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Voting Form for June 2018 WST AGM Resolutions
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Resolutions:

There are SIX (6) resolutions for members to vote on at this years WST AGM to be held at the Centenary Club on Monday 25 June 2018 starting at 7.30pm.

RESOLUTION A
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Summary: To authorise the use of Trust funds to invest in Wrexham AFC and\or WST Assets Limited

Proposer: The Society Board

“The Society resolves that immediately following the 2018 Annual General Meeting, the Society Board be authorised to invest up to a further £150,000 in Wrexham AFC Limited (a 100% subsidiary of Wrexham Supporters Trust) and\or WST Assets Limited (a 100% subsidiary of Wrexham Supporters Trust), the Board having the power to determine how the investment is distributed between the two companies, during the period following the 2018 AGM up to the 2019 AGM”. 

Proposer’s background information:

This is the annual resolution by which members authorise the Trust Board to invest funds in the football club and in WST Assets Limited, as they deem fit during the year up the maximum figure of £150,000.

Resolution A Vote
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RESOLUTION B
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Summary: To authorise the reappointment of the Society auditors

 

Proposer: The Society Board

 

“The Society resolves that McLintocks Partnership Limited are reappointed as statutory auditors of the Society for the 2018 financial year.”

 

Proposer’s background information:

 

This is the annual resolution needed to reappoint the Society auditors for another year.

Resolution B Vote
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RESOLUTION C
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Summary: To approve a “Minutes Silence Policy”  

 

Proposer: The Society Board

 

“The Society resolves to approve the following policy to assist the Club decide when it is appropriate to hold a minute’s silence at the Racecourse Ground.

 

It will be our policy to hold a minute’s silence (or applause when appropriate) at the Racecourse only in the following circumstances:

 

·         When requested to do so by the football authorities;

 

·         Prior to a fixture which falls in the week preceding Remembrance Sunday;

 

·         To mark the annual remembrance of the Gresford Disaster;

 

·         To mark the passing of a person who has played a significant role in the history of the Club (such as a former manager or official but not limited to such a person) to be decided by the Club board;

 

·         Prior to the fixture designated as the “Wrexham Supporters Remembrance Match” which is to be held annually at the home fixture falling closest to the 1st February.”

 

Proposer’s background information:

 

A minute’s silence (or applause) is a period to stop, think and reflect in times of tragedy, remembrance or the passing of a prominent person.  It can be a powerful way for those attending a sporting event to join together to pay their respects.  There has been a growing trend to observe such a silence prior to kick off which involves organisational challenges for the Club and the risk of breaching League rules by delaying kick off.  There is also the potential to diminish the impact of the occasion.  This policy provides clear guidelines for Club employees and members as to when it is appropriate to pay such a tribute.

Resolution C Vote
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RESOLUTION D
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Summary: To replace the current club mascot "Wrex the Dragon" with "Rockin' Robin"

Proposer: Mary Roberts, Adrian Roberts and Louise S Roberts

“The Society resolves that the Society Board be directed to replace the current club mascot "Wrex the Dragon" with "Rockin' Robin”.

Proposer’s background information:


Rockin' Robin was dismissed of his duties as the club's mascot in 2001, since then we have faced administration to relegation from the football league. Now we the fans have owned our club for some years and are looking for promotion and have enjoyed the games when Rockin' Robin came back for the odd game e.g. Barroween which brought large crowds to see his antics we would ask the membership to vote on his return as feel it would be beneficial to the club with the entertainment he brings.

Society Board’s Background Information:


Although they understand the sentiments behind this resolution and tempting as it may seem, the Board advises members not to vote in favour of it. Everyone who witnessed his antics looks back on the heyday of Rockin Robin with affection and to the years when the team’s nickname was “the Robins”. However, 17 years have now elapsed since the Club decided to adopt “the Dragons” as its nickname and to introduce Wrex the Dragon as its mascot. A name which reflects our Welsh identity and distinguishes us from other clubs. A generation of younger fans have known nothing else and the Junior Dragons is an important and growing part of the fanbase. Thousands of schoolchildren were entertained by Wrex at the recent Wales squad training day at the Racecourse. To alter things now would involve time and expense to rebrand this part of the Club’s image. Time and expense which is better spent elsewhere.

As this resolution directs the Board to act it requires a two thirds majority of those voting to be carried.
 

Resolution D Vote
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RESOLUTION E
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Summary: To increase facilities for wheelchair users as soon as possible

Proposer: Ian Parry and Nathan Davies

 

“The Society resolves that:

 

1. There is designated wheelchair and carer bays at the front of the Hays Travel stand.

 

2. That the club take action as soon as possible on further platforms as soon as funding is in place, and the plans have been passed by Wrexham Council and by the Safety Officer.

 

3. That these new facilities are not tied in to, or dependent upon, any other stadium redevelopments.

 

4. That the club meets minimum standards of accessibility at the earliest possible opportunity.”

 

Proposer’s background information:


It has come to our attention that Wrexham AFC, whether through a lack of finance, vision or compassion, have let the proposed building of further wheelchair viewing platforms become an infuriatingly long drawn out and laborious, unfinished, process.

 

Since the opening of the inaugural platform in 2015 by Lord Faulkner of Worcester, Wrexham AFC has had an abundance of positive nationwide publicity regarding this new facility for disabled fans. However, instead of striding forward and consolidating this with additional facilities, the club has rested on its laurels and appears content to sit back and accept the plaudits for achieving the implementation of a single solitary wheelchair viewing platform.

 

We believe that rather than this be the minimum requirement it should have indeed been a catalyst for further development and an opportunity to show many other clubs how to accommodate and welcome disabled supporters.

 

The official capacity of My Racecourse is quoted as 10,500 and according to the recently published “Green Guide” it states that “there should be 100 wheelchair spaces in a venue of 10,000 or more seats” At the moment My Racecourse has 6 designated wheelchair spaces on the wheelchair viewing platform, whilst the other “designated” wheelchair spaces are in fact seats designed for able bodied supporters where wheelchair users are expected to comfortably position themselves; more often with a carer squeezing in alongside.

 

Many disabled Wrexham fans attend matches in all weather conditions and deserve at least the basic right of shelter. Additional and improved disabled viewing facilities would show that the club does indeed care, recognises and appreciates their dedicated support.

 

We note that the club originally applied for funding for 3 platforms at £18,000 each in

2014/15.

 

Society Board’s Background Information:

 

Although there are some inaccuracies in the Proposer’s background information (and this is not as straightforward a matter as it might initially appear), the Society Board shares the disappointment that facilities for disabled supporters have not improved as quickly as we would all wish. Rather than dwell on why that might be, the Society Board wishes to reinvigorate this work as soon as possible. To that end they intend to invite relevant stakeholders to the first full Society Board meeting after the AGM with a view to establishing a timetable for progress including discussing the options to achieve the aims of this resolution; identifying the key personnel responsible for taking matters forward (including clearly defining roles and responsibilities) and setting milestones for reviewing and delivering this important work. The responsibility for submitting plans and obtaining approval remains with WAFC.

 

As this resolution directs the Board to act it requires a two thirds majority of those voting to be carried.

 

Resolution E Vote
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RESOLUTION F
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Summary: To enable the Society Board to properly consider any investment that would change the capital structure of Wrexham AFC Limited (WAFC) which results in the Society no longer owning one hundred percent of the WAFC share capital, the Society Board has prepared an investment approval gate process (“the Gate Approval Process”) and a set of criteria which they will apply to determine any credible investment approach.

Proposer: The Society Board

“The Society resolves to approve the following general direction and guidance for the Board:

 

1.      That the Society Board may enter into non-binding discussions with investors who on the face of the approach merit further consideration.

 

2.      That the Society Board propose that a formal review process is carried out and will make all reasonable endeavours in order to establish that the following set criteria is met:

·         WST member funds are not wasted on non-credible approaches

·         Our confidential information is protected

·         The proposed investment is in line with the objects of the society

·         The investment proposal is genuine and actually funded

·         The investment will not lead to an involuntary loss of the WST control of WAFC

·         All the funds promised are actually delivered

·         Any investment will be utilised for WAFC

·         The investment terms are commercially acceptable and are approved by the members

·         Any other relevant considerations

 

3.      Prior to requiring the members of society to vote upon acceptance of the investment, the Society Board will carefully consider the investment proposal against the set criteria following the process set out in the Gate Approval Process:

The Gate Approval Process

 

1 Approach to Society Board

 

2 Signing of a Non-Disclosure Agreement (NDA)

 

      All members of any consortium must be disclosed and sign NDA prior to any discussions taking place

      Society board to formulate investor NDA which will include a significant ‘Material Loss’ Clause

3 Initial Meeting with investor(s)

 

      If applicable the Society Board may nominate specialist individuals or a delegation of the Society Board to represent its interests in any stage of talks with potential investor(s)

      The initial meeting objective is to generate the understanding of the investor(s) intentions & proposal including funding model & vehicle(s) to do it

      The Society Board representatives will prepare a feedback report for the Society Board

4 Trust Board Review the investment proposal

 

      Review and clarification of understanding of intention

      Identify points of further clarification

5 Covering expenditure of the Society and its representatives

 

      At this point to ensure that any investment approach is genuine, the Society Board is to require a deposit of £5,000 from the investor(s) -the amount subject to rpi inflation as of June each year as published by the Office for National Statistics - into a nominated client account to cover reasonable expenses incurred by the society or its representatives

6 Follow up meeting with investor(s)

 

      Follow up points of clarification with investor(s)

 

Note: steps 4 and 6 may be an iterative process until the Society Board is satisfied that it understands the intention of the investor(s) and their funding model

 

7 Proof of funding & Business Plan

 

      Submission of Business plan by investor(s)

      Proof of funding required

8 Society Board Decision

 

      Decision to proceed further with gate approval process Yes/No

9 Disclosure of names of investors to membership (if investment vehicle is a company then it will be all the shareholders in any chain of companies)

 

10 Heads of Terms Agreed

 

11 Due Diligence at investors cost

 

12 Society Board to call an extraordinary general meeting (EGM)

 

      EGM costs to be covered by investor(s)

      EGM would include:

       a chronology of events produced by the Society Board 

      A risk analysis by Society Board and/or professional advisors

      A Society Board recommendation to accept or reject the offer Yes/No

13 EGM with presentation by investor(s) & Society Board

 

14 Enact decision of EGM”

 

Proposer’s background information:

The improvements made by the Society in the financial position of Wrexham AFC since 2011 and the acquisition of the business, trade and assets used in the operation of the Racecourse Ground make Wrexham AFC a much more attractive business than that which we inherited.

 

The Society Board was approached by a member concerned about how the Society would deal with any investment approach given the improved business position. The Society Board believed that the member’s concern had merit, has taken legal advice and embodied the spirit of those concerns in the general direction and guidance for the Society Board set out in the Gate Approval Process and the set criteria.

 

This resolution is a non-binding resolution to assist the Society Board in taking into account members’ views when considering approaches from potential investors in WAFC.

 

The acceptance of any investment into WAFC will ultimately be a matter to be decided upon by the members of Society, the proposed resolution does not authorise the Society Board to agree to or accept any investment into WAFC.

Resolution F Vote
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