[Archived] Rovers Trust

[Paul]

I thought any transfer of shares had to be approved by the existing shareholders?

I'm not 100% on the legal niceties of this but basically the existing shareholder is able to transfer shares to the new shareholder when he/she wishes. The club is informed, various legal documents are completed and the change is registered at Companies House. At this point the new shareholder, Rovers Trust, is issued with a share certificate.

Shareholders are either private individuals or legal entities such as Rovers Trust which is a registered Community Benefit Society.

[Majiball]

Does being a shareholder give the trust any power?

[Paul]

It means we can attend the AGM and ask questions of the Board. It will also give us access to the accounts but that is available from Companies House.

The opportunity to attend the AGM is very important as it allows us to ask questions on behalf of the membership.

Don't forget everyone who is a Trust member owns a tiny fraction if the shares the Trust holds. Together we own a miniscule bit of Rovers.

[Reedy You're A Star]

Debatable that statement at the moment. The Action Group were donated shares before the start of last season.

Fair play. I hadn't seen that anywhere if it was reported, just the Trust. Can't hurt having two sets of supporters with an, albeit small, voice in the boardroom.

[RoverScot]

It means we can attend the AGM and ask questions of the Board. It will also give us access to the accounts but that is available from Companies House. The opportunity to attend the AGM is very important as it allows us to ask questions on behalf of the membership. Don't forget everyone who is a Trust member owns a tiny fraction if the shares the Trust holds. Together we own a miniscule bit of Rovers.

If Agnew and Shaw turn up(which they didn't last year as they were in India).

I've been wondering if there is an option in UK Company Law for a minority shareholder to call an EGM if they regard the majority shareholders to be acting improperly or have concerns about directors.

[Paul]

That is a very interesting question. Don't know the answer but its worth asking

[perthblue02]

If Agnew and Shaw turn up(which they didn't last year as they were in India).

I've been wondering if there is an option in UK Company Law for a minority shareholder to call an EGM if they regard the majority shareholders to be acting improperly or have concerns about directors.

Surely if that was possible somebody would have done it after the court fiasco, very surprised nobody reported it to the insolvency service etc regarding the actions of a "rogue" Director which by content of the court documents could be classed as serious misconduct

Edit:If this is right it requires 10% of the shareholding to request to Directors to call an EGM http://www.economic-truth.co.uk/?page_id=194

but regarding Majiball's point below, is Derek's gift to Berg a major loss of capital?

5. s142 of the Companies Act 1985 states that directors must call an EGM if the company suffers a major loss of capital.

[Majiball]

could an egm be called based on losing capital?

[RoverScot]

Minority shareholders can take derivative actions apparently. Its meant to protect shareholders against directors causing the company harm. So the minority shareholder would be acting in the name of the company so for example it would be Blackburn Rovers vs Derek Shaw with the Rovers Trust enforcing their minority shareholders rights as 'Blackburn Rovers.'

A derivative action will have many legal obstacles but I wonder if the severity of what is going on will help persuade a court to allow an action to be brought.

[perthblue02]

Minority shareholders can take derivative actions apparently. Its meant to protect shareholders against directors causing the company harm. So the minority shareholder would be acting in the name of the company so for example it would be Blackburn Rovers vs Derek Shaw with the Rovers Trust enforcing their minority shareholders rights as 'Blackburn Rovers.'

A derivative action will have many legal obstacles but I wonder if the severity of what is going on will help persuade a court to allow an action to be brought.

Hypothetical, but surely the first obstacle would be a majority percentage of the Trust membership voting for the trust to launch such an action wouldn't it? must admit not read through all the trust's legals, don't feel the need to as I trust it's intentions so there might be a clause where they can act on behalf of their membership without a need for a member vote in such a case. Wonder if Mrs D will give the trust 10% of the shares in BRFC as a good will gesture make things easier to question the man who "cheated" her ,at an EGM

[RoverScot]

I think the elected committee of the trust would be able to act on behalf of the trust without a vote but an interesting layer to consider.

Desai could sack Shaw now so it's from the failings of the majority shareholders to protect the companies interests that strengthens the case for the minority shareholders to act - in my opinion.

[John]

Any update on contact with Desai further to the letter or pointless asking....?

[TBTF]

Minority shareholders can take derivative actions apparently. Its meant to protect shareholders against directors causing the company harm. So the minority shareholder would be acting in the name of the company so for example it would be Blackburn Rovers vs Derek Shaw with the Rovers Trust enforcing their minority shareholders rights as 'Blackburn Rovers.'

A derivative action will have many legal obstacles but I wonder if the severity of what is going on will help persuade a court to allow an action to be brought.

What about trading whilst insolvent?? If this has been racking up at £2million a month and they have been wantonly squandering cash this is not in the best interests of the Club and the directors are in breach of their fiduciary duty and thus personally liable.

This is not a one off event its a process which needed urgent action a long time back but the clowns in charge probably don't know the rules.

That much i have gleaned from somebody with a far better understanding of Compnay matters than me-but that is as i understand it.

Can anybody confirm this to be right or wrong?

far be it from me to enjoy the prospect of these idiots being held personally liable for the demise of this Club.And it won't be Madam Witch or the brothers grimm who are held responsible cos they aren't directors-but delboy and rodney are!!!!

[Paul]

Any update on contact with Desai further to the letter or pointless asking....?

No reply to date.

[darrenrover]

No reply to date.

Plus ca change!!!

[Paul]

Supporters Direct call for owners to engage with the fans:

http://www.lancashiretelegraph.co.uk/sport/football/blackburn_rovers/news/10467783.Supporters_Direct_call_for_Blackburn_Rovers_owners_to_engage/?ref=eb

[CRIPTRON]

I have a couple of questions which i would like to ask regarding the Rovers Trust, its progress and its methods of progress.

There are now over 1,100 paid up members who have joined under the slogans of "Bringing Blackburn Rovers back to the Community" and "Your chance for Your voice to be heard".

These 1,100+ members have paid £1 to become shareholders, with the other £9 going to help fund the organisation. Which added to by the Sportsman Dinner, various donations, the sale of signed Simon Garner Photographs back in April 2012 at KGH and general merchandise lines, there has been over £10,000 generated to help the organisation work.

This then raises the question, for a £10 membership fee, we receive a £1 share certificate and "a voice" and the £9 remaining then goes to assist this voice being heard, so in the 8 months since launching, what has the trust done to help in "Bringing Blackburn Rovers back to the Community" Can someone give me examples of how the community has benefited out of these funds and this entity, and in particular who in the community has benefited?

I would also like to know what this £10 gives in terms of a voice? What do we get that we don't already get for free? I haven't seen any evidence of the Trust raising any concerns directly with the football club, where that voice hasn't just simply been ignored? And as a shareholder of the organisation for the £10, why are there no minutes of these meetings with the club other organisations where this "voice" is being heard? Why are there no minutes of internal meetings and why was there no minutes of the recent EGM?

It appears to me, that despite the membership base contributing over £11,000, the organisation hasn't progressed on bringing the club back to the community, this is being massively eclipsed by other organisations whom are operating on a shoe-string budget and don't ask anybody to pay anything for it, isn't it? Even worse the membership base which has contributed £11,000 for a voice, for an opinion and to be represented, is being ignored by the club and by the organisation. What pro-active meetings have the organisation held, who have they held them with, what was the members voice in those meetings? was it listened to? and why are there no detailed reports of them being relayed back?

Thanks

[mhead]

As a pledger I do not expect anything other than BRSIT to be ready in case of catastrophic events at Ewood or Pune.

The idea that BRSIT might have a surplus of a few thousand from the 10 pounds subscription is what I expect of them.

If 1100 people can only donate 10pounds then we are in deep trouble,with no 'safety net'. As I see it the membership fee is just a nominal amount to get more people linked to BRSIT -there must be a majority of them as 'pledgers' for us to stand any chance.

My pledge is a high multiple of 10 pounds and I expect no more than to have a part share in saving MY Club.

[Paul]

I'll do my best for you CRIPTRON, if it does not make things clear ask again and I'll give it another go. My initial thought is you may have misinterpreted the Trust's strap lines, let me explain. It's possible you view our aims differently from those we have published, I'll try to get that across as well

This then raises the question, for a £10 membership fee, we receive a £1 share certificate and "a voice" and the £9 remaining then goes to assist this voice being heard, so in the 8 months since launching, what has the trust done to help in "Bringing Blackburn Rovers back to the Community" Can someone give me examples of how the community has benefited out of these funds and this entity, and in particular who in the community has benefited?

The strap line "Bringing Blackburn Rovers Back to the Community" refers to the Trust's stated aim to return the club to the community through part or full ownership of the club. The intention is to bring the club back to its roots, the town of Blackburn, by gaining a % shareholding for fans. "We want our Rovers back" is a phrase I read almost daily here, is sung from the BBE and DE, and heard in conversation in pubs and clubs. This is what the strap line means, the funds raised are not intended to be put directly back into the community.

As a Community Benefit Society we are legally bound to charge for membership, the amount is at the Trust's discretion, but each member must buy a share in the Trust. Not to do so would put us in breach of CBS rules. The funds the membership fee raises are intended to cover administrative costs and create a fighting fund for the future; when the opportunity arrives to become shareholders money will be required, not just to buy shares but for legal advice, documentation etc. The Trust has not raised money from its membership under a slogan of wanting to put their money directly into the community, that would be a different project altogether. We are legally obliged to publish accounts annually to our members and will do so. The Steering Group, and now Committee, see monthly accounts showing the exact financial position.

How has the community benefited? Do you mean has the Trust been actively undertaking community work, perhaps running a junior football team or similar? If this is your question the answer is that is not the Trust's remit. Our sole intention is to obtain ownership of the club. However we believe the Trust has a role to play in the community and have been working on a project for several months. Work commitments mean I am not up to date with this, I haven't had much daily involvement for a couple of months, so I'm not sure what stage we are at. I'm not going to state what the project is, when we are ready an announcement will be made. Again though there have been several legal hoops to jump through not least receiving approval from HMRC - not a speedy exercise. When the announcement is made it will be possible to answer your point "and in particular who in the community has benefited?"

I would also like to know what this £10 gives in terms of a voice? What do we get that we don't already get for free? I haven't seen any evidence of the Trust raising any concerns directly with the football club, where that voice hasn't just simply been ignored? And as a shareholder of the organisation for the £10, why are there no minutes of these meetings with the club other organisations where this "voice" is being heard? Why are there no minutes of internal meetings and why was there no minutes of the recent EGM?

"Your Chance for Your Voice to be Heard" refers to the Trust aim to achieve supporter representation at Board level. Simply we want one or more fans on the Rovers board - that is the chance for your voice to be heard. Again it is not the Trust's remit to raise fans concerns directly with the football club, the Fans Forum is, in my personal view, the vehicle for such needs. The Trust has met with Derek Shaw a number of times to discuss our wish for direct contact with the owners, the outcome of that has been circulated to the membership and discussed on BRFCS. The club can't ignore our voice because we are not asking the club for anything other than a line of communication which we got - Mrs Desai has yet to reply but we know she read our presentation. There are no minutes of meetings with the club because there have been no meetings of the type I think you refer to.

From an entirely personal view I'm not sure of the benefit of meetings with the club on matters of detail, fans complaints, concerns etc. It's clear the club is being micro-managed from India and all decisions have to be made by the owners resulting in the mess we see today. Under those circumstances one can talk all week with club representatives and make little progress. I admire those who continue to do so, it must be very frustrating.

There are minutes of every internal meeting the Trust holds - which is predominantly by conference call every Friday. These are not publicly circulated and there is no requirement for this. These minutes contain detail on our plans, intended actions etc. and it would not be wise to put them in the public domain. The Fans Forum on the other hand is holding meetings with the club to represent fans opinions to Rovers and should therefore, again in my opinion, publish minutes to inform the support.

As for minutes of the recent AGM? As I said before I'm not quite up to speed with everything due to work commitments - though I did today complete a major Trust project - but I'm sure the minutes will be published in due course. I'll email the secretary and ask him for you.

It appears to me, that despite the membership base contributing over £11,000, the organisation hasn't progressed on bringing the club back to the community, this is being massively eclipsed by other organisations whom are operating on a shoe-string budget and don't ask anybody to pay anything for it, isn't it?

This sentence is an opinion, yours, mine would be different. I believe we are moving towards bringing the club back to the community. With each day that passes we become more prepared. For example a full business plan is near completion detailing everything the Trust must do when the opportunity for purchase arrives. Look at Pompey, their Trust had to scramble around for months, we hope to be fully prepared to grasp the chance. We are learning today, before a crisis arises, what the Trust will be called upon to do. It isn't just a case of raising the cash.

A second example is the Trust is now a shareholder in the club. You can look us up on the official register at Companies House. Each Trust member now owns a tiny fraction of Rovers. As far as I am aware we are currently the only fans organisation able to attend the club AGM and question the directors.

Even worse the membership base which has contributed £11,000 for a voice, for an opinion and to be represented, is being ignored by the club and by the organisation. What pro-active meetings have the organisation held, who have they held them with, what was the members voice in those meetings? was it listened to? and why are there no detailed reports of them being relayed back?

I hope I have explained above but I will emphasise it again, none of the questions you ask, other than representation, in this sentence are in the Trust's remit. We seek representation at board level and continue to work for this. We have never promised it would arrive overnight - it could be tomorrow, it might be 12 months, who knows? If though we don't start one thing is sure, it will never happen.

I do have to take particular issue with this phrase "is being ignored..... by the organisation". I don't understand why you feel this is the case. I don't belong to any other Rovers fans organisation so I don't know how others operate. Rovers Trust produces a monthly newsletter for the membership and any important news is sent to the membership seperately. We deliberately avoid too frequent contact as we hope the membership will read the monthly newsletter without being bombarded with stuff every day. Far from ignoring the membership we are acutely aware of our responsibility to maintain communications with the members. If any member feels we are failing in this, is not receiving the newsletter, etc. please get in touch either publicly on here, privately by PM or email [email protected].

Hope this answers your concerns.

[Ozz]

Having got half way through a reply to the post from Criptron, I saw Paul had made one already! However, I can add the following.

The £9 left from membership fees is quickly dwindled by the cost of each membership pack-Badge, wristband, and distribution of the packs is not cheap.

We do have a relatively healthy back balance, but as Paul says this is needed to allow us to operate-The stalls we have had in The Mall have cost money, the leaflets we produce, the posters currently being made etc etc.

But one of the things Paul alluded to with regard to community work-A massive amount of our bank balance is earmarked for donating to local grass roots football clubs, as a charitable donation. We have been in regular contact with around a dozen local junior clubs with regard to donating money to them to help them with running costs, projects, ground improvements, kits etc. When all these donations are complete the money paid out will run into the £1,000s of pounds. So I would say this would certainly answer the question, "What has the trust done to help in Bringing Blackburn Rovers back to the Community".

[darrenrover]

I have a couple of questions which i would like to ask regarding the Rovers Trust, its progress and its methods of progress.[/size]

There are now over 1,100 paid up members who have joined under the slogans of "Bringing Blackburn Rovers back to the Community" and "Your chance for Your voice to be heard".

These 1,100+ members have paid £1 to become shareholders, with the other £9 going to help fund the organisation. Which added to by the Sportsman Dinner, various donations, the sale of signed Simon Garner Photographs back in April 2012 at KGH and general merchandise lines, there has been over £10,000 generated to help the organisation work.

This then raises the question, for a £10 membership fee, we receive a £1 share certificate and "a voice" and the £9 remaining then goes to assist this voice being heard, so in the 8 months since launching, what has the trust done to help in "Bringing Blackburn Rovers back to the Community" Can someone give me examples of how the community has benefited out of these funds and this entity, and in particular who in the community has benefited?

I would also like to know what this £10 gives in terms of a voice? What do we get that we don't already get for free? I haven't seen any evidence of the Trust raising any concerns directly with the football club, where that voice hasn't just simply been ignored? And as a shareholder of the organisation for the £10, why are there no minutes of these meetings with the club other organisations where this "voice" is being heard? Why are there no minutes of internal meetings and why was there no minutes of the recent EGM?

It appears to me, that despite the membership base contributing over £11,000, the organisation hasn't progressed on bringing the club back to the community, this is being massively eclipsed by other organisations whom are operating on a shoe-string budget and don't ask anybody to pay anything for it, isn't it? Even worse the membership base which has contributed £11,000 for a voice, for an opinion and to be represented, is being ignored by the club and by the organisation. What pro-active meetings have the organisation held, who have they held them with, what was the members voice in those meetings? was it listened to? and why are there no detailed reports of them being relayed back?

Thanks

A question for you Criptron.

You're a new poster on here with 10 historic posts but apparently a member for 12 months.

For all that has transpired since August 2012 when you first became a member, you only consider it appropriate to post antagonistic questions of any nature regarding the club now?

Sir (or to be politically correct perhaps Madame), I suspect you have an alternative agenda or an axe to grind so @#/? off.

If that is not the case, I apologise but at least justify your questioning and rationalise as to why!

For the record, I am a member of The Trust and have pledged. I am nothing to do with the infrastructure.

[Paul]

Good to hear Anthony is making so much progress on this side if things. I hadn't appreciated he'd got that far. I must give up working, far too distracting!!

[Stuart]

A question for you Criptron.

You're a new poster on here with 10 historic posts but apparently a member for 12 months.

For all that has transpired since August 2012 when you first became a member, you only consider it appropriate to post antagonistic questions of any nature regarding the club now?

Sir (or to be politically correct perhaps Madame), I suspect you have an alternative agenda or an axe to grind so @#/? off.

If that is not the case, I apologise but at least justify your questioning and rationalise as to why!

For the record, I am a member of The Trust and have pledged. I am nothing to do with the infrastructure.

Bang out of order that post.

The questions were asked reasonably and politely. Antagonistic is your jaw on it.

I'm sure that there are others with similar questions. Paul and Ozz have done a great job at responding in kind.

Don't be so quick to tell people to @#/? off because you don't agree with them, it never helps matters and makes you look foolish.

[sibarnes66]

To confirm an early point made by Paul. The rules and standing orders by which we operate are based on the model set up by Supporters Direct and the FCA (used to be FSA) of which we are under their jurisdiction.

Minutes of formal meetings such as an AGM will be published, given that these are meetings open to members then they are effectively in the public domain. The recent EGM held at Darwen AFC in May (to which all members where invited) was to conclude the result of the recent election of the committee. As the result of this election was published there was no need for formal minutes as this was the only agenda item.

We do not publish notes from our weekly conference calls as these are not formal minutes and no more than a series of action points or points discussed. They would be viewed out of context. Now that the Board is an elected board rather than a steering committee we can hold formal Board Meetings, these are held quarterly. A set of minutes from each board meeting will be published to members.

As many have pointed out any member or even non-members can ask questions on here, or twitter / facebook or via email to [email protected]. The trust has a number of people that respond to these questions.

Also, let me clarify the £10 membership, this is an annual subscription which is set to assist in the running costs of the trust and as Ozz said the surplus will be used to help community causes. If anyone would like assistance or help off the Trust (Commiittee or Members) then please get in contact with via the enquiries@ email address, we have set some priorities as mentioned, but sometimes we have looked at helping with others, either by providing support or financial aid.

The shareholding, is nominally a £1, but not the cost of the share. It is not transferrable nor sellable but gives you a legal right under the Friendly Societies Acts 1974 & 1992. Once you cease to be a member then your shareholding is withdrawn. Out of interest there is currently a new Act going through Parliament that covers Community Benefit Societies (such as ours), Supporters Direct provide us and other Supporters Trusts with a lot of valuable support and advice.

For information, our year end is 30th June, by law we are required to present a set of accounts to the membership at the AGM before submitting to the FCA.

This is all very dry, boring and administrative but necessary none-the-less.

Just out of interest, I will be attending the Supporters Direct Annual conference this year at the end of this month (by the way it is funded personally and not out of Trust funds), it's any opportunity to meet with other Trust committee members and share ideas and co-operative working.

Secretary to the Rovers Trust

[sibarnes66]

I also meant to add...

I also sit on the Fans Forum, so if you would like any specific supporters issues raising, such as away day arrangements, pre-season, facilities at home games etc. then please let me know. or alternatively contact them through the BRFC web site, the forum encompasses a number of different fans groups and individuals, it was set up over 12 years ago by John Williams and is probably all that is left of his legacy... You can also attend the pre-meets (contact John Wareing first) to see about raising your own agenda items... I did and after attending several meetings was invited to join the main forum when spaces became available.