AGM/EGM for PC's bid
Posted: Fri Mar 28, 2014 9:55 pm
The evening was split into 2 parts, the AGM and then the EGM and here's a (brief) summary:
AGM
Another loss of 122k last season (relegation from Conference) with the loss mainly covered by directors loans which increased another 109K to 354K (29K of the 109K was added to the St Andrews Engineering loan). The club reduced their main admin/overheads by 105K however the wage bill increased by 23K by trying to stay in Conf Prem. Pretty much all other income was down gates by 45K, Sponsorship by 37K, Donations by 11K, Community/Rental income and grants by 18K are the main examples.
Steve Leonard indicated that this cannot go on and that the membership model no longer provides the income required for the club to survive at this level and the club is probably only still here at this level due to the directors loans.
Russell Dodd was re-elected to the board and all the proposals to the Membership Rules were voted on were accepted. These included proxy votes being allowed at future meetings, a directors term to be 3 years before they are up for re-election and the AGM to be called before 15th December for the reporting period ending June that year.
The club can't afford to pay back the debentures in the present situation but all debentures are still valid and will be paid back if PC's bid succeeds. Since the start of this season the club have stabilised financially and haven't accrued any more debt. Finally the club were unsuccessful with the development bid as it was difficult to get the same funding in Conf North and a later bid option of Alfred Barrow School was chosen by the NHS as the one where the development would take place.
EGM
After a short break SL opened the EGM section of the meeting describing the history of PC's bid and how they got to the present situation. Now that PC has submitted a bid JL Winders will send out a voting pack next week that will contain a pre-paid reply envelope, a detailed proposal from PC, a letter from the current board and a voting slip with a resolution on which is basically 'Do you accept the transfer of the club and football registration to Paul Casson's new company'. Members will have 28 days to fill in their voting slip and get it sent back.
If PC doesn't secure 75% of the total membership voting for his proposal but a significant majority are in favour or people not returning envelopes prevents the desired majority from being achieved then the board will look at calling another EGM where the proposal will be voted on again. However this vote will only require 75% those in attendance (including any proxy voters now that motion was passed tonight) to vote for the motion. The club must demonstrate to the FA that a significant majority are in favour of the bid for the transfer to take place.
PC's bid is 600K and if successful he will put in a further 600K for the first 2 seasons which will be spent on ground improvements, infrastructure and an increased playing budget. The 600K bid money will go to current members club to pay off mortgage, debentures and creditors. However that is short of paying off all the creditors so the directors have agreed to suffer the remaining loss in agreeing that they won't get all their loans back. In addition PC will carry out a full structural survey of the ground paid for by himself. Steve Leonard has seen proof that he has the cash to do all of the above. As the board will lose out financially it was asked if people could forfeit their debenture money so that the present board would effectively get more of their cash back and this would be allowed.
After 2 years PC would then generate a further business plan and invite fans to buy shares with those who volunteer/help out at the ground in mind getting some but he would also be willing to get a supporters rep involved if any Supporters Trust were to be set up and he would encourage fans to join up to something like that. His board would have 8 people that would include himself and Jamie Reid as well as 1 of the present board members but couldn't name any names just yet. It was also mentioned that this would be a UK company formed and owned by Paul Casson. If the bid is accepted the FA would need to see that all the creditors are happy and that PC and his board members are all fit and proper persons before any transfer would be confirmed.
There were other questions about the deal and it was strongly intimated that the present members club which only has 450-500 members lacks the investment to carry on at this level and we've only got this far due to the directors loans, in addition they've only made a profit 3 times in the last 10 years. TK also said that PC's bid gives the club an opportunity for investment to be made and while there is the downside about PC being the sole owner if the present board didn't think it was a worthwhile bid they wouldn't have got to the stage we are now.
AGM
Another loss of 122k last season (relegation from Conference) with the loss mainly covered by directors loans which increased another 109K to 354K (29K of the 109K was added to the St Andrews Engineering loan). The club reduced their main admin/overheads by 105K however the wage bill increased by 23K by trying to stay in Conf Prem. Pretty much all other income was down gates by 45K, Sponsorship by 37K, Donations by 11K, Community/Rental income and grants by 18K are the main examples.
Steve Leonard indicated that this cannot go on and that the membership model no longer provides the income required for the club to survive at this level and the club is probably only still here at this level due to the directors loans.
Russell Dodd was re-elected to the board and all the proposals to the Membership Rules were voted on were accepted. These included proxy votes being allowed at future meetings, a directors term to be 3 years before they are up for re-election and the AGM to be called before 15th December for the reporting period ending June that year.
The club can't afford to pay back the debentures in the present situation but all debentures are still valid and will be paid back if PC's bid succeeds. Since the start of this season the club have stabilised financially and haven't accrued any more debt. Finally the club were unsuccessful with the development bid as it was difficult to get the same funding in Conf North and a later bid option of Alfred Barrow School was chosen by the NHS as the one where the development would take place.
EGM
After a short break SL opened the EGM section of the meeting describing the history of PC's bid and how they got to the present situation. Now that PC has submitted a bid JL Winders will send out a voting pack next week that will contain a pre-paid reply envelope, a detailed proposal from PC, a letter from the current board and a voting slip with a resolution on which is basically 'Do you accept the transfer of the club and football registration to Paul Casson's new company'. Members will have 28 days to fill in their voting slip and get it sent back.
If PC doesn't secure 75% of the total membership voting for his proposal but a significant majority are in favour or people not returning envelopes prevents the desired majority from being achieved then the board will look at calling another EGM where the proposal will be voted on again. However this vote will only require 75% those in attendance (including any proxy voters now that motion was passed tonight) to vote for the motion. The club must demonstrate to the FA that a significant majority are in favour of the bid for the transfer to take place.
PC's bid is 600K and if successful he will put in a further 600K for the first 2 seasons which will be spent on ground improvements, infrastructure and an increased playing budget. The 600K bid money will go to current members club to pay off mortgage, debentures and creditors. However that is short of paying off all the creditors so the directors have agreed to suffer the remaining loss in agreeing that they won't get all their loans back. In addition PC will carry out a full structural survey of the ground paid for by himself. Steve Leonard has seen proof that he has the cash to do all of the above. As the board will lose out financially it was asked if people could forfeit their debenture money so that the present board would effectively get more of their cash back and this would be allowed.
After 2 years PC would then generate a further business plan and invite fans to buy shares with those who volunteer/help out at the ground in mind getting some but he would also be willing to get a supporters rep involved if any Supporters Trust were to be set up and he would encourage fans to join up to something like that. His board would have 8 people that would include himself and Jamie Reid as well as 1 of the present board members but couldn't name any names just yet. It was also mentioned that this would be a UK company formed and owned by Paul Casson. If the bid is accepted the FA would need to see that all the creditors are happy and that PC and his board members are all fit and proper persons before any transfer would be confirmed.
There were other questions about the deal and it was strongly intimated that the present members club which only has 450-500 members lacks the investment to carry on at this level and we've only got this far due to the directors loans, in addition they've only made a profit 3 times in the last 10 years. TK also said that PC's bid gives the club an opportunity for investment to be made and while there is the downside about PC being the sole owner if the present board didn't think it was a worthwhile bid they wouldn't have got to the stage we are now.
