@Fit2drop said:
Thanks for the update Alan.
All fellow gasroomers, lets make a big effort to keep the meeting as constructive and civil as possible. See all you top fans tomorrow.
@Onlooker said: @AlanCecil are you able to say with any confidence that it has been tested and the stream will work this time?
yes the lads are onto that and will be testing it in the afternoon, with a contingency on standby too. If that all fails we will have a copy of the event to show afterwards.
Following on from my original post on Thursday, I have since received a response from the Trust Secretary David Smith, which says:
_"You are correct that both WWFC and Frank Adams Legacy Limited are subsidiaries of the Trust. However, the point you raise hinges on the precise language of Rule 102.
The scope of the rules is defined by the first words, which relate to, and restrict, borrowing by the Trust (that is, as defined in rule 1, the legal entity known as Wycombe Wanderers Supporters Group Limited).
The references in the rest of the rule are to “such borrowings”, which refers back to the initial permission, namely borrowing by the Trust.
The rule simply does not refer to borrowings by subsidiaries of the Trust. Accordingly the Trust board is of the view that rule 102 does not apply to borrowings by either of its
subsidiaries."_
I have my views on this explanation but would like to hear those who have contributed to this conversation. I would be interested to hear if and how this subject (as opposed to takeover discussions) might be taken forward?
Here is a written legal advice that totally Contradicts that also . Get two lawyers and you will get whatever interpretation you prefer from them once you pay them .
Morally and in the spirit of a trust owned club though it a not .
@glasshalfempty said:
Following on from my original post on Thursday, I have since received a response from the Trust Secretary David Smith, which says:
_"You are correct that both WWFC and Frank Adams Legacy Limited are subsidiaries of the Trust. However, the point you raise hinges on the precise language of Rule 102.
The scope of the rules is defined by the first words, which relate to, and restrict, borrowing by the Trust (that is, as defined in rule 1, the legal entity known as Wycombe Wanderers Supporters Group Limited).
The references in the rest of the rule are to “such borrowings”, which refers back to the initial permission, namely borrowing by the Trust.
The rule simply does not refer to borrowings by subsidiaries of the Trust. Accordingly the Trust board is of the view that rule 102 does not apply to borrowings by either of its
subsidiaries."_
I have my views on this explanation but would like to hear those who have contributed to this conversation. I would be interested to hear if and how this subject (as opposed to takeover discussions) might be taken forward?
Cheers
The letter of the law (Rule 102) has not been breached but the spirit of the law most certainly has. Not sure how you progress this.
The spirit of Rule 102 has been broken, I don't think anyone can argue with that, but the Trust Board seem to think that is acceptable. That is disappointing to say the least.
But surely regardless of a new rule being put in place, those board members who knew full well they were spiritually breaking the principle, that the Trust thought they had enshrined to protect Adams Park for generations to come.
I suggest those people are not fit to govern morally or legally !!
@glasshalffull Well, I posted on the groom earlier, that I approached a board member, (the lawyer I think?), not only to thank the board for their time and an audience, but also to try to get them to understand the outrage felt not only by myself, but many other members on this issue. Wether it is legal or not, is really a moot point. The trust board have in my words, "defiled the Qu'ran".
The original idea of setting aside the stadium was, (in inference), "to protect the club from evil external forces". Fair enough, but we as members never expected the "evil forces" to be from within!
@glasshalfempty said:
Following the potential breach of Trust rule 102 (and therefore 27), I would like to gauge the interest of Trust Members in supporting an application for a Special General Meeting.
Trust rule 102 states:
“… The Trust may borrow money on such terms as the Trust Board shall authorise save that any borrowing that would require a significant proportion of the Trust's turnover to be apportioned to repaying such borrowing, or that would use the assets of the Trust (and/or any subsidiaries) as security for such borrowing, shall require the approval of the Trust in general meeting.”
The Trust update dated 21st January 2019 from Chairman Trevor Stroud explains:
"...There was a question as to whether the Trust had broken one of its own rules (rule 102) in relation to the loan we have recently taken from Bill and Jim, and the charge against the stadium. The answer to this is no – the loan has been taken out by the club, rather than by the Trust." http://www.wycombewandererstrust.com/2019/01/9416
I have this evening contacted Trust Secretary David Smith via e-mail asking for a further explanation why this is not a breach of the rule.
It is my understanding that a significant number of Trust members are concerned with this potential rule breach and the subsequent consequences. A Special General Meeting would provide an appropriate opportunity for the issue to be discussed by members.
The process is explained in Trust rule 32, which states:
"The Trust Board upon an application by not less than 20 members or 5% of the membership, whichever is the greater, delivered to the Trust’s registered office, shall convene a general meeting. The purpose of the special general meeting shall be stated in the application and notice of the meeting. No business other than that stated in the notice of the meeting shall be conducted at the meeting."
I understand the current Trust membership is around 1,200 and therefore 5% of membership would be 60. Are there 60 (or more) Trust members who would willing to support my application for a Special General Meeting? Please say Yes or No below.
As explained above, the purpose of the meeting would be stated in the application, which would ideally be made within the next 7-14 days.
Should a breach of rules be established, then a potential vote of no confidence in either the Trust Chairman, or the Trust board as a whole, could be included in the application if those supporting it felt it was appropriate.
Thank you
Can someone please confirm whether the requisite number (60) of Trust members has been achieved and whether there are still plans to hold a SGM meeting and when? Thank you.
@DefactoFan I haven't counted the number of members who have expressed their support yet but it is approaching 60.
An application for a SGM would be on the basis of a breach of rules, hence seeking views of members (and others) following receipt of the explanation from the Trust.
I would advise caution & be careful what you wish for. I remember just a few short years ago there were many who were calling for the head of a certain Gareth Ainsworth. Luckily we couldn't have afforded it and look at the playing side now.
All very well calling for a removal of the Trust board, but it might be prudent to ask whom would like to be holding the poison chalice?
I am not saying I haven't lost faith by the way.
@glasshalfempty said: @DefactoFan I haven't counted the number of members who have expressed their support yet but it is approaching 60.
An application for a SGM would be on the basis of a breach of rules, hence seeking views of members (and others) following receipt of the explanation from the Trust.
Well it remains unclear to me whether rule 102 was actually broken or just simply circumvented. Certainly Mr Stroud was fairly adamant at yesterday evening's meeting that the rule had not actually been broken and I suspect it may be difficult to prove otherwise. Also on the basis of yesterday evening's meeting I believe that a vote of no confidence in the Trust Board or in the Trust Board's chairman would not carry majority support, certainly not at this present time. The majority of Legacy Members still appear to be firmly behind and supporting the Trust Board and its Chairman, despite their self confessed incompetence in dealing with things like communication with Trust members and fans and the position that have put the Club in by borrowing money from the Americans and allowing them to take a charge on the ground. I therefore conclude that in my opinion, the calling of SGM meeting at this time would not be an appropriate course of action. However, I am still of the opinion that the Chairmanship of both the Club and the Trust should not be vested in the hands of just one person - it is a potentially dangerous situation that needs to remedied and an appropriate clause should be written into both the Club and Trust's constitution.
Last night they said the rule was quite simply overlooked until after the charge was lodged and noted and challenged. I am not sure how anyone can know for sure if they knowingly broke a rule?
@Right_in_the_Middle said:
Last night they said the rule was quite simply overlooked until after the charge was lodged and noted and challenged. I am not sure how anyone can know for sure if they knowingly broke a rule?
Does it matter if the rule was broken knowingly or not? It's a question of was it broken or not, ignorance or incompetence is never an acceptable excuse.
Whether the rule was broken knowingly or unknowingly, (along with whether the letter of the law or the spirit of law was broken) probably makes a difference regarding the validity of a legal challenge.
Ignorance of the rule as was suggested last night, is still no defence. The Trust Board say their lawyer (clearly they felt they needed to check) says they have not broken the rule. I don't think it would be too hard to find another lawyer with the opposite view. Also another valid point and I am happy to be corrected if I did hear this correctly but Trevor explained this away with that should the Americans fail in this process the other party would pay off the debt to remove the charge? Firstly did I get that correct? If so at the time the charge was placed there was no other bidder and indeed still isn't so how was the Trust proposing the £500,000 was paid back in the event of "no deal". As I said maybe I got this wrong and did not hear the reply correctly but that is what I thought he said.
@Right_in_the_Middle said:
Last night they said the rule was quite simply overlooked until after the charge was lodged and noted and challenged. I am not sure how anyone can know for sure if they knowingly broke a rule?
Yes, that is indeed what was said and I'm sorry for being such a "doubting Thomas", but I think that statement was being "economical with the truth" and I just don't believe it. Bearing in mind the somewhat contrived and secretive way in which the loan was taken out and the charge lodged against the ground via the Club and not via the Trust, it suggests to me that this was a premeditated act by some very clever person who knew exactly what they were doing in order to circumvent the rule. Then subsequently if you do get caught or found out that you've broken a rule, it's always better to appear to be incompetent than plain downright devious and deceitful.
@HG1 said:
Ignorance of the rule as was suggested last night, is still no defence. The Trust Board say their lawyer (clearly they felt they needed to check) says they have not broken the rule. I don't think it would be too hard to find another lawyer with the opposite view. Also another valid point and I am happy to be corrected if I did hear this correctly but Trevor explained this away with that should the Americans fail in this process the other party would pay off the debt to remove the charge? Firstly did I get that correct? If so at the time the charge was placed there was no other bidder and indeed still isn't so how was the Trust proposing the £500,000 was paid back in the event of "no deal". As I said maybe I got this wrong and did not hear the reply correctly but that is what I thought he said.
Correct about the charge.This would be paid off by new investor if Americans are not successful but how do they know this if they have not spoken to ie Harman.
I am not sure I credit the Board with the nous to have placed the charge as a ‘premeditated act’ using ‘some clever person’. I think it’s more likely they just ballsed it up.
My guess would be they just saw it as a technicality to oil the wheels of both the loan and probable bid. I don’t actually think they saw or see this as putting Adams Park at risk- if they did they are even stupider than Marlow et al gives them credit for.
If the American bid did go south I would imagine their plan was for those (with money) behind the scene to provide the necessary dosh to pay back The Americans with another loan to the club rather than have to sell the one thing we do actually have to keep us in business.
Come on. The whole point of the Trust set up - as they made crystal clear from the day they took the club off Steve Hayes' hands - was to ensure a separation of powers so that the ownership of the stadium could never change hands without permission of the membership - ensuring the club had a viable future when future sharks came sniffing.
Anyone who thinks Mr Stroud and others weren't fully aware of their responsibilities when they came to putting the charge on the ground is, frankly, naive in the extreme. It's simply not credible. I suspect a lawyer was consulted to see if there was any possible wiggle room that would allow the fundamental tenet of the Trust's stewardship to be quietly shelved. And this is the workaround that he or she came up with.
It's a decision that stinks and is so complicated it could not simply have been fallen into by accident. I can't understand how anyone can believe it was taken without full knowledge of the chairman of the board.
You have more confidence in people’s capabilities and intent on deceitfulness than I do @aloysius. As I say I may be wrong (and/or naive) but unless these people are downright stupid (and/or naive) they must have known it would get out and how the great unwashed (other than from the drips from the FA Stand roof) would react.
You would need to be seriously aloof and incompetent to not foresee that. Ah...
@aloysius said:
Come on. The whole point of the Trust set up - as they made crystal clear from the day they took the club off Steve Hayes' hands - was to ensure a separation of powers so that the ownership of the stadium could never change hands without permission of the membership - ensuring the club had a viable future when future sharks came sniffing.
Anyone who thinks Mr Stroud and others weren't fully aware of their responsibilities when they came to putting the charge on the ground is, frankly, naive in the extreme. It's simply not credible. I suspect a lawyer was consulted to see if there was any possible wiggle room that would allow the fundamental tenet of the Trust's stewardship to be quietly shelved. And this is the workaround that he or she came up with.
It's a decision that stinks and is so complicated it could not simply have been fallen into by accident. I can't understand how anyone can believe it was taken without full knowledge of the chairman of the board.
Comments
@AlanCecil are you able to say with any confidence that it has been tested and the stream will work this time?
Trust members can register for the live stream if they cannot be there https://www.facebook.com/groups/1930775593696898 and there will be space to add questions in the comments box
Questions from Trust Members to be put on your behalf can also be emailed to [email protected]
yes the lads are onto that and will be testing it in the afternoon, with a contingency on standby too. If that all fails we will have a copy of the event to show afterwards.
That is great to hear after a hugely disappointing breakdown in comms last time @AlanCecil
We believe that was due to the WiFi failing at AP for which we gave an apology later.
Following on from my original post on Thursday, I have since received a response from the Trust Secretary David Smith, which says:
_"You are correct that both WWFC and Frank Adams Legacy Limited are subsidiaries of the Trust. However, the point you raise hinges on the precise language of Rule 102.
The scope of the rules is defined by the first words, which relate to, and restrict, borrowing by the Trust (that is, as defined in rule 1, the legal entity known as Wycombe Wanderers Supporters Group Limited).
The references in the rest of the rule are to “such borrowings”, which refers back to the initial permission, namely borrowing by the Trust.
The rule simply does not refer to borrowings by subsidiaries of the Trust. Accordingly the Trust board is of the view that rule 102 does not apply to borrowings by either of its
subsidiaries."_
I have my views on this explanation but would like to hear those who have contributed to this conversation. I would be interested to hear if and how this subject (as opposed to takeover discussions) might be taken forward?
Cheers
Here is a written legal advice that totally Contradicts that also . Get two lawyers and you will get whatever interpretation you prefer from them once you pay them .
Morally and in the spirit of a trust owned club though it a not .
The letter of the law (Rule 102) has not been breached but the spirit of the law most certainly has. Not sure how you progress this.
The spirit of Rule 102 has been broken, I don't think anyone can argue with that, but the Trust Board seem to think that is acceptable. That is disappointing to say the least.
Not sure they do as they have said that they will review the rules to ensure that a charge cannot be taken without a Members vote in future
It is the spirit that is the issue. Personally a new Trust rule as muted last night would be enough for me.
But surely regardless of a new rule being put in place, those board members who knew full well they were spiritually breaking the principle, that the Trust thought they had enshrined to protect Adams Park for generations to come.
I suggest those people are not fit to govern morally or legally !!
@glasshalffull Well, I posted on the groom earlier, that I approached a board member, (the lawyer I think?), not only to thank the board for their time and an audience, but also to try to get them to understand the outrage felt not only by myself, but many other members on this issue. Wether it is legal or not, is really a moot point. The trust board have in my words, "defiled the Qu'ran".
The original idea of setting aside the stadium was, (in inference), "to protect the club from evil external forces". Fair enough, but we as members never expected the "evil forces" to be from within!
Can someone please confirm whether the requisite number (60) of Trust members has been achieved and whether there are still plans to hold a SGM meeting and when? Thank you.
@DefactoFan I haven't counted the number of members who have expressed their support yet but it is approaching 60.
An application for a SGM would be on the basis of a breach of rules, hence seeking views of members (and others) following receipt of the explanation from the Trust.
I would advise caution & be careful what you wish for. I remember just a few short years ago there were many who were calling for the head of a certain Gareth Ainsworth. Luckily we couldn't have afforded it and look at the playing side now.
All very well calling for a removal of the Trust board, but it might be prudent to ask whom would like to be holding the poison chalice?
I am not saying I haven't lost faith by the way.
Given the further explanation provided by the trust directors I’m satisfied that a SGM is not required at this moment.
Well it remains unclear to me whether rule 102 was actually broken or just simply circumvented. Certainly Mr Stroud was fairly adamant at yesterday evening's meeting that the rule had not actually been broken and I suspect it may be difficult to prove otherwise. Also on the basis of yesterday evening's meeting I believe that a vote of no confidence in the Trust Board or in the Trust Board's chairman would not carry majority support, certainly not at this present time. The majority of Legacy Members still appear to be firmly behind and supporting the Trust Board and its Chairman, despite their self confessed incompetence in dealing with things like communication with Trust members and fans and the position that have put the Club in by borrowing money from the Americans and allowing them to take a charge on the ground. I therefore conclude that in my opinion, the calling of SGM meeting at this time would not be an appropriate course of action. However, I am still of the opinion that the Chairmanship of both the Club and the Trust should not be vested in the hands of just one person - it is a potentially dangerous situation that needs to remedied and an appropriate clause should be written into both the Club and Trust's constitution.
Last night they said the rule was quite simply overlooked until after the charge was lodged and noted and challenged. I am not sure how anyone can know for sure if they knowingly broke a rule?
Does it matter if the rule was broken knowingly or not? It's a question of was it broken or not, ignorance or incompetence is never an acceptable excuse.
Whether the rule was broken knowingly or unknowingly, (along with whether the letter of the law or the spirit of law was broken) probably makes a difference regarding the validity of a legal challenge.
Ignorance of the rule as was suggested last night, is still no defence. The Trust Board say their lawyer (clearly they felt they needed to check) says they have not broken the rule. I don't think it would be too hard to find another lawyer with the opposite view. Also another valid point and I am happy to be corrected if I did hear this correctly but Trevor explained this away with that should the Americans fail in this process the other party would pay off the debt to remove the charge? Firstly did I get that correct? If so at the time the charge was placed there was no other bidder and indeed still isn't so how was the Trust proposing the £500,000 was paid back in the event of "no deal". As I said maybe I got this wrong and did not hear the reply correctly but that is what I thought he said.
Yes, that is indeed what was said and I'm sorry for being such a "doubting Thomas", but I think that statement was being "economical with the truth" and I just don't believe it. Bearing in mind the somewhat contrived and secretive way in which the loan was taken out and the charge lodged against the ground via the Club and not via the Trust, it suggests to me that this was a premeditated act by some very clever person who knew exactly what they were doing in order to circumvent the rule. Then subsequently if you do get caught or found out that you've broken a rule, it's always better to appear to be incompetent than plain downright devious and deceitful.
Correct about the charge.This would be paid off by new investor if Americans are not successful but how do they know this if they have not spoken to ie Harman.
It will be a condition of the sale
I am not sure I credit the Board with the nous to have placed the charge as a ‘premeditated act’ using ‘some clever person’. I think it’s more likely they just ballsed it up.
My guess would be they just saw it as a technicality to oil the wheels of both the loan and probable bid. I don’t actually think they saw or see this as putting Adams Park at risk- if they did they are even stupider than Marlow et al gives them credit for.
If the American bid did go south I would imagine their plan was for those (with money) behind the scene to provide the necessary dosh to pay back The Americans with another loan to the club rather than have to sell the one thing we do actually have to keep us in business.
I could of course be wrong
Come on. The whole point of the Trust set up - as they made crystal clear from the day they took the club off Steve Hayes' hands - was to ensure a separation of powers so that the ownership of the stadium could never change hands without permission of the membership - ensuring the club had a viable future when future sharks came sniffing.
Anyone who thinks Mr Stroud and others weren't fully aware of their responsibilities when they came to putting the charge on the ground is, frankly, naive in the extreme. It's simply not credible. I suspect a lawyer was consulted to see if there was any possible wiggle room that would allow the fundamental tenet of the Trust's stewardship to be quietly shelved. And this is the workaround that he or she came up with.
It's a decision that stinks and is so complicated it could not simply have been fallen into by accident. I can't understand how anyone can believe it was taken without full knowledge of the chairman of the board.
You have more confidence in people’s capabilities and intent on deceitfulness than I do @aloysius. As I say I may be wrong (and/or naive) but unless these people are downright stupid (and/or naive) they must have known it would get out and how the great unwashed (other than from the drips from the FA Stand roof) would react.
You would need to be seriously aloof and incompetent to not foresee that. Ah...
Can't argue with any of that.
Pretty much spot on I would say.