Special General Meeting

[CaleyJagsTogether 106]

Please find attached notice of the forthcoming Special General Meeting which will take place on Wednesday 18th April at 7pm in the ICT Social Club in Greig Street

 

 

Special General Meeting Notice April 2018.doc

Edited April 4 by CaleyJagsTogether

[Charles Bannerman 966]

45 minutes ago, CaleyJagsTogether said:

Please find attached notice of the forthcoming Special General Meeting which will take place on Wednesday 18th April at 7pm in the ICT Social Club in Greig Street

 

 

Special General Meeting Notice April 2018.doc

IF this, plus any other means of announcement, meet Companies House guidelines for the process of publicising General Meetings, notice was issued at around 2330 on 4th April for a meeting on 18th April.

According to this:-

www.shoosmiths.co.uk/client-resources/legal-updates/Clear-days-some-clarity-9061.aspx

... and in particular to this quote from it:- "All notice periods for shareholders' meetings must be notice periods of 'clear' days. This means that the notice period must exclude the day on which notice is sent as well as the day on which the meeting is to be held".... the period of notice given for this meeting appears to be 13 clear days.

Does this fulfil the requirements of Companies House legislation and of the CJT Articles of Association?

Also, does the wording of the notice mean that the debate on Resolution 1 will be followed by a vote on it on the night? And if that vote was to be for the removal of the current Board, what would the procedure and timescale be for the election of a new one in terms of Resolution 2?

[IMMORTAL HOWDEN ENDER 4,100]

There is a Feckin date and Feckin time and a Feckin venue and a Feckin agenda. Get Feckin on with it and don't bother with all the mumbojumbo- I am up in Sneckie on the Friday so I will pop in as I suspect that the meeting will still be Feckin going. I will now leave this thread to the amateur legal eagles. 

[+CaleyD 3,421]

The following has been sent by email to [email protected] at 10:55am on 5th April 2018 and is presented here as an "open letter" in lieu of us having the means to send it directly to ICT Supporters Society members.

FAO the Society Board

We note the Special General Meeting notice placed on caleythistleonline.com and make the following observations on behalf of the 37 members who, on the 22nd March 2018, instructed you to call the Special General Meeting.

Unless you have made other, earlier, attempts to contact all members with notice of the meeting then you have failed to meet the requirements to provide notice "at least 14 clear days before the date of the meeting" - definition of "clear days" can be found at https://legal-dictionary.thefreedictionary.com/clear+days

Unless notices have also been sent to members by one, or more, of the methods laid out in the society's rules, then you have failed to meet the requirements for providing due notice of the meeting.

The notice indicates that 3 members have made the request for the meeting.  This is a misrepresentation of the instruction you received which was from 37 members in total.

As per the letter requesting the SGM, the purpose of the meeting was to be...

1. to vote on the removal of all persons from the Society Board.
2. to hold a fresh election to appoint members to the Society Board in accordance with the society’s rules.

Your addition of the words "to resolve" in the notice issued would suggest that the presentation of the matters as delivered to you is somehow up for discussion prior to them being put before the meeting for a vote. This is not the case and the matters are to be presented as delivered in the members request for the meeting.  You are entitled to seek discussion of these matters before they are presented to the meeting, but you do not have the authority to make any amendment and/or to place any condition on voting for the matters as detailed in the instruction delivered to you on 22nd March 2018.  You lost the right to construct the resolutions for this SGM by refusing to call it of your own accord.

Furthermore, the notice does not include any board nomination forms, details on when nominations need to be received, in what form and what procedures will be used to conduct the election; or the Board Membership Policy document, which details what nominees are agreeing to by standing for the board.  Nor does it include any proxy information and/or forms. All this information should be laid out in the society's Election Policy document which should be used in conjunction with the society's Standing Orders for General Meetings document.

As there is very little time available for you to arrange a new date and to issue the relevant notice and accompanying information, whilst adhering to the timescales of the notice provided on 22nd March 2018, then we would anticipate a speedy reply in resolution to the matters noted above.

Regards,

David Balfour - John Horne - Donald Johnstone
on behalf of the 37 members represented by the notice delivered to you on 22nd March 2018.

[Charles Bannerman 966]

33 minutes ago, CaleyD said:

 

1.  

Your addition of the words "to resolve" in the notice issued would suggest that the presentation of the matters as delivered to you is somehow up for discussion prior to them being put before the meeting for a vote. This is not the case and the matters are to be presented as delivered in the members request for the meeting.  You are entitled to seek discussion of these matters before they are presented to the meeting, but you do not have the authority to make any amendment and/or to place any condition on voting for the matters as detailed in the instruction delivered to you on 22nd March 2018.  You lost the right to construct the resolutions for this SGM by refusing to call it of your own accord.

 

I would have thought that the notice calling the meeting SHOULD have defined the business of the meeting verbatim from the communication requisitioning it.

Caley D's post does seem to suggest that I am by no means the only person questioning practices and procedures relating to the calling and transaction of this meeting.

[highlandexile 58]

To be perfectly honest im currently at a loss as to how to move forward here!  Every which way I turn there is one way or other that im non compliant and getting shot down for it.

1) I only picked up the letter of request from members for the Special General Meeting on Saturday 31st March (I dont go down to the club every day to check post)

2) As soon as  received the board have been in discusion trying to arrange this as we only have 28 day from date of the letter which was 22nd March.

3) We issued the initial notice on social media last night after we confirmed that a suitable place was available and all current board members were available.

4) Our next actions was to comply with the standing orders for election (copy attached) which requires us to have an independant committee to deal with this.  These people would then issue monination papers, proxies etc. 

Maybe its not 100% complient to every rule etc, I hold my hands up to that as it was not physically possible with the limited numebr of board members we have to be able to get the notices etc out within the 14 days given to us. 

So the way forward, miss the 28 day deadline and re-schedule or cary on with that date with the help of members who are not board members?

Anybody who wishes to be in the committee for election please come forward as this is our next stumbling block to compliance!

Regards

 

Liz MacRae

Current Chairperson of CJT

 

2012_election_policy-1.pdf

[+CaleyD 3,421]

I'm typing this on behalf of nobody but myself.

The priority in all this is to get an EGM called in order to ensure that the appointed board is compliant and in a position to deal with everything else and move the society out of the hole it currently finds itself in.  How we arrived at this position is immaterial at this time.

Ignoring the 14 day notice period is not an option.  If you were to crack on with that, then a single objection (which you already have) would render the meeting...and any business transacted at that meeting...unconstitutional.  You can't kick start a period of improved governance with a breach of regulations!!

That leaves two options....

1.  You further ignore the society rules, do nothing and leave it to the members to call and control the EGM.*
2.  You communicate with those who requisitioned the meeting to seek an extension to the 28 days, find a compromise and/or work together to set the date for the EGM.

The second option is what would be best for the society....IMO....as it moves things forward in the most timely and cost efficient manner, whilst adhering to the society rules and company law.

 

* I don't want to expand on this as it may come across as me trying to be intimidating but PLEASE, for your own good, look up the implications of not fulfilling your responsibilities as a director of a ltd company.

[dougal 197]

From Cool Hand Luke

 What we’ve got here is failure to communicate, some men you just can’t reach, so you get what we had last week, which is the way he wants it. Well he gets it .I don’t like it any more than you men

Dougal

 

[Kingsmills 4,262]

After all that has happened, and very often not happened, it beggars belief that the incumbent office bearers have failed in the very simple and straightforward task of providing the minimum legal notice of this meeting. Caley D, is right, to hold this meeting now without the requisite notice is fraught with potential difficulties.

At the start of this sorry affair, the board had my sympathy. Personally speaking, this latest fiasco has lost that sympathy completely. There may be good intentions but, once a properly constituted meeting does take place, the present office bearers should be replaced en masse by people who can run things competently.

I'm sorry but this is the last straw and enough is enough.

[Charles Bannerman 966]

4 hours ago, highlandexile said:

To be perfectly honest im currently at a loss as to how to move forward here!  Every which way I turn there is one way or other that im non compliant and getting shot down for it.

1) I only picked up the letter of request from members for the Special General Meeting on Saturday 31st March (I dont go down to the club every day to check post)

2) As soon as  received the board have been in discusion trying to arrange this as we only have 28 day from date of the letter which was 22nd March.

3) We issued the initial notice on social media last night after we confirmed that a suitable place was available and all current board members were available.

4) Our next actions was to comply with the standing orders for election (copy attached) which requires us to have an independant committee to deal with this.  These people would then issue monination papers, proxies etc. 

Maybe its not 100% complient to every rule etc, I hold my hands up to that as it was not physically possible with the limited numebr of board members we have to be able to get the notices etc out within the 14 days given to us. 

So the way forward, miss the 28 day deadline and re-schedule or cary on with that date with the help of members who are not board members?

Anybody who wishes to be in the committee for election please come forward as this is our next stumbling block to compliance!

Regards

 

Liz MacRae

Current Chairperson of CJT

 

2012_election_policy-1.pdf

I still can't help but get the feeling that this Board - whether it is self- appointed or has simply failed to reveal the manner of its formation - simply doesn't have a clue as to how serious a situation it faces. This isn't the local Allotments Committee. It's the Board of a Limited Company and as such is subject to the provisions of the Companies Act.

What we are now learning is that this Board isn't even capable of organising a meeting within a clearly specified set of rules - and worse still, its excuse for not doing so is that it doesn't have an effective system for receiving communications. I suppose all I can say to that is that, given its non-existent means of giving out communications, this is hardly surprising!

Perhaps the current Board's inability to perform even the basic function of receiving communication should also be noted at the forthcoming meeting, because the sorry tale of the calling of this meeting is as unacceptable as the earlier statement that they weren't going to call one on their own initiative because they (conveniently) didn't think it would do any good.

I've heard some feeble excuses for self-preservation, but I find this ongoing pantomime to be a regular learning experience.

[DoofersDad 3,447]

On 22nd March, Don posted "A letter has been delivered to CJT today (22nd March 2018) instructing the existing board to convene an EGM.  The letter is backed, in name, by 37 society members."  Liz says above "I only picked up the letter of request from members for the Special General Meeting on Saturday 31st March (I dont go down to the club every day to check post)"

Despite having been told via this forum that a letter which requires urgent action had been delivered to the stadium, nobody from the CJT "Board" is apparently able to collect it until 9 days afterwards.  I'm frankly lost for words.

[cif73 375]

The Companies Act only applies to limited companies. 

Unless Caley Jags Together is a limited company, then the rules codified in the Companies Act don't apply.

If it is a society, it should be governed by its society rules and society legislation.

At least the people involved seem to be trying to take things forward now. After all this period of apparent inactivity, if we're going to be pompous/critical about their strict adherence to rules, then let's at least know ourselves which set of rules are to be followed.

[snorbens_caleyman 186]

There is a registered - and very inactive - company called "Inverness Caledonian Thistle Supporters Society Limited".  Company number SP2665RS.

Just to confuse things, it is described as an "Industrial and provident society".

So I'm not even going to guess which rules apply.

I seem to renember someone saying that "Caley Jags Together" is an informal operating name or brand name for this Society.

[davie 1,097]

16 minutes ago, snorbens_caleyman said:

There is a registered - and very inactive - company called "Inverness Caledonian Thistle Supporters Society Limited".  Company number SP2665RS.

Just to confuse things, it is described as an "Industrial and provident society".

So I'm not even going to guess which rules apply.

I seem to renember someone saying that "Caley Jags Together" is an informal operating name or brand name for this Society.

Caley Jags Together is the adopted name of the "Inverness Caledonian Thistle Supporters Society Limited" and it is a limited Company governed by the rules and regulations set out in The Co-operative and Community Benefit Societies Act 2014. You can find the Legislation here: https://www.legislation.gov.uk/ukpga/2014/14/contents 

The rules that CJT operates under are those described as Model Rules and issued by Supporters Direct. They are the umbrella organisation for Supporters Trusts. Don previously attached those rules in a post on the CJT update thread where they are available to download.

[+CaleyD 3,421]

1 hour ago, snorbens_caleyman said:

There is a registered - and very inactive - company called "Inverness Caledonian Thistle Supporters Society Limited".  Company number SP2665RS.

Just to confuse things, it is described as an "Industrial and provident society".

So I'm not even going to guess which rules apply.

I seem to renember someone saying that "Caley Jags Together" is an informal operating name or brand name for this Society.

Whilst the society has to be registered with companies house, details on filings etc are held on the mutuals register with the FCA at https://mutuals.fsa.gov.uk/SocietyDetails.aspx?Number=2665&Suffix=RS 

[+Fraz 1,120]

I see that the Facebook event for the meeting has just been deleted. 

[Yngwie 3,431]

Please use this thread only for the important matter of the CJT Special General Meeting. The off-topic PC debate has been split out and moved to General Nonsense.

[Blair 31]

Thanks for posting that will probably go to it .

[Charles Bannerman 966]

1 hour ago, Blair said:

Thanks for posting that will probably go to it .

I don't know if you're a member of CJT or not, Blair, but you would need to make sure that you had become one before you turned up because this meeting should be restricted to members of the Company.

In terms of admission, I'd be interested to see exactly what procedures are in place to ensure that everyone that's admitted is a bona fide Company member. I also wonder if Caley D's queries about provision for proxies have been addressed?

[+CaleyD 3,421]

An email was received, from CJT, by those who requested the SGM stating that the request was "quite complex to administer within our current rules" and, as such "This is making the request for a meeting within 28 days from the date of the letter impossible to achieve."  This appears to be based on advice from Supporters Direct (umbrella organisation), but it would seem that advice has been provided without a full understanding of the situation.

Whilst it would be easy to assume, it's not entirely clear from that whether or not the meeting listed in the OP has been cancelled and confirmation of that has been requested.

There was also a request from CJT for a meeting with representatives of those who put their names to the SGM request.  This has been welcomed on the basis that it also include a representative from Supporters Direct (to advise, mediate & bare witness) and without prejudice to the members rights to now call the already requested SGM themselves should they deem it necessary.  A response is also awaited on that matter.

[Charles Bannerman 966]

1 hour ago, CaleyD said:

 the request was "quite complex to administer within our current rules" and, as such "This is making the request for a meeting within 28 days from the date of the letter impossible to achieve." 

And I wonder what the response would have been if GKN had come up with that one.....?

For goodness sake - these people have, although they apparently deny it, set themselves up as the board of a Limited Company which is subject to Statute. It doesn't matter how "complex" it is to arrange this meeting - they have made themselves legally obliged to fulfil the necessary requirements. Once again, the impression is inevitable that they just do not have the first clue about the implications of what they have insisted on letting themselves in for.

I would also suggest that if they are finding it "impossible to achieve" the "request" (it's not a request - it's a legal requirement), then rather than clutch at the excuse of dismissing the procedure as "quite complex", they should instead look at their inability to collect incoming communication within a period of nine of the ample 28 days they have to arrange the meeting.

In a sense, they have almost rendered the meeting - or at least Resolution 1 - unnecessary, since the need for them to be replaced has been made demonstrably obvious by their own incompetence.

[tm4tj 1,606]

Charles stick to the facts please. No need to keep reminding everyone about the inabilities of the present incumbents. Keep that for your newspaper. If only everyone was as smart as those crucifying the rest.

[ICTPAISLEY 313]

4 minutes ago, tm4tj said:

Charles stick to the facts please. No need to keep reminding everyone about the inabilities of the present incumbents. Keep that for your newspaper. If only everyone was as smart as those crucifying the rest.

I actually quite like hearing from Charles in this thread. I never had any interest in CJT before but this fiasco has got me on the edge of my chair. Why doesn't the current board just hold a meeting now within the correct amount of time? They've failed in their bid to meet the request of a meeting, which was a bit of a shambles in the first place but if they organise one now surely we could get this all sorted.

I'd personally like it to be aired on caley jags TV as well please as this is better than some of our highlights of this season. 

[tm4tj 1,606]

I have no problem with any post that concerns the topic. It's the added insults at the end that are repetitive and not helping anyone.

[Charles Bannerman 966]

40 minutes ago, tm4tj said:

Charles stick to the facts please. No need to keep reminding everyone about the inabilities of the present incumbents. Keep that for your newspaper. If only everyone was as smart as those crucifying the rest.

I strongly disagree.

The absolutely central "fact" in this sorry and seemingly endless saga is the Board's persistent refusal and inability to discharge their obligations to Caley Thistle fans, to the law and indeed to the football club in which CJT has a 10% voting stake. Were it not for this extending catalogue of failures and prevarication, there would not be an issue here, because the root cause is the performance of the Board, which hence needs to be highlighted as each fresh depth is plumbed.

If this Board is intent on persistently refusing to fulfil these obligations to Caley Thistle fans, then the Board's backsides need collectively and continuously to be applied to the fire until such time as they meet their statutory obligations. 

As for "my newspaper"  - this Thursday's edition will indeed cover this question.... as well as another supporters' institution which has made major progress in recent months - the ICT Social Club.