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The Upcoming EGMs
at 17:51 13 Mar 2020

Just so I’m not accused of misleading anyone, as I stated- I was informed, on good authority, that a proxy appointment cannot be limited to only another shareholder. You could google it yourself and find many reputable legal sources who state this.

A comprehensive legal explanation from the Journal of Business Law is available here:
http://www.tara.tcd.ie/bitstre

It states:

The Continuing Evolution of Proxy Representation

Eligibility for appointment as a proxy As noted above, prior to the enactment of the Companies Act 1948, the right to vote by proxy had no statutory footing and was subject to express authorisation in the articles. This was almost always given, but the right to appoint a proxy was often made subject to limitations. One such limitation was that the proxy should himself be a member. 14 This limitation aided the board of directors in their endeavours as a member would often find it arduous to attend and vote on behalf of another member in opposition to the motion favoured by the board. Concerns in relation to the constraints imposed by such a requirement were voiced by the Cohen Committee prior to the enactment of the Companies Act 1948. 15 Consequently, statutory recognition of the right to appoint a proxy in s.136 of the Companies Act 1948 did not entail a requirement that the proxy must be a member being imposed and it was expressly stated that there was a right to appoint a person as a proxy “whether a member or not”. This approach was also taken in s.372(1) of the Companies Act 1985. By contrast, s.324(1) of the Companies Act 2006 simply refers to a right to appoint “another person”. However, this should be read in the context of s.331 which contemplates companies providing more extensive rights in relation to the appointment of proxies but not less extensive rights. Therefore it is not open to companies to add further restrictions concerning eligibility for appointment as a proxy.

As to the question whether you can still attend having been refused a proxy- No. It just seems you shouldn’t have been refused.

I can see no way the meeting will now go ahead for corona reasons, so hopefully you might be able to rectify this, or get an explanation, before a future meeting.

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The Upcoming EGMs
at 22:59 12 Mar 2020

With regard to events discussed in the shares thread, I have sent the following to the Club and Trust. As It might take more than one email to make a difference, if you support these requests can I suggest you copy and paste it into an email to david.bottomley@rochdaleafc.co.uk and info@daletrust.co.uk from yourself.

It would be better to send it from your own email account, but for anyone who wants me to forward it on for you can use this form https://forms.gle/KuXgAaMMC4ZM

Subject: The Upcoming EGMs

Dear Rochdale Association Football Club and Rochdale Supporters Trust,

As a Rochdale AFC supporter, shareholder, and Trust member (delete as applicable), with significant concerns regarding the upcoming EGMs, I make the following requests to the Club and Trust:

A - That the Club EGM is postponed for the time being.

The current public health situation is one of obvious concern. Public gatherings are to be discouraged, shareholders/members will need to travel from a variety of locations, and demographics are such that many will fall into higher risk categories. This may well cause a reluctance to attend, and place those that do at risk.

As the Club EGM is the cause of a separate Trust public meeting, to which the same concerns and risks apply, if the Club EGM is postponed, this could and should be also.

There is also the factor of additional worry and stress the matter may cause supporters at a time of heightened anxieties elsewhere.

Given the Club has stated there is no immediate requirement for passing the proposed resolutions, it is my view that conducting the meeting in such circumstances would be unnecessary, unfair and irresponsible.

I therefore request that the Club postpones the meeting for the time being; and that the Trust endorses and pursues this request.

B- That the Club EGM notice is amended, and shareholder rights fully recognised.

The EGM notice states a shareholder may appoint a proxy, but they must be another shareholder. It contains no instructions on how to register an appointment.

I have been informed that the under the Companies Act 2006 (s.324-325):

- There is a statutory right for a shareholder to appoint multiple proxies, i.e. one for each share held, and that those proxies need not be another shareholder;

- Shareholder’s proxy rights, including the right to appoint more than one proxy, must be stated in the meeting notice;

This being the case, by issuing a meeting notice which fails to fulfill s.325, and by requiring any proxy to be another shareholder, the Club Secretary is acting in breach of the Act, restricting shareholder rights, and committing an offence. Assuming this was done in error, rather than to stymie shareholder representation, it’s something the Club will be eager to rectify.

I therefore request that, before any such meeting takes place, the Club issues a revised notice that properly conveys shareholders rights, and makes a proxy appointment form readily available; and that the Trust endorses and pursues this request.

C- That the Trust utilises its shareholding in an effective manner by appointing proxies

According to reported information, the Club Board is seeking unfettered powers to be able to sell shares to new investors and radically change the ownership of the Club.
With obvious examples of the existential dangers this could bring, it is reasonable and responsible for stakeholders (incl. supporters) to have concerns, seek to scrutinise, and try to ensure our interests are protected.

A principal objective of the Trust is to achieve the greatest possible supporter and community influence in the running and ownership of the Club. Unfortunately, the Trust’s 2.5% shareholding is unlikely to be of much effect.

In the above circumstances, an effective way to utilise the Trust’s shareholding, in line with that objective and Request B, is to appoint any supporter who wishes to be able to attend the meeting to hear and/or take part in the debate, as a proxy for one of its 12,650 shares.

I therefore request that before any such Club EGM takes place, the Trust makes a proxy appointment readily available to any supporter who wishes to attend; and that the Club is compliant with this occurring.

I make all these requests in what I consider to be the best interests of the Club, Trust and Supporters, and given the timescales involved, I ask you both please provide a prompt response.

Yours sincerely.

(Name)

[Post edited 13 Mar 2020 0:48]

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