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EGM - 7/5/2009
Posted by: barry herbert (---.karoo.KCOM.COM)
Date: April 29, 2009 01:24PM

This is the last call for members of the Steam Car Club of Great Britain who have not sent in their proxy forms supporting the two resolutions to send them in now.

Full details of the address of the clubs solicitors and a proxy form can be obtained by following Jeff Theobalds link on the main page of this website.

YOUR VOTE IS IMPORTANT - WE NEED YOUR VOTE SUPPORTING THE RESOLUTIONS - DO IT NOW

Re: EGM - 7/5/2009
Posted by: Michael Dyke (---.lns4-c7.dsl.pol.co.uk)
Date: April 29, 2009 04:04PM

Hi Barry,
I am a bit unsure, but is the G15 meeting on the 10th May actually legal, and if it is, presumably we should send our votes in to Sally Ann Dod.
Can you advise?
thanks,
Mike Dyke.

Re: EGM - 7/5/2009
Posted by: (81.168.70.---)
Date: April 29, 2009 06:48PM

Hi Mike,

I have taken professional advice, which does confirm it is legal, although the advising solicitor says he has never heard of this happening before (overlapped EGM's where the same resolutions are proposed at each).

My recommendation is you should send proxies to Sally-Ann's home if you wish to support resolution 1, and oppose resolutions 2 & 3. Otherwise, I recommend that you send them to me, and I will undertake to deliver them to Sally-Ann on 8th May, if it's still happening. My post address is 34 Huron Drive, Liphook, GU30 7TZ (UK). You can nominate Mike Clark, Barry Herbert or Greg Walker as your proxy, because they have undertaken to attend & to accept proxy instructions. Or you can nominate somebody else who will be attending, but you should obtain their agreement. I would recommend that you oppose resolution 1 and support resolutions 2 and 3.

I question whether it will happen because I have been told the company has about 2,000 in the bank, but 800 of that is covered by a liability to deliver future magazines to academic institutions. That leaves 1,200 net cash. The cost of EGM 7/05 is estimated at 3,000 - mostly professional charges to ensure proper compliance with company law. The company is liable for these costs, although it can claim these costs from the directors because they failed to call the meeting when it was properly requisitioned.

My conclusion is that our company is therefore insolvent - now. Consequently, our directors are obliged to finance the deficit or close down our company.

An unfortunate consequence of this conclusion is there will be no funds to distribute in accordance with the wishes of our members.

Kind regards
Greg

Re: EGM - 7/5/2009
Posted by: Brian McMorran (---.as43234.net)
Date: April 30, 2009 02:22AM

Greg

Have I had too much sherry, or are your instructions a little muddled at the end of 1st paragraph in the previous post?

Brian

Re: EGM - 7/5/2009
Posted by: (---.range81-154.btcentralplus.com)
Date: May 2, 2009 10:56AM

Brian,

I haven't grasped the problem, but for EGM 7/05 please send proxies to Nick Sutherland as described on EGM voting instructions - [www.steamcar.net]

you can nominate Mike Clark, Barry Herbert or Greg Walker as your proxy who will vote FOR both resolutions unless you instruct otherwise.

As for EGM 10/05, Gareth & Sally-Ann have agreed to approve electronic submission of proxy forms. For that you would need to scan or photograph your completed proxy form (including your signature). You can email that to me as an attachment to greg@rtd.gb.com

Gareth & Sally-Ann have agreed that I can deliver completed proxy forms to the meeting immediately prior to its commencement. Your proxy form will not be invalidated if you don't know your membership number. You may nominate Mike Clark, Barry Herbert or Greg Walker as your proxy, who will vote AGAINST resolution 1 and FOR resolutions 2 & 3, unless you instruct otherwise.

If you want another proxy form for either EGM I can send them to you as attachments in pdf or microsoft Word formats by email. Please send me an email asking for that to greg@rtd.gb.com

You can send completed proxy forms to me by post. Greg Walker, 34 Huron Drive, Liphook GU30 7TZ (UK), but time is fast running out.

Sincere apologies for the inconvenience of two EGM's in rapid succession. Unfortunately, we have to deliver EGM 7/05 because of the promises we have made. And EGM 10/05 appears to be valid, although there is the clear threat that resolutions 2 & 3 will not be considered.

Kind regards
Greg



Edited 7 times. Last edit at 05/02/09 01:58PM by Greg Walker.

Re: EGM - 7/5/2009
Posted by: Brian McMorran (92.21.151.---)
Date: May 2, 2009 04:20PM

Greg

Sorry, it was the sherry at fault. Thought you were advising to support resolution one in the first sentence then the opposte in the final.Should have read the words outloud before I made a foolish post.

Good luck
Brian

Re: EGM - 7/5/2009
Posted by: Mike Clark (---.glfd.adsl.virgin.net)
Date: May 2, 2009 04:51PM

Stick to the whisky Brian!!

Mike

Re: EGM - 7/5/2009
Posted by: (81.168.70.---)
Date: May 8, 2009 05:22AM

Dear All,

I'm just putting a short message on this forum to summarise the outcome of the EGM at Stamford yesterday 7th May at 3 pm.

There being 14 members in attendance, and given that all members of the board had resigned on 5th May, the meeting elected Mike Clark as chairman.

Nick Sutherland of Hansells Solicitors was in attendance. He had received proxies in advance of the meeting.

Both resolutions were carried, the voting being identical for each - 100 for, 4 against. This requires that the company takes immediate steps to cease trading.

Given the situation that, at the time, the company had no directors, but is required to have at least one, it was proposed that Barry Herbert & Greg Walker should be elected as directors of the company. Each confirmed their willingness to serve. Voting was unanimous in favour. Therefore both are now the directors of the Steam Car Club of Great Britain Limited.

Please note that the EGM notified by the board that resigned on 5th May, and scheduled to take place at the Coventry Transport Museum this Sunday, 10th May at 2 pm, is hereby cancelled.

We hope to get a more comprehensive message to you later today, but I believe this sets out the key points of what happened yesterday.

Kind regards
Greg Walker



Edited 2 times. Last edit at 05/09/09 12:00PM by Greg Walker.



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