One other question I have, can you please explain why both BFCSS and AFC are supporting the merger yet a director of BFCSS (against your own rules) is actively campaigning against the merger along with a member of EST1885?
A: An individual’s personal opinions don’t represent those of the Society board as a whole. As with the overall fan base, within both boards there will be differences of opinion. The board of BFCSS has decided to allow individual board members to express their own opinion as individuals. The proposal was approved by a majority decision of the BFCSS board and put to members for voting, and the Society will deliver the members’ mandate.
Please clarify the following If AFC vote YES but BFCSS members vote NO.
Q: Would all those of ‘benefactors Ltd’ stay to go?
A: The monies current benefactors have contributed would stay in the business, but it will be harder to attract new benefactors. We have benefactors committed should there be a yes vote. Some may come forward or continue if a no vote but this is smaller in numbers and in terms of commitment.
Q: What loss would be incurred if the support lessened?
A: If we don’t have enough benefactor funding it may affect our ability to match fund grants for our intended projects. The council funding would also be lost. A divided fanbase will also reduce revenue, it is hard to quantify as we have no precedent for this but it is certainly negative.
Q: Can Gigg remain solvent without a men’s team or is there a time limit?
A: If no football is played at Gigg Lane, we will have a Community Asset budget keeping expenditure in line with income. Plans for improvement and growth will be delayed and more limited.
Q: Has BFCSS had a league place for 23/24 assured ?
A: No, this is subject to application to a league.
Q: How long do you expect fans to be willing to wait to see a new club set up and in a league?
A: No expectations, however there are no guarantees with a league placing. The only guarantee we have for a league placing is on merging as this would be through Bury AFC’s existing place in the league.
Q: Without a merge, what would be the break-even attendance no for a new club?
A: The goal is for the football club to be sustainable, and for that we would need to make surplus funds to keep reinvesting in the Club. A break-even position is not the goal of the long term but is an indication of what we need to ensure we are not losing money. Without the capital investment of around £2m included in the business plan to generate additional revenue outside matchdays, the long-term sustainability of the stadium is materially at risk and it will be much harder to deliver on the broader community projects planned.
Q: Will cash be available to pay off football creditors & if it isn’t will EST still plan to use the name Bury FC at some point and when?
A: In the event of a no vote budgets will need to be reassessed and prioritised. Payment of football creditors is not directly linked to using the Bury FC name, this is entirely in the control of the FA who strongly prefer a merger.
Q: Are the benefactors & board members at Est/BFCSS in agreement to merge or would some prefer to go alone?
A: Both boards and the benefactor group, along with Bury Council, FSA and the Greater Manchester Combined Authority approved for the amalgamation proposal to go out to members to vote for. All agreed that the proposal represents a good opportunity going forwards. This was in a joint agreement distributed to members.
Q: Also with the key focus on the playing budget will the percentage allocated ever be written in to the articles of the business and that a certain percentage cannot be exceeded without consent from fans. This is given the clubs prior experience in overspending in this area to achieve goals of promotion and this not being achieved as we all know promotion takes more than money it takes a good attitude and commitment to the club. We want players that want to play for the club and cause rather than in it to make themselves a quick earning give nothing and walk away when it all goes wrong.
A: The current business plan automatically allocates 25% of the revenue generated to the football club playing budget (which includes manager and coaching staff). This creates a budget which should allow the team to compete at each level, although from Step 3 upwards additional budget would probably need to be allocated to the playing budget to gain promotion. This is most evident in Step 1 where significant sums can be spent on playing budgets to get into the EFL.’ Ultimately the amount spent on wages will be the decision of the Board based on affordability at the time. We believe adding this into the Articles at this stage would be too restrictive and would also complicate any vote.
Q: As a member of Forever Bury and AFC….. will I get 2 votes.
A: Yes, you will have a vote in each society and the merger can only proceed if both societies votes meet the required approval threshold.
Q: If a merger of the two CBS entities was approved, what would happen to the current Football Board of AFC? Would an entirely new Football Board be appointed, or would they just move over en mass?
A: All CBS board members will be newly elected and make appointments within the organisation as the board deems appropriate. The directors of any subsidiary companies would be elected by the new CBS board, once elections have taken place. There are a number of official ‘footballing’ positions within the football club itself which are a requirement of either the League or FA to hold e.g. club secretary, matchday secretary, safeguarding officer etc and these would continue until such a time that the role needed to be replaced, which would then be a decision for the CBS board.
Q: If the merger goes through, how much money will AFC be putting into the new club ?
A: Bury AFC have approximately £250k reserves which are earmarked to be ring-fenced as a contingency reserve and to be used only if required, hence a very material downside risk buffer.
Q: If the merger vote is no, when do you hope to have a men’s team playing at Gigg, which league do you envisage playing in and when will you be able to use the name Bury FC?
A: None of this can be confirmed, both the name and any league placement are entirely in the control of the FA and Leagues, and subject to submitting applications once the application windows open and prior to any deadlines set by the FA and leagues.
Q: You’ve been very vague once again with that statement. If there is a no merger, has this been discussed with the fa? Can we still get a league place for the 23/24 season?
A: In the event that there is not a positive vote for merger then an application would need to be made to set up a new club. This will include an application to affiliate to a county FA and an application to join a league. The FA have advised that any decision on a league placement would be made on receipt of an application.
The only guarantee at present of football returning is via a merger because the FA need to approve applications and the Leagues likewise.
Q: With regards to the Articles of Association please define what is classed as significant debt. What size of overdraft would be permitted by the football company or the operational company?
A: No overdraft is envisaged. The Bury Football Club Company Limited is prohibited from holding any form of debt. The subsidiaries such as Bury Football Club (2019) Ltd and OpCo could be allowed some limited form of debt, such as a company credit card, but this would be dealt with only if required and would have to be a small limit so as not to put The Bury Football Club Company Limited in danger of breaching the Articles.
Q: How would a CBS community share issue affect the 50:50 relationship with the benefactors in the bfc company limited?
A: There are no shares in The Bury Football Club Company Limited, only two members, so it should remain unaffected by this. We would need to take legal advice before any community share issue, however.
Q: What decisions would the board members of a new CBS be able to make without asking for a members vote?
A: This will be governed by the rules of the new CBS and will likely be similar to the existing two CBS’s who share very similar constitutional documents. All CBS board members will be newly elected by the collective membership of the new CBS.
Q: I read that a 75% threshold of the vote is needed to either pass or reject the merger. My question is, what would happen for example, if there was a 60/40 split in the vote, ie, 60% wanted the merger to go ahead? Would the merger not go ahead? What is in place to proceed? Just to say that I agree with the merger plan. Well done on all the hard work!
A: The threshold for voting is being confirmed by the legal advisers. In the event of a majority yes vote which does not reach the threshold to proceed the respective CBS’s board will need to reflect on their next course of action.
Q: Please could you confirm if the 75% required is against the total membership or just those who have voted? Could you also confirm that the name AFC will not be used, or indeed AFC will never play any matches at Gigg? Keep up the good work all! Once a shaker always a shaker!
A: The legal advisors are confirming final thresholds required.
Q: Pls remind me will it be online voting or only in person?
A: The voting terms and procedures are being confirmed by the legal advisers. We have to take into account both Societies constitution which are slightly different.
Q: Will the current Bury AFC men’s & ladies teams be playing at Gigg next season as Bury FC.
A: Not in the 22/23 season. The earliest the merged club can play at Gigg lane will be the 23/24 season, on the expectation the FA and Leagues approve the use of Bury FC as the playing name.
Q: The appointment of directors from the recent nominations are currently going the process, where would this leave the current AFC Bury board as there would appear to be then no representation for them as nominations are now closed with none of the current AFC directors included in that process. Are they accepting of this and still back the merger and just step away from their board positions?
A: The merger of BFCSS and Shakers Community Society will see the creation of a new CBS. Fresh elections will be held for the board of the new CBS.
Q: What happened to the 600k the EFL owes us.
A: This is a matter for the Administrator and not part of the project.
Q: How much will the commercial income be affected by the amount of non-club linked merchandise being made using the club crest on hats, scarves, towels, etc. for individual company profits. Rather than the profits going to the club or equally shared, just a token gesture contribution
A: This is not something we have analysed, and can be recommended for the new CBS board to consider.
Q: Would like to know your plans for a no vote and a plan B. Not interested in negative slants, I’d just like to know what you feel is likely to be the most successful way forward
A: If the vote is no, the objective of reuniting the fanbase will not be achieved. Ability to access funding will be materially constrained and the improvement and growth plans for the club and stadium will be negatively impacted.
Q: If I have understood the proposed corporate structure correctly, Bury Football Club (2019) Limited currently own Bury AFC football club and it is that company which will own the football club? Is the plan for the existing Bury AFC football club to basically be renamed as Bury Football club once the name of Bury football club is able to be used again? So in effect, the current Bury AFC will become Bury FC? Are there plans for Bury Football Club (2019) Limited to be dissolved and Bury AFC football club to be owned directly by The Bury Football Club Company Limited?
A: As outlined in the proposal, Bury Football Club (2019) Ltd includes a number of assets including, but not limited to, the FA affiliation and the Men’s Elite team. If the merger is supported, the two CBS’s will merge and the ownership of Bury Football Club (2019) Ltd will transfer to The Bury Football Club Company Limited. As with all mergers all assets and liabilities are held within the new group. There are no plans to dissolve Bury Football Club (2019) Ltd.
Q: When is the vote taking place, will we get an email?
A: Yes, there will be email notification
Q: This is an excellent proposal and will hopefully see Bury FC survive forever this time. It is difficult to comment on the financial projections without football club knowledge/expertise but it is obvious that these have been well thought through. My only comment is that the documentation does not make clear that Shakers Community Society is Bury AFC. If the required 75% majority is to be obtained the documentation must be clear and easy to read for the many members who may not fully understand and consequently refrain from voting.
A: We will ensure members know the threshold that is required and will make it clear on the paperwork.
Q: Firstly may I begin by saying how pleased I am to see this proposal and organisations working together to find the best solution for football in Bury. This has been an immensely difficult few years for Bury fans and I sincerely hope this provides a solution the majority can get behind. Please can you clarify the exact percentage of votes needed to pass the motion to merge?
A: This is being confirmed by the legal advisors and will be communicated prior to a vote. Q: Is this percentage a percentage of the numbers who vote or the overall membership? The will a minimum threshold of votes required for the outcome to be valid, then threshold of positive votes for the proposal to proceed. A: These thresholds are being confirmed by the legal advisers.
Q: Is this a ballot of each society separately or are numbers collated into one overall vote?
A: The ballots are separate and both must vote in favour for the merger to proceed NO VOTES On the assumption each society is balloted separately (as this seems sensible from a company law perspective) there are 4 potential outcomes. A Both vote yes B Both vote no C AFC vote yes and BFCSS vote no D BFCSS vote yes and AFC vote no If both societies vote no would:
Q: Board members of BFCSS continue in post given their recommendation had been defeated?
A: They would continue as the vote is on the proposal not on the mandate or authority of the board.
Q: Benefactors continue to support the club or may some withdraw funding or resign their interest?
A: Benefactors cannot withdraw funds already committed into the structure.
Q: Benefactors not input any further investment?
A: This will be a personal choice, we know certain Benefactors will not wish to contribute further and we believe it will be harder to attract new benefactors.
Q: Benefactors reduce the level of investment anticipated?
A: See earlier answer
Q: Sponsors in place withdraw or remain on board?
A: Sponsors will have to form their own view
Q: Sponsors reduce the amount of funding anticipated?
A: Sponsors will have to form their own view
Q: Are there any circumstances in which the plan may be renegotiated and either an alternate or the same proposal to merge be put back to fans? Eg if votes were a majority but not sufficient to achieve the threshold.
A: This is possible, however after over 6 months negotiation it is unlikely an alternative deal is viable to satisfy both Societies.
Q: BFCSS seek to apply for a football league place in their own right? A: It would, but there is no certainty about where that would be or if it would be approved.
Q: Have any discussions taken place with benefactors regarding investment needed to support this proposal? If so will they financially support this with additional funding?
A: Overall support levels will be lower following a No vote
Q: Have any discussions taken place with the FA to determine if a league place will be available? If so at what level of the pyramid?
A: The FA have advised that any decision on a league placement would be made on receipt of an application. The FA have stated their support for a merger.
Q: Is there a potential that the new club would seek to merge with AFC at a later stage?
A: Impossible to comment at this stage
Q: If AFC vote yes and BFCSS vote no would BFCSS seek to apply for a football league place in their own right? Have any discussions taken place with benefactors regarding investment needed to support this proposal? If so will they financially support this with additional funding? Have any discussions taken place with the FA to determine if a league place will be available? If so at what level of the pyramid? Is there a potential that the new club would seek to merge with AFC at a later stage? Are there any circumstances in which the plan may be renegotiated and either an alternate or the same proposal to merge be put back to fans? Eg if votes were a majority but not sufficient to achieve the threshold.
A: The answers to these following questions mirror those above.
Quote: ‘These are the Articles already in place for The Bury Football Club Company Limited and can be found at Companies House. They were negotiated as part of the central government funding and filed on 10th February 2022. We believe they are fit for purpose.’
Q: Unfortunately the link to these did not work and when I searched Bury Football Club Company Ltd and Companies House it took me to the old Bury Football Club. Please can The Articles of Association be provided in full?
A: Please retry the search, it is the first result. Company number 13907755. The Articles are within the filing marked “Incorporation” which were lodged on 10 Feb 2022
Q: Please note I am asking these questions without benefit of seeing the above. I understand that there will be 4 votes allocated to the CBS, 3 votes to the Benefactors and a further vote to the Council with a casting vote by the Chair who will be a CBS member. In order to ensure that the CBS/Benefactor roles are separated and conflicts of interest do not occur will a full list of Benefactors and their interest/investment be published so all members have full knowledge of whom they are in partnership with?
A: Total contributions to date have been £730k. It is personal data to share what individuals have contributed, however Peter Alexander is the largest benefactor and there are seven other individuals to date. These include Matt Barker, David Manchester, Ian Harrop, Derek Calrow OBE, Ian Pickup. Two individuals do not wish to have their name put into the public domain and attract undue attention. They have had their names passed on to the relevant people at both societies boards to ensure they are not individuals who would bring any reputational risks. The Government has also vetted the benefactors to confirm there is no one of undue concern. We will work to produce a policy around future share purchases as we want to encourage further contributions and we also need to agree a pragmatic way for people to do so where the amounts are comparatively small but very much welcomed.
Q: Will this be updated if and when new benefactors invest?
A: We will work to produce a policy around future share purchases as we want to encourage further contributions and we also need to agree a pragmatic way for people to do so where the amounts are comparatively small but very much welcomed.
Q: Will benefactors and their immediate family members be eligible to join the CBS? If yes would they be eligible to be elected to a CBS Board position? If yes what will be defined as an immediate member of family. If no how will this be prevented?
A: We have acknowledged that there are a number of potential conflicts of interest which will need to be disclosed and managed in any new CBS given the combination of interests from members, benefactors, and both local and central government who have also invested money. We are working with the Football Supporters’ Association on a conflict of interests policy which we hope will address these points, in particular where there are connected parties such as family members, and where there is work tendered for the ground involving anyone with a position of influence within the organisation.
Q: What proportion exactly of the club including both stadium and team will the benefactors and the CBS own?
A: There are two members in The Bury Football Club Company Ltd and neither have any financial rights arising from that membership i.e. they cannot take money out of that company. The CBS have the majority voting control in all decisions so that gives them the most crucial element of control within that company. Board members of The Bury Football Club Company Limited are required to vote in accordance with the wishes of the organisation they represent, not as individuals. This means that CBS board members can effectively approve any decisions, either through a member vote which they would then implement, or as a decision of the CBS board where it is within their remit.
Q: How will it be ensured that Board members always vote in line with members’ wishes? Will this be done as a block vote ie majority rules or as a proportional vote ie in line with the numbers who voted a particular way?
A: The CBS will operate as any other society and its decision-making process is defined in its constitution. There are always judgements which the board must make as to when to consult with members informally, when to ask for an indicative vote and when to use a binding, formal vote. There are also decisions which must be taken by the board without member consultation. Decisions should be made in a board meeting which is quorate and minuted. Good practice suggests papers should be submitted in advance of a meeting to allow time for an informed decision but in reality, this is not always practical or required for decisions on routine, operational decisions. The new CBS will most likely have nine board members who each have a vote. So that a majority vote can always be agreed on any issue. Where those decisions need to be affected by The Bury Football Club Company Ltd, or another subsidiary, these decisions will be passed down to the directors on the relevant board to execute on their behalf. There are four board members (or votes) on The Bury Football Club Company Ltd so that there is a clear majority of CBS board votes which will allow all legally permissible CBS decisions to be passed. The benefactors have three board positions (and therefore three votes) so have a minority
Q: What are the items ‘within their remit’? How will this be decided in a practical way? In case of a dispute over this what is the process for members and the Board to follow and who would adjudicate?
A: See earlier answer
Quote for next question ’Bury Council may take a board position if they provide funding but have agreed that should they take a board position, they will remain focussed on protecting their investment and discharging any legal obligations, and do not want to act against CBS member voting intentions unless there is a clear obligation to do so.’
Q: What would be regarded ‘as a clear obligation to do so’? What would be the process for deciding this? In case of a dispute who would adjudicate?
A: In the case of a tied vote the chairperson would have the casting vote and the Chairperson must always be a CBS appointee, therefore the CBS has the final say. Quote for next question ‘Bury FC Benefactors Ltd have agreed to put in place an investment policy which states that any surplus generated by further share dilution, which is expected to be the way in which further capital is created by this company, will be re-invested into The Bury Football Club Company Limited rather than retained within Bury FC Benefactors Ltd. They are also able to sell shares privately.’
Q: Can benefactors withdraw their interest in the club?
A: Contributed funds cannot be withdrawn once committed.
Q: If a benefactor no longer wishes to be involved can he/she resign their interest?
A: A benefactor can sell their interest if they can find a willing buyer, they cannot withdraw their capital from the group.
Q: Can benefactors pass on their shares to family members?
A: Yes
Q: In the event of a benefactor passing away how will his/her shares be passed on?
A: Subject to their own estate
Q: If benefactors are able to sell their shares privately will first refusal to buy be given to the CBS?
A: This is not part of the existing plan, but could be considered.
Q: If shares are bought privately what are the processes to ensuring that new benefactors have the best interests of the club?
A: A vetting process would be undertaken by the existing benefactors with referral to the CBS and central government during the lifespan of the grant funding.
Q: Is there anything to prevent a single benefactor from buying all existing shares and gaining a 49% interest in the club?
A: Technically not, although no current benefactor desires this.
Q: What incentives are there to new benefactors given that their interest can only ever be a dilution of the 49%? A: The growth and improvement of the football club and the community asset. It is my understanding that investment in the club will be as follows: Benefactors up to £1 000 000 Communities fund paid to BFCSS up to £1 000 000 Council £450k AFC approx £224 000 Bury FCSS approx £45 000 Q: Given that public funding & existing CBSs are contributing approx £1,000,759 plus bringing across intangible benefits such as the team/league place etc and a larger share why are shares not being allocated on that basis? Particularly as this could then be offered as an incentive at a later date for future investment?
A: A prerequisite of the community ownership fund was a Company Limited by Guarantee. That does not have shares, only members, therefore two members the CBS and the Benefactor company was the only viable way forward. There are no shares in a company limited by guarantee, so the Articles of Association provide the only reference point for financial and voting rights. That cannot be changed. All key appointments, policies and processes will therefore remain with the CBS board, however, they may also change over time if the CBS board and/or its members wish to do so.
Q: What is the CBS Board? Does this refer to the Bury Football Club Ltd board or a separate entity.
A: This is a new CBS to be created by merging the BFCSS and Shakers Community.
Q: If the latter what is the Constitution and Articles of Association and will they be put into the public domain as a matter or urgency?
A: This does entity does not exist yet but the rules will be very similar to those of BFCSS and Shakers Community who share very common articles. The draft rules will be agreed and made available for review prior to any vote.
Q: If the former what is the current process for appointments and agreeing policies and procedures?
A: It is the latter.
Q: How may this this change over time?
A: The CBS board will adopt the policies and procedures it deems appropriate for good governance, with guidance and oversight from the FSA
Q: What safeguards and processes are in place to ensure that changes will only be made in the best interests of the club and with membership approval?
A: The CBS will operate as any other society and its decision-making process is defined in its constitution. There are always judgements which the board must make as to when to consult with members informally, when to ask for an indicative vote and when to use a binding, formal vote. There are also decisions which must be taken by the board without member consultation. Decisions should be made in a board meeting which is quorate and minuted. Good practice suggests papers should be submitted in advance of a meeting to allow time for an informed decision but in reality, this is not always practical or required for decisions on routine, operational decisions.
Q: Am I correct in assuming that the plan is to complete the merger in time for the start of the 23/4 season?
A: This is the objective.
Q: If this assumption is correct what is the anticipated timeline in terms of votes, operation of 3 CBS and eventual merger into one?
A: A full timeline will be communicated in due course.
Q: What discussions have taken place with the FA regarding the change of name?
A: Extensive discussions however a formal application can only proceed following a positive vote
Q: Have they indicated that they will allow a name change for 23/4 to Bury FC?
A: No formal commitment however the FA support a merger and there is support for a name change.
Q: If yes is this conditional? If so what are the conditions? Do these include payment of football or other creditors in part or full?
A: No conditions have been set.
Q: If a name change is not sanctioned for 23/4 will the name AFC be used?
A: No, we will revert to members with the context at that time and a range of options.
Q: If no what is the process for changing the name and have any discussions with the FA taken place.
A: See above.
Q: If so have the FA indicated that a name change will be allowed?
A: See above.
Q: If a name change is allowed how will the name be decided?
A: The only name acceptable is Bury FC. All parties are agreed on this. Multiuse space Main Stand.
Q: Are there any further agreements or agreements (other than those mentioned in the proposal) in principle to rent these?
A: Not at this stage.
Q: What is the contingency if spaces prove harder to rent than anticipated?
A: There is considerable demand and the income from these spaces beyond the Community Multi use space is upside to the BP. 3G Pitch
Q: In the event of a no vote to the merger will the football foundation funding be available?
A: In the event of a no vote the availability of funding from the Football Foundation will be constrained and may be delayed.
Q: If not what alternatives, if any, are in place? A: Limited options, private contributions, reinvested profits generated slowly over time.
Q: I have a question on the merger. In the event of a Yes vote, how would the board of a combined CBS initially be made up? Would all potential candidates be elected by the whole fanbase, or would certain board members (from either side) be installed automatically?
A: All CBS board members will be newly elected and make appointments within the organisation as the board deems appropriate. No one would be installed automatically
Q: In event of a merger can you guarantee monies raised by supporter’s trust (i.e. our subs) will not be used to support AFC football activities for remainder of the 2022/23 season?
A: Confirmed.
Q: Will the money AFC have in bank be transferred to the new entity in full and not have monies reduced by them in funding football activities for remainder of 2022/23 season?
A: AFC’s financial reserves will transfer at the point the merger completed. The expectation is this will be in the region of £250k.
Q: I understand a new society board will be voted in; what happens to the Directors at Bury Football Club (2019) aka AFC, will they have to resign as Directors and then the new supporters trust put Directors up?
A: All CBS board members will be newly elected and make appointments within the organisation as the board deems appropriate.
Q: The line from the “New CBS” says 1 member 4 votes. The line from the Bury FC Benefactors has 1 member 3 votes. These are feeding into The Bury Football Club Company Limited. Which seems to be in control of Bury Football Club (2019), OpCo Ltd and Gigg Lane. I just want to know who will hold the 7 votes in The Bury Football Club Company Limited (13907755)? A: The CBS will have 4 votes; the Benefactors will have 3 votes and the Council will have 1 vote subject to their funding contribution. In the unlikely event of a tied vote the Chairperson will have the casting Vote. The Chairperson can only be a CBS appointee.
Q: When are we going to hear about a vote? The longer it takes the less time Buryfcss has to formulate plans and take action to secure football in the event of a ‘no’ vote. This again gives a indication that things are held up to persuade / cajole the ‘yes’ vote by playing on the short timetable fears.
A: There are many legal matters to attend to and vast range of questions to answer as part of the consultation. This is good as it helps shape the proposal. A timeline will be communicated shortly.
Q. We keep hearing that Bury FC will get a higher league placing and will have a cash boost (from AFC) if the merge goes ahead but there is every chance AFC being relegated and/or what guarantees are there that the ‘cash in bank’ at AFC will still be there come (if) a merger? Isn’t it theoretically possible that that money disappears during the course o the current season? This would then mean that AFC bring even less to the merge?
A: There are no guarantees however Bury AFC have evidenced good stewardship from a financial and footballing perspective since inception, despite a pandemic and a cost-of-living crisis. Risks also exist on the BFCSS side during the next 6-12 months; however, we believe the risks for both societies are greater by remaining separate.
Q: It has come to light over the past 24 hours or so that some members of the BFCSS board do not support the merger proposals put forward by BFCSS and the Shakers Community Society. Would you please ask those board members who do not agree with the merger proposals to publish their case for voting against the merger proposals so that BFCSS members are able to consider both sides of the argument?
A: An individual’s personal opinions don’t represent those of the Society board as a whole. As with the overall fan base, within both boards there will be differences of opinion. The board of BFCSS has decide to allow individual board members to express their own opinion as individuals. The proposal was approved by a majority decision of the BFCSS board and put to members for voting, and the Society will deliver the members’ mandate.
Q: Quote for next question ‘IF THE FA DON’T LET THE MERGED TEAM USE BURY FC FROM THE START OF THE 23 SEASON WILL THE SIDE BE CALLED BURY AFC UNTIL WE GET THAT AGREEMENT FROM THEM?
“We are working to an assumption that it will be permitted for 23/24 season. If that does not happen we may apply to use the name Bury FC for the 24/25 season but we would need to understand what the objections were before considering anything else and asking members what is the preferred strategy at that time. It has been agreed that the team will not play under the name of Bury AFC at Gigg Lane. You have stated you “May apply to use the name Bury FC for the 24/25 season” Why only “May”? I believe attendances levels will be hugely affected if the team name stays as Bury AFC. If the FA don’t allow us to change the name to Bury FC for the 23/24 season will you be looking to change the name temporarily until Bury FC can be used? A: We will consider all options at the time and ask members what is the preferred strategy.
Intro. Thank-you for publishing the list of FAQ’s – please find below some additional questions/queries/points of view, that I hope you are able to consider. As I’ve said in earlier e-mails, I do like the business plan that has been published and if a yes vote did happen it would be good to see these plans come to fruition, but it is clear that there are a number of queries/concerns that need to be addressed/cleared-up and/or some tweaks to the plan to make it more acceptable to a number of BFCSS members (myself included).
General:
Q1. First of all, will you notify us of any updates/additions to the FAQ’s and would it be possible to highlight the newer questions so that we don’t have to go through the whole sections again?
A: These will be on a separate page.
Q2. If/when the merger is agreed when will any AFC social media accounts stop being used and it solely being Bury FC social media accounts. When using the Bury FC accounts can you guarantee that any reference to AFC will not be used.
A: A combined, possibly new set of social media accounts will be required.
Q3. In the event of a merge, how will the history of this period be written in official paperwork etc. i would like to think that any players will be referred to as ex-AFC or previous club being AFC and not trying to pretend they have been part of Bury FC since they started with AFC?
A: The specific wording will be determined by the FA and leagues who keep the official records.
Q4. In the event of a merge, will any club merchandise only refer to Bury FC (once AFC have sold their stocks) even if that means selling BFC merchandise for the remainder of this season. If we are all then following one-club (i.e. Bury FC) I wouldn’t like to see AFC flags at Gigg Lane as that again makes it seem like they have taken over?
A: All merchandise sold will be Bury FC. Supporters should feel safe wearing or waving whatever merchandise they want without feeling threatened.
Q5. I was led to believe that there would be some face-to-face meetings as part of this consultation. If so, when will they be held? My understanding that the consultation was to last until 4 August – what is the timeline going forward in terms of presenting any final/tweaked proposal taking into account suggestions of fans and when would the vote take place?
A: Q&A session will be hosted, given the large numbers involved this will be held virtually.
Q6. Can you please explain the cooling off period following any vote – this isn’t a prelude to a new vote if it doesn’t go the way the two boards have recommended?
A: Both CBS’s existing rules require a first vote and a confirmatory vote. We are waiting for details on this for the lawyers appointed to determine the process.
Merger:
Q. I understand that all current board members will step down and have to be voted back in to become a board member, that is fair enough; but it is clear that there are a number of individuals who are not wanted from one side or the other. Is it possible for the two separate boards to have a meeting with their members to discuss this and see what the feeling is on which members they do not want to stand? Would it be possible to have each society “black ball” candidates on the say-so of their members or come to a gentleman’s agreement that they won’t stand – certainly in the first vote until (ideally for a full three-year term) tensions and emotions have calmed? This seems like a sensible approach if everybody has the best interests of Bury FC at heart? The danger is if they don’t BFCSS members will vote for former BFCSS board members and AFC members will vote for their previous board members and the divide, mistrust and anger will continue to fester? If it is a yes vote and there haven’t been amendments, the danger is that a number of BFCSS members will walk, so all the votes will go the AFC way; that then re-enforces the opinion that AFC are taking over.
A: It is not democratic to prohibit any individual from standing for election, unless they have been proven to have breached the societies rules or broken the law. We trust the democratic process and members judgement to deliver a representative and effective new board.
Q. The one line I cling to in the answers is that Bury FC (2019) Ltd (aka AFC) will be fully-owned by the Bury FC Company Ltd – is it not possible that reference to BFC (2019) is taken out as it just feels like AFC are running/controlling the football side of things? Would it not have been better to say that The Bury Football Club have taken control of AFC, thanked them for their work in setting up the football side, structure, staff etc. and confirmed that they would endeavour to run the club on the ethos of the AFC club? Perhaps BFCSS could have taken control for – lets say a nominal fee of £1, that would have been a dig as Stewart Day/Steve Dale and would have been something all sides of the divide would have appreciated?
A: We have provided an answer which is technically correct, and it is important to be precise in our explanation using the correct company names. The merger will create a new structure which sees supporters own a football club, Bury FC, and a stadium, Gigg Lane. To reclaim the Bury FC playing name relies upon Bury AFC as a club and a team already playing in the system. Equally the work of BFCSS and the benefactors has secured Gigg Lane. The proposal is for a merger: BFCSS and the benefactors have secured Gigg Lane and the IP. Shakers and Bury AFC have secured a place in the football pyramid. Together Bury FC can be restored at Gigg Lane.
Q: Has there been or are you still in the process of reaching an agreement to pay off the football creditors? will actually happen? This obviously has a baring on league placement should either society vote ‘no’ to a merger.
A: There is no plan to pay off football creditors. Payment of football creditors is not directly linked to using the Bury FC name, this is entirely in the control of the FA who strongly prefer a merger and have not set any conditions to date.
Q: In the event of a merge would BURYFCSS start promoting Bury AFC (during this season)? Would fans of bury FC be pushed to start watching AFC?
A: This is not foreseen at this stage. People will always make personal choices. A: Is it possible to have a limit on ex board members from both BURYFCSS and Bury AFC applying for new position on a newly elected board? I would hate to be in a position where the whole board of (either AFC or fcss) is elected en-mass as would give the impression of a ‘takeover’.
Q: It is not democratic to prohibit any individual from standing for election, unless they have been proven to have breached the societies rules or broken the law. Nor is it appropriate to try and influence the make-up of the board. We trust the democratic process and member’s judgement to deliver a representative and effective new board. A: When discussing outcomes why is there always a positive spin for ‘yes’ and the opposite for ‘no’. Both options have +ves and -ves yet the spin is very evident. What efforts will be made to unite the fanbase on event if merge. I’m very much in favour of ‘no’ and wonder if I’ll be let ‘slip’ away and discarded or whether there’ll be efforts beyond simple platitudes to ‘win me (and others)’ over. Sadly, at the moment nothing has persuaded me to vote yes and I would walk away.
A: In the event of a merger, we hope all Bury FC supporters will be involved in a positive, friendly inclusive community club. Ultimately everyone exercises personal choice and it would be shame if you chose to not be involved, the door would always remain open
Q: You claim that you have purchased the original club’s IP from Inquesta, can you confirm what that is as the original company, now called CCFB Realisations Ltd, didn’t have any registered trademarks?
A: There were no registered trademarks, however intellectual property is broader than trademarks, and covers intangible things such as history, use of the Bury FC name and goodwill.
Q: If you do own some IP, why is it not trademarked. There is no trademark to Bury Football Club whereas Bury AFC have trademarked Bury Association Football Club to protect the name.
A: See earlier answer. Presuming it’s a YES outcome…
Q: In the event of the FA not giving permission for Bury FC to be used at the start of 23/24 is there any possibility that the team would be playing as Bury AFC?
A: No, Bury FC will be name used and that is targeted for the start of the 2023/24 season. In the unlikely event that timeline proves impossible we will return to members for a further vote on the options available.
Q: Will Bury AFC football team & staff be moved across and be in effect the club that is playing at Gigg Lane?
A: The merger will create a new structure which sees supporters own a football club, Bury FC, and a stadium, Gigg Lane. To reclaim the Bury FC playing name relies upon Bury AFC as a club and a team already playing in the system. Equally the work of BFCSS and the benefactors has secured Gigg Lane. The proposal is for a merger: BFCSS and the benefactors have secured Gigg Lane and the IP. Shakers and Bury AFC have secured a place in the football pyramid. Together Bury FC can be restored at Gigg Lane.
Q: On merging the 2 boards, although there will be some elected members, I believe that some, such as benefactors will be given a seat without being voted on to the new board/s. How many seats/places will be given automatically and who to?
A: CBS board seats will all be elected. The Bury Football Club Company Limited will include 3 seats nominated by the Benefactors. If the vote response turns out to be a NO…
Q: Is there a ‘plan B’. I presume AFC would continue in their current guise. But will BFCSS/EST carry on their project?
A: Yes the two societies will proceed independently Q: Will BFCSS/EST set up their own football team and apply for a league placing for 23/24 ? A: They will apply, acceptance is in the hands of the FA and the leagues.
Q: Not all the benefactors are named, can we please have a full list of those who are going to be part owners of the club ?
A: Benefactors information is personal data and cannot legally be shared without their permission. All benefactors have been vetted by the boards of the Societies and Central Government.
Q: Is there a possibility that some of the benefactors could ‘walk away’ having no further input ?
A: There is no obligation to contribute further funds, however nothing committed can be withdrawn.
Q: Is it possible that the project might not be sustainable and could struggle to continue beyond autumn/winter?
A: There are risks for both societies in the event of a no vote.
Q: What are the consequences of a no vote, both for Bury AFC but especially Bury FC SS as they are not currently a footballing going concern?
A: The two societies will proceed independently and in the case of BFCSS capital funding will be materially reduced and stadium improvement plans will be severely limited. 2. How are the respective women’s football set-ups impacted?
A: In the event of a no vote they would continue as they are.
Q: How are the respective charitable trusts running grassroots teams impacted?
A: In the event of a no vote they would continue as they are.
Q: My understanding is that the proposed merger will take place within The Bury Football Club Company Limited (i.e. what EST bought out of Administration – history, name, IP etc.) and what I see as “Bury FC” which will own Bury Football Club 2019 (i.e. what is AFC) and Gigg Lane. Whilst on paper it would seem Bury FC are taking over the running of AFC and ownership of Gigg Lane, in practice (and what my heart is telling me) it will be Bury AFC playing with regards to the men’s football team. How can you persuade me that it is in fact Bury FC?
A: You can view this from either perspective as you have clearly articulated. Another way to look at is a merger, bringing together the people and assets of both Bury AFC and BFCSS. Everyone involved is a lifelong Bury FC supporter who suffered due to the actions of Day and Dale. We all have Bury FC in our hearts and are trying to rebuild a successful club. We believe this has the best chance of success if we come together
Q: To me, that link of Bury AFC needs to be broken for those of us who have had no football for three years and who took the decision that AFC wasn’t for us. Would it be possible to explain what will happen at the end of the 2022/23 season with regards to AFC. Are they simply changing their name and we are expected to follow them as Bury FC? Would it not be better for them to fold and/or resign from the league so that the link is broken. All their knowledge, know-how, finances etc., would be transferred into The Bury Football Club Limited and a new team “Bury FC” take their place (or better still have applied for and be awarded a higher league position). Surely that would be a win-win as Bury FC are back playing with all the positive backroom stuff AFC have done over the last number of years which Bury FC fans can get behind, whilst AFC fans can see that they have provided the nucleus of a team/backroom staff? If, for example, AFC were relegated this coming season, and attendances drop etc., what they are expected to bring i.e. potential league placing, monies would have dwindled in value anyway? As Bury FC fans who have not watched football for three years, we are giving up the opportunity of seeing a new team being built up from scratch which would be quite exciting, especially being involved with all the decisions and getting excited about managerial appointments, player signings etc. by accepting the majority of the team/backroom staff from AFC, so surely that link about it simply being AFC taking over the running of the show needs to be broken?
A: To fold the existing club would mean starting at the bottom of the football pyramid, most probably outside the National League System. The FA and Leagues have been clear. No higher position would be considered, this cuts across all the other teams playing in those leagues. We may not like it, but Bury FC is not considered an exceptional case. It is also unacceptable for Bury AFC members who value what has been achieved, and it is important that we recognise what they have done.
Q. I would hope that if you are able to pay off the footballing creditors, the FA would be sympathetic to the Bury FC name being used from the get-go (2023/24), if that was not to happen, you cannot allow the name to be Bury AFC to be used for the interim period, that is simply a red line and I would have to walk away; furthermore, I would hope that AFC are not able to play any league matches for this coming season at Gigg Lane (2022/23) as that would again re-enforce the idea that it is simply AFC taking over and just dropping the “A” for the 2023/24 season. That would be wholly unacceptable.
A: Bury FC will be name used and that is targeted for the start of the 2023/24 season. In the unlikely event that timeline proves impossible we will return to members for a further vote on the options available.
Q: Are we, in fact, applying for a league position in the hope that we can be placed higher up the pyramid or will the merger simply mean we accept we start where AFC finish the 2022/23 season?
A: In the event of a merger the Bury AFC league place will be used.
Q: In respect of the voting, I would assume that the 51% needed to confirm Gigg Lane and Bury FC would be agreed by the vast majority of both BFCSS and the AFC trust. With regards to the merger, there are four potential outcomes:
A: The exact percentages will be published soon; it is currently with an independent lawyer to ensure that both Societies constitutions are followed.
Q: What happens in the event of the following:
i – Both Trusts vote yes
A: Amalgamation approved
ii – Both Trust vote no
A: Amalgamation doesn’t go ahead
iii – BFCSS vote yes, AFC trust vote no
A: Amalgamation doesn’t go ahead
iv – BFCSS vote no, AFC trust vote yes
A: Amalgamation doesn’t go ahead
Q: What are the next steps under each of the scenarios?
A: With a no vote the Societies will continue as they are, in the event of a yes vote there is a ratification vote and then the amalgamation timetable can be agreed and moved forward.
Q: If the Bury Council grant is for the community; as Gigg Lane is now a community stadium, would their grant be given in the event of a no vote? If not, why not?
A: The Council finding is dependent on a merger. Alternative finding will need to be found in the event of a no vote.
Q: Is there uniformity within the EST group and BFCSS in terms of recommending the merger? Are there any members who have doubts or have indicated that they will vote against but they feel bound by the group (e.g. similar to cabinet responsibility in Government)?
A: An individual’s personal opinions don’t represent those of the Society board as a whole. As with the overall fan base, within both boards there will be differences of opinion. The board of BFCSS has decide to allow individual board members to express their own opinion as individuals. The proposal was approved by a majority decision of the BFCSS board and put to members for voting, and the Society will deliver the members’ mandate.
Q: As it now seems that Bury FC fans will not have a team to support for the 2022/23 season – how are you going to keep the feeling amongst us of having Bury FC back and football to go back to? What plans are there in place for the next 12 months? Will the Bury FC twitter, facebook, youtube accounts be set up and running and updated on a regular basis so that we get the feel of Bury FC being back?
A: Bury FC SS will continue to run the stadium, hold events and engage with supporters. This is a community project that we hope will be a fantastic asset for the Town. It will give us the chance to work and build the infrastructure in the stadium and making the stadium sustainable as a stand alone entity. Once senior men’s football arrives at Gigg Lane this will stand the club in good stead for the future.
Q: Will AFC be used until FA give okay for bury fc to be used, even if that goes into or over the 23/24 season?
A: Bury FC will be name used and that is targeted for the start of the 2023/24 season. In the unlikely event that timeline proves impossible we will return to members for a further vote on the options available.
Q: What proposals have you discussed to bring on board BFC fans who vehemently disagree with this should the merger happen? Are you going to let them (me) just walk away?
A: In the event of a merger, we hope all Bury FC supporters will be involved in a positive, friendly, inclusive community club. Ultimately everyone exercises personal choice and it would be shame if you chose to not be involved, the door would always remain open
Q: Why is a merger with AFC seen as the only option? If merger is the preferred way, then surely discussions with other clubs within the borough should have taken place? If not, why not?
A: An attempt to merge was always essential to secure central government funding and benefactor contributions. Without this Gigg Lane would never have been saved.
Q: If 1400 is seen as B/E then it is not beyond expectation that this could be achieved as a stand-alone club? Surely an expectation that a % of AFC fans would return to Gigg/bfc. Even if not 1400 should be seen as doable (if not expected).
A: The goal is for the football club to be sustainable, and for that we would need to make surplus funds to keep reinvesting in the Club. A break-even position is not the goal of the long term but is an indication of what we need to ensure we are not losing money. Without the capital investment of around £2m included in the business plan to generate additional revenue outside matchdays, the long-term sustainability of the stadium is materially at risk and it will be much harder to deliver on the broader community projects planned.
Q: If a merger did not take place what would happen to the Bury Council grant? Surely it would still be available and not simply withdrawn. Have other scenarios been discussed with the council?
A: The grant would not be available; the council are clear on this..
Q: What will you do if the vote is ‘no’? What options are on the table. Again, surely some plans are in place if this happens.
A: See earlier answer.
Q: Are AFC withholding funds their funds to strengthening their position?
A, No that’s not true, AFC funds will transfer to the new CBS on completion of the merger.
Q: Do AFC already have people lined up to fill all required roles after this merger?
A: All CBS board members will be newly elected and make appointments within the organisation as the board deems appropriate. The directors of any subsidiary companies would be elected by the new CBS board. There are also a number of official ‘footballing’ positions within the football club itself which are a requirement of either the League or FA to hold e.g. club secretary, matchday secretary, safeguarding officer etc and these would continue until such a time that the role needed to be replaced, which would then be a decision for the CBS board.
Q: Why had Phil Young already stated that he will stand for election?
A: It is everyone’s right as a member to put themselves forward for election. It’s up to members to decide who they want in place. Phil Young like anyone will only be elected if members vote for him. Any new election is likely to be some months off.
Q: AFC Already have an FA number and Company ref number; Therefore, will it be AFC moving forward?
A: AFC Do have a company and FA number, however that will change to Bury FC as the playing name under the ownership of The Bury Football Club Company Ltd post-merger.
Q: Will Contracted players and staff just move over on a merger?
A: The only contracted person at the moment in 23/24 will be the manager.
Q: Will it just be AFC playing at Gigg because contracts for kits and sponsorship deals will need to be maintained – thus it will just be watching AFC?
A: Bury FC will be name used and that is targeted for the start of the 2023/24 season. In the unlikely event that timeline proves impossible we will return to members for a further vote on the options available.
Q: I will vote no because Phil Young and his board will not step down now and do the right thing for a positive future for Bury FC.
A: They cannot step down now as that would mean we have no officers in place and Bury AFC have a season to run. However, your vote counts in the election of any future board. On completion of the merger the boards of subsidiaries such as Bury Football Club (2019) Ltd will be made up of newly elected CBS board members.
Q: I will vote no – as will be just an AFC takeover – and furthermore I will never return.
A: This is a merger not a takeover.
You have the chance to get involved in voting towards Bury FC’s future. If you walk away because of the result of a democratic vote not going the way you want to, then that is obviously your decision.
However, if you stay then your vote and help is required to shape the future in the way that you want.
