| FAO new Trust board members: action on the proposed share sale 08:14 - Dec 16 with 14445 views | Outsider |
Please can you collectively request in writing to the Trust chairman and existing board members that the proposed share sale be paused until you have had adequate time to review the proposal properly, with external specialist assistance as necessary, and decide on your considered opinions.
I would recommend that you also inform the chairman and other board members that if they do not agree to this request in writing, that you plan to resign immediately, which I believe would leave the board non-quorate again and therefore not able to legally proceed with the proposed share sale. Article 54 of the Trust Model Rules states “With effect from the society’s first annual general meeting, the society board is to have not less than 12 and not more than 15 members …”
With ex-chairman Phil Sumbler confirming in writing yesterday that he no longer believes the proposed share sale is in the best interests of the Swans Trust (which means the vote by Trust members in the summer was influenced by information that Phil Sumbler no longer supports), there are material grounds to insist that the Trust board does not proceed with the proposed share sale and re-examines its options, including legal action, and further consults with ordinary Trust members.
Without making your expectations to the chairman and other board members very clear and documenting them, there is risk that the existing Trust board will proceed to sign-off on the proposed share sale based on the mandate they received from the member vote in the summer. The opinions expressed by the Trust chairman and other board members at the Trust forum meeting last Thursday illustrates the reality of this risk.
Thank you for representing the ordinary members of the Trust and ensuring that the Trust board takes decisions that are in the best interests of the Trust. |  | | |  |
| FAO new Trust board members: action on the proposed share sale on 23:47 - Dec 16 with 5033 views | Garyjack |
There is a growing belief that the trust, or certain members of it, have either been bribed or threatened, as more and more people are finding it very hard to believe that a body that has been elected to represent the fans of our club and to protect it's best interests could behave in the manner that they are currently doing. Something smells very bad in all of this. |  | | |
| FAO new Trust board members: action on the proposed share sale on 11:51 - Dec 17 with 4962 views | Outsider |
Gary — you are right. I have heard too that the Trust board plans to sign the share sale agreement by the first week of January, i.e. before the AGM. | | | |
| FAO new Trust board members: action on the proposed share sale on 11:53 - Dec 17 with 4956 views | Outsider |
To ECB — you wrote yesterday:
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Vote of no confidence thread. on 23:21 - Dec 16 with 345 views exiledclaseboy
“Tell ya what folks. If you’re a trust member and want to stop the sale you HAVE to tell the Trust that and do it now. I can’t stress that enough. Do it. Now. Politely.”
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It would be helpful is you would tell us members how to do this — what I have done is:
a) Send a letter by mail to the Trust address in Neath
b) Send the same letter to the email address on the Trust website
c) Send the same letter to Nigel Hamer as Secretary at: nigelhamer@gmail.com
Is that correct, and what else should be done? | | | |
| FAO new Trust board members: action on the proposed share sale on 11:55 - Dec 17 with 4951 views | Outsider |
To ECB and other new Trust board members and Lisa:
It would also help if you would do what is in your power … DEMAND as board members (and affiliate advisor) that the existing Trust board DOES NOT PROCEED with the share sale until you have had an opportunity to review it and give your considered opinion … as described above.
You have more power and influence than us ordinary Trust members | | | |
| FAO new Trust board members: action on the proposed share sale on 12:43 - Dec 17 with 4907 views | exiledclaseboy |
| FAO new Trust board members: action on the proposed share sale on 11:53 - Dec 17 by Outsider |
To ECB — you wrote yesterday:
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Vote of no confidence thread. on 23:21 - Dec 16 with 345 views exiledclaseboy
“Tell ya what folks. If you’re a trust member and want to stop the sale you HAVE to tell the Trust that and do it now. I can’t stress that enough. Do it. Now. Politely.”
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It would be helpful is you would tell us members how to do this — what I have done is:
a) Send a letter by mail to the Trust address in Neath
b) Send the same letter to the email address on the Trust website
c) Send the same letter to Nigel Hamer as Secretary at: nigelhamer@gmail.com
Is that correct, and what else should be done? |
That’s exactly what I’ve been urging people to do. The more that do exactly what you’ve done the better. |  |
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| FAO new Trust board members: action on the proposed share sale on 12:45 - Dec 17 with 4900 views | exiledclaseboy |
| FAO new Trust board members: action on the proposed share sale on 11:55 - Dec 17 by Outsider |
To ECB and other new Trust board members and Lisa:
It would also help if you would do what is in your power … DEMAND as board members (and affiliate advisor) that the existing Trust board DOES NOT PROCEED with the share sale until you have had an opportunity to review it and give your considered opinion … as described above.
You have more power and influence than us ordinary Trust members |
I can’t speak for everyone but I know that both Lisa and I have done exactly that. | |
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| FAO new Trust board members: action on the proposed share sale on 13:07 - Dec 17 with 4871 views | thornabyswan |
| FAO new Trust board members: action on the proposed share sale on 11:51 - Dec 17 by Outsider |
Gary — you are right. I have heard too that the Trust board plans to sign the share sale agreement by the first week of January, i.e. before the AGM. |
The whole deal reeks of suspicion what are they trying to hide. | |
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| FAO new Trust board members: action on the proposed share sale on 13:11 - Dec 17 with 4861 views | londonlisa2001 |
| FAO new Trust board members: action on the proposed share sale on 12:45 - Dec 17 by exiledclaseboy |
I can’t speak for everyone but I know that both Lisa and I have done exactly that. |
I have done so on at least three occasions in the past week. Including again this morning. | | | |
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| FAO new Trust board members: action on the proposed share sale on 13:18 - Dec 17 with 4841 views | exhmrc1 |
| FAO new Trust board members: action on the proposed share sale on 12:45 - Dec 17 by exiledclaseboy |
I can’t speak for everyone but I know that both Lisa and I have done exactly that. |
it is not you too that are the problem but the members of the old board who unfortunately are not interested as they have a majority. Hence why I believe the only course of action is an EGM with a vote of no confidence in the old board | | | |
| FAO new Trust board members: action on the proposed share sale on 13:22 - Dec 17 with 4824 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 12:43 - Dec 17 by exiledclaseboy |
That’s exactly what I’ve been urging people to do. The more that do exactly what you’ve done the better. |
ECB - thank you for confirming. Now come on other Trust members ... do as ECB is requesting!!!
FYI my letter politely requests that the Trust board does not proceed with the share sale and re-examines its options. I also specifically request that new Trust board members and Lisa Clement have an opportunity to fully understand the proposal and give their considered view. | | | |
| FAO new Trust board members: action on the proposed share sale on 13:31 - Dec 17 with 4807 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 13:11 - Dec 17 by londonlisa2001 |
I have done so on at least three occasions in the past week. Including again this morning. |
ECB and Lisa - well done any many thanks.
Has the Trust Chairman or Secretary confirmed that they will respect your request and NOT PROCEED with the proposed share sale until the considered views of new board members are obtained in light of material developments since the summer? Can you set them a deadline for them confirming? I think you must push them on this matter.
Can our other new board members do the same as ECB and Lisa please? I mean:
Andrew McGlashan
William O’Kelly
Rhys Thomas | | | |
| FAO new Trust board members: action on the proposed share sale on 13:40 - Dec 17 with 4775 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 13:18 - Dec 17 by exhmrc1 |
it is not you too that are the problem but the members of the old board who unfortunately are not interested as they have a majority. Hence why I believe the only course of action is an EGM with a vote of no confidence in the old board |
Yes fully agreed - in my view the immediate first step is to make sure the Trust board does not rely on its existing (flawed) mandate and proceed with the share sale before the AGM/EGM. Very closely behind that is change-out of Trust board members through AGM/EGM. | | | |
| FAO new Trust board members: action on the proposed share sale on 13:46 - Dec 17 with 4764 views | MoscowJack |
I think it's pretty obvious, reading between certain lines, is that this deal WILL happen before the AGM if it's not stopped asap.
Why some are so intent on this deal going ahead before the AGM is for you to decide but, as I said earlier, there's an awful stench! | |
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| FAO new Trust board members: action on the proposed share sale on 14:00 - Dec 17 with 4728 views | E20Jack |
Can this be made a sticky please. |  |
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| FAO new Trust board members: action on the proposed share sale on 14:36 - Dec 17 with 4684 views | Shaky |
| FAO new Trust board members: action on the proposed share sale on 13:46 - Dec 17 by MoscowJack |
I think it's pretty obvious, reading between certain lines, is that this deal WILL happen before the AGM if it's not stopped asap.
Why some are so intent on this deal going ahead before the AGM is for you to decide but, as I said earlier, there's an awful stench! |
As i see it this issue is easy to get around.
Rule 54 says the Trust board must have 12-15 members.
if there is a move at a forthcoming board meeting to approve the deal, you just need a couple of board members to resign on the spot and the board is not legally constituted and has no power to act. Voila.
In the meantime another rule somewhere says the AGM must be held within 6 months of the financial year end. That means the end of January, which means a resolution is 6weeks away.
As long as the friendly board members are willing to act, this is a non-issue. [Post edited 17 Dec 2017 14:39]
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| FAO new Trust board members: action on the proposed share sale on 14:40 - Dec 17 with 4674 views | Oldbull |
I suspect the new rules will be registered by the time the AGM comes around; so any plans should not depend on current rules to oust and Trust directors! | | | |
| FAO new Trust board members: action on the proposed share sale on 14:43 - Dec 17 with 4660 views | exiledclaseboy |
| FAO new Trust board members: action on the proposed share sale on 14:40 - Dec 17 by Oldbull |
I suspect the new rules will be registered by the time the AGM comes around; so any plans should not depend on current rules to oust and Trust directors! |
The new rules have to be approved by the AGM so they can’t be adopted in advance of that. [Post edited 17 Dec 2017 14:45]
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| FAO new Trust board members: action on the proposed share sale on 14:49 - Dec 17 with 4638 views | Shaky |
| FAO new Trust board members: action on the proposed share sale on 14:43 - Dec 17 by exiledclaseboy |
The new rules have to be approved by the AGM so they can’t be adopted in advance of that. [Post edited 17 Dec 2017 14:45]
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ECB: Did you see my post?
Bring along a handful of fill in the blank photocopied resignation letters to the next board meetings, and the deal can not go through without being scrutinised at the AGM.
No sweat. | |
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| FAO new Trust board members: action on the proposed share sale on 14:50 - Dec 17 with 4630 views | exiledclaseboy |
| FAO new Trust board members: action on the proposed share sale on 14:49 - Dec 17 by Shaky |
ECB: Did you see my post?
Bring along a handful of fill in the blank photocopied resignation letters to the next board meetings, and the deal can not go through without being scrutinised at the AGM.
No sweat. |
I did see it. I’m hoping it won’t come to that but it’s certainly one option. | |
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| FAO new Trust board members: action on the proposed share sale on 15:06 - Dec 17 with 4599 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 14:36 - Dec 17 by Shaky |
As i see it this issue is easy to get around.
Rule 54 says the Trust board must have 12-15 members.
if there is a move at a forthcoming board meeting to approve the deal, you just need a couple of board members to resign on the spot and the board is not legally constituted and has no power to act. Voila.
In the meantime another rule somewhere says the AGM must be held within 6 months of the financial year end. That means the end of January, which means a resolution is 6weeks away.
As long as the friendly board members are willing to act, this is a non-issue. [Post edited 17 Dec 2017 14:39]
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Shaky - what you say is true IF the Trust board brings the proposed share sale to the AGM for approval.
My understanding is that Trust board currently has a mandate to sign-off on the share sale, provided the terms are in line with what was presented to members in the summer, as soon as negotiations on final points are completed and contracts are drawn up ... this could be tomorrow or any day very soon.
With the majority of Trust board members being supportive of the deal, a simple email from the Trust secretary requesting any objections within say a week would legally allow the Trust chairman to sign the deal ... this can happen long before the AGM.
This is exactly why I recommended in my opening post that newly co-opted board members who are against the share sale (or want more time to consider it) request written confirmation from the Trust chairman and secretary that the share sale will be paused, or else the new board members indicate they plan to resign immediately and therefore make the Trust board non-quorate and the Trust chairman unable to sign the deal on behalf of the Trust board.
What is stopping the Trust chairman proceeding as I describe above and signing-off the share sale well in advance of an AGM which could take place at the end of January? | | | |
| FAO new Trust board members: action on the proposed share sale on 15:11 - Dec 17 with 4588 views | Shaky |
| FAO new Trust board members: action on the proposed share sale on 15:06 - Dec 17 by Outsider |
Shaky - what you say is true IF the Trust board brings the proposed share sale to the AGM for approval.
My understanding is that Trust board currently has a mandate to sign-off on the share sale, provided the terms are in line with what was presented to members in the summer, as soon as negotiations on final points are completed and contracts are drawn up ... this could be tomorrow or any day very soon.
With the majority of Trust board members being supportive of the deal, a simple email from the Trust secretary requesting any objections within say a week would legally allow the Trust chairman to sign the deal ... this can happen long before the AGM.
This is exactly why I recommended in my opening post that newly co-opted board members who are against the share sale (or want more time to consider it) request written confirmation from the Trust chairman and secretary that the share sale will be paused, or else the new board members indicate they plan to resign immediately and therefore make the Trust board non-quorate and the Trust chairman unable to sign the deal on behalf of the Trust board.
What is stopping the Trust chairman proceeding as I describe above and signing-off the share sale well in advance of an AGM which could take place at the end of January? |
The fact that the Trust board doesn't exist in a legal sense if it has less than 12 members.
It would have no legal power to act on anything even though the members had alread approved the deal.
Of course they could start moves to bring in replacement board members, but it is hard to see how that could be achieved prior to the other constraint of being obliged to hold the AGM by the end of January. | |
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| FAO new Trust board members: action on the proposed share sale on 15:29 - Dec 17 with 4554 views | chad |
| FAO new Trust board members: action on the proposed share sale on 14:43 - Dec 17 by exiledclaseboy |
The new rules have to be approved by the AGM so they can’t be adopted in advance of that. [Post edited 17 Dec 2017 14:45]
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They could possibly be approved first at the meeting
but presumably would not be in force until lodged so presumably the old rules would apply to the rest of the meeting
Probably what you are saying
Do we want the new rules anyway as they reduce controls e.g. 12 years
Also could they not push the the deal through before the meeting and before any resignations - sorry if this bit already covered but was not absolutely clear to me
Edit ... Did see your post shakes but do the Board need to approve before pushed through if so great [Post edited 17 Dec 2017 15:32]
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| FAO new Trust board members: action on the proposed share sale on 15:39 - Dec 17 with 4531 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 15:11 - Dec 17 by Shaky |
The fact that the Trust board doesn't exist in a legal sense if it has less than 12 members.
It would have no legal power to act on anything even though the members had alread approved the deal.
Of course they could start moves to bring in replacement board members, but it is hard to see how that could be achieved prior to the other constraint of being obliged to hold the AGM by the end of January. |
Shaky - are you missing the fact that with recent co-opted appointments the Trust board currently does have more than 12 members?
Here is an extract from the email communication to all Trust members on Monday 11 December:
"Nigel Hamer, Secretary to the Swansea City Supporters' Trust Board has today confirmed that, following the recent exercise to co-opt additional members to the Supporters' Trust Board, the following four members will join the Board with immediate effect. The period of co-option will be until 31 July 2018. Andrew Cude; Andrew McGlashan; William O’Kelly and Rhys Thomas"
This brings the total number of Trust board members to 14 and in my view allows the Trust chairman to sign-off on the share sale on behalf of the legally constituted Trust board at any time, long before the AGM.
What am I missing? | | | |
| FAO new Trust board members: action on the proposed share sale on 15:45 - Dec 17 with 4514 views | Shaky |
| FAO new Trust board members: action on the proposed share sale on 14:50 - Dec 17 by exiledclaseboy |
I did see it. I’m hoping it won’t come to that but it’s certainly one option. |
Yes, it is the endlosung.
And if it does come to that Lisa - as a non-counting board member - should stay put and keep an eye on proceedings. For example compliance with rules, 64, 65 and 67. | |
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