Save Smisa

[melmac]

4 hours ago, TsuMirren said:

http://smisa.net/news-archive/5-general-smisa-news/188-sgm-mar16

Problem being that certain aspects of the deal changed, certain aspects may well even have been confidential. Do you then step out and look for a vote on each re-negotiated aspect, thus being limited a little during discussions as you go back and forth, or do you take the member given authority to "approve the terms of the joint Gordon Scott/SMISA conditional offer to the consortium for the majority shareholding of St Mirren, and authorise the SMISA committee to formalise that offer" as license to have some room during negotiations so long as you don't breach the constitution or legislation. One other key aspect of it all is that Supporters Direct were part of the negotiations and have subsequently stated that SMISA did nothing wrong.

The AGM update does give a good account, members are more than welcome to contact SMISA and ask further questions. As always, individuals will have one view and eventually there's really nothing anyone can do about that. That's the same in any line of work or aspect of life. Meanwhile the SMISA Committee will work away on various things and look to push everything forward. One example being last nights meeting with Street Stuff and the Council on how SMISA can work with everyone in the community. Another example being taking suggestions from the forum, email contact and other avenues on board in order to research them and try bringing options for votes.

Personally, I'm not going to get bogged down on the specifics of the deal as overall I'm comfortable with it and comfortable that the SMISA members can trust the committee to work for them. None of us are looking for lavish praise, but on the flip side there does come a time when you clock out and have a personal life. 

Unfortunately Kenny, that's what you need to do when negotiating contracts - the deal changes, you take stock - are the changes de minimis or are they substantive which may have a financial impact; weigh up the pro's / con's of the changes; advise your client (in this case, the smisa committee / board and then possibly the membership), take instructions and then go back to the negotiating table. Breenge on and conclude the contract at all costs should not have been an option.

Kenny, you've been good at coming back on these points, are you able to show me in the rules / constitution where it states smisa can loan money. If you want to do it by PM, no problem, I'm happy to be proved wrong.

[slapsalmon]

3 hours ago, melmac said:

Unfortunately Kenny, that's what you need to do when negotiating contracts - the deal changes, you take stock - are the changes de minimis or are they substantive which may have a financial impact; weigh up the pro's / con's of the changes; advise your client (in this case, the smisa committee / board and then possibly the membership), take instructions and then go back to the negotiating table. Breenge on and conclude the contract at all costs should not have been an option.

Kenny, you've been good at coming back on these points, are you able to show me in the rules / constitution where it states smisa can loan money. If you want to do it by PM, no problem, I'm happy to be proved wrong.

Is he even on the committee yet or just attending meetings?

[TsuMirren]

Is he even on the committee yet or just attending meetings?

I was elected at the AGM.

[pozbaird]

Just now, TsuMirren said:

 

I was elected at the AGM.

 

 

Were you a protest vote against the SNP and the spectre of Indy2, Indy3, and Indy4? 

[dave.j]

LPM. Did you ask for the Chairs introduction of you, ahead of your question, be minuted?

I would assume you would be making a formal complaint to the Secretary?

[billyg]

2 hours ago, dave.j said:

LPM. Did you ask for the Chairs introduction of you, ahead of your question, be minuted?

I would assume you would be making a formal complaint to the Secretary?

Dave , while you're here , another for your list , George O'Neil , had a brief spell as Thistle captain in the 60s , played with the Saints in the 70s !

[Callum Gilhooley]

2 hours ago, dave.j said:

LPM. Did you ask for the Chairs introduction of you, ahead of your question, be minuted?

I would assume you would be making a formal complaint to the Secretary?

Dave , while your here...... update teamer mate .

[melmac]

Has a Minute of the AGM been made available yet with a note of those who were in attendance?

[melmac]

Disappointing. A briefing doesn't cut it. Was their a extraordinary resolution to alter the rules / constitution? Did at least 75% of those at the agm approve it? Why am i having to ask these questions?

[Lord Pityme]

1 hour ago, melmac said:

Disappointing. A briefing doesn't cut it. Was their a extraordinary resolution to alter the rules / constitution? Did at least 75% of those at the agm approve it? Why am i having to ask these questions?

Try asking them at the AGM? I am sure the committee will be only too happy to ans... Doh!

[buddiecat]

5 hours ago, melmac said:

Disappointing. A briefing doesn't cut it. Was their a extraordinary resolution to alter the rules / constitution? Did at least 75% of those at the agm approve it? Why am i having to ask these questions?

Changes to the constitution were proposed and seconded, their was no show of hands for the changes.

[faraway saint]

6 hours ago, melmac said:

Disappointing. A briefing doesn't cut it. Was their a extraordinary resolution to alter the rules / constitution? Did at least 75% of those at the agm approve it? Why am i having to ask these questions?

Because you're not in the inner circle.

Astounding there are no "minutes" as It's plainly clear the vast majority of members were not in attendance.

[melmac]

If that's correct, its very alarming and really needs to stop. The board still seem to be acting like their a wee organisation with no one to answer to and can do what they want.

And I wondered why no Minutes were being distributed.

Any board member care to comment or post where I find the "we can do what we want" clause from the constitution?

[melmac]

RESOLUTIONS
49. Decisions at general meetings shall be made by passing resolutions:
49.1. The following decisions must be made by extraordinary resolution:
49.1.1. Any amendment to the Society's Rules;
49.1.2. The decision to wind up the Society.
49.2. Save as otherwise provided by these Rules all other decisions shall be made by
ordinary resolution.
50. An extraordinary resolution is one passed by a majority of not less than 75% of votes cast at
a general meeting and an ordinary resolution is one passed by a simple majority of votes
cast.

[Kombibuddie]

what do you know about minutes (of meetings, AGM's EGM's & the like)

What's a reasonable timeframe to get minutes distributed to the membership after a meeting has been held? For folk like myself, that live outside Scotland who cannot attend meetings copies of the minutes is a valuable source of information.

I agree with Melmac, a briefing does not cut it, especially when a member/members have asked for minutes to be distributed.

[Kombibuddie]

I think it is fair to say, minutes should & must be distributed to the membership.

Tsumirren,
This is one for you now as (to me), you are the only SMISA BoD responding on the SMISA board.

2 weeks ago, i emailed webmaster@smisa requesting the agm minutes be emailed to me. No acknowledgement at all & that is not good enough.

I would appreciate if you could ask SMISA & respond on here regarding the distribution of minutes from the AGM & all othe SMISA meetings. Thanks.

[melmac]

I think it would be fair to say that the majority of the membership would agree / approve of the things smisa do and are trying to achieve, so long as it is, where appropriate, carried out in the correct manner with the memberships consultation and backing.

What i see are echoes of the old board, just give us your money, don't ask any questions and we'll do what we want.

[TsuMirren]

4 hours ago, melmac said:

I think it would be fair to say that the majority of the membership would agree / approve of the things smisa do and are trying to achieve, so long as it is, where appropriate, carried out in the correct manner with the memberships consultation and backing.

What i see are echoes of the old board, just give us your money, don't ask any questions and we'll do what we want.

You know Neil, I bow to your legal knowledge and have asked questions. I'll also pick up the question of minutes, again. As for the claims of doing what they want, overall I think they've acted responsibly. Discussions had at meetings should stay there, if you're unhappy about a decision after a vote then keep it there etc. If you ask the committee to go check with a stakeholder, you can't then suddenly start slating the stakeholder you suggested. Regarding the USH, the request came to us on December 5th. I've had experience of project managing intervention projects and Tony Dorris, who was still on the board at the time, has been a QS. It was obvious that there was a high risk the work wouldn't be completed, in all honesty the order should have been in early November at the very least, and as such to give the best chance of that risk being mitigated the decision was taken to provide a loan. The loan payments have been been to date and I'd presume that will continue until payment is complete. That, we all hope, will be very much a one off.

Personally, I think it's unfair to claim the committee are just doing what they want. I've had issues with some things, but the discussions were had and that's pretty much how it'll work going forward. At the moment, there's some good ideas for vote options going forward and perhaps there are some poor ones (the majority will decide). But, if you want to ensure that everyone gets a say can you really take exception to not getting your way or the way of three or four people you talk to. I don't think so, I don't think that's how engaging with around 1,300 members works. I think it's about the committee talking to the club, liaising with members, inviting proposals from community groups, coming to a majority decision and then putting that to members for a vote. Alongside that you will have activity that the committee will need to take on and make a decision on. If members want to get involved then they can do. That's in no way a "you never put yourself forward, so shut it", it's just me stating that each of the 1,300 can get as involved as they want. A lot already have by paying money, others will be happy to read updates and vote then you'll have other levels of involvement from there.

[Vambo57]

7 hours ago, cockles1987 said:

 

From what I know of constitutions.

If there's no objection to the proposal regarding the changes to the constitution, no vote would be required as it would be taken it was unanimously accepted.

 

Then, after the proposals,it should have been announced "any objections" by the Chair and if there was, then on to the vote I do not recall this happening.  Minutes would have refreshed my memory

 FWIW, I am sure if there was any vote,it would have been passed, but I found a few of the proceedings strange.

As for Minutes, I believe they should be detailed and they should be provided at least for the AGM asap.  Is there an issue with this?

Minutes of SMiSA Board meetings may not be minuted, but perhaps they should?  They don't have to be detailed. That way members can see what is being discussed.  It may also flag up if there are Board members who are continually blocking'promoting certain issues.

Just my Tuppence worth.

[melmac]

Kenny

There is not so much legal knowledge required here, it’s just reading a set of rules.This is not anything about anybody getting their own way, it’s about those with the responsibility exercising their power in the correct manner and doing things properly in accordance with the Constitution / Rules. That's not really much to ask, you know, the basics.

Once you start doing that, there is a platform to move on from.

I had a wee while back, if I recall correctly, offered to pay for board members to speak with a recognised charity expert in my firm re governance because I want to see smisa succeed. He has 30 plus years’ experience of dealing with I & P companies / legislation / constitutions / rules etc. As there was no take up, I suspect the offer was declined. Gift horse and all that.

[buddiecat]

12 hours ago, melmac said:

If that's correct, its very alarming and really needs to stop. The board still seem to be acting like their a wee organisation with no one to answer to and can do what they want.

And I wondered why no Minutes were being distributed.

Any board member care to comment or post where I find the "we can do what we want" clause from the constitution?

It's actually the former negotiating team (MFR group) within the board who do the communications and have along with others made changes to the constitution, one reason why i left the board is, that group are almost guaranteed to get everything they propose passed at board meetings e.g. when 5 of us agreed that the £50k facility should be be made public before the AGM i thought there was a chance to finally get a vote through which gave more clarity to the members, the MFR group said it could be handled better at the AGM, 2 of the 5 who wanted it known earlier then changed their minds and it was voted down.

The best way to get an answer to your "we can do what we want" question is to email [email protected]

[melmac]

I think you've answered it, a cabal if you like.

[buddiecat]

13 hours ago, melmac said:

If that's correct, its very alarming and really needs to stop. The board still seem to be acting like their a wee organisation with no one to answer to and can do what they want.

And I wondered why no Minutes were being distributed.

Any board member care to comment or post where I find the "we can do what we want" clause from the constitution?

There is a clause in the constitution which is used as a "catch all"  - 106 as below - and a new clause is to be added which states the society "will aid and contribute towards a succesful Saint Mirren" maybe not the exact words, i feel this is another catch all which could be used to contribute towards anything the club needs help with, i can see no other reason for it being added. The existing clause and the new clause will be pointed out as being accepted at the AGM and note that neither say there is a need to,or not to, consult the membership when the board make decisions based on these clauses. That might be the answer to your "we can do what we like" question.

Don't get me wrong though, i know that all the members of the board work extremely hard on our behalf and all done in their own time without pay. And all are very good at what they do. It is the communication side which is at fault, because there is a desire to keep contentious issues to the last minute, thereby affording as little time as possible for members to digest the information and sometimes a desire to not divulge information at all. There is also a degree of media type spin used in what is communicated.

Just be open and honest and publish meeting minutes or even the subject points and outcomes of those.

I had hoped that people, who are now posting on here about the rights and wrongs of the board, would have come forward to apply to join the board, nobody did and that means another year of the same.

106.

Anything done in good faith by any meeting of the Society Board

shall be valid, notwithstanding

that it is afterwards discovered that there was any defect in the appointment of any board

member or board members or that any one or more of them were disqualified and shall be

as

valid as if every board member had been duly appointed and was duly qualified to serve.

 

[melmac]

The style constitution as provided by SD is only that, a style, it needs to be bespoke for each organisation.

Catch all clauses should be replaced with particular clauses saying what you want to be able to do - if you want lend, just say that.

Clause 106 only relates to board meetings and not decisions made at special / general meetings or agm's. Its all very well proposing resolutions x, y or z in an agenda but if you don't comply with your own constitution / rules and have a vote (hands in the air stuff) on the resolutions and follow the voting requirements for passing the resolutions, then whats the point.

[TsuMirren]

The style constitution as provided by SD is only that, a style, it needs to be bespoke for each organisation.
Catch all clauses should be replaced with particular clauses saying what you want to be able to do - if you want lend, just say that.
Clause 106 only relates to board meetings and not decisions made at special / general meetings or agm's. Its all very well proposing resolutions x, y or z in an agenda but if you don't comply with your own constitution / rules and have a vote (hands in the air stuff) on the resolutions and follow the voting requirements for passing the resolutions, then whats the point.

As discussed in our PMs, clause 106 isn't the clause that the committee see as covering loans. With regards bespoke, Supporters Direct have seen our constitution, they know we've made a loan, know about the 50K rolling agreement and haven't advised SMISA to have a specific clause.