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9 minutes ago, DoofersDad said:

Don, are you in a position to advise why the rules needed to be amended?  I have a vague recollection that you had previously posted that there was a need to update them to comply with changes in legislation  or perhaps they weren't quite compliant with existing legislation?  Thanks. 

I prepared a document back in 2011 which was made available to the members at the time and before they were asked to vote on the implementation at the GM in 2012....attached for those who like a little bedtime reading!!

ST Rules Comparison.pdf

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Liz’s response is direct but does offer much more in terms of ways to work together. 

 I refer to an exchange between Liz and a poster on here (in the other pinned thread), snorbens-caley man on Aug 25th.  Replying regards new members, Liz as Chair said:

‘once the renewal process is completed we will open up again to new members’

I am not a member and would like to be but have been waiting 6 months since that message for the membership to be sorted.  Anyway, what’s done is done.  I would like to become a member of CJT and be part of that 20 or more in attendance - at an EGM - can I?  I’m still adhering to the principle for existing membership to be sorted. Also, I posted on here quite firmly and would stand for a vote to be on the board if that’s what is needed.  As with others, not my angle or intention but I do agree with Liz about stepping up to the plate.

A bit chicken and egg in a horse and cart however for me in this respect as new membership has been on a hiatus.

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2 hours ago, highlandexile said:

Glover, e-mail the address in the opening post and a membership form will be sent to you.

renewal forms are here : http://caleythistleonline.com/files/category/10-caleyjagstogether/

Liz - happy to put application for new members up as well. just send me the form and we can do so. save on postage. 

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Liz,

I have thought long and hard about replying to your post in open forum and exacerbating the feelings that you express. I’ve balanced that against the absolute requirement to make points public and open to comment from any quarter. I have to take your post to task on several points.

 

“The current board is only in place at present to protect the 10% shareholding.  In my view if the people who are currently listed as board members had not stepped up to resolve all the issues there was a real possibility CJT would fold and the shareholding lost”. 

This is the first time that this point has been made, despite all of the prior posts on the matter and is not the case. The Board is in place to ensure the proper running of The Society for the benefit of the members.  Don Johnstone can make his own points regarding legitimacy (see prior posts) but if the Board of Directors is not properly constituted it is protecting nothing and is in fact endangering the continued existence of CJT if any of the governance bodies decide to investigate and/ or take action.

 

“There has been many appeals for people to step forward to take key roles.  There has been letters issued, e-mails sent and also posts on here to try and get people to come forward”

Please review all of the posts about this but I recognise it is difficult to recruit to unpaid posts. There has been no widespread appeal. Those who could help you have been actively excluded. Members have been effectively dumped. What you have done is attempted to recruit from a friendly part of the membership, which is understandable but look at the other posts. You have only succeeded in alienating people.

 

We have been accused of impropritories however, have been working hand in hand with supporters direct who have confirmed that the board is legitimate”.

No one has accused you of any impropriety. What they have accused you of (and I continue that) is being wrong. The second part of what you have said here is a case in point. I have spoken to and communicated with Andrew Jenkin of Supporters Direct and his reply was “Yes, we have offered support to CJT by giving them the latest model rules and outlining the process to them (as we do for all members) - but the Trust ought to have gone through the correct procedure to get these approved by the members and voted through at an AGM before submitting these to the FCA. I'm not sure what has been done in respect of this.”  I need not point out it’s directly contradicting your points above. You know that you have submitted these rule changes to the FCA without consulting the membership and you have been warned against that on several occasions and refused to respond. You don’t appear to realise the implications of this. They are: section 398 of the Financial Services & Markets Act 2000 (Misleading the FCA or PRA: residual cases) makes it an offence for a firm knowingly or recklessly to provide the FCA with information which is false or misleading in a material particular in purported compliance with the FCA's rules or any other requirement imposed by or under the Act. An offence by a body corporate, partnership or unincorporated association may be attributed to an officer or certain other persons (section 400 of the Act (Offences by bodies corporate etc.)) I don’t know who you are getting guidance from but I would ask you to recheck it for your own sake.

 

“An EGM can easily be called and the current board totally replaced if thats what is required, however, im not wasting my time organising that if only 20 people turn up and nobody is prepared to take on the roles that are required”.

Liz, this shouldn’t have been said. You are Chair of a Society registered under the Co-operative and Community Benefit Societies Act 2014 and as such you and your Board of Directors exist to represent your membership. If they require you to organise an AGM or special general meeting you must do it, no matter how irritating you find that. Just don’t express it in an open forum, again for your own sake.

 

“The roles that are currently needed to be filled with people who have the time on their hands to deal with everything are:

Chairperson, Vice Chairperson, Treasurer, Secretary, Membership secretary. On top of these roles, general board members are also required. Ahead of the last AGM which unfortunately I could not attend, there were requests for new board members to stand, we got nobody.

So all those people who are quick to shoot me and the other office bearers, please feel free to step, e-mail you intention to stand for board membership and we can put the wheels in motion to get CJT back on track

I’ll deal with this in its entirety. I know the workload required Liz, it’s not easy. I’m sure that your current Board are behind you but I don’t know if I would want to be described as someone “with time on their hands” There are reasons for there being no answers to requests for new board members prior to the AGM because that call was limited to the process I refer to in paragraph 3. Your Board has engaged in a process of refusal to engage with “certain people” (myself included) or give them information that they are entitled to (not granted by favour) as members on the grounds that you believe them to be simply “causing trouble”. It was Kath Fraser who expressed this and it is directly in opposition to the objects of The Society. With the greatest of respect, none of my posts contain any personalised invective and that’s why I have consistently called for the demission of the entire Board, not any one individual.

 

Neither me, nor anyone that I have spoken to on this matter has been quick to shoot you or anyone else. We have put up with months of silence, indecision, backbiting and wrong headedness. Your board has consistently aligned to a position that appears muddled or wrong. Anything that I have said here is backed up by fact and is attributable and that’s the sole reason that I decided to post this publically.  Please organise a Special General Meeting at your convenience. We now have sufficient support to mandate this but it would be better for everyone if you instigated it as Chairperson.

 

My apologies for the length of this post.

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2 hours ago, davie said:

 

“An EGM can easily be called and the current board totally replaced if thats what is required, however, im not wasting my time organising that if only 20 people turn up and nobody is prepared to take on the roles that are required”.

 

Liz, this shouldn’t have been said. You are Chair of a Society registered under the Co-operative and Community Benefit Societies Act 2014 and as such you and your Board of Directors exist to represent your membership. If they require you to organise an AGM or special general meeting you must do it, no matter how irritating you find that. Just don’t express it in an open forum, again for your own sake.

 

 

This is complete nonsense. As Davie says, the holding of a General Meeting isn't something that can be rejected by a self-appointed body, arguably motivated by self interest/preservation, simply based on convenient speculation that enough people MIGHT not turn up.

It's a constitutional necessity for goodness sake and, according to Davie's post, apparently a legal one as well!

What is being suggested is, incredibly, that a self-appointed body should be allowed to continue to operate by way of deliberately withholding the members' right to elect a constitutional one.

 

What decides the validity of a General Meeting is whether a quorum turns up, not claims from the members of a self-appointed body that this potential challenge to their current status is a waste of time. If, at such a meeting, it did emerge that "nobody" was "prepared to take on the roles required", then if the 10% voting power was the absolute priority that has been stated, there are ways and means of preserving it. My first thought would be pre-specified agenda item for a constitutional amendment to allow trusteeship of the 10% vote to be invested in a small group appointed by the meeting.

 

My interest in this CJT issue was sparked several months ago by the ongoing lapse in CJT's important activities as a supporters' organisation. Unfortunately subsequent events - or lack of them - have caused my previously neutral viewpoint to evolve into something rather different. I now find myself completely dismayed at what looks like an ongoing strategy of silence and of the exclusion of the membership, alongside ambiguous and misleading statements apparently aimed at keeping a self-appointed board of directors in control of such affairs as still exist.

 

That sort of approach, I would prefer to leave to Putin.

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I am actually saddened by the incompetence of these recent CJT attempts at communications.

Awful, just rank awful standards.

Talk about operating in ever decreasing circles!!

These are the very same people on the board, pretty much. They have just jiggled about a bit, so to speak.

Dear oh dear, the collective arrogance and contempt they must have for supporters and values are starkly obvious. 

It is embarrassing for the Club and for it's proud supporters and just about everything connected to ICT to have a Supporters group run in such an odious and in a fashion akin to a insular clique.

Perhaps people are unwilling to offer their services as anyone who seems to do so and makes it known are seemingly viewed by the board as an usurper, a malcontent or as an integral threat to their own coveted position.

I beggars belief how they can make such a farcical hash of even such run of the mill communications and administration matters.

For goodness sake, how do they fair when having to deal with more complex and challenging affairs of CJT. 

They obviously just don't cope, can't cope, fingers in the ears and la la la la la la, "we are the only people that can be on the board" type of complex.

Another thing, ( a bit Colombo there ), didn't some of these board members leave, step down at AGM. I am pretty sure they did.....odd, very odd.

 

 

 

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3 hours ago, davie said:

Liz,

 

I have thought long and hard about replying to your post in open forum and exacerbating the feelings that you express. I’ve balanced that against the absolute requirement to make points public and open to comment from any quarter. I have to take your post to task on several points.

 

 

 

“The current board is only in place at present to protect the 10% shareholding.  In my view if the people who are currently listed as board members had not stepped up to resolve all the issues there was a real possibility CJT would fold and the shareholding lost”. 

 

This is the first time that this point has been made, despite all of the prior posts on the matter and is not the case. The Board is in place to ensure the proper running of The Society for the benefit of the members.  Don Johnstone can make his own points regarding legitimacy (see prior posts) but if the Board of Directors is not properly constituted it is protecting nothing and is in fact endangering the continued existence of CJT if any of the governance bodies decide to investigate and/ or take action.

 

 

 

“There has been many appeals for people to step forward to take key roles.  There has been letters issued, e-mails sent and also posts on here to try and get people to come forward”

 

Please review all of the posts about this but I recognise it is difficult to recruit to unpaid posts. There has been no widespread appeal. Those who could help you have been actively excluded. Members have been effectively dumped. What you have done is attempted to recruit from a friendly part of the membership, which is understandable but look at the other posts. You have only succeeded in alienating people.

 

 

 

We have been accused of impropritories however, have been working hand in hand with supporters direct who have confirmed that the board is legitimate”.

 

No one has accused you of any impropriety. What they have accused you of (and I continue that) is being wrong. The second part of what you have said here is a case in point. I have spoken to and communicated with Andrew Jenkin of Supporters Direct and his reply was “Yes, we have offered support to CJT by giving them the latest model rules and outlining the process to them (as we do for all members) - but the Trust ought to have gone through the correct procedure to get these approved by the members and voted through at an AGM before submitting these to the FCA. I'm not sure what has been done in respect of this.”  I need not point out it’s directly contradicting your points above. You know that you have submitted these rule changes to the FCA without consulting the membership and you have been warned against that on several occasions and refused to respond. You don’t appear to realise the implications of this. They are: section 398 of the Financial Services & Markets Act 2000 (Misleading the FCA or PRA: residual cases) makes it an offence for a firm knowingly or recklessly to provide the FCA with information which is false or misleading in a material particular in purported compliance with the FCA's rules or any other requirement imposed by or under the Act. An offence by a body corporate, partnership or unincorporated association may be attributed to an officer or certain other persons (section 400 of the Act (Offences by bodies corporate etc.)) I don’t know who you are getting guidance from but I would ask you to recheck it for your own sake.

 

 

 

“An EGM can easily be called and the current board totally replaced if thats what is required, however, im not wasting my time organising that if only 20 people turn up and nobody is prepared to take on the roles that are required”.

 

Liz, this shouldn’t have been said. You are Chair of a Society registered under the Co-operative and Community Benefit Societies Act 2014 and as such you and your Board of Directors exist to represent your membership. If they require you to organise an AGM or special general meeting you must do it, no matter how irritating you find that. Just don’t express it in an open forum, again for your own sake.

 

 

 

“The roles that are currently needed to be filled with people who have the time on their hands to deal with everything are:

 

Chairperson, Vice Chairperson, Treasurer, Secretary, Membership secretary. On top of these roles, general board members are also required. Ahead of the last AGM which unfortunately I could not attend, there were requests for new board members to stand, we got nobody.

 

So all those people who are quick to shoot me and the other office bearers, please feel free to step, e-mail you intention to stand for board membership and we can put the wheels in motion to get CJT back on track

 

I’ll deal with this in its entirety. I know the workload required Liz, it’s not easy. I’m sure that your current Board are behind you but I don’t know if I would want to be described as someone “with time on their hands” There are reasons for there being no answers to requests for new board members prior to the AGM because that call was limited to the process I refer to in paragraph 3. Your Board has engaged in a process of refusal to engage with “certain people” (myself included) or give them information that they are entitled to (not granted by favour) as members on the grounds that you believe them to be simply “causing trouble”. It was Kath Fraser who expressed this and it is directly in opposition to the objects of The Society. With the greatest of respect, none of my posts contain any personalised invective and that’s why I have consistently called for the demission of the entire Board, not any one individual.

 

 

 

Neither me, nor anyone that I have spoken to on this matter has been quick to shoot you or anyone else. We have put up with months of silence, indecision, backbiting and wrong headedness. Your board has consistently aligned to a position that appears muddled or wrong. Anything that I have said here is backed up by fact and is attributable and that’s the sole reason that I decided to post this publically.  Please organise a Special General Meeting at your convenience. We now have sufficient support to mandate this but it would be better for everyone if you instigated it as Chairperson.

 

 

 

My apologies for the length of this post.

 

Surely, after the effort pit into this excellent and very measured post, it deserves a comprehensive response. The ostrich approach will no longer suffice.

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Thanks to CaleyD for yesterday posting links to both the new Rules and the old Rules.  They make for interesting reading and I would recommend anyone who wishes to participate meaningfully in this constitutional debate to have a read of them.

Whatever the situation was before the current Board of CJT took over, it has recently got a whole lot worse.  We have several people who have expressed concern about the unconstitutional way in which some matters have been dealt with by the Board and therefore it is important that the Board's Rules  are seen to be followed by all parties going forward.  But what Rules, if any, are now legally valid?  The old Rules state that amendments to the rules must be submitted as an "extraordinary resolution" at a general meeting of the Society and that they need to be approved by a majority of 75% of the votes cast.  The new Rules have been submitted to, and now registered by, the Financial Conduct Authority (FCA).  In submitting  them, the Secretary signed a Statutory Declaration stating that the amendment has been made in the manner provided in the rules. Given that these new Rules were not presented to a general meeting and were not approved by the members, the seriousness of the action, which Davie alludes to above,  cannot be underestimated.  

But whilst there is clearly a serious legal liability issue for the Board, there is also a serious practical problem for the Society as a whole.  The Rules are deemed to be in force when registered with the FCA.  The new Rules have been registered but were not approved by the membership as the old Rules require.  And the old Rules are no longer those registered with the FCA.  So which, are the legally valid rules ?  Or are neither of them now legally valid?  I would suggest the Board seeks urgent legal advice on this and takes the appropriate steps to rectify the situation.  In the meantime, I would assume the old Rules should apply both because the new Rules have not been approved by the membership and because they were submitted to the registration body with an untrue statement.

On the plus side, there do not appear to be too many differences between the old and the new Rules and therefore using the old Rules until the new Rules have been appropriately registered should not lead to major problems.

There is clearly a need for a Special General Meeting (SGM) for a number of reasons.  (Note the term in the rules is "special" and not "extraordinary").  But it is important to note that under the Rules (old and new!") "no business other than that stated in the notice of the meeting shall be conducted at the meeting."  The meeting will not allow members to raise issues from the floor.  So whilst there is an urgency for a meeting for other reasons, it is also important that the agenda of the meeting is carefully thought through and that as a priority, it deals with the Rules issue.  I would respectfully suggest that in the notice of the meeting the Board provides the members with copies of the old and new rules together with a document which details the changes and the reasons for them.  Provided that nobody identifies any serious problems with the amendments then there should be no reason why the new rules cannot be approved by the required 75% of votes cast.   

Sorry for the length of this but it seems to me that having an assurance that our Rules are constitutionally and legally valid is a basic precursor of moving forward.  All other actions require to be carried out within the Rules and we cannot have their legitimacy undermined because the Rules used were not valid.

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actually DD, the rule change ditching the ability of the membership to demand a performance audit of the business conducted on their behalf is a fundamental and major change. it needs challenging. 

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Just a point of clarity for DoofersDad.  The two sets of rules I posted were those registered and those which SHOULD have been registered as they were approved by a General Meeting in 2012.  I have attached the original rules which were the previously registered set in force until the 8th January 2018 (and would likely be considered, legally, to still be in force).

Original_Rules.pdf

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It strikes me that the whole thing has been allowed to get into such an irretrievable mess that the only way forward is to start again from scratch and reconstitute the society. Nobody seems even to know who the membership are nor which set of rules the thing is operating under. Indeed as I have been writing, Caley D has posted suggesting that some change with respect to the rules took place on January 8th of this year. How could this be the case if the Society hasn't, as I understand it, held a General Meeting since 2015? Meanwhile a group of six calling itself "The Board" seems in the interim to have appointed itself and, having only reluctantly revealed who the individuals are, appears to be avoiding situations where its status could be challenged such as a General Meeting, which is long, long overdue.

Look, folks, this has all the signs of an irredeemable shambles, the upshot of which is that the football club continues to have a completely dysfunctional supporters' organisation at a time when it never had greater need of an active one.

Meanwhile the very title "Caley Jags Together" simply acquires a more and more ironic reek! Any sense of togetherness is long gone.

The best way forward might be for a completely new body to be formed with a properly constituted board elected by a properly identified membership and operating under properly defined rules... and with a completely fresh title. Then a General Meeting of CJT needs to be called with two items of business on the agenda. 1) To invest all CJT's rights and assets in the newly constituted body and 2) To wind up CJT.

Before you dismiss this as fanciful, please remember that this is, in effect, how this football club came into being in 1994.

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I strongly suspect, Charles, that the 10% voting right granted to the Society is non- transferable to any other entity.

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7 minutes ago, Yngwie said:

I strongly suspect, Charles, that the 10% voting right granted to the Society is non- transferable to any other entity.

I've heard that suggested before but if so, how did the relatively recent creation of CJT get a hold of it? And even if that was the case, there must be something the club cab do to ensure that a supporters' group has a 10% voting right.

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Caley Jags Together is simply the operating name for ICT Supporters Society Ltd.  It is the same organisation that it has always been.

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28 minutes ago, davie said:

actually DD, the rule change ditching the ability of the membership to demand a performance audit of the business conducted on their behalf is a fundamental and major change. it needs challenging. 

 Thanks Davie.  Yes.  That is a rather important omission  as a performance audit would be a very practical  way of identifying issues which need to be addressed.   I was going to suggest in another post that the need to carry out a performance audit should perhaps be a topic for a resolution for a special general meeting.

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39 minutes ago, CaleyD said:

Just a point of clarity for DoofersDad.  The two sets of rules I posted were those registered and those which SHOULD have been registered as they were approved by a General Meeting in 2012.  I have attached the original rules which were the previously registered set in force until the 8th January 2018 (and would likely be considered, legally, to still be in force).

Original_Rules.pdf

Ah. Thanks.  I had wrongly assumed that the earlier version of the Rules you posted yesterday was the one currently in force.  I hadn't realised they had been approved in 2002 but never submitted.  I guess I've now got a bit more reading to do, although I think the general gist of my lengthy post still holds largely true in the sense of the actions required.

I also note that the version submitted for registration in October of last year also seems to have omitted the section allowing for postal ballots on significant issues.

 

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1 hour ago, CaleyD said:

Caley Jags Together is simply the operating name for ICT Supporters Society Ltd.  It is the same organisation that it has always been.

OK... so the mystery and the astonishment deepen. I now come to realise that this is a LIMITED COMPANY that has failed to hold a General Meeting of its members for a considerable time and is being run by a self-appointed board who have been reluctant even to identify themselves and say they don't want to call a General Meeting because they are speculating that not enough people might turn up.

Has any legal advice been taken about how well this scenario conforms with Company Law and what the possible implications may be? This actually sounds very serious indeed.

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Getting things back on track....

Regardless of who is on the board going forward, an EGM is required to properly elect that board, sort out the rules issue and ensure the organisation is legal and compliant.  If those currently claiming entitlement to be on the board believe they are the right people to do that, then they can stand for election along with anyone else who steps forward.

Denying the members that right whilst continuing to defiantly operate in abeyance is not only damaging the society, it's damaging individual reputations.

An EGM is going to happen, that cannot be prevented.  Better for the society though that they call it and it happens in a timely fashion, than cause further delay and damage to the society (and themselves) by dragging it out.

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Just now, MorayJaggie said:

Can the membership call the egm?

Yes, and Davie Balfour is taking care of that option should it be needed.

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First time I’ve logged in for ages due to my disillusionment with Scottish football but it sadly seems little has changed

Think most folk know my general feelings on caleyjagsforever so I won’t go over old ground but it’s vitally important that a club like ours has a fans movement with a say at board level

At the very least I think a name change is required especially if there is to be new blood on the fans board all credibility appears to have been nullified under the previous regime

One thing I do find curious is however why someone who has spent most of his football watching life being a season ticket holder at  Tannadice would even put himself in such a position to lead a fans group of another club why?

I find it astonishing that the lack of Invernessian input there is in ICT but I suppose that’s society now or it is in this neck of the woods 

This is the time for ordinary Inverness punters which certainly appear to be a dying breed to step forward to get involved and you challenge what’s already in place 

Dougal

 

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I agree with Dougal.  Caley Jags Together is an absolutely awful name.

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On 3/2/2018 at 5:29 PM, CaleyD said:

Caley Jags Together is simply the operating name for ICT Supporters Society Ltd.  It is the same organisation that it has always been.

 

1 hour ago, Renegade said:

I agree with Dougal.  Caley Jags Together is an absolutely awful name.

Dont think it would be much of an issue to change that if the membership wanted to do so .... a few more important matters to sort out first though !

 

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I am removing all off-topic posts from this thread after requests for this to be done. Its a serious topic and while I understand some are trying to lighten the thread, its counter-productive. The removed posts are not deleted, just hidden for now and may be split off to general nonsense if anyone wants to continue with them. 

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