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

eskbanker

friolento said:

This entire debate is putting me off being a Nationwide member at all. I really don't want to have my money in accounts of a company where the other account holders are fighting each other, and where the company Management needs to waste time calming down the warring factions.

It's sometimes easy to be unduly influenced by the tone of debate on places like this, but perhaps worth reflecting on the fact that, over a month after the petition was started, for every Nationwide member who's signed it, there are more than 4,000 who haven't!

Hoenir

friolento said:

This entire debate is putting me off being a Nationwide member at all. I really don't want to have my money in accounts of a company where the other account holders are fighting each other, and where the company Management needs to waste time calming down the warring factions.

Seems these days that far too often it's a case of mob rule when you don't like something. With a total disregard for others, the law, signage etc etc. 

eskbanker

Hoenir said:

friolento said:

This entire debate is putting me off being a Nationwide member at all. I really don't want to have my money in accounts of a company where the other account holders are fighting each other, and where the company Management needs to waste time calming down the warring factions.

Seems these days that far too often it's a case of mob rule when you don't like something. With a total disregard for others, the law, signage etc etc. 

I can't say I'm tempted to sign the petition but I do entirely support their right to use their status as members of a mutual society to lobby its management, via its defined process for doing so, so don't think it's appropriate to dismiss that as 'mob rule'!

spider42

Malthusian said:

That's not how it works. That rule is to prevent members from trying to bring up stuff that isn't on the agenda while a meeting is in progress. Which rule says that only Nationwide's directors are allowed to put additional items on the agenda of the SGM prior to the notice of meeting being sent?

It doesn't follow that because there isn't a rule which says members can't do something, it means that members do have the right to do it. That is flawed logic. The rules also don't say that members who turn up at the AGM/SGM naked don't have the right to appoint themselves as Chairman and add unlimited additional resolutions to the agenda as they see fit, but clearly the lack of a rule saying that you don't have that right doesn't mean that you do have that right!

If other members were allowed to add additional items to the agenda of an SGM already called by another group of members, then obviously the rules would say that. They don't, so they can't. This isn't complicated.

The rules are crystal clear that it is an option at an SGM to vote on "a resolution... that some or all of the [£25k deposit] should be used to help meet the cost of the meeting" so there must be a mechanism to have that resolution added to the agenda.

There is! As I explained in my previous post, Nationwide can themselves can add it to the agenda. Members can't.

On adding items to the agenda of a proposed SGM the rules are silent. However in the absence of any rules that call for SGMs to be treated differently, it would be fair and reasonable to apply the same rule that applies to the AGM - 500 2-year members have the right to propose a resolution.

There is a good reason why the rules are silent re the SGM. If it was possible then the rules would say that members had that right at an SGM. The Building Societies Act also doesn't say members have this right at an SGM. Both the Rules and the legislation do say there is that right at an AGM. That difference hasn't happened by accident. The different wording used in the rules for SGMs and AGMs is precisely because the rules are actually different. If they were the same, then there would be no need to distinguish between SGM and AGM rules in the first place. You can't just assume that you can copy bits of the AGM rules and insert them into the SGM rules because it is "fair and reasonable".

My argument above establishes that the Directors cannot give an undertaking that a resolution will not be proposed and passed to have the costs of the meeting deducted from the £25k cheque, as it is ultimately up to the members.

Your argument above has established literally nothing. It is inaccurate analysis and uses incorrect assumptions and logic. Only the society could add that resolution to the notice.

The antivirginists have attempted to circumvent rule 14e because they don't want to risk their £25k as the rules require them to, and they have only themselves to blame if their motion gets blocked because the Secretariat has called them out over it.

I agree, that although it may depend on exactly what 'strings' were attached to the cheque, which I don't think we know. If it was along the lines of "Please don't bank the cheque if you're going to reject the resolution for some reason", then that would (in my opinion) be a reasonable request, as the deposits would always be returned in that scenario anyway, and it would be easier for both Nationwide and the proposers just to not cash the cheque in the first place, rather than cash it and then Nationwide having to repay it all again.

On the other hand, if the request was to cash the cheque only if Nationwide agreed in advance not to try and propose a resolution not to repay it under 14e, then that's not on, and they need to put their money where their mouth is.

Going forward, in my view it would be preferable if the legislation/rules were changed so that the deposit was automatically returned if the main resolution got sufficient support at the SGM (even if it wasn't passed) and was automatically retained with insufficient support, rather than holding a separate vote on whether to return it. In a similar way to how those standing in an election to be an MP lose their deposit. I think with MPs, you need to get at least 5% of the votes cast to get the deposit back. I think with a building society vote it should be higher, but where to pitch it would be a whole other debate. I would go for something like 25%, which would equate to the voting percentage required to block a special resolution. Get at least 25%, and you get the deposit back; get less and you lose it.

spider42

masonic said:

spider42 said:

Malthusian said:

masonic said:

WillPS said:

Good spot on the cheque. I see further along in the conversation it becomes clear the cheque had only been offered conditionally (not so generous after all), which again there is no facility for within the Rules so would be yet another reason to decline the request. I suspect that's whats being referred to. 

Oh yes, I see in the earlier email that there was a accompanying letter of conditions (not included in the appendix), but the email mentions they must not attempt to take any steps that would prevent it from being fully refunded (one such step would of course be allowing members to pass a resolution under rule 14(e) that it should be used towards costs).

The cheque was presented under the condition that it would be refundable. Nationwide can't give that undertaking because they can't stop members from motioning to have the SGM costs deducted from it, or from voting for that motion. (Assuming that members can put forward motions at the SGM with Nationwide's veto, and it would be a strange kind of General Meeting if they couldn't.) 

Well, that may be "strange", but that is how it works. Rule 12 says "No business shall be transacted at any general meeting which is not set out in the notice of meeting."
So to have a resolution passed at the meeting saying that the deposits shouldn't be returned, that resolution would need to be included in the notice of meeting, which needs to be issued at least 21 days in advance of the meeting taking place. The members can't just decide on the day to have a vote on the non-return of the deposits, unless the resolution is already set out in the notice of meeting.
Consequently, only Nationwide themselves could add that as a resolution in the SGM notice. (I suppose in theory the 500 members proposing the SGM could also add a resolution to hold a vote on whether they get their own deposits back, although in practice it would make no sense for them to do so!).
So Nationwide absolutely could give that undertaking, if they wanted to (which they almost certainly don't).

If that interpretation is correct, Nationwide would likely take the position that costs must be included on the agenda of any SGM in the interests of members exercising their rights under rule 14(e). It would be unreasonable to expect members to learn of the meeting prior to them receiving notice. Perhaps someone has prior experience of a SGM to confirm what normally gets included in the notice. I don't think one has ever been called during the time I've been a member. Has one ever been called under these rules?

I don't recall an SGM being held before. When there was the vote on the conversion attempt back in 1998, I can't recall whether this was at an AGM or SGM, or was he just trying to stand as a director? I don't recall there being a vote on not repaying the deposit, but the rules were probably completely different back then anyway.

xylophone

deneutualisation of building societies and life companies!

Got their plums back?

Malthusian

spider42 said:

If other members were allowed to add additional items to the agenda of an SGM already called by another group of members, then obviously the rules would say that. They don't, so they can't. This isn't complicated.

"The rules don't say they can so they can't" is not how anything works.

A society's constitutional rules rarely cover every eventuality exactly because not every scenario can be thought of in advance. Particularly for something like this which as others have pointed out is a once-in-a-generation event. Health and safety rules are written in blood and a society's rules are written in the beer spilled over previous petty arguments. In the case of ambiguity the people appointed by the members to manage the society's affairs on their behalf (the Secretariat in this case) have to act based on a) what is fair and reasonable and b) what they can get away with without the members revolting. 

If 500 two-year members call for a resolution to have the antivirginists' £25,000 deposit retained by Nationwide and its members as a body, there are only two possibilities allowed by the rules. One is that it should be added to the SGM agenda. The other is "the rules don't say they can do that so they can't" which means they have to stump up their own £25,000 deposit for a separate SGM. That would be absurd. The rules are clear that the directors cannot block 500 members from proposing resolutions at all.

Your argument above has established literally nothing. It is inaccurate analysis and uses incorrect assumptions and logic. Only the society could add that resolution to the notice.

Le society ce sont les members, and the rules are clear that if you can round up 500 of them you can add items to the agenda of existing general meetings and, subject to a £25k deposit, call a special one if there isn't one approaching.

Anyways, I think we are agreeing at each other that it was a blunder to hold out the cheque with strings attached. I agree we don't know exactly what they are, but the ringleader's own words are enough for me: "I have also specified some conditions regarding the cheque in an accompanying letter - particularly that the society agrees to abide by the rules specified e.g. this is refundable and that it will not attempt to take any steps to prevent it being fully refundable." (Which is not what the rules specify.)

friolento said:

This entire debate is putting me off being a Nationwide member at all. I really don't want to have my money in accounts of a company where the other account holders are fighting each other, and where the company Management needs to waste time calming down the warring factions.

Welcome to mutual ownership, comrade. 

For years I thought Nationwide was just another bank with twee "we're not a bank honest guv" advertising, and it turns out I was wrong.

WillPS

The option of being completely uninvolved in any of the stuff that makes them a mutual remains, and will continue to be taken up by the vast majority of members at the AGM exactly as it has been in every previous AGM, even when incentivised by a charity donation. You can do so safe in the knowledge that it makes not a jot of difference because the society has built up a pretty comprehensive defense system to prevent exactly these sorts of interventions from happening. (This said, I will be taking up my vote this year for the first time, my eyes having been opened a little by some of the contibutions here which clearly do not have the society's sustainability in mind at all!)

My advice has always been and continues to be that you should bank with Nationwide if the products of theirs you take up are your best option, for whatever reason. Right now the society is handing out £100 notes for having savings and current accounts, some of which are genuinely good value products. Forget about the clearly utterly futile 'shareholder activism', if any bank was doing this it'd be a no-brainer, in my humble opinion.

26left

eskbanker said:

friolento said:

This entire debate is putting me off being a Nationwide member at all. I really don't want to have my money in accounts of a company where the other account holders are fighting each other, and where the company Management needs to waste time calming down the warring factions.

It's sometimes easy to be unduly influenced by the tone of debate on places like this, but perhaps worth reflecting on the fact that, over a month after the petition was started, for every Nationwide member who's signed it, there are more than 4,000 who haven't!

I guess the challenge for a small campaign staffed by part time volunteers is getting the message out given limited / no resources, vs significant numbers of paid advisors for both NW and VM who can control the timetable and message, plus communicate en masse to millions of members simultaneously eg 2x chairman letters sent out in March. 

In a David vs Goliath battle all you can do is keep throwing stones. 

eskbanker

26left said:

eskbanker said:

friolento said:

This entire debate is putting me off being a Nationwide member at all. I really don't want to have my money in accounts of a company where the other account holders are fighting each other, and where the company Management needs to waste time calming down the warring factions.

It's sometimes easy to be unduly influenced by the tone of debate on places like this, but perhaps worth reflecting on the fact that, over a month after the petition was started, for every Nationwide member who's signed it, there are more than 4,000 who haven't!

I guess the challenge for a small campaign staffed by part time volunteers is getting the message out given limited / no resources, vs significant numbers of paid advisors for both NW and VM who can control the timetable and message, plus communicate en masse to millions of members simultaneously eg 2x chairman letters sent out in March. 

In a David vs Goliath battle all you can do is keep throwing stones. 

To be fair, I think that Mikael Armstrong has done a reasonable job in attracting the attention of a range of journalists, resulting in a collection of broadly sympathetic articles, but that's still not really moving the needle in any meaningful way.  It might be different if someone like Martin Lewis showed interest, but I wouldn't have thought that it's a mainstream enough issue for him to support, i.e. there's no obvious tangible financial impact on a widespread population.

Having said that, my understanding remains that the objective of the petition was essentially to deliver an SGM, rather than trying to build critical mass as such, so, once the threshold of 500 qualifying members is met (plus some contingency), it doesn't really matter whether 5,000 or 50,000 sign it, i.e. there's no intrinsic value in larger numbers?