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Latest FOH email - have your say on supermajority

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wavydavy

Can someone please remind me of what percentage shareholding AB will hold once Bidco shares are transferred to FOH?

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kila

.

 

Edit: can't read

Edited by kila

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Locky
31 minutes ago, been here before said:

What does it say?

 

My FoH emails seem to have dried up. I keep meaning to email them about it.

Mine seem to just be getting snowed under in my junk.

 

I'm torn. 90% seems high, but as others said, if 10.1% don't agree, we could miss out on good opportunities. 

 

That said, we have morons in our support, and 75% might be low. Can we call it 82.5%?

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wavydavy
1 minute ago, kila said:

 

75.1%

 

Really I thought that was the amount she was selling back to FOH. I know she is retaining a certain amount and assumed it would be the difference which is 24.9% but not sure how many others are owned by individuals.

 

That was why I was asking.

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Mikey1874
1 minute ago, wavydavy said:

 

Really I thought that was the amount she was selling back to FOH. I know she is retaining a certain amount and assumed it would be the difference which is 24.9% but not sure how many others are owned by individuals.

 

That was why I was asking.

 

Its 10% I think 

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Special Officer Doofy
3 minutes ago, wavydavy said:

 

Really I thought that was the amount she was selling back to FOH. I know she is retaining a certain amount and assumed it would be the difference which is 24.9% but not sure how many others are owned by individuals.

 

That was why I was asking.


No, he misread your question. He thought you were asking what percentage she owns now and we are buying off her.

 

Edited by Special Officer Doofy

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gorgieheart

there are some trumpets on here !

 

seriously, some would find any tiny thing to have a p*ss and moan about !

 

gonnae wind it in... !

 

JKB, used to be a decent forum.  Its turning into an utter joke

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ToadKiller Dog

90 % for me , to me fan ownership is hopefully forever. I dont want us to water down our ownership at any level .

75% is reachable if say we were relegated this season with the support feeling angry or negative and some populist rich man came along making big promises ( dont want to be toy like the two dundee clubs are at the moment ) .

I dont under estimate the power of populist propaganda see Boris and Trump .

Such a decision should carry as near 100% as possible or not happen at all .

 

Edited by ToadKiller Dog

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gashauskis9

I’m going to wait for FA and FF to come along and tell us the right answer.  Guaranteed the one I go for will be wrong knowing my luck!

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Selkirkhmfc1874

90% all day long 

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Ex member of the SaS

90%. We should never even consider selling the club to anyone. The thing I don't get is, when you hold a vote the majority wins, so how could a small minority stop the majority doing what the fans want?

There are plenty of ways to acquire investment, EG stadium naming is but one. We should never need to sell our club.

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Saint Jambo

A few things jump out at me. The main one being that the email appears to be written to support the 75% threshold. Given the skew of the argument, I think it would have been more honest for the FOH Board to just say they supported this proposal.

 

Quote

4.2    A meeting to consider a proposed transfer would be organised so as to maximise the voter turnout...

This isn't necessarily true. There is nothing in the governance documents to ensure this. While it might be the current intention of the current FOH Board, there is no way to know the future approach of a future FOH Board. A future FOH Board could aim to hold a general meeting with as low participation as possible with the aim of achieving the 75% threshold. The high threshold is meant to be a safeguard to ensure that an offer to take the shares from FOH had to be so clearly in the interest of the club that a massively overwhelming percentage of the members would support it.

 

Quote

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.

This seems to imply that recent "investors" in Scottish football are doing so with a belief that they will see a return on their investment. I would like to see some evidence of that. I'm not aware that either the investors in Aberdeen or Hibs have been clear that they have a financial rationale for their investment. I'm also confused about the claim that the lower percentage would provide greater flexibility and room for manoeuvre. It wouldn't provide additional options, it would just provide a lower threshold for a sale.

 

 

More generally, Budge has been clear recently that FOH is not in her opinion a vehicle for the fans to have any say in the running of the club. 

"I've said repeatedly, fan ownership does not mean fans running the club. If that happens, I genuinely believe it would be a disaster and undermine everything we've done."

FOH now seems to be arguing that in the short-term we should be seriously considering giving away our shares. If we haven't been contributing to have a say, and we haven't been contributing with an understanding that the intention was that the fans would maintain long-term ownership of the club, then I really wonder what the point in FOH is. We might as well just let Budge keep the shares. I'll be voting to keep the threshold at 90%.

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Mikey1874
1 minute ago, Gashauskis9 said:

I’m going to wait for FA and FF to come along and tell us the right answer.  Guaranteed the one I go for will be wrong knowing my luck!

 

We have Football First to thank as it was he who raised this at the AGM. 

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Bridge of Djoum
39 minutes ago, Thought Police said:

People really need to read things before getting all raging.

Nah. Much easier to read the headline and where applicable look at pictures. Scrutinizing it and making a judgement once you understand it is for losers.

IMO, 75% is more reasonable. 

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Diadora Van Basten

Don’t really care we have a team to support and a complete ground that’s the main thing for me. If FOH board think 75% is better that’s good enough for me.

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Mikey1874

Re Saint Jambo above, it is the case that a big decision could be done at a meeting. 

 

Up to FoH board to decide how votes are done. 

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BarneyBattles

If FOH did ever sell up, where does the money go?

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Special Officer Doofy
10 minutes ago, gorgieheart said:

there are some trumpets on here !

 

seriously, some would find any tiny thing to have a p*ss and moan about !

 

gonnae wind it in... !

 

JKB, used to be a decent forum.  Its turning into an utter joke


I’ve skipped a lot of posts. What is it you are referring to specifically on this thread?

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Bridge of Djoum
35 minutes ago, Psychedelicropcircle said:

If we are going forward with a plan to remain debt free why would we be needing investment ?

In order to grow?

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Saint Jambo
21 minutes ago, EIEIO said:

I voted for 90 percent if it is a vote on the entire FoH shareholding. However, if it is a vote to sell some FoH shares while leaving us , FoH, with more than 50 percent of HMFC I think 75 percent or even a simple majority would be acceptable.

 

I think it is important to understand that some things in company law require holders of 75% of shares to support. If FOH was to reduce its shareholding below 75% it would no longer have total control of the club.

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Elshin
54 minutes ago, Psychedelicropcircle said:

90%! the reason I’ve paid into this is that we never again have a mad man in charge. 

 

Why would we want the thing that hasn’t served us well over the past 30 years. 

 

 

Spot on.  I have replied 90% with reasons above.     The whole point of FOH is to serve the long term future of the club and not put it at risk.    

 

Why anyone would ever risk another pieman or vlad is beyond me

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HMFC86

90% for me, no matter what imo we should be keeping the club in our hands.

 

With the monthly subs rising, we should be in a position to compete at the top end and for trophies. 
 

It’s very unlikely that anyone would want to buy a Scottish club and pump millions in.

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Saint Jambo
3 minutes ago, Mikey1874 said:

Re Saint Jambo above, it is the case that a big decision could be done at a meeting. 

 

Up to FoH board to decide how votes are done. 

 

Indeed. Which is why there is no way for the current FoH Board to provide any guarantees of how a future FoH Board would approach q vote.

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EIEIO
2 minutes ago, Saint Jambo said:

 

I think it is important to understand that some things in company law require holders of 75% of shares to support. If FOH was to reduce its shareholding below 75% it would no longer have total control of the club.

Perhaps not in company law but wouldn't an individual or an organisation with say 51 percent of the shares have de facto control over the club?

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Elshin
2 minutes ago, HMFC86 said:

90% for me, no matter what imo we should be keeping the club in our hands.

 

With the monthly subs rising, we should be in a position to compete at the top end and for trophies. 
 

It’s very unlikely that anyone would want to buy a Scottish club and pump millions in.

Exactly.   Owner puts £5m in it is then offset as £5m debt.

 

Owner gets bored and wants to sell we owe him £5m.... once again club at risk

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wavydavy
2 minutes ago, Saint Jambo said:

A few things jump out at me. The main one being that the email appears to be written to support the 75% threshold. Given the skew of the argument, I think it would have been more honest for the FOH Board to just say they supported this proposal.

 

This isn't necessarily true. There is nothing in the governance documents to ensure this. While it might be the current intention of the current FOH Board, there is no way to know the future approach of a future FOH Board. A future FOH Board could aim to hold a general meeting with as low participation as possible with the aim of achieving the 75% threshold. The high threshold is meant to be a safeguard to ensure that an offer to take the shares from FOH had to be so clearly in the interest of the club that a massively overwhelming percentage of the members would support it.

 

This seems to imply that recent "investors" in Scottish football are doing so with a belief that they will see a return on their investment. I would like to see some evidence of that. I'm not aware that either the investors in Aberdeen or Hibs have been clear that they have a financial rationale for their investment. I'm also confused about the claim that the lower percentage would provide greater flexibility and room for manoeuvre. It wouldn't provide additional options, it would just provide a lower threshold for a sale.

 

 

More generally, Budge has been clear recently that FOH is not in her opinion a vehicle for the fans to have any say in the running of the club. 

"I've said repeatedly, fan ownership does not mean fans running the club. If that happens, I genuinely believe it would be a disaster and undermine everything we've done."

FOH now seems to be arguing that in the short-term we should be seriously considering giving away our shares. If we haven't been contributing to have a say, and we haven't been contributing with an understanding that the intention was that the fans would maintain long-term ownership of the club, then I really wonder what the point in FOH is. We might as well just let Budge keep the shares. I'll be voting to keep the threshold at 90%.

 

Good points and post.

 

Your point about giving away the shares though I think is wrong  it is about reducing the votes required to dispose of them as I understand it from 90% to 75%.

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Psychedelicropcircle
7 minutes ago, Bridge of Djoum said:

In order to grow?

Up your pledge ?

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XB52
1 hour ago, Psychedelicropcircle said:

90%! the reason I’ve paid into this is that we never again have a mad man in charge. 

 

Why would we want the thing that hasn’t served us well over the past 30 years. 

 

 

Exactly my thoughts

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King Of The Cat Cafe
1 hour ago, Noah Claypole said:

90% or 75% ?

 

Thoughts fellow members?

 

Thoughts?: Typographically speaking; it is a terrible combination of font and background colours.

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Bridge of Djoum
2 minutes ago, Psychedelicropcircle said:

Up your pledge ?

Yes that is one way of doing it. Be silly not to explore other options, though.

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Footballfirst

I raised the issue at the AGM. 

 

75% is the standard figure in Company Law for special resolutions, e.g. the issue of new shares to anyone other than existing shareholders. For routine decisions, e.g the reappointment of directors or auditors, you only need 50%.

 

FOH understandably considered that a super majority vote of 90% would be appropriate for key decisions affecting the football club, which were reserved for the FOH membership and not just the HMFC shareholders. Among those reserved decisions was the sale of shares in the club, moving from Tynecastle or changing the club colours.

 

My concern with the super majority vote is that those decisions for football fans can be emotional decisions, rather than rational ones. Where emotion comes into it, then the vast majority of the FOH membership could have a proposed action blocked by as little as 10%.  If such a vote was held at an EGM rather than as a ballot, with numbers present similar to that at the last AGM, then it could take as few as 10 members to veto a reserved proposal.

 

A couple of potential scenarios:

We have probably missed the boat on building a new ground, following the investment in the new stand. Given the amount of money invested in the redevelopment, plus the value of the land at Tynecastle,  a state of the art 25k-30k stadium could have been built on the back pitches at Murrayfield jointly with Edinburgh Rugby.

 

We have seen some foreign investors come into the Scottish football market, some welcome, although some unwelcome. What if there was a Sheik Mansur type figure looking to buy a well known Scottish club and take them to a new level (in a Scottish context), a bit like Man City. Let's say an offer came in to buy the majority shareholding for £25m and a legally binding agreement to invest a further £5m a season for the next 5 years.  FOH could only dream of making such an investment.

 

I fully understand the reasons why such approaches have been rejected, because of the impending switch to fan ownership.  The timing was never going to be right at this stage.  However, what about 5 or 10 or 20 years down the road?  Should such a sale go through FOH would also have substantial funds available to re-invest in the club down the road.

 

My concern is that decisions on voting requirements made just now could affect future decision making. I don't want to tie the hands of the future membership of FOH to super majority voting, that might not be in the club's best interests in the longer term.

 

Company Law's figure of 75% is not plucked out of thin air. It provides the majority shareholder with sufficient assurance to make key decisions, while preventing them making such decisions where there is a significant, but dissenting minority of 25% or more.

 

For the above reasons I will be voting for the 75% figure. 

 

Edited by Footballfirst

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Paulp74

I think we should always remain fan owned. An investor can still put money into the club, if they're so keen to get involved with us.

 

That means we would always have control of the club and could remove any investors taking us for a ride. 

 

Also, what investor would put what FOH are putting in each year (£1.8m?) With nothing in return? 

 

I'm siding towards 90% but will have a better think about it.

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Saint Jambo
4 minutes ago, EIEIO said:

Perhaps not in company law but wouldn't an individual or an organisation with say 51 percent of the shares have de facto control over the club?

No. 75% is required for some really important things. Particularly being able to change the articles of association of the club, which set out key rules of how the club is run. That is the reason that FOH are taking 75.1% of shares from Budge and happy to leave her with the remainder.

 

2 minutes ago, wavydavy said:

 

Good points and post.

 

Your point about giving away the shares though I think is wrong  it is about reducing the votes required to dispose of them as I understand it from 90% to 75%.

I agree with you that this is about lowering the threshold of votes to dispose of shares in the future. But the main argument for doing so is that the current environment of Scottish football is favourable to attracting outside investment and that Bidco has already received approaches. This seems to me to imply that they foresee this provision being tested in the short-term. The reason for me describing this as 'giving away' rather than "selling" the share is covered below.

 

9 minutes ago, BarneyBattles said:

If FOH did ever sell up, where does the money go?

The money goes into FOH. The key is that FOH cannot then distribute this money to the members. So either FOH would hold the money or the members would have to agree an alternative use for the money. From that point of view it seems likely to me that any transfer of FOH's shares in the club would be for a nominal sum (i.e. £1), as there is no real incentive for FOH to accept money from an investor which could instead be invested into the club. In effect it is probable that FOH would only ever give away rather than sell its shares in the club.

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BarneyBattles

Cheers SJ. As there’s no distribution of share sale money to members I’m more inclined to think 75% makes more sense. 

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Pilmuir

90 percent is the right number in this case.

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Special Officer Doofy
11 minutes ago, Footballfirst said:

My concern with the super majority vote is that those decisions for football fans can be emotional decisions, rather than rational ones. Where emotion comes into it, then the vast majority of the FOH membership could have a proposed action blocked by as little as 10%.


Exactly. **** that. As a non-OF club in Scotland, we have been the dog wagged by the tail long enough for me to recognise the dangers of this scenario.

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jamboiain13

anyone else suspicious of the timing of this?  On the eve of FoH assuming majority shareholding we are being asked to vote on potential future transfer of our majority shareholding to investors or owners who have apparently already contacted the club to enquire about buying us out?

I realise we will need to grow to sustain and compete but 'selling out' before we have even started seems a bit weird.  Or is the proposal a 'just in case' it all goes t**s up and we need an investor / buyer to come along and rescue the club that we have helped to rescue for the best part of a decade?
For this reason I voted to retain the 90% until I get some answers and assurances about the identity and sincerity as well as the solvency and credence of these 'interested parties' who have been sniffing around unbeknownst to any of us mere pledgers in the stands!

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eyesandears

75% for me, People talking about the pieman and vlad but i'm thinking bigger for Hearts. What about the good owners of clubs like Liverpool, Man City, Leicester. Can we not aspire to being far better than we are and take on the ugly two for the title. We're one of the only clubs that has size that will impress a proper investor and we should be open minded to well thought through proposals from wealthy backers. I want to win the league with Hearts and we will not do that under fan ownership.

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Special Officer Doofy
1 minute ago, jamboiain13 said:

anyone else suspicious of the timing of this?  On the eve of FoH assuming majority shareholding we are being asked to vote on potential future transfer of our majority shareholding to investors or owners who have apparently already contacted the club to enquire about buying us out?

I realise we will need to grow to sustain and compete but 'selling out' before we have even started seems a bit weird.  Or is the proposal a 'just in case' it all goes t**s up and we need an investor / buyer to come along and rescue the club that we have helped to rescue for the best part of a decade?
For this reason I voted to retain the 90% until I get some answers and assurances about the identity and sincerity as well as the solvency and credence of these 'interested parties' who have been sniffing around unbeknownst to any of us mere pledgers in the stands!


Don’t actually understand the point here. What are you worried about with this in relation to the timing? Genuine question.

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Saint Jambo
1 minute ago, BarneyBattles said:

Cheers SJ. As there’s no distribution of share sale money to members I’m more inclined to think 75% makes more sense. 

 

One caveat: The bar on distributing funds to members is (or will be) in the FOH Articles of Association. The Articles can be changed with a special resolution passed with a 75% vote. It isn't clear to me whether there is another safeguard I've missed, to prevent the "non-distribution of funds" clause being removed. If there isn't another safeguard, in theory that would mean that an EGM could be called with two proposals, one to allow distribution of funds and another to accept a sale of the shares.

 

@Footballfirst maybe you can provide greater insight on this point?

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jr ewing
34 minutes ago, Selkirkhmfc1874 said:

90% all day long 

Agreed 

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Bring on the Future
36 minutes ago, ToadKiller Dog said:

90 % for me , to me fan ownership is hopefully forever. I dont want us to water down our ownership at any level .

75% is reachable if say we were relegated this season with the support feeling angry or negative and some populist rich man came along making big promises ( dont want to be toy like the two dundee clubs are at the moment ) .

I dont under estimate the power of populist propaganda see Boris and Trump .

Such a decision should carry as near 100% as possible or not happen at all .

 

Sums up my thinking 100%

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davemclaren

The real question, for me, is should 10% of the members be able to able to block what 90% think is in the best interests of the club. Personally, I now agree with FF on this one and think that 75% should be sufficient. 

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jamboiain13
Just now, Special Officer Doofy said:


Don’t actually understand the point here. What are you worried about with this in relation to the timing? Genuine question.

I just find the idea of working so hard towards 'fan ownership' to be effectively told that the club has been approached by several interested parties to become the owner of HMFC just as we pay of Ann Budge and before 75.1% of shares are transferred to FoH.  Recent poster makes a good point about the fabulous owners of Liverpool and Man City et al but the EPL and the Scottish Premiership are MILES apart in attractiveness to potential new owners with the deepest of pockets.  My genuine worry is that we sell our shares to someone who leaves us in the lurch after getting bored or realising there is no way of getting a return on his / her money in the same way they would by buying a Liverpool for example.
That said if the potential new owner is bona fide and their credentials stack up then I don't see any reason why 90% of FoH members wouldn't vote for it.  Just seems like FoH are sh***ing themselves and looking for a way out.  Happy to be proved wrong

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JohnB
7 minutes ago, Bring on the Future said:

Sums up my thinking 100%

Don't think 100% is on offer. :th_wink1:

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davemclaren
3 minutes ago, jamboiain13 said:

I just find the idea of working so hard towards 'fan ownership' to be effectively told that the club has been approached by several interested parties to become the owner of HMFC just as we pay of Ann Budge and before 75.1% of shares are transferred to FoH.  Recent poster makes a good point about the fabulous owners of Liverpool and Man City et al but the EPL and the Scottish Premiership are MILES apart in attractiveness to potential new owners with the deepest of pockets.  My genuine worry is that we sell our shares to someone who leaves us in the lurch after getting bored or realising there is no way of getting a return on his / her money in the same way they would by buying a Liverpool for example.
That said if the potential new owner is bona fide and their credentials stack up then I don't see any reason why 90% of FoH members wouldn't vote for it.  Just seems like FoH are sh***ing themselves and looking for a way out.  Happy to be proved wrong

Why would they be looking for a way out? This was a legitimate point raised and discussed at the agm and it’s good they are consulting on it. 

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kingantti1874

75 for me..

 

that’s a clear enough majority for any decision no matter how material, it would seriously unfair if 89% wanted something to happen and it was blocked by a few hundred fans

 

the only outcome in that scenario would be people cancelling pledges in their droves. 
 

think people. 

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MES

I'd say 90% if there were a few people with large chunks of shares, but with 1,000s of us that's not the case. 75% will be a very big amount of people. 

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Elshin
5 minutes ago, davemclaren said:

The real question, for me, is should 10% of the members be able to able to block what 90% think is in the best interests of the club. Personally, I now agree with FF on this one and think that 75% should be sufficient. 

Or do fans get blinded by what an investor says he will do.    Give me the club and i will do x y and z.  

 

Once the club is out of the fans hands then it is gone forever and the risk to the club will increase.

 

FF example above re man city is fantasy land, clubs down south have tv money and sponsprship due to exposure which investors can offset thier own investments.

 

Rangers and hearts were basically given away in 2012 and 2013 yet newco have a dodgy charactor in charge and we have fans putting in almost £10m investment looking for nothing in return.  

 

I hope HMFC will always be in the fans hands with intelligant ceo put in place to continue growing the club organically.  

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davemclaren
2 minutes ago, Elshin said:

Or do fans get blinded by what an investor says he will do.    Give me the club and i will do x y and z.  

 

Once the club is out of the fans hands then it is gone forever and the risk to the club will increase.

 

FF example above re man city is fantasy land, clubs down south have tv money and sponsprship due to exposure which investors can offset thier own investments.

 

Rangers and hearts were basically given away in 2012 and 2013 yet newco have a dodgy charactor in charge and we have fans putting in almost £10m investment looking for nothing in return.  

 

I hope HMFC will always be in the fans hands with intelligant ceo put in place to continue growing the club organically.  

Depends how much you trust the members to decide I suppose. None of us know how football ownership models will

look in 20, 30 or 50 years. 

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