Allan Heron Posted February 8, 2011 Report Share Posted February 8, 2011 (edited) And there's more - this covers the notice period required to be given to shareholders where such notice is required as would appear to be the case for the removal of a director as per my previous post. Again, this does not appear to have been complied with. (Edited to add - not finished looking, only finished looking for now. There's a big juicy section about significant non-cash asset transactions that I need to get to grips with) Edited February 8, 2011 by Allan Heron Quote Link to comment Share on other sites More sharing options...
glasgow boy Posted February 8, 2011 Report Share Posted February 8, 2011 mcmaster and springford didn't vote. Quote Link to comment Share on other sites More sharing options...
Woodstock Jag Posted February 8, 2011 Report Share Posted February 8, 2011 mcmaster and springford didn't vote. You seem certain? It was a secret ballot. We don't even know what instructions were given by proxy voters. It's possible for proxy votes to be used at the holder's discretion on specific issues unless the individual proxied requests otherwise. If McMaster/Springford's shares were held by another individual on an open basis they might have been used. Quote Link to comment Share on other sites More sharing options...
sandy Posted February 8, 2011 Report Share Posted February 8, 2011 You seem certain? It was a secret ballot. We don't even know what instructions were given by proxy voters. It's possible for proxy votes to be used at the holder's discretion on specific issues unless the individual proxied requests otherwise. If McMaster/Springford's shares were held by another individual on an open basis they might have been used. Surely someone used to the professional code of ICAS ethics would have the moral fibre to resist playing with proxies in this way? Especially if they had a personal interest in removing a Director who had a good line in questions about the past? Unthinkable, clearly Quote Link to comment Share on other sites More sharing options...
northernsoul Posted February 8, 2011 Report Share Posted February 8, 2011 mcmaster and springford didn't vote. They were used though. Quote Link to comment Share on other sites More sharing options...
jaf Posted February 8, 2011 Report Share Posted February 8, 2011 (edited) I don't believe for a minute that Messrs Hughes or Beattie would have outright asked the Jags Trust to help them knife another director in the back. And it will have been purely a coincidence that the same urgently called meeting was used to discuss ways in which the door, previously slammed in the Trust's face, might reopen and let them get involved in the workings of the club. Might as well talk about these things while you're there, in a totally non-related sort of way. Theres always open lines of communication between TH and the JTB though DU....after all why else would a JTB member (current and at that time) have been given the opportunity to invest in propco by Tom Hughes? Or maybe it was the Jags Trust being given the opportunity via that JTB member, those in the Trust at the time will remember? Either ways its another example of when they want something, they cosy up to the JTB. Edited February 8, 2011 by jaf Quote Link to comment Share on other sites More sharing options...
jaf Posted February 8, 2011 Report Share Posted February 8, 2011 (Edited to add - not finished looking, only finished looking for now. There's a big juicy section about significant non-cash asset transactions that I need to get to grips with) Allan, I too have a corporate law question that you can maybe help with??? It regards the concept of fiduciary duty which I assume still has application? If there is a perception of a conflict of interest in a transaction by pretty much every man and their dog, and you as a board member of the companies involved do not build in safeguards to remove the apparent conflict, are you in breach of your fiduciary duty as a company director? Quote Link to comment Share on other sites More sharing options...
Fellow Traveller Posted February 8, 2011 Report Share Posted February 8, 2011 Either ways its another example of when they want something, they cosy up to the JTB. The JT is a corpse that they like to animate when it will serve their purposes. I'm pretty sure it was always intended to be that way, it's just a shame it bottled the opportunity to grow up and stand on its own two feet. While I'm here, maybe I missed a very basic point, but there must have been a specific motion to have a vote to remove Jim: who proposed it? Quote Link to comment Share on other sites More sharing options...
Woodstock Jag Posted February 8, 2011 Report Share Posted February 8, 2011 While I'm here, maybe I missed a very basic point, but there must have been a specific motion to have a vote to remove Jim: who proposed it? No, that's not what has to happen. At every AGM the board of directors has to be re-elected individually by shareholder vote. In previous years the Club has haphazardly done this en-masse (as Allan Heron alluded to earlier, this can be done, but it requires motion without dissent to that effect). This year that en-masse motion did not happen. Every other director was re-elected without any dissent (as far as I know) but Jim Alexander had only 1.71 million in favour and 5.07 million against. Quote Link to comment Share on other sites More sharing options...
honved Posted February 8, 2011 Report Share Posted February 8, 2011 (edited) I hate to be pedantic (well ok I love it really) but is it not the case that the directors are electedannually, so it's not removal of a director under company law, it's an agenda item "re-election of directors". Here's the JT notes on the 2010 AGM where you can see what happened then. edited to add - these notes are in the JT website library Edited February 8, 2011 by honved Quote Link to comment Share on other sites More sharing options...
Fellow Traveller Posted February 8, 2011 Report Share Posted February 8, 2011 Appreciate the clarifications, guys. So there's Tom Hughes sitting with a pocket full of proxy votes that he'd gathered on the pretext of enabling the board to change the limit on share capital they can issue and along comes the chance to stick the knife in... Who could resist? Anyone with class, ethics, no conflict of interest and the good of the club at heart, I suppose. But apart from that. Quote Link to comment Share on other sites More sharing options...
sandy Posted February 8, 2011 Report Share Posted February 8, 2011 You couldn't make this stuff up. Where's Taggart when you need him? "haw sur, theres been a murder up Firhill way...." If not Taggart, then Bert? Quote Link to comment Share on other sites More sharing options...
javeajag Posted February 9, 2011 Report Share Posted February 9, 2011 You couldn't make this stuff up. Where's Taggart when you need him? "haw sur, theres been a murder up Firhill way...." If not Taggart, then Bert? dear oh dear we are begiining to make the OF seem positively sane and i suppose TH shot kennedy as well.... how about going for a simple explanantion JA didnt get on with his fellow board members so they voted hom off thats what BD said and it happens all the time....as has been alluded to here JA isnt with issues and as my son says 'hes a nutter that guy...' Quote Link to comment Share on other sites More sharing options...
McKennan Posted February 9, 2011 Report Share Posted February 9, 2011 Well, it wouldn't be the first time someone's been dumped off a company board for either telling unpleasant truths or having a big gub. Jim Alexander is clearly popular with a section of the fanbase, so much so there's a witch hunt being prosecuted on his 'behalf'. (Did anyone ask him about this, by the way?) I have no idea why he was pushed out. However, he's been one of the more visible board members over the past while which tell you a great deal about the rest of the shower on the Thistle senate. If any of the others had been dumped there wouldn't have been a fraction of the fuss. Jim's former colleagues on the board might do well to realise this. There's more to running a business than watching the debit side of the ledger and doing bugger all about it. Quote Link to comment Share on other sites More sharing options...
Fellow Traveller Posted February 9, 2011 Report Share Posted February 9, 2011 I'd say Jim's removal has been the catalyst for bringing to a head a festering problem within (or just outside) the boardroom and I definitely count myself among those who would like it resolved for the good of the club. Not sure it's on Jim's behalf as such - I haven't spoken to him, but imagine he'd hardly be looking to rejoin the board any time soon. But people casting the votes, wielding the knife etc should simply be ready to be held accountable for their actions because their actions at the club will be brought into the public arena for debate. We went too far down the road of a club that was saved by the fans 12 years ago to become the plaything of a couple of operators behind closed doors now. (And I share your concern about Billy Allan, McKennan, just as much as I do about Beattie or Hughes.) Quote Link to comment Share on other sites More sharing options...
sandy Posted February 9, 2011 Report Share Posted February 9, 2011 (edited) dear oh dear we are begiining to make the OF seem positively sane and i suppose TH shot kennedy as well.... how about going for a simple explanantion JA didnt get on with his fellow board members so they voted hom off thats what BD said and it happens all the time....as has been alluded to here JA isnt with issues and as my son says 'hes a nutter that guy...' javeajag, with respect to your opinions, this problem is one of deeprootedness and complexity not OF-style (in)sanity. As others have astutely deduced, we may have to wake up and smell the coffee. JJs style is unique, but he is a man of integrity who had the longer-term interests of the Club in his heart. If only others had such qualities, we might not be in the same mess. PropCo....discuss ? Double Ugly has seer-like qualities, he is usually proved correct by history. Just a thought. Edited February 9, 2011 by sandy Quote Link to comment Share on other sites More sharing options...
jaf Posted February 9, 2011 Report Share Posted February 9, 2011 I'd say Jim's removal has been the catalyst for bringing to a head a festering problem within (or just outside) the boardroom and I definitely count myself among those who would like it resolved for the good of the club. Not sure it's on Jim's behalf as such - I haven't spoken to him, but imagine he'd hardly be looking to rejoin the board any time soon. But people casting the votes, wielding the knife etc should simply be ready to be held accountable for their actions because their actions at the club will be brought into the public arena for debate. We went too far down the road of a club that was saved by the fans 12 years ago to become the plaything of a couple of operators behind closed doors now. (And I share your concern about Billy Allan, McKennan, just as much as I do about Beattie or Hughes.) I agree with everything in this post. I have been more than willing to give DB and BA the benfeit of the doubt, time, and my support; but I am afraid that is now eroded. Its a shame as deep down I honestly do believe BA has the clubs best interest at heart. My personal view however is that the best interest of the club is a future sans the multiple hat wearing TH, and since they take a contrary view, I can only assume that they endorse the recent financial regime of failure. Finally, some problems have surfaced for the club which are well known, some may say these were due to poor financial controls, some may say that is not the case, however DB and BA by not holding anyone accountible are transferring a share of future accountability for any financial problems, mistakes, etc onto themselves. Quote Link to comment Share on other sites More sharing options...
jaf Posted February 9, 2011 Report Share Posted February 9, 2011 as has been alluded to here JA isnt with issues and as my son says 'hes a nutter that guy...' Hardly the most articulate and persuasive argument I have ever read on this forum. Quote Link to comment Share on other sites More sharing options...
Allan Heron Posted February 9, 2011 Report Share Posted February 9, 2011 I hate to be pedantic (well ok I love it really) but is it not the case that the directors are electedannually, so it's not removal of a director under company law, it's an agenda item "re-election of directors". Here's the JT notes on the 2010 AGM where you can see what happened then. edited to add - these notes are in the JT website library That argument could be sustained up to a point. And that point takes place at the meeting with the Trust that took place on the Friday. That changes it, in my mind at least, from a simple failure to obtain shareholders vote to secure re-election to a plan (I was tempted to use the "c" word) to remove him. Quote Link to comment Share on other sites More sharing options...
Allan Heron Posted February 9, 2011 Report Share Posted February 9, 2011 (edited) dear oh dear we are begiining to make the OF seem positively sane and i suppose TH shot kennedy as well.... how about going for a simple explanantion JA didnt get on with his fellow board members so they voted hom off thats what BD said and it happens all the time....as has been alluded to here JA isnt with issues and as my son says 'hes a nutter that guy...' If that's the case then it should be stated clearly and unequivocally so that there's no ambiguity. And if this is the case then it's further evidence that this was a planned removal of a director rather than simply a failure to gain enough votes for re-election. Tom Hughes doesn't need to have shot Kennedy (he'd probably have missed anyway) but he does have an obligation to ensure that the football club meet their corporate obligations. As McKennan notes, Jim has a high respect rating because of his visibility. That matters significantly to the fans, and does need to be borne in mind by the remaining members of the board. And for what it's worth, Jim is a succesfull businessman and may be a stubborn, self-opinionated individual (show me a succesful businessman who isn't) but the one thing he is not is a nutter. Although there have been times......... Edited February 9, 2011 by Allan Heron Quote Link to comment Share on other sites More sharing options...
Allan Heron Posted February 9, 2011 Report Share Posted February 9, 2011 Theres always open lines of communication between TH and the JTB though DU....after all why else would a JTB member (current and at that time) have been given the opportunity to invest in propco by Tom Hughes? Or maybe it was the Jags Trust being given the opportunity via that JTB member, those in the Trust at the time will remember? Either ways its another example of when they want something, they cosy up to the JTB. When I was Secretary I was certainly approached by Tom Hughes about the Trust's interest in investing in PropCo. Whether others were contacted individually I know not - I do know that at least one other member of the Trust Board at the time had expressed an interest in buying individual shares in the club but this was not followed through by the club at the time. Quote Link to comment Share on other sites More sharing options...
Allan Heron Posted February 9, 2011 Report Share Posted February 9, 2011 Allan, I too have a corporate law question that you can maybe help with??? It regards the concept of fiduciary duty which I assume still has application? If there is a perception of a conflict of interest in a transaction by pretty much every man and their dog, and you as a board member of the companies involved do not build in safeguards to remove the apparent conflict, are you in breach of your fiduciary duty as a company director? I think I'm in the wrong business!! I can't claim to be an expert in these matters - I'm just the sad git that reads these things but there's no great mystery to most of them Anyway, there are sections on the issues you mention which I'll check out when I can. Quote Link to comment Share on other sites More sharing options...
javeajag Posted February 9, 2011 Report Share Posted February 9, 2011 Hardly the most articulate and persuasive argument I have ever read on this forum. Ok if his interpersonal interactions with some supporters on match days is reflective of his behaviour in the boardroom then that may explain the action Quote Link to comment Share on other sites More sharing options...
javeajag Posted February 9, 2011 Report Share Posted February 9, 2011 javeajag, with respect to your opinions, this problem is one of deeprootedness and complexity not OF-style (in)sanity. As others have astutely deduced, we may have to wake up and smell the coffee. JJs style is unique, but he is a man of integrity who had the longer-term interests of the Club in his heart. If only others had such qualities, we might not be in the same mess. PropCo....discuss ? Double Ugly has seer-like qualities, he is usually proved correct by history. Just a thought. Sorry still don't get it what's the conspiracy?! Quote Link to comment Share on other sites More sharing options...
javeajag Posted February 9, 2011 Report Share Posted February 9, 2011 If that's the case then it should be stated clearly and unequivocally so that there's no ambiguity. And if this is the case then it's further evidence that this was a planned removal of a director rather than simply a failure to gain enough votes for re-election. Tom Hughes doesn't need to have shot Kennedy (he'd probably have missed anyway) but he does have an obligation to ensure that the football club meet their corporate obligations. As McKennan notes, Jim has a high respect rating because of his visibility. That matters significantly to the fans, and does need to be borne in mind by the remaining members of the board. And for what it's worth, Jim is a succesfull businessman and may be a stubborn, self-opinionated individual (show me a succesful businessman who isn't) but the one thing he is not is a nutter. Although there have been times......... I thought DB did explain it ? And it's not surprising if it was inter personal on nature details are omitted Quote Link to comment Share on other sites More sharing options...
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