I thought it would be useful to update members of what is happening to the old Limited Company club.

John Hill has collected together a list of 10% of the members who have spoken to him saying that they would support a motion to dissolve the company. This follows the harassment the G15 group have caused Chris Busk and Jeff Theobald. This has become so bad that the police and even the local gas board have recently become involved. The members were also disgusted at the commotion that the G15 caused at the recent AGM such that the meeting collapsed into chaos. There are a load of other things the members are not happy with.

I have volunteered to arrange for the signing of the necessary requisition forms by the 10% members and such forms have been posted out this morning awaiting the return of them with signatures thereon.

The forms state the following:-

"I Have been asked by 10% of the members of the above company to ask for an EGM to be called to vote on the following proposals:

1. That the Assets of the Company be distributed in accordance with the wishes of the members and that the members are asked to advise the Board their wishes in this respect.

2. That once the Assets have been distributed in accordance with member's wishes that the company ceases to trade and is ultimately struck off the Companies House Register in accordance with the current company law"

If any member would like to add their name to the 10% list then let me know and I will send or e-mail a copy to your for your signature. My e-mail address is barry@owlshoot.com. We need the biggest support we can get to put this saga to bed once and for all.

A copy of this document has also been sent to the Company Secretary advising him/her that he/she is being put on notice that such a proposal is being collated and that the 10% of signatures will be presented to him/her in due course. The Company Secretary has to begin calling this meeting within 21 days of receiving the requisition.

As a matter of interest and coming as a surprise to the official Board of Directors the Registered office of the company has, within the last few days, been changed to an address in Shrewsbury by the G15 group.

The address is 1 Knights Court Archers Way, Battlefield Enterprise Park, Shrewsbury, SY1 3GA. My research has come up with two companies at this address "Lancroft Developments Ltd" and "Lancroft Estates LLP". If any members know who these people are then please let me know. It may be just an accommodation address. Certainly the move has been done without any legal authority from the company's legal directors.

Advice continues to be taken from the company's solicitors that the actions being taken by your legal directors are correct and in accordance with company law.

Now for some really good news. The total membership of our new club has just gone over the 100 members mark and is climbing every day. Unsolicited donations have come in totalling £3,338.50 which, along with the membership money, gives the new club a cash balance of around £5,800! This is the first time, in the history of the steam car club, that such a high level of donations has ever been reached and this has all happened in the last one and a half weeks. This shows the amount of support the new committee has and is receiving in trying to sort out the problem of the G15 group, to the benefit of us all.

Jeff has advised that the magazine is now at the printing stage and is to be sent out to members in the first week of April. He has also nearly finished revising the Website.

If you know of any members of the old company who have not signed up to the new club then please help them to change their mind. There is a membership form on the website, or, Greg Walker, the Club Secretary will send you one.

I have today posted first class/recorded delivery a total of 45 signed forms to the Company Secretary of the Steam Car Club of Great Britain Limited at the new registered office. The Company Secretary is at present Sally Ann Dodd. These forms requisition the Company Secretary to call an Extraordinary General Meeting.

This number of 45 is well over the legal requirement of 10% of the membership required to call such a meeting.

The wording of this form is quite explicit and each of the 45 members proposes:-

1. That the assets of the Company be distributed in accordance with the wishes of the members and that the members are asked to advise the Board their wishes in this respect.

2. That once the assets have been distributed in accordance with members wishes that the Company ceases to trade and is ultimately struck off the Companies House Register in accordance with the current law.

A covering letter, addressed to the Company Secretary, was also enclosed saying, in part:

"These forms are quite specific in what they say and you, as Company Secretary, have to comply with this requisition and start the ball rolling within 21 days, as per the Companies Act 2006".

And also

"An EGM needs 21 days notice being given to ALL members. Each member to receive a legal proxy form which repeats the wording of the resolutions on the 10% forms exactly. Members need to be given the opportunity of voting For/Against/Abstain in respect of resolution 1 and again for resolution 2"

I also point out in my covering letter that the envelopes, when they are received from members, remain unopened until witnessed by Greg Walker, our own Company Secretary. In this way there should be no arguments about illegal voting and counting.

minor point, Barry. I'm not company secretary, although I am secretary of the Steam Car Club. However, I would be happy to act as scrutineer.

Sadly, I fear, there's not much trust in evidence at the moment. I think it's a very good idea that the voting instructions remain unopened until they can be witnessed by agreed scrutineers. Might I suggest that envelopes carrying voting instructions should be marked "confidential - EGM voting instruction", or similar. The registered office will have to deal with all inbound correspondence, some of which may need urgent attention.

It is by no means obvious to me that any group will be opposing your proposals. I think what you propose is very sensible. You have my full support.

Kind regards
Greg

I'm afraid our directors did not call the required EGM in time, so members are calling it. Notice has been posted today, to all members, to the best of our ability. It will be held in Stamford on 7th May. Notice is also posted on www.steamcar.net/egm

I have also tried, with limited success, to email members with the notice.

If you are a member, please have a look at the link. You can submit your proxy by email. If you know someone who is a member, please let them know.

Kind regards
Greg

Dear All,

I am very troubled that the new management team of the Steam Car Club of Great Britain Limited is well on the way to spending half the assets of the company in the last two months.

Their EGM call will not be valid because they are out of time. Requisition was served at the registered office on 16th March. Companies Act 2006 section 304 (1) tells us:-

Directors required under section 303 to call a general meeting of the company
must call a meeting—

(a) within 21 days from the date on which they become subject to the
requirement.

That date was 16th March. They did not do so. Eight weeks is irrelevant.

Kind regards
Greg

Hi Greg, am I to understand that the G15 have now called a meeting?
If so, this is obviously a tactic to add more confusion and distract members from the legal meeting to be held at Lady Anne's Hotel on May 7th.
My understanding is;
they (The Board) were requested to call a meeting and failed to do so in the legally required time. They (The Board) are now in breach of the Companies Act.
We the membership under section 305 of the Companies Act have convened a meeting, the date being the 7th May
It needs to be made quite clear to members that any meeting called for by the G15/Board of Directors, 21 days after the 16th March will not be legal and should be ignored.
The only legal meeting in place to date is the one at Lady Ann's Hotel,St Martins, Stamford, Lincs, Thursday 7th May at 1500hrs.
I am intrigued by your comments on spending the clubs assets, if this is the case we the members need to know detail.

Best Regards John

I have just received something approaching an EGM notice for 10th May with accompanying proxy form. I would like to make a plea for sanity. The resolutions proposed are the original 2, plus one that's a vote of confidence in our board.

I appeal to the board to simply engage with the meeting that has already been notified.

There is still time for them to add their own resolution. I would say that would become resolution 3 to avoid confusion, but I would welcome resolution 3 being considered before any other.

There is dispute over whether resolutions 1 & 2 should be heard as ordinary (requiring more than 50%) or special (requiring more than 75%) to be passed, but let the resolutions be voted upon and recorded. The outcome will be a matter of law. Maybe the result will not fall within the middle ground.

The board are proposing that proxies be lodged at the home of Sally-Ann Dod. Those calling the meeting for 7th May have arranged for these to be sent to a solicitor, because trust has broken down. I would suggest we have to stick with the solicitor as an arms length arrangement that would be acceptable to all.

The proxies they propose include a space for membership number. Whilst they can ask for that, they cannot demand it. The companies act provides for a format that is approved by the directors OR one that matches the companies act pro-forma. My concern is that many members simply do not know their own membership number, and they should not be barred from voting because of that.

I am satisfied the original requisition was valid. Our directors are not entitled to demand separate validation, and to stop the 21 day clock ticking in the meantime. There is no requirement to provide an accompanying statement with the requisition. The validity of EGM 7/5/09 is not a matter to be voted upon, although I wholly support our directors call for a vote of confidence.

Kind regards
Greg Walker

I see that Sally Ann Dodd and her illegal Board are at it again.

I, along with 45 members, have called for an EGM, which Sally Ann Dodd refused to carry out in the 21 days time frame allowed by the Companies Act and which we, the members, have called ourselves in accordance with members rights.

She incorrectly states that a number of the 10% forms were not signed. I have rechecked this and every one of the 10% forms was individually signed by the appropriate member. The only one not signed was one from America and in that case it was sent by the individua’s e-mail and is therefore legal. He had printed his name in the signature box as he did not have a scanner. In any case 45 less one is 44 and still is well over the 10% of members needed to call an EGM. I have also received a further 4 forms, all correctly signed making 49 in total.

She also states, and I have received correspondence to this effect, that I have been thrown out as a member. Yet, today have received one of their voting proxy forms which suggests that I am still a member. The point is that you cannot throw out a shareholder which is what I am as long as my membership is up to date. More dirty tricks on the part of the G15 in trying to reduce the numbers of members in order to rig the voting once more.

What is wrong with these guys? An EGM has been called for the 7th May by the members to obtain the view of the whole membership as to the future action to be taken by the legal board of Bill Rich, Basil Craske, Jeff Theobald, and Gerry Stoneman. Our solicitor, who is the club’s solicitor, has advised us that these people are the current legal directors and no other person, and that includes, Gareth Jones, Haydn Davies and Stuart Gray, are.

Sally Ann Dodd complains that I have not responded to her correspondence. As most people know I have been touring with my steam car in Australia, only returning yesterday to her correspondence which I have no intention of answering as her so called Board is not made up of legal officials of the limited company with the exception of Gerry Stoneman.

She also says that I have failed to carry out my duties. But I am not a director only a guy who organised the gathering together of the minimum 10% members needed for an EGM, ensuring that they are duly signed. What other duties do I have to do? There is none set out in the Companies Act. Where is she coming from?

The situation is quite simple. Members have called for an EGM and it is to be held in Stamford on the 7th May. The result of the voting for Resolution 1 and 2 will clear up, once and for all, the future of the limited company. The fact of the matter is that whatever the result of the meeting the G15 group have split the members into two separate bodies. If the resolutions are a majority “For” then the limited company will cease trading. If the voting is “Against” then the limited company will be passed over to the G15 group to do as they wish. Can any one be fairer than that? In the meantime the new unlimited club is up and running with a published magazine and an operating website.

But the G15 are not happy with that and have decided to call an EGM of their own the calling of which contravenes the Companies Act and the result of which will therefore be Null and Void. Any voting here will therefore be a complete waste of time on your part as the decision as to the future of the limited company club will have been decided 3 days earlier on the 7th May.

Greg Walker is doing a magnificent job in organising the EGM and for the life of me I cannot see why the G15 group cannot accept the situation and wait to see the result of the members voting. As he has stated the club’s solicitor has been invited to the EGM to see that the meeting and voting is carried out in accordance with the Company’s Act. All Greg’s actions so far have been in accordance with the Companies Act and the solicitor is happy with all that has been done so far. The latest peice of the saga is that Sally Ann Dodd has announced to Greg Walker that she and her Board will no longer talk to him. How childish can you get.

So please, all you members, get your voting slip completed, preferably placing your cross in the “For” column. Please do not abstain as the G15 group are hoping you will. This just helps them with their numbers and does not give the full weight to the voting that is needed to sort them out.

For members living in America and Australia please do the completing of the proxy form TODAY as it takes a long time for the post to work. Preferably e-mail it to the address stated.

I have just received the first copy of the new STEAM CAR magazine. What a superb job Jeff has done. He has informed me that he is already working on Issue number 2. I have also received the first copy of THE PILOT from the G15 group. Not one interesting article in this just another tirade of rubbish against our committee members.

So the choice is yours. Get voting and lets shut down the old limited company club once and for all..

I agree with John Hill the members need to know what
has happend to the club funds.

The only legal E.G.M is on 7th may.

I have not yet risen to the bait of Sally-Ann Dod's "The Pilot" with its many threats and unsubstantiated allegations, along with what has become her regular litany of references to Police involvement, but I do think we need to look at the question of the "suspension" of members of the SCCVGB Ltd as this keeps cropping up again and again.

The letter informing me of my "suspension" advises me that I have been "suspended" under Rule 1 and that the issue is to be is to be dealt with in line with Rule 4

Here are the Rules.

------------------------------------------------------------

Rule 1 - Members are expected to conduct themselves so as not to bring the Club into disrepute.

Rule 4 - Anyone deemed by the Directors to be in breach of Rule 1 will be warned in writing by the Directors as to their conduct and the consequences for their continued membership of the Club and given their right to reply in writing within 14 days responding to any allegations made regarding their conduct and as to whether they should remain a member of the Club.
At their next meeting following the expiry of the 14 days the Directors shall consider the matter again taking account of all the relevant issues including any response from the member concerned and shall decide whether or not the membership of that member should be renewed and shall notify that member in writing as soon as reasonably practicable after their decision has been made.


--------------------------------------------------------------

Quite clearly Rule 4 gives the Directors the right to refuse to renew the membership of a delinquent, in other words to refuse his subscription at renewal. It does not in any way permit his membership to be terminated in the way Sally-Ann states on Page 8 of "The Pilot".

There is no mechanism within the Club's rules for a member to be suspended so anyone receiving a notification of suspension can ignore it unless they wish to defend their right to renew their subscription next time this comes round. Mine’s due in January 2010.


Mike