be defined in whatever Club/Trust agreement is reached (you will see the Memorandum will be reviewed as part of this timeline).

Issues about the corporate governance of TJF will remain matters for TJF. The matters specified in our own Articles of Association will determine what our actual members vote on. Same for TJT.

4 hours ago, eljaggo said:

If two or more organisations decide a single issue (say raising capital for refurbishment) is relevant to them, then presumably Javajag and many others will have one vote for each of their memberships/beneficiaries on that single issue.

No! The organisations don’t “decide what’s relevant to them”. The Club/Trust agreement will decide what counts as a beneficiary vote.

Anything else is a matter for members of TJF or TJT (as the case may be).

Each individual will not get more than one vote on any given decision. That’s what the data sharing agreement will be for. Specifically to prevent that.

[Woodstock Jag]

4 hours ago, laukat said:

Whilst its good that we have the fans groups coming together to provide common ownership of the shares I'm struggling with the relationship between the board that owns the shares and the board that runs the club. I suspect most of my questions will be answered when the memorandum of understanding is published.

Correct. It still needs reviewed.

4 hours ago, laukat said:

Whilst we await that assuming TJF get a couple of seats on the club board will the nominees be open to a vote by TJF members? If so is their position subject to re-election and if so on what timescale?

This detail has still to be determined. It is part of the MOU review.

If it provides some comfort the Trust were already saying (publicly) before our talks with them in December that they’d be aiming for two Club Board reps for the ownership vehicle.

4 hours ago, laukat said:

Assuming the Jags Trust and PTFC Trust are going to secure board seats are they going to elect nominee's?

See above.

4 hours ago, laukat said:

Who does the chief exec answer to - the club board or the owners? Has any consideration been given to how often his performance will be reviewed? 

The Chief Executive answers to the Board of Directors of the Football Club.

Performance is reviewed under fan ownership in exactly the same way as it is in private ownership.

[scotty]

22 minutes ago, Woodstock Jag said:

“Beneficiary decisions) will be defined in whatever Club/Trust agreement is reached (you will see the Memorandum will be reviewed as part of this timeline).

Issues about the corporate governance of TJF will remain matters for TJF. The matters specified in our own Articles of Association will determine what our actual members vote on. Same for TJT.

No! The organisations don’t “decide what’s relevant to them”. The Club/Trust agreement will decide what counts as a beneficiary vote.

Anything else is a matter for members of TJF or TJT (as the case may be).

Each individual will not get more than one vote on any given decision. That’s what the data sharing agreement will be for. Specifically to prevent that.

This could become so complicated it gets messy. On the face of it, if there is some decision "shareholders" need to make, TJF members won't have a say whereas TJT members will. Season ticket holders and any other categotries which are included as beneficiaries of PTFC Trust will also have a say.

I'm glad I'm not responsible for sorting this out. Good luck guys.