An Honest Game? Convince Us.

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Great post TSFM. I hope I am wrong; but since it …

Comment on An Honest Game? Convince Us. by HirsutePursuit.

Great post TSFM.

I hope I am wrong; but since it appears to me that the points you raise are unanswerable on the facts, I fear that your latest missive will remain largely unanswered.

However, having replied to your previous effort with Auldheid. complete silence now will be seen as an admission of “guilt”. I expect – like the LNS Commission itself – the SPFL (via HP) will give answers to questions that you haven’t asked.

Since it has been laid out so clearly, perhaps someone from the SMSM can extract an “exclusive” from your work!

HirsutePursuit Also Commented

An Honest Game? Convince Us.
neepheid says:
April 6, 2014 at 8:34 am
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HirsutePursuit says:
April 6, 2014 at 12:00 am

So, the Club Members “formed into a Company” and each were allotted a “fully paid up £5 Proprietary share”.
Now I hate to be pedantic (although according to Mrs Neepheid I just love it) , but that isn’t what the memorandum says. It is the subscribers who formed into a company. Those subscribers may, or may not, have been an identical set of individuals to the list of members of the club on the day the company was incorporated. I note that only 7 subscribers shares were issued. I do not believe for a moment that the club at that point had only 7 members, so I can reasonably assume that the subscribers are the members of the committee and not the whole membership.

From the articles it is clear that there was a preceding agreement to issue a single share to each club member. I have no doubt that the first piece of business carried out by the new company was to fulfil that agreement by the issue of a share to each club member. But at the point of formation of the company, there was clearly no identity between the club membership and the company shareholders. And although there was an agreement that the company would issue a share to each club member, there is nothing to stop shares being issued to others as well. In fact that is envisaged in the Articles- “Each holder of shares of the company (proprietary or otherwise) up to the value of £15 – – -)

Which simply reinforces the point made by Campbellsmoney. The company is not an “incorporation” of the club in any legal sense. The company is a completely separate legal entity.
Only if you equate “Club” with “unincorporated association”. As I said before, the word “club” has no legal meaning. Its meaning is given according to the context in which it is used.

In my view, in the context of Scottish football, a club is a recognisable entity in either form. In the specific case of Rangers, each member of the unincorporated association was given a share in the new company.

The members of a company are its shareholders – not its directors. At the point of “transfer” the members were the same, the assets were the same, the extant liabilities (presumably) were the same.

To my mind, the business (club) was transferred as a going concern in what was effectively a form of solvent reconstruction/re-organisation. If the football authorities recognise this “transfer” as incorporation of the club – and it was allowed under the articles at the time, then in every sense, that is what happened.

I repeat again, there is no legal definition of “Club”.

An Honest Game? Convince Us.
burghbhoy says:
April 5, 2014 at 11:09 pm
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Ive found your explanation of the incorporation process particularly interesting. Phrases such as the club “becomes” a company at incorporation would never raise an eyebrow in most other situations, but – for not the first time – everything is not what always what is seems when it comes to this sevco saga!

From the Memorandum of Association of the original The Rangers Football Club Ltd:

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names.

In their Articles of Association, it says:

Each of the Members of the Rangers Football Club who has in terms of the Agreement referred to in the foregoing Article, had allotted to him a fully paid up £5 Proprietary share…

So, the Club Members “formed into a Company” and each were allotted a “fully paid up £5 Proprietary share”.

The members of the unincorporated association became members of the Company. Though the “Club’s” form changed, the members remained the same.

An Honest Game? Convince Us.

Premiership/Championship Play-Off means the competition to be operated by the Company immediately after the end of each Season in terms of these Rules to determine, other than the Clubs automatically promoted and relegated, which Clubs, if any, shall be relegated from the Premiership to the Championship and promoted to the Premiership from the Championship for the immediately succeeding Season;

Recent Comments by HirsutePursuit

Who Is Conning Whom?
I am with you in most of what you say, but there are some important differences.

SFA Article 6.1 & 6.2 say:

Clubs or associations undertaking to promote Association Football according to the Laws of the Game and these Articles and other rules of the Scottish FA may be admitted as registered members, associate members or full members, subject to the provisions of Articles 6.2 to 6.7 (both inclusive).
6.2 A club or association shall be admitted as a registered member automatically by reason of its being admitted as a member of an Affiliated Association or an Affiliated National Association, or in the case of a club through membership of or participation in an association, league or other combination of clubs formed in terms of Article 18 and in the case of an association by being formed in terms of Article 18, provided it is not already an associate or full member. A registered member shall not be a member of more than one Affiliated Association or more than one Affiliated National Association. A registered member may apply at any time to become an associate member.

We are in complete agreement, I think, that SFA Article 6.2 made Sevco a registered member of the SFA from the date it was accepted by the SFL – 14th July 2012.

But, and I think this is important, the nearest the SFA get to insisting that a club has associate or full SFA membership is Article 6.2 which simply says, ‘A registered member may apply at any time to become an associate member.’
Note: no timescale applies… and no consequences (from an SFA perspective) if a club chooses to not make that application.

So I think we are on common ground that Article 6.2 was applicable as far as the registered membership was concerned – and Sevco did not take the opportunity to apply for associate membership by this method.

If we then go back to what the SFL Rules actually said:

6. REGISTRATION WITH SFA A CONDITION OF MEMBERSHIPA Member or Associate Member who is not already a full or associate member of the Scottish Football Association must make application to become a full or associate member of the Scottish Football Association (as the case may be) within fourteen (14) days of being admitted to membership of the League failing which its membership of the League will lapse, and in the event that the application is unsuccessful, its membership will lapse upon that decision being intimated to the League.

Now, if the SFL was being prescriptive about which SFA Article was to be used (to apply for full or associate membership), and that Article 6 was the only valid route, why mention full membership as an option. If ‘application’ is meant to mean only applications in terms of SFA Article 6, the only relevant option would be to apply as an associate SFA member.

No, the SFL rules are not prescriptive in the manner of that application. I think Rule 16 is clearly written to allow a transfer of associate or full membership from an existing club to a new club or entity under SFA Article 14. 

In fact the only method by which this could be achieved is SFA Article 14

14. Prohibition on Transfer of Membership14.1 It is not permissible for a member to transfer directly or indirectly its membership of the Scottish FA to another member or to any other entity, and any such transfer or attempt to effect such a transfer is prohibited, save as otherwise provided in this Article 14. Any member desirous of transferring its membership to another entity within its own administrative group for the purpose of internal solvent reconstruction must apply to the Board for permission to effect such transfer, such consent not to be unreasonably withheld or delayed. Any other application for transfer of membership will be reviewed by the Board, which will have complete discretion to reject or to grant such application on such terms and conditions as the Board may think fit.

…which allows the board to grant an application for transfer of an existing membership on such terms as it sees fit.

Importantly, the discretion only applies to which terms and conditions to a transfer of a membership that already exists.

Having complete  discretion on how or if that transfer (of full membership) took place is completely within the board’s power via Article 14.

What it doesn’t do is empower the board to create a new type of membership. 

And, even if it does claim to have done so, I still don’t understand how the SFA ‘conditional’ membership would satisfy the SFL requirement for an application for associate or full membership?

Remember, this transfer application was an SFL requirement. The SFA had no interest in whether or not Sevco applied for associate or full membership.

It seems to me that the SFA and SFL approached the Sevco scenario in a similar way as they did when Inverness Caledonian were admitted (as a new club) in 1994.

Difference is ICT, the SFL, SPL and SFA all recognise that that club was founded in 1994.

As I said earlier with regard to the birth of Sevco, the deceit is not so much in what they all did, but in what they said and continue to say.

Who Is Conning Whom?
The new club (Sevco) was issued with written permission to use the name of a club in full membership (Rangers).

This was necessary because both existed as SFA member clubs at the time.

Who Is Conning Whom?
This was the nub of the ‘conditional membership’

10.7 Each club in full membership or associate membership shall in its Official Return register its ground and playing field dimensions and no such club shall remove to another ground without first obtaining the consent of the Board. Any club in full membership or associate membership wishing to make any alteration to its name, its registered ground or its playing field dimensions must first obtain the prior written consent of the Board. No club in registered membership shall adopt in whole or in part the name of a club in full membership or associate membership without the prior written consent of the Board.

Who Is Conning Whom?
The 14 day application deadline was an SFL requirement – not something that the SFA had any locus in considering.

As long as Sevco was a member of the SFL it was a member of the SFA.

It would have been up to the SFL management committee to decide if the application for transfer (rather than application for a new associate membership) met its requirements. If it did not, it would have been within its powers to revoke Sevco’s league membership. It is an arguable point, but there is no suggestion, as far as I’m aware, that the SFL league management committee ever met to even discuss the matter.

Nevertheless, I think you are saying that Sevco was no longer a member of the SFL at the time of the SFA statement – therefore needed this ‘new’ SFA membership category to play Brechin.

But how would any type of membership of the SFA help if it was no longer a member of the SFL? If its membership of the league had already lapsed or been revoked, another SFL EGM would have been required to try and vote the club back in. I’m 100% sure that did not happen.

On 29th July, Sevco must still have been a member of the SFL as the Ramsden Cup was only open to members of that league.

There was simply no mechanism for the club to rejoin the league in the available time. If it did not rejoin (and I’m as certain as I can be that it did not) then it cannot ever have been removed as a member of the SFL.

And as I keep saying, as a member of the SFL, it was also a member of the SFA.

The SFA’s deceit was not in its actions – but was in its words.

Don’t forget that the SFA had to consider the use of the Rangers name. The ‘conditional’ membership squirrel has been particularly useful in covering up the SFA board’s approval for Sevco to play Brechin under the Rangers name.

That, in reality, was the big announcement on that day. The rest was sleight of hand.

Smoke and mirrors.

Who Is Conning Whom?
The golf club analogy has been used before.

Dear old dad is a member of St Andrews (other golf clubs are available). To make best use of the facilities new members must apply to a ‘house’ that will give access to their respective lounges and bars. After 15 years of continuous membership Mon pere was awarded the status of ‘Gold Member’.

Gold Members have their own lounge and gain a range of additional benefits. 

Recently poor old dad has become poorly and suggests that l join the golf club and take over his ‘Gold Membership’.

I join the club and, with a letter of agreement from sickly pater, apply for the transfer of his ‘Gold Membership’ status.

The committee meet and decide that I can only take on the enhanced membership status if old pop dies.

I tell them that father is on his last legs and won’t last the weekend.

As an existing member I can enter the club’s Saturday medal competition. On a conditional basis, they tell me I will be eligible to use the ‘Gold Members’ facilities. They issue me with a letter to confirm this arrangement.

They will reconvene in several weeks to confirm the transfer of membership status – assuming that by then papa will be gone. If he makes a miraculous recovery I must then apply to join one of the standard houses.

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