Steam Car Club : The Steam Car.....Forum
In the hope that we could arrive at some form of agreement with the present management of the SCCGB Ltd we arranged a meeting on Thursday April 30th between Gareth Jones, Sally-Ann, Mike Clark and Greg Walker.
The objective, which was accepted as desirable by both sides, was to achieve
an amicable parting of the ways and a single EGM at minimum cost
Although we were able to agree on most of the points sought by both sides and agree not to pursue the remaining issues of complaint which the SCCGB Ltd management have raised it proved impossible to arrive at an overall agreement because of our fundamentally different view of the future of the Limted Company.
In a nutshell we, meaning the members of the SCCGB Ltd who called for an EGM to be held on May 7th to distribute the assets of the Company and for it to cease to trade, take the view that in order to move forward both groups need to start from a similar base as new Clubs. If we could agree this, the heritage, goodwill, connections and name of the Limited company would not be taken over by either side and both would start from the same base. We feel strongly that this is essential if we are to move forward from this dispute and particularly are not comfortable that these attributes and assets of the Limited company be taken over by what we believe is significantly the smaller of the two factions.
Unfortunately Gareth and his colleagues disagree and remain adamant that they must
retain the Limited Company and continue to operate as the Steam Car Club of Great Britain Limited.
It is disappointing (we believe, to both factions) that these endeavours failed but that is the case. However we felt we had to try.
Mike Clark
The Official Forum for the Steam Car Club
A meeting to agree an amicable parting of ways
Posted by: Mike Clark (---.glfd.adsl.virgin.net)
Date: May 2, 2009 08:27AM
In the hope that we could arrive at some form of agreement with the present management of the SCCGB Ltd we arranged a meeting on Thursday April 30th between Gareth Jones, Sally-Ann, Mike Clark and Greg Walker.
The objective, which was accepted as desirable by both sides, was to achieve
an amicable parting of the ways and a single EGM at minimum cost
Although we were able to agree on most of the points sought by both sides and agree not to pursue the remaining issues of complaint which the SCCGB Ltd management have raised it proved impossible to arrive at an overall agreement because of our fundamentally different view of the future of the Limted Company.
In a nutshell we, meaning the members of the SCCGB Ltd who called for an EGM to be held on May 7th to distribute the assets of the Company and for it to cease to trade, take the view that in order to move forward both groups need to start from a similar base as new Clubs. If we could agree this, the heritage, goodwill, connections and name of the Limited company would not be taken over by either side and both would start from the same base. We feel strongly that this is essential if we are to move forward from this dispute and particularly are not comfortable that these attributes and assets of the Limited company be taken over by what we believe is significantly the smaller of the two factions.
Unfortunately Gareth and his colleagues disagree and remain adamant that they must
retain the Limited Company and continue to operate as the Steam Car Club of Great Britain Limited.
It is disappointing (we believe, to both factions) that these endeavours failed but that is the case. However we felt we had to try.
Mike Clark
Re: A meeting to agree an amicable parting of ways
Posted by: barry herbert (---.karoo.KCOM.COM)
Date: May 2, 2009 05:15PM
First of a big thank you to Mike and Greg in trying to reach an amicable settlement to this saga.
If I am understanding the outcome correctly all the points that Greg and Mike raised were agreed and presumably points raised by Gareth and Sally-Ann were also agreed.
To not go the next step and agree that the Steam Car Club of Great Britain Limited ceases to trade and the Name "The Steam Car Club of Great Britain" be abandoned seems farcical.
One comes to ask why is the limited company so important? Everyone in the Steam Car movement knows that two clubs now exist. All 320 members have received numerous missives from both sides highlighting this fact, but there is only one which has produced an actual magazine and a working website. It does not require a degree in ergonomics to place a bet on which club the majority will move over to. Witness the membership of "Steam Car Club reaching nearly 200 members and this only in about 10 weeks. It will increase even further when the second issue of the magazine is published and old Limited club members realize the situation and change over. Also, over the coming months old membership fees become due and will not be repeated and the membership of the Limited company will drop and continue to drop.
I think Greg and Mike's stance on the company is a correct one. Why do Gareth and the G15 want this company so badly? It is not as if the current members it has i.e. those whose membership has not been terminated (although they do not have the authority to do this) by Sally-Ann and her "Board", will stay with the Limited company. I know, as do lots of other members, that they are sick and fed up of the childish actions of the G15.
Here we have an opportunity to close the saga once and for all and again, Gareth and the G15, take a stance that is difficult to understand. If they are so confident that their future club has to be Limited then so be it. I have no complaints about that. Surely they can come up with a new company whose name that has not got Great Britain or British in its title. It is not a lot to ask is it? Both clubs then start off with a level playing field and members will decide which club to join with their feet.
Or is there an ulterior motive? There must be. Could it be to cause outside bodies i.e. Veteran Car Club, National Traction Engine Club, and Department of Vehicle Licensing, etc., to believe that they, Gareth and the G15, represent the views of the steam car world? We already have Stuart Gray self appointing himself onto the committee of the VCC as representing the steam car movement. Who voted him on to that position? Do members feel he can give a true and fair view of the steam car movement? And who amongst them does the National Traction Engine Club look towards as representing the Steam Car movement? The Goddards?
No it all comes down to Gerry, Stuart, Gareth, the Goddard’s and other members of the G15 (ignoring Peter Stevenson who had the wisdom to walk away from the situation) wanting to be all powerful and con outsiders that they are the experts of steam and know everything. We hear that Ian Sparkes is not happy with the way Gareth and the others are carrying on. What about Dave Webster? Is he a happy bunny with it all? No it comes down to Gareth, Stuart, Gerry, Sally-Ann and the Goddards. They are all the cause of the dispute. It is a bit much when Gareth and his cronies cause members, within his own G15, to be upset about the way things are going.
Gareth and the G15 keep talking on about representing members and member’s views. They talk about listening to members. Well I have got a message for them. The members, all 325 of them have been contacted and if feeling inclined have voted and sent in proxies for the meeting on the 7/5. The chances are that the 2 motions will be passed. If Gareth and the G15 are so intent of following the wishes of members then they should accept the verdict of the 7/5 EGM, adjourn the 10/5 EGM which was called by them as "a Board" and not by members, and form their own new club. If the wishes of the members at this meeting is however, to vote against the motions then we will back off as any decent group would. But of cause this is where the difference is between the two parties.
The change of the voting of the resolutions from an ordinary one as per the members wishes to a special one, per the “Board”, is vexatious to say the least being called 3 days after the members EGM. The “Board” had the chance to call the EGM but did not within the time scale. To call one 3 days later, using the same resolutions, is just vexatious and, therefore, according to the 2006 Companies Act, the resolutions of the 10/5 EGM will be invalid and illegal (Section 303 (5) of the Companies Act 2006).
The only valid resolutions are those called by the members at their 7/5 EGM which is still going ahead. The ”Board” takes its instructions from the members not the other way round. That is what democracy is all about.
Gareth and the G15 have got to realize that their standing in the Steam Car movement is at an all time low and cannot get much lower. This is not just in the U.K. but also in America and Australia. The word is spreading fast and will continue to spread as long as the saga continues.
So come on Gareth and the G15, if you want to stop all the phorum posts, all the bad feelings, etc. then just agree to Greg and Mike's original conditions in that you will co-operate in ensuring that SCCGB Limited distributes its assets and ceases to trade by backing the two resolutions, proposed by members, at the EGM of the 7/5. You can then form a new Limited company with a new name and a properly thought out set of Articles which the SCCGB Limited has not got. The current SCCGB Limited articles are not appropriate for the running of a steam car club as you well know.
A telephone call from you Gareth to Mike Clark agreeing this and the whole episode could be put to bed.
If I am understanding the outcome correctly all the points that Greg and Mike raised were agreed and presumably points raised by Gareth and Sally-Ann were also agreed.
To not go the next step and agree that the Steam Car Club of Great Britain Limited ceases to trade and the Name "The Steam Car Club of Great Britain" be abandoned seems farcical.
One comes to ask why is the limited company so important? Everyone in the Steam Car movement knows that two clubs now exist. All 320 members have received numerous missives from both sides highlighting this fact, but there is only one which has produced an actual magazine and a working website. It does not require a degree in ergonomics to place a bet on which club the majority will move over to. Witness the membership of "Steam Car Club reaching nearly 200 members and this only in about 10 weeks. It will increase even further when the second issue of the magazine is published and old Limited club members realize the situation and change over. Also, over the coming months old membership fees become due and will not be repeated and the membership of the Limited company will drop and continue to drop.
I think Greg and Mike's stance on the company is a correct one. Why do Gareth and the G15 want this company so badly? It is not as if the current members it has i.e. those whose membership has not been terminated (although they do not have the authority to do this) by Sally-Ann and her "Board", will stay with the Limited company. I know, as do lots of other members, that they are sick and fed up of the childish actions of the G15.
Here we have an opportunity to close the saga once and for all and again, Gareth and the G15, take a stance that is difficult to understand. If they are so confident that their future club has to be Limited then so be it. I have no complaints about that. Surely they can come up with a new company whose name that has not got Great Britain or British in its title. It is not a lot to ask is it? Both clubs then start off with a level playing field and members will decide which club to join with their feet.
Or is there an ulterior motive? There must be. Could it be to cause outside bodies i.e. Veteran Car Club, National Traction Engine Club, and Department of Vehicle Licensing, etc., to believe that they, Gareth and the G15, represent the views of the steam car world? We already have Stuart Gray self appointing himself onto the committee of the VCC as representing the steam car movement. Who voted him on to that position? Do members feel he can give a true and fair view of the steam car movement? And who amongst them does the National Traction Engine Club look towards as representing the Steam Car movement? The Goddards?
No it all comes down to Gerry, Stuart, Gareth, the Goddard’s and other members of the G15 (ignoring Peter Stevenson who had the wisdom to walk away from the situation) wanting to be all powerful and con outsiders that they are the experts of steam and know everything. We hear that Ian Sparkes is not happy with the way Gareth and the others are carrying on. What about Dave Webster? Is he a happy bunny with it all? No it comes down to Gareth, Stuart, Gerry, Sally-Ann and the Goddards. They are all the cause of the dispute. It is a bit much when Gareth and his cronies cause members, within his own G15, to be upset about the way things are going.
Gareth and the G15 keep talking on about representing members and member’s views. They talk about listening to members. Well I have got a message for them. The members, all 325 of them have been contacted and if feeling inclined have voted and sent in proxies for the meeting on the 7/5. The chances are that the 2 motions will be passed. If Gareth and the G15 are so intent of following the wishes of members then they should accept the verdict of the 7/5 EGM, adjourn the 10/5 EGM which was called by them as "a Board" and not by members, and form their own new club. If the wishes of the members at this meeting is however, to vote against the motions then we will back off as any decent group would. But of cause this is where the difference is between the two parties.
The change of the voting of the resolutions from an ordinary one as per the members wishes to a special one, per the “Board”, is vexatious to say the least being called 3 days after the members EGM. The “Board” had the chance to call the EGM but did not within the time scale. To call one 3 days later, using the same resolutions, is just vexatious and, therefore, according to the 2006 Companies Act, the resolutions of the 10/5 EGM will be invalid and illegal (Section 303 (5) of the Companies Act 2006).
The only valid resolutions are those called by the members at their 7/5 EGM which is still going ahead. The ”Board” takes its instructions from the members not the other way round. That is what democracy is all about.
Gareth and the G15 have got to realize that their standing in the Steam Car movement is at an all time low and cannot get much lower. This is not just in the U.K. but also in America and Australia. The word is spreading fast and will continue to spread as long as the saga continues.
So come on Gareth and the G15, if you want to stop all the phorum posts, all the bad feelings, etc. then just agree to Greg and Mike's original conditions in that you will co-operate in ensuring that SCCGB Limited distributes its assets and ceases to trade by backing the two resolutions, proposed by members, at the EGM of the 7/5. You can then form a new Limited company with a new name and a properly thought out set of Articles which the SCCGB Limited has not got. The current SCCGB Limited articles are not appropriate for the running of a steam car club as you well know.
A telephone call from you Gareth to Mike Clark agreeing this and the whole episode could be put to bed.
Re: A meeting to agree an amicable parting of ways
Posted by: (81.168.70.---)
Date: May 3, 2009 06:34AM
I have been browsing our Articles of Association, as you do, and have been surprised by my findings.
If you have ever been a member of the Steam Car Club of Great Britain Limited, and you are still alive, and you have not written to the company resigning your membership, you are still a member, and you still have full voting rights.
That applies whether or not your subscription contributions have lapsed.
It will take a 75% majority in a general meeting to change that.
Our directors do not have the power to suspend our membership of the company. They do not have the power to terminate it.
Article 3 deals with membership. 3.1 addresses commencement. 3.2 addresses cessation, which reads:-
A member may at any time withdraw from the Company by giving notice in writing to the Company. Membership shall not be transferable and shall cease on death.
So, although you may very well cease to be a member of the club by stopping your subscriptions, you will still have full rights as a member of the Company. Of course, if you have written to the club or the company to confirm you do not wish to renew your subscription, I do think that counts as giving notice in writing.
The only living person I know of who has been a member of SCCGB Ltd, but is no longer a member, is Peter Stevenson. I commend his behaviour in this matter.
Edited 2 times. Last edit at 05/03/09 06:36PM by Greg Walker.
If you have ever been a member of the Steam Car Club of Great Britain Limited, and you are still alive, and you have not written to the company resigning your membership, you are still a member, and you still have full voting rights.
That applies whether or not your subscription contributions have lapsed.
It will take a 75% majority in a general meeting to change that.
Our directors do not have the power to suspend our membership of the company. They do not have the power to terminate it.
Article 3 deals with membership. 3.1 addresses commencement. 3.2 addresses cessation, which reads:-
A member may at any time withdraw from the Company by giving notice in writing to the Company. Membership shall not be transferable and shall cease on death.
So, although you may very well cease to be a member of the club by stopping your subscriptions, you will still have full rights as a member of the Company. Of course, if you have written to the club or the company to confirm you do not wish to renew your subscription, I do think that counts as giving notice in writing.
The only living person I know of who has been a member of SCCGB Ltd, but is no longer a member, is Peter Stevenson. I commend his behaviour in this matter.
Edited 2 times. Last edit at 05/03/09 06:36PM by Greg Walker.
Re: A meeting to agree an amicable parting of ways
Posted by: (81.168.70.---)
Date: May 3, 2009 06:19PM
I am very troubled by experiences of Gareth Jones of late. In contrast to his claim of seeking transparency, I have found the reverse.
In our meeting, Gareth claimed not to know the net asset position of SCCGB Ltd, although he did assert that the bank balance stands at about £2,000 having paid for EGM 10/05 costs, but not EGM 7/05 costs. He further asserted there is a liability of about £800 which must be discharged or returned to the party who made the conditional gift. That makes it effectively, £1200 in the bank. I made it clear that we expect EGM 7/05 costs to be about £3,000 due largely to the necessity for legal services which I was seeking to reduce as a result of successful negotiations at our meeting.
Gareth said the company would dispute our claim for EGM costs because EGM 7/05 is not valid. The grounds he gave were that we had failed to give notice of the meeting to the company’s auditors. I pointed out that the company does not have auditors. He changed his claim to accountants. He clearly does not understand the difference.
The problem with disputing our claim for meeting expenses, he compromises the balance sheet further. Not only is he obliged to provide for the disputed claim, but he is also required to provide for the costs of disputing the claim.
I put it to him that SCCGB Ltd does appear, from the information disclosed above, to be trading whilst insolvent. How can a person who claims to be a director of the company, on the one hand claim to be ignorant of the asset position of the company, and, on the other, claim not to be trading whilst insolvent, given the information disclosed in this message? Directors have a duty to know the solvency position of the company.
I offered to help him to work out a rough balance sheet there and then, to get a rough position on the company’s situation, but he refused.
He offered to explain the erosion of the company’s bank account between the date of AGM 2009 and the present. When I pursued him for details of a decline of £6,500 in Late March & April, he simply accused me of “fishing”, and declined to address the matter further.
I appeal to Gareth to act in the interests of our members and of democracy. It is for the members to decide the future of the company. Not the board. Do not waste the company’s meager funds. Have one EGM where all proxies for both EGM’s are admitted to save money and to discover the will of our members.
In our meeting, Gareth claimed not to know the net asset position of SCCGB Ltd, although he did assert that the bank balance stands at about £2,000 having paid for EGM 10/05 costs, but not EGM 7/05 costs. He further asserted there is a liability of about £800 which must be discharged or returned to the party who made the conditional gift. That makes it effectively, £1200 in the bank. I made it clear that we expect EGM 7/05 costs to be about £3,000 due largely to the necessity for legal services which I was seeking to reduce as a result of successful negotiations at our meeting.
Gareth said the company would dispute our claim for EGM costs because EGM 7/05 is not valid. The grounds he gave were that we had failed to give notice of the meeting to the company’s auditors. I pointed out that the company does not have auditors. He changed his claim to accountants. He clearly does not understand the difference.
The problem with disputing our claim for meeting expenses, he compromises the balance sheet further. Not only is he obliged to provide for the disputed claim, but he is also required to provide for the costs of disputing the claim.
I put it to him that SCCGB Ltd does appear, from the information disclosed above, to be trading whilst insolvent. How can a person who claims to be a director of the company, on the one hand claim to be ignorant of the asset position of the company, and, on the other, claim not to be trading whilst insolvent, given the information disclosed in this message? Directors have a duty to know the solvency position of the company.
I offered to help him to work out a rough balance sheet there and then, to get a rough position on the company’s situation, but he refused.
He offered to explain the erosion of the company’s bank account between the date of AGM 2009 and the present. When I pursued him for details of a decline of £6,500 in Late March & April, he simply accused me of “fishing”, and declined to address the matter further.
I appeal to Gareth to act in the interests of our members and of democracy. It is for the members to decide the future of the company. Not the board. Do not waste the company’s meager funds. Have one EGM where all proxies for both EGM’s are admitted to save money and to discover the will of our members.
Re: A meeting to agree an amicable parting of ways
Posted by: (---.grapevine.net.au)
Date: May 5, 2009 06:35AM
I second Barry Herbert's thanks to Mike and Greg for seeking an amicable settlement in a timely fashion.
What puzzles me is what possible gain is to be served in continuing the ltd company - it seems to me that expertise in steam cars resides with the individuals who have put so many person-years into keeping these cars on the road, not conferred by some notional status through being on the board of a company.
As one who is far removed from the politics of this situation - in Australia - I am in agreement that the best way forward is for the company to be dissolved and let the G15 start a new club if they want - and it will perhaps be a very exclusive one! If I were a board member of the company I would in any event be wondering what the business plan was - at least the ill-fated Modelworks had a product.
Personally, the sole gain I have in being a member is as a contributor to (through subscription) and beneficiary of the world's best steam car website and now the second excellent magazine - so guess which club I moved to!
In the meantime, I hope the final differences can be resolved amicably - the steam car fraternity is too small for factionalism - it is, after all about enjoying the cars
Cheers
Dr Jerry Everard
Canberra, Australia
What puzzles me is what possible gain is to be served in continuing the ltd company - it seems to me that expertise in steam cars resides with the individuals who have put so many person-years into keeping these cars on the road, not conferred by some notional status through being on the board of a company.
As one who is far removed from the politics of this situation - in Australia - I am in agreement that the best way forward is for the company to be dissolved and let the G15 start a new club if they want - and it will perhaps be a very exclusive one! If I were a board member of the company I would in any event be wondering what the business plan was - at least the ill-fated Modelworks had a product.
Personally, the sole gain I have in being a member is as a contributor to (through subscription) and beneficiary of the world's best steam car website and now the second excellent magazine - so guess which club I moved to!
In the meantime, I hope the final differences can be resolved amicably - the steam car fraternity is too small for factionalism - it is, after all about enjoying the cars
Cheers
Dr Jerry Everard
Canberra, Australia
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