| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE 11:14 - Feb 23 with 19847 views | judd |
Supporters meeting re: EGM
In agreement with the club, the Trust is holding an open meeting at the club this SUNDAY 25th FEBRUARY.
The meeting will be held in the RATCLIFFE BAR and will commence at 2pm with a planned finish no later than 4pm.
We are still working on how we can stream this meeting and allow supporters who cannot attend to hear what is being said and to email their own questions in.
There is no formal agenda.
We do not necessarily have all the answers but we are sure supporters will have all the questions and we will do our utmost to publish answers to anything we cannot answer on the day.
There will not be any club representatives at the meeting, so there will be an inevitable delay in getting some answers back.
[Post edited 23 Feb 13:50]
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| Fans meeting this SUNDAY 2pm on 11:24 - Feb 23 with 9379 views | RAFCBLUE |
Thanks judd. This is a great step and the extension via video helpful to those who can't be there in person this Sunday.
This might be on the agenda already so apologies if it is, but could someone clarify how the Trust votes will work?
I've received my voting form this morning and it notes that:
Following a vote of members in 2021, the Trust is duty bound to vote in accordance with the wishes of the membership, and as such, we are asking members to cast their vote ahead of the AGM. Votes will only be accepted from Adult and Exile members who were registered when the EGM was called on Tuesday 20th February.
We know the Trust has 131,391 shares.
Does the above bit mean that the Trust will:
(A) Vote the way of the majority of members - for example if it was 55% for and 45% against the Trust would pledge all 131,391 votes for?
OR:
(B) Vote proportionately in line with members - so continuing the example above it if was 55% for and 45% against the Trust would pledge 72,265 of its shares to vote for and 59,126 shares against?
OR:
(C) Something else
The Companies Act motions are binary pass or fail and the special resolution ones mean 75% is needed to pass.
It could be the case that if (A) those who vote for the losing way are not represented in the real vote.
It could be the case that if (B) the proportionate representation causes a special resolution not to pass where <75% of members do not vote for it.
Given the inherent importance of the outcome of the EGM votes it would be helpful for that guidance ahead of voting and there is time given that the Trust don't need to have that back until 7pm on 5th March 2024, but advance clarity of how it is going to work would be appreciated. |  |
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| Fans meeting this SUNDAY 2pm on 11:40 - Feb 23 with 9303 views | wozzrafc |
| Fans meeting this SUNDAY 2pm on 11:24 - Feb 23 by RAFCBLUE |
Thanks judd. This is a great step and the extension via video helpful to those who can't be there in person this Sunday.
This might be on the agenda already so apologies if it is, but could someone clarify how the Trust votes will work?
I've received my voting form this morning and it notes that:
Following a vote of members in 2021, the Trust is duty bound to vote in accordance with the wishes of the membership, and as such, we are asking members to cast their vote ahead of the AGM. Votes will only be accepted from Adult and Exile members who were registered when the EGM was called on Tuesday 20th February.
We know the Trust has 131,391 shares.
Does the above bit mean that the Trust will:
(A) Vote the way of the majority of members - for example if it was 55% for and 45% against the Trust would pledge all 131,391 votes for?
OR:
(B) Vote proportionately in line with members - so continuing the example above it if was 55% for and 45% against the Trust would pledge 72,265 of its shares to vote for and 59,126 shares against?
OR:
(C) Something else
The Companies Act motions are binary pass or fail and the special resolution ones mean 75% is needed to pass.
It could be the case that if (A) those who vote for the losing way are not represented in the real vote.
It could be the case that if (B) the proportionate representation causes a special resolution not to pass where <75% of members do not vote for it.
Given the inherent importance of the outcome of the EGM votes it would be helpful for that guidance ahead of voting and there is time given that the Trust don't need to have that back until 7pm on 5th March 2024, but advance clarity of how it is going to work would be appreciated. |
Isn’t it one vote per member regardless of the number of shares? |  | | |
| Fans meeting this SUNDAY 2pm on 11:43 - Feb 23 with 9277 views | RAFCBLUE |
| Fans meeting this SUNDAY 2pm on 11:40 - Feb 23 by wozzrafc |
Isn’t it one vote per member regardless of the number of shares? |
I believe it is one member one vote for the Trust's poll.
What I'm unclear on, and so seeking guidance is how the result (in my example 55% for and 45% against) of the Trust poll which closes on 5th March 2024 get applied on the night of the EGM on 7th March 2024 for the 131,391 shares in the Company that that Trust can use to vote.
I couldn't see the answer in the Trust Constitution document but knowing me I will have missed something obvious. | |
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| Fans meeting this SUNDAY 2pm on 12:04 - Feb 23 with 9174 views | D_Alien |
Will the bar be open? |  |
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| Fans meeting this SUNDAY 2pm on 12:06 - Feb 23 with 9162 views | judd |
| Fans meeting this SUNDAY 2pm on 12:04 - Feb 23 by D_Alien |
Will the bar be open? |
No | |
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| Fans meeting this SUNDAY 2pm on 12:08 - Feb 23 with 9146 views | wozzrafc |
| Fans meeting this SUNDAY 2pm on 11:43 - Feb 23 by RAFCBLUE |
I believe it is one member one vote for the Trust's poll.
What I'm unclear on, and so seeking guidance is how the result (in my example 55% for and 45% against) of the Trust poll which closes on 5th March 2024 get applied on the night of the EGM on 7th March 2024 for the 131,391 shares in the Company that that Trust can use to vote.
I couldn't see the answer in the Trust Constitution document but knowing me I will have missed something obvious. |
I mean in the night of the EGM the trust only have a single vote. Or is that not the case in this EGM? | | | |
| Fans meeting this SUNDAY 2pm on 12:09 - Feb 23 with 9139 views | D_Alien |
| Fans meeting this SUNDAY 2pm on 12:06 - Feb 23 by judd |
No |
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| Fans meeting this SUNDAY 2pm on 12:16 - Feb 23 with 9080 views | judd |
| Fans meeting this SUNDAY 2pm on 11:43 - Feb 23 by RAFCBLUE |
I believe it is one member one vote for the Trust's poll.
What I'm unclear on, and so seeking guidance is how the result (in my example 55% for and 45% against) of the Trust poll which closes on 5th March 2024 get applied on the night of the EGM on 7th March 2024 for the 131,391 shares in the Company that that Trust can use to vote.
I couldn't see the answer in the Trust Constitution document but knowing me I will have missed something obvious. |
I believe that the Trust has always been guided by a simple majority, so a 50.1% being he majority will dictate the whole vote on a show of hands.
On a poll vote, I am told by the club that there can be no split of shares pro rata with member wishes, ie c.131,000 votes (or however the poll is actually calculated) will be one number cast in favour of the majority of member voting, and not split 55:45 as per your example.
I will seek independent advice on this on behalf of shareholders, as we have done on other issues. | |
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| Fans meeting this SUNDAY 2pm on 12:17 - Feb 23 with 9074 views | RAFCBLUE |
| Fans meeting this SUNDAY 2pm on 12:08 - Feb 23 by wozzrafc |
I mean in the night of the EGM the trust only have a single vote. Or is that not the case in this EGM? |
Not sure; that's essentially my clarification question.
If 55% vote for and 45% vote against, do all of the Trust's shares go to supporting the poll vote or is it split proportionately?
If it's all or nothing (then members just need to be aware of that before they cast their vote since in my example 45% against means no actual votes against in the EGM and all of the Trust's shares will vote for. | |
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| Fans meeting this SUNDAY 2pm on 12:27 - Feb 23 with 9008 views | RAFCBLUE |
| Fans meeting this SUNDAY 2pm on 12:16 - Feb 23 by judd |
I believe that the Trust has always been guided by a simple majority, so a 50.1% being he majority will dictate the whole vote on a show of hands.
On a poll vote, I am told by the club that there can be no split of shares pro rata with member wishes, ie c.131,000 votes (or however the poll is actually calculated) will be one number cast in favour of the majority of member voting, and not split 55:45 as per your example.
I will seek independent advice on this on behalf of shareholders, as we have done on other issues. |
Thank you judd. That is helpful to know.
If it is that case then if the Trust poll votes yes then all 131,391 shares will vote yes and vice versa.
The nuance is in the Companies Act since it takes 75% to pass the resolution but (I think) reading the Trust constitution it is 50%+1 vote to win. That's where the legal conflict comes.
if the Trust poll has 75%+ yes votes then it is not an issue, but you can see how if it was say 55% that's not enough to support the Companies Act motions yet in a binary outcome 100% of the Trust shares will vote yes. | |
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| Fans meeting this SUNDAY 2pm on 12:31 - Feb 23 with 8976 views | 442Dale |
Thanks once more to those involved in arranging this for supporters.
It’s another vital day in the club’s history, please attend if you can. |  |
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| Fans meeting this SUNDAY 2pm on 12:40 - Feb 23 with 8922 views | judd |
| Fans meeting this SUNDAY 2pm on 12:27 - Feb 23 by RAFCBLUE |
Thank you judd. That is helpful to know.
If it is that case then if the Trust poll votes yes then all 131,391 shares will vote yes and vice versa.
The nuance is in the Companies Act since it takes 75% to pass the resolution but (I think) reading the Trust constitution it is 50%+1 vote to win. That's where the legal conflict comes.
if the Trust poll has 75%+ yes votes then it is not an issue, but you can see how if it was say 55% that's not enough to support the Companies Act motions yet in a binary outcome 100% of the Trust shares will vote yes. |
It was something identified as a potential area of conflict at the beginning of the week.
One of our members has amazingly typed up the original articles, effectively translating hieroglyphics into modern day font. I have yet to read them, but it is an amazing and incredibly painstaking thing to do. | |
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| Fans meeting this SUNDAY 2pm on 13:18 - Feb 23 with 8763 views | wozzrafc |
| Fans meeting this SUNDAY 2pm on 12:31 - Feb 23 by 442Dale |
Thanks once more to those involved in arranging this for supporters.
It’s another vital day in the club’s history, please attend if you can. |
I would second this.
Regardless of your views on how we should move forward, for or against the EGM we need to come forward and rationality discuss our options.
As can be seen from the Statement last night the trust is our BEST method of getting answers from the club and getting as much of the facts as possible.
It would be criminal for the BoD to pass this motion and send the club down the river by selling to a shyster, but it would be equally as bad making a decision to scupper any deal and potentially rejecting what could be a credible investor and some long term security in the club.
We need to stay calm and talk through the details of each of the resolutions and try and find a way though. The Trust probably are the only vehicle we have to do that now, hell its what it was designed for.
Whatever way the EGM goes on the 7th we need to get some form of idea of a plan. We have 13 days to come together and decide the future of our club, if at all it has one. | | | |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 14:00 - Feb 23 with 8559 views | D_Alien |
Will the Ratcliffe bar be open? | |
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 14:05 - Feb 23 with 8524 views | judd |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 14:00 - Feb 23 by D_Alien |
Will the Ratcliffe bar be open? |
No | |
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 14:11 - Feb 23 with 8502 views | D_Alien |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 14:05 - Feb 23 by judd |
No |
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| Fans meeting this SUNDAY 2pm on 14:41 - Feb 23 with 8363 views | DorkingDale |
| Fans meeting this SUNDAY 2pm on 12:06 - Feb 23 by judd |
No |
I would've thought it would be in the interests of the club to arrange for the bar to be open.....every penny helps.  | | | |
| Fans meeting this SUNDAY 2pm on 14:53 - Feb 23 with 8284 views | D_Alien |
| Fans meeting this SUNDAY 2pm on 14:41 - Feb 23 by DorkingDale |
I would've thought it would be in the interests of the club to arrange for the bar to be open.....every penny helps. |
Happy Hour... | |
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| Fans meeting this SUNDAY 2pm on 15:18 - Feb 23 with 8131 views | fermin |
| Fans meeting this SUNDAY 2pm on 12:16 - Feb 23 by judd |
I believe that the Trust has always been guided by a simple majority, so a 50.1% being he majority will dictate the whole vote on a show of hands.
On a poll vote, I am told by the club that there can be no split of shares pro rata with member wishes, ie c.131,000 votes (or however the poll is actually calculated) will be one number cast in favour of the majority of member voting, and not split 55:45 as per your example.
I will seek independent advice on this on behalf of shareholders, as we have done on other issues. |
I seem to remember at the June 2021 EGM that the Trust's shares were split according to the ratio of members voting for and against. Col was asked if he could do this by a trust member in the room and he agreed. Perhaps there has been further advice since then or it was not the same sort of vote.
Is the EGM going to be based on 75% of people in the room or acting as proxies or will the shareholding each person holds count. They added up the shareholdings in June 2021. Is it different this time?
On a separate matter, if it can be streamed will it also be recorded? |  | | |
| Fans meeting this SUNDAY 2pm on 16:22 - Feb 23 with 7929 views | wozzrafc |
| Fans meeting this SUNDAY 2pm on 12:27 - Feb 23 by RAFCBLUE |
Thank you judd. That is helpful to know.
If it is that case then if the Trust poll votes yes then all 131,391 shares will vote yes and vice versa.
The nuance is in the Companies Act since it takes 75% to pass the resolution but (I think) reading the Trust constitution it is 50%+1 vote to win. That's where the legal conflict comes.
if the Trust poll has 75%+ yes votes then it is not an issue, but you can see how if it was say 55% that's not enough to support the Companies Act motions yet in a binary outcome 100% of the Trust shares will vote yes. |
Just trying to get my head around this the clubs vote for the EGM will require 75% to pass as it’s an extraordinary general meeting. But not sure if that’s 75% of the votes or 75% of the actual shares.
The trusts vote on how to vote surely is separate. It has not been called by the trust as a part of their own EGM, it’s just a poll of its members to determine how it should vote.
Would the trusts vote come under the ruling of companies act with regards to the clubs EGM. I’m not sure it would? | | | |
| Fans meeting this SUNDAY 2pm on 17:03 - Feb 23 with 7779 views | Dale69er |
| Fans meeting this SUNDAY 2pm on 15:18 - Feb 23 by fermin |
I seem to remember at the June 2021 EGM that the Trust's shares were split according to the ratio of members voting for and against. Col was asked if he could do this by a trust member in the room and he agreed. Perhaps there has been further advice since then or it was not the same sort of vote.
Is the EGM going to be based on 75% of people in the room or acting as proxies or will the shareholding each person holds count. They added up the shareholdings in June 2021. Is it different this time?
On a separate matter, if it can be streamed will it also be recorded? |
Would imagine it'll be based on shareholding, otherwise SG will get nowt passed. |  | | |
| Fans meeting this SUNDAY 2pm on 17:24 - Feb 23 with 7679 views | dholdh |
| Fans meeting this SUNDAY 2pm on 15:18 - Feb 23 by fermin |
I seem to remember at the June 2021 EGM that the Trust's shares were split according to the ratio of members voting for and against. Col was asked if he could do this by a trust member in the room and he agreed. Perhaps there has been further advice since then or it was not the same sort of vote.
Is the EGM going to be based on 75% of people in the room or acting as proxies or will the shareholding each person holds count. They added up the shareholdings in June 2021. Is it different this time?
On a separate matter, if it can be streamed will it also be recorded? |
I think with an EGM it's based on 75% of the vote at the event. But I think in terms of whether the amount of shares held counts it depends on how the vote is done.
If it's a show of hands, then it's simply one vote per hand regardless of how many shares you hold. But I'm sure I read somewhere that shareholders with a large amount of shares can request that it is done by a poll vote instead, if they feel disadvantaged by the show of hands, in which case the amount of voting rights you have based on number of shares comes into the count. | | | |
| Fans meeting this SUNDAY 2pm on 18:06 - Feb 23 with 7537 views | RAFCBLUE |
| Fans meeting this SUNDAY 2pm on 16:22 - Feb 23 by wozzrafc |
Just trying to get my head around this the clubs vote for the EGM will require 75% to pass as it’s an extraordinary general meeting. But not sure if that’s 75% of the votes or 75% of the actual shares.
The trusts vote on how to vote surely is separate. It has not been called by the trust as a part of their own EGM, it’s just a poll of its members to determine how it should vote.
Would the trusts vote come under the ruling of companies act with regards to the clubs EGM. I’m not sure it would? |
In any shareholder vote under the Companies Act it is calculated out of votes cast both in person and by proxy not the theoretical total number of shares.
So it will be 75% of the votes cast.
The Trust will be casting whichever way it goes 131,391 votes either as "one hand" one shareholder or as 131,391 shares if it is a poll vote.
If on the night a particular motion does not get to 75% then it won't pass and things stay as they are
My point on the Trust's poll is that if it goes to a poll vote and the Trust votes "yes" to a motion then 131,391 shares will vote "yes" even if though some trust members will have votes "no" (and vice versa).
You'd imagine that Board will vote yes to all motions given they have proposed them so including the Trust (i.e. Trust plus Board as seven separate shareholders) have nearly 450,000 shares between them.
If they all vote one way then it would need shares totaling 150,000 for a motion not to succeed, notwithstanding other big shareholders might vote for. | |
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