Articles of Association - Minority Shareholders

[Very Bitter Jag]

FTAOD I have faith in TJF, they have said there will be a detailed response soon, I am happy to wait. It is possible to have concerns without going into hyperbole. 

[Lambies Lost Doo]

2 minutes ago, Very Bitter Jag said:

FTAOD I have faith in TJF, they have said there will be a detailed response soon, I am happy to wait. It is possible to have concerns without going into hyperbole. 

Sensible post. A rare spot on the board 👌 

[javeajag]

I think all this stems from a few things that will hopefully be clarified soon…..

1. the club board and the trust have not adequately worked out a way of working that takes into account proper fan ownership and it’s necessary consultation and involvement. I think we will find in this lastest investment the trust and club board didn’t factor in fan consultation until others raised it which was very late in the process.

2. I believe this stems from the very beginning of the establishment of the ptfc trust and its  passive and meek approach to fan ownership and its non existent communication and fan involvement strategy.

3.  The creation of the trust alongside the jags trust and Tjf has just confused and muddied the waters. The Tjf has the members but the trust in which the Tjf is a minority player has the votes. The sooner we move to one fan body the better.

4. I think the latest developments will ultimately prove to have led to positive outcomes but through a very tortuous  route.

[Lenziejag]

1 hour ago, javeajag said:

I think all this stems from a few things that will hopefully be clarified soon…..

1. the club board and the trust have not adequately worked out a way of working that takes into account proper fan ownership and it’s necessary consultation and involvement. I think we will find in this lastest investment the trust and club board didn’t factor in fan consultation until others raised it which was very late in the process.

2. I believe this stems from the very beginning of the establishment of the ptfc trust and its  passive and meek approach to fan ownership and its non existent communication and fan involvement strategy.

3.  The creation of the trust alongside the jags trust and Tjf has just confused and muddied the waters. The Tjf has the members but the trust in which the Tjf is a minority player has the votes. The sooner we move to one fan body the better.

4. I think the latest developments will ultimately prove to have led to positive outcomes but through a very tortuous  route.

Are you guessing here or have some inside info. It just doesn’t ring true to me, particularly after the recent announcement by TJF that we have Fan ownership with the aim to have greater fan consultation to include all fans. So to kind of say that it was an afterthought….

[dl1971]

3 hours ago, The Legend Blows said:

This whole affair absolutely stinks and as far as I can tell TJF who we'd hoped might bring some sanity and clarity to the running of PTFC are powerless puppets in this whole shoddy affair. 

I'll say it again, but does anybody know what the funk is going on here?

What individual or individuals are wielding all the power here and delivering this laughable excuse for fan ownership?

Wee Jacqui must be pishing herself laughing at the Thistle fans and the great new dawn we're having after her departure.

I think you will find that it's thistle fans laughing/cringing at your inane posts. Stop being lazy. Read the posts above and then string some sensible words together. No harm in a counter argument but at least try and make it a tad cohesive. Thank you. 

[javeajag]

34 minutes ago, Lenziejag said:

Are you guessing here or have some inside info. It just doesn’t ring true to me, particularly after the recent announcement by TJF that we have Fan ownership with the aim to have greater fan consultation to include all fans. So to kind of say that it was an afterthought….

Well one insight would be that TJF are a minority trustee in the ptfc trust ….

[Jordanhill Jag]

9 hours ago, stolenscone said:

Hi LJ - isn't that what TJF is supposed to achieve though? It feels more democratic to have all supporters to have their say via the fan vehicle (which in turn is the trustee that nominates the club director) whan it would be to say that a single minority shareholder nominates a director.  

Maybe just me, but the model doesn't feel terribly "establishment" to my mind.

The key issues David are thus 

Two of the Trusts hold No Elections but get to nominate both Trustees and Directors - how is this Fan Ownership ? its a small group nominate other members of a small group and deciding how to run the Club 

There is no difference between the Trustees and the Board - Shareholders hold Boards to account - our Shareholders change the Articles to accommodate the lack of Directors - an issue caused by the Board - so in effect the Trustees are happy to do whatever the Board asks - as most of the Directors are Trust nominees - its one in the same 

Whilst we are going down the Fan Ownership Model - Minority Shareholders who own 8.5% are ignored - the Jags Trust for 7.5% get a Trust Nominee - the USA Investors - a place on the Board 

why is the 8.5% of no consequence ? was there money not as good as the USA Investor ? By todays Valuation its circa £450K 

yet two organisations without any elections are in effect Running the Club 

why are they afraid of Directors being appointed ( or elected ) outwith the Trusts by Minority Shareholders ? 

[stolenscone]

Hi Jim - I hope you're keeping well?

My view, for what it's worth, is that the PTFC Trust is something of an anomaly. In due course, the unelected trustees will resign, and we're left with a shell that holds the shares that is fully accountable to fans via the membership of the two supporter associations.  Of course, if the unelected trustees don't resign, then I think we have a problem. 

As for the Jags Trust: it's been such sleepy organisation for so long that I totally get your point. (Does it not hold regular AGMs and hold regular elections? It certainly should.) I can, however, understand why they were folded into the structure - the run up to the resignation en masse of the previous board was a very fractious time, and there was merit in trying to be as inclusive as possible. Ultimately, though, I would like to see us with a single, engaged and responsive fan base represented by a single engaged and responsive supporter's body - which at the moment feels like it should be TJF, if only because of their greater energy and activity. 

As for minority shareholders having a director nominated to the club board: I would prefer not to see this happen. (In the interests of full disclosure, I do hold a few shares.) My reason for thinking this is that I want there to be unity among the support - no one group deserves to have more influence than any other. (Should season ticket holders get a director? What about non season ticket holders? What about people who bought bricks? Etc etc. You get the point.)  I think that it should ideally all be done through a flat structure via a single fan body.

Last point: I would have preferred the TJF / club board to have consulted on the changes to the articles of association.  But I say that without knowing the background or having spent any time assessing the extent of the changes that were made.  Context is important  - I only expect consultation on the big stuff, and I'm  not yet certain how big or otherwise the changes were. Nor do I know what commercial confidentiality restrictions might have applied before the investment.  But on its face, it does feel like a bit of a misstep.  That said, you can't run any business without having some latitude to make decisions.  So, I'm currently on the fence on this particular point.

Best wishes 

David

Edited October 15, 2023 by stolenscone

[The Legend Blows]

3 hours ago, dl1971 said:

I think you will find that it's thistle fans laughing/cringing at your inane posts. Stop being lazy. Read the posts above and then string some sensible words together. No harm in a counter argument but at least try and make it a tad cohesive. Thank you. 

Yip. And still nobody has any answers to my questions. I have read ever post in every thread about this nonsense. All we seem to get is conjecture but nobody seems to know who's calling the shots, pulling the strings, whatever way you want to phrase it. The wool is well and truly being pulled over our eyes and our pants pulled down simultaneously.

Still nobody can tell me the grand plan and who's making the decisions. Complete and utter fools we are being made.

The main reason for this, it's all total guesswork from people on here cause we'll be the last to know where our club will be in 6, 12, 24 months time. 

Edited October 15, 2023 by The Legend Blows

[javeajag]

1 hour ago, stolenscone said:

Hi Jim - I hope you're keeping well?

My view, for what it's worth, is that the PTFC Trust is something of an anomaly. In due course, the unelected trustees will resign, and we're left with a shell that holds the shares that is fully accountable to fans via the membership of the two supporter associations.  Of course, if the unelected trustees don't resign, then I think we have a problem. 

As for the Jags Trust: it's been such sleepy organisation for so long that I totally get your point. (Does it not hold regular AGMs and hold regular elections? It certainly should.) I can, however, understand why they were folded into the structure - the run up to the resignation en masse of the previous board was a very fractious time, and there was merit in trying to be as inclusive as possible. Ultimately, though, I would like to see us with a single, engaged and responsive fan base represented by a single engaged and responsive supporter's body - which at the moment feels like it should be TJF, if only because of their greater energy and activity. 

As for minority shareholders having a director nominated to the club board: I would prefer not to see this happen. (In the interests of full disclosure, I do hold a few shares.) My reason for thinking this is that I want there to be unity among the support - no one group deserves to have more influence than any other. (Should season ticket holders get a director? What about non season ticket holders? What about people who bought bricks? Etc etc. You get the point.)  I think that it should ideally all be done through a flat structure via a single fan body.

Last point: I would have preferred the TJF / club board to have consulted on the changes to the articles of association.  But I say that without knowing the background or having spent any time assessing the extent of the changes that were made.  Context is important  - I only expect consultation on the big stuff, and I'm  not yet certain how big or otherwise the changes were. Nor do I know what commercial confidentiality restrictions might have applied before the investment.  But on its face, it does feel like a bit of a misstep.  That said, you can't run any business without having some latitude to make decisions.  So, I'm currently on the fence on this particular point.

Best wishes 

David

As I understand  it the TJF were only told about the investment once it was effectively a done  deal but the forthcoming statement may shed more light on this ….

[Jordanhill Jag]

31 minutes ago, The Legend Blows said:

Yip. And still nobody has any answers to my questions. I have read ever post in every thread about this nonsense. All we seem to get is conjecture but nobody seems to know who's calling the shots, pulling the strings, whatever way you want to phrase it. The wool is well and truly being pulled over our eyes and our pants pulled down simultaneously.

Still nobody can tell me the grand plan and who's making the decisions. Complete and utter fools we are being made.

The main reason for this, it's all total guesswork from people on here cause we'll be the last to know where our club will be in 6, 12, 24 months time. 

David 

there are two reasons why I disagree 

The problem is that if the Shareholders are joined at the hip with the Board as they currently are via the Trustees - then No one is holding the Board to Account 

The changes to the Articles to allow change of the minimum Quorum being a prime example

this had nothing to do with a Confidential Investment - its an issue created by the Board which now only has four Directors

If they cant get the required Quorum in person at a Board Meeting - its there problem - instead the Trustees change the rules to accommodate a problem of the Boards own making  

Cosy arrangements where everyone does back room deals leads to poor Corporate Governance - so does everyone on a Board with the same outlook 

There should always be room for alternate views and the obvious Group is from the minority shareholders 

lest we forget - the Thistle Trust made a big play that Due Diligence was not required - we nearly went bust  and without the Rangers Game and Alastair Creevy we would have been in dire straits -  we have had to get additional funding from the USA and already changed to “ the German Model” with zero Fan input 

the Club have nothing to fear from alternate views - unless of course they want a cosy wee gang running the Club - and that will lead to failure 

Edited October 15, 2023 by Jordanhill Jag

[Jordanhill Jag]

24 minutes ago, javeajag said:

As I understand  it the TJF were only told about the investment once it was effectively a done  deal but the forthcoming statement may shed more light on this ….

If true thats a concern 

and we have had no explanation as to why the other potential £400K did not get put forwards 

[javeajag]

24 minutes ago, Jordanhill Jag said:

If true thats a concern 

and we have had no explanation as to why the other potential £400K did not get put forwards 

Hence my post earlier in the thread.

 I made the point that the club board and the trust have not really grasped what bring fan owned should mean and indeed both have elements who don’t see why they should involve fans in these kinds of decisions 

And that is concerning 

[stolenscone]

7 hours ago, Jordanhill Jag said:

David 

there are two reasons why I disagree 

The problem is that if the Shareholders are joined at the hip with the Board as they currently are via the Trustees - then No one is holding the Board to Account 

The changes to the Articles to allow change of the minimum Quorum being a prime example

this had nothing to do with a Confidential Investment - its an issue created by the Board which now only has four Directors

If they cant get the required Quorum in person at a Board Meeting - its there problem - instead the Trustees change the rules to accommodate a problem of the Boards own making  

Cosy arrangements where everyone does back room deals leads to poor Corporate Governance - so does everyone on a Board with the same outlook 

There should always be room for alternate views and the obvious Group is from the minority shareholders 

lest we forget - the Thistle Trust made a big play that Due Diligence was not required - we nearly went bust  and without the Rangers Game and Alastair Creevy we would have been in dire straits -  we have had to get additional funding from the USA and already changed to “ the German Model” with zero Fan input 

the Club have nothing to fear from alternate views - unless of course they want a cosy wee gang running the Club - and that will lead to failure 

Hi Jim - if your point here is about good corporate governance (rather than representing the specific interests of a very narrow group of supporters) then I think we agree.  I would prefer to see that done via a truly independent non exec director though. I don't think that it works well if you just have different people trying to represent small groups of the support, which I suspect would eventually cause factionalism. 

If I recall correctly, the composition of the board was something that the club and TJF had flagged from the outset as being an issue, born from the absence of a proper period of transition and handover.  I agree that it needs sorting, but I'm also mindful that it's still a journey.  If the final landing still has no proper balance, then we should try to change that by voting to mandate the majority shareholder supporter association(s) to make that change. 

[Lenziejag]

16 hours ago, javeajag said:

Well one insight would be that TJF are a minority trustee in the ptfc trust ….

I don’t know what that means - is it a yes or no to you having inside information?

[Lenziejag]

13 hours ago, javeajag said:

As I understand  it the TJF were only told about the investment once it was effectively a done  deal but the forthcoming statement may shed more light on this ….

This surely can’t be true - they have a seat on the board.

[harrywrag]

Noticed on companies house web site we have a young director very early 20s born 2001 🤔

[javeajag]

1 hour ago, Lenziejag said:

This surely can’t be true - they have a seat on the board.

And enter the famous non disclosure agreements that surround  the club so TJF may have a rep in the board but they are not allowed to share information with TJF …. Yes I know 

[Jordanhill Jag]

2 hours ago, javeajag said:

And enter the famous non disclosure agreements that surround  the club so TJF may have a rep in the board but they are not allowed to share information with TJF …. Yes I know 

They have two reps on the Board 

[Lenziejag]

2 hours ago, javeajag said:

And enter the famous non disclosure agreements that surround  the club so TJF may have a rep in the board but they are not allowed to share information with TJF …. Yes I know 

I am not sure this is correct. Previously, TJF had a representative on the board that couldn’t share information. But since the announcement of true fan ownership, I am sure a TJF Board member is also on the Club Board.

[Jordanhill Jag]

9 hours ago, stolenscone said:

Hi Jim - if your point here is about good corporate governance (rather than representing the specific interests of a very narrow group of supporters) then I think we agree.  I would prefer to see that done via a truly independent non exec director though. I don't think that it works well if you just have different people trying to represent small groups of the support, which I suspect would eventually cause factionalism. 

If I recall correctly, the composition of the board was something that the club and TJF had flagged from the outset as being an issue, born from the absence of a proper period of transition and handover.  I agree that it needs sorting, but I'm also mindful that it's still a journey.  If the final landing still has no proper balance, then we should try to change that by voting to mandate the majority shareholder supporter association(s) to make that change. 

We already have multi pressure groups connected to the Board and the Trust pushing there particular agenda - so we already have factionalism - the only group with zero voice are those fans who used there own cash to buy shares 

Again if the Jags Trust with 7.5% have a say then the 8.5% minority shareholders should have a voice 

As for Non Execs - you would need more than one and unconnected to the Trusts etc 

 

[javeajag]

42 minutes ago, Lenziejag said:

I am not sure this is correct. Previously, TJF had a representative on the board that couldn’t share information. But since the announcement of true fan ownership, I am sure a TJF Board member is also on the Club Board.

If they signed an nda then they were in the situation as before …. I think this is the point although we are in our way to true fan ownership we are not there yet 

[Lenziejag]

40 minutes ago, javeajag said:

If they signed an nda then they were in the situation as before …. I think this is the point although we are in our way to true fan ownership we are not there yet 

The point was that fan consultation being an afterthought and TJF not being aware of the investment until it was a done deal didn’t ring true to me, which were 2 things that I think you have put forward. TJF are obviously aware of some things that go on in the board as they in the breakdown with Mr Creevy.

[JeanieD]

For me it seems a bit contradictory to impose a NDA on directors of a supposedly Fan Owned Club - doesn't create an impression of transparency or clarity but then again I suppose that is the nature of "business".

All a bit "smoke-and-mirrors" for my taste.

[javeajag]

1 hour ago, Lenziejag said:

The point was that fan consultation being an afterthought and TJF not being aware of the investment until it was a done deal didn’t ring true to me, which were 2 things that I think you have put forward. TJF are obviously aware of some things that go on in the board as they in the breakdown with Mr Creevy.

We shall see when TJF statement appears but my understanding is that the points are made are in fact correct 

on mr Creevy he approached them which is different ….