North Eastern Daily Gazette, February, 1905.
MIDDLESBRO’ F.C.
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Report of Shareholders’ Committee.
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AN INTERESTING STORY
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OF THREE MEETINGS
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Some time ago a special general meeting of the shareholders of the Middlesbrough
Football and Athletic Company, Limited, was held, when a committee of six shareholders
was appointed to act with a like number of the Board of Directors with a view to
their taking such steps as would improve the position of the club. In response to
the wish of a number of the shareholders their six representatives have published
a statement of the proceedings of the joint committee, signed by Mr James Windross
on behalf of the shareholders’ representatives, which reads as follows:--
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THE FIRST MEETING
The first meeting of the Joint Committee, consisting of six directors and six
representatives appointed by the shareholders at the special general meeting held
in December, was held in the Board-room at Ayresome Park, on 22nd December,1904,
when the following were present;-- Messrs R.W. Williams, C. Dobinson, T.G. Poole,
W. Allen, D. Mullen, and A. McCallum, directors; Messrs J. Windross, H. Frankland,
J.R. Smiles, J Fowler, J.H. Gunter, and H. Walker, shareholders’ representatives.
Mr. R.W.Williams was appointed to the chair, and opened by intimating that the directors’
representatives were pleased to meet the representatives of the shareholders, and
that they would be pleased to consider any suggestions or recommendations they had
to make.
On behalf of the shareholders was urged that this was not quite the purpose
for which the committee was formed, the general expectation being that the joint
representatives of directors and shareholders should constitute a committee for mutually
agreeing a couse which would be calculated to improve the club’s deplorable condition,
and it was urged that as far as possible the meeting should confine itself in the
first instance to such matters as could be agreed upon all round.
The shareholders’ representatives respectfully asked as a preliminary-
1st.-- That a statement of the club’s financial position be submitted to this
committee.
2nd.--That a list be submitted showing the number of players signed on by the
club, giving the terms of their engagement, and the amount of wages paid to each.
3rd.-- that the shareholders’ representatives be allowed the privilege of accompanying
the team on their away matches in order to form an opinion of their away form. This
was considered both reasonable and desirable in face of the continued declaration
that certain players away from home gave good displays who were known to be notorious
failures at home.
4th.-- That the Joint Committee should, if possible, agree in the selection
of teams for future matches.
To these requests the directors present could not see their way, either for
themselves or on behalf of their colleagues to agree in toto. They did however, agree
to No.3, and it was understood that two of the shareholders’ representatives should
attend the next and subsequent matches away from home. After considerable discussion
they also agreed that the meeting should as a whole proceed to consider the team
to be played against Small Heath on the following Monday.
The team was unanimously agreed to and we were assured by the directors present
that, apart from our mutual agreement, the team then decided upon was the one the
Board had intended playing in the match referred to.
Naturally the committee -- or at all events the shareholder’ representatives
-- expected the team to turn out as agreed upon, but to our consternation when the
match came to be played, we found that the directors had altered their position and
made an alteration which in all probability accounted for the loss of two points
against Small Heath. On inquiring the cause of the change we were informed that the
player who had substituted had played well in the previous match and had expressed
a strong desire to play against Small Heath, and the directors yielded to that desire.
From a sentimental standpoint the action of the directors was beyond reproach, but
we would submit that sentiment has no place in football matches, and would further
remind you of the disastrous consequences to the club on a former occasion when the
directors showed a similarly benevolent disposition.
SECOND MEETING
At the second meeting of the Joint Committee, held at the Board-room on December
29th, there were present:-- Messrs Dobinson, Pickard, Poole, Williams (directors)
and Messrs Gunter, Smiles, Fowler, Frankland, and Windross.
Mr Williams, the chairman, then gave verbally the replies to our questions submitted
at the last meeting.
1st.-- The directors declined to make known the state of their finances.
2nd.-- The directors declined to give the information asked for, and would not
go beyond the bare statement that the weekly wage bill was £105.
3rd.-- The directors agreed to only one of the shareholders’ representatives
attending the away matches at the club’s expense.
4th.--The directors dispute the right of the Joint Committee to select teams,
but would be willing to consider any suggestions the shareholders’ representatives
cared to make.
Nothing beyond this was done at the meeting.
THIRD MEETING
At the third meeting, held on Tuesday, January 3rd. There were present -- Messrs
Williams, Mattison, Dobinson, Pickard, T. Fletcher, A. Barritt, Frankland, Gunter,
Fowler, Smiles. This was the meeting which finally demonstrated that there was no
serious intention on the part of the directors to co-operate with the shareholders’
representatives. The Joint Committee had met in the board room and were in a general
way discussing the question of teams when a director who had been absent from the
previous meetings put in an appearance and insisted that the shareholders’ representatives
had no right at all to interfere in the selection of teams; that they ought to retire
to an adjoining room to agree upon their suggestions and hand them in to the directors.
Naturally such excessive politeness was more than the shareholders’ representatives
could endure. The reiterated and cynical allusions to them as “experts” was, to say
the least of it, ill-mannered. Our six were never regarded as experts, but as fairly
sensible, level-headed men who had a desire to assist the directors and accomplish
some good for the club. There may be some who are “expert” in unsafe administration,
but we scarcely think they will be found amongst the shareholders’ representatives.
Certainly since the special general meeting they have not even had the opportunity
of achieving good or committing wrong.
At this last meeting one of the directors said that the representatives of the
shareholders should pay their own expenses if they wished to attend any of the away
matches. As a matter of fact, at the first meeting, one of them did offer to bear
his own cost, but we have not heard of any of the directors showing an equal readiness
to do likewise. Doubtless it is a wise policy to exercise economy in administering
the affairs of the club, but it is interesting to note that when Middlesbrough played
Woolwich Arsenal in London an abnormally large number of directors (four in all)
accompanied the team and enjoyed a for day’s outing, presumably at the expense of
the club.
THE POINTS RAISED.
Not feeling satisfied with the verbal replies given on behalf of the directors,
and desiring to have the same definitely placed before us in writing, the following
letter was addressed to Mr Robson, the secretary:--
Alnwick House, the Avenue,
Linthorpe, Middlesbrough.
January 16th, 1905.
The Chairman and Committee
Middlesbrough Football and Athletic Co. Limited.
Gentlemen,-- As there seems to be some misunderstanding with regard to the duties
and powers of the Consultative Committee, and as we the shareholders’ representatives
are uncertain as to whether the Board were going to give us in writing the answers
to the questions asked at the first meeting of this committee, or whether the Board
expect the questions to be submitted to them in writing.
We have not heard anything, herewith submit the following questions and suggestions.
The names of the six members of the Board elected to meet the six shareholders’
representatives.
What powers are the Board willing to grant to this committee? We suggest the
committee of twelve shall act as a whole, and that the secretary of the club should
take all minutes of the committee and submit them to the Board for confirmation or
otherwise. We consider amongst others the duties of the committee are the selection
of the teams, engagement of players, transfer of players, and the committee to be
provided with any particular they may require, with regard to the present players
and players they may have to view. What privileges will you allow to the members
of the shareholders’ representatives to see away matches and to view new players?
-- On behalf of the Shareholders Committee, I am, gentlemen, yours truly.
JAS. WINDROSS.
The desire and anxiety of the directors to deal promptly with the points we
raised will be gathered from the following acknowledgement:--
Middlesbrough Football and Athletic Co., Limited.
Ayresome Park, Middlesbrough
17th January, 1905
Dear Sir, -- I am instructed to acknowledge receipt of yours of yesterday with
questions , and to say that owing to stress of business at last night’s meeting my
directors could not fully go into the questions. They will be considered at next
Tuesday’s meeting -- Yours truly,
J.ROBSON.
Mr. J.Windross, Middlesbrough.
After having eight more days to consider the position, the following definite
reply was received on January 26th:--
Middlesbrough Football and Athletic Co. Limited.
Ayresome Park. Middlesbrough.
25th January 1905
Dear Sir. -- Your letter of 16th. Inst with questions was fully considered by
my board last evening. After going into the matter, the following resolution was
carried, and I am instructed to convey the same to you:-- “The Board of Directors
of the Middlesbrough Football and Athletic Co., Ltd., having fully considered the
suggestions of the shareholders’ representatives, would again beg to draw attention
to the fact that they were appointed to consider the present condition of the club
and of helping it out of its low position on the League table and report to the Board
the best means to improve the same. The Board representatives are still willing to
act on the resolution of the special general meeting passed on 8th. December , 1904,
but must decline to hand over the management of the company as suggested in the questions
submitted by Mr Windross in his communication of the 16th January, 1905. Having given
all the information asked for, the Board are still waiting the report of the committee
and prepared to consider any suggestions they have to make.” --By order of the directors,
your faithfully,
J.ROBSON, Secretary.
Mr J. Windross, Linthorpe.
HOW MATTERS STAND.
Now we respectfully submit that the resolution of the directors entirely misstates
that adopted at the special general meeting. We insist that “We six were appointed
to act along with six directors as a Joint Committee to try and improve the condition
of the club.” The directors -- whether by accident or design we know not -- have
made it appear that “the shareholders’ six representatives were appointed to consider
the club’s position and report to the Board.” This, most distinctly, was not the
case, and we still contend that we were appointed as a Joint Committee as far as
possible, to agree on a policy of betterment.
The closing paragraph of Mr Robson’s letter shows most conclusively the directors’
disinclination to do anything but receive from us suggestions. There is no mention
of agreeing with us in making suggestions or adopting an altered policy.
We would further call attention to the directors’ inability to appreciate the
position, as indicated by the intimation that “they must decline to hand over the
management of the Company, as suggested in the questions submitted by Mr Windross
in his communication of 16th January, 1905.” Now we very respectfully ask the shareholders
if there is anything in the questions presented to the directors which would for
one moment suggest their handing over the management of the Company to the shareholders’
representatives? We do not doubt the nature of the reply.
How can we assist in the transfer of old players if we are kept in ignorance
as to the terms of their engagements?
We are quite prepared to accept the judgement of the shareholders on the case
as submitted, but in conclusion feel that we must express our firm conviction that
the shareholders’ resolution has never been seriously accepted by the directors.
As evidence of this we would point out that at the three meetings held they were
only on one occasion represented exclusively by those gentlemen appointed for that
purpose by themselves. At each one there were changes in the personnel of their representatives.
We only publish this statement of the position because of a strongly expressed
desire on the part of some of the shareholders to know how things stand, and not
from any desire to hamper the action of the Directors in a moment of great anxiety
and increasing difficulty. Rather do we wish them a happy and speedy issue out of
that difficulty.
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North Eastern Daily Gazette, March 2, 1905.
MIDDLESBROUGH F. C.
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STATEMENT IN DEFENCE OF THE BOARD OF DIRECTORS.
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Writing from the Alexandra Hotel, South Bank, Mr William H. Jones says;-- The
report of the Shareholders Committee of the Middlesbrough F.C. will be read with
much interest, but that it will cause much of a sensation is quite another matter,
for as far as I see myself the wants of the committee are a little far fetched and,
in some respects quite unwarrantable. In respect to them wanting to know the financial
position of the club, it is absolutely absurd, for I would like to remind Mr Jas.
Windross that the most of his talk at the extra-general meeting was about the playing
of the team, the selection of players, and the position the club was in the League.
He did not in any way touch on the financial position of the club. I for one who
supported the forming of the committee strongly object to the same having anything
to do with the finances of the club, for I am certain that the majority of the meeting
did not mean any such thing as that committee having to do with the finances in any
way. I should also like to point out that at the annual meeting proper the report
was adopted, and that all right-thinking shareholders will
WAIT IN DECENT FASHION
till the next annual report is submitted. I also am of the opinion that the directors
have taken the right stand in respect to want No.2 for when we are told that the
weekly pay-bill is only £105, I think it will satisfy the majority of shareholders,
knowing as they do that about 30 players, secretary, trainers, ticket collector,
police service, etc., are to pay. As far as No.3 want is concerned it is very often
the case that only two directors go away with the team and I fail to see why more
than one committee man should go away with them, but probably some of them have lots
of time on their hands, and would like to put the players to bed (as was suggested
the directors should do at the extra meeting). Want No.4 is probably met by the directors
who are willing to receive suggestions from the committee, which I think cannot be
bettered, for if the suggestions of the committee are put on paper and submitted
to the directors, it is easy to see whose selections are right or wrong on production
of the papers at the annual meeting, and the responsibility attached at that meeting;
for my part I would rather have a Selection Committee of three, for it is my firm
opinion that in this matter the larger the Selection Committee the bigger the mistakes.
Now, sir, Mr Windross seems to take a great interest in the works of the committee,
and, in fact, from what I see in your respected paper of Tuesday,
HE SEEMS TO BE A SPOKESMAN,
secretary, manager, and everything; but, how comes it? for I think I am right when
I say that Mr Windross proposed a vote of censure upon the directors at the extra-general
meeting. You will remember that Major Fleming asked that his idea of the forming
of a committee be adopted instead of the vote being taken. But again Mr Windross
pressed his proposition, and it was only when an amendment was proposed, having a
vote of confidence in the directors, that Mr Windross saw he and his followers were
not having it all their own way he acquiesced to Major Fleming’s suggestion and so
ended the meeting. I think that if the directors of the club were not hampered and
bothered by meetings, letter writing, etc. about their work (which, I am sure, is
done for the very best) it would be better for them. They would do their work with
comfort, they would do it better, and we should benefit by it, not only in points,
which are certainly wanting, but in the near future I believe that a substantial
dividend would be paid to those having their money invested; but if the squabbling
is insisted upon we will go down, down in our talent, and down in our gate receipts,
and high-class football will be a thing of the past in Middlesbrough which every
lover of the grand game of football would certainly regret.
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