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Post by kentenigmawcfc on Jul 10, 2016 22:02:01 GMT
Unfortunately not, he points to a plan to reduce expenditure and look to increase income, which might be nothing more than motherhood and apple pie, but it is still responsible business. I've been there myself, where in order to reduce expenditure we had to implement a whole load of redundancies, but if that doesn't work, and it didn't, we had to wind the business up, as that was the only way left to protect shareholders interests. Hampson does have plenty of previous in doing this at his other companies, mainly engineering companies. The trouble is, this isn't an engineering company, its a football club, its a very different beast. And whether we like it or not (and we don't) the shareholders voted in favour of Hampsons policy last Thursday by rejecting change. Now now Jem, you where speaking Hampster there. Shareholders didn't vote against the plan. Those in the room which was almost everyone voted for the motions. Those against are the Board, the old Board and all there families who hold shares plus those shareholders reluctant to gift their shares to the Trust. Don't forget the 90,000+ other shares held for which no votes were cast at all. So I know I am being a pedantic wind up merchant Jem but it was some ahreholders voted against not the majority.
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Post by jimbo on Jul 10, 2016 22:42:04 GMT
Kent, Jem is stating a fact...... The majority of shares voted against the motion !!
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Post by kentenigmawcfc on Jul 11, 2016 0:12:50 GMT
Hi Jimbo, Yes you are correct in so much that the majority of share votes cast were against but they were large or maximum permitted shareholdings held by around 20 to 25 people. There were significantly more people than that in the room on Thursday and I am sure Jem will correct me as he is more likely to know the exact figure but I think I heard someone say there are around 490 shareholders but cannot be sure of that. So I am just making the point that the majority of shareholders did not vote against the resolutions as some unenlightened outsider might have gleaned from Jem's comment it was the usual small number of suspects who won't let go of power.
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Post by kentenigmawcfc on Jul 11, 2016 7:13:56 GMT
Hi Jimbo, Well a little surprised to hear your last comment as thought that sort of thing happened in the bigger companies in lieu of payment of a bonus but a perfectly plausible possibility as to how that stand legally I don't know but I assume if it is declared to the 'Inland Revenue' that these shares were taken in lieu of payment it probably is legal. Sadly I am not up on these quirky technical issues but know from some of the comments on here that there are people that are. As to challenging that I doubt we would have much success unless both the Club and the receiving parties have not declared that to the I.R. but doubt they would be that stupid as they know how to cover their collective backs.
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Post by Brooksiders Return!! on Jul 11, 2016 10:52:43 GMT
Agreed, and this is why its very difficult to change a constitution, needing a 75% in favour vote. This was brought in to protect smaller shareholders in a company where a few shareholders owning over 50% of the shares could make constitutional changes that affected the majority of the shareholders. Ironically, with the vote going as it did, if the Board proposed a new constitution that those in the room did not agree with, they would also not get a 75% in favour vote, and could not bring in change either. So we have a complete stalemate here. A number of the larger shareholders in WCFC decided to vote against the resolutions last Thursday, and in the cold light of day, our job is now not to moan and whinge about them, but to ask ourselves why? Did they not understand the need for change? Were they concerned about what was going to happen to their shares? Do they have concerns about our ability to run the club? Do they trust us? Do they actually care at all, and want to just keep the status quo? Have we as a group not appealed to them in the right way, and is it our value proposition that isn't hitting home?
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Deleted
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Post by Deleted on Jul 11, 2016 11:02:01 GMT
They just want to keep all the secret deals etc well and truly locked away in private. We're dealing with people who have benefited financially from the misfortunes of WCFC. They couldn't give a sh!t about the supporters or the Trust. As long as Hampson, or any Hallmark, puppet is in charge there will be no change.
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Post by Brooksiders Return!! on Jul 11, 2016 11:39:07 GMT
Yes but the worry is then, that there will be no change regardless of who sits on the Board.
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Post by greenman on Jul 11, 2016 13:09:30 GMT
It would appear that we have a stalemate situation and even if we had sufficient shareholders on the Board to instigate a change of Chairman it would appear that the Trust would never win support for a change to the constitution. As I have said previously Hampson has not and never will win the support of many fans at a time when unity is needed more than ever, he should therefore instigate proceedings to wind up WCFC now, any funds left over could be distributed to shareholders, who in turn those who support the Trust may wish to donate any receipts to them. AFC Worcester is then formed to play at whatever level in the football pyramid that could be achieved and put an end to the sorrowful saga that has befallen WCFC.
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Post by auldreekie on Jul 11, 2016 14:12:27 GMT
I don't want to like them, I want to respect them and feel confident that they have the interests of the club at heart, and that doesn't mean just shareholders, but also supporters, sponsors, management, players and the wider community. Again, this is very hard to achieve in a business run as a Ltd. company, where the primary function is to look after shareholders interests only. I am not sure that even as things stand at present there is a conflict in the structure. The Companies Act 2006 introduced seven general duties of a director. With the caveat that you need to read all seven together, it is worth looking at one in detail: “ Duty to promote the success of the company”. This is new terminology and the Act defines what that means and uses fairly straightforward language. “ A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole”. The Government said that " success means what the members collectively want the company to achieve". In a commercial company “ success” is considered to be “ long-term increase in value”. But the Act recognises that some companies have different objectives and can have different ways of considering success. You can certainly not consider a local football club as a conventional commercial operation simply for the benefit of the shareholders with the sole objective of operating to increase long-term value in the company. This must be the case for Worcester City Football Club Limited where the Memorandum of Association when the company was incorporated in 1928 was to take over the running of the unincorporated Worcester City Football Club and run a football club and all other objects are to support that. The people who set the company’s object at that time was to run a football club and not make money. This new duty give directors a far wider responsibility to consider wider stakeholder interests.
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Post by Brooksiders Return!! on Jul 12, 2016 8:50:10 GMT
From the Club Statement Well actually the Supporters Trust do not conduct their business in public or via the media either, but what they do do is inform supporters of what is going on in the best way that they can. Unsurprisingly, supporters appreciate this, although at times are critical that we don't provide enough information, a criticism that we take on board. What is always refreshing is that supporters also give comment, provide assistance and new ideas. The Supporters Trust is answerable to its members, the club board is answerable to shareholders. Only one group operates in an open transparent manner. Remember when we were told by the board at an AGM that parts of the management accounts would be published on the website? It never happened did it?
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Post by Brooksiders Return!! on Jul 12, 2016 8:54:04 GMT
I don't want to like them, I want to respect them and feel confident that they have the interests of the club at heart, and that doesn't mean just shareholders, but also supporters, sponsors, management, players and the wider community. Again, this is very hard to achieve in a business run as a Ltd. company, where the primary function is to look after shareholders interests only. I am not sure that even as things stand at present there is a conflict in the structure. The Companies Act 2006 introduced seven general duties of a director. With the caveat that you need to read all seven together, it is worth looking at one in detail: “ Duty to promote the success of the company”. This is new terminology and the Act defines what that means and uses fairly straightforward language. “ A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole”. The Government said that " success means what the members collectively want the company to achieve". In a commercial company “ success” is considered to be “ long-term increase in value”. But the Act recognises that some companies have different objectives and can have different ways of considering success. You can certainly not consider a local football club as a conventional commercial operation simply for the benefit of the shareholders with the sole objective of operating to increase long-term value in the company. This must be the case for Worcester City Football Club Limited where the Memorandum of Association when the company was incorporated in 1928 was to take over the running of the unincorporated Worcester City Football Club and run a football club and all other objects are to support that. The people who set the company’s object at that time was to run a football club and not make money. This new duty give directors a far wider responsibility to consider wider stakeholder interests. Unfortunately, as I've said before, that is the considered view of the chairman, as a conventional commercial operation simply for the benefit of shareholders with the sole objective to increase long term value! And on that sole objective, he and the board have failed dramatically.
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Post by jimbo on Jul 12, 2016 9:23:17 GMT
Jem, It is obvious the board is running the business at a loss with no apparent plan to turn it around, which is likely to lead to bancrupsy. knowing company law as well as some of you, I'd like to ask the question: is this legal ? If not, surely there must be some official action that we can take as shareholders.
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Post by auldreekie on Jul 12, 2016 10:14:24 GMT
I am not sure that even as things stand at present there is a conflict in the structure. The Companies Act 2006 introduced seven general duties of a director. With the caveat that you need to read all seven together, it is worth looking at one in detail: “ Duty to promote the success of the company”. This is new terminology and the Act defines what that means and uses fairly straightforward language. “ A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole”. The Government said that " success means what the members collectively want the company to achieve". In a commercial company “ success” is considered to be “ long-term increase in value”. But the Act recognises that some companies have different objectives and can have different ways of considering success. You can certainly not consider a local football club as a conventional commercial operation simply for the benefit of the shareholders with the sole objective of operating to increase long-term value in the company. This must be the case for Worcester City Football Club Limited where the Memorandum of Association when the company was incorporated in 1928 was to take over the running of the unincorporated Worcester City Football Club and run a football club and all other objects are to support that. The people who set the company’s object at that time was to run a football club and not make money. This new duty give directors a far wider responsibility to consider wider stakeholder interests. Unfortunately, as I've said before, that is the considered view of the chairman, as a conventional commercial operation simply for the benefit of shareholders with the sole objective to increase long term value! And on that sole objective, he and the board have failed dramatically. I am reading the duties of a director as a layman but it seems clear to me. The first of the seven duties is to: • to act within powers in accordance with the company’s constitution and to use those powers only for the purposes for which they were conferred The Memorandum of Association makes it clear that the company is running a football club for the benefit of supporters and players and not a conventional commercial company where the sole purpose of the company is to increase shareholder value. i.e. “…..Proprietor of a Club for the playing of Football and other games of every kind, and Promoters and Managers of sports, games and out-door competitions and supporters of recreation and athletic pastimes…….”The notes to the Act say: Subsection (2) addresses the question of altruistic, or partly altruistic, companies. Examples of such companies include charitable companies and community interest companies, but it is possible for any company to have “unselfish” objectives which prevail over the “selfish” interests of members. Where the purpose of the company is something other than the benefit of its members, the directors must act in the way they consider, in good faith, would be most likely to achieve that purpose. It is a matter for the good faith judgment of the director as to what those purposes are, and, where the company is partially for the benefit of its members and partly for other purposes, the extent to which those other purposes apply in place of the benefit of the members.However, this all goes to demonstrate how the corporate structure of the football club needs to change as proposed by the Trust to ensure that these community objectives are put beyond doubt and not left to interpretation and judgement.
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Post by Brooksiders Return!! on Jul 12, 2016 10:48:43 GMT
And that is the main point, how can any business run effectively in 2016 with a constitution made in 1928. The original shareholders had to put in £500 back then, thats the equivalent of almost £100,000 in 2016. Nowadays we have shareholders with less than £20 of shares, even though the minimum is £50. Constitutional change has to happen for the good of the football club, but the board and the shareholders have just decided against this!
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Post by greenman on Jul 12, 2016 11:09:48 GMT
And that is why I have repeated on many occasions WCFC should be wound up now while there is still value for shareholders. Just to prolong the life of the Club for another 2 to 3 years as stated by the Chairman makes no sense at all. At least that way disgruntled shareholders can bugger off with whatever is paid out whilst the true fans/shareholders will have the opportunity to reinvest in the CBS.
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Post by thatloudbloke on Jul 12, 2016 11:41:48 GMT
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Post by Croc on Jul 12, 2016 12:18:24 GMT
I really dont know where to start with that...
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Post by Brooksiders Return!! on Jul 12, 2016 12:34:12 GMT
My word! Statements from the club are like buses! you wait years for one to come along and then they all arrive at once! Again it is a disingenuous statement. I think it rather rich of a Chairman who has failed to deliver information to shareholders, is still failing to give any insight into the plans of the club, failed to even listen to the Supporters Trust, failed to even bother to turn up at a meeting with Supporters Direct after James Mathie came up from London to meet him, to start getting concerned that he hasn't had a response in 3 days other than "we will meet and discuss this, and put it to our members" which is a right and proper response. This is the chairman who has criticised the efforts of volunteers involved with creating the Perdiswell plan as being "out of their depth" This is the chairman who continually rubbishes the Business Plan even though it has been reviewed and amended previously by his very board!! And now he wants unity?? How many olive branches have the Supporters Trust offered up? We postponed a previous EGM call at the request of the board, we proposed to provide board members to create unity (who were then excluded from company matters), we even resigned from the board so that they could have an unfettered path to carrying out their chosen business plan. So now it is surely for the board to execute their business plan? Do they not have faith in their own plan? And read this clearly regarding land transfer As part of its ongoing investigations, the Club has sought the advice of the City Council. During this process the Club has specifically asked the City Council for its view on the preferred model which would be most suited to facilitate a land transfer (Community asset transfer or otherwise) for the necessary land at Perdiswell. The Council has responded to this specific question as follows-:
"I think your reference to the preferred shape of the Club is in relation to what sort of business model would be appropriate for the Club. I don't think this is for the Council to comment on other than it being economically viable and suitable to deliver the objectives of the Club."
In other words, the future ownership model is not a factor which will influence the City Council to allocate the necessary land. Their only consideration is whether the Football Club can deliver a sustainable business plan for the future.That answer by the council isn't saying that the future ownership model will not influence decisions to allocate land at all! It is merely giving an impartial stance saying that the future model of the club is to be decided by the club and that the council will not influence this in any way, which again is a right and proper response! I would urge the chairman and the board to read the Worcester City Council guidance on Community Asset bids as the answer is very clear in there Who can make a nomination? We will only accept requests to include assets on the list from eligible community groups. Eligible groups must have a local connection to the land or property they wish to nominate and be one of the following types of organisations: Parish Council Unincorporated community groups with at least 21 members who are registered to vote within Worcester City. A neighbourhood forum, set up in accordance with section 61F of the Town and Country Planning Act 1999 A charity. A community interest company A company limited by guarantee. An industrial and provident society. We will not accept nominations from any other bodies.This can be found here - www.worcester.gov.uk/community-right-to-bidUnlike the board, who do everything behind closed doors, but then make kneejerk reactions when under pressure, the Supporters Trust will discuss this rationally as a board, and put decisions to its members. Do these guys think that we just make this stuff up as we go along? We've spent years researching and understanding various business models, what could work, what won't work, we've spoken to other clubs, we've spoken with experts in this field. Only now, when pressured by shareholders and Supporters Trust have the club board even started thinking about constitutional change. Where were the fabled Anthony Collins & Co. when the board should have been considering future business plans 4 years ago? Where were they when we left SGL? Where were they when we left Aggborough? The board apparently met with them once in 2015, and never followed it up, until we raised the issue now! It really is all Jam Tomorrow!
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Post by greenman on Jul 12, 2016 12:42:04 GMT
So lets suppose after spending £1000 s with the Birmingham based solicitor for a recommendation he suggests the CBS route how is the Chairman going to persuade the no voters to now change there minds. And what benefit is there to them to do so. Come on Mr Hampson wind the company up now it has no future under the current constitution.
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Post by wr4change on Jul 12, 2016 12:46:10 GMT
The Chairman is clearly worried about the uncertainty, and more importantly the financial impact, on the club of all of the recent postings on this site and in the press. To expect a response from the Trust without them having the opportunity to consult with the membership again shows his naivety and lack knowledge as to how an open and transparent club should operate. Regardless of what his proposals are I believe the way in which he treated the shareholders at the EGM will mean that many shareholder / supporters will never have any time for him, he knows what he needs to do .........
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Post by Brooksiders Return!! on Jul 12, 2016 12:49:26 GMT
Exactly Greenman, what makes him think that Anthony Collins & Co are going to suddenly come up with a business model that DWF and Supporters Direct must have simply overlooked? There aren't that many options, in fact there are two! (ok three if you consider CIC by shares and CIC by guarantee as two options). Why have they never accepted that this work has already been done? Why have they never listened to Supporters Direct, who contrary to what they believe, don't advocate CBS and nothing else, they advocate the right community business model for the right club, be that CBS, CIC, or even a blend of both.
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Post by alwaysnextyear on Jul 12, 2016 13:06:05 GMT
I am at a loss in trying to understand the Chairman's rationale, and simply think that he is just clueless.
To ask the Council as to what they think is the best way for the Club to move forward just demonstrates his lack of grasp of the facts, even at this late stage, and is frankly embarrassing. The guidelines for any land transfer are indeed very clear, as to which eligible bodies can make applications. It doesn't mean that any such application will be successful, but what it does mean is that without being an eligible body, there's no point applying !
Not voting for any change brings us to the mythical plan B. Inviting outside investors money in has also been stymied, by the Board also voting against the proposal to lift the maximum shareholding from the current 1 % ( £ 3,000 ).
So by doing not one or the other, and keeping the status quo, just means that more time has gone, as cash gets spent on lawyers and room hire !
Also for a Chairman who didn't have an AGM for 4 years to complain about not having a reply within 3 days - words on this occasion, fail even me !
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Post by kentenigmawcfc on Jul 12, 2016 14:23:07 GMT
I am at a loss in trying to understand the Chairman's rationale, and simply think that he is just clueless. To ask the Council as to what they think is the best way for the Club to move forward just demonstrates his lack of grasp of the facts, even at this late stage, and is frankly embarrassing. The guidelines for any land transfer are indeed very clear, as to which eligible bodies can make applications. It doesn't mean that any such application will be successful, but what it does mean is that without being an eligible body, there's no point applying ! Not voting for any change brings us to the mythical plan B. Inviting outside investors money in has also been stymied, by the Board also voting against the proposal to lift the maximum shareholding from the current 1 % ( £ 3,000 ). So by doing not one or the other, and keeping the status quo, just means that more time has gone, as cash gets spent on lawyers and room hire ! Also for a Chairman who didn't have an AGM for 4 years to complain about not having a reply within 3 days - words on this occasion, fail even me ! I couldn't agree more my friend. I have never read such a diatribe of verbal diarrhoea in my life. The Charirman clearly has not read the Trust plan thoroughly and is wasting time asking the wrong questions of the Council. It's only taken him some four years plus to get to this point, no AGMs for shareholders to discuss this and only forced to do this because shareholders forced an EGM and even then no conclusive evidence provided at why the Board had objections and what they are? As for the majority of shareholders, if he means that band of ex and current directors with large share holdings and those of their families so we are probably talking about 30 people holding the Club to ransom and claiming it is the majority of shareholders, what a joke. Where are those missing 90,000 other shareholder votes that didn't bother to vote. Probably all been down this route before and know 25.1% can beat 74.9% under this archaic constitution. Absolutely ridiculous in 2016. We've seen how you behave when you don't get your way Mr Hampson and refuse to allow shareholders to ask questions. What are you hiding or what have you got to hide. I expect you are burning company papers as I type that might hold the keys to what has gone on over the last 10 to 20 years that were not in the interests of all shareholders or the Club. I hope the Trust take this offer of talks with a pinch of salt as this snake tongued constrictor and his pals squeeze the life blood out of OUR Club. My view after this, is to put an end to this appalling sad and sorry saga to an end and wind the Club up know while there is still money to pay shareholders because if it stays as it is there is no hope for the Club anyway. Arise the Phoenix
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Post by creaner on Jul 12, 2016 15:43:57 GMT
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Post by geoffworcester on Aug 11, 2016 18:51:05 GMT
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harley
Squad Member
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Post by harley on Aug 11, 2016 19:53:22 GMT
Thanks for the updates, on holiday this week so couldn't make this meeting.
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