To be held on Saturday 17th November 2007 from approximately 1.15 pm (immediately following the Bees United AGM and prior to the Darlington game) in St Paul's Parish Centre (behind Somerfields), St Paul's Road, Brentford TW8 0PN.
As usual the Loan Note AGM will be held immediately after the main BU AGM. The main business of the meeting will be to consider the representation of loan note members on the Bees United Board. Following the main business a ballot for one loan note holder to be elected as a Vice President of Brentford Football Club will be held.
Following a review of governance issues and in particular the composition of the board, the Bees United directors believe that there are justifiable reasons for reducing the number of representatives nominated by the loan note holders.
Subsequent to the loan notes being raised the Club’s finances have changed considerably and the 2002 unsecured Loan notes now represent a much smaller percentage (approximately 10%) of the overall money that Bees United has lent to the club.
Accordingly the BU board are requesting that loan note members agree to a resolution (see overleaf) reducing their entitlement from three board nominations to one nomination.
The current loan note holders serving on the board are:
Mr. Joseph Bourke (appointed for a three year term in November 2004)
Mr. Chris Gammon (appointed for a three year term in November 2005)
Mr. Paul Stedman (appointed for a three year term in November 2006)
In order to achieve the reduction in entitlement it is proposed that the post which arises from Joe Bourke’s term as a Director coming to an end is not filled. This will reduce the number of loan note representatives to two. Similarly, next year (2008) it is proposed that the post arising from Chris Gammon’s term coming to an end is not filled.
Accordingly the next election for a replacement loan note representative is scheduled to arise in 2009.
If you have any questions regarding the proposed reductions please contact Joe, Paul or myself:
Joe Bourke (email joe.bourke@beesunited.org.uk tel 07831 297 452)
Chris Gammon (email chris.gammon@beesunited.org.uk tel 07743 897047)
Paul Stedman (email paul.stedman@beesunited.org.uk tel 07970 837624)
NB Important: if you are unable to attend the meeting in person please complete and return the proxy form using the enclosed stamp addressed envelope
The Bees United board hereby gives notice of a meeting of Loan Note holders to consider the following resolution:
- THAT the number of nominations to the Bees United Board be reduced from three loan note representatives to one representative to be achieved by the date of 2008 Loan Note holder’s AGM. As an interim step the number of loan note representatives will be reduced to two with effect from the 2007 AGM.
Accordingly the first sentence of Rule 12 of the Loan Note terms and Conditions will be changed to:
The Noteholders shall be entitled to appoint 2 members of the Board, reducing to one member subsequent to completion of the 2008 Annual General Meeting and shall be entitled to vote as to who those members are in accordance with their voting rights.
In the absence of a request for a poll, voting will be conducted by a show of hands.
To ensure that the above resolution can be passed there are two tests:
- to be quorate we need votes from noteholders holding more than 50% of the voting rights
- to approve the rule change we need approval from two thirds of those attending the meeting or voting by proxy.
Accordingly if you are unable to attend the meeting we urge you to complete and return the enclosed proxy form as soon as possible. Please download the proxy form below (pdf format). This download will open in a new window.
2007 Loan Note Holders AGM prxoy form
Proxies may be returned to members attending in person and will be available for collection immediately prior to the meeting.
Chris Gammon, Secretary
Extract of meeting and voting rules.
10 Meetings of the Noteholders
10.1 The Society may at any time and shall at the request in writing of Noteholders holding a majority of the voting rights convene a meeting of the Noteholders.
10.2 A meeting of the Noteholders shall be held at such place and time as the Society may determine and shall be conducted in accordance with the provisions (mutatis mutandis) of the Rules of the Society relating to the holding of general meetings, save that the quorum at a meeting of the Noteholders shall be Noteholders holding a majority of the voting rights.
11 Voting Rights
11.1 On a poll, the voting rights of Noteholders shall be as follows:
11.1.1 One vote for a Noteholder holding in value £1,000 or more Loan Notes
11.1.2 Two votes for a Noteholder holding in value £5,000 or more Loan Notes
11.1.1 Three votes for a Noteholder holding in value £10,000 or more Loan Notes
11.1.4 Four votes for a Noteholder holding in value £50,000 or more Loan Notes
11.1.5 Five votes for a Noteholder holding in value £100,000 or more Loan Notes
PROVIDED THAT the entitlement to vote shall be based on the aggregate value of the Loan Notes held.