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The latest Club1872 commotion


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4 hours ago, Frankie said:

It's worth noting amongst all the posturing on both sides of this debate (namely Robert Marshall and Club1872) that Mr Marshall was questioned by police over comments he made on an open forum.

 

I won't pretend to know what's going on in this latest fan group clusterfuck but it's a timely reminder you can and will be held accountable for your online content.

For anyone ever caught in that situation timely reminder that the police don't know the law, and the words you are looking for are "no comment".

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2 hours ago, the gunslinger said:

PURELY IN THE INTERESTS OF BALANCE.

 

GOVERNANCE

 

The Club 1872 Board is aware of a number of comments that have been made on social media relating to concerns around the governance of the Club 1872 Community Interest Companies as well as the resignation of a former director. Regrettably, what has followed can be described only as a smear campaign, with Club 1872 and its Directors being subjected to false accusations and personal abuse. Club 1872 is an independently regulated entity, overseen by the Regulator of Community Interest Companies. As we have communicated to members previously, in 2019 the CIC Regulator examined in detail every aspect of Club 1872’s functioning in a process that involved substantial governance and legal work as well as dealing with complaints made to the Regulator. As a result of our work with the CIC Regulator, the Board presented to members a robust, transparent constitution which members approved in December 2019. As recently as April 2021, the Board was in dialogue with the Regulator about complaints received relating to the governance of the CICs. The Regulator dismissed those complaints as is more fully explained below. While it is correct that Club 1872 welcomes the investigation of complaints via the proper channels, we are aware that rumours and accusations made on social made can have an impact on how people view Club 1872 and can damage members’ trust in the organisation and those involved in its governance. With that in mind, the Board will take this opportunity to address a number of concerns raised on social media. This section of the update is long and detailed but we would encourage all members to read and consider it carefully as the false accusations and the potential concern these could cause members warrant a full and robust response. “Members are not being consulted on key decisions and Directors have acted outwith their powers to take decisions on behalf of the organisation.” This is one such complaint that was dealt with and dismissed by the Regulator as recently as April of this year. As has always been the case, the Regulator has access to all records and documents relating to complaints of this or any nature – including full Board meeting minutes, complete email chains, the Register of Interests and any other relevant documentation. As part of our work to enshrine Club 1872 members’ rights in the 2019 Articles of Association, members were defined as Contributors and given specific powers which they did not previously hold. All key decisions are referred to Contributors, as per our Articles of Association. The Regulator has carefully examined complaints relating specifically to our agreement to purchase New Oasis Asset Limited’s (Dave King) shareholding and, on the grounds that share purchases are a core function of Club 1872 Shares CIC and therefore do not require specific approval from Contributors, those complaints were dismissed. The main activity of the Shares CIC, as laid out in the Objects Clause of the Articles of Association, is to purchase shares in RIFC. The purchase of shares is not listed as a Key Decision in Schedule 2 of the Articles of Association because it is the core function of the organisation itself and therefore contribution to the Shares CIC in itself indicates support for that function. On that basis, Club 1872 does not seek to consult Contributors on shares purchases by the Shares CIC, nor would it be practical or appropriate to do so in many circumstances. To do so would certainly have jeopardised previous share purchases, as these have involved communication that sellers insist is kept confidential. This was the case when the Shares CIC purchased shares from MASH Holdings and was again the case in the negotiation of the most recent deal with Dave King. Where possible, the Board does inform Contributors of potential share purchases in advance and as an example of this we would remind Contributors of our previous public commitments to purchasing shares directly from RIFC Plc via share issues. We have, at various times, provided information on when share issues would take place and the extent to which Club 1872 would be able to participate. Over the course of the next year we have a very privileged position of being able to acquire a block of shares from Dave King at 20p per share. It is in the view of the Directors important that not only do we ensure that we, at a very minimum, hold more than 5% of RIFC that but we seek to increase the shareholding in RIFC year on year. “Directors have given themselves Executive powers/acted without the authority of the full Board.” This is false. As we have outlined in previous updates, Club 1872 Directors perform operational roles alongside working group members who volunteer to support the organisation. These operational roles include maintaining Club 1872 social media, liaising with numerous third parties, banking, maintaining the website, liaising with working groups etc. Without these roles being assigned and carried out, the organisation could not function and it has always been the case that Directors and working group members take responsibility for operational roles. Operational roles are delegated to individual Directors and working group members in accordance with Articles 8 and 10 of the Articles of Association and as agreed at Board meetings. “The Club 1872 Board has refused to hold Contributors meetings and is not upholding Contributors’ rights.” The Club 1872 Board is absolutely committed to ensuring Contributors’ rights are upheld at all times, including the right to attend or call Contributors meetings. That is why we worked with the CIC Regulator for over a year to enshrine those rights in the Articles which were then approved by Contributors in December 2019. To be clear, during our work with the Regulator through 2018 and 2019 there was concern on her part that the previous Articles (which were the Articles of Rangers First) did not properly enshrine those rights. A myth has been created and perpetuated by some individuals involved in the current smear campaign that Contributors’ rights have somehow been eroded since the days of Rangers First. That is demonstrably false and is something we will be happy to lay out in full detail to anyone who wishes to understand the true legal position. Although it may have been the intention of those who set up Rangers First to grant those rights to Contributors, they were only introduced with legal power in the most recent Articles which were approved by Contributors in December 2019. Until that point Contributors had no legal right to call or attend meetings or even to vote on key decisions of the organisation. During our work with the Regulator we addressed particular concern that Contributors meetings of Rangers First had been described as “AGMs” when in fact Contributors had no legal rights under the Articles at such meetings. In December 2019 the Club 1872 Board presented to Contributors a set of Articles which, for the first time, would enshrine their right to call and attend meetings. The requirement to hold an Annual Contributors Meeting was put in place in those Articles for the first time. Within weeks of those Articles being approved and adopted, the UK went into lockdown and the Board was prevented from organising a Contributors meeting. The Club 1872 Articles of Association are the framework by which the organisation is properly and effectively governed, but they do not override UK law and as such it was not possible to hold a meeting during 2020. This was a matter of disappointment and frustration for the Board, as we have stated in several previous updates along with our commitment to holding a meeting as soon as we are able to do so. The Regulator is aware of the limitations imposed by the extraordinary circumstances which prevented the Board from holding a Contributors meeting in 2020 and has accepted the Board’s position on this. As mentioned above, we have looked at alternatives to the traditional meeting format that can be put in place should we be unable to hold a face to face meeting within the coming weeks. A meeting will be held by the end of September 2021. For the avoidance of doubt, claims being made on social media that the Club 1872 Board has deliberately avoided holding Contributors meetings are false. Between its formation in May 2016 and the UK going into lockdown in March 2020, Club 1872 held five Contributors meetings (a sixth was scheduled but did not go ahead as only three Contributors had confirmed an interest in attending) as well as a number of focus groups to consult Contributors on proposed changes to the Articles. Directors have also made themselves available to meet Contributors in the Club 1872 office on match days and by appointment at other times. “Sitting Directors have adapted the Articles to ensure they don’t need to stand for re-election” This is not only false but nonsensical. It was the Contributors who voted for the Articles under the terms of which all Directors have been elected, by Contributors, to serve specific terms as defined in the Articles. One sitting director was re-elected by a vote of Contributors in 2020 after her previous term came to an end. The remaining Directors, two of whom were appointed as recently as June 2021 will have to submit themselves to a vote of the Contributors if they wish to remain on the Board beyond the terms they have been elected to serve. No Club 1872 Director is placed or kept in position without a Contributor vote taking place, upholding the one member, one vote principle that underpins the democratic process of all key decision taking. “Candidates were barred from the 2020 elections or have been barred from standing in future elections” No applications were rejected during the 2020 elections. Four members applied for three Board positions and were presented to members as potential candidates. With regard to future elections, no sitting Directors are able to disqualify candidates. As per our Articles of Association, removal of candidates would be at the discretion of the Independent Adjudicator. The Articles are very clear on the grounds on which the Independent Adjudicator may reject an application. “Consultants are being paid to run Club 1872.” We have stated this on many previous occasions, but we believe it is worth repeating since false allegations continue to be made; no individual is paid to carry out any role at Club 1872 other than our Admin Assistant, Lilian who deals with Contributors’ account queries. Club 1872 also pays for professional services including legal and accountancy work, web development and IT assistance, as required. “Club 1872 Directors are benefitting financially from their roles” This is quite simply wrong and mendacious. Although previously under the Articles of Rangers First it was the case that Directors were entitled to renumeration, the Directors of Club 1872 did not believe that they should be paid. In consequence the 2019 Articles were drafted by the Board to change the position and approved by Contributors specifically to prevent Directors from being remunerated for their services. Article 24.1 of the Club 1872 Shares CIC Articles of Association states clearly that Directors are not entitled to any financial rewards or expenses. Club 1872 Directors and working group members are involved in a purely voluntary capacity and give their time freely because they believe passionately in Rangers Football Club and the fans having an ownership stake in the Club. The suggestion that the Board that put those rules in place is now ignoring them for their own benefit is not only false but is also ludicrous and offensive. It is neither practical nor reasonable to expect volunteer Directors to respond to every criticism or allegation that is directed towards the organisation or individuals and the Club 1872 Board will not be bullied into conducting its business via internet forums. Also, in some cases the Board is obtaining confidential information from third parties and is legally bound not to share the information publicly. We do however welcome dialogue with Contributors and with the Regulator on any issues of concern. The proper, appropriate channel to raise serious concerns relating to governance is via the CIC Regulator, who can examine all aspects of the issues thoroughly and independently. There is important work for us to be getting on with as we seek to grow the membership and realise the goals of the organisation. Responding to one-sided, incomplete social media comments and unsubstantiated accusations is both timeconsuming and a distraction from the core business of the Company, and wasteful of the resources and time of the Board. Additionally, unless the issues relate to the core business of the CIC in which the one member, one vote system operates to give all Contributors a say in important matters, the Club 1872 Board is limited in how it can respond. In recent weeks Club 1872 Directors have been subjected to a barrage of abuse both publicly and privately which has involved threats, name-calling and wild conspiracy theory allegations and accusations. While this has been extremely unpleasant for us as individuals, we have at all times sought to ensure through communication with the CIC Regulator and, where appropriate, the Club 1872 lawyer that we are acting properly and in accordance with the Articles of Association. The Club 1872 Board was elected by members to advance the objects of Club 1872 Shares CIC as defined in the Articles - to purchase as large a block shareholding in RIFC as we can up to an initial target of 25% +1. That is what we are doing and that is why we have worked for years through the Club 1872 Board and working groups to put Club 1872 in a position to realise that goal. Our level of professionalism, commitment and good governance during that time convinced Dave King that he could safely pass on his shares to Club 1872, under the stewardship of this Board, so that fans would never again be powerless. We know having spoken to Dave about these issues recently that we retain his full support for carrying on with that work. At all times in the past year, and at all times in future years, this Board has and will conduct itself with a decorum which is sorely missing from those engaging in this smear campaign. It is not easy as volunteers to be attacked online for a sustained period of several weeks by individuals you know are misleading Club 1872 members and the Rangers support and lying about your own personal motivation and behaviour. We know how much this so-called “infighting” puts people off joining Club 1872. As such it is a matter of deep regret to the Club 1872 Board that we are in a position where we are having to address an internet smear campaign which is rife with lies and misinformation. We cannot allow these smears to continue when at all times the Board has followed the rules of the organisation, has strived to act independently of influence from any outside body or persons and has advanced the goal of genuine supporter representation at Rangers to a point where, if the support want it, it can now become a reality. The two newest members of the Board, George Hoggan and James Irvine, who were elected via an independently adjudicated process by members only weeks ago, are currently reviewing ALL the emails, documentation, legal advice and Board minutes covering the period to which the concerns raised online relate. It is with their full support and participation that the Board has prepared the response above and is also dealing with specific legal matters and the Club 1872 lawyers in relation to false accusations and online smears.

I must have read a good 40 lines before giving up. 

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28 minutes ago, Bill said:

I must have read a good 40 lines before giving up. 

Sir, I salute your courage, your strength, your indefatigability, and I want you to know that we are with you.............

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13 minutes ago, CammyF said:

As Frankie (I think) said earlier in the thread, only one word to describe these events - clusterfuck. 

I'd add predictable and embarrassing

 

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