| FAO new Trust board members: action on the proposed share sale 08:14 - Dec 16 with 16955 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 15:48 - Dec 17 with 2084 views | chad |
| FAO new Trust board members: action on the proposed share sale on 15:39 - Dec 17 by Outsider |
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? |
Crux of my question too depends if a Board vote needed before completion
In which case a few (1?) instant resignations will stop that - but need to get the correct number of Board members willing to do that to take below 12 and could immediately coopt others |  | | |
| FAO new Trust board members: action on the proposed share sale on 15:51 - Dec 17 with 2076 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 15:48 - Dec 17 by chad |
Crux of my question too depends if a Board vote needed before completion
In which case a few (1?) instant resignations will stop that - but need to get the correct number of Board members willing to do that to take below 12 and could immediately coopt others |
Indeed - the risk we face here is the existing Trust board has no intention of taking the share sale proposal to the AGM ... signed long before. | | | |
| FAO new Trust board members: action on the proposed share sale on 16:02 - Dec 17 with 2057 views | Shaky |
| FAO new Trust board members: action on the proposed share sale on 15:39 - Dec 17 by Outsider |
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? |
You're rigth about the 14 members, but I am counting on ECB and 2 others being prepared to resign if the deal comes up for approval before the board.
That's why I proposed bringing along some pre-printed resignation letters.
I think there are decent odds that more resignations could be found, but they should hang on in there, in the unlikely case a future need to rinse and repeat arises. |  |
| |
| FAO new Trust board members: action on the proposed share sale on 16:28 - Dec 17 with 2023 views | wobbly |
| 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. |
ECb, In your view, what probability would you estimate the likelihood of the deal being pushed through before the end of January? |  | | |
| FAO new Trust board members: action on the proposed share sale on 16:30 - Dec 17 with 2021 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 16:02 - Dec 17 by Shaky |
You're rigth about the 14 members, but I am counting on ECB and 2 others being prepared to resign if the deal comes up for approval before the board.
That's why I proposed bringing along some pre-printed resignation letters.
I think there are decent odds that more resignations could be found, but they should hang on in there, in the unlikely case a future need to rinse and repeat arises. |
Thanks, and indeed I think you are right that resignations could be found on the day at an AGM, and potentially at a board meeting before the AGM if one is called.
In the meanwhile though, for reasons explained in the opening post, there is risk the Trust chairman considers that he has the mandate to sign the share sale immediately, in the knowledge that now he has a legally constituted board of over 12 members, and so he goes ahead and does it well before the AGM (and without consulting the new board members). Did you notice the scramble to identify and appoint co-opted members to get the board legal again?
Based on what I have heard from some existing Board members the scenario I describe is a real possibility.
We have also surely seen the Trust governance be very weakly applied time after time, and there are lingering doubts over the exact Trust governance rules, so we should not expect due process to actually be followed very closely if the Trust chairman and secretary want to apply creative interpretations of the rules. | | | |
| FAO new Trust board members: action on the proposed share sale on 16:34 - Dec 17 with 2009 views | exiledclaseboy |
| FAO new Trust board members: action on the proposed share sale on 16:28 - Dec 17 by wobbly |
ECb, In your view, what probability would you estimate the likelihood of the deal being pushed through before the end of January? |
High. Edited to add - at least as things currently stand. [Post edited 17 Dec 2017 16:37]
|  |
| |
| FAO new Trust board members: action on the proposed share sale on 16:36 - Dec 17 with 1996 views | Shaky |
| FAO new Trust board members: action on the proposed share sale on 16:30 - Dec 17 by Outsider |
Thanks, and indeed I think you are right that resignations could be found on the day at an AGM, and potentially at a board meeting before the AGM if one is called.
In the meanwhile though, for reasons explained in the opening post, there is risk the Trust chairman considers that he has the mandate to sign the share sale immediately, in the knowledge that now he has a legally constituted board of over 12 members, and so he goes ahead and does it well before the AGM (and without consulting the new board members). Did you notice the scramble to identify and appoint co-opted members to get the board legal again?
Based on what I have heard from some existing Board members the scenario I describe is a real possibility.
We have also surely seen the Trust governance be very weakly applied time after time, and there are lingering doubts over the exact Trust governance rules, so we should not expect due process to actually be followed very closely if the Trust chairman and secretary want to apply creative interpretations of the rules. |
"there is risk the Trust chairman considers that he has the mandate to sign the share sale immediately"
He may believe that but his individual opinon or signature has no legal weight whatsoever.
Only the formal decisions of the lawfully constituted board can be binding on the Trust, as I am sure Dai Little would readily confirm | |
| |
| FAO new Trust board members: action on the proposed share sale on 16:43 - Dec 17 with 1977 views | wobbly |
| FAO new Trust board members: action on the proposed share sale on 16:34 - Dec 17 by exiledclaseboy |
High. Edited to add - at least as things currently stand. [Post edited 17 Dec 2017 16:37]
|
Do you or Lisa see the emails that are sent to the trust email inbox? How many e-mails of concern have been sent in the last 24 hours? | | | |
Login to get fewer ads
| FAO new Trust board members: action on the proposed share sale on 16:45 - Dec 17 with 1974 views | exiledclaseboy |
| FAO new Trust board members: action on the proposed share sale on 16:43 - Dec 17 by wobbly |
Do you or Lisa see the emails that are sent to the trust email inbox? How many e-mails of concern have been sent in the last 24 hours? |
I haven’t got access to that I’m afraid so I don’t know. | |
| |
| FAO new Trust board members: action on the proposed share sale on 17:08 - Dec 17 with 1927 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 16:36 - Dec 17 by Shaky |
"there is risk the Trust chairman considers that he has the mandate to sign the share sale immediately"
He may believe that but his individual opinon or signature has no legal weight whatsoever.
Only the formal decisions of the lawfully constituted board can be binding on the Trust, as I am sure Dai Little would readily confirm |
Yes, but see my last paragraph above. I would not underestimate the lengths that some people will go to (for some reason) in order to push through the share sale ASAP.
We have seen on numerous occasions that the Trust governance is weakly applied and due process not followed ... if the Trust chairman went ahead and signed-off the share sale, who is standing around to sue him? There would be a bit of heat on Planet Swans and other fora would make some noise, but it will be too late to meaningfully change anything. | | | |
| FAO new Trust board members: action on the proposed share sale on 17:11 - Dec 17 with 1922 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 16:28 - Dec 17 by wobbly |
ECb, In your view, what probability would you estimate the likelihood of the deal being pushed through before the end of January? |
Shaky - I hope you say the reply to this ...
New Trust board member ECB believes the likelihood is “High, as things currently stand”. | | | |
| FAO new Trust board members: action on the proposed share sale on 17:16 - Dec 17 with 1911 views | Shaky |
| FAO new Trust board members: action on the proposed share sale on 17:08 - Dec 17 by Outsider |
Yes, but see my last paragraph above. I would not underestimate the lengths that some people will go to (for some reason) in order to push through the share sale ASAP.
We have seen on numerous occasions that the Trust governance is weakly applied and due process not followed ... if the Trust chairman went ahead and signed-off the share sale, who is standing around to sue him? There would be a bit of heat on Planet Swans and other fora would make some noise, but it will be too late to meaningfully change anything. |
I don't want to get into too much speculation,but the fact is the chairman derives his power from the board; the chairman of the board.
If he were to sign the agreement individually or as a result of a decision by a non-legally constituted board, the settlement agreement would not be valid.
The outrage would be significant and the lot would be kicked out at the next AGM. The new board could them merrily proceed as if nothing had happend, ignore the settlement agreement completely, and pursue the unfair prejudice litigation.
It would then be up to Kaplan to try to enforce the settlement, but I don't see much risk of them bothering with that; they wouldn't have a leg to stand on. | |
| |
| FAO new Trust board members: action on the proposed share sale on 17:22 - Dec 17 with 1896 views | Dan_Swan |
I've sent an e-mail via the Trusts Webform, their e-mail address & Nigel Hamer, sincerely hope others are doing the same in their droves!
info@swanstrust.co.uk & nigelhamer@gmail.com |  |
| Still following Dr's orders! |
| |
| FAO new Trust board members: action on the proposed share sale on 17:31 - Dec 17 with 1886 views | wobbly |
| FAO new Trust board members: action on the proposed share sale on 16:45 - Dec 17 by exiledclaseboy |
I haven’t got access to that I’m afraid so I don’t know. |
That's a shame. Hopefully someone can ask the question of the official inbox monitor.
It's pretty clear you are not in favour of the deal and Lisa as the new finance affiliate isn't either. Do you know what the legal affiliate' views are?
If he doesn't like it either, It would be a bit extraordinary if the board felt able to sign a deal of such a size if neither the legal or finance affiliate approved of its construction. That seems to me to be a huge personal risk - does the trust still have D&O insurance for the board? [Post edited 17 Dec 2017 17:58]
| | | |
| FAO new Trust board members: action on the proposed share sale on 17:39 - Dec 17 with 1871 views | exiledclaseboy |
| FAO new Trust board members: action on the proposed share sale on 17:31 - Dec 17 by wobbly |
That's a shame. Hopefully someone can ask the question of the official inbox monitor.
It's pretty clear you are not in favour of the deal and Lisa as the new finance affiliate isn't either. Do you know what the legal affiliate' views are?
If he doesn't like it either, It would be a bit extraordinary if the board felt able to sign a deal of such a size if neither the legal or finance affiliate approved of its construction. That seems to me to be a huge personal risk - does the trust still have D&O insurance for the board? [Post edited 17 Dec 2017 17:58]
|
I haven’t spoken to the legal affiliate so I don’t know what his view is and wouldn’t like to speculate. No idea on the insurance either. This is all still new to me. | |
| |
| FAO new Trust board members: action on the proposed share sale on 17:44 - Dec 17 with 1860 views | wobbly |
| FAO new Trust board members: action on the proposed share sale on 17:39 - Dec 17 by exiledclaseboy |
I haven’t spoken to the legal affiliate so I don’t know what his view is and wouldn’t like to speculate. No idea on the insurance either. This is all still new to me. |
Fair enough. Lisa, can you help? I know you said you've spoken to the legal affiliate. | | | |
| FAO new Trust board members: action on the proposed share sale on 17:52 - Dec 17 with 1839 views | Outsider |
| FAO new Trust board members: action on the proposed share sale on 17:16 - Dec 17 by Shaky |
I don't want to get into too much speculation,but the fact is the chairman derives his power from the board; the chairman of the board.
If he were to sign the agreement individually or as a result of a decision by a non-legally constituted board, the settlement agreement would not be valid.
The outrage would be significant and the lot would be kicked out at the next AGM. The new board could them merrily proceed as if nothing had happend, ignore the settlement agreement completely, and pursue the unfair prejudice litigation.
It would then be up to Kaplan to try to enforce the settlement, but I don't see much risk of them bothering with that; they wouldn't have a leg to stand on. |
Idle speculation is indeed not wise - however, in my experience, prudent risk management is very wise.
Be aware the Trust board is legally constituted according to the Trust secretary (why you seem to think otherwise?). The share sale may well be done and dusted by the AGM.
Also, what was agreed at the hastily-convened Trust board meeting on Tuesday (where several new members could not attend) is not public information. The way forward allowing the chairman to sign-off the share sale based on simple majority of board members may have been agreed. Board members may not be at liberty to share this information. I think that is unlikely, but who knows?
This is why my advocacy is to do everything possible to prevent the share sale from happening before the AGM. It is much less effort than trying to claw things back after the share sale has happened, whatever the legalities, which could well be a long drawn out and futile effort. | | | |
| FAO new Trust board members: action on the proposed share sale on 17:58 - Dec 17 with 1830 views | MoscowJack |
| FAO new Trust board members: action on the proposed share sale on 17:52 - Dec 17 by Outsider |
Idle speculation is indeed not wise - however, in my experience, prudent risk management is very wise.
Be aware the Trust board is legally constituted according to the Trust secretary (why you seem to think otherwise?). The share sale may well be done and dusted by the AGM.
Also, what was agreed at the hastily-convened Trust board meeting on Tuesday (where several new members could not attend) is not public information. The way forward allowing the chairman to sign-off the share sale based on simple majority of board members may have been agreed. Board members may not be at liberty to share this information. I think that is unlikely, but who knows?
This is why my advocacy is to do everything possible to prevent the share sale from happening before the AGM. It is much less effort than trying to claw things back after the share sale has happened, whatever the legalities, which could well be a long drawn out and futile effort. |
This !!!
There have been enough 'hints' on here from those 'in the know' to act IMMEDIATELY to avoid the sale going through. It can't be made any clearer.
I think a sale announcement is imminent and once that's happened, we're really fcuked! | |
| |
| FAO new Trust board members: action on the proposed share sale on 17:59 - Dec 17 with 1824 views | londonlisa2001 |
| FAO new Trust board members: action on the proposed share sale on 17:44 - Dec 17 by wobbly |
Fair enough. Lisa, can you help? I know you said you've spoken to the legal affiliate. |
I don't think I should speculate one way or the other on someone else's view.
I do know, however, that I have now arranged to meet with Dai in London in early January to discuss further and it's my understanding that people are generally very busy until then, so I'd be very surprised personally if anything happens before Dai and I meet.
Dai has been extremely receptive and responsive this week and I personally am very grateful to him for that. | | | |
| FAO new Trust board members: action on the proposed share sale on 18:01 - Dec 17 with 1816 views | wobbly |
| FAO new Trust board members: action on the proposed share sale on 17:59 - Dec 17 by londonlisa2001 |
I don't think I should speculate one way or the other on someone else's view.
I do know, however, that I have now arranged to meet with Dai in London in early January to discuss further and it's my understanding that people are generally very busy until then, so I'd be very surprised personally if anything happens before Dai and I meet.
Dai has been extremely receptive and responsive this week and I personally am very grateful to him for that. |
Well, that's good news. If the legal affiliate is not meeting with the finance affiliate until early January, then it sounds very much like the deal is not going to get done in December. So, still time for trust members to register views. | | | |
| FAO new Trust board members: action on the proposed share sale on 18:01 - Dec 17 with 1816 views | Uxbridge |
| FAO new Trust board members: action on the proposed share sale on 17:39 - Dec 17 by exiledclaseboy |
I haven’t spoken to the legal affiliate so I don’t know what his view is and wouldn’t like to speculate. No idea on the insurance either. This is all still new to me. |
The officers of the Trust board do indeed have that insurance.
As for the Finance Affiliate being against the deal being a reason not to proceed, given said person's rather public comments in that area prior to the vote, I'm not sure that's a valid reason in itself! Unless something else crops in the detail of course, which it might.
The legal affiliate, on the other hand .... |  |
| |
| FAO new Trust board members: action on the proposed share sale on 18:05 - Dec 17 with 1799 views | Shaky |
| FAO new Trust board members: action on the proposed share sale on 17:52 - Dec 17 by Outsider |
Idle speculation is indeed not wise - however, in my experience, prudent risk management is very wise.
Be aware the Trust board is legally constituted according to the Trust secretary (why you seem to think otherwise?). The share sale may well be done and dusted by the AGM.
Also, what was agreed at the hastily-convened Trust board meeting on Tuesday (where several new members could not attend) is not public information. The way forward allowing the chairman to sign-off the share sale based on simple majority of board members may have been agreed. Board members may not be at liberty to share this information. I think that is unlikely, but who knows?
This is why my advocacy is to do everything possible to prevent the share sale from happening before the AGM. It is much less effort than trying to claw things back after the share sale has happened, whatever the legalities, which could well be a long drawn out and futile effort. |
The way I understand the vote in the summer in the most favourable possible way, the members mandated the board to negotiate the agreement.
Implicit is the legally constituted board, not the chairman, and not him and a couple of cronies freelancing.
In my view there are adaquate contingecies in place to deal with them going off-piste, and that it is a far more urgent priority to properly prepare for the AGM which must happen by the end of January.
Because there is a lot of organisational work and coordination required to give this putsch the highest chance of succeding, and things have hardly got off to a good start certainly on the coordination front. [Post edited 17 Dec 2017 18:07]
| |
| |
| FAO new Trust board members: action on the proposed share sale on 18:05 - Dec 17 with 1799 views | wobbly |
| FAO new Trust board members: action on the proposed share sale on 18:01 - Dec 17 by Uxbridge |
The officers of the Trust board do indeed have that insurance.
As for the Finance Affiliate being against the deal being a reason not to proceed, given said person's rather public comments in that area prior to the vote, I'm not sure that's a valid reason in itself! Unless something else crops in the detail of course, which it might.
The legal affiliate, on the other hand .... |
Well, what is the point of asking her to be the finance affiliate and make a big display of welcoming her expertise if they are not going to listen to what she has to say before executing the deal. If the legal affiliate also has reservations, well, the trust board might want to be checking the terms of that insurance. Just in case. | | | |
| FAO new Trust board members: action on the proposed share sale on 18:10 - Dec 17 with 1779 views | Uxbridge |
| FAO new Trust board members: action on the proposed share sale on 18:05 - Dec 17 by wobbly |
Well, what is the point of asking her to be the finance affiliate and make a big display of welcoming her expertise if they are not going to listen to what she has to say before executing the deal. If the legal affiliate also has reservations, well, the trust board might want to be checking the terms of that insurance. Just in case. |
Not liking the original deal wouldn't be a reason in itself. That's a matter of record.
However if, as part of the structure of the deal, something else comes to light, or something that was included in the proposal to members isn't enforceable, is quite another. | |
| |
| FAO new Trust board members: action on the proposed share sale on 18:11 - Dec 17 with 1779 views | MoscowJack |
| FAO new Trust board members: action on the proposed share sale on 18:05 - Dec 17 by wobbly |
Well, what is the point of asking her to be the finance affiliate and make a big display of welcoming her expertise if they are not going to listen to what she has to say before executing the deal. If the legal affiliate also has reservations, well, the trust board might want to be checking the terms of that insurance. Just in case. |
Could someone explain what the insurance covers please? | |
| |
| |
By continuing to use the site, you agree to our use of cookies and to abide by our Terms and Conditions.
