VOTE now! Proposed take over of Virgin Money - Nationwide members should be given a vote

Section62

masonic said:

It's been suggested above that Nationwide will manage the process beyond receipt of the signed document(s). It seems reasonable that they would collect the monies from two year qualified members as part of that process. In which case it would probably have to come from those individuals. Though it does say "for" each member rather than "from".

Yes, it is "for" rather than "by", so I don't think Nationwide could legitimately refuse a lump sum payment by one person.  Alternatively if each individual is paying then they could pay Nationwide directly rather than having to trust a third party to hold all the money before passing it to Nationwide.

14(e) doesn't help with interpretation because it just says "The deposit shall be refunded except..." rather than specifying who it would be refunded to.  If it said something like the refund would be to each individual of the 500 then that might imply the deposits had to be made individually.  So it looks like either option is Ok.

masonic

boingy said:

26left said:

It would seem somewhat petty of Nationwide to split hairs if the sentiment is clear, but I guess time will tell - and the rules are there for a reason.

My understanding of the rules is that the SGM, votes and ballots can be held electronically, so could happen quite quickly. The rules mention maximum times for calling and holding a meeting, but no minimums. 

I love it that you think that they won't be petty or seek to delay the meeting. They will do absolutely anything they can get away with to see off a challenge to their authority. I would predict that their first action will be to declare your motion invalid due to some tiny technicality.

On that point, there are a couple of things here that could be used:

Financial year is defined as ending 4th April or such other date as the Board may decide. So if the meeting cannot be held during the 4 months from 4th May, that takes us up to September. So there would be no point sending in anything more than 63 days prior to that, as they wouldn't be required to act on it. Around that time, the AGM will occur, so what is the likelihood that this issue would already have been discussed there and potentially a substantially similar straw man resolution put to members in such a way that it can be defeated.

So maybe keeping powder dry until after the AGM would be a wise move.

Section62

boingy said:

26left said:

It would seem somewhat petty of Nationwide to split hairs if the sentiment is clear, but I guess time will tell - and the rules are there for a reason.

My understanding of the rules is that the SGM, votes and ballots can be held electronically, so could happen quite quickly. The rules mention maximum times for calling and holding a meeting, but no minimums. 

I love it that you think that they won't be petty or seek to delay the meeting. They will do absolutely anything they can get away with to see off a challenge to their authority. I would predict that their first action will be to declare your motion invalid due to some tiny technicality.

I tend to agree with the BiB.  That in itself would be quite a good outcome as it would demonstrate the process is not fit for purpose.  If a vote on the takeover is not possible then the next best thing would be a demonstration that the membership aren't allowed to have a meaningful say in the way their mutual building society is run.

Section62

masonic said:

boingy said:

...Around that time, the AGM will occur, so what is the likelihood that this issue would already have been discussed there and potentially a substantially similar straw man resolution put to members in such a way that it can be defeated.

That would require a u-turn on Nationwide's stated postion about the need for a vote, and if some of the 'legal' comments in the media are correct would be incompatible with the takeover panel process.

But certainly a strategy of blocking something by taking it over and terminating it is one which has been deployed by various organisations in the past (e.g. notably with private prosecutions being taken over by the public prosecutor and then dropped)

26left

I’ve received an update from the person that started the petition. The thinking appears consistent with this forum. 

The update is visible here:

https://www.change.org/p/give-nationwide-members-a-say-on-the-purchase-of-virgin-money/u/32491916

I’ve used the provided email template with a small tweak:

“I am prepared to pay a refundable deposit of £50.  Please provide the details on how this can be made, or debit my account, if needed.”

I’ve also added:
”Please confirm receipt of this request, and reply with the number of valid requests received for the SGM to date.”

26left

masonic said:

26left said:

Agree with all the above re requiring 500 two year qualified members and £50 deposit for each, refundable (all section 14 for those that are interested).

As discussed, it is refundable minus the costs of arranging the meeting if that is the expressed will of the wider membership in attendance. It is disingenuous to state it is refundable without qualification.

Agreed - that’s why I referenced section 14 and have linked to the rules on several previous posts. I don’t think I was being disingenuous, and certainly didn’t mean to be - but my apologies regardless.

In fact there are two ways that the deposit may not be refunded in full - either if the meeting called does not reach quorum (section 17 “10 qualified voting members”) OR if resolution is passed at the meeting that the deposit should be used to pay for the cost of the meeting. 

Section 14 e) in full:

(e) The deposit shall be refunded except where a quorum is not present within half an hour of the time set for the meeting or a resolution is passed at the meeting that some or all of the money should be used to help meet the cost of the meeting.

https://www.nationwide.co.uk/-/assets/nationwidecouk/documents/about/membership-matters/g10-memorandum-and-rules.pdf

26left

WillPS said:

The plot thickens. @26left is your £25k benefactor cool with the possibility of not getting all their money back?

Yes given the rules make it refundable except in only two cases, as per the above. 

masonic

Did Mikael have any view about the requirement to be a qualified two year member, meaning that they must have held either a share account or a mortgage for two years? This requirement excludes me for example as I only hold savings with Nationwide, and would also exclude current account customers if they did not hold either of the above.

Also, if the process is started today, then it must be completed by 6th July, but in 14(d)(ii), such a request will be denied if the meeting would need to fall between 5th May - 4th September (meeting must be held within 63 days of receipt of the request under 14(f)).

26left

masonic said:

Did Mikael have any view about the requirement to be a two year qualifying member, meaning that they must have held either a share account or a mortgage for two years? This requirement excludes me for example as I only hold savings with Nationwide.

Also, if the process is started today, then it must be completed by 6th July, but in 14(d)(ii), such a request will be denied if the meeting would need to fall between 5th May - 4th September.

The template email demands a meeting before 19th April.

 
Have you checked your account T&Cs? I think most savings and current accounts (i.e. deposit accounts) are classed as a “share investment” under the rules?  I think that would mean you DO qualify, provided you maintained a balance of £100 or more?

@Section62 on a different thread:

https://forums.moneysavingexpert.com/discussion/comment/80160496/#Comment_80160496

A "Share Investment" is defined as such by the T&C's of the account.  Some Nationwide savings accounts are share accounts, some are not.

Therefore if you have an account which is defined as a share account in the T&Cs you are an "Investing Member" and therefore a "Member", and if you meet the further conditions you can be a "Qualified Voting Member".

Nationwide's 'shareholders' are those members holding a "Share Investment", which in general will be individuals with a balance in an account defined as a "Share Investment".

masonic

26left said:

masonic said:

Did Mikael have any view about the requirement to be a two year qualifying member, meaning that they must have held either a share account or a mortgage for two years? This requirement excludes me for example as I only hold savings with Nationwide.

Also, if the process is started today, then it must be completed by 6th July, but in 14(d)(ii), such a request will be denied if the meeting would need to fall between 5th May - 4th September.

Have you checked that? I think most savings and current accounts (i.e. deposit accounts) are classed as a “share investment” under the rules?  I think that would mean you DO qualify, provided you maintained a balance of £100 or more?

I've checked the T&Cs of my accounts and there is no mention of my savings being classed as shares.