kingswood Polak
Without music life would be a mistake
Joined: May 2014
Posts: 10,278
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Post by kingswood Polak on Jul 17, 2015 0:13:04 GMT
Firstly you would need to have a chairman that was prepared to sell and he is not, he would not allow Darryl Eaves in. If you could get him to consider it then I back the idea Mark. pray tell us who the hell is EAVES If you do a web search you will see he is a wealthy man who could be called a venture capitalist but he eventually invested at Oxford. He had a few other people onboard at the time and they were looking to invest. I am surprised you didn't know of this. It is no secret.
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Deleted
Joined: January 1970
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Post by Deleted on Jul 17, 2015 0:40:08 GMT
There is some historical context to consider.
The boardroom split of 2006 had just happened, a sizeable chunk of shares were still held by directors who had resigned their positions.
Against that backdrop, maybe you can see why it may not have been ideal from the point of view of the remaining board members to have their equity diluted?
Ref the SC, the executive committee is elected, that provides the mandate for them to vote on behalf of the SC membership.
This is all very old news. I'm sure that Jim would welcome someone with your business expertise onto one of the sub-committees, maybe you can effect change from the inside? Thanks for explaining the history Bamber. To someone uninvolved, it frankly sounds like a mess ... and probably irretrievable in its current configuration. The problem lies with the board mechanisms to deal with disaffected shareholders/directors, The boards relationship with the SC and in how the SC is run itself (there should always be 'excluded matters' from any mandate that requires the representative to revert back to the membership these usually entail the issuance of new shares, placing the company into administration/bankruptcy, appointment of Chairman etc.)
Change from inside though? It sounds like a basket-case. Its a new broom that's required - ideally one that sees the value of supporters involvement. Looks like efforts should be directed at buying the 26 (?) blocking vote from existing directors and then 'encouraging' a new investor to the table.
I'll watch this with interest. If I can add something I will. The right approach and I'll put my hand in my pocket even.
Some people tried change from the inside to provide a structure to support an equity holding as well. As soon as the new set-up acted independently of the Board, the Board threatened them with legal action. They stuffed that for a game of soldiers and walked away (I'm sure they could have found legal advisors (practically anywhere) who'd have said they'd have won, but that was hardly the point - a game of soldiers needed serious stuffing). The old guard returned on a temporary basis and are still in place nine years later, clapping when told to do so. They don't want fan involvement (but can provide details of how to make financial donations to shore them up).
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Deleted
Joined: January 1970
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Post by Deleted on Jul 17, 2015 5:31:40 GMT
Til Oi Die As someone who is involved with the set up of the share scheme and the scenario that lead up to that scheme being set up I can tell you that
a) the timelines on here are wrong, negotiations with the then BoD started in 2000/1 b) there were three fan groupings involved c) One group defined the capital requirement d) the share price reflected the capital requirement divided by a 28% shareholding that thus prevented and EGM resolution if required, but not a takeover e) You are ignoring pre-emption rights, which no existing shareholder is going to just hand over and in any event could not without an EGM resolution.
The share scheme was dead way before the events of 2006 and the resignation of some of then leading directors / shareholders. in fact it died in May 2004 when having achieved the target of share purchases the election of fans directors came into being. On the share scheme committee (within the SC) were certain people who had very definite ideas and conviction of how things needed to change. They included, Steve Martell, Roger Cooper, Kim Stuckey Yours Truly, and an acceptance from one SC stalwart in John M. The main SC committee disliked us intensely and sought to block the election of any of us, although we had designed the scheme, drafted the agreement and led the negotiations with the BoD. Reason? They didn't understand it, had zero, as in none, commercial experience (Bamber is right the then treasurer of the SC, back in 2001 when we were at a formal meeting with GD discussing share pricing amongst other things, we being the Gas Trust, the SC and yours truly representing Premier Blue ( a ltd co set up to buy shares) had this discussion. GD: So what price do you think the shares should sold at. Gas Trust: £12. SC: Why is that important? Premier Blue £1.15p (net asset value divided by proposed share capital) So I bristle at the comments you make, but as you were not around and not involved (and that was something we got wrong, misinterpreting the passion of support as a desire to get involved) I accept of course your comments are not based on any knowledge of what actually happened
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Til Oi Die
Nigel Martyn
Joined: June 2014
Posts: 20
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Post by Til Oi Die on Jul 17, 2015 8:07:25 GMT
Til Oi Die As someone who is involved with the set up of the share scheme and the scenario that lead up to that scheme being set up I can tell you that a) the timelines on here are wrong, negotiations with the then BoD started in 2000/1 b) there were three fan groupings involved c) One group defined the capital requirement d) the share price reflected the capital requirement divided by a 28% shareholding that thus prevented and EGM resolution if required, but not a takeover e) You are ignoring pre-emption rights, which no existing shareholder is going to just hand over and in any event could not without an EGM resolution. The share scheme was dead way before the events of 2006 and the resignation of some of then leading directors / shareholders. in fact it died in May 2004 when having achieved the target of share purchases the election of fans directors came into being. On the share scheme committee (within the SC) were certain people who had very definite ideas and conviction of how things needed to change. They included, Steve Martell, Roger Cooper, Kim Stuckey Yours Truly, and an acceptance from one SC stalwart in John M. The main SC committee disliked us intensely and sought to block the election of any of us, although we had designed the scheme, drafted the agreement and led the negotiations with the BoD. Reason? They didn't understand it, had zero, as in none, commercial experience (Bamber is right the then treasurer of the SC, back in 2001 when we were at a formal meeting with GD discussing share pricing amongst other things, we being the Gas Trust, the SC and yours truly representing Premier Blue ( a ltd co set up to buy shares) had this discussion. GD: So what price do you think the shares should sold at. Gas Trust: £12. SC: Why is that important? Premier Blue £1.15p (net asset value divided by proposed share capital) So I bristle at the comments you make, but as you were not around and not involved (and that was something we got wrong, misinterpreting the passion of support as a desire to get involved) I accept of course your comments are not based on any knowledge of what actually happened
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Til Oi Die
Nigel Martyn
Joined: June 2014
Posts: 20
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Post by Til Oi Die on Jul 17, 2015 8:23:38 GMT
Til Oi Die As someone who is involved with the set up of the share scheme and the scenario that lead up to that scheme being set up I can tell you that a) the timelines on here are wrong, negotiations with the then BoD started in 2000/1 b) there were three fan groupings involved c) One group defined the capital requirement d) the share price reflected the capital requirement divided by a 28% shareholding that thus prevented and EGM resolution if required, but not a takeover e) You are ignoring pre-emption rights, which no existing shareholder is going to just hand over and in any event could not without an EGM resolution. The share scheme was dead way before the events of 2006 and the resignation of some of then leading directors / shareholders. in fact it died in May 2004 when having achieved the target of share purchases the election of fans directors came into being. On the share scheme committee (within the SC) were certain people who had very definite ideas and conviction of how things needed to change. They included, Steve Martell, Roger Cooper, Kim Stuckey Yours Truly, and an acceptance from one SC stalwart in John M. The main SC committee disliked us intensely and sought to block the election of any of us, although we had designed the scheme, drafted the agreement and led the negotiations with the BoD. Reason? They didn't understand it, had zero, as in none, commercial experience (Bamber is right the then treasurer of the SC, back in 2001 when we were at a formal meeting with GD discussing share pricing amongst other things, we being the Gas Trust, the SC and yours truly representing Premier Blue ( a ltd co set up to buy shares) had this discussion. GD: So what price do you think the shares should sold at. Gas Trust: £12. SC: Why is that important? Premier Blue £1.15p (net asset value divided by proposed share capital) So I bristle at the comments you make, but as you were not around and not involved (and that was something we got wrong, misinterpreting the passion of support as a desire to get involved) I accept of course your comments are not based on any knowledge of what actually happened Not having a go here mate! Appreciate there clearly must have been good intentions in the past, so please don't bristle (just speak it!). Wasn't involved and from the outside the history you and Bamber have described have to be the root causes of the obvious schism between various supporters groups and in turn with the board. The inability to be aligned even on the shareprice speaks volumes. Until that memory passes its hard to see how there can be a unified approach.
So the SC stake (which is not quite a blocking vote) has pre-emptive rights? These apply to any sales by existing shareholders or only in the event of a full offer?
Given you were directly involved, do you have a view on what could be done?
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Deleted
Joined: January 1970
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Post by Deleted on Jul 17, 2015 8:29:00 GMT
Til Oi Die As someone who is involved with the set up of the share scheme and the scenario that lead up to that scheme being set up I can tell you that a) the timelines on here are wrong, negotiations with the then BoD started in 2000/1 b) there were three fan groupings involved c) One group defined the capital requirement d) the share price reflected the capital requirement divided by a 28% shareholding that thus prevented and EGM resolution if required, but not a takeover e) You are ignoring pre-emption rights, which no existing shareholder is going to just hand over and in any event could not without an EGM resolution. The share scheme was dead way before the events of 2006 and the resignation of some of then leading directors / shareholders. in fact it died in May 2004 when having achieved the target of share purchases the election of fans directors came into being. On the share scheme committee (within the SC) were certain people who had very definite ideas and conviction of how things needed to change. They included, Steve Martell, Roger Cooper, Kim Stuckey Yours Truly, and an acceptance from one SC stalwart in John M. The main SC committee disliked us intensely and sought to block the election of any of us, although we had designed the scheme, drafted the agreement and led the negotiations with the BoD. Reason? They didn't understand it, had zero, as in none, commercial experience (Bamber is right the then treasurer of the SC, back in 2001 when we were at a formal meeting with GD discussing share pricing amongst other things, we being the Gas Trust, the SC and yours truly representing Premier Blue ( a ltd co set up to buy shares) had this discussion. GD: So what price do you think the shares should sold at. Gas Trust: £12. SC: Why is that important? Premier Blue £1.15p (net asset value divided by proposed share capital) So I bristle at the comments you make, but as you were not around and not involved (and that was something we got wrong, misinterpreting the passion of support as a desire to get involved) I accept of course your comments are not based on any knowledge of what actually happened Just a couple of things to add to an excellent summary. I'm not sure that the £3.5m / 28% figure actually worked, as didn't the SC retain fully 10% of income to cover admin costs? The scheme was launched before all Is and Ts were dealt with, and someone handed over circa £50,000 to the FC ahead of time. That position was retrievable though, but it probably didn't help. Yes, Roger Cooper, one of life's good guys, if Til Oi Die has a couple of hours to spare maybe we could fill him in on the work Roger has done over many years and the shocking treatment he received in return? Little wonder that so many good and able people keep their distance these days. Edit. One last bit of internal context for our new best buddy. The SC old guard that you mention actually regarded the SS as an attack on the Chairman. I know that's covered by you saying that they didn't understand what was happening, but didn't they actually bus in voters to ensure that an able candidate wasn't elected via the scheme?
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Til Oi Die
Nigel Martyn
Joined: June 2014
Posts: 20
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Post by Til Oi Die on Jul 17, 2015 8:43:16 GMT
Til Oi Die As someone who is involved with the set up of the share scheme and the scenario that lead up to that scheme being set up I can tell you that a) the timelines on here are wrong, negotiations with the then BoD started in 2000/1 b) there were three fan groupings involved c) One group defined the capital requirement d) the share price reflected the capital requirement divided by a 28% shareholding that thus prevented and EGM resolution if required, but not a takeover e) You are ignoring pre-emption rights, which no existing shareholder is going to just hand over and in any event could not without an EGM resolution. The share scheme was dead way before the events of 2006 and the resignation of some of then leading directors / shareholders. in fact it died in May 2004 when having achieved the target of share purchases the election of fans directors came into being. On the share scheme committee (within the SC) were certain people who had very definite ideas and conviction of how things needed to change. They included, Steve Martell, Roger Cooper, Kim Stuckey Yours Truly, and an acceptance from one SC stalwart in John M. The main SC committee disliked us intensely and sought to block the election of any of us, although we had designed the scheme, drafted the agreement and led the negotiations with the BoD. Reason? They didn't understand it, had zero, as in none, commercial experience (Bamber is right the then treasurer of the SC, back in 2001 when we were at a formal meeting with GD discussing share pricing amongst other things, we being the Gas Trust, the SC and yours truly representing Premier Blue ( a ltd co set up to buy shares) had this discussion. GD: So what price do you think the shares should sold at. Gas Trust: £12. SC: Why is that important? Premier Blue £1.15p (net asset value divided by proposed share capital) So I bristle at the comments you make, but as you were not around and not involved (and that was something we got wrong, misinterpreting the passion of support as a desire to get involved) I accept of course your comments are not based on any knowledge of what actually happened Just a couple of things to add to an excellent summary. I'm not sure that the £3.5m / 28% figure actually worked, as didn't the SC retain fully 10% of income to cover admin costs? The scheme was launched before all Is and Ts were dealt with, and someone handed over circa £50,000 to the FC ahead of time. That position was retrievable though, but it probably didn't help. Yes, Roger Cooper, one of life's good guys, if Til Oi Die has a couple of hours to spare maybe we could fill him in on the work Roger has done over many years and the shocking treatment he received in return? Little wonder that so many good and able people keep their distance these days. Edit. One last bit of internal context for our new best buddy. The SC old guard that you mention actually regarded the SS as an attack on the Chairman. I know that's covered by you saying that they didn't understand what was happening, but didn't they actually bus in voters to ensure that an able candidate wasn't elected via the scheme? Sheesh. Busing in voters to rig a vote..? Seriously? That's what Australians would call a 'dog act'. So options are a putsch of the SC exec or just run screaming for the hills
Sounding like administration (and a few seasons in non-league) is the best way to cauterise the wound. I'll be burned as a heretic for that comment no doubt.
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Deleted
Joined: January 1970
Posts: 0
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Post by Deleted on Jul 17, 2015 8:57:20 GMT
Just a couple of things to add to an excellent summary. I'm not sure that the £3.5m / 28% figure actually worked, as didn't the SC retain fully 10% of income to cover admin costs? The scheme was launched before all Is and Ts were dealt with, and someone handed over circa £50,000 to the FC ahead of time. That position was retrievable though, but it probably didn't help. Yes, Roger Cooper, one of life's good guys, if Til Oi Die has a couple of hours to spare maybe we could fill him in on the work Roger has done over many years and the shocking treatment he received in return? Little wonder that so many good and able people keep their distance these days. Edit. One last bit of internal context for our new best buddy. The SC old guard that you mention actually regarded the SS as an attack on the Chairman. I know that's covered by you saying that they didn't understand what was happening, but didn't they actually bus in voters to ensure that an able candidate wasn't elected via the scheme? Sheesh. Busing in voters to rig a vote..? Seriously? That's what Australians would call a 'dog act'. So options are a putsch of the SC exec or just run screaming for the hills
Sounding like administration (and a few seasons in non-league) is the best way to cauterise the wound. I'll be burned as a heretic for that comment no doubt.
No, the vote wasn't rigged, only SC members could vote, so nothing underhand happened, but they did turn up mob handed to ensure that their candidate prevailed. The SC old guard aren't 'bad' people, but they know what they like, and they like what they know. These are people who over many years have worked for free doing what they believe is best for Rovers.
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Post by CountyGroundHotel on Jul 17, 2015 9:32:29 GMT
Well some on here were involved in setting up the sharescheme so perhaps they know why that clause isn't there. I also bet there isn't a clause to say what would happen if the club was sold and the supporters club had to sell their holding. I'd imagine it would be like any other company; if an new investor gets to >50% equity they have the ability to control the board, at that point its effectively game over (Hence why German clubs have the 51% rule). The next hurdle is typically 75-80% (depends on the articles of association) - which in practice once the board is lost most shareholders cave in and sell their holding. Post this point the purchase of outstanding shares is mandatory, thus getting the new owner to 100%.
If the SC amount is less than 100%-the mandatory purchase level (expect this to be 20-25%) then its a forced acquisition at the same price as sold in the initial offer. Game over.
So not a scenario you can cover in the shareholders agreement OTHER than by having an equity larger than the mandatory purchase level. That's a block to any takeover so I'd imagine would be heavily resisted by other shareholders (as it effectively devalues their shareholding as the Company/Club is less attractive to a potential suitor)
You're sounding more intelligent than anyone I'm aware of who was involved in setting up the sharescheme. My point wasn't about how they agree or not agree to sell the shares , I mean if an abramovich came in and said I either buy 100% of the shares or the deal is off then who'd want the supporters club to block it? My point was I bet there isn't a clause as to what happens to the cash if they agree to sell the shares. A pity you weren't involved in 2003.
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Post by CountyGroundHotel on Jul 17, 2015 9:40:17 GMT
Til Oi Die As someone who is involved with the set up of the share scheme and the scenario that lead up to that scheme being set up I can tell you that a) the timelines on here are wrong, negotiations with the then BoD started in 2000/1 b) there were three fan groupings involved c) One group defined the capital requirement d) the share price reflected the capital requirement divided by a 28% shareholding that thus prevented and EGM resolution if required, but not a takeover e) You are ignoring pre-emption rights, which no existing shareholder is going to just hand over and in any event could not without an EGM resolution. The share scheme was dead way before the events of 2006 and the resignation of some of then leading directors / shareholders. in fact it died in May 2004 when having achieved the target of share purchases the election of fans directors came into being. On the share scheme committee (within the SC) were certain people who had very definite ideas and conviction of how things needed to change. They included, Steve Martell, Roger Cooper, Kim Stuckey Yours Truly, and an acceptance from one SC stalwart in John M. The main SC committee disliked us intensely and sought to block the election of any of us, although we had designed the scheme, drafted the agreement and led the negotiations with the BoD. Reason? They didn't understand it, had zero, as in none, commercial experience (Bamber is right the then treasurer of the SC, back in 2001 when we were at a formal meeting with GD discussing share pricing amongst other things, we being the Gas Trust, the SC and yours truly representing Premier Blue ( a ltd co set up to buy shares) had this discussion. GD: So what price do you think the shares should sold at. Gas Trust: £12. SC: Why is that important? Premier Blue £1.15p (net asset value divided by proposed share capital) So I bristle at the comments you make, but as you were not around and not involved (and that was something we got wrong, misinterpreting the passion of support as a desire to get involved) I accept of course your comments are not based on any knowledge of what actually happened Are you able to answer till oi die original point of why there wasn't a clause to prevent the dilution of the SC holding?
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Til Oi Die
Nigel Martyn
Joined: June 2014
Posts: 20
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Post by Til Oi Die on Jul 17, 2015 10:28:14 GMT
Sheesh. Busing in voters to rig a vote..? Seriously? That's what Australians would call a 'dog act'. So options are a putsch of the SC exec or just run screaming for the hills
Sounding like administration (and a few seasons in non-league) is the best way to cauterise the wound. I'll be burned as a heretic for that comment no doubt.
No, the vote wasn't rigged, only SC members could vote, so nothing underhand happened, but they did turn up mob handed to ensure that their candidate prevailed. The SC old guard aren't 'bad' people, but they know what they like, and they like what they know. These are people who over many years have worked for free doing what they believe is best for Rovers. And I suppose votes were cast on the basis of each individual's shareholding (ie one share held = one vote)?
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Deleted
Joined: January 1970
Posts: 0
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Post by Deleted on Jul 17, 2015 10:41:14 GMT
No, the vote wasn't rigged, only SC members could vote, so nothing underhand happened, but they did turn up mob handed to ensure that their candidate prevailed. The SC old guard aren't 'bad' people, but they know what they like, and they like what they know. These are people who over many years have worked for free doing what they believe is best for Rovers. And I suppose votes were cast on the basis of each individual's shareholding (ie one share held = one vote)? Each supporters' club member has 1 vote. Like a general election, individual voting slips are used.
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Post by markczgas on Jul 17, 2015 10:44:59 GMT
I respect all you SC guys massively - you've done more than I've ever done, but somehow the thing I would like your support with and others might be better with a FRESH START/CLEAN SLATE approach !?
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faggotygas
Byron Anthony
Joined: May 2014
Posts: 1,862
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Post by faggotygas on Jul 17, 2015 12:32:50 GMT
I respect all you SC guys massively - you've done more than I've ever done, but somehow the thing I would like your support with and others might be better with a FRESH START/CLEAN SLATE approach !? Keep your fire burning fella, but accept the fact that nothing will happen until we actually go into administration. The threat of administration is not enough to motivate people.
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jackthegas
David Pritchard
Joined: May 2014
Posts: 313
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Post by jackthegas on Jul 17, 2015 12:33:13 GMT
I don't think complete fan ownership is a sustainable model but I do think supporters should have a significant shareholding in their football club.
The £1m plus that Rovers supporters have "donated" (per Barry Bradshaw) should ensure that the fans collective voice is heard. Clearly this hasn't happened at BRFC and for the reasons outlined in this thread it is my opinion that the SC will never be the right organisation to contribute to BRFC strategy or hold the board to account.
Any board of directors who were serious about building bridges and utilising the talent of our fans should donate and ring-fence 25% of total shares in lieu of the fans £1m investment to an Independent Trust. I appreciate this would upset the SC but I think that organisation should be left to concentrate on their strengths.
The two significant issues are, firstly, most of the people who had the ability to make a success of partial fan ownership have been crapped on from a very great height and have found other hobbies. Secondly, the board, including Nick Higgs, have shown no desire to promote fan ownership. In fact they have shown that they are hell bent on stamping out any growth.
For that reason I think your endeavors will be fruitless and I suspect that like last time, you will find you have very little support other than the occasional message of goodwill.
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Deleted
Joined: January 1970
Posts: 0
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Post by Deleted on Jul 17, 2015 12:45:47 GMT
I don't think complete fan ownership is a sustainable model but I do think supporters should have a significant shareholding in their football club. The £1m plus that Rovers supporters have "donated" (per Barry Bradshaw) should ensure that the fans collective voice is heard. if they were listening, what does this collective voice say?
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jackthegas
David Pritchard
Joined: May 2014
Posts: 313
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Post by jackthegas on Jul 17, 2015 12:47:52 GMT
I don't think complete fan ownership is a sustainable model but I do think supporters should have a significant shareholding in their football club. The £1m plus that Rovers supporters have "donated" (per Barry Bradshaw) should ensure that the fans collective voice is heard. if they were listening, what does this collective voice say? I can't answer that without canvasing my hypothetical membership.
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Deleted
Joined: January 1970
Posts: 0
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Post by Deleted on Jul 17, 2015 13:02:30 GMT
if they were listening, what does this collective voice say? I can't answer that without canvasing my hypothetical membership. I think they'd be bickering.
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Post by alloutofgas on Jul 17, 2015 14:22:23 GMT
Hmmm, this is all fascinating stuff. What is absolutely clear is that we have some very knowledgeable members on this forum who all would give up their own time to improve the lot of our club. The BoD rely on apathy to maintain the status quo. The Supporters Club are not what they purport to be. The dilution of shares and the 199 Two Mile Hill shenanigans smack of rank amateurism. I'm sure there is a way ahead but apathy gets in the way. When you think of all the good people who have been chewed up and spat out by their involvement in trying to get things better it's disgraceful.
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Deleted
Joined: January 1970
Posts: 0
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Post by Deleted on Jul 17, 2015 18:06:51 GMT
I don't think complete fan ownership is a sustainable model but I do think supporters should have a significant shareholding in their football club. The £1m plus that Rovers supporters have "donated" (per Barry Bradshaw) should ensure that the fans collective voice is heard. Clearly this hasn't happened at BRFC and for the reasons outlined in this thread it is my opinion that the SC will never be the right organisation to contribute to BRFC strategy or hold the board to account. Any board of directors who were serious about building bridges and utilising the talent of our fans should donate and ring-fence 25% of total shares in lieu of the fans £1m investment to an Independent Trust. I appreciate this would upset the SC but I think that organisation should be left to concentrate on their strengths. The two significant issues are, firstly, most of the people who had the ability to make a success of partial fan ownership have been crapped on from a very great height and have found other hobbies. Secondly, the board, including Nick Higgs, have shown no desire to promote fan ownership. In fact they have shown that they are hell bent on stamping out any growth. For that reason I think your endeavors will be fruitless and I suspect that like last time, you will find you have very little support other than the occasional message of goodwill. in a nutshell
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