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FOH Governance Proposal


graygo

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9 minutes ago, Bez said:

 

****. THAT.

 

Big fat ‘no’ from me on that idea. Lots of honourable and decent people have arsehole children. Imagine we ended up with loads of Stephen Thompsons coming through to replace the Eddie Thompsons... *shudder*

 

In the proposal though, those Stephen Thompson's could buy the same say for just a tenner anyway.

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9 minutes ago, Taffin said:

 

In the proposal though, those Stephen Thompson's could buy the same say for just a tenner anyway.

 

More chance of some Stephen Arsehole Thompson type inheriting a say than putting his hand in his pocket to grab a say. Besides, he would need to be part of a network of Stephen Arsehole Thompsons in order to have a significant influence for his nefarious intentions. Also, in the hereditary scenario, the Stephen Arsehole Thompsons would have less decent fans to outnumber due to the declining membership of original Club and Stadium Saving Association Trus members.

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49 minutes ago, cheetah said:

Given how passionate people are on here it's interesting that on 'official' FOH representative hasn't come on to answer some of the questions? 

 

It would be good for the ordinary member to hear from them on a very well read forum and a big part of their members social media interaction. 

 

Especially at this time when the governance proposals are up for review, maybe they don't really want to hear it?

 

 

 

The FoH have answered pretty much all the questions on this thread already (see link in the op) Some people are not happy with the answers given and are continuing to ask the same questions.

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55 minutes ago, cheetah said:

Given how passionate people are on here it's interesting that on 'official' FOH representative hasn't come on to answer some of the questions? 

 

It would be good for the ordinary member to hear from them on a very well read forum and a big part of their members social media interaction. 

 

Especially at this time when the governance proposals are up for review, maybe they don't really want to hear it?

 

 

 

Doubler.

Edited by graygo
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We shouod get any new feedback in time for the AGM hopefully. If this isn’t to be determined by a mass vote I assume it will be by a show of hands at the agm?

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9 hours ago, davemclaren said:

We shouod get any new feedback in time for the AGM hopefully. If this isn’t to be determined by a mass vote I assume it will be by a show of hands at the agm?

It's far too important an issue to be passed on a show of hands. I'd hope that there would at least be the opportunity to vote online for a few days prior to the AGM.

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Geoff Kilpatrick
11 hours ago, davemclaren said:

We shouod get any new feedback in time for the AGM hopefully. If this isn’t to be determined by a mass vote I assume it will be by a show of hands at the agm?

Not sure how I'm meant to show my hand...

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Francis Albert
3 minutes ago, Geoff Kilpatrick said:

Whoosh!

I meant post your hand. It was an attempt at a joke. Referencing the response to those who argue pledgers who "lapse" have opted out and most lose their membership rights, however much they have contributed to the cause. 

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39 minutes ago, Francis Albert said:

I meant post your hand. It was an attempt at a joke. Referencing the response to those who argue pledgers who "lapse" have opted out and most lose their membership rights, however much they have contributed to the cause. 

 

Don't give up the day job. Comedy possibly isn't your forte. 

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43 minutes ago, Francis Albert said:

I meant post your hand. It was an attempt at a joke. Referencing the response to those who argue pledgers who "lapse" have opted out and most lose their membership rights, however much they have contributed to the cause. 

To be fair i got the joke even if others didnt.

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On 13/09/2018 at 01:22, Footballfirst said:

 

Hypothetical scenario: In 10 years time the number of active pledgers drifts down to 2,000. Those 2000 now own 75.1% of HMFC.  Some wealthy individual offers FOH £20m for their shares and another £20m to be invested in the club.  If that offer is accepted, the £20m will be divvied up between the 2000, so £10,000 each.  If it goes down to 1,000 active pledgers it's £20,000 each. What if it goes down to 100 pledgers?

 

Good governance is not just about making good things happen, it's also about preventing bad things happening. 

 

 

Now that this thread has calmed down a bit, I was just reading back through and was hoping you could give me some clarification with this, FF re your scenario above. This particular post triggered off a  “what if” discussion regarding if a (hypothetical) dwindling membership was offered a tasty premium for the 75% shareholding from an interested party. 

 

I had a wee Google at ‘Companies Ltd by guarantee’ (the FoH model) and noted that it said this: 

 

“A company limited by guarantee can distribute its profits to its members, if allowed to by its articles of association,[2] “

 

Can you just confirm to me that FoH articles of association allow your scenario? It’s all a bit complex so I’d appreciate your feedback. 

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6 hours ago, Buffalo Bill said:

 

Now that this thread has calmed down a bit, I was just reading back through and was hoping you could give me some clarification with this, FF re your scenario above. This particular post triggered off a  “what if” discussion regarding if a (hypothetical) dwindling membership was offered a tasty premium for the 75% shareholding from an interested party. 

 

I had a wee Google at ‘Companies Ltd by guarantee’ (the FoH model) and noted that it said this: 

 

“A company limited by guarantee can distribute its profits to its members, if allowed to by its articles of association,[2] “

 

Can you just confirm to me that FoH articles of association allow your scenario? It’s all a bit complex so I’d appreciate your feedback. 

BB - I've not looked at the FOH articles or quite a while so I don't know for sure how it would work with FOH. I'm on holiday in the Med at the moment so accessing my files on a phone is a bit of a guddle. I'll be back later this weekend so I'll take a closer look when I'm home.

 

I'd guess that there have to be mechanisms in the Articles for both selling the shares and winding up FOH. I'm assuming the the question you are asking is "who benefits?". My gut feel would be the membership, but it is possible that there will be something in the articles that would mean the profits or the shares being distributed to a charity or a community organisation.

Edited by Footballfirst
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Further to my post above, I found the Articles easier to access than I thought. The Articles do state that on winding up, the remaining assets would not be distributed to the members, but to a charity or other organisation with similar Objects.

 

My sale and profit scenario therefore looks not to be possible, although  I don't know how "remaining assets" are defined, e.g. all assets or assets after a distribution? However that also assumes that the members don't change the Articles. I will need to do a bit more reading on the subject.

 

5. WINDING UP, DISSOLUTION AND AMALGAMATION
5.1 Subject to articles 5.2 and 5.3, on the winding-up or dissolution of the Company, any assets or property that remains available to be distributed or paid to the Members (“net assets”) shall not be paid or distributed to such Members but shall be transferred 
to another body (charitable or otherwise) with objects similar to those of the Company, such body to be determined by the Members at or before the time of winding up or dissolution. 
5.2 The Members may, at any time before the time of winding up or dissolution of the Company, resolve that any net assets shall, on or before winding up or dissolution, be 
applied directly for the Objects. 
5.3 If no resolution in accordance with article 5.1 or 5.2 is passed by the Members, the directors may at any time before the time of winding up or dissolution of the Company resolve that any net assets be transferred in accordance with article 5.1 or 
applied in accordance with article 5.2, and, for this purpose, references in those articles to the Members shall (unless the context otherwise requires) be deemed to be references to the directors. 
5.4 The Members may at any time, by special resolution, resolve that any of the Company’s property (after all liabilities have been satisfied) be transferred to, or the Company amalgamate with, some other body or bodies (whether incorporated or 
unincorporated and which may or may not be a Member of the Company) with 
objects which are the same as, or similar to, the Objects. 

Edited by Footballfirst
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18 minutes ago, Footballfirst said:

Further to my post above, I found the Articles easier to access than I thought. The Articles do state that on winding up, the remaining assets would not be distributed to the members, but to a charity or other organisation with similar Objects.

 

My sale and profit scenario therefore looks not to be possible, although  I don't know how "remaining assets" are defined, e.g. all assets or assets after a distribution? However that also assumes that the members don't change the Articles. I will need to do a bit more reading on the subject.

 

5. WINDING UP, DISSOLUTION AND AMALGAMATION
5.1 Subject to articles 5.2 and 5.3, on the winding-up or dissolution of the Company, any assets or property that remains available to be distributed or paid to the Members (“net assets”) shall not be paid or distributed to such Members but shall be transferred 
to another body (charitable or otherwise) with objects similar to those of the Company, such body to be determined by the Members at or before the time of winding up or dissolution. 
5.2 The Members may, at any time before the time of winding up or dissolution of the Company, resolve that any net assets shall, on or before winding up or dissolution, be 
applied directly for the Objects. 
5.3 If no resolution in accordance with article 5.1 or 5.2 is passed by the Members, the directors may at any time before the time of winding up or dissolution of the Company resolve that any net assets be transferred in accordance with article 5.1 or 
applied in accordance with article 5.2, and, for this purpose, references in those articles to the Members shall (unless the context otherwise requires) be deemed to be references to the directors. 
5.4 The Members may at any time, by special resolution, resolve that any of the Company’s property (after all liabilities have been satisfied) be transferred to, or the Company amalgamate with, some other body or bodies (whether incorporated or 
unincorporated and which may or may not be a Member of the Company) with 
objects which are the same as, or similar to, the Objects. 

Sounds like you are having a great holiday. ?????⛱??

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1 hour ago, davemclaren said:

Sounds like you are having a great holiday. ?????⛱??

I am. Discussing the governance has been a good way of passing the time of day lying by the pool.

54 minutes ago, SUTOL said:

Enjoy your holiday FF. 

 

Is that why there were no reserve matches this week? 

They cancelled them for your holiday!

?

 

Ah you noticed. I'm missing tonight's U18 game though. :whistling:

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9 minutes ago, Footballfirst said:

I am. Discussing the governance has been a good way of passing the time of day lying by the pool.

 

Ah you noticed. I'm missing tonight's U18 game though. :whistling:

 

Any update on the score????

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2 hours ago, Footballfirst said:

Further to my post above, I found the Articles easier to access than I thought. The Articles do state that on winding up, the remaining assets would not be distributed to the members, but to a charity or other organisation with similar Objects.

 

My sale and profit scenario therefore looks not to be possible. 

 

 

This is quite an important discovery though, isn’t it? 

 

What I quoted on you in my pervious post was written by you as a perceived ‘fact’ when in fact such a “greedy” scenario, as one poster called can’t actually happen. 

 

Plus, what you originally posted sparked off a discussion about this possibility of FoH members cashing in on the shareholding that prompted four more posts from youself on the matter, as well as further concerned/scathing opinions from Francis Albert (twice), Geoff Kilpatrick (once) Dave Mclaren (once) and Sutol (four times). 

 

I think it’s important to get critical opinion on this important phase in the club’s history but there will be no individual profit for members should the unfortunate event arise that the 75% shareholding is sold on. 

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44 minutes ago, Footballfirst said:

2-0 Cammy Logan after 55 minutes

Finished 5-1 with two from Cammy Graham and one from Josh Doig to ad to the earlier tally.

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9 minutes ago, Buffalo Bill said:

 

This is quite an important discovery though, isn’t it? 

 

What I quoted on you in my pervious post was written by you as a perceived ‘fact’ when in fact such a “greedy” scenario, as one poster called can’t actually happen. 

 

Plus, what you originally posted sparked off a discussion about this possibility of FoH members cashing in on the shareholding that prompted four more posts from youself on the matter, as well as further concerned/scathing opinions from Francis Albert (twice), Geoff Kilpatrick (once) Dave Mclaren (once) and Sutol (four times). 

 

I think it’s important to get critical opinion on this important phase in the club’s history but there will be no individual profit for members should the unfortunate event arise that the 75% shareholding is sold on. 

 

It is important. There is some further clarification that I think is required.

 

The part of the articles that FF quotes only relates to dissolution. We would need to understand what the articles say about paying out money to others at any other time. Selling the shares in the club wouldn't actually require FoH to wind-up. Would the members first be able to pay out money to themselves or another source (e.g. a company set-up for the purpose which could then pay out to members). FoH obviously has the power to make payments to organisations outside of FoH as it makes regular payments to the club. Are there sufficient safeguards to stop payments to members or other companies (given the dissolution clause I'd think it is fairly likely that some sort of safeguards are in place).

 

It is also worth saying that the current consultation seems to be aiming at a fairly comprehensive re-write of the articles, so it isn't clear that the current articles are as relevant as the new articles that are proposed.

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17 minutes ago, Buffalo Bill said:

 

This is quite an important discovery though, isn’t it? 

 

What I quoted on you in my pervious post was written by you as a perceived ‘fact’ when in fact such a “greedy” scenario, as one poster called can’t actually happen. 

 

Plus, what you originally posted sparked off a discussion about this possibility of FoH members cashing in on the shareholding that prompted four more posts from youself on the matter, as well as further concerned/scathing opinions from Francis Albert (twice), Geoff Kilpatrick (once) Dave Mclaren (once) and Sutol (four times). 

 

I think it’s important to get critical opinion on this important phase in the club’s history but there will be no individual profit for members should the unfortunate event arise that the 75% shareholding is sold on. 

I get that if the current articles are maintained, but can you ask anyone from within the FOH Board if it is within the remit of the members of FOH to amend the Articles.

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20 minutes ago, Saint Jambo said:

 

It is important. There is some further clarification that I think is required.

 

The part of the articles that FF quotes only relates to dissolution. We would need to understand what the articles say about paying out money to others at any other time. Selling the shares in the club wouldn't actually require FoH to wind-up. Would the members first be able to pay out money to themselves or another source (e.g. a company set-up for the purpose which could then pay out to members). FoH obviously has the power to make payments to organisations outside of FoH as it makes regular payments to the club. Are there sufficient safeguards to stop payments to members or other companies (given the dissolution clause I'd think it is fairly likely that some sort of safeguards are in place).

 

It is also worth saying that the current consultation seems to be aiming at a fairly comprehensive re-write of the articles, so it isn't clear that the current articles are as relevant as the new articles that are proposed.

Now I'm back ensconced at my Hotel bar I've checked the Articles again and there is reference in Article 4 that there will be no distribution of dividends, profits income etc. to members, so BB's point is a valid refutal.

 

The absence of such a challenge a few days ago when the point was first raised has the cynic in me thinking that he has been pointed in such a direction. I'm sure that suggestion will prompt a rebuttal.

 

( I hope I've got my refute and rebut used in the correct contexts)

Edited by Footballfirst
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16 minutes ago, Footballfirst said:

Now I'm back ensconced at my Hotel bar I've checked the Articles again and there is reference in Article 4 that there will be no distribution of dividends, profits income etc. to members, so BB's point is a valid refutal.

 

The absence of such a challenge a few days ago when the point was first raised has the cynic in me thinking that he has been pointed in such a direction. I'm sure that suggestion will prompt a rebuttal.

 

( I hope I've got my refute and rebut used in the correct contexts)

 

I can think for myself, FF, as I explained in my previous post (well, two posts ago now). 

 

As as others have said, enjoy your holiday ?

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12 hours ago, Buffalo Bill said:

 

This is quite an important discovery though, isn’t it? 

 

What I quoted on you in my pervious post was written by you as a perceived ‘fact’ when in fact such a “greedy” scenario, as one poster called can’t actually happen. 

 

Plus, what you originally posted sparked off a discussion about this possibility of FoH members cashing in on the shareholding that prompted four more posts from youself on the matter, as well as further concerned/scathing opinions from Francis Albert (twice), Geoff Kilpatrick (once) Dave Mclaren (once) and Sutol (four times). 

 

I think it’s important to get critical opinion on this important phase in the club’s history but there will be no individual profit for members should the unfortunate event arise that the 75% shareholding is sold on. 

My concern wasn’t that the members would receive the proceeds of any stale in the club, more that a small group could railroad decision making generally. However, I’m please that there is no direct financisl incentive for members to sell the shares. 

 

Thanks for clarifying. 

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Geoff Kilpatrick
12 hours ago, Saint Jambo said:

 

It is important. There is some further clarification that I think is required.

 

The part of the articles that FF quotes only relates to dissolution. We would need to understand what the articles say about paying out money to others at any other time. Selling the shares in the club wouldn't actually require FoH to wind-up. Would the members first be able to pay out money to themselves or another source (e.g. a company set-up for the purpose which could then pay out to members). FoH obviously has the power to make payments to organisations outside of FoH as it makes regular payments to the club. Are there sufficient safeguards to stop payments to members or other companies (given the dissolution clause I'd think it is fairly likely that some sort of safeguards are in place).

 

It is also worth saying that the current consultation seems to be aiming at a fairly comprehensive re-write of the articles, so it isn't clear that the current articles are as relevant as the new articles that are proposed.

Correct. Still, it is good that the current Articles of Association do contain such an angle as it ensures there is no profiteering incentive. Let's ensure the Articles continue in that vein.

 

It still doesn't justify this director "vetting" by the current incumbents.

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39 minutes ago, Footballfirst said:

I still believe any group contemplating a sale could amend the Articles with a special resolution, unless someone knows differently.

 

I contacted a colleague to ask his opinion on exactly that issue last night. Not had a reply yet. Charities are constrained in making changes to their dissolution clauses. I'm less clear how that works for organisations that are not for profit but not charities. I work for an organisation that makes grants to organisations of that nature and we require them to insert a dissolution clause if they don't have one. It may be that we just condition the grant so that they would be in breach if they then removed or ammended the clause again.

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Geoff Kilpatrick
53 minutes ago, Footballfirst said:

I still believe any group contemplating a sale could amend the Articles with a special resolution, unless someone knows differently.

Possibly, but a special resolution would have to go to the membership to vote on by a qualified majority.

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georgiehearts66
2 hours ago, Geoff Kilpatrick said:

Possibly, but a special resolution would have to go to the membership to vote on by a qualified majority.

This

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  • 2 months later...
Footballfirst

Updated Governance proposals, to be voted on at a General Meeting to be held immediately following the FOH AGM.

 

https://foundationofhearts.us7.list-manage.com/track/click?u=a8b305cd3dab747973b8f0e61&id=32de83adc1&e=88e30bfbbf

 

A welcome concession, although unclear as to the amount of contributions required or the actual voting rights (tho' I've not read the full document yet)

 

* membership of the Foundation will continue to be based primarily on active pledging, so that the Foundation continues as an important source of funding for the Club. But a new category of membership will be introduced for former pledgers who, before they ceased pledging, contributed to the rescue and recovery of the Club by giving a specified amount between the launch of the Foundation in 2013 and the eventual transfer of majority ownership to the Foundation. Those members will have voting rights on certain major matters;

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Footballfirst

The minimum contribution for "affiliate membership" is £120 in any year since September 2013.

 

The voting rights are very limited and mainly apply to reserved matters requiring a 90% vote by the membership, of selling FOH shares, any proposal by the Club to change the name of the football team, the design of the Club badge or the Club colours, or to sell the Stadium, plus any change to the rights of "affiliate members".

 

While welcome, I don't think this change goes far enough.

 

 

 

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8 minutes ago, Footballfirst said:

The minimum contribution for "affiliate membership" is £120 in any year since September 2013.

 

The voting rights are very limited and mainly apply to reserved matters requiring a 90% vote by the membership, of selling FOH shares, any proposal by the Club to change the name of the football team, the design of the Club badge or the Club colours, or to sell the Stadium, plus any change to the rights of "affiliate members".

 

While welcome, I don't think this change goes far enough.

 

 

 

 

I'm not trawling back to find out but does this not cover your main concern which was if the membership declines to a small number there is nothing to stop them selling the shares?

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Footballfirst
1 minute ago, graygo said:

 

I'm not trawling back to find out but does this not cover your main concern which was if the membership declines to a small number there is nothing to stop them selling the shares?

Yes, that was one of my main concerns, so I welcome the closure of that loophole.

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Footballfirst

The following proposal seems a bit "wordy".

 

The Foundation will not have a right to direct the Club as to how funding from the Foundation should be spent. That will be a matter for the Club board and management to decide. However, where it is clear that Foundation members would like to see funds used for a particular purpose, their views will be communicated to the Club Board by the Nominated Directors. The Nominated Directors will report annually to the members of the Foundation on how the contributions have been used by the Club.

 

I interpret it as FOH can't tell the club where they want FOH contributions spent, but they can ask, although the final decision lies with the club.

 

There is no indication of when, how, or how much FOH funds will be transferred to the club, e.g. monthly, on request from the club, or as FOH sees fit, regular or variable amounts. There is still no limit on the amount of pledges that FOH may retain for internal use.

Edited by Footballfirst
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45 minutes ago, Footballfirst said:

Updated Governance proposals, to be voted on at a General Meeting to be held immediately following the FOH AGM.

 

https://foundationofhearts.us7.list-manage.com/track/click?u=a8b305cd3dab747973b8f0e61&id=32de83adc1&e=88e30bfbbf

 

A welcome concession, although unclear as to the amount of contributions required or the actual voting rights (tho' I've not read the full document yet)

 

* membership of the Foundation will continue to be based primarily on active pledging, so that the Foundation continues as an important source of funding for the Club. But a new category of membership will be introduced for former pledgers who, before they ceased pledging, contributed to the rescue and recovery of the Club by giving a specified amount between the launch of the Foundation in 2013 and the eventual transfer of majority ownership to the Foundation. Those members will have voting rights on certain major matters;

 

Good stuff

 

Good balance 

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5 minutes ago, Footballfirst said:

The following proposal seems a bit "wordy".

 

The Foundation will not have a right to direct the Club as to how funding from the Foundation should be spent. That will be a matter for the Club board and management to decide. However, where it is clear that Foundation members would like to see funds used for a particular purpose, their views will be communicated to the Club Board by the Nominated Directors. The Nominated Directors will report annually to the members of the Foundation on how the contributions have been used by the Club.

 

I interpret it as FOH can't tell the club where they want FOH contributions spent, but they can ask, although the final decision lies with the club.

 

There is no indication of when, how, or how much FOH funds will be transferred to the club, e.g. monthly, on request from the club, or as FOH sees fit, regular or variable amounts. There is still no limit on the amount of pledges that FOH may retain for internal use.

So FoH could withhold funds in the future if they wished?

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Footballfirst
8 minutes ago, davemclaren said:

So FoH could withhold funds in the future if they wished?

That's my interpretation.

 

The current arrangements require at least 95% of pledges to be handed over on the 20th of each month. That is set by the Bidco/FOH/HMFC funding agreement, which will expire when Bidco is bought out and the shares paid for / transferred. 

 

There is always the possibility of a new agreement with the club (or a lender) being put in place on the expiry of the current one. I'd imagine that the club would like a regular and predictable income stream.

Edited by Footballfirst
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8 minutes ago, Footballfirst said:

That's my interpretation.

 

The current arrangements require at least 95% of pledges to be handed over on the 20th of each month. That is set by the Bidco/FOH/HMFC funding agreement, which will expire when Bidco is bought out and the shares paid for / transferred. 

 

There is always the possibility of a new agreement with the club (or a lender) being put in place on the expiry of the current one. I'd imagine that the club would like a regular and predictable income stream.

Thanks. 

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These are two key areas where feedback has been taken into account while mainly sticking with the original proposals.

 

One member one vote from current pledgers and monies going to general funds are key aspects of the governance proposals in terms of where people see the club going. 

 

But giving some recognition to initial pledgers and some say in how funds are used is a fair recognition of what many people have been saying. 

 

It should also allow change as we develop. FoH has developed since the start. 

 

Will check out the full document tomorrow but seems good. 

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1 hour ago, Footballfirst said:

The minimum contribution for "affiliate membership" is £120 in any year since September 2013.

 

The voting rights are very limited and mainly apply to reserved matters requiring a 90% vote by the membership, of selling FOH shares, any proposal by the Club to change the name of the football team, the design of the Club badge or the Club colours, or to sell the Stadium, plus any change to the rights of "affiliate members".

 

While welcome, I don't think this change goes far enough.

 

 

 

 

So, for a minimum of 1 year's contributions, the pledger retains the right to vote on key matters whether they are / are not pledging at the time of said vote? 

 

I'd say that's a major concession on the original proposal and a clear sign that suggestions from here and elsewhere have been taken on board. 

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11 minutes ago, iainmac said:

 

So, for a minimum of 1 year's contributions, the pledger retains the right to vote on key matters whether they are / are not pledging at the time of said vote? 

 

I'd say that's a major concession on the original proposal and a clear sign that suggestions from here and elsewhere have been taken on board. 

 

I would hope it might encourage some to get back on board with their pledges.

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Francis Albert
13 hours ago, iainmac said:

 

So, for a minimum of 1 year's contributions, the pledger retains the right to vote on key matters whether they are / are not pledging at the time of said vote? 

 

I'd say that's a major concession on the original proposal and a clear sign that suggestions from here and elsewhere have been taken on board. 

The minimum one year is better than I expected/hoped for, the voting rights more restrictive but agreed it is a significant move and demonstration of willingness to listen.

I have not yet had a chance to read the email on the AGM, elections and governance and its attachments in detail but it is also seems to be a clear, comprehensive and very accessible piece of communication.

So well done FoH.

But more when I have read further!

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