Over 12 or under 4 directors

[Michael Ashton]

About 2014 it was decided that the Club Articles of Assocation (Rules) were way out of day and so four of us were given a massive job of bringing them up to date.  After a number of meeting with the Board and endless amendments the new Articles were accepted and put through the Club solicitor. An EGM was called and was open to all Debenture Holders. Anybody attending the meeting could take a copy of the Articles.

It was considered that the problem regarding the appointment of the Board could occur and so that section was completely rewritten. An exact copy  of paragraph 29-33.

29. The maximum numbers of Directors shall be twelve, and the minimum number shall

be four. If the number of Directors falls below four, the Directors must call an EGM

as soon as reasonably practicable for the purpose of electing additional Directors.

30. A maximum of nine Directors shall be elected by the Members and a maximum of

three Directors shall be appointed pursuant to Article 33 by the Season Ticket

Holders. Where there are less than twelve Directors, the number of Directors

appointed by the Season Ticket Holders shall never exceed 25% of the total number

of Directors.

31. If Debentures of the Company of the nominal value of at least One Thousand Pounds

are outstanding and unredeemed, the qualification of every Director shall be the

holding of at least Twenty Pounds. The Directors appointed by the Season Ticket

Holders are not included in such qualification.

32. No remuneration shall be paid to any Director, but Directors shall be entitled to

reimbursement of reasonable expenses incurred in connection with the discharge of

their duties. Such expenses shall be paid at such rates and at such times as shall be

determined by the Directors. Items of expenditure which are small and non-routine in

nature will not normally be reimbursed.

APPOINTMENT OF DIRECTORS BY SEASON TICKET

33. A Meeting of Season Ticket Holders shall be held once in each year for the purpose

of appointing up to three Directors of the Company as determined by Article 30. The

 

Meeting shall be held at such place, and at such date and hour as the Directors may

appoint provided that such Meeting shall be held within the four weeks immediately

after the Meeting of the Members subject to the following:-

a. If at any such Meeting the Chairman of the Board of Directors is not present

within fifteen minutes after the time appointed for the holding of the Meeting,

or if being present he shall refuse or neglect to take the Chair, the Members

present shall choose some Director if one be present, or if not then one out

of their own number to be Chairman.

b. Each Season Ticket Holder present in person shall have one vote.

c. Voting at a Season Ticket holders meeting shall be by ballot and the ballot

shall be in such form as the Directors shall from time to time determine.

Articles adopted by EGM 24th September 2014

and filed at Companies House 10th October 2014

Season Ticket Holders who are not present when a ballot is taken at a

Season Ticket Holders meeting shall be entitled to appoint a proxy and must

use such instrument of appointment as set out in Article 26 or otherwise as

the Directors from time to time determine.

Hopefully this makes sense and I have got my facts right. If anybody has any sensible questions to ask I shall try and answer them

 

 

[TMF]

Great info Michael. As a legal and company document it seems quite straight forward. Can I ask a sensible question? What exactly is a debenture holder?

[750VFR]

Debentures are like shares but they're not traded. You buy a share of the business but it can be assumed as a donation, you can't get your money back, but it does not confer liability. 

I was so enthused after the last EGM I sent a cheque off for more debentures. 

I never got the certificate even though the cheque was cashed, there was always a problem in getting a Director to sign it off. 

I asked David Sharpe at a game, he was surprised and was going to look in to it.

Still waiting. 

At the EGM no evidence of Debentures or STs was asked for. 

Just Giving takes a cut, debentures gives the business 100p in the £1.

Are the current Directors really professionals? 

How could they have taken on their roles in ignorance? 

Who set the cash flow forecast? 

All the Directors should've monitored it

The stadium is named after an Accountancy firm, are they not advising? 

I think the team and spectators have been let down. 

 

[Michael Ashton]

 Barrow Rugby League Football Club Ltd  is a private company limited by guarantee and consequently does not have share capital. Each of the members is a Debenture Holder and holds one or more debentures and pays £1 for each debenture. Our debentures do not carry any annual interest payments but are entitled to vote at club AGMs or EGMs. A debenture holder receives 1 vote for each debenture held.. The most any person is allowed to acquire is 25,000 debentures  At the 2016 year end the debentures issued over many years was 229,713. From time to time the directors open the debenture .account and make a new issue of dentures to raise money. The debentures issued remain on the Balance Sheet and remain as creditors of the company. If the company is wound up, all assets sold and ordinary creditors paid off then debenture holders receive some return of there original investment.

 

[lifer]

4 hours ago, Michael Ashton said:

About 2014 it was decided that the Club Articles of Assocation (Rules) were way out of day and so four of us were given a massive job of bringing them up to date.  After a number of meeting with the Board and endless amendments the new Articles were accepted and put through the Club solicitor. An EGM was called and was open to all Debenture Holders. Anybody attending the meeting could take a copy of the Articles.

It was considered that the problem regarding the appointment of the Board could occur and so that section was completely rewritten. An exact copy  of paragraph 29-33.

29. The maximum numbers of Directors shall be twelve, and the minimum number shall

 

be four. If the number of Directors falls below four, the Directors must call an EGM

 

as soon as reasonably practicable for the purpose of electing additional Directors.

30. A maximum of nine Directors shall be elected by the Members and a maximum of

 

three Directors shall be appointed pursuant to Article 33 by the Season Ticket

 

Holders. Where there are less than twelve Directors, the number of Directors

 

appointed by the Season Ticket Holders shall never exceed 25% of the total number

 

of Directors.

31. If Debentures of the Company of the nominal value of at least One Thousand Pounds

 

are outstanding and unredeemed, the qualification of every Director shall be the

 

holding of at least Twenty Pounds. The Directors appointed by the Season Ticket

 

Holders are not included in such qualification.

 

32. No remuneration shall be paid to any Director, but Directors shall be entitled to

 

reimbursement of reasonable expenses incurred in connection with the discharge of

 

their duties. Such expenses shall be paid at such rates and at such times as shall be

 

determined by the Directors. Items of expenditure which are small and non-routine in

 

nature will not normally be reimbursed.

APPOINTMENT OF DIRECTORS BY SEASON TICKET

 

33. A Meeting of Season Ticket Holders shall be held once in each year for the purpose

 

of appointing up to three Directors of the Company as determined by Article 30. The

 

 

Meeting shall be held at such place, and at such date and hour as the Directors may

 

appoint provided that such Meeting shall be held within the four weeks immediately

 

after the Meeting of the Members subject to the following:-

 

a. If at any such Meeting the Chairman of the Board of Directors is not present

 

within fifteen minutes after the time appointed for the holding of the Meeting,

 

or if being present he shall refuse or neglect to take the Chair, the Members

 

present shall choose some Director if one be present, or if not then one out

 

of their own number to be Chairman.

 

b. Each Season Ticket Holder present in person shall have one vote.

 

c. Voting at a Season Ticket holders meeting shall be by ballot and the ballot

 

shall be in such form as the Directors shall from time to time determine.

 

Articles adopted by EGM 24th September 2014

 

and filed at Companies House 10th October 2014

 

Season Ticket Holders who are not present when a ballot is taken at a

 

Season Ticket Holders meeting shall be entitled to appoint a proxy and must

 

use such instrument of appointment as set out in Article 26 or otherwise as

 

the Directors from time to time determine.

Hopefully this makes sense and I have got my facts right. If anybody has any sensible questions to ask I shall try and answer them

 

 

 

 

there is still 4 directors at the moment, i suggest we all wait and see what happens when the dust settles a bit, a new chairperson will be announced in due course no doubt.

[Michael Ashton]

Sorry David I saw your message after I had put mine on the forum.

Why not see Karen about the debenture certificate

[The Vet]

Who are the 4 directors left? Steve Neale joined recently, Peter Hornby? Was it in the evening mail saying John Coward has stepped down? I’m sure I read it somewhere. Is Murph on the board or commercial side? I’m only wondering as it’s a small BOD as it stands

[lifer]

Steve Neale, Pete Murphy, Peter Hornby are directors and John Coward is still on the board at this present moment, like i say lets wait for the next announcement to see whats happening.

 

[rooster2003]

9 hours ago, The Vet said:

Who are the 4 directors left? Steve Neale joined recently, Peter Hornby? Was it in the evening mail saying John Coward has stepped down? I’m sure I read it somewhere. Is Murph on the board or commercial side? I’m only wondering as it’s a small BOD as it stands

Murph will be leaving soon, Mayor of Barrow awaits, long live Murph

[Michael Ashton]

I agree,lifer, but I'm pretty certain that when the dust does settle the only directors will be Steve Neale, Peter Hornby and Pete Murphy. This will be one short of the required number.

[lifer]

5 in total now, Mr Coward staying and Mr Fay joining,  things are looking a bit better.

[Michael Ashton]

Good news indeed lifer. If John Coward is staying we will have sufficient directors. Is that Dennis Fay who was head of Dowdales. Steve Neale will be Chairman. Board will be complete with rugby people, I think

[lifer]

Yes Michael it is that Dennis Fay. 

 

[TMF]

1 hour ago, Michael Ashton said:

Good news indeed lifer. If John Coward is staying we will have sufficient directors. Is that Dennis Fay who was head of Dowdales. Steve Neale will be Chairman. Board will be complete with rugby people, I think

Hi Michael, it is good news indeed but I don't think the board is complete. They are rugby people and welcome but a few more would also be welcome. To me it seems we lifted ourselves out of the depths of debt and league 1 to a good position in the Championship with a hand full of people. Imagine what we could do with a full complement of board members.

[Shipbuilder]

Dennis Fay is a great addition to the board

[Michael Ashton]

I agree TMF and there are 7 vacancies but it doesn't always work that extra bodies gets more done. It is essential that every board member is given specific duties and responsibilities. In accordance with the Articles if there are 12 directors 3 should be appointed by the season ticket holders and 9 by debenture holders. I presume that debenture holders attending the EGM will vote for the new board members or it may be that the current board members can co-op the new directors until an election is held at the AGM.

The last AGM was held on 23rd February 2017 and the accounts for 2 years ended 30th November 2016 were discussed.

[TMF]

Well thanks Michael this does get confusing. Are we outside the articles by not having 12 board members who should be elected by season ticket holders and debenture holders? Over the last two seasons we've seen board members go, come back and go again with no recourse to any procedure. Although I will grant that has been of benefit to the club. I'm also assuming that when you say board, they are the directors? The current board can co-op the new directors is your statement, which can cause a bit of confusion as it sounds like we have two different entities. If i'm right, lets just call them directors for clarity.

Thanks also to 750 VFR for clarification. But, his post sounds like a typical scenario of what's been happening at CP these last few years. No transparency, information, etc. To buy debentures and not get the certificates is, I would think, illegal at least. In fact it's fraud and could easily lead to the company being closed down and the directors in court. This is one issue that definitely needs bringing up at the EGM. As well as supporting the club by attending games I/we have given many times to appeals for money for various issues at the club. I think in future I would like to know where my money is going and how it was spent once given. Apologies for the long post but I think it's time for a new broom to sweep clean with regards to transparency and my thanks to the people on the board, who I know, these last couple of seasons have saved the club.

[Michael Ashton]

Good post TMF. I agree the situation regarding appointment of directors  is very confusing. There can be any number between 4 and 12 but 3 should be appointed by season ticket holders and 9 by debenture holders. Directors should retire in rotation and offer themselves for re-election but going into that here will only confuse matters all the more. The problem has been that for years there has never been enough people putting there names forward to join the board of directors. No person should remain in place as a director without being voted on by the debenture holders at the AGM following the time when that person is co-opted as a director.

I'm sorry I have no idea what happens if a debenture holder is not given a debenture certificate. As I see it the important thing is to make sure the purchase of the debentures is recorded in the debentures book. This is looked after and dealt with by the company secretary.

[750VFR]

I've been promised my Debenture certificate at the Toulouse game. 

++++++++++++++++++++++++++++

[TMF]

7 hours ago, Michael Ashton said:

Good post TMF. I agree the situation regarding appointment of directors  is very confusing. There can be any number between 4 and 12 but 3 should be appointed by season ticket holders and 9 by debenture holders. Directors should retire in rotation and offer themselves for re-election but going into that here will only confuse matters all the more. The problem has been that for years there has never been enough people putting there names forward to join the board of directors. No person should remain in place as a director without being voted on by the debenture holders at the AGM following the time when that person is co-opted as a director.

I'm sorry I have no idea what happens if a debenture holder is not given a debenture certificate. As I see it the important thing is to make sure the purchase of the debentures is recorded in the debentures book. This is looked after and dealt with by the company secretary.

Hi Michael, your post has given me at least another 8 questions to ask, lol, but I won't. I just hope it concentrates the thinking of the new board. I don't post to put pressure on people at a difficult time but to maybe show some of the concerns the ordinary fan has at this time. I'll leave it at that and we shall see how things progress and good luck to the new directors. At least i'm encouraged by 750VFR being promised his Debenture Certificates at the Toulouse game, lol. Maybe the new regime are watching. That would be great. One question though, you've been there, done it, got the Raiders Tshirt and been honest enough to tell us how it works behind the scenes, which i think everybody who follows this site would agree with and thank you for. Why are you not on the board?

[Michael Ashton]

Quite relieved at no more questions. My typing finger is getting tired.

Did you mean me for the board or 750VFR.

If me I was on the board as financial officer for near on 4 years. I regret I am too old. If I was 15 years younger I might, I Say might be tempted back. Whilst I was involved it virtually took over my life.

[TMF]

Lol, I meant you, but I get it. Same same for me.