Bostin' Bull Reflects on last nights HUST's meeting. In particular he would like to more about the articles of association of the proposed new club, Hereford FC.
Thank
you for hosting the open meeting at the Welsh Club last night. It was a
good opportunity to meet the lead people in Hereford FC and be able to
ask them questions. There was an excellent turnout that bodes well for
the future. Your plan has motivation, money, and a wide variety of
skills coming from true supporters of the club. It has every chance of
seeing us rise through the leagues. Well done. There are, however, a
number of important points I wish to raise with you.
Whilst some fans just want
to go back and watch a match on a Saturday and have little concern
about how the football club is operated there is also a significant
proportion of supporters whose first priority, at the moment, is setting
up the club in such a way that it is protected from ever falling into
the hands of toxic owners. I understand that you feel that way too. As
explained at the meeting the way of protecting the club is through its
articles of association. As Mr Eynon pointed out last night the
Articles can say whatever we want them to. What an opportunity. A
blank piece of paper subject to company law.
From
the comments made at the meeting I realise that you are unlikely to go
ahead with this suggestion but it would be really helpful if a draft
copy of the Articles could be made available ahead of next weeks vote.
If this cannot happen then we need more details on what the Articles are
going to say regarding shareholder power. Much is being made of how
HUST can stop the club falling into the wrong hands through its shares
but many people are not sure, or simply not taking for granted, how this
will work without seeing something in black and white. It would really
do the world of good to the Hale/HUST partnership if more information
can be released prior to the vote.
In
particular it would be really helpful if it could be made public
knowledge, prior to next weeks vote, what the Articles are going to say
and what percentage of the shareholder vote, is required (if any)
regarding:
Appointing the Board
Removal of Board Members
Expanding or reducing the size of the Board
Approving new share issues in the first five years and after that
Approving directors loans
Adopt, alter or revoke the company's Articles
Approving or rejecting share transfers
To approve a special resolution
To approve a major transaction
Any other important matter that may require an ordinary or special resolution
Critical
to this is will HUST have full 50% voting rights from day 1 for
shareholder decisions? Or will they simply have as much say as the
number of shares they own?
The FAQs released
this week say that £1m of share capital in Hereford FC will be created.
With 500,000 £1 shares initially released. 250,000 shares exclusively
reserved for HUST for three years. The concern of many is that HUSTs
shareholding (and thus say) could be diluted over time by further share
issues. How will this be protected against? What if 3 years expires
and a substantial number of HUST shares remain unsold? Will the Board
seek to sell unsold HUST shares on the open market? To be honest this
isn't a concern with you Mr Hale, it is a concern for the future.
I
would also suggest that the Articles contain an incentive to HUST to
appoint a fourth board member should they reach the magic 50% share
holding. This will do several things:
1. Show that HALE/HUST is a true partnership.
2.
Provide an incentive for fans to dip into their own pockets and buy up
the necessary shares. Injecting large amounts of capital into the
company along the way.
3. Show that the secret benefactors
aren't just trying to control the club themselves through Hale and his
team (some people are suggesting this, lets nip it in the bud).
4.
Show that Mr Hale has listened to and worked to alleviate supporter
fears rather than calmly explaining the rationale of his proposal but
sticking to the agenda agreed between his team and the benefactors.
This is leaving some supporters feeling nervous. Maybe not for the Hale
tenure, as there is a clear team ethos already established, but for 10
or 20 years down the line when personalities have changed. This is what
concerns supporters most.
I had a good private
chat with Mr Enyon regarding the clubs governance at the meeting but
the contents of our conversation could really have done with everyone
listening. I appreciate some supporters may find this painfully boring
but the devil is the detail and all the detail is in the Articles.
Without this detail some supporters, including myself, feel unable to
make an informed decision ahead of next weeks vote. Others will no
doubt vote for the new club regardless but many people want to be sure.
This doesn't mean we don't support Hereford FC; rather we have been
bitten and we are twice shy. Please do what you can to get more
information into the public domain on this important issue. If this
means delaying the public vote then I am sure fans will support you.
They want, as much as you, for Hereford FC to succeed.
Finally,
the numbers of people on the Board and provisions in the Articles of
Association are the only real contentious issues in your plan. If you
do something about this then I imagine 99% of HUST Members will vote for
your plan. Please do what you can to take everyone into Hereford FC
completely United. At the moment we're not quite there.