The Well Society

[Burn_Broomfield]

 

Need a director of Comms? I'm in.

You're hired!

[wearemotherwell]

The relevant information on the deal is on the Well Society website, as far as I can see. I've posted links below and tried to summarise what's in them in case that helps anyone.

Key facts: the Well Society agreed to meet any shortfall in the club's six-monthly repayments to Les Hutchison's initial £650k loan. Any payments the Well Society makes are in the form of loans to the club. Three defaults by the Well Society means they could lose their exclusive right to buy shares for £1. The Well Society must do its best to recruit 2000 members. Les is owed a further £200k from the club in a separate loan deal (having had 180k of his 380k second loan repaid by the club).

I don't understand how the Well Society could have defaulted at any stage given it loaned the club £120k in the summer, when the club's first repayment was due, but there's a Q&A in 10 days.

The details on the Well Society deal with Les Hutchison and why it was made - http://www.thewellsociety.co.uk/2015/02/24/chairmans-message-part-4/

Background to the deal http://www.thewellsociety.co.uk/2014/12/23/chairmans-message-part-2/

Another crucial article after the last Q&A http://www.thewellsociety.co.uk/2015/05/26/qa-report/

This week's update from Les http://www.motherwellfc.co.uk/2015/11/02/an-update-from-les-hutchison/

This week's Well Society update http://www.thewellsociety.co.uk/2015/11/04/chairmans-update-2/

There's a whole host of misinformation and misinterpretations on the previous pages and on another recent topic:

Some people suspected that the constitution/rules might have been changed - the rules can only be changed by members' votes and I can only remember two changes (allowing loans to the club and ensuring people were not thrown out for failing to pay annual fees). The "objects" of the Well Society remain unchanged in the first page of the rules - http://www.thewellsociety.co.uk/well-society-rules/ It's just the aims/objectives page on the website that appears to have been freshened up, presumably to make them clearer/briefer and reflect the huge change in conditions facing the Well Society/club.

There's some talk about forcing EGMs/mass resignations as if the board have been clinging on to power for years. I count at least six people who have left the board in three years and only two have been on it from the start. There is a vacancy at present and nominations were recently sought ahead of an election - http://www.thewellsociety.co.uk/2015/09/16/board-vacancy-3/

There's 4 elected board members and 3 co-opted board members - as the rules dictate. When an elected member steps down, there's an election; when a co-opted member steps down, another member is co-opted. The rules state that after the third year, one elected member steps down at each AGM to ensure there's a turnover. We've only been going three years but there has been a natural turnover anyway.

Someone wanted to attend and vote in board meetings in return for helping out. The Well Society would cease to be democratic (there needs to be a majority of elected board members under the rules) if unlimited amounts of people were allowed to vote, and board meetings would be unworkable if everyone who helped out went along. I've never been on the board but I have done stuff to help in the past and there are a good few others who do the same without going to board meetings. They were recently looking for volunteers to help persuade businesses to join if anyone wants to help - http://www.thewellsociety.co.uk/2015/10/13/volunteers-needed-for-an-exciting-new-initiative/ But even persuading a friend to join is a huge help if everyone does it.

There was another misconception recently that Well Society members are paying for the new fitness coach - the funding is from a businessman who donated after approaching the Well Society http://www.thewellsociety.co.uk/2015/06/26/major-cash-pledge-made/

Someone recently claimed there was no consultation on the new membership structure. There was a meeting, possibly an AGM, when just about everyone present agreed that the best way forward was to cut down on the benefits. After a delay there was a consultation on the new membership structure which everyone was emailed and invited to give feedback. http://www.thewellsociety.co.uk/2015/04/27/proposed-changes-to-membership-structure/

Someone argued the Well Society board have somehow dampened/destroyed the enthusiasm for fan ownership. We don't have fan ownership, we never have, so I don't believe you can judge it yet. There's a relatively small group of volunteers trying to make it a reality despite massive constraints. They weren't allowed to set up direct debit/gradual payments until last summer; there was initially no rule that allowed loans to the club; the club has lost more and more money and they're plugging holes without being able to run the club; the club's WS admin help left and wasn't replaced amid the uncertainty of last year. These are just some examples. They've been fighting fires ever since it started. I'd imagine we all expected to be closer to the club's decision-making process when we joined but that's not where we are yet. That's why it might only take 30 seconds to give feedback to a 30-minute presentation no matter how interesting it might be - they're not running the club and Les Hutchison wants to immediately increase revenue.

This is what the people running the Well Society have had to deal with: Before the concept of raising a £1.5m reserve fund was launched in early 2012, long before the Well Society got 2 reps on the club board in mid-2013, the club was using a business plan that saw it lose about £1m in seasons 2011-14, and there was a pre-existing debt of £350k to John Boyle which wasn't widely known.

Then last year the club stated it needed at least £800k mid-season. If that money wasn't found, then you can't pay bills/wages and that usually means administration. With not enough fans joining the Well Society to reach that amount, you need to find it from somewhere else. The only other alternative appeared to be from an Argentinian consortium.

So, barring a late intervention that had not materialised, those were the alternatives to the deal with Les Hutchinson: foreign ownership, administration or quite possibly both. The Well Society would be no more. If it wasn't for that takeover, we'd quite conceivably be on minus points in the Championship right now. Les Hutchison, as many business people apparently do when negotiating corporate takeovers, insisted on confidentiality/anonymity. So what do you do if you're running the Well Society? You do the deal; or give up on the society's goals and let the Argentinians proceed. But there's no guarantee they'd finalise the deal and then the club has weeks to find close to a million pounds. So they did the deal.

I have some concerns about current spending given the squad numbers and recent signings but to be fair it helped us stay up last season. It's more concerning this season but I think it's clear that Les Hutchison is calling the shots. He owns 75 percent of the club so that's his prerogative. The Well Society's part of the rescue deal was to recruit more members (up to 2,000) and keep contributing financially in case of shortfalls to the 650k loan repayments. So I will keep contributing and trying to persuade people to join to make sure that the Well Society is meeting its side of the bargain and that it is in a strong enough position to influence the club to ensure it becomes self-sufficient. Then eventually we own the club and the excitement of fan ownership begins rather than the thankless task of trying to get there. The alternative is we go back to the above scenario of one year ago.

[Goggles & Flippers]

Let's see, someone fighting a corner, elegantly written, while trying to be diplomatic, with a ready supply of articles ..... I'm sure your Dad appreciates your efforts.

 

There's a whole host of misinformation and misinterpretations on the previous pages and on another recent topic:

 

That goes for some of the stuff you've cited on here, I'll highlight a few.

 

Someone wanted to attend and vote in board meetings in return for helping out. The Well Society would cease to be democratic (there needs to be a majority of elected board members under the rules) if unlimited amounts of people were allowed to vote, and board meetings would be unworkable if everyone who helped out went along

 

If that is referring to me. I'll reiterate form the "Governance of our club" thread:

 

Firstly the society invited members to volunteer and list their credentials to be considered to be co-opted to the board back in March. I was contacted by the chairman after the closing date and advised that this endeavour was essentially a fait accompli and there were two people lined up in the wings from an earlier period. However, would I be interested in joining as a “special advisor” along with a number of others including a Podcast host. I explained that I didn’t feel I had any special qualities to offer over and above your rank and file plus my experience in the past would suggest that such a moniker would be ridiculed. He accepted that and went on to explain that we could sit on the WS board, contribute but not have voting rights, all which seemed perfectly reasonable, so I accepted. With hindsight I suppose I should feel pleased I was at least formally asked opposed to finding out I was recruited via twitter.

In advance of the first “full” board meeting I along with a number of others received an email inviting us at 4pm to the June meeting, this was hastily changed to 5pm. I understood and was told in advance, that my involvement would be no different (other than voting rights) than a fully elected or co-opted member. At that meeting I asked for clarification on the matter and I was advised that there was potentially a “democratic” issue with the special action group members attending the WS in it’s entirety. I was invited to attend under certain terms and already these had changed. Being wheeled in after the main business is done for what appeared to be a mixture of a focus group, some blue sky thinking, extra labour, or pseudo-endorsement by a critic now bound by collective responsibility was a diluted version of what I had been sold. I found this hard to countenance as I can surely lobby or petition board members at any time, in fact I’ve been asked to present on my ideas in the past which I did willingly. I asked for clarification on the attendance, and was told it would be considered and I would be advised. Rather than receive any correspondence I have just been removed from the mailing list. I don’t know if this is burying heads in the sand, sweeping things under the carpet, lack of basic courtesy’s or ineptitude.

 

 

If you still doubt me and claim any of the above is not verbatim, I'll happily disclose the email conversation which would no doubt embarrass someone close to you.

 

So to make it crystal clear, I was told in advance I could attend but not have a vote, I accepted on that basis, I never demanded anything other than to have the promise made to me in advance of attendance fulfilled. So don't try and peddle that little porky.

 

Someone recently claimed there was no consultation on the new membership structure. There was a meeting, possibly an AGM, when just about everyone present agreed that the best way forward was to cut down on the benefits. After a delay there was a consultation on the new membership structure which everyone was emailed and invited to give feedback. http://www.thewellso...ship-structure/

 

Ahhh, this example you cite is a particular bugbear of mine. Let's cast our minds back. I recall your old man standing up and telling us that the current scheme was unsustainable. Quite rightly he pointed out the club took a stipend from the Well Society per year based on every WS member using all their available discounts regardless if they used them.

 

He proposed an option B which kept the subscriptions but did away with the benefits in their entirety. This would be replaced with a raffle scheme where each (e.g. £100) you contributed got you a ticket (a Steel member would have 3 and an Amber would have 50). Top prize would be a car or similar.

 

Before a debate a vote was called and option A (remember we've just been told it cost the Well Society £XX,XXX per annum) was put against option B (benefits ditched, subs retained, raffle and sustainable). Of course the vote was 95% in favour of moving away from option A, it would be ludicrous to persevere. However the vote was no different to asking "would you like a kick in the baws or a £50 note?". It was a rigged vote and the result has been used repeatedly to justify changes.

 

I'll tell you, because they didn't fit with the agenda of the presenter to steamroller their own plan though. A number of the board members present that night felt that and were silenced by the unity of collective responsibility.

 

The ensuing debate involved murmurs of discontent from a number in the audience as to why an option C or D weren't also presented. Resulting in Leeann and Derek Weir standing to give more background but also suggested a third option where the benefits were retained but done sustainably, that received overwhelming support. If it hadn't, I'd be waiting here just now on tenterhooks to see if I was getting a Citroen Twingo.

 

That's why it might only take 30 seconds to give feedback to a 30-minute presentation no matter how interesting it might be

 

I wasn't asked to present to the Club Board. I was asked to do it to the WS Board which I did. If you wish to justify the way I was treated after being asked to and putting in over 50 hours compiling it then it's a lack of basic manners at best and woeful negligence at worst. Every WS board member was sent the presentation by email in advance, none of them got in touch subsequently, they must be too busy cutting about with buckets of sand and hoses.

 

they're not running the club and Les Hutchison wants to immediately increase revenue

 

He may want to wind in the rhetoric and not bank on the concept of "elasticity of demand" ... where we (the general support) will pump money into Motherwell FC regardless of cost as it's perceived that having a pass-time on a Saturday is a necessity for the majority of us. I love the club and the rollercoaster it takes us, why I've spent an hour at 3am in the morning writing this reply. However it is a business and definitely not a charity, while some will throw money at it regardless I don't.

 

There's some talk about forcing EGMs/mass resignations as if the board have been clinging on to power for years. I count at least six people who have left the board in three years and only two have been on it from the start. There is a vacancy at present and nominations were recently sought ahead of an election - http://www.thewellso...oard-vacancy-3/

There's 4 elected board members and 3 co-opted board members - as the rules dictate. When an elected member steps down, there's an election; when a co-opted member steps down, another member is co-opted. The rules state that after the third year, one elected member steps down at each AGM to ensure there's a turnover. We've only been going three years but there has been a natural turnover anyway.

 

Yes focus on the fact 6 people have left rather than the circumstances as to their leaving. If you sincerely think they all left for the reasons they gave, then you're naive. You should appreciate the fact they acted with a degree of diplomacy for the sake of the WS than air what they witnessed and really felt.

 

Les Hutchison, as many business people apparently do when negotiating corporate takeovers, insisted on confidentiality/anonymity. So what do you do if you're running the Well Society?

 

I'll tell you what you do, when the deal goes public as it did back in January, based on the fact it has been shrouded in secrecy, you call a EGM to convey as much as possible to your membership. You don't drip feed wee bits here and there via various media sources. You engage with your membership while remembering you're not distant or removed from them.

[dennyc]

My word, what a lot of reading. A few nerves appear to have been hit but at least it's good to see such passion. Kind of suggests that we all want the same thing at the end of the day. I also think the majority of fans are aware of the situation when Mr Hutchison came on board and are thankful he did so. However,

 

A few questions specifically for "wearemotherwell"

 

1. Do you think it's reasonable for current/potential Members to enquire whether the Football Club is either trading profitably or on track to do so, before donating more of their hard earned cash? You correctly state that the Society are the fall back should the Club fail to meet the scheduled Loan repayments to Mr Hutchison. However, IF the Club are continuing to incur losses on a monthly basis, then any additional funds collected by the Society are likely to disappear very quickly and I wonder how much would be available to meet the defaulted Loan payments. Confirmation that Society funds are likely to grow now or in the very near future, even if it is to facilitate repayment of Mr Hutchison, would surely encourage people to invest.

 

2. Do you think it is reasonable for Members to expect that any loans provided by the Society to MFC should be protected against the possibility of the Club entering Administration? A horrible thought, but a situation that must be considered. Mr Hutchison made damn sure he was covered against all eventualities by not only taking security over the Club's Assets but also insisting that any Society monies would revert to him if the Club could not meet it's commitment to him. Belt and Braces as they say. I accept the Society had no real choice given the circumstances at the time and that Mr H was in a very strong position to dictate his terms. John Boyle's Loan of £350k is also secured. I understand that the Society has loaned around £650k (apologies if that sum is not exact) with no repayment to date. However, unlike others, the Society has no security whatsoever and, in the event of Administration, it is debatable whether anything could be recovered. I think the Board should have acted in the interest of their Members and insisted that all loans be secured in the same manner as was insisted upon by Mr H and Mr B. It can still be done retrospectively with the agreement of Messrs Hutchison and Boyle. Confirmation that Society monies could be recovered in the event of Administration for use by future owners would also encourage people to invest.

 

3. With regard to Secrecy and Lack of Information, would you agree that it is unusual for those subjects to be discussed at Board meetings of both The Society and MFC, the decision being taken by both bodies that more openness was required? That is the reason for recent, more detailed Communications from the Society/Club Chairman and Les Hutchison. One thing cannot be denied, following discussions on this forum and elsewhere more information has become available. Hopefully that trend continues as the perception of secrecy and limited information release does little to encourage investment.

 

And yes, some people will continue to make donations no matter what because of their love for our Club. I respect them for that. I just wonder how much more could be collected if potential donors were reassured regarding points 1 to 3?

[superward]

I really do want to read all of the above but I just cant be fucked.

 

At least there is some discussion and passion I guess.

[Al B]

I really do want to read all of the above but I just cant be fucked.

 

At least there is some discussion and passion I guess.

 

I'll summarise it for you:

 

"Give us money but don't ask questions"

 

"No."

[superward]

 

I'll summarise it for you:

 

"Give us money but don't ask questions"

 

"No."

Cheers!

[Steelmen]

i will have a read at the above when i get a moment but one of the opening statements rings a cord with me about all that is wrong with the society.

 

 

the Well Society agreed to meet any shortfall in the club's six-monthly repayments to Les Hutchison's initial £650k loan.

 

I would love to know where my voting paper on this went to. I appreciate that we have a board for making decisions but this is something a lot larger than 3/4 people deciding what to do. This also includes the decision to loan (then convert to shares) money to the club the first time they asked. I agree the loan was the right thing to do but it is something that members should agree on. changing the rules afterwards is not the right way to run a business .

 

In fact the only thing i have been asked to vote on was the Sevco fiasco, when the club wanted no part in that vote.

[Spiderpig]

i will have a read at the above when i get a moment but one of the opening statements rings a cord with me about all that is wrong with the society.

 

 

I would love to know where my voting paper on this went to. I appreciate that we have a board for making decisions but this is something a lot larger than 3/4 people deciding what to do. This also includes the decision to loan (then convert to shares) money to the club the first time they asked. I agree the loan was the right thing to do but it is something that members should agree on. changing the rules afterwards is not the right way to run a business .

 

In fact the only thing i have been asked to vote on was the Sevco fiasco, when the club wanted no part in that vote.

 

Borrow a shed load of cash..spend it..then get somebody else to pay it back for you..that seems to be the business model determined by a few individuals with no consultatation with the members who's cash they are using.

[weeyin]

The Society hasn't serviced any of the loan, has it? Or did I miss that.

[Onthefringes]

So, over 1600 members with less than 400 contributing monthly. Just how many first tranche members are still paying annual subscriptions and/or monthly contributions?

[dennyc]

Correct. The Society has not yet made any direct payments to Mr Hutchison. But I think the point is that the Society Board committed to do so if the Club are unable to stick to the agreed repayment schedule. Admittedly, a gun was held to their heads.

 

And almost immediately after that guarantee was given, MFC (and the Society?) default on the relatively small payment due in June...per Mr Hutchison's own press release to the Daily Mail. We can only assume that the arrears have since been paid..( The £180k payment, however welcome, was totally unrelated). We are left to guess whether MFC and The Society are still in a default situation as that has not been clarified.....via the Daily Mail or otherwise. And remember, three strikes and Mr Hutchison reserves the right to take whatever action he deems appropriate.

 

Communication!

[Lobey_Dosser]

Am I right in saying that while £180k has been repaid to cover Les' 2nd loan in January to pay for Straker, Thomas & co, there is no word if the arrears on the £650k repayment schedule has been cleared?

[superward]

Am I right in saying that while £180k has been repaid to cover Les' 2nd loan in January to pay for Straker, Thomas & co, there is no word if the arrears on the £650k repayment schedule has been cleared?

It has not been clarified. It could cover either loan 1, loan 2 or both. End of the day it is money paid back and a sizeable chunk. I hope/expect it to be on Monday as it isba question I submitted.

[Big Stall]

It might make for some uncomfortable reading for the WS and club in general, but one of the reasons i (and im guessing im not alone) have not joined up yet is that threads like this make it look a complete shambles.

 

There seems to be poor organisation, little effective communication, arbitary moving of the goal posts and this all results in fans being both confused and frustrated with what is going on!

 

Sort it out, establish a clear purpose. Establish effective lines of communication and transparency of decision making and you might just find there are a raft of 'well fans willing to contribute

[Burn_Broomfield]

I think it's a matter of time until a secondary consortium is set up. The Well Society has failed to convince the right people it needs to buy into it, you don't have to dig very deep to hear people's feelings on it, those of disdain, embarrassment and anger towards the Society to the extent that they will never invest. If an alternative was to go ahead and challenge the Well Society for control of the Club, it has an open goal with which to play, it couldn't do any worse. If it was fronted by the right people, a plausible and sustainable business plan that would secure the future of the Club was in place, simply a properly run concern for the benefit of both its investors and the Club then I'm sure it would convince the right people to invest in it and would have a greater chance of success than the doomed Well Society project.

[dennyc]

Am I right in saying that while £180k has been repaid to cover Les' 2nd loan in January to pay for Straker, Thomas & co, there is no word if the arrears on the £650k repayment schedule has been cleared?

I was told the full £180k was part repayment of additional funds provided by Les Hutchison. I believe the "extra" he put in was around £350k. No mention was made of the arrears, although hopefully that has been sorted out in view of the 3 strikes threat. Unless I missed it, we just don't know. It looks like the priority is repayment of the monies not specifically covered by the original Security over the assets.

 

Another 3 or 4 Lee Erwins and we might see some repayment of the help provided by the Society.

[superward]

Who told ye? Tom Feely?

 

Wether its 180k of the 350k, or 140k of the 350k and 40k of the 650k I suppose may be a bit of moot point as it all goes to Les. I suspect he knew and agreed to the first 40k payment being missed and thought he could use it in the daily mail article as a way to leverage more members...which backfired really. Could be wrong - just a suspicion.

[dennyc]

Yeah, Tom feely as mentioned in a previous post. And it is good news that some of the Club's debt to Mr Hutchison has been repaid.

 

Which of the Loans was actually partly repaid does matter though. It is in the Society's interest to see the arrears eliminated ASAP as that is one of the three strikes required to allow Mr Hutchison to opt out of his agreement to sell his shares to the Society for £1. Alternatively, if his additional Loan is not secured, it is in Mr H's interest to have that more at risk Loan repaid ahead of his protected Loan. He may of course have agreed to disregard the defaulted payment from June in view of the recent sum handed over. We don't know though.

 

Just struck me. John Boyle was due (I think) £10k in June under the same repayment programme. Wonder if that payment was made. A question for next week perhaps

[Spiderpig]

The whole set up seems a shambles the desicions taken without consultation of the members are at best questionable.. what is the scenario if the club/WS fails to meet the payments and defaults on the loan was it secured on Fir park does LH then own the ground? people joined the WS and contributed their cash in the belief that they were buying a small stake in the club, now they find that the people in charge are spending that cash without consultation not to buy a stake in the club but to service loans they never asked for or agreed to. The whole set up seems undemocratic and just that little bit questionable. Members need to be consulted and agree to how their cash is being used as it stands its not a good advert to attract new members or keep the ones they have.

[weeyin]

I think it's a matter of time until a secondary consortium is set up. The Well Society has failed to convince the right people it needs to buy into it, you don't have to dig very deep to hear people's feelings on it, those of disdain, embarrassment and anger towards the Society to the extent that they will never invest. If an alternative was to go ahead and challenge the Well Society for control of the Club, it has an open goal with which to play, it couldn't do any worse. If it was fronted by the right people, a plausible and sustainable business plan that would secure the future of the Club was in place, simply a properly run concern for the benefit of both its investors and the Club then I'm sure it would convince the right people to invest in it and would have a greater chance of success than the doomed Well Society project.

I'd be very surprised if that happened, tbh. The chance was there when Les stepped in to take over the club, and the queue seemed to be one person long. Just extracting the current Society from the club and reworking the existing agreements would be challenging.

[superward]

Dennyc,

 

The only thing I could see in your last post about the £180k was the below, nowt about the split:

 

"2 The payment of £180k to LH came from Club income and definitely not from Society Funds. Possibly transfer funds."

 

I do know what you mean about it being in the clubs interest to technically pay the £40k. But, in reality I would think the conversations between board/society/owner will be a lot more pragmatic around what the £180k 'covers'

[Kmcalpin]

I suspect he knew and agreed to the first 40k payment being missed and thought he could use it in the daily mail article as a way to leverage more members...which backfired really.

Not getting at you mate but how do you know? Have you access to the before and after recruitment figures? Just curious.

[superward]

Not getting at you mate but how do you know? Have you access to the before and after recruitment figures? Just curious.

Dont know, which is why I said suspect. But if numbers had bumped up directly after the article I think we would have heard much like we did recently about the new 60 members joining in past couple of weeks. The reaction to the article was mostly negative from on here and who I spoke to certainly.

 

Could be wrong...just guess work and conversation.

[Goggles & Flippers]

I can't make the Q&A but would appreciate someone who is to ask a question by proxy. Please PM me if able.