General Meeting reminder

[Guest Steve French]

Regardless of whether the non filing of accounts was a genuine mistake or not, regardless of whether money was being taken from the car park takings or if a simple restructure is why the income suddenly shot up, regardless of why AGM's were not done, regardless of why communications went to whatever address and were not seen or not communicated with the board...

...hang on. That's a hell of a lot of regardless of's...

Either way. Honest mistakes (plural) or not there DOES need to be an investigation because it is plainly obvious that for last season and this season the membership fees, carpark takings, bar takings, fundraising etc all brought money into an organisation that didn't exist! And it is obviously questionable if public liability insurance etc, leases for the carpark, liabilities and contracts etc were actually legally transferred to the new ltd company.

Potentially the new ltd company has put people in danger if these things were not done properly and placed the club in a risky situation. What if someone slipped and broke a leg in the carpark and the insurance was invalid? People will scream that this is a far fetched scenario but the truth is that this should never even have been allowed to happen and this needs clearing up urgently.

Do the people who paid money into the new limited company bank account in this period know they were paying into it and not the old organisation? It's all good and well saying a communication went out this season to let them know of the situation but what about the period before this? How would you feel if you found out your money went to a totally different company to the one advertised and that there is a possibility that they didn't actually have legal contracts or insurance to offer you the service you actually paid for? Could this be seen as fraud? The directors obviously knew long ago that the old company had been struck off and assets frozen so why did they continue to operate, take money from the public etc without the new company even being set up and did they set up a new bank account to do so? Does this constitute possible knowledge of exactly what the situation was and a possible misleading of members?

And then let us boil it down to what the crux of all this is. Tens of thousands of money earmarked for community charity work is now frozen and it looks like it has been some time. And this money, raised by the likes of the hard work of people like Trev has been mismanaged and now is in limbo. And how long has this been the case? Why did the directors decide to just set a new bank account up and continue without even setting a new company up an how long did this go on for? Why was this not sorted months ago?

The most definitely does need to be an enquiry and whilst you're right that the directors are probably too busy to undertake one this just displays what is wrong. The directors shouldn't oversee an enquiry, it should be independent. The community projects, the club, the members, the many people who raised funds etc deserve an full enquiry and people need to wake up and see just how potentially bad this situation is. I would be interested to see what the trustees and the club think of the goings on.

[DeeJayOne]

I think you have some valid questions, but just to straighten some possible misinformation out...

 

It needs to be clarified, but to me things can't have been transferred to the new ltd company over last season because that company didn't exist until July this year (see the timeline and questions in my previous post).

 

So just what entity was in control over that c.18-month 'black hole' period?

 

I don't think it has been confirmed the bank account was frozen either (in fact it was suggested it hasn't earlier in the thread), so I'm not sure it was.

 

Perhaps the Sheffield Wednesday Supporter's Society Ltd t/a Wednesdayite continued as an entity (could they legally do this?) but that raises even more questions...

[Guest mkowl]

Wednesdayite could continue ( but not sure under what legal structure), the bank account if it was in the name of Sheffield Wednesday Supporters Society should have been frozen as the entity no longer legally existed and i am surprised the bank did not pick this up. The bank may be culpable here as well if nothing really changed on that date.

Whilst there are questions to be answered here the crux is really to ensure the monies are not lost and once recovered are put in the control of the Swfc Community Programme

[DeeJayOne]

Wednesdayite could continue ( but not sure under what legal structure), the bank account if it was in the name of Sheffield Wednesday Supporters Society should have been frozen as the entity no longer legally existed and i am surprised the bank did not pick this up. The bank may be culpable here as well if nothing really changed on that date.

Whilst there are questions to be answered here the crux is really to ensure the monies are not lost and once recovered are put in the control of the Swfc Community Programme

 

Interesting points.

 

If the company could continue, then fair enough. However:

 

1) Is this the case? Did Wednesdayite obtain legal advice about continuing?

2) Under what legal structure did it continue, if it did?

3) Should members have been notified?

4) Should Companies House have been informed? Was it? (Companies House still lists it as a IPS, apparently)

5) Should Sheffield Wednesday Supporters' Society Limited have submitted accounts to Companies house by now if they transferred legal structure?

6) If the company could, and did, continue, why has a new company now been formed?

7) Were people signing up or buying services for the 2013/14 season aware they were no longer paying into an IPS? Should they have been made aware of such a fundamental change?

8) Why did Wednesdayite still seemingly have the 'old' IPS Society Rules on its website as late as 27 July 2014, when it hadn't been an IPS and directors had been aware of that for at least 18 months?

9) Were existing agreements (i.e. leases, insurances, contracts, etc) affected, changed or nullified by the change of structure?

10) Were memberships actually valid during 2013/14 (and the remainder of the 2012/13 season from notification of deregulation)? Under what structure and rules? Were members aware of this and any changes?

 

 

The more I think about it, the more questions are popping up!

 

I know and appreciate the pressing concern is about the monies (and I agree that should most likely be donated to the Sheffield Wednesday Community Programme, it is a registered charity in itself in exactly the same community and general remit after all), but I also have huge misgivings about this 'black hole' period that I think deserves answers and full clarity.

[Guest Deleted member]

Interesting points.

If the company could continue, then fair enough. However:

1) Is this the case? Did Wednesdayite obtain legal advice about continuing?

2) Under what legal structure did it continue, if it did?

3) Should members have been notified?

4) Should Companies House have been informed? Was it? (Companies House still lists it as a IPS, apparently)

5) Should Sheffield Wednesday Supporters' Society Limited have submitted accounts to Companies house by now if they transferred legal structure?

6) If the company could, and did, continue, why has a new company now been formed?

7) Were people signing up or buying services for the 2013/14 season aware they were no longer paying into an IPS? Should they have been made aware of such a fundamental change?

8) Why did Wednesdayite still seemingly have the 'old' IPS Society Rules on its website as late as 27 July 2014, when it hadn't been an IPS and directors had been aware of that for at least 18 months?

9) Were existing agreements (i.e. leases, insurances, contracts, etc) affected, changed or nullified by the change of structure?

10) Were memberships actually valid during 2013/14 (and the remainder of the 2012/13 season from notification of deregulation)? Under what structure and rules? Were members aware of this and any changes?

The more I think about it, the more questions are popping up!

I know and appreciate the pressing concern is about the monies (and I agree that should most likely be donated to the Sheffield Wednesday Community Programme, it is a registered charity in itself in exactly the same community and general remit after all), but I also have huge misgivings about this 'black hole' period that I think deserves answers and full clarity.

I can answer point 1.

We were given professional FINANCIAL advice at the time that continuing was not an issue.

[DeeJayOne]

I can answer point 1.

We were given professional FINANCIAL advice at the time that continuing was not an issue.

 

Thanks.

 

And the other points? You were the chair at the time(?) so I assume you would know the majority of answers (I understand you may not know answers for the time after you left)?

[DeeJayOne]

Of course, I could probably have gotten answers to some of these questions from the board meeting minutes published on the website...

 

But the last update on those were that they were published to a 'hidden menu' and that would be sorted in the 'coming weeks'... On 23 December 2013.

 

http://www.wednesdayite.com/index.php/about/board-minutes/item/656-board-meeting-minutes

[Guest mkowl]

You have to realise that an entity called Wednesdayite could "continue" in name whatever. The legal entity Sheffield Wednesday Supporters Society t/a Wednesdayite as an IPS entity ceased when the company was dissolved

The trading name if not registered could transfer to any new entity

However the assets of the defunct company there was no automatic right for the new entity - in whatever guise - to have these. The rules say any surplus of assets at the time of dissolution go to a charity or similar society, presumably however this should be one registered as an IPS

No one has however stated what legal entity Wednesdayite traded under from January 2013 to July 2014. No one has answered what happened to the monies held on the date of dissolution which under IPS rules there was no right for Wednesdayite Mark II to acquire

[Guest Steve French]

You have to realise that an entity called Wednesdayite could "continue" in name whatever. The legal entity Sheffield Wednesday Supporters Society t/a Wednesdayite as an IPS entity ceased when the company was dissolved

The trading name if not registered could transfer to any new entity

However the assets of the defunct company there was no automatic right for the new entity - in whatever guise - to have these. The rules say any surplus of assets at the time of dissolution go to a charity or similar society, presumably however this should be one registered as an IPS

No one has however stated what legal entity Wednesdayite traded under from January 2013 to July 2014. No one has answered what happened to the monies held on the date of dissolution which under IPS rules there was no right for Wednesdayite Mark II to acquire

Or the same of liabilities, leases, contracts with suppliers, agreements with the club, rights to use the logos, public liability insurance, the right to charge for or operate the bar or car park etc etc.

[Guest Deleted member]

I would imagine that is why there has been no reply so far too.

Wednesdayite did advise at their meeting (as pointed out in the very first post I made) that they were taking legal advice on all of the above right now, and this was expected to be concluded in 3/4 weeks, and a full report would be given.

I know these people. They will do the right thing. They are good people.

I guess now we watch this space?

[Guest Steve French]

The problem with that is that there are potentially funds from before this season that were obtained (potentially) illegally or at least immorally and by rights those memberships were probably invalid.

And another problem is that while this is being looked into the bar and carpark could potentially not be properly insured due to the leases, contracts and agreements with the owners, suppliers etc being in place with the old company and not with the new ltd company.

Who is liable if injury occurs? If stock or monies go missing? If someone causes damage? The club? The new ltd company? The old defunct company?

Is it worth the risk having these up and running whilst it is not clear if the liabilities and so forth have been transferred to the new co? Seriously.

[Guest Deleted member]

Seriously

The bar isn't owned by Wednesdayite. They pay to hire a function room. All liabilities are Niagaras.

The car park is quite clearly advertised with terms and conditions on permits and day tickets and is entirely at the risk of the user. The landowner has the responsibility for public liability

Seriously. Stop worrying.

That is all covered.

Let's await the response of the legal advice

[Guest Steve French]

Seriously

The bar isn't owned by Wednesdayite. They pay to hire a function room. All liabilities are Niagaras.

The car park is quite clearly advertised with terms and conditions on permits and day tickets and is entirely at the risk of the user. The landowner has the responsibility for public liability

Seriously. Stop worrying.

That is all covered.

Let's await the response of the legal advice

Are you 100% certain about the carpark?

It is my understanding that the person responsible for maintaining the land is the one who needs public liability insurance, and I was under the impression that Wednesdayite maintain and improve the land, under lease from the owner? Which would be why the society has always undertaken the improvements? I am not saying I'm correct, I am just not totally sure who is responsible.

If you know 100% that the owner took on the responsibility for public liability and/or maintenance of the site and there is a contract in place for this then I take your word for it.

[Guest Deleted member]

I admit I personally have not had sight of the actual lease agreement but I trust 110% the director responsible for that. His attention to detail like that was exemplary

[Guest Deleted member]

Actually, I've just found a copy of the terms and conditions of the Car Park by the printer who did the tickets. You can see from this the 'the Company' is stated as 'Wednesdayite' and not The Sheffield Wednesday Supporters Society Limited trading as Wednesdayite (and believe me, knowing the guy responsible it would have if it should have!!)

I will try and post it

[Guest Deleted member]

Edited

Edited September 6, 2014 by Deleted member

[Guest Deleted member]

[Guest mkowl]

Is that for this season or last because its all in the definition. There was no company called Wednesdayite Ltd until July this year.

That is the issue, basically between Jan 13 and July 14 what was "Wednesdayite" in terms of legal structure. When the IPS became defunct in Jan 13 all the contracts etc unless re- drafted that were in the name of the IPS in the first place are effectively null and void.

I have no issue that Wednesdayite could continue but there are rules in the corporate world that are in place to protect creditors from phoenix arrangements which i would say probably by accident rather than deliberate malfeasance seems to have arisen here. Clearly as a creditor under the wtid banner i now have a vested interest in this and may have to make a formal approach to the powers that be

[Guest Deleted member]

That would be last season. It doesn't mention Wednesdayite Ltd though, just Wednesdayite?

[Guest mkowl]

But refers to Wednesdayite as "the company" when unless i am mistaken no legal company existed. To be honest this bit is all semantics

If something had gone wrong then the issue for those involved in Wednesdayite would have been potential personal liability as there was no legal wrapper to hide behind.

All the crap that was flying around this time last year was in truth irrelevant. You quit from something that was already defunct in legal terms -