Friday, 21 September 2018

Members’ vote isn’t legally binding, claim opponents

A VOTE to relocate Reading Golf Club was not legally binding, it has been claimed.

Members opposed to the sale of the course for housing have called for an extraordinary general meeting to be held so that an official ballot can take place.

It follows an online vote in which 319 members supported relocation of the club with 64 against. The turnout was 78 per cent.

The club’s board had recommended the move to another club, which was not identified, so the land can be sold for a developer to build 700 homes. Members stand to make thousands of pounds each from the sale.

Members opposed to the sale are unhappy that more information was not provided on the plans and other options were not explored. Solicitors Blandy & Blandy, who are advising the opponents, say the club’s directors are acting beyond their legal authority in using the poll to support the sale.

In a letter to the board, David Few, a partner at Blandy & Blandy, said: “It should be appreciated that there is much confusion on behalf of our clients over whether the poll is designed to simply obtain members’ opinion or if it is intended to be a formal members’ resolution for authority to sell the Emmer Green site.”

He said basing the decision to sell on an “opinion poll” would go against the Companies Act 2006 and would undermine the board of directors’ credibility and authority. Mr Few continued: “Our clients’ concern is that the company is asking members to make a significant decision on the future of this historic club based on insufficient information and without proper discussion and consideration. In effect, the company is asking members to ratify a decision to ultimately relocate to an unknown location.

“There can be no more significant decision to be asked of members than to sell the freehold site, leading to the possible dissolution of the club if suitable relocation plans do not materialise.

“With this in mind it is our clients' view that such a decision should require the approval of 75 per cent of the shareholders and thus be tabled as a special resolution.” In a statement sent to members, club chairman Colin Reed claimed that any legal challenge would fail.

He said: “We have been informed by our legal team in asking for shareholder opinion before making a decision that we have acted responsibly and it does not require any form of extraordinary general meeting to be held.”

Gary Stangoe, the club’s general manager, said more members had taken part in the online vote than would attend a meeting.

He said: “At a general meeting only a small portion of people turn up, sometimes as few as 30 or 40 when it is on constitutional matters. As per club rules, we decided to engage electronically and we had 78 per cent express an opinion.”

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