(Monday 21st June 2004 - updated Friday 25th June 2004)
The ongoing constitution debate has entered what the Board hope will be its closing stages after a proposal to allow postal voting at General Meetings was formally passed at an EGM held on 14th June 2004. 101 voted in favour and 16 against, leaving the way open for members to opt out of attending any future meetings and simply vote by post in advance of the meeting itself.
Subsequent to the meeting, The Board issued a statement saying that The Electoral Reform Services will used to carry out the ballot, while Company Secretary Keith Allen confirmed at the EGM that the ballot papers would be sent out seperately from the final proposals and supporting documentation.
Members are now waiting to receive these final proposals of the reconstruction of the Club together with notice of an EGM where the necessary resolutions to allow these changes will be tabled by the Club. Due to delays associated with the legal proceedings surrounding what is known as a 'Scheme of Arrangement', this EGM is now likely to take place during the week commencing 19th July 2004. A minimum of three weeks notice to members is required of any General Meeting.
Members will also receive a letter inviting them to take part in the financial promotion behind the proposed scheme. It's understood that the Club will offer around 1.5 million £1 shares, although the final details of how these will be weighted in the event of an oversubscription were still being decided at the time this article was first published. The minimum investment level will be £500 but takers may be offered the chance to pay in two installments. Coupled with this invitation letter will be a detailed three year business plan outlining the future direction that a new Board would hope to take the Club.
It will be the final proposals that will provide the basis for members to make their final decision on the vote. These will include the Articles and Memorandum of Association of the new company which will provide the final wording on the critical 'key matters' controlled by the proposed 'Founder Shareholders' Trust. These 'key matters' are said to have been devised with the purpose of protecting the heritage of the Club but will be open to legal interpretation and a thorough examination will be required to check for unforseen loop holes that could be exploited by unscrupulous shareholders. Details of the Trust itself still remain unclear with the Board now seemingly allowing this to have an unlimited membership but like the current membership, still restricted to those holding Season Tickets for three years or more. It's feared by some that such a ruling could have a negative impact on the potential membership levels of the subscription based Supporters' Trust proposed in April 2004.
However, while there may be confusion over these and other issues, the Board are indicating that there will be little, if any, debate on the subject at the EGM to be scheduled for July. Financial Director Rod Tomlin stated at the EGM on 14th June "What we have done is to hold an initial series of meetings with the membership. We held a further meeting on the 18th May at which Baker Tilley and George Davies rolled out specific details of a proposal. If we felt it necessary to hold further meetings then I think in fairness we would do that. The thing is how far down that road do you go down before you actually have a vote? We have to make that judgement." The Club's advisors are said to be costing in the region of £70K to £95K and Mr Tomlin confirmed that they were also advising on the procedures to be adopting at the EGM, adding "It is standard practice in issues of this kind that we table a resolution at a General Meeting on the assumption that everybody understands what the resolutions are and you have the opportunity to vote on it. That is the way we propose to continue. The whole point that we provide to you enough information to you in advance of a vote, so you are able to exercise that vote in a properly informed way."
It's understood that both Supporters' groups have been asked to consider the possibilty of holding an independent meeting ahead of the EGM in order for questions relating to the final proposals to be relayed. This would also be seen as improving communication to supporters who are not members of the Football Club. At present there has been no feedback on this suggestion.
Since this article was published it was reported on Friday 25th June through a news release on the Wanderers official website that a court hearing on Thursday 1st July will look to approve the 'Scheme of Arrangement' for the reconstruction of the Football Club. It would then follow that formal notice of an EGM to be held on Thursday 29th July will be given, along with the suggested supporting documentation.
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