NOTICE OF SGM 25 APRIL 2024
1I have received today by email the Notice of the above meeting. Members are requested to pre-register their attendance by email.
Re: NOTICE OF SGM 25 APRIL 2024
2I happened to be looking at the existing Model Rules this morning and I noticed something in relation to the first proposed resolution at the SGM. It is Rule 97. The Rule deals with the necessary quorum at a general meeting where it is proposed to achieve a change in the Rules. It states that the quorum must be "...not less than one quarter of the members entitled to vote at the meeting if the Club has more than 1000 members when the meeting is called..." So, I would suspect that the required quorum for us might be around 260 members voting either in person or by proxy.
So, to me, there must be two elements necessary to achieve a Rule amendment. Firstly there must be a quorum of, for us, I think around 260 members and three quarters of the members at the meeting must cast their vote in favour of the rule change.
So it might be that the necessary quorum will not be achieved at the SGM, so it would not be possible to proceed with proposed resolution 1 to adopt the new Model Rules.
i have alerrted the Trust to this in order to seek the FSA's guidance on how they believe Rule 97 should be interpreted.
So, to me, there must be two elements necessary to achieve a Rule amendment. Firstly there must be a quorum of, for us, I think around 260 members and three quarters of the members at the meeting must cast their vote in favour of the rule change.
So it might be that the necessary quorum will not be achieved at the SGM, so it would not be possible to proceed with proposed resolution 1 to adopt the new Model Rules.
i have alerrted the Trust to this in order to seek the FSA's guidance on how they believe Rule 97 should be interpreted.
Re: NOTICE OF SGM 25 APRIL 2024
3Chris, Paul,
Help me with this. And if you believe my premise to be wrong please say so.
For me going back to 2014 /15 the Trust served two purposes. Firstly to raise money to assist Newport County, and secondly to advance policy on what were the objectives and how they were to be achieved by the club. With respect to the latter as owners of the club there was a very real power.
Now with respect to raising money that purpose remains the same. However when it comes to policy and direction of the club that is very much in the hands of Huw Jenkins. I get supporter directors on the board but 50 years ago I remember 6th formers as school governers. They were there for show and nothing else. I can't see Huw Jenkins being outvoted somehow.
So I fail to see why the constituion of the Trust needs to be so convoluted. Put simply why not simply elect directors on an annual basis and let them get on with raising money?
Those monies could then be handed to Huw Jenkins to spend as he thought best. The performance of the Trust could be measured on how much money they raised. The performance of Huw Jenkins could be judged on whether or not Newport County progressed.
For me the sensible thing to do would be to disband the Trust entirely as it is presently constituted. For a new Trust with a far more simple constitution. The final act of the old Trust could be to transfer any assets even to Newport County or to the new Trust.
Help me with this. And if you believe my premise to be wrong please say so.
For me going back to 2014 /15 the Trust served two purposes. Firstly to raise money to assist Newport County, and secondly to advance policy on what were the objectives and how they were to be achieved by the club. With respect to the latter as owners of the club there was a very real power.
Now with respect to raising money that purpose remains the same. However when it comes to policy and direction of the club that is very much in the hands of Huw Jenkins. I get supporter directors on the board but 50 years ago I remember 6th formers as school governers. They were there for show and nothing else. I can't see Huw Jenkins being outvoted somehow.
So I fail to see why the constituion of the Trust needs to be so convoluted. Put simply why not simply elect directors on an annual basis and let them get on with raising money?
Those monies could then be handed to Huw Jenkins to spend as he thought best. The performance of the Trust could be measured on how much money they raised. The performance of Huw Jenkins could be judged on whether or not Newport County progressed.
For me the sensible thing to do would be to disband the Trust entirely as it is presently constituted. For a new Trust with a far more simple constitution. The final act of the old Trust could be to transfer any assets even to Newport County or to the new Trust.
Re: NOTICE OF SGM 25 APRIL 2024
4The trust is presently contituted at law as a Community Benefit Society. The Act that applies requires a CBS to be registered with the Financial Conduct Authority. The FCA requires that all CBSs have a constitution (Model Rules) that complies with the Act. The Act's requirements of the Model Rules are substantial but broad brush. Another purpose of the Model Rules is to complement the requirements of the Act in providing more detailed Rules of 'what you should do to implement the requirements of the Act.
Re: NOTICE OF SGM 25 APRIL 2024
5I dashed off a quick answer above. So, to add. For me and as a matter of law, the Trust has already ceased to exist because it does not comply with the requirements of the Community Benefit Societies Act 2014. That Act requires a CBS to have firstly a 'business'. Since the transfer, when it lost legal control of the County, it has no business - discernible to me, at least. Secondly and these are inextricablely interlinked, that business must operate for the benefit of the community. I cannot see when the real primary purpose of the Trust is to pass £100k plus to a private limited company how that constitutes a 'community benefit'. It would then be a moot legal point as to what happens to the shares. The Model Rules state that essentially they must be given to another CBS or charity - so not the County. If it could be argued that, if, as a matter of law, that the Trust was not a CBS then it could be argued also that, as a matter of law, the Model Rules had no application. However, I think that if a court was aked to give a direction, they might find that at law the former CBS was an accidental or unintended trust and they mind find for the want of anything else the Model Rules constituted the Trust deed and therefore the same provision as to the disposal of share would apply. So again, not the County.Stan A. Einstein wrote: April 11th, 2024, 12:41 pm Chris, Paul,
Help me with this. And if you believe my premise to be wrong please say so.
For me going back to 2014 /15 the Trust served two purposes. Firstly to raise money to assist Newport County, and secondly to advance policy on what were the objectives and how they were to be achieved by the club. With respect to the latter as owners of the club there was a very real power.
Now with respect to raising money that purpose remains the same. However when it comes to policy and direction of the club that is very much in the hands of Huw Jenkins. I get supporter directors on the board but 50 years ago I remember 6th formers as school governers. They were there for show and nothing else. I can't see Huw Jenkins being outvoted somehow.
So I fail to see why the constituion of the Trust needs to be so convoluted. Put simply why not simply elect directors on an annual basis and let them get on with raising money?
Those monies could then be handed to Huw Jenkins to spend as he thought best. The performance of the Trust could be measured on how much money they raised. The performance of Huw Jenkins could be judged on whether or not Newport County progressed.
For me the sensible thing to do would be to disband the Trust entirely as it is presently constituted. For a new Trust with a far more simple constitution. The final act of the old Trust could be to transfer any assets even to Newport County or to the new Trust.
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