To date we have received two offers of funding: one from a consortium headed by John Neill and Colin Rowley and one from a group of supporters offering an interest-free loan facility. In normal circumstances, we would all be excited by any potential investment in the club but in this instance, as members will be aware, that has not been the case. There has instead been a lot of speculation and ill feeling so it is only right that we present what we believe to be the facts, and the current position, regarding the two offers.
The offer from John Neill and Colin Rowley, in its current form, could not be accepted by the Trust Board for legal reasons. Our intention, as you know, was to lay all the facts and figures before the membership, undertake a period of consultation, hold a vote and then proceed according to the outcome of that vote. However, the whole consultation process has generated a lot of heat and not much light, as you will be only too aware, and it became clear that whatever decision was reached would be subject to criticism and challenge. To avoid this, or at least to mitigate any damage that might result from people who might harbour ill-feeling after the outcome was known, the Trust Board concluded that it would make sense to take legal advice on two key points:
- What majority would be required for the vote to be binding?
- Would acceptance of the offer be in breach of the Trust rules and constitution?
On the point of the required majority, we were told initially that a simple majority would suffice. But, as explained below, it was later confirmed that the consortium’s offer was not compatible with the ‘objects’ of the Trust.
On the consortium offer itself, the Board was unable to finance a comprehensive analysis of the offer documents due to financial constrictions so decided to seek clarification from lawyers on the ‘legality’ of its acceptance only. For the avoidance of any doubt, we did not ask lawyers to comment on whether the offer was in the best interests of the Club, whether it represented a ‘good’ financial deal or if there were any contractual issues to be aware of.
We received a reply from our lawyers on Friday 13 July. The advice to us was that the Board would not be competent to sign any contract accepting the offer in its current form for the following reasons:
- The Trust Rules state that the Club must be run in the interests of the community and if it does that through a subsidiary company then that subsidiary company must be within control of the Trust. The offer from the consortium proposed that the investors ie the consortium would control the Board of the Club so that would break our Rules
- The Trust Rules also state that the ‘objects’ of the Club and Trust must be consistent with each other and lawyers felt this may not be the case after the investment as there was doubt about whether the club would be run for the benefit of the community if investors stood to gain financially from their investment
- The Trust Rules also state that the business of the society (the Trust) must be conducted for the benefit of the community and not for the profit of its members. Furthermore, any profits that are made must not be distributed directly or indirectly in any way whatsoever to members but must be held in reserve or spent to further the Society’s objects. Profit-sharing should the value of the club increase threw this into doubt
The concluding statement was as follows:
We suggest that you tell the investor that, having taken legal advice, you cannot proceed with the proposed investment on its current terms as it is beyond the Board’s competence
We informed John Neill and Colin Rowley about this on 15 July, at which point they formally withdrew the offer. They had already stated on social media on 14 July that they intended to step back from the process anyway.
We also received a ‘letter of intent’ from a group of supporters offering a loan facility, signed by John Hunter, a director of Stirling Albion. We published the letter on the website and sent it to members. We have had no further communication since the original letter was received.
Members will also be aware that there were, in the recent past, some unfortunate exchanges between the old Trust Board and the Club Board, some of which have resulted in our club being the subject of unwanted negative media coverage. The new Trust Board has been working hard with the Club Board to repair some of the damaged professional relationships but it is clear that there are still some governance issues that need to be resolved. These issues mostly relate to a lack of clarity about who is responsible for what. The reasons for this appear to be historical and we, the new Trust Board, have no desire to cover old ground and resurrect old arguments. But we do intend to fix the problem.
It is clear that resolution of some of these governance issues will require a change to the Trust Rules. They are not fit for purpose. People interpret them in different ways and indeed we have had to go to lawyers and pay them Trust funds – your money – to get clarity on what some of them mean. This has to change.
There has been a lot of turmoil over the last year and we are fearful that this might impact on the manager and the team. So we are proposing a period of stability to allow us to sort out the problems in the ‘back office’ while allowing Dave Mackay and the players to do their job on the park.
We envisage an interim arrangement where:
- There is a moratorium on any kind of investment offer while we address the problems associated with the Rules and constitution
- We maintain the existing Trust and Club Board structures for the same period
- We work with the Club Board to implement a temporary oversight and reporting regime so that the Trust Board is better informed about how the Club Board operates and better positioned to understand the challenges they face in running the club on our behalf
During that interim period we will start to redraft the Trust Rules and constitution in plain English so that they can be understood by everyone. We will consult with our members to see what kind of Trust we all want. We should not be making it difficult for people to invest in our club if we feel that investment will help us achieve our ambitions. But we must also be clear about the price of that ambition and what we might have to give up to achieve it. That is not a decision for the Trust or Club Boards. It is a decision for the members.
As part of our consultation we will also talk to people who are doing this successfully right now – other fan-owned clubs – to see how they manage to bring in investment while retaining meaningful control and placing the club at the heart of the community. And, of course, we will involve you every step of the way.
Finally, we will try to ensure that we are as open and transparent in our dealings as possible.
The last few months have been difficult for many people associated with the Club. Feelings have run high, fuelled to a large extent by social media. Individuals who give up enormous amounts of their time to try to make our club a success have been subjected to completely unwarranted external pressure that often borders on the unsavoury. Threats and abuse will not help us deliver our collective aim of building a team that we can all be proud of. As a Board, we will not tolerate behaviour that brings our organisation or our club into disrepute. We actively encourage robust debate and challenge and would entreat everyone who genuinely has the interests of the Club at heart to respect the views of others and treat them with courtesy.
We are more than happy to offer any fan the opportunity to present their views, objections or concerns through our communication channels.
You can write to us at
Stirling Albion Supporters’ Trust
You can contact us via our website at https://safctrust.com/contact-us/
You can drop us an email to firstname.lastname@example.org
We treat all communications we receive in the strictest confidence. If you want to come and talk to us in person then just let us know and we can arrange an opportunity for you to do so.