Save Smisa

[Bud the Baker]

1 hour ago, TPAFKATS said:

 

So, there's 3 sides to every story then...

 

With regards to the need for shareholders to provide additional funds/ cashflow - is this only Smisa / BtB shareholders? Raises more questions if that's the case, such as do they own the shares at the moment or does GLS? What about other shareholders, including the (I assume) many fans who have purchased or inherited shares over the years who also have bought into the BtB scheme?

 

Jings crivvens & help ma boaby. Who's been selling shares in me?

Edited April 30, 2017 by Bud the Baker

[garzo]

You are completely missing the important point that yes, I would imagine that most members if given the option would vote to approve the £15k USH loan, and the £50k revolving credit facility. The problem is the committee knowingly breaching the constitution and governing legislation by refusing to properly inform and consult with the members in advance of a decision.

Not as far as I can see - perhaps, as was agreed yesterday - this could be made a bit clearer and is an area to improve.

what happens if the club cant pay these loans back? We have been told for years the club needs additional funding each season to get by, so its highly possible they could default, and given there is no security over these loans that would mean the memberships money, which was ringfenced to buy and only to buy the majority shareholding in the club being lost.

Your digging deeper here than my knowledge or interest at this stage cares to pursue. I'll only add 2 things - if the club are unable to pay the loan back then we would be in real trouble and without knowing the detail i'd expect a long standing loan of significant value to be offset against shares or purchase price if it is still outstanding at end of term. I'm not privy to the detail on this though.

Gordon has smisa in his pocket and sees our funds as a source of finance he can tap into whenever he chooses, the committee give him everything he wants including buying new Hof boards instead of refurbing the existing ones because Gordon wants new ones.

Put to a vote and accepted - whether you or me like the outcome the majority prevail - is this not what you are asking for anyway?

and just to correct you it was me who asked for the show of hands and less than half present indicated they knew during buy the buds that the committee intended to loan the club another £50k.

I didn't count but looked fairly clean cut to me - large show of hands indicating they were aware and none were not aware.

[Lord Pityme]

1 minute ago, garzo said:

You are completely missing the important point that yes, I would imagine that most members if given the option would vote to approve the £15k USH loan, and the £50k revolving credit facility. The problem is the committee knowingly breaching the constitution and governing legislation by refusing to properly inform and consult with the members in advance of a decision.

Not as far as I can see - perhaps, as was agreed yesterday - this could be made a bit clearer and is an area to improve.

what happens if the club cant pay these loans back? We have been told for years the club needs additional funding each season to get by, so its highly possible they could default, and given there is no security over these loans that would mean the memberships money, which was ringfenced to buy and only to buy the majority shareholding in the club being lost.

Your digging deeper here than my knowledge or interest at this stage cares to pursue. I'll only add 2 things - if the club are unable to pay the loan back then we would be in real trouble and without knowing the detail i'd expect a long standing loan of significant value to be offset against shares or purchase price if it is still outstanding at end of term. I'm not privy to the detail on this though.

Gordon has smisa in his pocket and sees our funds as a source of finance he can tap into whenever he chooses, the committee give him everything he wants including buying new Hof boards instead of refurbing the existing ones because Gordon wants new ones.

Put to a vote and accepted - whether you or me like the outcome the majority prevail - is this not what you are asking for anyway?

and just to correct you it was me who asked for the show of hands and less than half present indicated they knew during buy the buds that the committee intended to loan the club another £50k.

I didn't count but looked fairly clean cut to me - large show of hands indicating they were aware and none were not aware.

I didnt ask for a show of hands for those unaware, so fail,to see where you get that from?

as you heard yesterday the committee have sidestepped the membership, the constitution and the law. There is no security in either loan deal, if the club fail to repay we lose everything.

[Lord Pityme]

17 minutes ago, TPAFKATS said:

 

So, there's 3 sides to every story then...

 

With regards to the need for shareholders to provide additional funds/ cashflow - is this only Smisa / BtB shareholders? Raises more questions if that's the case, such as do they own the shares at the moment or does GLS? What about other shareholders, including the (I assume) many fans who have purchased or inherited shares over the years who also have bought into the BtB scheme?

 

Exactly! Why is it only smisa members contributing to a rainy day fund?

[garzo]

2 minutes ago, Lord Pityme said:

I didnt ask for a show of hands for those unaware, so fail,to see where you get that from?

as you heard yesterday the committee have sidestepped the membership, the constitution and the law. There is no security in either loan deal, if the club fail to repay we lose everything.

It was asked for, maybe not by you but it was asked for (chair from memory) - and there were no hands raised.
As I replied before - this was included as part of the deal to purchase.
I knew about it as did others as did most of the room yesterday.

We can ask SMiSA to make this clear and move forward in support of the aims and objectives to move St Mirren into fan ownership.
 

1 minute ago, Lord Pityme said:

Exactly! Why is it only smisa members contributing to a rainy day fund?

Answered that, its by agreement.

[Vambo57]

39 minutes ago, Lord Pityme said:

You are completely missing the important point that yes, I would imagine that most members if given the option would vote to approve the £15k USH loan, and the £50k revolving credit facility. The problem is the committee knowingly breaching the constitution and governing legislation by refusing to properly inform and consult with the members in advance of a decision.

what happens if the club cant pay these loans back? We have been told for years the club needs additional funding each season to get by, so its highly possible they could default, and given there is no security over these loans that would mean the memberships money, which was ringfenced to buy and only to buy the majority shareholding in the club being lost.

Gordon has smisa in his pocket and sees our funds as a source of finance he can tap into whenever he chooses, the committee give him everything he wants including buying new Hof boards instead of refurbing the existing ones because Gordon wants new ones.

and just to correct you it was me who asked for the show of hands and less than half present indicated they knew during buy the buds that the committee intended to loan the club another £50k.

If Gordon insists on brand new HOF boards, then he should contribute the difference towards them..

As LPM states the show of hands was just for those that were aware of the £50k koan.  I would say it was 50/50.

Two observations on the AGM...I was a bit shocked about the the chid-like comments from the Chair when LPM (quite rightly) put up his hand to ask a question and the very abrupt end of the meeting.  The members were not asked if there were any more questions! I had a couple and I am sure there would have been more, given the chance.

I look forward to the SMiSA board being more open, with publishing minutes (which I think the Board accepted yesterday?) and consulting members beforehand of any major spend (anything over £500 I believe?).

Edited April 30, 2017 by Vambo57

[Lord Pityme]

3 minutes ago, garzo said:

It was asked for, maybe not by you but it was asked for (chair from memory) - and there were no hands raised.
As I replied before - this was included as part of the deal to purchase.
I knew about it as did others as did most of the room yesterday.

We can ask SMiSA to make this clear and move forward in support of the aims and objectives to move St Mirren into fan ownership.
 

Answered that, its by agreement.

I know the £50k was part of the agreement between smisa and Gls, not the deal to purcchase from the sellers. However smisa's constitution and the law make it impossible for a few committee members to promise away 1300 members subscriptions without their approval. It would never stand up in court, you cant force a group to give you someone elses money.

what is the point of being a smisa member when the committee continually go round the membership and do not properly inform consult or put ti the vote spending of tens of thousands of pounds? If it was a one off why is it happening again? Why dont the committee give all the facts to the members and seek their approval to procede? 

We all signed up to one member, one vote. Not to one committee and no vote!

[buddiecat]

1 hour ago, Vambo57 said:

If Gordon insists on brand new HOF boards, then he should contribute the difference towards them..

As LPM states the show of hands was just for those that were aware of the £50k koan.  I would say it was 50/50.

Two observations on the AGM...I was a bit shocked about the the chid-like comments from the Chair when LPM (quite rightly) put up his hand to ask a question and the very abrupt end of the meeting.  The members were not asked if there were any more questions! I had a couple and I am sure there would have been more, given the chance.

I look forward to the SMiSA board being more open, with publishing minutes (which I think the Board accepted yesterday?) and consulting members beforehand of any major spend (anything over £500 I believe?).

That is the amount agreed as maximum spend by the SMiSA committee at the very outset of the bid (any more than £500 had to go to members for approval) and was meant for the purchase of anything needed to run the trust, stationery, software etc.,

[smcc]

1 hour ago, Lord Pityme said:

I know the £50k was part of the agreement between smisa and Gls, not the deal to purcchase from the sellers. However smisa's constitution and the law make it impossible for a few committee members to promise away 1300 members subscriptions without their approval. It would never stand up in court, you cant force a group to give you someone elses money.

what is the point of being a smisa member when the committee continually go round the membership and do not properly inform consult or put ti the vote spending of tens of thousands of pounds? If it was a one off why is it happening again? Why dont the committee give all the facts to the members and seek their approval to procede? 

We all signed up to one member, one vote. Not to one committee and no vote!

Can you tell me how many of today's SMISA members were members at the time when this agreement was reached?

[buddiecat]

10 minutes ago, smcc said:

Can you tell me how many of today's SMISA members were members at the time when this agreement was reached?

You would need to go to the first figure on the counter set up for the bid for an accurate number on it, or enquire via [email protected], i think it was possibly around the 200 mark, but can't confirm this figure.

Edited April 30, 2017 by buddiecat

[smcc]

The question then is how many of this 200, not the present 1300+, were aware of the agreement.

[garzo]

2 hours ago, Lord Pityme said:

I know the £50k was part of the agreement between smisa and Gls, not the deal to purcchase from the sellers. However smisa's constitution and the law make it impossible for a few committee members to promise away 1300 members subscriptions without their approval. It would never stand up in court, you cant force a group to give you someone elses money.

what is the point of being a smisa member when the committee continually go round the membership and do not properly inform consult or put ti the vote spending of tens of thousands of pounds? If it was a one off why is it happening again? Why dont the committee give all the facts to the members and seek their approval to procede? 

We all signed up to one member, one vote. Not to one committee and no vote!

a few points then:

1. if 50k shareholder agreement is in place and legally binding - is the issue that the membership are reminded and made fully aware of this?

2. any future proposed financial transaction over a certain value should be put to members in a vote?

3. clarification on delegated authority and what would constitute emergency actions, taken in trust by the committee?

[buddiecat]

1 hour ago, smcc said:

The question then is how many of this 200, not the present 1300+, were aware of the agreement.

Couldn't honestly say how many knew, the negotiating group had approval from the members to conclude a deal on their behalf is the only answer you will get on that i'd think. So anyone putting their hand up to state they were aware of the facility from the outset are probably stating they knew after it was agreed most likely not before. The "rainy day" facility was mentioned at the SGM to approve the deal. It's the finer points of the facility that matter now and those have not been set as yet (period of facility,repayment terms,security on the loan etc.,) the deal would not have been concluded without agreement for the facility and during discussions on here before the deal was made it was fairly obvious that people were of the opinion that a "rainy day fund" should be in place and the financial expert from supporters direct had stated it was advisable to have such a facility. I know this is not a conclusive answer to your question, but one of the reasons i left the negotiating group in it's earliest days was because i could not completely understand all the financial components of the deal and took a dislike to the fact that my clubs future was hanging in the balance and being treated as secondary to what people wanted out of the deal. I'm now feeling the same about this discussion, so if you don't mind i will leave it at that and advise you to contact SMiSA for any further information you need.

Edited April 30, 2017 by buddiecat

[buddiecat]

15 minutes ago, garzo said:

a few points then:

1. if 50k shareholder agreement is in place and legally binding - is the issue that the membership are reminded and made fully aware of this?

2. any future proposed financial transaction over a certain value should be put to members in a vote?

3. clarification on delegated authority and what would constitute emergency actions, taken in trust by the committee?

All of the above.

[garzo]

11 minutes ago, buddiecat said:

Couldn't honestly say how many knew, the negotiating group had approval from the members to conclude a deal on their behalf is the only answer you will get on that i'd think. So anyone putting their hand up to state they were aware of the facility from the outset are probably stating they knew after it was agreed most likely not before. The "rainy day" facility was mentioned at the SGM to approve the deal. It's the finer points of the facility that matter now and those have not been set as yet (period of facility,repayment terms,security on the loan etc.,) the deal would not have been concluded without agreement for the facility and during discussions on here before the deal was made it was fairly obvious that people were of the opinion that a "rainy day fund" should be in place and the financial expert from supporters direct had stated it was advisable to have such a facility. I know this is not a conclusive answer to your question, but one of the reasons i left the negotiating group in it's earliest days was because i could not completely understand all the financial components of the deal and took a dislike to the fact that my clubs future was hanging in the balance and being treated as secondary to what people wanted out of the deal. I'm now feeling the same about this discussion, so if you don't mind i will leave it at that and advise you to contact SMiSA for any further information you need.

 

9 minutes ago, buddiecat said:

All of the above.

I'd say everything is order then, just a bit more clarity, communication and consultation,

Happy days :-)

[Lord Pityme]

3 hours ago, smcc said:

Can you tell me how many of today's SMISA members were members at the time when this agreement was reached?

About 200

[Lord Pityme]

1 hour ago, garzo said:

 

I'd say everything is order then, just a bit more clarity, communication and consultation,

Happy days :-)

Everything is in order?

the 1300 people whose money it actually is were not consulted about, and never made aware that the committee wanted to lend £65000.00 of their subscriptions they were promised would be ringfenced to buy and only to be made available to buy the majority shareholding in SMFC.

no one said during buy the buds..."we will be looking to lend your subscriptions, but not seek any security on that lending"

dont you think you shoud ask whose money it actually is what they want to do with it? And more importantly if you want to change completely the terms on which they signed up i.e. The subscriptions minus £2 per membership arre ringfenced and being held in an account for the sole purpose of buying the majority shareholding in the club.

to... we want to lend all you subscriptions out. 

[garzo]

13 minutes ago, Lord Pityme said:

Everything is in order?

the 1300 people whose money it actually is were not consulted about, and never made aware that the committee wanted to lend £65000.00 of their subscriptions they were promised would be ringfenced to buy and only to be made available to buy the majority shareholding in SMFC.

no one said during buy the buds..."we will be looking to lend your subscriptions, but not seek any security on that lending"

dont you think you shoud ask whose money it actually is what they want to do with it? And more importantly if you want to change completely the terms on which they signed up i.e. The subscriptions minus £2 per membership arre ringfenced and being held in an account for the sole purpose of buying the majority shareholding in the club.

to... we want to lend all you subscriptions out. 

Heres the context... I posted this just a few posts back.
I'd say if this is what may be considered a reasonable way forward then Yes - everything is in order!

a few points then:

1. if 50k shareholder agreement is in place and legally binding - is the issue that the membership are reminded and made fully aware of this?

2. any future proposed financial transaction over a certain value should be put to members in a vote?

3. clarification on delegated authority and what would constitute emergency actions, taken in trust by the committee?

 

 

[melmac]

How does a sub-committee get delegated powers to conclude a deal which includes granting a revolving credit agreement when their is no such power to lend contained in the constitution?

All i would say is, given this is a public forum, the committee better be 100% sure that what they've contracted to do was within their power as if the press get a sniff, things could get difficult. 

[garzo]

10 minutes ago, melmac said:

How does a sub-committee get delegated powers to conclude a deal which includes granting a revolving credit agreement when their is no such power to lend contained in the constitution?

All i would say is, given this is a public forum, the committee better be 100% sure that what they've contracted to do was within their power as if the press get a sniff, things could get difficult. 

Here's what I'm aware of & my understanding  

Delegated authority for shareholders agreement agreed at a members meeting before deal to purchase negotiated. 

Premium member subscription  specifically made note of "top up" fund. 

Constitution allows committee to act in interests and behalf of members using powers noted under clauses that say as much. 

There are some confidential items that should remain in confidence. 

It was noted & agreed at AGM to clarify as noted in my post above. 

I trust everything has been done with due process & in our interests. 

[Guest TPAFKATS]

Exactly! Why is it only smisa members contributing to a rainy day fund?

If that's the case, then would it be fair to say that these are non shareholders who are potentially putting up short term(?) cash flow?

[Lord Pityme]

1 hour ago, garzo said:

Here's what I'm aware of & my understanding  

Delegated authority for shareholders agreement agreed at a members meeting before deal to purchase negotiated. 

Premium member subscription  specifically made note of "top up" fund. 

Constitution allows committee to act in interests and behalf of members using powers noted under clauses that say as much. 

There are some confidential items that should remain in confidence. 

It was noted & agreed at AGM to clarify as noted in my post above. 

I trust everything has been done with due process & in our interests. 

The premium members subscriptions as confirmed at the agm went to paying the selling consortiums deposit. The £50k is coming out of the £12/£25 members pot, and they were never informed, consulted with or indeed ever made aware that £50k of their subscriptions was been made available to the club.

they were told £2 goes into the discretionary fund pot, the rest is ringfenced to buy the majority shareholding in SMFC. 

Why do you think the committee freaked and shutdiwn the AGM?

[Lord Pityme]

1 hour ago, melmac said:

How does a sub-committee get delegated powers to conclude a deal which includes granting a revolving credit agreement when their is no such power to lend contained in the constitution?

All i would say is, given this is a public forum, the committee better be 100% sure that what they've contracted to do was within their power as if the press get a sniff, things could get difficult. 

The media are already aware.

[melmac]

Oh dear.

Sent from my Q102A-8X using Black and White Army mobile app

[TsuMirren]

The premium members subscriptions as confirmed at the agm went to paying the selling consortiums deposit. The £50k is coming out of the £12/£25 members pot, and they were never informed, consulted with or indeed ever made aware that £50k of their subscriptions was been made available to the club.
they were told £2 goes into the discretionary fund pot, the rest is ringfenced to buy the majority shareholding in SMFC. 
Why do you think the committee freaked and shutdiwn the AGM?

From my recollection, all questions were answered. Everyone who put a hand up had a chance to ask their question. You asked a three point question and tried to cut off the person giving the answer, which led to you rightfully being asked to wait. Even when the 50K was explained fully there was no sea of hands, no booing, no throwing of rotten fruit, no walkout and no heckling. The AGM was shutdown because nobody was throwing their hands up and it appeared like the majority in the room were happy for the meeting to be concluded. Andrew Jenkins from Supporters Direct was there, the perfect opportunity for anyone to ask him about legalities and even how the model rules were pieced together, yet he didn't need to answer anything. Gordon was also there, perfect opportunity for anyone to take him to task, and he only had to answer and cover some basic points.

The only people who know how the meeting actually went are those who attended. If any attendee felt they didn't have their questions answered then they can email it in. If anyone else has a question then they too can email it in.