Re: Complaint against the old Board members breach of the WST constitution in relation to the running of the AGM and the adoption of resolutions
OVERVIEW
As candidates in the WST elections that took place in June 2007, we wish to assert that:
(a) The WST Board as constituted prior to the June 2007 elections (“the Old Board”) unfairly prejudiced and thus influenced the outcome of the June 2007 election of officers to the WST Board; and
(b) Intentionally misled the membership to encourage them to vote for their own resolutions, in an attempt to defeat those resolutions put forward by Lindsay Jones and Phillip Wynn, which the Old Board opposed.
The actions of the Old Board during the run up to, and during the June 2007 AGM, when looked at collectively, has resulted in:
(a) The undermining and erosion of WST members’ democratic rights to stand in, and have conducted a fair election; and
(b) The loss of opportunity for members to have informed debate and consideration of opposing viewpoints as comprised in a series of properly submitted resolutions by us.
Our definition of democracy in the context of a co-operative members movement is:
Control of organization by members: the control of an organization by its members, who have a right to participate in decision-making processes.
The unresolved dispute, in respect of which we seek arbitration, arises from breaches by the Old Board members and its officers of:
The W.S.T.’s Mission Statement as recorded on the WST web-site (Doc 1)
The WST Rules (Doc 2)
In particular:
- Rule 2 (ix) provides that WST shall:
“be an inclusive democratic organisation that seeks to represent the views of all supporters of the club through open, affordable membership, and consultation and liaison with all supporters and supporters groups”.
- Rule 29 bestows upon the WST Secretary certain powers and duties including that at Rule 29(I), being:
“publishing to members in an appropriate form information which they should have about the affairs of the Society”.
- Rule 39 obliges the WST Board, the Chairman of the meeting and the Secretary to:
“ensure at any general meeting:
a. The issues to be decided are clearly explained;
b. Sufficient information is provided to enable rational discussion to take place.;
c. Where appropriate, members of the Executive Board, experts in relevant fields or representatives of special interest groups are invited to address the meeting”.
The WST Board Membership Policy (Doc 3)

Our supporting argument is presented under the following headings, A to D:


A- Background information.
(a) We, the five complainants, are long standing supporters of Wrexham FC; we share the view that the WST is the right and proper vehicle by which fans can collectively participate in securing the long-term future of our football club, Wrexham FC. WST’s aims and objects are under-pinned by a written constitution, which promotes the democratic involvement of the membership (see Candidates’ Biographies Doc.5).
(b) Our decision to stand for the Board of the WST in the June 2007 elections was taken and arose from our growing frustration with the performance of the Old Board, and in particular their lack of progress in securing the constitutional objectives of WST, primarily that of the ownership of equity in the football club by its fans. We requested a meeting with the Board prior to the AGM in an attempt to find some common ground. The Old Board ignored this request.
(c) Throughout the period encompassing the run up to and conduct of the AGM we were unhappy with the Old Board’s handling of the process and procedures, and it is our submission that the Old Board acted in an undemocratic manner and in breach of the Rules of WST.
(d) We placed our written complaints on record (see Doc.6) during the course of the June 2007 AGM, prior to the election results being announced. We were at pains to do this before the results were announced on June 7th, so that there could be no accusations that we were in some way motivated by bitterness in the event that our candidature for the 2007 Board elections was unsuccessful. Subsequently two of our group were elected to the board, along with 3 existing board candidates. The remaining three of our group were not elected.
(e) At this stage (June 2007) we felt strongly that the Old Board had made a number of errors in the management of the AGM, but for the sake of WST we were prepared to work with the existing board members to resolve the matter without rancour and expense.
(f) In light of this we contacted the WST’s acting Secretary on June 20th with an offer to settle the complaint through the appointment of a committee, which would work to review and ‘tighten up’ the WST constitutional procedures. We had intended that this committee would be mandated with the task of ensuring that future elections could be conducted in a more democratic fashion (see Doc.18).
(g) The newly co-opted Secretary responded in a negative way to this suggestion on June 27th 2007; this resulted in no common ground being found (see Doc.19).
(h) By this time (late June 2007) Lindsay Jones and Phillip Wynn had been granted access, after much resistance from other WST Board members (and the intervention of Supporters Direct (see Doc.20)), to the WST Board Yahoo discussion group.
(I) Lindsay Jones and Phillip Wynn noted that there were around 200 deleted postings (see Doc.21) from the period covering the 2007 AGM, up to the week after the AGM. The WST Vice Chairman, without the permission of the newly constituted Board, deleted these postings we have been led to believe. No explanation has been recorded in any WST board minutes as to these actions, and no action has been taken against the WST Vice-Chairman.
(j) However, a review of the remaining (non-deleted) postings indicated to us that matters were potentially far more serious than we had originally imagined at the time that we lodged our complaint at the June 2007 AGM. It is our contention that the Old Board suppressed key information in the run up to the election and by so doing misled the membership.
(k) We then asked for access to the missing postings from the old Yahoo Group; the WST Secretary was unable or unwilling to produce them. We made our own enquiries and found that there is no way of restoring postings deleted from a Yahoo group. Unless the WST Vice Chairman had backed up the data from those postings before destroying them, then we will never know what material those postings contained.
(l) Having made clear to the WST Secretary that we intended using postings from the Yahoo group, as part of the supporting evidence for this complaint, we then found that the WST Chairman denied our access to the Yahoo group.
(m) The WST Chairman’s actions on this matter are the subject of a separate complaint.
(n) Despite there being no constitutional basis for the destruction and concealment of WST documentation, we have been unable to gain access to the WST Board Yahoo group.




(o) As a result of these actions (in deleting postings and denying us access to the WST Board Yahoo group) our ability to pursue and investigate our complaint has been prejudiced by the actions of the WST Chairman, Vice Chairman and Secretary. Their conduct in dealing with this complaint is, we would maintain, indicative of their conduct in preparing for and running the June 2007 AGM. Whilst we have been able to save some documentation from the Yahoo group we feel that full access to this information should be available to all the Board members involved in this Arbitration. The boards blocking tactics on this matter will ensure that members will not feel that the whole truth has been revealed as part of this process and will undermine confidence in the process itself.

B- Prejudicing the election of officers as per the original letter of complaint dated 7/6/07 by the old Board 07 (Doc.6).
(1) WST Chairman’s Press Briefing of 29th May 2007
(a) On May 29th 2007 the WST Chairman was quoted in the local press. (Doc.12). We believe that his statements were factually inaccurate and thus in breach of rule 39b (Doc.2). We also believe that the WST Chairman, in making these comments deliberately inflamed an already heated situation and this led to an atmosphere of intimidation surrounding the AGM. WST Chairman Mr Clapton asserted that if members backed the "fresh approach" candidates (the complainants) then they would be voting to kill the club:
"If they have to wait, that is the end of Wrexham Football Club. It would leave the club in massive debt, and that would be the endgame for us."
(b) The inference contained in the WST Chairman’s press remarks was that the interest payments on the football club’s loans would bring the club down. There was no basis in fact for this statement. The WST’s own newsletter states the following:
"the club was in profit for the season. The club have also repaid the council loan with interest." (Doc.13).
(c) This (profitability and repayment of council loan) had been achieved under the very same set of circumstances that Mr Clapton was now stating would kill the club. It is surely pertinent that (Wrexham FC Director) Mr Moss’s viewpoint fell someway short of Mr Clapton’s rhetoric. Mr. Moss stated in the same article:
"If this was to be implemented, then it would cause the club serious financial implications." (Doc.8).
(d) Mr Clapton’s contribution to the debate was not supported by any expert opinion. Mr Clapton was not privy to the facts of club’s financial situation, save the details offered by Mr Moss, facts which actually painted a rather positive outlook for the club. Mr Clapton did not, it is believed; consult any planning consultant or the local authority in regards to the progress of the club’s planning application.
(e) The two bodies responsible for granting the money needed to finance the building the new stand are the Welsh Assembly Government and the Football Foundation. Mr Clapton did not consult either of these bodies to ascertain the length of time needed to access the club’s eventual grant applications.
(f) At the present time the club’s owners have yet to submit their plans and costing for the new KOP stand, even though this could have been done in advance of the developers’ retail/housing planning application, thereby saving time and in turn interest on the personal loans taken out by the club owners to fund purchase Wrexham FC. Due to their procrastination the compiling of a Business plan by the local council for submission to the grant bodies for financial assistance in building the new KOP stand is still on hold.
(g) How Mr Clapton could then make this statement is a mystery. We believe that this was a deliberate and calculated attempt on the part of the WST Chairman to discredit the non-board candidates in the 2007 AGM Board election via the local press. We believe that Mr Clapton also failed to provide or consult with a view to obtaining the necessary expert opinion as required by rule 39c (Doc.2 page 9), and himself gave a heavily biased and selective interview that was liable to, and did indeed mislead the membership during the last few days prior to the 2007 AGM Board election.
The board’s lack of commitment to allowing rational discussion to take place is further emphasised by the e-mail from board member Peter Jones to other board members on May 29th (Doc 23)
“I also spoke with Anthony Fairclough (WFC Chief Executive) today who asked if I could be available on Friday for a meeting with Nev, Geoff, Anthony and Paul Roberts from the council with the proviso of bringing out a statement to blow Resolutions F and J out of the window. I told Anthony that I would be available, but would want another Trust Board member with me. Anyone else available?”

Board candidate Phil Wynn was contacted by Peter Jones on the evening of May 30th and told that further press attacks would take place on the following Friday unless Resolutions F & J were withdrawn.
Following the Chairs outburst and the call from Peter Jones we felt that the board of the WST was conducting a campaign of intimidation with the support of the football club owners.
As a courtesy to the many fans who had seconded these resolutions we made a public announcement of this on the Red Passion website inviting seconders to withdraw their support for them. Several did so.(Doc.25)
Acting on his conversation with Pete Jones, Phillip Wynn contacted Anthony Fairclough with an offer for the “fresh approach” candidates to meet up with the club owners to discuss any points of concern. No meeting was ever called and the club owners on the conduct of the WST AGM made no further press statements.
(h) We believe that Mr Clapton misled the members in making the following statement:
“Our biggest fear is that they don't realise, or maybe they do, quite what the implications of that would be.
"If the development can't go forward until funding for the stand is in place, that means it would be held up for between one and two years at least.”
(i) Football supporters are passionate in support of their clubs, and Wrexham is no different from any other club. It follows that any assertion that a person was deliberately trying to kill their club could potentially have serious implications for that person.
For the chairman to make an emotive statement was reckless in the extreme.
(j) Furthermore we believe that the Chairman’s comments were contrary to the WST Rule 2 (ix).(Doc.2)
(2) Seconders of Resolutions
(a) The 2007 AGM resolutions put forward by members were seconded by many of the WST membership. The resolutions were seconded by members who contacted us online and in person.
(b) The names of the members who made contact online were included in the AGM pack. However the names of those seconders who signed the forms in person were not included.
(c) Details of the seconders of the resolutions were thereby severely edited and not properly representative of those who had in fact seconded the resolutions. The nomination sheets handed in to the Old Board included the names of many prominent members of the Wrexham Supporter Groups. Their names were not included in the AGM pack. The reasons given by the WST Vice-Chairman are twofold.
(d) Firstly the Vice Chairman states that the names were illegible. We dispute this. Several of the names were not legible however most were recognisable and could have been identified. (Doc.28)
(e) Secondly the Vice Chairman has stated that the seconders are not there to “show any pre vote show of support” (Doc.15). This is a contradictory statement as every resolution put forward by the membership has had a comment of support or opposition attached to it by the WST Board.
(f) This is also a departure from previous AGM practice when all seconders details have been shown.
(g) The WST Board have abused their control of the AGM process and provided members with a partisan and prejudiced set of supposed “facts”. Which were in the event nothing of the sort. Fairness and democracy have not been best served and once again rule 39b (Doc.2 page9) was breached.

(3) The WST Newsletter
(a) The Old Board produced a newsletter prior to the AGM to explain their thinking on the resolutions put forward by themselves and by members (Doc.13).
(b) We believe that in relation to rule 39b (Doc.2 page 9) the Old Board should have invited members putting forward resolutions to give a brief written explanation of the reasoning and arguments that lay behind their resolutions, so as to avoid any confusion in the reader’s mind. This was particularly so if a member was unable to attend the AGM and were seeking to register a proxy vote with the WST Chairman. The Old Board did not do this.


(c) When we discovered that a newsletter was proposed, that would expand on the Board’s view of the resolutions we approached the WST Vice Chairman with a view to putting our case to the membership. The request was refused as not being in the best interests of the WST (Doc.15).
(d) We cannot see how members can make a rational decision on whether to vote for or against a members’ resolution when the only interpretation of resolutions proposed by members is that put forward by those who are actively opposed to them in the first place (to wit the Old Board).
(e) The content of the various resolutions should have either been discussed solely at the meeting itself or on a fair and equal basis through the official WST channels of communication for the benefit of the resolution proxy voters. Given that the membership of the Society is spread around the world we feel that the latter option is the preferable option.
(f) The second part of the newsletter consists of a highly edited and slanted account of the meeting which took place on May 16th 2007 between WST Board representatives and the club director Mr. Geoff Moss (Doc.9) (“the Geoff Moss Meeting”).
(g) We note that key information has been deleted from this account of the Geoff Moss Meeting (see Doc.10). This is, we submit in breach of rule 39b (Doc.2 page 9).
This account was also used as the basis for a meeting with representatives of all the Supporters groups on May 24th. (Doc 17) Leaders of all the Wrexham Supporters Groups were invited to a meeting with the Board of WST to update them and explain the board’s position. Again attendees at this meeting were led to believe that the Consortium was the basis of the WST strategy, which we assert was dead in the water because of the comments made by Geoff Moss (see Doc.10). The WST board misled the fans group leaders in an attempt to influence them and their membership to back the WST AGM position. This again is clearly in breach of rules 39a & 39b (see Doc.2 page 9) as well as being an affront to common decency.
(h) Furthermore we are sure that rule 39c (Doc.2 page 9) has been breached, in that the Old Board presented Geoff Moss’s opinions as incontrovertible fact, when it is at best mere assertion, and at worst factually incorrect.
(I) For example Mr. Moss asserted that the Football League preferred member clubs not to own their own grounds; this is not factual (Doc.16). Neither is his assertion that only 9 out of 92 Football League and Premiership clubs own their own ground.
(j) The Old Board presented the Geoff Moss Meeting notes as factually and did so in support of their own AGM agenda. Geoff Moss was allowed to describe legitimate questioning of his motives by WST members as “scare mongering” (Doc.9 page2). However those members’ points of concern were not raised at the Geoff Moss Meeting and Mr Moss stated nothing that would allay the fears of those members. In fact in relation to the fans’ primary concern, the splitting of the football club from the Racecourse Ground Geoff Moss stated:
“we would only do this if the benefits proved worthwhile” (Doc.9 page 3).
(k) Geoff Moss is not a disinterested observer. He has a huge financial burden to carry whilst and until the ground developments takes place. However, it is highly likely that following the development the Racecourse Ground will be worth anything up to £10m. Mr. Moss his co-director and shareholder Neville Dickens, stand to make sizeable personal financial gain. Mr. Moss’s comments should be viewed in that context until events prove otherwise.
(l) The published notes from the Geoff Moss Meeting do not present a true and accurate record of that meeting because that information which was of most concern to the membership was edited out of those published notes. The Old Board in this regard failed in their responsibilities to the membership in regards to rule 39b (Doc.2 page 9).
(m) Furthermore several key alterations have taken place in the editing of the notes of the Geoff Moss Meeting. In the original account of the meeting Geoff Moss was asked his opinion on the WST resolutions. In relation to Resolution B he stated:
“With regards the new stand, the club were still intending to deliver the 4,000 seater.” (Doc.10 page 4)
(n) However by the time the minutes were edited for the member’s consumption the ground capacity had expanded.
GM stated: “The club fully intend to deliver a 5000 all-seater stand.” (Doc.9 page 2)



(o) In the unedited minutes the Wrexham FC Chief Executive Anthony Fairclough states:
“that following a meeting with the council he had learned of a new UEFA regulation which increases the minimum seat size in some cases, meaning the current plans would have a reduced capacity if this comes in”. (Doc.10 page 4)
(p) And yet despite this, the Old Board had actually increased the supposed stand capacity in the information sent out to members.
(q) We believe that this misinformation was designed and disseminated with a view to sway members into voting for Resolution B and against Resolution J and as such was in breach of rule 39a & 39b (Doc.2).
(r) In summary the May newsletter was nothing more than a crude piece of propaganda that:
(a) suppressed key information;
(b) suppressed debate; and
(c) was designed purely to deliver a WST/WFC agenda at the expense of the democratic principles of the WST.
C - Prejudicing the adoption of resolutions put forward by Lindsay Jones and Phillip Wynn to the 2007 AGM (Doc 4).
1(a) Our Resolution I was proposed as follows:
“In line with our constitutional obligation to protect the heritage of our club, Members of the Society are concerned that the owners of our club have changed its name from Wrexham AFC to Wrexham FC and respectfully request them to hold a public consultation on this matter to let the supporters decide whether such a change is necessary or desirable.”
(b) The Old Board by opposing this resolution were in breach of Rule 2(x) (Doc.2) i.e. “to uphold and preserve the tradition and heritage of Wrexham Football Club and to secure the long term future at the Racecourse Ground, Wrexham”.
(c) We assert that the Old Board motivation to actively ignore a constitutional objective (Rule 2(x) (Doc.2) by opposing Resolution I was to court favour with the club owners, at the expense of Trust member and election candidate Lindsay Jones, who was disliked by the club owners as demonstrated in the uncensored minutes (Doc.10) in which Geoff Moss stated:
“very clearly that he will not even speak to the Trust should Lindsay Jones be elected back on the board. This is because of the personal attacks made on the Red Passion message board.” (Doc.10 page 3)
(d) In the same minutes, the Football Club owners whilst objecting to the resolution on the grounds of cost would in the same breath countenance committing expense on recognising the correct foundation date of the club i.e. 1872 as opposed to the 1873 currently on all the clubs badges.
“AFC to FC – the club would simply refuse to discuss this after the re-branding that had taken place. The 1872 issue was raised by Anthony Fairclough/Pete Jones (Club Historian and leading ex-member of the old Board) and an agreement to look at ways of incorporating this into club logos in the future should be looked at.” (Doc.10 page 6)
2(a) Our Resolution K was proposed as follows:
“Members of the society call upon the board of the WST to appoint a negotiating team of professionals to handle all negotiations with the owners of the club relating to the purchase of the club”.
(b) During the AGM the resolution proposer, Phillip Wynn argued that due to the lack of progress the Trust Board had made against the Trust objectives, the Board should call upon professional members of the Trust to volunteer to set up a negotiating team duly led by the Chairman.
(c) David Preece, a then co-opted Board member (but now the co-opted WST Secretary) from the floor of the meeting argued against the resolution on behalf of the Old Board, stating that it would cost many thousands of pounds to bring on board such professional help and that such assistance was not warranted by the current Board until such time that the club owners were ready to discuss a share issue to the Trust. However in private on May 17th David Preece had stated on the old Trust Yahoo Group concerning the old Boards meeting with the club on May 16th that:


“Moving forward, I feel we need at sometime to co-op professionals on the board i.e. a solicitor and an accountant (no offence Mark, but a partner in an Acc practice) this would give us more credibility with GM and probably with investors”. (Doc.22)
(d) We maintain that the current WST Secretary apart from misleading the membership to back the Board’s opposition to the resolution was in breach of rules 39 a & b (Doc.2 page 9). We also believe that Mr Preece carried out a breach of good-faith by arguing in public in a way which ran contrary to his own stated beliefs.
3(a) Our Resolution F was proposed as follows, (Doc.4)
Membership of the society cannot support any proposal to separate our club from its ownership of the Racecourse Ground and the Colliers park training facility and call upon the board of the Society to set up a sub committee, drawn from the membership, to explore alternatives to this scenario.
(b) This resolution was drafted in response to suggestions from the club owners, at several meetings, that the club and ground could be separated. (refer to Doc.24)
(c) We were astonished that the Old Board opposed this resolution as the following reasons will illustrate.
(d) At the members meeting of April 30th,the Chair outlined the key Operating Principles of a WST led Consortium. Principle 3 is as follows, (doc 8)
The future ownership of the Racecourse to be protected and to remain within the full control of the club
(e) Furthermore at the same meeting the Chair stated.(Doc 8)
Bruce said that all investors regardless of location would have to agree to all the principles of the investment plan.
(f) At the same meeting in response to a question regarding potential council ownership of the ground the Treasurer stated,(Doc 8)
Mark Williams advised that if the club did not own the ground, it would not be able to use it to secure any borrowing to fund any expansion plans in the future. Provided the share issue was set up correctly, the ground would be protected from selling outside the club.
(g) Furthermore we point to a letter sent by the Chair, Mr Clapton to club owner Geoff Moss on March 2nd (Doc 24) in which he outlined the WST objections to the clubs proposed selling off of the Stadium.
(h) We believe that the board for two reasons opposed this resolution, in support of the WST stated position:
Due to the ill feeling felt by the old Board towards the “fresh approach” candidates and to court favour with the club owners who were actively advocating a split of club and ground.
There are no other logical reasons for the board opposing a principle, which they themselves felt so strongly about on March 2nd, & then on April 30th.Neither is there any logical reason for the Board to oppose a resolution in support of their own Consortium Operating Principles. The very principles we were led to believe were being presented to potential investors in the WST consortium.
(i) The old board stated that the adoption of this resolution would restrict their ability to explore other forms of ground ownership. To date no proposal has been put forward.
(j) We assert that by seeking to quash Resolution F the old board were in breach of rule 2, rule 29 (Doc.2) and also rule 39.By allowing their own personal prejudices to cause them to oppose the Societies own Principles their could not be rational debate on the resolution and members could be forgiven for being confused as to what the board was trying to achieve.
(k) In this confusion members could again be forgiven for deciding to back the agenda of a board that were supposedly putting a consortium together, with the backing of the current owners, to buy the club. A consortium we now know to have been notional.


4 (a) Our Resolution J was proposed as follows:
Members of the Society believe that retaining the Racecourse as a 15000 capacity International Standard Stadium is a priority for the club and the town of Wrexham and call on the Wrexham Maelor Borough Council to ensure that this becomes a reality by ensuring that funding is in place to build the new Kop stand prior to granting detailed planning permission for the development behind the Kop.
(b) We argue that the Secretary/Chairman did not provide clear information during the AGM process for the members to decide on this emotive Resolution, as whilst arguing in the Trust News Letter (see Doc 13 page 4) the Board were fully behind the retention of a 15,000 stadium capacity as per the resolution, the Chairman Bruce Clapton had clearly contradicted their argument when responding to a member Dennis Morgans question from the floor as follows, at the Trust members meeting of the 30/04/07 (Doc.8):
Q. Dennis Morgan referred to Saturday's Daily Post and the business concerning the KOP. He did not wish the KOP to be demolished until there was funding in place to build the new stand.
A. Bruce Clapton advised that the KOP has to be demolished at the end of the season as part of the development.....The proposed 5000 seater stand would only be built if funding from the Football Foundation and the Welsh Assembly was forthcoming, the projected cost of £3m to £4m. If the grant money was not provided, a smaller 2000 seater stand would be built.
Bruce said that he did not wish to see the capacity of the Racecourse reduced, but we had to be realistic here and keep pushing for grant assistance.
(c) It is a fact that the local council provided very generous outline planning permission for the KOP redevelopment with the writing off of a social housing contribution from the development (which is valued at a conservative £1.5m) and in return the new club owners would retain an international 15000 capacity stadium at the Racecourse for North Wales. It is thought that the council would not let a development proceed without the building of a 5000 stand. The WST old board have never provided any evidence to the contrary even though in the Trust News Letter (see Doc 13 page 4) the board state that they had discussed in detail each and every one of the proposed resolutions and where necessary taken the appropriate "specialist" advice.
(d) The Board were prepared to state in the objection to Resolution J that
"we feel that to hold back the redevelopment until funding is in place would put extra cost on the Football Club, especially when we are reliant on funding from the Football Foundation and other public funds. Please be aware that if this resolution was voted in it could seriously jeopardise the current developers from not wishing to wait that length of time, and walk away from the development at a huge cost to the Football Club, hence we put forward Resolution B as an alternative in the Trust News Letter (see Doc 13 page 4).
(e) Whilst their statement opposing the resolution may well be correct, we would argue the old board have never sought any advice in writing off anyone but the owners of Wrexham FC concerning the development, the new Kop stand and the finances surrounding it. (This is clearly in breach of rules 39b & 39c) (Doc.2).
(f) There were no written assurances off the Welsh Assembly or Football Foundation as to how long the process for approving grant aid to build the stand would take. (breach of rule 39c) (Doc.2)
(g) Most significantly the old board of the WST never spoke to the developer, never wrote to the developer nor did they hold any meetings with the developer. (breach of rule 39b & 39c) (Doc.2)
(h) The old board of WST were not present at any meetings held between the developer and the council or the developer and the club. All of their “expert” information came from one source. A source that the board was fully aware held partisan views and had previously misled the board of the WST. How the board could then provide a balanced view of the developer’s position as required by the constitution, is a mystery. (breach of rule 39b & 39c)(Doc.2)
(I) The club owners were granted outline-planning application in May 2006 and to this date some 18 months later they have yet to submit plans and costings for the KOP stand to permit the local authority to build a business plan for presentation to the various grant bodies in support of a grant application. Reasons for the seemingly un-necessary delay in this matter we find difficult to comprehend whilst the Board were arguing that such time delays possibly imposed by the resolution would jeopardise the whole development and thereby the clubs financial well-being.



(j) To further confuse matters for the membership their alternative Resolution B which was expanded upon at the AGM evening by guest speaker Steven Powell of the Football Supporters Federation, left the members with the understanding that "a stadium of international standard" (as per the wording of Resolution B) does not infer any minimum capacity as for instance Andorra and other such small nations play international football at stadiums where the capacity falls well short of 15000. Mr Powell went on to explain that "international standard" when applied to stadiums actually refers to the level of facilities provided for the players and officials (e.g. drug testing suite) and level of lighting provided etc.(breach of rule 39a)(Doc.2)
(k) We would contest that apart from failing to present a clear argument in favour of their own resolution for the members consideration they were disingenuous by in one breath backing a 15000 capacity stadium (which they knew would be popular with the members) and at a previous members meeting (Doc.8) advocating the possible need for a replacement KOP stand of 2000 seats rather than the expected 5000. The actual wording of their own Resolution B was also cleverly worded to allow the club off the hook when it comes to delivering a stadium capacity of 15000 as a "stadium of international standard" delivers well short on this.(breach of rule 39a)(Doc.2)

D - Suppression of information to members during the AGM period
(a) The Old Board were in our contention guilty of misleading the WST membership to vote in favour of their own resolutions C & D (Doc.4) (which had a financial implication for the WST), through the non-disclosure of information which we feel would have materially influenced the members’ voting intentions.
(b) WST has as its primary objective gaining equity in Wrexham AFC. Since the club exited administration in August 2006 the Trust has had no success against that objective and has enjoyed a rather stormy relationship with the club’s owners. (see Doc.26 and Doc.27)
(c) The impression given at the April 30th members meeting was that the WST was now making good progress towards their objective of equity in the club (Doc.8 pages 5 to 8). Reports of this progress were welcomed by the membership and also by us. This was subsequently underlined in the minutes of the meeting of 30th April (Doc.8 pages 5 to 8 “plans to put together a consortium capable of taking over Wrexham FC”), which emphasised the importance of the WST-led consortium. Indeed at the meeting the WST Chairman was keen to emphasise that the club were backing the WST plans rather than the other way round in his reply to a question posed from the floor by Lindsay Jones (Doc.8 page 10):
Q. “Lyndsay said that the WST was supporting Geoff and Nev’s (owners of the club) plans, without knowing what their plans were.”
A. Bruce Clapton stated quite strongly that the club owners are supporting WST plans, it was the WST’s consortium and the WST deal going forward.”
(d) The WST chairman also gave the members the impression that some form of agreement had been reached with the club as to what the WST led consortium would be investing in and purchasing, and that matters were well advanced by his response to questions posed from the floor by Gavin Jones and Phillip Wynn (Doc.8 page 9):
Q. “Gavin Jones asked what the investors would be investing in”.
A. “Bruce Clapton said that it would be Wrexham FC including the Racecourse and the training ground”.
Q. “Phil Wynn asked what was the timescale for putting the consortium together and how quickly would the club owners get back”.
A. “Bruce Clapton said that the WST were looking to make the presentation around the middle of end of May, showing it to the club’s owners first before actually presenting it to potential investors”.
(e) We believe the old Board were genuine in this belief at that time, and that the information given to members on April 30th was given in good faith even though no memorandum of agreement had been entered into on the particulars of the sale of Wrexham F.C.
(f) This meeting was the last opportunity for the membership to question the board before the AGM process started a week later and together with the earlier joint press release of the 23rd April (Doc.7), created the impression that WST was now starting to make real progress towards its goals as discussed.



(g) However on May 17th WST board representatives met with the club owner (“Geoff Moss meeting”) Geoff Moss (GM) and Chief Executive Anthony Fairclough. The meeting was minuted by board member Wyn Griffiths, uncensored version (Doc.10 as extracted from the WST Board old Yahoo group) and published version (Doc.9 as posted on WST web-site & newsletter).
(h) Geoff Moss’ response to Pete Jones’ outline of the presentation (presentation as referred to by Bruce Clapton in the minutes of the WST members meeting dated 30th April) to the news that the WST were putting together a potential consortium was:
“GM asked why the WST were doing this and not the club. PJ explained that WST were just trying to bring the consortium together.
GM then clarified he thought we were looking into the structure of other clubs” (Doc.10 page 1).
(i) Later in the meeting:
“with regards the eventual ownership of the club – GM stated that he can’t do anything but reassure people that when the time comes decision will be made in the best interests of Wrexham FC. They were in no rush to move the ownership on (cross reference to press release “This club is only 35% of the way to where we want to take it” dated 27th July Daily Post see Doc.14) and would take as long as needed to find the best solution. One that would provide a secure and solid base for longevity by providing an infrastructure that will last”. (Doc.10 page 5).
(j) This makes it abundantly clear that the club were not now backing the WST consortium (and probably never did), as was stated by the WST chairman at the members meeting of 30th April -nor had the assets intended to be purchased by the consortium been agreed upon with the club owners. From a public position of leading the bid the WST were now in a position of hoping to be invited to be a part of the clubs future. The change is such a fundamental change that we believe that members should have been informed of in the minutes circulated by the Board rather than in the selective version posted on the WST web-site & Newsletter (Doc 13) during the 2007 AGM period. The members were not informed of this fundamental shift of position prior to the 2007 AGM and much that was said in the meeting of the 17th May. Neither have they been informed about this since.
(k) There was obviously a misunderstanding between Moss and the WST delegation that had met in April and this came to a head when Moss clarified the WST role in the May meeting. For the board of the WST, in the middle of an election where their competence was being questioned, the news must have been devastating. The credibility of a board that bases its whole strategy on a misunderstanding would be severely damaged. The WST never had an agreement on a consortium with the club (verbally or in writing), even though they may have believed so up until the May 16th meeting. This information was deliberately and cynically cut from the meeting account that was sent to members, as in our opinion it would have comprehensively undermined confidence in the board of the WST.
To underline the importance of this information we have copied the WST board member’s reaction to this news when the initial minutes were posted on the WST old Yahoo group (Doc’s 11a to 11e). As can be seen the board members focussed on the one point in the minutes, namely the seeming change of stance in the club’s position regarding the WST-led consortium.
WST Secretary David Preece stated this the day after the meeting minutes had been published.
“I came away from the meeting with a clearer idea of how Geoff sees the world and it is not one that necessarily includes the WST. I see little point at the present in putting a consortium together as N&G have no intention of selling in the short term, and if they do, they are quite capable of approaching interested parties without our help, they too have a list of potential purchasers.”
WST treasurer Mark Williams also stated,
Going forward, it is difficult to work out where this leaves us.
Where as we thought we had a green light from the last meeting it now appears that the light has changed to amber. Not sure if I am taking a negative view here but I cannot see anything concrete that we can go to a consortium with as we are basically on a fact finding mission for Nev & Geoff.
This stance is markedly different from the board position at the members meeting on April 30th when the Chairman, in response to a member’s question, stated.
Bruce stated quite strongly that the club’s owners are supporting WST plans, it was the WST’s consortium and the WST’s deal going forward.
To further underline the fact that this meeting was the death knell for the WST led consortium, we can point to the fact that no presentations to potential consortium members had or have taken place. The presentation itself remains unfinished. The consortium has not been a proper agenda item at any board meeting since June, until raised by board member Lindsay Jones at the last Board meeting held on 3rd Sept .It was not mentioned in the members’ newsletter or at the recent members’ meeting held on 30th July 2007.

(l) Also in the meeting held on the 17th May, Geoff Moss stated very clearly:
“that he will not even speak to the Trust should Lindsay Jones be elected back onto the Board. This is because of the personal attacks made on the Red Passion message board”. (Doc.10 page 3)
The Old Board’s reactions to this statement were:
“If Lindsay comes back on board it will give Geoff every excuse he needs not to speak to us” - Wyn Griffiths
“I can understand Geoff’s comments re Lindsay, unfortunately it has become personal between them and in Geoff’s position he can choose who he wants to deal with. If Lindsay joins the Board, it will only cement N&G’s view that we are merely a bunch of mostly troublesome supporters…..” – David Preece
“Quite worried about the remarks about Lindsay; although I can fully understand his concerns, has he not heard of democracy?” – Kevin Baugh
(Docs 11a to 11e)
(m) We believe that if the full facts had been relayed to the members prior to the members casting their votes at the 2007 AGM, then the members may well have declined to back the Old Board’s Resolution D (which entailed gifting WST money to the club owners - who in reality were not backing a WST-led consortium). The Club owners were also prepared to influence the democratic workings of the WST, by refusing to speak to the WST if their members elected Lindsay Jones to the Board.
(n) If the members had been in possession of the facts appertaining to the flawed WST led consortium then the Old Board’s Resolution A would have been seen as disingenuous, and a blocking tactic to defeat Lindsay Jones’ Resolution F as indeed would Resolution B be seen in the same light against Lindsay Jones’ Resolution J.
(o) Clause B4 of the WST Code of Conduct (Doc.3) states that:
"If a matter is progressed to a General meeting of members then the vote taken by the Board on the matter will be included in the information pack sent to members"
There was no such information included in the pack in relation to the Board proposed resolutions. The board adopted the board membership policy in 2006 and ratified by the membership at the 2007 AGM.
(p)The meetings in which these measures have been agreed are not minuted and there is no record of any debate or votes taken in relation to the measures adopted. We accept the fact that there were resolutions put forward proves that some sort of process took place.
However this process was not in accordance with both the WST constitution and its own Board Code of Conduct.
(q)It is telling that the board agreed to withhold posting the AGM pack until the meeting with Mr Moss on May 17th. This we contest is indicative of the old Board’s lack of independence in relation to carrying out the business of the WST, which is an independent and sovereign body.
(r) As an added point we would also point out that the boards own resolutions were obviously drafted prior to the meeting with Mr Moss on May 17th and should have been revised following that meeting in light of the changed relationship between the Trust and the club.
(s) We therefore argue that the members of the Old Board had not acted fully in accordance with the Rules of the Society with particular reference to:
- Rule 29 Secretary failing in not “publishing to members in an appropriate form information which they should have about the affairs of the Society”.



- Rule 39 General Meetings, WST Chairman, Secretary and Old Board failing to meet their
“..... responsibility..... to ensure at any general meeting:
Sufficient information is provided to enable rational discussion to take place.
Furthermore we believe that in suppressing this information in relation to Resolution D the old Board of WST are in breach of the Financial Services Act.
"Misleading Statements and practices. Any person who makes a statement, promise or forecast which he knows to be misleading, false or deceptive or dishonestly conceals any material facts or recklessly makes (dishonestly or otherwise) a statement, promise or forecast which is misleading, false or deceptive, is guilty of an offence if his intention is to induce another person to enter or offer to enter into, or to refrain from entering or offering to enter into, an investment agreement or to exercise or refrain from exercising, any rights conferred by an investment."
Halsburys Laws of England
Volume 24
Paragraph 152
Outcomes
As requested we provide a short list of outcomes we wish to see as a result of this process.
At the outset of the complaint we only wished to see a set of guidelines introduced in relation to the management of the AGM process, as outlined below in point 2.
As can be seen the matter is now far more serious than the points covered in the original complaint letter and so these are the outcomes we will be asking for the arbitration process to deliver:
.1. An apology is given to the WST members by the Chair, vice Chair and Secretary acknowledging their actions were designed to influence the outcome of the AGM process in their favour, which although successful, has tarnished the WST's good reputation as a democratic organisation, which previously was proud to accommodate the views of all fans of Wrexham FC even if they differed from those held by the Board.
2.WST to set up a sub committee to introduce and implement a full set of guidelines for the management of future AGMs. This to ensure that all candidates have equal access to WST resources. A neutral individual should chair the sub committee.
3. We request that all board members undertake training in relation to their positions as board members and fiduciary duties. We also request that all new board members must undertake such training.
4.WST to submit an annual performance audit to the membership detailing its progress against its objectives.
5. The three unsuccessful candidates to receive a full and unequivocal apology for the many injustices they have suffered at the hands of the Old Board, which we argue prejudiced their chances of being elected board members.
6. An apology is offered to the members and the “fresh approach” candidates by the chair for his outburst in the local press against the resolutions proposed by Lindsay Jones and Phillip Wynn, which we argue achieved the goal of discrediting the members resolutions and the “fresh approach” candidates chances of being elected as Board members. It was his assertions made in the local press which caused most upset to us, especially knowing that it was so easy for the Chair of our organisation to meet with us in private, as we had previously requested, to air his concerns about the content of the members resolutions, which we felt were topics that needed to be discussed by the members.
In light of the chairman’s press outburst we feel it is unlikely that members will feel comfortable in proposing resolutions at future AGMs, unless such resolutions meet with the Boards approval.
7. It has become clear during the AGM process that the old Board of the WST did not act as a Board should. Decisions have been, and still are taken by a small clique who set the agenda for the society without regard for the rules of the Society or the interests of their fellow board members.


As examples of this we point to:
(a) the framing of the WST resolutions for which no formal discussions or votes have taken place.
(b) the destruction by the Vice Chair of around 200 WST documents.
C the failure of the Chair and Secretary to hold the Vice Chair to account.
(d) the seeming failure of the Secretary to put the compromise solution to the members of the board.

(e) the failure to discuss the complaint at a board meeting before going for a costly arbitration.
(f) the failure to ensure that all board members have equal access to WST documentation.
(g) the failure to follow WST board disciplinary procedures.
(h) the failure to hold a meeting with the "fresh approach" candidates prior to the AGM process as politely requested to do so.
(I) the failure to give the “fresh approach” candidates equal and fair access to the membership during the AGM.
(j) the overall poor conduct of the AGM, which has led to a loss of credibility for the Society.
(k) the deliberate and cynical suppression of information that should have been available to members when making their voting decisions.
As a result of which we are compelled to ask that the following board members stand down. Bruce Clapton,(Chair) Rob Griffiths (Vice Chair) & David Preece (Secretary)
If the arbitration is found in our favour we hope that our complaint will result in members having the confidence to stand for election to the Board and to put forward resolutions for the members consideration at future AGM’s, without fear of ridicule or undue pressure brought to bear by the Board.











Schedule of Supporting Documentation
Doc 1. – WST Mission statement.
Doc 2. – WST constitution.
Doc 3 - WST Board membership policy.
Doc 4. – Resolutions.
Doc 5. - Candidates Synopses for WST board Elections 2007.
Doc 6. – Original letter of complaint dated 7th June 2007.
Doc 7. - Club/Trust joint statement 23/04/07.
Doc 8. – Minutes of WST members meeting 30/04/2007.
Doc 9. - Published minutes of meeting between WAFC & WST 17/05/2007.
Doc 10. - Uncensored minutes of meeting between WAFC & WST 17/05/2007.
Doc 11(a- e) - Various board member’s responses to information in Doc 9.
Doc 12 – Evening Leader article “Trust in turmoil” 28/05/2007.
Doc 13 - Trust News – WST newsletter published end of May.
Doc 14 - Daily Post article 27/07/2007 highlighting club’s financial progress.
Doc 15 – Email correspondence between L.Jones and R.Griffiths
Doc 16 – Email from the Football league.
Doc 17 – Minutes of supporters group meeting 24/5/07.
Doc 18 – Email from P.Wynn to acting Secretary T.Heath.
Doc 19 – D Preece’s email response to Doc.18
Doc 20 – Supporters Direct’s letter dated 18/06/07 expressing new board members entitlement to having access to the old WST Board Yahoo Group.
Doc 21 – List of numbered posts deleted from the old WST Board Yahoo Group.
Doc 22 – D.Preece’s comments on co-opting professional’s on to the Board.
Doc 23 - Peter Jones E Mail 29/05/2007
Doc 24 - Bruce Claptons Letter to the club 02/03/2007
Doc 25 - Withdrawal of support 31/05/2007
Doc 26 – WST statement in response to comment made at members meeting on 22/1/07 by Nev Dickens

Doc 27 – Evening Leader article “Fans and club in clash over investment claim” 01/02/07

Doc 28 – Resolution nominee paperwork

Doc 29 & 29a – Old Boards unfinished Consortium paperwork as gleamed from the old Boards Yahoo Group.

Persons referred to in the text of the complaint
1. “OLD Board” members:

Bruce Clapton – Chairman
Rob Griffiths – Vice-Chairman
Terry Heath – acting Secretary
David Preece – co-opted old Board member and current co-opted Secretary
Mark Williams – Treasurer
Wyn Griffiths – Board member
Kevin Baugh – Board Member
Pete Jones “Rockin Robin” – Board Member and Wrexham FC Official Historian
Sally Jones – Board member
Richard Purton – Board member

2. “Fresh Approach” candidates:

Cllr Colin Bithell
Lindsay Jones
Wayne Price
Len Willet
Cllr Phillip Wynn

3. Club owners:

Neville Dickens
Geoff Moss

4. Wrexham FC’s Chief Executive:

Anthony Fairclough

5. Executive employee of Wrexham County Borough Council:

Paul Roberts

6. Members of Football Supporters Federation:

Steven Powell

7. Head of communication for “Supporters Direct”:

Kevin Rye

























Time-table of events
April 23rd
Club/Trust joint statement
April 30th
WST members meeting. Last meeting before the AGM.WST board unveils the consortium strategy.
May 10th
Closing date for members resolutions to be handed in. Board meeting to discuss resolutions. No minutes taken.
May 14th
WST Board meeting. Agreed to withhold AGM packs from members until after discussion with Geoff Moss.
May 17th
WST meet with Geoff Moss (Geoff Moss Meeting)
May 24th
WST meet with representatives from all the Wrexham Supporters groups. WST newsletter discussed.
May 26th
Request to Vice Chair for the opportunity to explain our resolutions to the membership in response to the Board putting forwards their view.
May 28th
Evening Leader article “Trust in turmoil” in which the WST Chair in conjunction with the football club owner attacks the resolutions proposed by WST members.
May 29th
E Mail from Peter Jones inviting board members to a meeting at the club with the aim of discrediting the members resolutions.
May 30th
Phone call to Phil Wynn from Peter Jones, stating that the club were unhappy with the resolutions and warning that a critical article would appear in Fridays press.
May 31st
Lindsay Jones posts on the Red Passion website to inform members who seconded the controversial resolutions that a press attack was planned.
June 3rd
Colin Bithell telephones acting secretary Terry Heath at home to complain about the boards handling of the AGM.
June 4th
Last day for proxy votes to be received.
June 6th -
Terry Heath calls Phil Wynn and requests that any complaint is put in writing and posted to the WST PO Box.