Annual General Meetings & Directors

[NickJ]

I've had a text from a mate who came across a Bristol City share certificate and asks the question:

 

"I remember each year getting a form about the agm and you had to vote each of the board members back in. How has this right now been taken away?"

 

The answer, which I may as well share on here, is that the Companies Act 2006 allowed shareholders to dispense with a meeting if they voted in favour of that, unless the company's Articles of Association specifically stated that the company should hold an AGM.

 

The Articles of Association of Bristol City prior to 2007 did indeed specifically require an AGM...........

 

........The circular to shareholders in respect of the November 2008 AGM included a reference to a special resolution, to be voted upon, adopting new Articles of Association. The relevant change in this regard was that the Articles would no longer require an AGM. The wording of the current Articles say "the Board may convene a meeting whenever it thinks fit".

 

 

How was this change voted through?

 

Well, the same circular included a section on "Conduct of the Meeting". Traditionally, resolutions proposed by the board had been voted for by a show of hands - usually most were voted through anyway, so shareholding considerations were unimportant.This section specifically spelled out that any resolutions would be voted for initially by a show of hands, but if the resolution was not carried, the vote would be conducted again, on the basis of each shareholder having a number of votes equivalent to their shareholdings.

 

As regards election of directors, it doesn't of course make a lot of difference whether an AGM is held or not, as the majority shareholder effectively has a casting vote.

[no_merde]

I'd imagine they dumped it because it was a pointless adminstrative task - Lansdown is the only shareholder of note, so why bother spending the effort/cost to appoint the staff to wade through the returned forms from the other minnow shareholders.

[Timbo7]

I'd imagine they dumped it because it was a pointless adminstrative task - Lansdown is the only shareholder of note, so why bother spending the effort/cost to appoint the staff to wade through the returned forms from the other minnow shareholders.

 

As I recall it this was the reason stated for the proposed change to the extent that Lansdown made his feelings (or lack of them) for the minority shareholders abundantly clear. From his reaction to the clear objection from the majority (if not all) the minor shareholders present at the AGM when the proposal was initially rejected, its appeared to me that SL (a 'lifetime fan' ???) had little more than contempt for those who have contributed in the past to save Bristol City from extinction. From the interview yesterday, it seems that he sometimes struggles to hide similar feelings for most of our supporters.

 

The Board would do well to remember (if they are actually aware) that they have a duty of good faith towards all (and not just the majority) of the shareholders!

[NickJ]

I'd imagine they dumped it because it was a pointless adminstrative task - Lansdown is the only shareholder of note, so why bother spending the effort/cost to appoint the staff to wade through the returned forms from the other minnow shareholders.

That's quite correct it became a pointless act. Even prior to the club going the way it has, board resolutions were generally voted through. A genuine vote on for example the re-election of the current board of directors would be an interesting exercise right now.

[Tall King Blox]

That's quite correct it became a pointless act. Even prior to the club going the way it has, board resolutions were generally voted through. A genuine vote on for example the re-election of the current board of directors would be an interesting exercise right now.

Interesting excersise...........Jeez Geez, it would be a bullshit bash of the highest order !