GM Thoughts

[Santa]

I have been told that the board has convened General Meetings at inaccessible times previously. If any of their actions are framed in a way that disenfranchises smaller shareholders, those actions could be illegal and so I hope they have enough in the war chest to pay the legal fees if such a course of action were to be taken.

Am I right in thinking the EGM to vote Machin & Wakefield off the board was arranged for 9am on a weekday morning?

[NellyTheValiant]

Am I right in thinking the EGM to vote Machin & Wakefield off the board was arranged for 9am on a weekday morning?

 

How long did it take for them to organise that and I wonder of they'll have the same urgency this time.

 

Was that done at an EGM?

[Santa]

Just checking my records.

 

The EGM took place at 11am (not 9am, apologies to all concerned) on March 17th 2004. Notice was given on February 17th.

 

Motions:

1. Removal of Charles Machin from the board. The show of hands was74-42 in favour of Machin staying, however Bratt called a poll vote and Machin was voted off.

 

2. Ditto Geoff Wakefield, who won the show of hands by 70-38 but again was removed by poll vote.

 

3. Election of Peter Jackson to the board. Carried by show of hands (85-16)

 

3. Election of Stan Meigh to the board. Carried by show of hands (104-1) despite Meigh reportedly launching having a go at the other shareholders in the room for being "childish".

[Jacko51]

Freddie Shepherd used to organise the Newcastle general meetings at 9.30 on a Weekday morning in London!!

[Guest cheadle radio]

Sorry but the truth is they can call the meeting when they like and even out of the UK. That is a trick used by many and legal challenges always fail - it's all about holding one and not when and where.

 

They aren't smart enough to hold one at 9am in Matlock on a Tuesday morning - or something like that.

[The Man in the Stand]

Just checking my records.

 

The EGM took place at 11am (not 9am, apologies to all concerned) on March 17th 2004. Notice was given on February 17th.

 

Motions:

1. Removal of Charles Machin from the board. The show of hands was74-42 in favour of Machin staying, however Bratt called a poll vote and Machin was voted off.

 

2. Ditto Geoff Wakefield, who won the show of hands by 70-38 but again was removed by poll vote.

 

3. Election of Peter Jackson to the board. Carried by show of hands (85-16)

 

3. Election of Stan Meigh to the board. Carried by show of hands (104-1) despite Meigh reportedly launching having a go at the other shareholders in the room for being "childish".

 

Likes his poll votes does our Bratty ===

[Valiant Haze]

Sorry but the truth is they can call the meeting when they like and even out of the UK. That is a trick used by many and legal challenges always fail - it's all about holding one and not when and where.

 

They aren't smart enough to hold one at 9am in Matlock on a Tuesday morning - or something like that.

 

If they did that, or similar, they would be making a rod for their own backs. An obvious attempt to dodge would only fuel any fire. Sorry...

[melv]

Likes his poll votes does our Bratty ===

 

Only when it fit's his agenda.He then has the gall to say about one man running the club.Talk about double standard's/two faced/self serving.

[melv]

If they did that, or similar, they would be making a rod for their own backs. An obvious attempt to dodge would only fuel any fire. Sorry...

 

It would indicate their level of arrogance,ignorance,incompetence.They could make money on bar sale's if it was held at VP is that too much to expect them to see that.OK it would not be a lot.But a little is better than non.How much would it cost to hire a room elsewhere with facilities that would be needed?

[Valiant1981]

I thought it was re Graham Mudie.

This answers the question though.......Nobody has bailed him out yet.

[Timothius]

If the club call one at an inconvenient time on the Moon or somewhere similar, NLV still have the mandate to call another one at a time and place they can decide on, at their cost presumably. You aren't limited to the number of GMs you can hold in a year.

[NLVMalc]

Sorry but the truth is they can call the meeting when they like and even out of the UK. That is a trick used by many and legal challenges always fail - it's all about holding one and not when and where.

 

They aren't smart enough to hold one at 9am in Matlock on a Tuesday morning - or something like that.

 

In one sense you are right. Companies have chosen difficult times and locations for AGM's etc and they have done this for a variety of reasons. The key to any legal challenge is the effects of any such action on minority shareholders.

 

V2001 is a company with around 987 shareholders many of whom own 100 shares or less. The rights of the minority of shareholders has to be protected. The GM has been called by the shareholders, supported with documented evidence from 39% of the shareholders. Would we win any legal action if necessary? Yes. Hopefully none of this would be required. I'm sure the board don't need the extra cost of their legal costs, our legal cost on top of the GM costs.

[geosname]

My thoughts on the general meeting........... up to the point of calling one a job well done in a professional and businesslike manner.... congratulations its not the easiest task.

As for the outcome..... I have no idea.... I do however think a victory of some sort will be achieved.... either by vote or failing that by a stiffening of resolve and a unification of views..... I would prefer the vote option as its the shortest route between two points..... from deterioration to progress.

 

Well done NLV......... my thanks

[TheLegalBeagle]

Dear All,

 

In response to a number of posts asking about some of the legal issues arising in respect of the forthcoming EGM, I will make a few observations for general reflection.

 

The most important protection that a minority shareholder has is the right to petition the Court for an order under s994 of the Companies Act 2006 (formerly s459 of the Companies Act 1985). This action is founded on an allegation that the affairs of the Company are being conducted by the majority in a manner unfairly prejudicial to the interests of members generally, or to some part of its members. This could include breach of a legal bargain between the shareholders (e.g. a Shareholders Agreement or Articles of Association); breach of fiduciary duty; breach of an equitable agreement or understanding; or breach of quasi-partnership principles.

 

The Board thus have a legal duty to call the EGM at a date, time, place and location to accommodate the majority of the shareholders – not simply for the convenience of the Board. Any attempt by the Board to abuse this fiduciary duty will no doubt be met in kind by legal action and may render the Company and/or the Directors liable for civil abuse of position.

 

If the Board intend addressing the EGM properly they will no doubt liaise with the NLV and its Lawyers to agree a mutually acceptable time, date and venue for the EGM thus avoiding legal fall out. It must be remembered the Board are supposed to represent the Shareholders and so must act in the Shareholders best interests.

 

By way of general observation, in terms of the conduct of the Board with regard the motions at the EGM and the application of the voting rights, Shareholder oppression occurs when the majority shareholders in a corporation take action that unfairly prejudices the minority. It most commonly occurs in close corporations (such as PVFC), because the lack of a public market for shares leaves minority shareholders particularly vulnerable, since minority shareholders cannot escape mistreatment by manipulation / application of voting rights, selling their stock and exiting the corporation.

 

As I understand the situation to be, NLV are legally represented and so will be guided throughout this process and in terms of the consequences of any actions of the Board subsequently deemed to not be in the interests if the Shareholders. I shall therefore not comment any further upon the legalities of the EGM as in many respects Mo and I are merely interested parties and observing due process and developments.

 

I hope this assists.

 

Regards.

[fairportnick]

Simple solution to a remote location. We only need ONE shareholder to attend , he could carry proxies for the rest.