IF a majority of the shareholders have asked directors to resign, then their position is untenable. In the normal course of events, you would have expected such directors to resign pretty well immediately, since ATEOTD they are appointed by and work for the shareholders.

Caisley has stated that he speaks for a majority of the shareholders when he called for their resignation. If that has been demonstrated to the directors to be a fact (i.e. rather than just take Caisley's word for it) then the surely only reason for them not standing down immediately would be because they believed by hanging on they could secure a better outcome for the business (e.g. keep it out of administration)?

Given that whilst directors may be appointed by and work for the shareholders, their statutory and fiduciary responsibilities extend far wider, doing what was best for the company (and maybe, just maybe, to see that the rights of the minority of shareholders were respected) seems to be the only reason they could have had for hanging on against the will of a majority of shareholders? Again, assuming they have had proof that there is indeed a majority ranged against them.

This could be extremely important if, for example, the new board concluded that administration was the only option, since in such a situation directors have to show that they took all reasonable steps they should and could have to protect the interests of creditors.

I guess we will never now know whether, had Caisley not intervened, the BoD would have come up with the further investment needed, and whether his intervention effectively sabotaged such efforts - or whether such efforts were a forlorn hope anyway? It seems pretty clear to me though that no external investor was going to invest once it was clear the current BoD did not have the confidence of the shareholders.

Therefore, whether that was his intention or not, the effect of Caisley's intervention will surely have been to ensure that the position of Hood and Bennett was untenable, from as soon as it became clear (assuming it did) that external investment would not be forthcoming until the shareholders had got their act together?

And so, it seems hard to see why Hood and Bennett would have wanted to hang on till the EGM, or indeed much after the above point was reached. Or what good it would do, set against the massive uncertainty over the interim period.

Unless they need to hang on and be removed rather than resign, to avoid or mitigate the risk of personal liabilities in an insolvency situation, or unless they are not satisfied that Caisley CAN carry a majority at the EGM, then - whether its fair or unfair - I can't see what useful purpose has been and is being served by their failure to respect the apparent wishes of the shareholders.

Telling it how it is in a sensible manner as always Adey.

One thing I'm not sure about is the position on the board if Hood and Bennett resign. Can Coulby come join the board before the EGM, maybe co-opted by Ryan, who I believe would be the last man standing? Or is everyrthing still in limbo until the EGM?

The way I see it is that the sooner whatever plan CC might have is put into operation the better, since good bad or indifferent it's all we've got.

Wading through the Articles of Association, and this is from a quick run-through only:

1 - (103G) The directors have the power to appoint further directors, to hold office until the next AGM when they have to stand for re-election.

2 - (106) A quorum of directors is three. However, the board can fix this at a different number.

3 - (82) The number of directors has to be between five and seven! Unless resolved otherwise by the company in general meeting. I would have thought that the latter could have meant a change to the Articles, although maybe it could be effected without having to make such a change? Either way, I wonder if the members DID actually approve such a change in July 2010, when the number of directors dropped to three? If not...hmm? See next point:

4 - (107) Where the number of directors falls below the minimum number in 3 above or the quorum in 2 above, the remaining directors can act only to appoint new directors to fill the interim vacancies, or to convene general meetings.

We have the interesting question of whether any of the actions of the board since July 2010 have been ultra vires because of falling below the minimum number - but I'll assume they must either have addressed this or I have read it wrong.

Someone seems to have picked up on this point anyway, since I gather one of the resolutions before the EGM is to reduce the minimum number of directors to one. I did not hear of that resolution requiring a change to the Articles?

So, leaving that aside, I interpret the above that IF Hood and Bennett should resign, leaving just Duckett on the board, he probably could act to appoint Coulby (and anyone else) to fill the casual vacancy until ratified in general meeting. That is assuming that the present board did not meet to do so before they stood down (which would be the adult approach, and indeed precisely what I engineered at work earlier this year).

Alternatively, if Duckett is not required to carry out anything in his role as DIRECTOR (acting as CEO is a separate role and he could likely continue to act in that role regardless) then maybe he would be able to sit tight till the EGM. That would be my best guess, tbh.

But, as I said, this from a quick read of relevant parts of the filed document. So E&OE, very much!

cheers Adey. I'll take that as a probable yes, but maybe not....

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Did the old Directors remain as Associate Directors satifying the M&A's but resting day to day control with the present 3? Maybe Hood and Bennett have been trying to settle theit guarantor liabilities? It would have been nice to know wouldn't it!!

Don't think there is any specific provision in the M&A that I can see for "Associate Directors" - only for "Alternate Directors" (i.e stand-ins) which I don't think really applies in this case?

I'd deliberately not mentioned the release of the PGs in my earlier post as I thought it was not really the sort of matter you'd want blasting across the media?, but if you were being forced to stand down as a director you would want these releasing - at least I know I would! Trying to sort this out MAY be one of the reasons why PH and AB remain in situ, and indeed it could be a totally fair reason why they would insist on being removed rather than resigning? On reflection, I maybe should have included this possible impediment to them standing down sooner.

All speculation, and yes it would be nice to understand more of the background to the present mess. But, except where there is a legal requirement to put information in the public domain, I can't expect we'll see it?

The BoD have been quite open in sharing that they have guarantees which covered the Bank OD. This in my experience takes time to handover if there remains a liability. We dont know whether there are or arent any remaining liabilities or other liabilites as since the pledge has been received we have had no further updates as to where the club is in relation to its finances.

Hopefully if the rumours are true then Ryan should be shedding some light on the future which we can get behind a help our club get back to the top of the tree.

I think the PGs were just to Natwest? If so, clearing the overdraft completely would presumably enable the directors (and I suspect others?) to have the PGs released?

Speaking personally, whatever the cause and whatever the "justifications", the failure of Hood and Bennett to engage in any way with the supporters since we raised all that money is nothing short of disgraceful. Even if they had just said "Sorry guys, but Caisley's intervention has totally stuffed us. We thought we were OK, but that wrecked our plans. Sorry, but we tried. Thanks for what you all did.".

I personally put not far short of £1k into the pot, and for that have heard Jack Shìt.

As Cromwell is reputed to have said, so I say now: "You have been sat too long here for any good you have been doing. Depart, I say, and let us have done with you. In the name of God, go!"

Adey, I love the fact that you are not adverse to changing your mind when new facts become available! Too many people on here have strongly held views that they will not budge from.

Its a case that we should no longer be looking back, but should be looking forward. For all their considerable efforts (most of which hinged upon the fans puttting more money in without getting anything back, except for a team to go and pay to support!) the current board of three has not delivered.

We need to look now at who can deliver. We are caught between the devil and the deep blue sea.


I cannot believe that Hood/Bennett/Duckett have not publicly responded to the peice in the T&A last week where Coulby basically made them look very foolhardy, and even suggested that they were dishonest. That leads me to the conclusion that he was telling the truth.

the only honourable thing to do would be to step down, having met with the Associate directors to appoint an interim board, which would be rubber stamped as permanent by the EGM. If the situation is as bad as they made out when asking for our money 6 weeks ago, that extra fortnights stability could save us. that is of course, unless they were not telling the whole truth about the money needed!

They need to go now!!!!

To be honest I would have been more kindly disposed to Mr Coulby if his first foray into explaining his position had been made to the fans in Bradford, rather than to the evening rag in Leeds, which doesn't (and why would it, to be fair) have the best record of being doing what is best for Bradford clubs.