jaf Posted September 7, 2011 Report Share Posted September 7, 2011 The work on the articles was done in April 2011. The principal responsibility for overseeing the work on the articles would have been that of the Company Secretary at the time. As I understand it, there have been little or no changes to the draft articles since then. So how do a set of Articles, the drafting of which was being overseen by a man who the lawyers were consulting directly with over the changes, come to be voted against by that man after he no longer fills the post? It seems strange to me to try to work out whether he had the best interests of Partick Thistle in mind when he was fulfilling the function of Company Secretary and having the articles framed in a way that allows day to day transactions to happen without directors being hamstrung by shareholder consultation at each and every turn (which would of course have covered his firm in the past as he has been transacting with the club), or whether he had the best interests of Partick Thistle at heart when exercising his guardianship shares to vote against the motion adopting the articles that he was the clubs liaison point in having drafted. Its all quite puzzling to me. Quote Link to comment Share on other sites More sharing options...
honved Posted September 7, 2011 Report Share Posted September 7, 2011 (edited) This will clear it all up for you edited to add Actually this type of thing is the very essence of what's wrong at the top and has been wrong at the top since Noah was a boy. My open message to Mr Beattie or anyone else that's listening is to stop patronising the fans and speaking like Tony Blair. Instead, spell out what the changes are that need to be made, why they are being proposed now and not before now and what the benefits will be for the club, not the board. Edited September 7, 2011 by honved Quote Link to comment Share on other sites More sharing options...
jaf Posted September 7, 2011 Author Report Share Posted September 7, 2011 this will clear it all up for you It doesnt really answer the question of how the past Company Secretary could oversee the drafting of Articles then vote against them? At which point was he acting in the best interests of Partick Thistle - as Company Secretary or as an exerciser of guardianship shares voting....surely it cant be both as the articles are not materially different to what he was dealing with? Quote Link to comment Share on other sites More sharing options...
Fellow Traveller Posted September 7, 2011 Report Share Posted September 7, 2011 Actually this type of thing is the very essence of what's wrong at the top and has been wrong at the top since Noah was a boy. My open message to Mr Beattie or anyone else that's listening is to stop patronising the fans and speaking like Tony Blair. Instead, spell out what the changes are that need to be made, why they are being proposed now and not before now and what the benefits will be for the club, not the board. A thousand times yes to this. The previous directors may well be evil incarnate (or just a bit useless), but Beattie and Allan have to raise their game here and spell things out much more clearly. More facts and figures, less badge kissy bullshit. And then we might start getting somewhere we'd all like to see the club get to. Quote Link to comment Share on other sites More sharing options...
Vom Itorium Posted September 7, 2011 Report Share Posted September 7, 2011 (edited) Personally I don't think that message is going to solve anything. To say a small number of shareholders are standing in the way is true, but it is a small number who are holding a rather large amount of shares and I don't see how that message is going to change anything unless there has been a lot of discussion going on in the background. A bigger turnout at the next EGM may well see the motions being passed by a hand count, but if a poll vote is called then I am sure we will be back to seeing these motions defeated. October 7th is a huge day in the history of PTFC from what I can see. Edited September 7, 2011 by Vom Itorium Quote Link to comment Share on other sites More sharing options...
jaf Posted September 7, 2011 Author Report Share Posted September 7, 2011 (edited) This will clear it all up for you edited to add Actually this type of thing is the very essence of what's wrong at the top and has been wrong at the top since Noah was a boy. My open message to Mr Beattie or anyone else that's listening is to stop patronising the fans and speaking like Tony Blair. Instead, spell out what the changes are that need to be made, why they are being proposed now and not before now and what the benefits will be for the club, not the board. I will try to summarise how I see it. I add I am not a lawyer (one thing that does concern me is that the SD lawyer would need to be given the context to advise properly and I am unsure whether that was done) I as you know am a big critic of conflict of interest. In the main in the propco transaction. That horse has bolted. But the inherent perceived conflict that followed in propco, and dealings with the businesses of the directors that is now being dealt with. In the main as I understand it the changes are required by changes to Companies Act. However there is also the issue of conflict of interest. The Board would be hamstrung unless these changes to articles are made. Why? because they would have to consult the shareholders on each transaction involving one of their companies. Now, take into account the money they put into the club through sponsorship, etc, and the services they provide - this would be an administrative nightmare. This is why the changes are being proposed. Directors still have responsibilities which mean that this does not give them carte blanche to screw the club over, (I hasten to add , in my opinion, I do not think Messrs Allan and Beattie would in any case). Minority shareholders also have more protections than they ever have. So protections still exist, in fact arguably more than in the past. The Board have businesses to run and other commitmnets, this Board are sizeable net contributors to the Club, and it is totally impractical to have shareholder approval on a transaction by transaction basis. This Board try to lead ethical business careers and so I am sure they do not wish to act (even if the transactions are in the best interests of the club) without the appropriate approvals - this is something that really should have been tidied up on the previous company secretary's watch but wasn't. So if those approvals cannot be gained by this change to the Articles, then this Board cannot act within the moral code they bring to their business careers and the financial benefits that arise to Partick Thistle from that will cease. Would I rather have a Board with such a moral code who are net contributors to the club operating under the proposed set of articles, or a board who are net takers with an altogether different moral code acting under the older articles. Well, for me, thats a bit of a no brainer. Two words are important here. Context and consequences. And I think both of those 'C's' need considered as people decide how to vote next time round. Edited September 7, 2011 by jaf Quote Link to comment Share on other sites More sharing options...
Vom Itorium Posted September 7, 2011 Report Share Posted September 7, 2011 (edited) I will try to summarise how I see it. I add I am not a lawyer (one thing that does concern me is that the SD lawyer would need to be given the context to advise properly and I am unsure whether that was done) I as you know am a big critic of conflict of interest. In the main in the propco transaction. That horse has bolted. But the inherent perceived conflict that followed in propco, and dealings with the businesses of the directors that is now being dealt with. In the main as I understand it the changes are required by changes to Companies Act. However there is also the issue of conflict of interest. The Board would be hamstrung unless these changes to articles are made. Why? because they would have to consult the shareholders on each transaction involving one of their companies. Now, take into account the money they put into the club through sponsorship, etc, and the services they provide - this would be an administrative nightmare. This is why the changes are being proposed. Directors still have responsibilities which mean that this does not give them carte blanche to screw the club over, (I hasten to add , in my opinion, I do not think Messrs Allan and Beattie would in any case). Minority shareholders also have more protections than they ever have. So protections still exist, in fact arguably more than in the past. The Board have businesses to run and other commitmnets, this Board are sizeable net contributors to the Club, and it is totally impractical to have shareholder approval on a transaction by transaction basis. This Board try to lead ethical business careers and so I am sure they do not wish to act (even if the transactions are in the best interests of the club) without the appropriate approvals - this is something that really should have been tidied up on the previous company secretary's watch but wasn't. So if those approvals cannot be gained by this change to the Articles, then this Board cannot act within the moral code they bring to their business careers and the financial benefits that arise to Partick Thistle from that will cease. Would I rather have a Board with such a moral code who are net contributors to the club operating under the proposed set of articles, or a board who are net takers with an altogether different moral code acting under the older articles. Well, for me, thats a bit of a no brainer. Two words are important here. Context and consequences. And I think both of those 'C's' need considered as people decide how to vote next time round. I agree with everything you are saying here. To me, and I am not clued up in the ins and outs of business is merely the Board trying to make life easier for the Club in functioning without rigmarole. Why this would be such an issue is beyond me and for it to potentially lead to the most clued up business people we have walking away from a situation that would make running the club efficiently and leaving us on the brink would be a catastrophe. We are a business and should abide by Company Law. To me it is as simple as that and all this talk of ulterior motives is nonsense. Edited September 19, 2011 by Vom Itorium Quote Link to comment Share on other sites More sharing options...
jaf Posted September 7, 2011 Author Report Share Posted September 7, 2011 To me it is as simple as that and all this talk of ulterior motives is nonsense. Oh I dont doubt there are ulterior motives behind this shambles. I just question where they rest. Quote Link to comment Share on other sites More sharing options...
Vom Itorium Posted September 7, 2011 Report Share Posted September 7, 2011 Oh I dont doubt there are ulterior motives behind this shambles. I just question where they rest. I can see this ending only one way... Quote Link to comment Share on other sites More sharing options...
Robert Dunn's Potential Posted September 7, 2011 Report Share Posted September 7, 2011 So, if the Arts need changed because currently the BoD and Club are required to seek approval from the shareholders every time there is a possible conflict of interest, were the shareholders asked to approve the fee proposals from the likes of Gerber Landa and Gee in the past? Quote Link to comment Share on other sites More sharing options...
Norgethistle Posted September 7, 2011 Report Share Posted September 7, 2011 This also, did it not, stood during the past but was never something that the shareholders were given any say over, or am I reading this situation wrong? I agree with everything you are saying here. To me, and I am not clued up in the ins and outs of business is merely the Board trying to make life easier for the Club in functioning without rigmarole. Why this would be such an issue is beyond me and for it to potentially lead to the most clued up business people we have walking away from a situation that would make running the club efficiently and leaving us on the brink would be a catastrophe. We are a business and should abide by Company Law. To me it is as simple as that and all this talk of ulterior motives is nonsense. Completely agree with this and the OP, if this was such an issue at the time why did the clubs legal guru not see a problem when he was in the inner circle but does now....... smoke and mirrors and the JT is getting played by its previous adverseries Quote Link to comment Share on other sites More sharing options...
Dunfermline Jag Posted September 7, 2011 Report Share Posted September 7, 2011 So, if the Arts need changed because currently the BoD and Club are required to seek approval from the shareholders every time there is a possible conflict of interest, were the shareholders asked to approve the fee proposals from the likes of Gerber Landa and Gee in the past? In the past the holders of a majority of the shares also sat on the Board so approval by the Board was, in effect, approval by the shareholders. Now the majority of the shares are held by people who are not on the Board, which changes the whole situation. Quote Link to comment Share on other sites More sharing options...
jaf Posted September 7, 2011 Author Report Share Posted September 7, 2011 I can see this ending only one way... All I can say for all those who dont really want to try to understand this stuff, is over successive forums I have been Mr Boring on the subject of conflicts of interest, this was mainly on a transactional basis relating to propco. So as the guy who was banging on about conflict of interest loudest and longest (along with a few admirable allies such as Mr Forbes) when those now mentioning that it is not simply enough to say 'thistle minded' sat on a Board when that phrase was being used, it does make me laugh! So I am going right out there and going to say as a doomsayer of all things relating to conflict of interest, that there has been scaremongering in my opinion on this issue, and the context has been ignored, history has been ignored, practicalities of running the club have been ignored, and I suspect other motivations have driven some parties voting patterns. I do not believe the voting of these article changes through will be detrimental to PTFC Ltd in terms of conflict of interest issues. So you can believe the guy who banged on boringly about it for a long time, or you can believe the JohnnyComeLatelys who have a problem with it now they are outside the tent. All I have ever cared about is protecting our football club. I dont think voting against the amendments to the articles protects the Club in my opinion. Quote Link to comment Share on other sites More sharing options...
Vom Itorium Posted September 7, 2011 Report Share Posted September 7, 2011 All I can say for all those who dont really want to try to understand this stuff, is over successive forums I have been Mr Boring on the subject of conflicts of interest, this was mainly on a transactional basis relating to propco. So as the guy who was banging on about conflict of interest loudest and longest (along with a few admirable allies such as Mr Forbes) when those now mentioning that it is not simply enough to say 'thistle minded' sat on a Board when that phrase was being used, it does make me laugh! So I am going right out there and going to say as a doomsayer of all things relating to conflict of interest, that there has been scaremongering in my opinion on this issue, and the context has been ignored, history has been ignored, practicalities of running the club have been ignored, and I suspect other motivations have driven some parties voting patterns. I do not believe the voting of these article changes through will be detrimental to PTFC Ltd in terms of conflict of interest issues. So you can believe the guy who banged on boringly about it for a long time, or you can believe the JohnnyComeLatelys who have a problem with it now they are outside the tent. All I have ever cared about is protecting our football club. I dont think voting against the amendments to the articles protects the Club in my opinion. I fully agree. It will lead to the people at the top table walking and leave us with not a pot to piss in. (from outside or in) Quote Link to comment Share on other sites More sharing options...
sandbank boy Posted September 7, 2011 Report Share Posted September 7, 2011 In the past the holders of a majority of the shares also sat on the Board so approval by the Board was, in effect, approval by the shareholders. Now the majority of the shares are held by people who are not on the Board, which changes the whole situation. This sums up many pages of debate in a couple of lines. Quote Link to comment Share on other sites More sharing options...
lady-isobel-barnett Posted September 7, 2011 Report Share Posted September 7, 2011 This sums up many pages of debate in a couple of lines. Let's hope so, I'm fast losing the will to live. btw how many regular Jags fans will be totally unaware of all these shenanigans? I've spoken to many fans who don't clock in to the official site never mind here. Quote Link to comment Share on other sites More sharing options...
potty trained Posted September 7, 2011 Report Share Posted September 7, 2011 btw how many regular Jags fans will be totally unaware of all these shenanigans? I've spoken to many fans who don't clock in to the official site never mind here. Exactly. and of the people on here. Maybe 10 at most have debated the goings on of the last week to any purposeful length. so... the trust polled their members as the rules see fit, and i would assume have not had any such revolt from their actions. therefore the trust will maintain their stance, until such times as the club approach them to try and sway their opinion. The ball is in the clubs court. Quote Link to comment Share on other sites More sharing options...
stolenscone Posted September 7, 2011 Report Share Posted September 7, 2011 Two words are important here. Context and consequences. And I think both of those 'C's' need considered as people decide how to vote next time round. This is the nub of it for me. If the "consequence" of another no vote is for the current board to decide that they can't do their job effectively and stand down, then in my opinion, we're stuffed and might as well turn out the lights. If that leads to certain former directors using blocks of guardianship shares to get themselves back on the BoD when they've displayed no aptitude for running the Club for the last 5+ years, well, I'm sure you can see the irony when those shares were gifted as part of the prescription to save the Club all those years ago. All this of itself might mean that anyone who really has the best interests of the Club at heart has little option but to support the motion at the next EGM. But as jaf points out, "context" is also important. What is lacking in this discussion is a proper look at the 2006 Act to see just what shareholder protections are enshrined in statute. If the net effect of the statutory protections is to leave the shareholders protected, then there is no real reason to vote against the proposal at the EGM. I've never held myself out as a corporate specialist, but I'll have a look at the proposed motion (when it lands on my doorstep) in the context of the Act and post my thoughts at that time. For what it's worth, I do feel that we're at a tipping point, however, and the consequences of any vote should be very carefully considered before being made. If we're faced with a choice of the current BoD vs former directors clubbing together to get back in control of the Club, well, that's a no brainer for me. Quote Link to comment Share on other sites More sharing options...
beep0608 Posted September 7, 2011 Report Share Posted September 7, 2011 (edited) Let's hope so, I'm fast losing the will to live. btw how many regular Jags fans will be totally unaware of all these shenanigans? I've spoken to many fans who don't clock in to the official site never mind here. Like you, I can only read so much of this stuff before my eyes start to glaze over. I'm glad (and very thankful) that some folk here have their eyes on the ball, but who am I to trust? I don't have a clue about individual motivations, the politics and finances involved, and so on and so on to infinity and beyond. I joined the Jags Trust because I liked the idea of there being a fans association, but that seems to have fallen to bits and is discredited so....what's worse is it's probably only succeeded in causing rifts not between fans and club but between the fans themselves. Hardly what anybody wanted, but that's politics for you. The message would seem to be that a supporters organisation will never work as it would just go the same way again, one way or another. How do we then influence anything at the club, in any meaningful way? Pass. Unless one of us comes into big money, and doesn't drop Thistle for Barca. Ultimately, we're all just pissin' in the wind, "and there ain't nothin' like a friend, who can tell you you're just pissin' in the wind." (50 bonus points for the song reference). Edited September 7, 2011 by beep0608 Quote Link to comment Share on other sites More sharing options...
yoda-jag Posted September 7, 2011 Report Share Posted September 7, 2011 Ultimately, we're all just pissin' in the wind, "and there ain't nothin' like a friend, who can tell you you're just pissin' in the wind." (50 bonus points for the song reference). neil young ambulance blues from 74's on the beach long player closing track Quote Link to comment Share on other sites More sharing options...
beep0608 Posted September 8, 2011 Report Share Posted September 8, 2011 neil young ambulance blues from 74's on the beach long player closing track Quote Link to comment Share on other sites More sharing options...
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