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Re: Update on Limited Company situation
Posted by: (78.145.186.---)
Date: April 18, 2009 04:52AM

I have received one of Sally Ann's suspension letters, I am in breach of rule 1 and suspended under Rule 4. I have been accused of;
1. Incitement of negativity towards the Company, including the fostering and promotion of the creation of a rival club.

2. Using the Company Membership list for personal gain and/or the benefits of another organisation.

3.Inciting members to destroy the club.

I have not responded to this rubbish. As Mike says, there is no mechanism to suspend members and even if there were I could not be suspended as a Shareholder in the Company. My renewal date is Jan 2010 and until then or the close of the Company I will remain a member/shareholder, as will anyone else who is the recipient of such a letter.
If "incitement of negativity" means having a different point of view from that of the inflexible and dictorial one of the G15, then I am guilty as charged. Interesting that Sally-Ann see's the new club as a rival to SCCGB,I think most of us see it as an alternative for members who agree with the new clubs philosophy.
Just for the record my membership list pre-dates the forming of SCCGBltd and is so written on it is almost unreadable. I also know a lot of members from their memberships of other clubs, ie model engineering/ steamboats etc.
Inciting members to destroy the club, well---compared to the G15 I am a mere apprentice. I feel sure it will be the names of the G15 who will go down in history as being the ones who destroyed the Steam Car Club of G.B.Ltd.

Best regards John Hill



Edited 1 times. Last edit at 04/21/09 11:38AM by John Hill.

Re: Update on Limited Company situation
Posted by: barry herbert (---.karoo.KCOM.COM)
Date: April 19, 2009 05:44PM

On my return from the Australian steam car tour I found a few letters from Sally Ann Dodd in my mail. One dated the 23rd March I felt I had to reply to and am sending her a reply by recorded delivery. My reply is as follows and is self explanatory:-

Having just returned from the Australian Steam Car Tour I have now had the chance to deal with my mail and have come across various letters from you and your so called Board.

Referring to your letter of the 23rd March setting out various incorrect statements I reply as follows:-

You state that you have 8 weeks from the 21st March to call a meeting. This is wrong. You had 21 days from the 16th March as per the 2006 Companies Act. You are therefore out of time and is why the members have called the EGM themselves. We know the requisition was served at the registered office on the 16th March because the people there posted it on toChris Busk, they having not been told that you were the Company Secretary although they were the new registered office. Any delays in the papers getting to you is your problem not ours. You cannot stop the clock running for any reason. Also, do you not realise that Nick Sutherland, our solicitor pointed out the deadline to your solicitor in a formal letter well ahead of the deadline.

You request a copy of all the covering documentation which was sent to the members with the forms. You are not entitled to see this. In any case it was a reference to John Hill's 45 telephone calls to the 45 people where they agreed to be part of the 10%. The covering letter asked them to sign the proxy form so that we had their proxy in writing.

You ask for submission of the original proxy forms. You have received these as they were sent to you at the registered office, via recorded delivery on the 16th March. I repeat, any delay thereafter in the forms getting to you is down to you. Also you have made a statement that many of the forms were not signed. This is not true, 44 of them were signed and one from the USA was sent by e-mail and is therefore legal.

You talk about a 2,500 deposit. You just do not understand the law. The company has to fund the meeting. If the directors fail to call the meeting then they become personally liable and the company is entitled to claim costs from the directors in person. But the company has to fund the member run meeting in the first instance.

The chairman of the meeting will be decided by the members who have called the meeting and the independent solicitor is to act and supervise the voting so that it is in accordance with the Companies Act. There is clearly a major problem with trust between the two sides and we would not accept delivery of proxy forms to your home. If instructions are to lodge proxies at your home they are flawed before we arrive at the meeting. That is why we have organised an arms length arrangement so that both sides cannot interfere with the result of the voting. A Scrutineer(s) acting for each party can monitor this process.

You should note that the resolution is for the company to cease trading, not be wound up. Your idea of costs of 30,000 - 50,000 is scaremongering. The actual cost of having a company struck off the Companies House register, after 3 months of ceased trading, is a fee of 10. Check out the facts before making such statements.

You mention asking what you call "my group" (i.e. the 10% of members calling for the EGM) for a deposit for the sum of 30,000 - 50,000 in advance. You must be joking.

Yours

Re: Update on Limited Company situation
Posted by: (78.145.93.---)
Date: April 22, 2009 04:04AM

I have now received a letter from Sally-Ann informing me of the boards decision to terminate my membership with immediate effect. I was found in breach of Rule 1. I assume I am not alone and they have terminated at least the core of opposition. I would bring to Sally-Anns attention the 10 page document issued on the 15th Jan 2009 and undersigned by the following; Haydn Davies, Joy Davies, Sally-Ann Dod, David Goddard, Diana Goddard, Edward Goddard, Stuart Gray, Gareth Jones, Maureen Jones, Ian Sparkes, Peter Stevenson, Ann Stoneman, Gerry Stoneman, David Webster.( in fairness I must point out that Peter Stevenson has since declared neutrality and no longer supports this group). On pages 2 and 8 the undersigned question the validity of Rule 4 and the fairness of members futures being decided soley by the directors. Clearly this bunch are making the rules up as they go along and are prepared to implement that which they do not believe in. To date they are in breach of the Companies Act and in spite of their claims for "open" and "honest" governance of the club are not listening to the majority of the membership. They are also refusing any offers put forward,to reconcile the differences and/or combine efforts to put this sorry episode to rest. How can anyone expect fair and democratic governance from such a group.
In reality my suspension and termination process is flawed and is not legal. I did not reply to the letter of suspension as I did not wish to continue my membership beyond the renewal date Jan2010 as stated in Rule 4. I am and will remain a member/shareholder in SCCGB until its closure or my renewal date.
This is posted to remind members that this tiresome issue is not over and we will need your continued support to bring about sensible closure to this nonsense. It is after all a hobby for our enjoyment.
Note. I first stated the date of the 10 page document as 15thApril. This was incorrect and should have been 15th Jan
Best Regards John Hill



Edited 2 times. Last edit at 04/29/09 02:25PM by John Hill.

Re: Update on Limited Company situation
Posted by: (81.168.70.---)
Date: April 22, 2009 06:38AM

John,

You are correct. There is no provision in the constitution to suspend or to terminate membership. Therefore you were not suspended. You are not terminated.

The sanction available to the board is to decline renewal when next due.

However, you can resign your membership.

Peter Stevenson, formerly of G15, wrote to me 15/4/09 20:26 to advise:-

Please note that I resigned from the club on Feb 14th and am no longer a member. I will therefore not be responding to any voting or EGM options.

I commend his behaviour in the wake of the AGM. Realistically, I could not expect him to speak out openly in favour of the old regime.

I have spoken with Ian Sparkes a little, and must say, he came across as a moderate, open minded individual.

Is there any hope that others from G15 might intervene in support of a single EGM? I find it tiresome that Gareth Jones, Gerry Stoneman, Stuart Gray & Haydn Davies choose to hide behind the skirts of Sally-Ann Dod.

... who, incidentally, wrote to me 23/1/09 09:35 (ahead of the AGM) saying "I am copying this email into Gareth Jones as he understands these complex legal issues much better than I and maybe he can comment on some of your points further".

I wouldn't like to comment on her judgement.

Kind regards
Greg



Edited 3 times. Last edit at 04/22/09 08:54AM by Greg Walker.

Re: Update on Limited Company situation
Posted by: (78.149.4.---)
Date: April 22, 2009 04:42PM

Greg.
I agree, I have had several conversations with Ian Sparkes and he does not come across as being 100% in support of the G15. He disapproves the actions of some of the group and I believe he has talked to Jeff Theobald with a view to joining the new club. I wonder how many of the others still have 100% support or are having second thoughts about supporting this pointless action. It could be that the G15 are now the G5
Regards John Hill



Edited 2 times. Last edit at 04/23/09 02:21AM by John Hill.

Re: Update on Limited Company situation
Posted by: barry herbert (---.karoo.KCOM.COM)
Date: April 23, 2009 05:04AM

I have today also received a letter from Sally-Ann Dodd staing that her Board, who I do not accept as the legal Board, have terminated my membership with immediate effect. They cannot do this as stated in previous posts by memebrs.

The only way I can have my membership terminated is if I formally resign or if I do not pay my membership fee. I am and will remain a member until the 31st August, 2009, the date when my membership runs out.

In the meantime I will put all my energy in trying to help with sorting this mess out.

The latest problem is that they have called for another EGM,3 days after the one called on the 7th May, covering the same resolutions. We know that this is a stupid situation but this is what they have done and we have to act accordingly.

Re: Update on Limited Company situation
Posted by: Mike Clark (---.glfd.adsl.virgin.net)
Date: April 23, 2009 07:13AM

I too received an notification of my termination and responded yesterday to Sally-Ann with the following email.

Dear Sally-Ann,

Thank you for your amusing letter of the 19th, received today April 22nd and which refers to the termination of my membership.

As you know perfectly well the only mechanism for suspending a member is Rule 4 which you regularly quote. Rule 4 very clearly indicates only that the committee have the right to refuse the membership renewal of a member whom they have decided should no longer remain in the Club. In my case that possibility is open to you early in 2010 when my subscription becomes due. No matter how often you repeat it and what words you employ I shall remain a member until my renewal date or the extinction of the Club whichever is the sooner.

I have not responded to your earlier letter announcing my suspension as there seemed no point as you have no power to suspend me immediately and I can see no circumstance in which I would wish to renew my subscription if the present management are still in charge at my renewal date.

For your interest however these now are my responses to your allegations of infringement of Rule 1.

1. Incitement of negativity towards the Company, including the fostering and promotion of the creation of a rival club.

I deny inciting negativity towards the Company, only to its current management.

If explaining the facts behind your allegations of theft and pointing out that the election of Messrs Davies, Jones and Gray was invalid is taken by you to be inciting negativity toward the Company perhaps you should think about the behaviour of your group which lead me to look into these things. That is what has produced negativity, to yourselves, not to the Club.

My position is that I wish to look after the interests of participants in our wonderful hobby. I regard the behaviour of your management group (whom I will not dignify by referring to as directors, since, with the exception of Mr Stoneman, they are not), as quite outrageous and absolutely detrimental to the steam car world. Following your group's behaviour before, during and after the AGM my view is that only a clean break will resolve the matter, hence my support for the new Club. I, along with many, would have been entirely content to leave you to it and go off on our own and I would still prefer this course. However your obnoxious treatment of Jeff and Chris and the continuous stream of allegations and ludicrous claims of theft, together with your evident intention to take over Jeff's website, means that with others I feel I have no choice but to seek your removal from the management of the Club. If this were possible without closing down the Club I would be very pleased but I fear it is now too late. My negativity is towards you and your group, not to the Company.

2. Using the Company Membership list for personal gain and/or the benefits of another organisation. This I absolutely deny. I do not even have a copy of the list. This is a completely unfounded allegation which I challenge you to substantiate. You cannot.

3. Inciting members to destroy the Club. Nothing to add to my response to item 1.


Finally I would add that your frequent use of unfounded allegations about members, your lack of regard for truth, and for Company law, and your mis-interpretation for your own ends of Rules 1 and 4 are worthy of the worst of our politicians and have no place in a civilised Club of enthusiasts. You are behaving like a group of playground bullies.


Mike Clark

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