Special General Meeting Update

Fir ParkA meeting was held at Fir Park on Tuesday night (2nd July 2013) to vote through four changes to the ‘Well Society rules. Here are the details of the rule changes and a report of the meeting.

Four proposed rule changes were;

(a) By inserting a new Rule 4.1(a) as follows:

“contract to lend monies (up to a maximum of £500,000) to the Club or any company owning or controlling the Club (the “Borrower”) on such terms and conditions that are approved by the Society Board from time to time provided always that the loan is necessary or expedient to achieve the objects of the Society;”; and the remainder of Rule 4.1 s renumbered accordingly; and

(b) By amending Rule 4.2 by deleting the words “contract loans or” from that Rule.

(c) By deleting Rule 20 (a) “A member shall cease to be a member if they fail after written demand to pay their annual subscription.

(d) By amending Rule 74 by deleting the words “5 April” and inserting the words “30 September”.

After an open and candid debate between the members present, a vote was taken. The votes cast were as follows:

a – 91 for, 0 against
b – 91 for, 0 against
c – 88 for, 3 against
d – 91 for, 0 against.

Therefore all four resolutions were carried.

‘Well Society board members and Motherwell directors Derek Weir and Leeann Dempster helped further explain the rationale behind the rule changes, which can be summarised below:

Loans

Since the Society rules were established, Scottish football has experienced significant and completely unprecedented change – mainly the financial collapse of Rangers but also other difficulties including an inability to attract league sponsorship.

The society bought £150,000 of shares in March to allow the club to meet a temporary cashflow shortage while also facilitating the appointment of two ‘Well Society members to the club board. The club needed the money and a loan was impossible under Financial Services Authority rules.

This money will now be ring-fenced in a separate bank account. But creating the option to loan funds is a sensible means of further protecting society funds should the club suffer the worst-case scenario of administration before Motherwell fans raise enough money to both secure a majority shareholding and provide a sufficient financial safety net to move forward with complete confidence.

Renewal fees

The rule that stated members could be thrown out for non-payment of renewal fees was deleted as this was viewed as overly harsh. It was clarified that members are under no obligation to pay their renewal fees.

Those who do not pay are still valued and active members with the right to vote. Fees are needed to help the club provide the benefits to members – those who do not or cannot pay forego the benefits but are otherwise full members.

They can pay the subscriptions in future years and regain the benefits. The choice is entirely with each individual member. The change of date in the rules does not affect members.

Following the vote a number of other topics were discussed and points raised for action. These included:

1 ‘Well Society board members Graham Barnstaple and Brian McCafferty, who were appointed Motherwell directors in April, were asked to provide feedback to members from club board meetings. It was agreed that this was a good idea and that the pair would seek to inform members of discussion points without breaching club confidentiality.

2 There was a call for the introduction of student memberships and for members to be able to gradually upgrade their membership (eg from £300 to £1000) over a longer period. Both these points have been discussed by the society board and club among other membership issues and will continue to be looked at.

3 One member asked if the club could sell John Boyle’s shares to another interested party while the ‘Well Society are raising funds. It was stated that there was no chance of this happening. John Boyle does not personally benefit from the sale of shares. It was agreed that the “frequently answered questions” section on the website would be updated to reflect this and other common questions.

4 The point was made that overseas members may feel isolated from the ‘Well Society and do not have the means to enjoy the vast majority of benefits. As above, overseas members are under no obligation to pay their renewal fees and can therefore forego the benefits. But it was agreed that we should look to find ways to involve and include overseas members more closely.

5 One member stressed that he was very eager to assist the society reach its goals but found little avenue to help. It was stressed that the society needs volunteers and is on the lookout for any member to help. A list of willing volunteers was taken and they will be contacted in the coming days and weeks. Anyone else who was not present is urged to get in touch via the society email and offer to help. The ‘Well Society is a broad team and the more people who help achieve its goals, the better chance of success.

6 Several members asked about the recruitment process – it was explained that a “kick-start project” is in operation which will increasingly focus on a direct approach to potential new members.

7 Several members asked whether there could be credit facilities available for those unable to afford the one-off fee up front or over the limited timeframe allowed under external finance rules. It was explained that the legal opinion was agreed that the Well Society could not advertise facilities to spread payments any further under consumer credit legislation.

8 Board member Sandy Kilpatrick updated members on the Business Club membership drive, which has got under way in the past six weeks following months of planning and research. Companies are being approached to take up new membership packages. Anyone who knows a business which might be interested was urged to take the literature and pass it on.