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SCCGB EGM 10-May-2009
Posted by: (81.168.70.---)
Date: April 20, 2009 01:20PM

Having received my copy of "The Pilot", I can only describe the decision of Gareth Jones, Gerry Stoneman, Stuart Gray, Sally-Ann Dod, and Haydn Davies to call an EGM for 10th of May as an insult to our members.

They have already acted in contempt of the Companies Act by declining to call an EGM that was properly requisitioned by members on 16th March in accordance with provisions of the companies act.

After receiving notice that members have called the meeting for 7th May, they tell us they intend to run another EGM but three days later, when they intend to propose the same resolutions, plus another.

I am satisfied that meeting 7th May is valid & am seeking professional advice on that for 10th May. As yet, I don't know whether the later meeting is valid. I am not aware of anything like this happening before. I find it irritating that two meetings are in train when one will do. I expect most members to share that sentiment.

Therefore, as yet, I cannot advise how you should respond to EGM 10th May. I will as soon as I can. I am advising you to take no action on this for the time being.

I would like to comment on resolution 1 to be proposed for EGM 10th May.

It calls for members to vote on the validity of EGM 7th May. The meeting is valid, or it isn't. A vote will not change that. It is a matter of law, quite complex law. It is not a matter for a referendum.

Let me share with you some of my recent email correspondence with Sally-Ann Dod, as company secretary.

Greg Walker -> Sally-Ann Dod 16/4/09

Can I make a plea for an outbreak of sanity & common sense before you call your EGM? The EGM is notified & booked for 7th May. Some time ago I put the suggestion to you that you & I should be able to discuss the procedural details to make sure itís organised to everybodyís satisfaction.

You are too late to respond to the membersí requisition. You know that. Please donít claim that delivery of a meeting inside 8 weeks is satisfactory. You know it isnít & you should not be claiming it is. ... You must take advice from your own solicitor on this matter.

Please write to me to confirm you will not be calling EGM 10/5/09. Please co-operate with me in our quest to deliver the will of our members to a general meeting.

Greg Walker -> Sally-Ann Dod 17/4/09

I would like to make a plea for sanity. The resolutions proposed [for EGM 10/5] 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.

Sally-Ann Dod -> Greg Walker 17/4/09

Please be aware that as your membership is currently suspended the Directors have asked me to advise you that until they have formally discussed you membership status, no further correspondence with you will be entered into other than on the subject of your membership.

Does this square with the unattributed message bearing SCCGB logo and Proxy / Voting Form that asserts "Your Board's attempts at reconciliation have failed"?

Does anybody share my opinions? If so, please write to Sally-Ann Dod at, and appeal to her for common sense. If not, please write to me at & tell me how I'm wrong.

Edited 4 times. Last edit at 04/21/09 04:55PM by Greg Walker.

Re: SCCGB EGM 10-May-2009
Posted by: (81.168.70.---)
Date: April 23, 2009 08:25PM

Unfortunately, lawyer's advice is EGM 10/5 is valid, but we need to run EGM 7/5 because notice for meeting 10/5 makes it clear that resolutions 2 & 3 will not be heard without further input from Barry. They could run meeting 10/5 without resolutions 2 & 3 on the grounds that Barry has not provided further feedback. He is under no obligation to do so, & won't be doing so.

I'm still hoping that common sense will prevail, & we won't be faced with 2 EGM's, but we don't have adequate justification to stand down meeting 7/5.

As yet, G15 are not permitting delivery of proxy forms by electronic means, so it will have to be post. Given the absence of trust, I suggest that you send proxy forms to me, Greg Walker, 34 Huron Drive, Liphook GU30 7TZ (UK). I will log your forms & undertake to deliver them to Sally-Ann's home by 8th May if I have them in hand on 7th. You may nominate Mike Clark, Barry Herbert or Greg Walker as your proxy. Each has undertaken to attend.

Lawyer has suggested tightening up on EGM 7/5 resolutions 1 & 2, to avoid the possibility of a small numerical majority in the later meeting overturning the decision of a large majority in the earlier (7/5) EGM. A further confidence resolution may yet be run at EGM 7/5 but the decision whether to do so has not yet been taken.

I'm afraid I have to tell you it looks like both EGM's will run, and you should vote on each. I'm awaiting advice from Nick Sutherland of Hansells (Solicitors) imminently & will advise you further when I get it.

We recommend that you vote for each resolution for EGM 7/5, and that you vote against Resolution 1, and For resolutions 2 & 3 of EGM 10/5.

Kind regards
Greg Walker

Edited 3 times. Last edit at 04/24/09 01:18PM by Greg Walker.

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