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Latest FOH email - have your say on supermajority

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ToqueJambo
4 minutes ago, Psychedelicropcircle said:

Do you think on the original email it would have said this will be decided by 75% of the people that vote? It looked more like a survey! 

 

Does anyone have the origina email  if so put it on here.

 

 

 

 

There should be a vote next. They must allow for postal and other votes though on such an important issue surely? It can't just be people who can make the meeting in person.

 

 

Dear Member

We have decided to revisit an important aspect of our future governance arrangements, and we would like your views.  We attach a short Q&A with this email, the background to which is set out below.

1.    What’s this all about?
Our future governance arrangements contain a restriction on any disposal of the Foundation’s shares in the Club acquired from Bidco.  Before such a disposal to a third party can proceed, it must be put to a vote of Foundation members (including Affiliate Members) and sanctioned by a majority of not less than 90% of the votes cast.
The issue is: Is this 90% requirement too high?  Should the requirement be reduced to 75%?

2.    Why is the board re-opening this topic now?
The review is prompted by two factors.  Firstly, feedback at the AGM in December.  At that meeting, we were urged to look again at the issue, with views being expressed that 90% was too high.  Secondly, awareness of investment trends in Scottish football (see 5.3 below).

We have a window in which to address the topic.  At present, if we decide to change the majority requirement, we need a 75% vote in favour at a general meeting of members.  However, once the ownership of the Club passes to the Foundation (an event scheduled for April), we would need a 90% vote in favour at a general meeting and the logistics of organising that meeting become more complicated.  It therefore makes sense to review the issue over the next few weeks.

3.    Was the 90% requirement discussed in the governance consultation?
Yes.  The 90% requirement was part of our governance proposals throughout the consultation process which ran from April 2017 to November 2018.  At that time, this particular point generated little, if any, comment.
At the end of the consultation period, the members overwhelmingly approved the final proposals.  This approval related to the proposals in their totality, and there were no separate votes on any constituent elements of the proposals.  The request raised at the AGM is effectively that the 90% requirement should now be considered separately.

4.    What are the arguments in favour of a 90% requirement?
[Note: the discussion in 4 and 5 below is framed in terms of the Foundation transferring majority ownership to a new owner.  An alternative scenario of the Foundation transferring a minority interest is, however, also possible.  The 90% approval requirement would extend to that latter scenario.]

4.1    Transferring majority ownership of the Club to a new owner would undoubtedly be the biggest collective decision the Foundation members would ever take.
We would be deciding who the new owner should be, with all the responsibility that places on us.  We would have to decide - are they the right people to own the Club?  Will they have the best interests of the Club at heart, and do they have the financial backing to sustain the Club financially?
A decision of this importance should only be taken with the support of a substantial majority of the voting members.

4.2    A meeting to consider a proposed transfer would be organised so as to maximise the voter turnout.  Early voting (electronically or by mail) would be possible, as well as voting at the meeting in person or by proxy.  A good turnout of members would reduce the risk of a small unrepresentative group of dissident members being able to block the sale.  See 5.1 below.

5.    What are the arguments against a 90% requirement?
5.1    A 90% majority requirement increases the risk of a small and unrepresentative minority being able to block a sale which might be supported by a large majority of members.  Depending on the overall size of the Foundation membership at the time and the proportion of that membership which participates in the vote, the fate of the Club could be decided by a small number of people.  This risk would be reduced if the majority requirement was 75%.

5.2    Football regulation has mechanisms to protect clubs against unscrupulous or untrustworthy individuals acquiring ownership.  A prospective owner or director must be a fit and proper person, and financial regulations are designed to stop clubs careering into financial turmoil.  It is an exaggeration, therefore, to say that a supermajority is required to provide this protection.

[Note: Having said this, it has been suggested at times that the regulatory protections are insufficient in practice, in that prospective owners are not effectively vetted by the football authorities, while financial regulations are subject to numerous caveats and are not strictly enforced.  The shortcomings were highlighted by Bury FC, which was expelled from the English Football League in 2019 as a direct result of poor ownership and longstanding financial problems.]

5.3    The Scottish football scene has changed in the past 12-18 months.  There has been an increase in external investment into our clubs.  A lot of this investment has come from overseas, particularly the US.  Scottish clubs are currently seen as viable assets to attract long-term investment.  The Scottish Premiership is a very competitive league and the pressure on owners to maintain investment and keep pace with their rivals is intense.  If a need for unplanned capital expenditure arises at a club, the fan ownership model is generally not regarded as well-suited to deliver funding.
Approaches to the Club by potential investors have already been made (through Bidco).  If this current climate in Scottish football continues, it is possible that such approaches might start to arrive with even greater frequency.
Against that background, it is arguable that a 75% majority requirement would be more appropriate and more in keeping with normal business practice.  It provides greater flexibility and room for manoeuvre, while nevertheless still requiring a substantial majority in favour of a sale.

6.    How will the views of members on this issue be sought?
We are going to conduct an online survey of our members over a one-week period.  Members will be asked to indicate which majority requirement – 90% or 75% - they favour.  There is also space in the survey to tell us about any comments, questions or concerns you may have.  We will anonymise the identities of respondents.

Click Here to access the survey form. Please enter the email address associated with your FoH Account.

You can complete the survey on your computer or mobile phone.  The survey is open now and will close at 5.00pm on Monday 17 February.  We will release the result of the survey shortly afterwards.

7.    After the survey has been completed, what will happen next?
The survey will be consultative only.  It will inform the decision-making process, as the directors will pay close attention to members’ views, especially if a significant proportion of members have participated.
If the directors conclude that the 90% majority requirement should be retained in its present form, no further action will be needed, as the requirement is already part of the future governance structure.
If the directors conclude that a 75% majority requirement is more appropriate, it will be necessary to alter the articles of association, and we will convene a general meeting of members for that purpose.  For reasons explained in 2 above, we would seek to do that before the Foundation acquires majority ownership of the Club.

I hope you will take the opportunity to give us your views.
 

Edited by ToqueJambo

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Saint Jambo
1 minute ago, 132goals1958 said:

 

Which is the statutory provisions in the articles I presume.Proxy votes will also count so It is up to everyone to register their vote as otherwise there can be no complaints. My own opinion fwiw is a special resolution requiring 75per cent is a general norm.

 

Indeed there has to be an option for proxy voting. There is a question as to how accessible you make that. Do you go with the more expensive option of an online facility that is effectively allowing online voting or do you require people to fill out a form and post it back.

 

1 hour ago, Footballfirst said:

Although I voted in favour of 75% rather than 90%, I think FOH has got this wrong in governance terms, and should NOT be convening an EGM to reverse the AGM position.

 

My reason is that the poll conducted to gauge opinion, itself failed to get a 75% vote, which would validate an EGM being called. It requires a 75% vote to change the articles, so the failure to get a 75% indicative vote should have led to it being left at 90%, as it stood following the AGM.

 

FOH will now convene an EGM for a vote on a single motion. That will be at a cost to FOH and the EGM may struggle to achieve a quorum of 51 members in attendance in any event.  If it does achieve a quorum, then it won't take very many members to sway the final result either way.  Limiting the vote to members present at the meeting is, in my opinion, not democratic for a change to the Articles of Association.

I have some sympathy with the FoH Board. A 73% result feels like the nightmare outcome from their point of view. A clear majority in favour, but not enough that if this was the official result it would lead to change. I think the argument could be made that it is close enough to suggest it should now be put to a formal vote to get a definitive view from the membership. The difficulty now, as you suggest, is that a far, far smaller number of members could vote at the meeting and make the actual decision. If they don't vote in favour, indeed even if it gets exactly 73% in favour and therefore doesn't go through, I anticipate a whole lot of confusion and some anger.

 

TBF to FOH some of the confusion in posts above from the fact that the first poster today posted a partial email along with a misleading message. The email is clear that no final decision has yet been made and it will now go to a formal vote.

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weehammy
23 minutes ago, Geoff Kilpatrick said:

 

You answered your own question. They are part of the collective.

But there’s nothing to suggest they have collective responsibility. The board is a group who advise the CEO, in our case the owner. She can then decide to ignore any advice and do as she pleases. For all we know the two FOH reps have moaned incessantly about the matters you raise.
It’s clear that there is collective adherence to confidentiality, however.

 

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Geoff Kilpatrick
7 minutes ago, weehammy said:

But there’s nothing to suggest they have collective responsibility. The board is a group who advise the CEO, in our case the owner. She can then decide to ignore any advice and do as she pleases. For all we know the two FOH reps have moaned incessantly about the matters you raise.
It’s clear that there is collective adherence to confidentiality, however.

 

If what you hypothesise is true, that would suggest a fundamental problem with, er, governance!

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Smithee
1 hour ago, Psychedelicropcircle said:

How many on here thought that the 75% was 75% of the membership?

 

if so you’ve just been took had & misled.

 

 

Surely very few that showed an interest thought that, there was a good conversation about it.

 

I still like the thought of a qualifying level of votes cast before anything requiring a super majority can be passed.

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portobellojambo1

I would think they need to do something to get a clearer indication of the thoughts of if not all, certainly a much larger percentage of the FoH contributors before making any changes. Via the voting option available for this survey the actual percentage who voted was c. 17.59% (based on 8,000 contributors), representing around 1,013 contributors voting in favour of the change. Not sure how many people would be able to make themselves available for an EGM, if that is the method which will then be used for ratification of anything.

 

It may well be the case that on a much higher vote the %age in favour of change will remain high, but the danger of moving forward and implementing changes without getting a clearer idea of the feelings of the vast majority of contributors is that a percentage may then consider there is no need for them to continue contributing, depending on their views on fan ownership and what is needed to then potentially override that position.

Edited by portobellojambo1

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Borders Jambo
1 hour ago, pettigrewsstylist said:

I thought it was a survey.

This, I voted in a survey which was there I thought to gauge opinion 

 

I didn't realise it would simply be decided

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pettigrewsstylist
22 minutes ago, portobellojambo1 said:

I would think they need to do something to get a clearer indication of the thoughts of if not all, certainly a much larger percentage of the FoH contributors before making any changes. Via the voting option available for this survey the actual percentage who voted was c. 17.59% (based on 8,000 contributors), representing around 1,013 contributors voting in favour of the change. Not sure how many people would be able to make themselves available for an EGM, if that is the method which will then be used for ratification of anything.

 

It may well be the case that on a much higher vote the %age in favour of change will remain high, but the danger of moving forward and implementing changes without getting a clearer idea of the feelings of the vast majority of contributors is that a percentage may then consider there is no need for them to continue contributing, depending on their views on fan ownership and what is needed to then potentially override that position.

FOH needs to explore how to make voting facilities available to vast majority of membership on major/core issues like this; I am an absolute ignorant on such matters tbh.

Precedent is being set here though.

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Psychedelicropcircle

Is there a certain level of contribution before your allowed a say? I ask as cropcirclette set up a contribution that ran for a couple of months, & she tells me no emails are sent to her email?

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Saint Jambo
1 hour ago, Borders Jambo said:

This, I voted in a survey which was there I thought to gauge opinion 

 

I didn't realise it would simply be decided

You did vote in a survey. It hasn't simply been decided. The issue now goes forward for a formal vote at a meeting g of members (date TBC). It will require 75% of votes at that meeting to pass. There will be some sort of provision to cast your vote without attending

 

1 hour ago, pettigrewsstylist said:

FOH needs to explore how to make voting facilities available to vast majority of membership on major/core issues like this; I am an absolute ignorant on such matters tbh.

Precedent is being set here though.

In the past they allowed for both online voting over a reasonably long period and voting in person. Not really clear that the issue is voting facilities. Much more likely is that for whatever reason many members are not choosing to vote. Some probably aren't even opening the email, while others open it and decide it is to boring to spend their time on. I checked back and the vote on diverting funds to the new stand only attracted 3,800 votes. With that in mind and given this was a technical governance issue, I'm amazed they got over 1000 votes.

 

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Jambo-Fox
3 hours ago, Footballfirst said:

Yes, going by the email.

 

"The resolution to amend our articles of association will be proposed as a special resolution and requires the approval of three-quarters of the votes cast at the meeting."

That surely can’t be correct? It must be possible to instruct the chairperson of the meeting  to vote on your behalf as you want ...... surely?

 

if not democracy is dead ... 

PS it surely means 75% of the votes cast at the meeting including those proxied to the chairperson in advance of the meeting?

Edited by Jambo-Fox

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Jambo-Fox

Anyway this vote confirms that 75% ( if approved) is the correct decision .... because it actually shows how hard it might be to get something that makes sense to the majority approved by 75% or more!! 

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Poseidon
3 minutes ago, Jambo-Fox said:

That surely can’t be correct? It must be possible to instruct the chairperson of the meeting  to vote on your behalf as you want ...... surely?

 

if not democracy is dead ... 

You can instruct someone else to vote on your behalf at the meeting by filling in the form. The proxy form had to be filled in pretty exactly last time and if in any doubt then the chairperson can cast the vote as he or she sees fit IIRC.

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pettigrewsstylist
28 minutes ago, Saint Jambo said:

You did vote in a survey. It hasn't simply been decided. The issue now goes forward for a formal vote at a meeting g of members (date TBC). It will require 75% of votes at that meeting to pass. There will be some sort of provision to cast your vote without attending

 

In the past they allowed for both online voting over a reasonably long period and voting in person. Not really clear that the issue is voting facilities. Much more likely is that for whatever reason many members are not choosing to vote. Some probably aren't even opening the email, while others open it and decide it is to boring to spend their time on. I checked back and the vote on diverting funds to the new stand only attracted 3,800 votes. With that in mind and given this was a technical governance issue, I'm amazed they got over 1000 votes.

 

Have you read the recent email? Your comments seem at complete odds with the course of action it describes. Presume you mean they are including proxy votes as having attended. Im no expert on such matters.

Edited by pettigrewsstylist

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Jambo-Fox
Just now, Poseidon said:

You can instruct someone else to vote on your behalf at the meeting by filling in the form. The proxy form had to be filled in pretty exactly last time and if in any doubt then the chairperson can cast the vote as he or she sees fit IIRC.

That makes sense, how it should be and how I thought it would be!

 

The FOH communicators need to stop ambiguous messages that can be misread and misunderstood and they should not assume that people know the obvious! 

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Jambo-Fox
7 minutes ago, pettigrewsstylist said:

Have you read the recent email? Your comments seem at complete odds with the course of action it describes.

Perhaps it does but SaintJambo is correct!

 

A vote can be cast by the chairperson on behalf of a member. It’s nothing new and has been happening in the FOH since inception ... I always vote at meetings BUT never attend them!!

Edited by Jambo-Fox

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pettigrewsstylist
4 minutes ago, Jambo-Fox said:

That makes sense, how it should be and how I thought it would be!

 

The FOH communicators need to stop ambiguous messages that can be misread and misunderstood and they should not assume that people know the obvious! 

Agreed. 

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pettigrewsstylist
2 minutes ago, Jambo-Fox said:

Perhaps it does but SaintJambo is correct!

 

A vote can be cast by the chairperson on behalf of a member. It’s nothing new and has been happening in the FOH since

inception ... I always vote at meetings BUT never attend them!!

Good stuff, thanks. Presumably announced clearly at calling notice for GM.

Edited by pettigrewsstylist

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Section Q
13 minutes ago, Jambo-Fox said:

Anyway this vote confirms that 75% ( if approved) is the correct decision .... because it actually shows how hard it might be to get something that makes sense to the majority approved by 75% or more!! 

And also how a small band of nutters can go off rail. 

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o1djambo
13 minutes ago, Jambo-Fox said:

Anyway this vote confirms that 75% ( if approved) is the correct decision .... because it actually shows how hard it might be to get something that makes sense to the majority approved by 75% or more!! 

Also could be an indication of less members required to be in favour of selling out if only the 75 per cent are needed instead of the 90 per cent. 

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o1djambo
4 minutes ago, Section Q said:

And also how a small band of nutters can go off rail. 

I must agree with you. 

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Poseidon

In the unlikely event I am able to go to the meeting I'm happy to vote on behalf of others against the proposal if they are unable to attend and happy to fill in the form naming me as their proxy.

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o1djambo

Interestingly I had a conversation at the last home game about the Foh email and out of six members I was the only person who had reacted and cast a vote. Rather worrying as the club could be sold owing to lethargy of our support. People must pay attention in class. 

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davemclaren
7 minutes ago, o1djambo said:

Interestingly I had a conversation at the last home game about the Foh email and out of six members I was the only person who had reacted and cast a vote. Rather worrying as the club could be sold owing to lethargy of our support. People must pay attention in class. 

...or not be sold owing to lethargy in our support. 

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Footballfirst
1 hour ago, Jambo-Fox said:

That surely can’t be correct? It must be possible to instruct the chairperson of the meeting  to vote on your behalf as you want ...... surely?

 

if not democracy is dead ... 

PS it surely means 75% of the votes cast at the meeting including those proxied to the chairperson in advance of the meeting?

You would think so, but the email doesn't make that clear. I think getting a quorum may be the bigger issue.

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davemclaren
2 minutes ago, sac said:

Poll result in

DD1C539F-06DA-489A-81FA-569CA730C038.jpeg

Peebles? 😄

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pettigrewsstylist
9 hours ago, Poseidon said:

In the unlikely event I am able to go to the meeting I'm happy to vote on behalf of others against the proposal if they are unable to attend and happy to fill in the form naming me as their proxy.

May well PM you once calling notice is out 👍

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Tasavallan

For me, 90% or 75% was never the issue.  It was, as proved, the %age that actually voted.  How many of the 8000+ FOH members are actually members of JKB and were aware of the vote.  How many FOH members have incorrect contact details and were never contacted.

 

A 20% turnout is very low but maybe it reflects poor administration by FOH.  Has FOH sent an email out to all its members recently to obtain updated contact details.   I only found out about the vote  through the thread on JKB.

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Jambo-Fox
19 minutes ago, Tasavallan said:

For me, 90% or 75% was never the issue.  It was, as proved, the %age that actually voted.  How many of the 8000+ FOH members are actually members of JKB and were aware of the vote.  How many FOH members have incorrect contact details and were never contacted.

 

A 20% turnout is very low but maybe it reflects poor administration by FOH.  Has FOH sent an email out to all its members recently to obtain updated contact details.   I only found out about the vote  through the thread on JKB.

You obviously never got the e mail ..... which would suggest they do not have the correct one for you (or perhaps it went to your junk mail). 

I’d also suggest the individual is responsible for ensuring personal details are correct rather than the organisation holding them.

Edited by Jambo-Fox

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davemclaren
55 minutes ago, Tasavallan said:

For me, 90% or 75% was never the issue.  It was, as proved, the %age that actually voted.  How many of the 8000+ FOH members are actually members of JKB and were aware of the vote.  How many FOH members have incorrect contact details and were never contacted.

 

A 20% turnout is very low but maybe it reflects poor administration by FOH.  Has FOH sent an email out to all its members recently to obtain updated contact details.   I only found out about the vote  through the thread on JKB.

If FoH have the wrong/old email address then the member won’t get any email anyway to get new email details. 

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ToqueJambo
21 hours ago, o1djambo said:

Interestingly I had a conversation at the last home game about the Foh email and out of six members I was the only person who had reacted and cast a vote. Rather worrying as the club could be sold owing to lethargy of our support. People must pay attention in class. 

 

They didn't send out a reminder email as far as I can recall. People need prodded to do things like this. Generally, communication seems poor.

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Mister Dee

This doesn’t sit well with me. 
We did all this to be a fan owned Club -the idea of another nut job owner getting their hands on us, is worrying.
It’ll be interesting to see how this pans out. 

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ToqueJambo
2 minutes ago, Mister Dee said:

This doesn’t sit well with me. 
We did all this to be a fan owned Club -the idea of another nut job owner getting their hands on us, is worrying.
It’ll be interesting to see how this pans out. 

 

It's not done and dusted yet, but anything that makes it easier to sell the club should be a big worry IMO, especially if we get relegated as "investors" might sense they can get us at a cutdown price and fans might be worried enough to chance it.

Edited by ToqueJambo

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Jambo-Fox
23 hours ago, o1djambo said:

Interestingly I had a conversation at the last home game about the Foh email and out of six members I was the only person who had reacted and cast a vote. Rather worrying as the club could be sold owing to lethargy of our support. People must pay attention in class. 

People have VERY short memories... I was once involved with training 350 people over a 48 hour period on safety ... 24 hours later we were audited and only 15% of those interviewed said they had received any safety training over the previous 6 months!! 😂  

People 🤷‍♂️

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