Re: Special Resolution.
Posted by: barry herbert
Date: December 30, 2011 07:15PM
This “Written Special Resolution” letter is a further one sent out by Mr Greg Walker. He seems to have a personal vendetta against Mr Basil Craske, our Chairman and is drawing our club into the situation.
The background is that in May, 2009 an EGM was called where the members, with over 90% acceptance agreed the Directors of the LTD company (i.e. Greg Walker and myself), should cease trading, check the then finances of the Ltd company, sell any assets and strike the company off the Companies House register. The company was found to be insolvent with debts owing to a couple of suppliers. Two loans from members enabled one of the creditors to be paid in full, the other was taken over by the club.
The most valuable asset the company had was the name “The Steam Car Club of Great Britain LTD”. Accordingly two Agreements were drawn up selling this name and the other few assets to the new club. One of the Agreements specifically said that the name “The Steam Car Club of Great Britain LTD should be changed to another name before the company is struck off the Company House register. The new club also agreed to take over the liability to the Energy Trust. These agreements where approved by the new club's solicitor and were signed by Greg Walker on behalf of the LTD company with my agreement. The new club's signatory was Basil Craske acting as Chairman and with the authority of the new committee. The club passed over to the LTD company the sum of £1 as consideration. The club thereby purchased the name “The Steam Car Club of Great Britain LTD”. All the above had to be done within 30 days.
Mr. Walker, in his usual manner, did not do this and the LTD company still exists to this day with its original name “The Steam Car Club of Great Britain LTD.” This goes against the agreement that Greg Walker signed. I, personally, have spent over two years, as a co-director trying to get Greg Walker to do as we both agreed and honour the agreement. I became so fed up with Greg always, in every situation, wanting his own way, yet never giving anyone a reason for his obstinacy. This became so frustrating that I resigned as the second director of the LTD company leaving Greg with the baby.
His latest opinion, contrary to what he thought, and agreed by solicitors when the agreements were signed, is that the LTD company has not got the mandate from the members to change the name before striking the company off. He ignores the fact that the May EGM gave the directors permission to sell all the assets.
To cut a long story short the club took Greg and the LTD company to court and a Directions hearing was held a few days ago in Norwich. The Judge had a solution to the problem in front of him, this was that Greg appoints Basil and myself as directors and Greg then resigns. The two new directors would then change the name and have the company struck off. The two members who had loaned the LTD company money would have written off the balance owing to them if this deal was agreed. The Judge thought that this was a reasonable solution. Greg would not agree to this simple solution which the Judge could not understand, we being a small club playing with steam cars.
The Judge then put to Greg “If money was paid to you, together with a guarantee of indemnity from past misdemeanour’s, would he agree to the changeover”. If so he asked Greg how much would this be and Greg immediately, without thought, replied £5,000!!. His motive was now clear. He was deliberately being awkward to force money out of the club. This amount was rejected and a debate followed, but no agreement was forthcoming. Eventually, outside the court, Mr Walker and the Club agreed, subject to contract and the committee approval, that he would be paid £1750. The committee has subsequently decided not to use club funds to satisfy Mr Walker and he has been told of this decision. We feel that this has triggered the letter you have received.
Turning to the Written Special Resolution, Greg in his way, has failed to give you some salient points. It is only he who thinks that the membership have not given their authority to change the name to another.
His decision has exposed the club members to even more unsolicited mail from him.
He says in his third paragraph that the application to the Court was denied. In fact just the reverse. The hearing was a Direction hearing and the Judge said the club had a case and that a future court would hear it. He gave the club till the 31st January, 2012 to prepare its detailed case, for Greg to deposit defence papers by the 28th February and said the hearing would take place sometime April/May.
He also says, over the page, that at the Court hearing, the club agreed to fund the costs of obtaining the decision of members. This is not so The subject of sending out a letter calling for a vote was never discussed at the hearing. He has been informed that the costs of this exercise falls on him personally, the LTD company not having any funds, in fact it owes money to two members re the loan they made to help the realisation of assets, etc.
The whole saga is an unnecessary problem brought about by a member of the club who has been thrown out of the club for previous actions ( but unfortunately is still the sole director of the LTD company) and who is now carrying out a personal vendetta against the Chairman and committee members.
There is a lot more I could list but I think the above sets out the background.