The EGM called by the recently resigned board of the Steam Car Club of GB Ltd and planned for Sunday May 10th at Coventry is cancelled.

The first resolution tabled for the EGM of May 10th combined clauses which sought to declare the EGM of May 7th invalid, to ratify the Gareth Jones board's claim to have terminated the membership of certain members, and to declare confidence in the Board of the Company SCCGB Ltd. It is not possible to vote on any of these matters independently as all were combined in a single resolution which became irrelevant as a result of the resignation of the Board and officers of the Company on May 5th. This resolution cannot be proposed or voted upon.

The second and third resolutions, which sought to share the assets of the company and for it then to cease to trade, have already been decided by members who voted with a 96% majority "for" these two resolutions at the EGM of May 7th at Stamford.

The resolutions being either irrelevant due to the resignation of the board, or already decided, this EGM therefore is left with no scope to make any decision, and is therefore cancelled.

You might be interested to read the following detailed objections to Resolution One for the EGM of May 10th which were prepared before the resignation of the board was announced. They clarify further points in relation to Resolution One which was already contrary to law before becoming irrelevant. It was our intention to make these objections to the board before the EGM of May 10th took place, and to deliver them in writing ahead of time.

1. The resolution as a whole relates to three separate subjects, on any of which a member may wish to vote "for" or "against". It is unreasonable to combine all three together and expect members to vote on the package, particularly when the last of these three subjects is described as a vote of confidence in the Board.

2. Sentence 1 (the validity of EGM 7/05) is not a matter for voting upon. It is a matter of law whether EGM 7/05 is valid and this is not a subject which can be decided on by voting at an EGM. Unanimous support for the resolution will not make the meeting invalid.

3. Sentence 2 is meaningless. (Further the Board's decision to suspend members whose only wish is to destroy the SCCGB Limited.) Furthermore members cannot be asked to vote to support the Board's desire to terminate the membership of people accused of "thought crime". It may be reasonable to punish somebody for their actions, but that is not the accusation.

4. There is no provision for suspension, or for termination of membership by the board within the constitution of the SCCGB Ltd. Again, this is not a matter for voting. There either is, or there isn’t – and, in this case, there isn’t. The constitution would need to be changed to make that provision, and that would require a special resolution at general meeting.

5. That leaves the issue of confidence in the board referred to in the last part of the resolution. (This part is no longer possible due to the prior resignation of the board).

6. As a result of the errors inherent in Resolution 1, including the meaningless second sentence and the legal misinterpretations implicit in the first and second sentences, this resolution cannot be properly voted upon and should be struck from the agenda for the meeting. We will insist, should you proceed with this resolution, that our objections to it be recorded in the minutes of the meeting and circulated to members of the Company

Kind regards
Barry Herbert
Greg Walker



Edited 4 times. Last edit at 05/09/09 02:21PM by Greg Walker.