General Meeting reminder

[Utah Owl]

Summary of yesterday's meeting.

All of the directors stood for re election and all were approved. The directors were asked to outline their contributions during the last 3 years, and what they intended to do going forwards.

Two directors were not in attendance, Peter Shaw was on holiday and Darryl Keys is no longer in residence in the Uk. Peter will continue to do the programme notes on behalf of Wednesdayite, and is looking into organising an event next year.

Darryls position was reiterated that if the society needs to make room for directors coming in he will stand down.

 

Care to comment Birdonna?

 

It was you who said you would stand against him, why did you back down?

[Guest BirdonaMaguire]

Oh his little ***** is here to ride to his rescue.

Fella I find you as loathsome, giving it the big un whilst 3k miles away and pretending you're a success in life... Let's be honest you're a fůcking cûnt.... Those words I'd use to your face in front of you before you say owt.

I offered to stand on the proviso he quit... He refused.

I stand by my comments re him... He led Wednesdayite into the club9 abyss and refuses to take responsibility at least Paul, who I've argued with and debated with acknowledged his faux pas.

Tell you what Utah next time you're over I'll buy you a pint and discuss man to man but like many on here you'll hide behind your Internet persona.

[Guest Steve French]

As heated as this may be please try to keep from making this thread decend into a swear filter breaking slanging match. It will only result in the thread being deleted and calling each other childish names whilst on a subject so serious is going to do nobody any good.

[Utah Owl]

Oh his little ***** is here to ride to his rescue.

Fella I find you as loathsome, giving it the big un whilst 3k miles away and pretending you're a success in life... Let's be honest you're a fůcking cûnt.... Those words I'd use to your face in front of you before you say owt.

I offered to stand on the proviso he quit... He refused.

I stand by my comments re him... He led Wednesdayite into the club9 abyss and refuses to take responsibility at least Paul, who I've argued with and debated with acknowledged his faux pas.

Tell you what Utah next time you're over I'll buy you a pint and discuss man to man but like many on here you'll hide behind your Internet persona.

I will take you up on that offer. Will PM you as soon as I have dates available.

[Guest mkowl]

There is also lots of good questions that need to be answered on due course. I concur that this thread needs to take a breather until responses are forthcoming

[trevdi9]

i'm happy with that mk

[Guest BirdonaMaguire]

I extend that offer to Chuckie too.... He'll say no cos he's a coward.

Edited September 6, 2014 by BirdonaMaguire

[DeeJayOne]

Yeah, the insults are uncalled for. Lets discuss the topic in hand rather than personal squabbling.

[Guest BirdonaMaguire]

How's fůck off sound James....

I'll call folks what I want and feel they deserve.

[Guest Steve French]

So you're happy to risk getting this thread, along with all the questions and points raised and all the answers given (or lack of in some cases) pulled by the mods just so you can use a few tasty words?

That's helpful.

[pahowl]

Having done a bit of research albeit getting a definitive answer is tricky

1) Sheffield Wednesday Supporters Club Limited was de-registered by the FSA now FCA. Unfortunately the name does not appear on the current FCA mutuals register to check dates and the like, but from this thread around January 2013

2) De-registration seems to be different to dissolution - although the point I an struggling to verify is if a society is de-registered does that also mean it is dissolved. There does seem scope within the guidance that permits a society to continue but without the protection of the corporate status. However that is not 100% certain

3) It then says if a society is dissolved then it must either pass its assets to charity or to a society with similar objectives

So Wednesdayite was possibly permitted to continue as a society but with no legal structure around it to protect members or the board members. Anything had gone wrong then folk potentially would have been personally liable.

Therefore if de-registration does not equal dissolution then Wednesdayite could continue to operate as before albeit the change of status should probably have been flagged up.

If Wednesdayite now wants to convert to Wednesdayite Limited then that is a dissolution of the society, there would be a new constitution. This requires the society to deal with the distribution of assets on dissolution as set out in its rules, which I believe Nigel has posted. The good news for us republicans is that Prince Charles does not have any rights to the money as it only applies to companies regulated under the Companies Act

Now I am no lawyer and I have expressed reservations about one aspect of this, but hopefully the good news is that Wednesdayite could retain control of funds post the de-registration but I see no automatic right for Wednesdayite Limited to benefit from a dissolution of assets on its dissolution because of what is said in its own rules

This is were we see we are. Shame mk was the one who originally choose to suggest the funds were frozen, before he did this research

I personally think members should decide which charities benefit from the old funds from a list of local groups/ societies . But we are seeking the legal advise of how we should go about this and about an other implications.

There is so much misinformation etc in this thread that it would take me weeks to correct it.

We published, to members, the full facts before the general meeting of Wednesdayite limited. And we will be shortly sending the members notes of the meeting as well.

As far as I am aware all directors have acted in the the interest of members and the communities at all times. No funds are frozen and yes the new entity has a separate bank account.

It is my intention the funds pre 27 November 2012 and those raised between that date and now get appropiated in accordance with members wishes as the rules and the law provides.

In terms if the wtid funds these were offered to Kevin several times for him to distribute back to the donors , kevin perhaps you could explain what the legal status of wtid is , as if I remember the funds paid for the formation of that ips ? The funds are still in the PayPal account and have always been kept separate from Swss funds.

In terms of smile and Trevor's posters these funds have been raised in the unincorporated entity that continued after swss ltd was de -registered and we will look to spend these on smile tickets this season.

All the above is subject to legal advise to ensure things are done right now and going forward.

In the meantime we have asked for help from the membership to assist in getting us back on a proper footing,.

It is my personal intention to step down once the issues of the funds is sorted and the organisation has sufficient recourses (people) to carry on the good work that the organisation does. I don't believe that jumping ship or falling on my sword now would be in the best interests of the members or the organisation.

[pahowl]

Sorry about the formatting in the above posts but iPads are very poor in this regard

Now need to get back to Wednesdayite business of the mailout, and managing membership which btw now stands at 605, compared to 669 at this time last year.

Sorry for not being on ot in the last few days to respond but gave been busy setting up coaches on eventbrite/ website

In this regard we are offering members a special combined travel ticket for man city and Cardiff three days later for just £35 saving over £11 on the non member price.

[DeeJayOne]

Thanks Paul. Appreciated.

I am still uncomfortable with the situation though.

If it has been fine to continue trading as-is, then why the need to set up a newco? And why now?

I think the majority of my earlier questions still stand.

[Guest mkowl]

Thanks for the response.

Just to correct i have suggested there was a risk the funds could be frozen because as you know if a ltd co was dissolved in such circumstances that would be the case. Luckily for everyone the Industrial and Provident Act 1965 permits a bit of leeway probably because of the type of entities that choose to go down that route and it would be wrong for such community based entities to financially suffer

None of this should however deflect from the fact there were serious and continued lapses in the administration process that led to the then FSA de- registering the entity which potentially could have financial repercussions.

I would question how many people were aware of the switch to an unincorporated entity, that left those on the Board personally liable for its actions. Was this publicised to the membership ?

In terms of the dissolution of Wednesdayite society then the members quite rightly should have the say, although the constitution should be followed closely and many of us would question if one of the options could be to Wednesdayite Ltd

WTID had no constitution and this was deliberate policy until either a) we had a viable financial product to assist in the purchase if the club if that was required b) we had a new owner and we could shut up shop with no baggage

No money was spent on forming any legal structure other than wtid ltd - in place to protect the name only - it has never done anything else. The money for that was mine

As the wtid monies and lack of sorting out on my behalf, is my skeleton in the cupboard, then having soul searched again i have decided my participation in Supporters Groups should come to an end forthwith. Not a flounce whatever folk might think but an acceptance that my mindset does not work to these type of entities. I also look at my work load in the real world and certainly cannot give the time to do such a role justice.

I will be in touch re the wtid monies, the good news is that most folk wanted it to go to Smile so that will help deserving people. The most satisfying news is that Trev's monies are secure

Edited September 6, 2014 by mkowl

[Guest BirdonaMaguire]

So you're happy to risk getting this thread, along with all the questions and points raised and all the answers given (or lack of in some cases) pulled by the mods just so you can use a few tasty words?

That's helpful.

Look fella... You seem a smart chap... Now shut up. Stick to helping your non League team out and leave it to people who can deal with numbers on a balance sheet. Ta.

[Guest Steve French]

Look fella... You seem a smart chap... Now shut up. Stick to helping your non League team out and leave it to people who can deal with numbers on a balance sheet. Ta.

So now you turn on people who have the best interests of the community projects, the good people like Trev, the people who piled money in, the members and so on at heart, people who actually have something about them and ask questions that need to be asked, because they ask you nicely to try to stop saying a few playground words to ensure this thread isn't pulled?

MK I'm with you mate, I'm done, I'm out, I don't need this in my life I was just trying to look out for Trev and the others who have been let down immensely by all this.

[pahowl]

DeeJayOne

 

Continuing to operate as an unincorporated entity is risky as the entity does not have corporate protection and our insurers also suggested it. it also made it easier to open a new bank account and also to enable us to get a clean structure for when the organisation is passed on.

We believe a company limited by guarantee (Sheffield Wednesday Community Programme Limited - has this corporate structure, as does the newly formed SWSC Limited) is an ideal structure and is easier to administer than an IPS.

 

Yes we acknowledge the past and the way it was handled was not ideal to say the least but no one is seeking personal gain out of this, instead we are spending many hours trying to rectify what went wrong. Like I have said previously members have been fully briefed in laymen's terms (cos I didn't write it!!) as to what went wrong , what has happened since and what is going to happen

[trevdi9]

Thank you for taking time out to update on the smilefund money Paul that as I have a vested interest was my only concern , and hearing that monies could be frozen promted my question ,,So I am glad to hear it will be used as it should be my friend

[pahowl]

Trev , you know the amount of time and effort we have all put into the posters and what worthwhile work itr has been,

First helping smile . then you and Di and then more lately ICO, as you know wednesdayite have not taken a penny out of the funds for time spent or other resourses used, In fact for the ICO one it cost me a fair bit personally for the postage for one's where people were generous enough to donate over £20.

I would kjust like to confirm all the proceeds from the iCO poster and the auction of the owl have been passed to his partner.

[Utah Owl]

Paul, many thanks for coming back and giving some clarity to the situation. Obviously we still need to find out what the future holds and what is the best route forward from here. Glad to hear above all that the monies from Trev's efforts are secure and can continue to be put to good use for those who need it the most.