SMISA AGM 2017 Report

As you know the SMISA AGM took place at the weekend. We would like to thank everybody who came along and made a contribution on the day.

This report is intended to cover the key points for those weren’t there. We apologise in advance for the length, however there are a number of issues we want to cover in detail.

1) Look back at past year

SMISA chair George Adam opened the meeting by looking back on a truly historic year for the trust.

Clearly, the success of the #BuyTheBuds campaign and the fact we are now part-owners of St Mirren and well on the way to majority ownership tops the list of achievements.

But other highlights include:

- creating a process to spend the £2 portions of your memberships, with the part-funding of the new disabled platform and a boost to the first-team budget which we hope helped fuel the incredible resurgence of recent months. We hope the fund can help the club and community in other ways in years ahead. As always, suggestions for future ballots can be sent to [email protected];

- the first-ever election to the St Mirren board of a fan representative. David Nicol continues to work hard as your voice in the boardroom and can be contacted on [email protected];

- the SMISA volunteer squad, led by Jim Crawford, who cleaned every stand at the Paisley 2021 Stadium; the Millennium Champions event, and the SMISA-funded edition of The Saint newspaper;

On the day, we showed a short video of social media highlights which we think quite nicely sums up the journey and you can view that here.

2) Resolutions

Four resolutions were passed at the AGM, with members given the chance to ask questions on each.

That saw the approval of the trust accounts for year-end November 2016, the appointment of an independent financial examiner meaning the requirement for an audit is disapplied for next year; and some changes to the SMISA constitution. You can see the updated version of that here.

There was also confirmation of the formal election of four members to the SMISA committee.

Two were already incumbent – Barry Mitchell, standing for re-election after playing a crucial role as the man looking after our membership admin and digital output, and Alan Quinn, who was co-opted during 2016/7 and whose work helping to manage our finances quickly made him integral.

Two members who have helped the committee in recent months have been elected for the first time – Kenny Morrison and Kenny Docherty. The rest of the committee welcome the Kennys on board and know both have plenty to offer.

The four above join existing committee members George Adam (chair), Jim Cumming, David Nicol, Colin Orr and John White (secretary). Peter Black has now stepped down from the committee and we thank him for all his work over the past couple of years.

3) Look forward – vision and objectives

In the past few weeks the committee has been through a process to look at our operations and identify what works well and what could improve.

From that we produced a vision statement summing up what we want to achieve, and some specific objectives to help us get there. The vision statement is as follows:

We will ensure St Mirren FC is majority owned by its supporters by 2026, by delivering the #BuyTheBuds supporters buyout. In the meantime, we will work closely with the club to be the representative voice of St Mirren fans and to play our role in helping create a successful St Mirren. In order to achieve this vision we will monitor our progress against agreed objectives.

The objectives are listed below, with the thinking behind them underneath. We will report back on progress next year.

1. Target of increasing the SMISA membership to 1,400 by April 2018.

Our membership remains well ahead of the public target of 1,000 set during the #BuyTheBuds campaign, and our finances are healthy. There has been a gradual drop-off from the peak of 1,374 in summer 2016, which we had always expected and had factored into our cashflow forecasts (that said, April did see an increase in members – we went from 1,289 to 1,291). Our target is to increase our numbers if we can and we will be working on ways to do that over the next year. All members can help us by spreading the word to fans who haven’t yet signed up.

2. Events manager to be identified and made responsible for co-ordinating all SMISA events, working closely with the club. To be in place by September 2017.

We are due to hold at least two events a year for members on the £25 per month package, and the first - the Millennium Champions event last December – was well received. While other areas of SMISA operations have appropriately-qualified people devoted to them, events organisation is a gap we need extra help to fill. Anybody with experience in this area interested in helping us run some Saints-related member events can get in touch via [email protected]

3. Drive to ensure trust board better reflects the diversity of the St Mirren support. Objective to have at least two women attend SMISA meetings during 2017-18 and encourage at least two women to stand for election to the SMISA board in 2018.

As you can see from the names above, the SMISA committee is entirely male and has been in recent years, which doesn’t reflect the gender balance in our membership or the fanbase. If any female members feel they have skills and experience which could help the committee, please get in touch.

4. SMISA to have a regular meeting place identified for fans to meet the committee at least once every three months. Target for at least 10 fans to attend and discuss issues. To be in place for September 2017. 

We are keen to be more available to meet fans face to face to discuss any issues they have, or want us to take forward on their behalf. We will put something in place at a suitable time and venue.

5. Encourage SMFC directors to attend SMISA meetings once every six months starting September 2017 and continuing indefinitely. As far as possible, encourage a different SMFC director to attend each meeting.

While having a SMISA man on the board gives the trust an important voice in club decision-making, we are keen to build closer links. This will be important in future years as the trust committee works with Gordon Scott and the St Mirren board on a gradual handover to majority fan ownership.

4) AGM questions

There were a number of questions raised from the floor at the AGM. While we can’t list every single point raised, we have picked out the most important ones below for fuller explanation.

£50k credit facility

One of the big questions people had for us in the initial stages of #BuyTheBuds was how the trust could support St Mirren if finances were tight.

As the deal meant only two major shareholders of the club (ourselves and Gordon), we didn’t want a situation where all the pressure was on him to stump up if there was an issue.

Over the years the previous directors occasionally loaned money to the club to cover temporary shortfalls – our plan was always to be able to do the same if needed.

Initially we talked about having £50k in the bank at the time of takeover (to be raised by selling 20 x £2,500 premium membership packages) which could be used to mitigate against club cashflow issues.

The financial picture became more complex as negotiations and fundraising developed – we massively exceeded our target on the premium memberships, but some of that money formed part of the initial instalment.

In the end a key part of our eventual agreement with Gordon was for SMISA to make £50k available to the club as a credit facility, which it could call on if needed.

It was asked at the AGM whether members should vote on this. We explained this isn’t possible because it is already written into the shareholders agreement and we are bound to provide it – refusal to do so would breach the agreement and could jeopardise the whole project.

We had authority to do this by a resolution passed at our special general meeting in March 2016. That night members overwhelmingly approved the outline of the #BuyTheBuds deal and gave us permission to negotiate the detail. The general principle of us lending to the club to cover cashflow issues was discussed at that time.

Ultimately the £50k is a financial safety net for St Mirren and something we signed up to as responsible part-owners. It remains SMISA’s money and will be repaid. If all goes well, St Mirren may never even need it.

We should also be clear there is nothing in our rules which prevents us loaning money to the club. Indeed, it was a financial consultant from Supporters Direct – the body which wrote our rules – who advised us to have a £50k fund available in the first place. We should also be clear we made sure we had extensive legal advice on everything we signed up to.

Undersoil heating loan

A question was also raised about the £15,000 loan made to the club in December to fund repairs to the undersoil heating at the stadium, and why this wasn’t put to a member vote.

The timing of the request made this tricky – we were asked in mid-December to provide the loan, as the club were worried they may lose income if the Hogmanay game against Morton was postponed, with weather forecasts suggesting that was a possibility.

At the time it was debated whether this should go to a vote but it was felt the pressing timescales left little time, and the committee agreed to make the loan.

In the end, issues with the club’s heating suppliers meant it took some time for the repairs to be made, although the club avoided any postponements. The loan is currently being repaid by the club in monthly instalments.

The circumstances here were far from ideal, however, we are learning as we go. We acted on the information we were given, and in good faith. Should there be any similar requests in future, our intention would be to put them to a member vote.

Accelerated payment clause

One other element of the deal briefly touched on at the AGM was around accelerated payments which could be triggered to the consortium over the next year.

Gordon paid his portion of the share purchase up front, and SMISA – having planned to get a loan to cover our share – had initially promised to do the same. When this didn’t go to plan, we had to negotiate a deal for monthly repayments to the consortium.

They agreed to this, but only if we and Gordon added a clause which said if the club came into any unbudgeted income, some of that money be used to get them what they are owed quicker.

So if St Mirren receive funds from the sale of an asset, the club will lend a portion of that money to SMISA to make the accelerated payment to the consortium, and SMISA will repay the club. This only applies up until the date we are due to make the final repayment in summer 2018.

There are three points members should be clear on here. One is that payments only apply up to the sum we still owe them at that time – they won’t get a penny more than they are due.

Second is the club will not lose out as a result – any money which comes out of the club to make the repayments will be repaid by SMISA in full as soon as we can.

Lastly, the power of the club board is in no way affected – they don’t have to sell anything unless they choose to.

A compromise was negotiated where this clause did not apply in January 2017 – so it wasn’t triggered by the transfers of Kyle McAllister or Jason Naismith. But it may kick in if a player is sold this summer.

Again, the clause was part of the share purchase agreement, which we had authority to conclude, and which was approved by our lawyers.

This was a clause we were reluctant to agree to. However, we were negotiating a million-pound share purchase and this was a highly complex situation in which none of the three parties (us, Gordon and the consortium) got everything they wanted – as with any deal, everybody made compromises.

As explained at the time, there was a reason the deal took a year to happen and this is because we negotiated hard over a long period to get the best deal we could for you, the fans.

To conclude, there are a few general points we would like to stress. Firstly, the committee are all volunteers, some of us balancing demanding day jobs and busy family lives.

Being on the committee of SMISA over the past two years has involved a punishing amount of work, and while none of us need to air our woes in public, it has taken a heavy toll on people’s personal and professional lives at times.

There is nothing for any of us to gain from this other than the satisfaction of knowing we have helped make history and are now helping take forward the club we love.

Ultimately SMISA’s money is your money and we have always aimed to keep members well informed – hopefully the length of this update shows that.

We need to balance our duty for openness with the considerable responsibility of being part-owners of a multi-million-pound business operating in a high-pressure commercial environment. That isn’t an easy thing to do.

All we ask is for the trust of members that we are factoring in all of the above and acting in the best interests of the organisation when making decisions in your name, as is our job to do.

We are proud of what has been achieved to date and feel the committee is in a good place, with the right professional expertise, to continue to take SMISA forward as we work towards majority fan ownership of St Mirren.

As always, we are happy to clarify any points by email on [email protected]

 

The SMISA committee