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Post by Tilly's Thighs on Jan 25, 2023 15:13:53 GMT
I am probably a bit out of the loop with this, but I thought that two people had been elected to be Fans' Directors on the Board? Reading the Articles of Association, it sounds like a very restricted role, which can only be carried out by one person (I had assumed that maybe the 2 Fans' Directors alternated their attendance at Board meetings).
24. Supporters' Appointee
24.1 The Bristol Rovers Supporters Club ("the Supporters Club") acting by its officers or a majority of them shall be entitled to nominate in writing given to the Board one person to be an associate director of the Company (the "Supporters' Appointee"). Any person so nominated shall remain as the Supporters' Appointee until removed from office by written notice served on the Board. Any person in respect of whom such notice shall forthwith cease to be the Supporters' Appointee.
24.2 The Supporters' Appointee shall be invited to attend up to two board meetings in every 12 month period.
24.3 The Supporters' Appointee shall be entitled to receive notice of all board meetings and shall, subject to article 24.4be entitled to attend, but not vote there at. The Supporters' Appointee shall not count in any quorum at a directors' meeting. Any failure by the Board to give notice of a meeting of the Board shall not invalidate any business considered or undertaken at any such meeting.
24.4 The Board shall be entitled to exclude the Supporters' Appointee from any meeting of the Board without assigning any reason therefor.
24.5 The Supporters' Appointee shall not be an employee of the Company and shall not be entitled to any remuneration. Subject to the approval of the Board, the Supporters' Appointee may be paid reasonable out of pocket expenses incurred in the undertaking of the role of Supporters' Appointee.
24.6 The Supporters' Appointee shall not be entitled to bind the Company or conclude any contract or other commitment on its behalf
24.7 The Supporters' Appointee shall vacate his or her office if any of the events set out in article 4.5, or if he or she gives written notice to the Board of his or her wish to terminate his or her appointment as Supporters' Appointee.
24.8 In the event that the Supporters' Appointee shall undertake any act contrary, in the reasonable opinion of the Board, to the aims of the Company, the Board shall be entitled to suspend the operation of this article 24.8 for such period as they shall see fit by written notice served on the Supporters Club.
24.9 The Supporters' Appointee shall not be entitled to appoint any alternate to attend any meeting of the Board on his or her behalf.
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Post by Deleted on Jan 25, 2023 16:44:29 GMT
I am probably a bit out of the loop with this, but I thought that two people had been elected to be Fans' Directors on the Board? Reading the Articles of Association, it sounds like a very restricted role, which can only be carried out by one person (I had assumed that maybe the 2 Fans' Directors alternated their attendance at Board meetings). 24. Supporters' Appointee24.1 The Bristol Rovers Supporters Club ("the Supporters Club") acting by its officers or a majority of them shall be entitled to nominate in writing given to the Board one person to be an associate director of the Company (the "Supporters' Appointee"). Any person so nominated shall remain as the Supporters' Appointee until removed from office by written notice served on the Board. Any person in respect of whom such notice shall forthwith cease to be the Supporters' Appointee. 24.2 The Supporters' Appointee shall be invited to attend up to two board meetings in every 12 month period.
24.3 The Supporters' Appointee shall be entitled to receive notice of all board meetings and shall, subject to article 24.4be entitled to attend, but not vote there at. The Supporters' Appointee shall not count in any quorum at a directors' meeting. Any failure by the Board to give notice of a meeting of the Board shall not invalidate any business considered or undertaken at any such meeting. 24.4 The Board shall be entitled to exclude the Supporters' Appointee from any meeting of the Board without assigning any reason therefor.24.5 The Supporters' Appointee shall not be an employee of the Company and shall not be entitled to any remuneration. Subject to the approval of the Board, the Supporters' Appointee may be paid reasonable out of pocket expenses incurred in the undertaking of the role of Supporters' Appointee. 24.6 The Supporters' Appointee shall not be entitled to bind the Company or conclude any contract or other commitment on its behalf 24.7 The Supporters' Appointee shall vacate his or her office if any of the events set out in article 4.5, or if he or she gives written notice to the Board of his or her wish to terminate his or her appointment as Supporters' Appointee. 24.8 In the event that the Supporters' Appointee shall undertake any act contrary, in the reasonable opinion of the Board, to the aims of the Company, the Board shall be entitled to suspend the operation of this article 24.8 for such period as they shall see fit by written notice served on the Supporters Club. 24.9 The Supporters' Appointee shall not be entitled to appoint any alternate to attend any meeting of the Board on his or her behalf.It looks like the Supporters Clubs constitution is out of date as the Share Scheme agreement permits the SC to have TWO full directors elected to the board. I seem to recall after the Masters etc fall out the new regime of the SC agreed to there being only one position which was to be shared. It looks like the SC constitution needs updating. |
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Post by Deleted on Jan 25, 2023 16:56:38 GMT
From the Share Scheme Agreement:
5. Further Undertakings
5.1 The Company undertakes with BRSC following execution of this Agreement to appoint and maintain in office one director (“the First BRSC Director”) nominated in writing by BRSC as a director of the Company.
5.2 The Company undertakes with BRSC that on BRSC subscribing for, and being allotted, on the terms of this Agreement 20,000 Subscription Shares BRSC shall be entitled to appoint one observer (“the Associate Director”) to attend, at the discretion of the chairman of the Company, but not vote at, meetings of the Board of the Company.
5.3 The Company undertakes on BRSC subscribing for, and being allotted, on the terms of this Agreement 200,000 Subscription Shares to appoint and maintain in office a second director (“the Second BRSC Director”) nominated in writing by BRSC as a director of the Company, in substitution for the right to appoint an Associate Director pursuant to clause 5.2.
5.4 BRSC shall be entitled at any time to remove and replace any Director appointed by it pursuant to clauses 5.1 and 5.3 above by written notice to the Company.
5.5 The appointment of the First BRSC Director, Second BRSC Director and Associate Director shall be subject to the consent by the Company to the identity of the relevant appointee and the Articles.
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Post by o2o2bo2ba on Jan 25, 2023 17:01:10 GMT
Maybe that's why we have no apparent direction...?
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Post by DrFaustus on Jan 25, 2023 17:23:08 GMT
No direction? Since when did the old boys/Supporters Club ever have any direction?
Hardly think not having Masters and Seymour Smith on the board has made any difference.
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Post by fintanstack on Jan 25, 2023 17:24:56 GMT
No direction? Since when did the old boys/Supporters Club ever have any direction? Hardly think not having Masters and Seymour Smith on the board has made any difference. Leaks have stopped. |
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Post by DrFaustus on Jan 25, 2023 17:27:25 GMT
No direction? Since when did the old boys/Supporters Club ever have any direction? Hardly think not having Masters and Seymour Smith on the board has made any difference. Leaks have stopped. Good shout. There's one improvement already. |
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Post by possetgas on Jan 25, 2023 17:45:45 GMT
I am probably a bit out of the loop with this, but I thought that two people had been elected to be Fans' Directors on the Board? Reading the Articles of Association, it sounds like a very restricted role, which can only be carried out by one person (I had assumed that maybe the 2 Fans' Directors alternated their attendance at Board meetings). 24. Supporters' Appointee24.1 The Bristol Rovers Supporters Club ("the Supporters Club") acting by its officers or a majority of them shall be entitled to nominate in writing given to the Board one person to be an associate director of the Company (the "Supporters' Appointee"). Any person so nominated shall remain as the Supporters' Appointee until removed from office by written notice served on the Board. Any person in respect of whom such notice shall forthwith cease to be the Supporters' Appointee. 24.2 The Supporters' Appointee shall be invited to attend up to two board meetings in every 12 month period.
24.3 The Supporters' Appointee shall be entitled to receive notice of all board meetings and shall, subject to article 24.4be entitled to attend, but not vote there at. The Supporters' Appointee shall not count in any quorum at a directors' meeting. Any failure by the Board to give notice of a meeting of the Board shall not invalidate any business considered or undertaken at any such meeting. 24.4 The Board shall be entitled to exclude the Supporters' Appointee from any meeting of the Board without assigning any reason therefor.24.5 The Supporters' Appointee shall not be an employee of the Company and shall not be entitled to any remuneration. Subject to the approval of the Board, the Supporters' Appointee may be paid reasonable out of pocket expenses incurred in the undertaking of the role of Supporters' Appointee. 24.6 The Supporters' Appointee shall not be entitled to bind the Company or conclude any contract or other commitment on its behalf 24.7 The Supporters' Appointee shall vacate his or her office if any of the events set out in article 4.5, or if he or she gives written notice to the Board of his or her wish to terminate his or her appointment as Supporters' Appointee. 24.8 In the event that the Supporters' Appointee shall undertake any act contrary, in the reasonable opinion of the Board, to the aims of the Company, the Board shall be entitled to suspend the operation of this article 24.8 for such period as they shall see fit by written notice served on the Supporters Club. 24.9 The Supporters' Appointee shall not be entitled to appoint any alternate to attend any meeting of the Board on his or her behalf.It looks like the Supporters Clubs constitution is out of date as the Share Scheme agreement permits the SC to have TWO full directors elected to the board. I seem to recall after the Masters etc fall out the new regime of the SC agreed to there being only one position which was to be shared. It looks like the SC constitution needs updating. I believe this is an extract from 1883's Articles. |
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Post by Deleted on Jan 25, 2023 17:58:06 GMT
It looks like the Supporters Clubs constitution is out of date as the Share Scheme agreement permits the SC to have TWO full directors elected to the board. I seem to recall after the Masters etc fall out the new regime of the SC agreed to there being only one position which was to be shared. It looks like the SC constitution needs updating. I believe this is an extract from 1883's Articles. Thanks. That might be easier to correct then. |
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yattongas
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Post by yattongas on Jan 25, 2023 18:08:47 GMT
No direction? Since when did the old boys/Supporters Club ever have any direction? Hardly think not having Masters and Seymour Smith on the board has made any difference. Leaks have stopped. That’s only because I’ve yet to divulge my very tasty bit of news … |
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Post by herbertblake on Jan 25, 2023 18:24:05 GMT
That’s only because I’ve yet to divulge my very tasty bit of news … The Yatton massive are going to invest in BRFC 1883 I presume? |
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Post by kentgas on Jan 25, 2023 19:07:54 GMT
More to the point, have we had any feedback from the Fans’ Director(s)?
Sure it was reported that Board Meetings had been attended but not seen anything apart from them being warmly welcomed by the Board.
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Post by Topper Gas on Jan 25, 2023 19:16:14 GMT
I've no idea what the answer is but are the FD's under any obligation to give feedback to anybody but the SC Directors?
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Post by Tilly's Thighs on Jan 25, 2023 19:19:56 GMT
I believe this is an extract from 1883's Articles. Thanks. That might be easier to correct then. This is what it says on the first page of the document, so I presume that they are up to date:- ARTICLES OF ASSOCIATION OF BRISTOL ROVERS (1883) LIMITED (Adopted by a special resolution passed on 2023) |
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Post by mftc on Jan 25, 2023 20:29:22 GMT
As always seems to be a fans with a lot of time on their hands.
Maybe you can join the SC and make use of that time to help it (and the football club) to become the sort of club you dream it can be?
No thought not, easier to moan, complain and criticize innit.
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Post by Deleted on Jan 25, 2023 20:37:58 GMT
Thanks. That might be easier to correct then. This is what it says on the first page of the document, so I presume that they are up to date:- ARTICLES OF ASSOCIATION OF BRISTOL ROVERS (1883) LIMITED (Adopted by a special resolution passed on 2023) One for the Company Secretary to sort out then but it is at odds with the Share Scheme Agreement which is a legal agreement. Perhaps time to end the SS agreement as its aims failed and actually caused conflict with the last SC Directors. Wael covers the losses now so time to move on. |
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Post by The Equaliser on Jan 25, 2023 21:01:39 GMT
As always seems to be a fans with a lot of time on their hands. Maybe you can join the SC and make use of that time to help it (and the football club) to become the sort of club you dream it can be? No thought not, easier to moan, complain and criticize innit. How ironic. You moan, complain and criticise our owner at every opportunity. |
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Post by Tilly's Thighs on Jan 25, 2023 21:48:02 GMT
As always seems to be a fans with a lot of time on their hands. Maybe you can join the SC and make use of that time to help it (and the football club) to become the sort of club you dream it can be? No thought not, easier to moan, complain and criticize innit. Is this aimed at me? |
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Post by playtowin on Jan 26, 2023 10:08:52 GMT
I guess the converting debt into shares just waters down the SC share holding value in numbers.
For the SC to really have any sway it would need to raise a couple of million a year to invest in the club.
The fans directors probably only get to attend meetings where the stadium issue is not on the agenda.
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Post by Kingswood Polak on Jan 26, 2023 16:27:47 GMT
No direction? Since when did the old boys/Supporters Club ever have any direction? Hardly think not having Masters and Seymour Smith on the board has made any difference. They were also hobbled and often not invited to meetings. BSS was very honest and would say what he had tried but failed at and it’s small wonder he gave up, i do ot know Masters so cannot comment but BSS was a great guy and always accessible |
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