BSSS AGM Statement - Articles of Association
As stated, the board would now like to provide an update on the club board’s proposal to amend the club’s current article of associations, in addition to our own discussions with the Football Supporters Association.
Before I begin, I’d like to make it clear to members present that this update is provided with the current understanding of facts based on legal advice we have been provided with as a society. I say this, as we are aware that other member’s may have personally received legal advice in relation to these matters which may differ to our own.
Over the preceding 10 years the society has provided the football club with approximately £50000 in investment in lieu of shares. Currently, there are 52 individual shareholders of the football club, with the society being the largest holding 418 of the 1002 issued shares, 42%. Whilst we started with a 10% shareholding, this increased to 42% due to subsequent requests for the club during times of financial difficulty, and to fund various projects.
We believed this shareholding provided the society with a right to call a poll vote during AGM, and EGM’s, in addition to holding a voting share of 42%
Therefore, when the club board proposed amending the articles of association to restrict our voting share to 10%, we naturally believed this would disenfranchise the society and its members.
Subsequently, we contacted the Football Supporters Association to obtain legal advice on this matter. Unfortunately, after complex discussions over many months, our legal advice made us aware of an amendment to the club’s articles of association on the 3rd September 2010, prior to the society investing money into the club.
This amendment restricts a poll vote taken at an AGM, or EGM of the club to be conducted as one vote per shareholder regardless of shareholding. This gives the society and every other shareholder the exact same voting power. We believe this disenfranchises the society and all other shareholders with more than one share.
It must be pointed out that the current club board has no responsibility for this amendment, and the reason for why it was applied is left for previous directors to explain. However, when the society invested money into the club it was under the assumption that the shares we were provided with in return increased our voting rights and stake within the club.
Currently, the society’s share of the vote at an AGM is 1 in 52, or approximately 2%. This is the same for all shareholders.
Therefore, we now agree that the clubs articles of association are required to be updated to reinstate a full and proper poll vote based on shareholding, which would return the society’s voting share to 42% and reinstate their value. We don’t agree that our voting power should be limited to 10% as proposed by the current club board. However, we have no objection to our voting power being reduced by investment into the club via the sale of more shares.
We are also working with the Football Supporters Association to explore other avenues of distributing our shareholding if we are unable to find common ground with the current club board to rectify this matter.
In summary, as a board:
- We agree that the current articles of association are not fit for purpose and need to be amended.
- We agree that the share structure of the club needs to be improved in order to attract investment.
- We would like to reach out and work with the football club board following advice from the football supporters association to draw up a new set of articles which address both the club’s concerns and our own, whilst also realising and protecting the value of the society’s shareholding in relation to the capital and volunteer time we have invested over the preceding years.
- And finally, we plan to work closely with the Football Supporters Association to modernise the society and provide greater value to our members, and the wider Bromsgrove Sporting community.
We will keep all society members updated with our progress on these matters over the coming months.
Thank you.