An Honest Game? Convince Us.


Burghbhoy says: April 5, 2014 at 11:09 pm 0 0 Rate …

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

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.

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.

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;

An Honest Game? Convince Us.
It seems to me that there has been some erroneous conflation between the word “club” and the expression “unincorporated association”.

To be absolutely clear, there is no legal definition of “club” that excludes its use as an incorporated entity.

Although a business operating as an unincorporated association has no legal personality, in the eyes of the Company Act it is a recognisable entity in the eyes of the law. If that business incorporates (becomes a company) it remains an undertaking.

If, in the case of an unincorporated association, the members dissolve their association, the assets are liquidated and the undertaking ceases to exist.

If a company is wound up, the assets are liquidated and the undertaking ceases to exist.

The definition of “club” depends entirely in the context in which it is used. In football a member club of the SFA can be an unincorporated association of persons – or it can be a company. The articles of the SFA do not prescribe one form over another. The SFA recognise the member club as an undertaking (whether unincorporated or incorporated).

The incorporation of a football club involves a transfer of ownership (brand, goodwill, property, etc) from the members of the unincorporated association to the new company. It is effectively a form of solvent reconstruction that limits members financial liability. Although the form has changed, the undertaking remains the same.

It is important to recognise that an undertaking has a clearly defined meaning within both the SPL, SPFL and SFA Articles which all state that:
“…unless the context otherwise requires, words or expressions contained in the Articles bear the same meaning as in the [Companies] Act.”

Although the LNS interpretation simply ignored the Companies Act definition,.I have posted here previously that the reference in the SPL articles to “the undertaking of a football club” is simply recognition that a Club can be either company or unincorporated association.

It really is that simple.

Recent Comments by HirsutePursuit

Questions, questions, questions
JC, I suppose there are two distinct (but interconnected) issues.

There is, as you detail so well, the personal responsibility that people have for telling the truth. Ultimately, it is up to each person to live with their conscience and decide which direction to take when faced with the dilemma of truth against personal interest. I wonder though, how invested must someone be in a truth (or a lie!) to decide to throw away a 30 year career? Is the particular truth in question so important (from their own perspective) that they would be prepared to make that self sacrifice?

That is the stark choice the staff at BBC Scotland are faced with. I certainly don’t condone their compliance in propagating falsehoods, but I do understand the challenge they face.

The greater sin, in my view, is not committed by the people who follow an instruction that, in all honesty, may not hold any great personal importance. My greater concern is the people who design and control the systems and structures that, for cultural/political reasons, seek to distort or flatly deny facts and circumstances that should be uncontroversial in the real world.

Questions, questions, questions
JC I agree with what you say. I would only make the point that BBC Scotland initially tried to tell the truth, but were compelled to adopt the alternative reality by a greater power.

As an aside, it is interesting that the chair of the BBC committee dealing with the complaints has subsequently gone onto a PR career, specialising in crisis management. Another committee member had spent 30 years as a journalist in Northern Ireland (including during the 1970’s). Another, the member for Scotland, is an engineer/businessman who was also on the Board of the British Transport Police Authority.

I am not questioning the integrity of any of these people, but I would find it surprising if the board, as a whole, did not recognise the cultural/political significance of the demise of Rangers.

They had the cover of the LNS sham enquiry which set out, in its terms of reference, the purported separation of club and company. The SFA and SPL had already sold their souls as signatories to the scandalous 5WA.

As part of the British establishment and understanding that an Independence referendum was imminent (the BBC Trustees decision came in 2013) realistically, what other decision could they make?

My point is that BBC Scotland has attempted to present the facts from a viewpoint that would be recognised by the majority of Scots as mainstream. The decision to present the more fantastical interpretation of the events at Ibrox did not come from Pacific Quay.

Questions, questions, questions
This is how I remember it:

Questions, questions, questions
Upthehoops 22nd July 2022 At 10:09
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I hope the forum doesn’t descend into an independence bandwagon.

Personally I see the BBC capitulation to Rangers as nothing other than the same old cultural bias towards Ibrox that we’ve had to put up with for decades. I seriously doubt it is part of a wider push against those who wish to see Scotland become independent.
Apologies UTH, if you thought my recent post was lowering the level of debate.

However, I think when the current political landscape impinges on the reportage of football matters, surely it is relevant to comment on it here.

When you talk about the ‘old cultural bias towards Ibrox’ do you believe that the attitudes within that culture are representative of Scotland’s people as a whole?

As an aside, I’m not sure, in this particular case, how cultural issues can be separated from politics.

In any case, I don’t think that particular culture is particularly widespread these days – and probably hasn’t been for 30 to 40 years. That is not to deny its existence – institutionally, it has persisted through many management structures and networks. But it can be argued that BBC Scotland (and STV to a lesser extent) has, since the mid 1990’s been much more culturally diverse than the equivalent service provided in other parts of the UK.

Would that ‘old cultural bias’ you mention have allowed a BBC employee to have reported on sectarian/racist behaviour within the confines of Ibrox in the past? Would it have provided support to that employee when they were targeted for simply doing their job?

Remember also that BBC Scotland argued that the original Rangers were liquidated. It was the BBC trustees in London who adopted the contrary position.

The BBC Scotland capitulation is important – firstly for purely football reasons. In its wake, can we trust anything the BBC tells us about Rangers* in the future – especially in relation to off-field matters?

But secondly, we should openly question where the recent decision originated. If, as I fear it has been, a London edict, the next question has to be why?

Questions, questions, questions
I read recently that around 75% of under 35’s in Scotland support Scottish independence. The same report states that for the over 55’s, it’s about 70% in favour of the Union.

What’s interesting about that, is that the younger generations are tending to move away from standard ‘linear’ TV viewing. If a young person watches BBC output, it is more likely binge-watching a drama series via the iPlayer. The same would be true for STV/ITV output. Consequently, the opportunity to be exposed to random news and current affairs output is much more limited than it has ever been in the past. With physical newspapers a thing of the past, Scotland’s young people have never had such an opportunity to make up their own minds – free of the influence of an inherently biased media.
The UK government knows who makes up the BBC’s audience. It is absolutely not the majority of the young people of this country.
It’s a large section of the older generation, desperately clinging to an idea of Britishness that, in my opinion, hasn’t really existed since the 1970’s.
The BBC in Scotland will be working even harder than usual over the next year to persuade as many people as it can that being British still means something.
It can’t do that if it has alienated the unionist leaning audience it is seeking to speak to.
As BP says, there is a much bigger game being played here.

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