Egm Round 2

[GrantB]

Are the trust acting on the wishes of their membership or is this latest bout of lunacy purely the work of the trust board?

[stolenscone]

Of course, aside from "context", the other important "c" is "consequences".

 

If the result of another no vote at the EGM is to persuade the current money men on the Club board to walk, and pull the plug on their way out, then you'd need to think long and hard before you decided to vote against the proposal, provided you've got the Club's best interests at heart.

 

It's not a very palatable reason for making your decision, but it is a valid one...

[Fellow Traveller]

I think I just get nervous every time the club board start having ideas and doing things. It's a shame they've made faith a bad word over the years when, in the absence of cash or success, it's the stuff football clubs live on. But when you're not sure which way to go, going the opposite way from the Trust is usually a fairly safe bet. They've been on the wrong side of every argument since Willjag was a boy.

 

If the motion is defeated again, before anyone does anything hasty I think we'd be entitled to inquire what plans the objectors have for keeping the club alive. If all it amounts to is asking Beattie and Allan to pick up the tab while they stymie them at every turn, then we'll see just how bankrupt (or perhaps impecunious) they are in the ideas department. And then they should do the decent thing and bugger off, leaving the current board to get on with it, with all of us keeping a wary eye on what they do next.

 

That's about the best we can hope for, but it's a lot better than the alternatives.

[sandy]

Are the trust acting on the wishes of their membership or is this latest bout of lunacy purely the work of the trust board?

 

Personally I found the Trust Board statement confusing and still weighed down by previous side-taking.

 

I'm much more inclined to follow the professional judgement of stolenscone and jaf on these matters.

[Willjag]

If some former members of the JTB had the balls to stand up to those in power a few years back perhaps these clowns wouldn't have found it so easy to be still clinging on!

[Vom Itorium]

Reading between the lines of all this I can only see this going one way...

[Allan Heron]

4. Conflict of Interest

I find it a bit difficult to follow the Trust's argument here. I think that anyone who has concerns on this specific point would be better served to read the explanatory note posted on the other thread, which goes into some detail about the legal protections offered by the underlying law when it comes to director conflict issues – for example, the need to act in accordance with the best interests of the company; the "fiduciary" duty that the directors have towards the company etc. I don't see anything in the Trust's concerns here which is not dealt with in that explanatory note.

 

As somebody posted on another thread -- "context" is very important. You simply can't come to an informed decision on the conflict of interest issue unless you understand it in the context of the in-built legal protections which are offered to shareholders. If those protections mean that the shareholder is adequately protected, then the issue should not be of anything other than academic concern.

 

A question that popped into my mind about this - is there any distinction in the process for shareholders taking action against directors based on whether provisions are enshrined within the Articles of Association or if they apply by default via the Companies Act?

[Allan Heron]

I've had a few goes at trying to understand the motivation of the holders of what I have called the "custodian" shares, (the shares that Norman Springford reportedly thought should be given to Messrs McMaster and Hughes at the time of Save the Jags to make sure that no one had a controlling majority).

 

Since then, more shares have been issued by the company and the original group of major shareholders has expanded. Brown McMaster has left the board and is now a director of Stenhousemuir. He may have transferred his custodian shares to his children. Norman Springford appears to have no interest in PTFC at present and is at Ochilview more than Firhill. Tom Hughes is no longer a director.

 

I don't think it's too much of a leap to conclude that the original "Springford Plan" of ensuring that control of the club would not shift, has fallen by the wayside.

 

My view is that the lifespan of those custodian shares has come to a natural end and the logical conclusion is that the shares should be returned to the club. Instead, it looks like a substantial chunk of control lies outside our boardroom, in the hands of people who played their part, but are now footnotes in the history of the club.

 

To me, that is more worrying than the concerns voiced by the Trust with regard to the future takeover of the club based on 75% ownership triggering a forced sale of the remaining shares.

 

The pedant in me would point out that Brown McMaster is no longer on the board at Stenhousemuir. He stood down shortly after resigning from his position at the SFL.

 

I think you are absolutely correct about the role of the custodian shares - but this is another horse that bolted long, long ago as there was no express provision made in the provision of these shares that would bind Brown McMaster and Tom Hughes to any course of action dependent on circumstances (i.e. once they left the Firhill boardroom). There only remains a moral imperative on these people to "do the right thing" but I suspect that's not a line they would agree with. They've certainly shown no inclination to do so in the past.

 

What's baffled me about this affair to date is that the club board held the original EGM knowing the position regarding the weighting of voting power, but made no attempt to try to manage that situation. It seemed either complacent or naive, and made it easy for everyone to jump to conclusions. (Many of those who are now broadly supportive - including myself - had reacted negatively at the outset.) The approach this time around seems much more constructive and is creating a situation where anyone with a more destructive agenda is going to be more clearly exposed as they would appear to have either no or, at worst, less substantive grounds to base any objections.

[stolenscone]

A question that popped into my mind about this - is there any distinction in the process for shareholders taking action against directors based on whether provisions are enshrined within the Articles of Association or if they apply by default via the Companies Act?

 

 

No difference, so far as I am aware.

[Blackpool Jags]

The pedant in me would point out that Brown McMaster is no longer on the board at Stenhousemuir. He stood down shortly after resigning from his position at the SFL. I think you are absolutely correct about the role of the custodian shares - but this is another horse that bolted long, long ago as there was no express provision made in the provision of these shares that would bind Brown McMaster and Tom Hughes to any course of action dependent on circumstances (i.e. once they left the Firhill boardroom). There only remains a moral imperative on these people to "do the right thing" but I suspect that's not a line they would agree with. They've certainly shown no inclination to do so in the past. What's baffled me about this affair to date is that the club board held the original EGM knowing the position regarding the weighting of voting power, but made no attempt to try to manage that situation. It seemed either complacent or naive, and made it easy for everyone to jump to conclusions. (Many of those who are now broadly supportive - including myself - had reacted negatively at the outset.) The approach this time around seems much more constructive and is creating a situation where anyone with a more destructive agenda is going to be more clearly exposed as they would appear to have either no or, at worst, less substantive grounds to base any objections.

All of this.

[stolenscone]

OK, I've had the night to sleep on it and reflect.

 

I can understand why someone would look at the EGM proposal governing the conflict of interest and immediately react badly. It looks very much as though the provision will give those conflicted directors a free hand to do whatever they like without any of the checks and balances that a shareholder will want to see to make sure that their actions are taken in the best interests of the company (i.e. the Club). I'm a lawyer, but I'm a property, not a corporate expert, and my immediate reaction when I the first EGM notification arrived was broadly along these lines.

 

But what the Club failed to explain 1st time around is what other protections exist within the law to afford the shareholders the comfort and protection that they need in order to give this motion their support at the EGM.

 

I've done a bit of research into this since then, and my (more informed) reaction is now supportive of the changes proposed by the Club. The explanatory note produced by the Club's lawyers is broadly in line with the position that I had arrived at of my own account.

 

So, my advice, for what it's worth, is to read the explanatory note and think about whether the protections outlined in that note are sufficiently robust to guard against the risks that worry you about the EGM proposal. In my case, the answer is "yes they do offer sufficient protection". If your answer happens to be "no", or "I still don't know", then think about what it is that worries you which is not already covered off, and ask the question, whether here, or better still at the Meet the Board event on Thursday.

 

My goal in all of this has only ever been to ensure that there is an informed debate about these issues. The information is now there in front of you, so go ahead and inform yourself and then come to your decision.

 

That's the "context" bit. Once you've reached that decision, then consider the likely "consequences" of a yes or no vote at the EGM, and decide whether those likely consequences are sufficient to change your mind on what you should do.

Edited September 21, 2011 by stolenscone

[Julie Ann]

Are the trust acting on the wishes of their membership or is this latest bout of lunacy purely the work of the trust board?

very important question. what if the jags trust members support the current board's plans? what if its just the current jt board being railroaded by longstanding faces who have history and stuckrecord syndrome about seats on the board pushing their own personal agenda? how do we know that the jt board is representing the views of its members? any jt member been asked?

[Vom Itorium]

very important question. what if the jags trust members support the current board's plans? what if its just the current jt board being railroaded by longstanding faces who have history and stuckrecord syndrome about seats on the board pushing their own personal agenda? how do we know that the jt board is representing the views of its members? any jt member been asked?

I presume the membership will be asked at the the meeting they are having on the 5th October. I might even attend myself and vote against their short-sightedness since they insist on still sending me out all their pish and wasting stamps.

[Guest fredthecheesecloth]

I firmly believe that the Jags Trust members should be polled on 2 topics.

 

DO WE VOTE FOR OR AGAINST THE BOARD. (YES/NO)

 

SHOULD THE JT BE DISBANDED. (YES/NO)

 

No funny wording, no confusing 'sidewaysism', no talking about the past.

[Blackpool Jags]

very important question. what if the jags trust members support the current board's plans? what if its just the current jt board being railroaded by longstanding faces who have history and stuckrecord syndrome about seats on the board pushing their own personal agenda? how do we know that the jt board is representing the views of its members? any jt member been asked?

 

The JT is writing to members giving its 'position' on the matters at hand. Members are asked to contact the chair either by email or 'at the Livy game'.

 

Members should relay views (and presumably their votes) to Morag McHaffie at [email protected]

 

I hope and expect I'm not doing anything wrong by posting this, but I've just responded to Morag with my views which are best summarised as: please count me as a 'yes' vote re the proposed amended A of A.

 

I would suggest that other JT members communicate their views to the chair and how they would wish the Trust to vote on their behalf, and stating membership number.

[Shuggie]

Thanks BJ for the prompt.

 

I have e-mailed Morag thus:-

 

Morag,

 

I remain entirely convinced that the JT should support the PTFC Board in the forthcoming EGM.

 

I would add that I would also be delighted to hear that the JT request that former Thistle minded shareholders do the right thing and pass on their shares to the JT so it may become the custodian of the future of the Club - wherever that future may take us all.

 

 

 

Hugh

[lennythistle]

Thanks BJ for the prompt.

 

I have e-mailed Morag thus:-

 

Morag,

 

I remain entirely convinced that the JT should support the PTFC Board in the forthcoming EGM.

 

I would add that I would also be delighted to hear that the JT request that former Thistle minded shareholders do the right thing and pass on their shares to the JT so it may become the custodian of the future of the Club - wherever that future may take us all.

 

 

 

Hugh

 

Myself and the Mrs have done the same.

[Guest fredthecheesecloth]

Hello Morag,

 

I understand that I am required as a Jags Trust member to provide you with my 'vote' on the proposed changes to the AoA.

 

I am entirely convinced that the JT should support the PTFC Board in the forthcoming EGM, I find it very difficult to understand the credibility of any other decision. I look forward to you acknowledging my vote as 'counted' and in engaging in debate with you regarding the subject at the forthcoming Jags Trust meeting.

 

Andrew

[Colognejag]

May not be easy for anyone to do/know this, but can anyone work out how many votes are in each camp?

 

How many did the "yes" camp got and how many the "no" camp in the last EGM? There has been much pleading to reverse the decision, but is it likely or have the "old guard" got too many shares to block the idea?

[Allan Heron]

May not be easy for anyone to do/know this, but can anyone work out how many votes are in each camp?

 

How many did the "yes" camp got and how many the "no" camp in the last EGM? There has been much pleading to reverse the decision, but is it likely or have the "old guard" got too many shares to block the idea?

 

For the articles to be passed requires 75% of those present and voting at the meeting to pass. Effectively this means that any two major shareolders voting against takes you very close to blocking the change - add a third and it's blocked

Edited September 21, 2011 by Allan Heron

[Willjag]

very important question. what if the jags trust members support the current board's plans? what if its just the current jt board being railroaded by longstanding faces who have history and stuckrecord syndrome about seats on the board pushing their own personal agenda? how do we know that the jt board is representing the views of its members? any jt member been asked?

Beware the sign of the "proxy vote"!!!!

[Fawlty Towers]

E-mail sent to the Jags Trust Chair expressing my request for the Trust to vote for the proposals.

[Third Lanark]

Just sent my email as well asking the Jags Trust to vote yes with the current board

[Shuggie]

In response to my earlier e-mail to the JT, Morag quickly replied.

 

She asked if I could participate in these meetings but if I could not my views would be taken forward.

She also asked me to be more specific re who concerned me from the 200 shareholders when I touched on

“former Thistle minded shareholders”

 

Here is my reply:

 

Morag,

 

Like many a far flung Nomad, I am unable to participate in these pending meetings other than react to information and discussion on Jags websites .... and write to you!

 

Those large shareholders who were created around STJ now concern me greatly.

 

I hold to the belief that the fans as a body ought to hold a far greater sway in what future lies ahead. As a trust member of AFC Telford here in Shropshire I see it working beautifully and it pains me to see PTFC stumble around with the JT. Nevertheless, the fans utilising the JT can become a way forward with current shareholder participation - specifically the donating of shares to the fans of PTFC. This could well provide a huge stimulus and a more effective vehicle for participation of all fans within and without the PTFC Board.

 

Those large shareholders who have the ability to block the PTFC Board do concern me and have so for a good few years, particularly those who no longer seem to be in line with our Board.

I would love the truth, the whole truth and nothing but the truth to be revealed in whatever meetings now lie ahead of us in the coming weeks - not just from the Board but from all large shareholders.

 

Let's find out what is best for Thistle and then align all "Thistle minded" folk to that Goal. There is certainly suspicion that other motivations have got in the way of what is truely best for the Jags. Without a real step change in the quality of communication between PTFC stakeholders, such suspicions actively work against us all.

 

I urge the JT Board to go to it and ensure the right questions and likely/possible follow up questions are planned and executed.

 

This must surely be make or break time for the JT?

 

I wish you, the JT and PTFC well.

 

Hugh

[Steven H]

Bump! To refresh peoples memory of the reason for tonights meeting.