Developing MCT/GMFC Board Situation

[CM48]

“Since day one, Dalrada have never asked for anything in return for their contribution.”

Aren’t they on our shirts the team wear at Cappielow supported by Dalrada?

“The only condition Dalrada have placed on the deal is for the governance of the football club to improve.“

Aren't they now asking for members in the board and directors who have overseen the recent shambles to stay in the board alongside their chosen chairman? Big improvement?

“In addition, it is stated representatives should carry out a project beneficial to the club before being appointed.”

What did Graham Barr do?

“The above would of course require a slight change to the GMFC Articles which state MCT reps should always be the majority on the Board. 

It is also worth adding that the interim MCT Board are happy to continue with Sam and Graham as MCT representatives.”

Why are they happy for them to continue. Because of their communication skills? I must have missed their replies to Gordon Ritchie’s statement.

The rest is just word salad about being pragmatic and best thing all round etc.

It’s a big NO from me and I’d class myself usually as a bit of a fence sitter. To me it’s totally unacceptable and a slippery slope to being the next ICT or Hamilton I reckon. 
It feels like anyone who had the best intentions for MCT and Morton has left and those who have caused all this shite by their incompetence and self entitlement want to keep control. 

[Hej]

I think the offer at face value seems reasonable. If that was floated 6 months ago, I think it would a straightforward decision. I definitely agree with 3 independent appointees with some level of experience or expertise would be a good idea. But the events of the last few weeks means it has to be viewed with suspicion and further scrutiny. Still a lot more information that needs to be provided 

Edited May 17, 2025 by Hej

[TopCat]

When this deal is (presumably) accepted after a membership vote, what next? Is it Dalrada's general intention to sustain this level of funding into 26/27? What level of improvement in governance do they need to see?

How does MCT know when to hit the panic button to start scrambling for new sponsorship? Will we know in January if Dalrada will pull out? Or will it be this time next year, under threat of giving up more seats on the board?

[Brian Skelton]

2 hours ago, dunning1874 said:

I'm on the way home from Bonnyrigg v East Kilbride (worst pyramid playoff ever btw) so in no position to digest the finer points, but my initial gut reaction is that I don't in principle necessarily object to MCT reps not having a majority on the GMFC board.

I absolutely object to MCT's control of the board being diluted and the MCT reps continuing to be Sam Robinson and Graham Barr. Events have proven that they are in reality Dalrada reps; if we allow a situation where we have 2 Dalrada reps, 2 MCT reps and 3 reps appointed by those 4, then if Robinson and Barr are the supposed MCT board members what we'll actually have is 7 Dalrada representatives. At the very minimum this needs to involve real MCT reps rather than those two, who have proven they can't be trusted.

Surely to feck  Barr and Robinson have burned their bridges with getting near the Boardroom.

Edited May 17, 2025 by Brian Skelton

[SassenachTon]

My experience of boards is that a minority representation doesn't necessarily matter. What matters is that the minority (MCT) board reps have a sword in their hands and a fire in their bellies. Passion and commitment to a cause are usually bigger weapons than promises, waffle, club ties and blazers. The role of our MCT board reps is more important now IMO than at any other time in our history. The choice of these reps is utterly crucial.

[Greacen2000]

Having some time to sleep on the offer, I am tentatively leaning towards accepting it on the following conditions (and I’m sorry for the large font - I typed this up in my phones notepad and pasted it in here)

 

 

1. If Laird is to continue as chairman, he should be on the board as 1 of the 3 nominees mutually agreed upon by the MCT & Dalrada representatives.  This isn’t because I particularly like or trust him - it’s because being a director of the company will make him more accountable for his actions from a legal standpoint
2. In the event of Dalrada defaulting on any monies owed to the club, their 2 representatives should be immediately removed/suspended from the board (or at least have any voting & decision making powers suspended) until payments are brought up to date
3. Guard rails need to be in place to prevent GMFC board from issuing new shares in the club (which could lead to a situation whereby MCT shareholding is diluted without the input of of the owners)
4. Good to see this line - “ It is also worth us confirming that this is a choice of the MCT Board and not a condition of this deal. “    Regardless of what “the interim MCT board are happy with” there needs to be a clear commitment that there will be no further demands from Dalrada beyond the ones already made.  Eg MCT membership are free to empty the current interim board and elect another one, and remove Barr & Robinson from GMFC board without any recourse or threats from Dalrada - if Bonar wants these guys in the board then he can use up his own 2 appointments. 
5. The deal has incentives for MCT to increase their contributions with Dalrada matching incremental contributions up to a point.  Are there any caveats in the deal relating to what happens if MCT contributions decrease?   Clearly increased MCT membership and funding is in everyone’s interests but IMO it would be foolish/risky to sign up for a deal which is conditional upon MCT maintaining a certain level of membership & funding, so I would like reassurances that this is not the case
6. What is the process around appointing and removing board members? Clearly the MCT/Dalrada appointees can either step down or be removed & replaced by the organisations they represent, but in terms of the other 3 there needs to be clarity in the process around removing them & nominating replacements should the need arise.  Maybe this is as simple as it being raised and voted on at a board meeting, but (assuming the person whose removal is being proposed cannot vote, or the vote is to appoint a replacement for someone who has already stepped down), what happens in the event of a 3-3 stalemate - who has the casting vote?  IMO as owners of the club, the MCT reps should always have the casting vote in this and any other stalemate situations.

Edited May 18, 2025 by Greacen2000

[dunning1874]

Regardless of the content, I don't think it's good enough that we're just getting an overview of what Dalrada propose. Considering that they've in reality proven they can't be trusted in the last few weeks (and that's even discounting the previous failure to keep up with payments) we all need to see the small print and go line by line through the actual document which commits them to investing this money. The default position here is no and they need to convince us otherwise, without providing the actual text of the agreement they're not even trying.

Just one obvious concern with this is that we'd be rewriting the articles of association of the club to remove the requirement for an MCT majority on GMFC board; are there provisions being made for Dalrada's representation to be dependent on maintaining investment, or does 12 months of funding allow them permanent representation? They make this one off investment, remove MCT's majority on the board and that's them got control in perpetuity, still running the board with 2 directors (in reality 4 with Robinson and Barr which turns into handpicking all 7) in 2026 even when they turn the taps off, not putting a penny in but giving themselves free advertising and claiming this as an act of benevolence like Golden Casket did? That change needs to be based on continued investment or we revert to MCT control of the board, the small print is everything here.

[dunning1874]

12 hours ago, Rossco1874 said:

Surely if sam and graham have anything about them they will not take up the offer of being on the board. I'm not so sure they will resign though.

 

The statement did have a point how many elected mct board members have chucked it after only few months. I understand that sometimes life takes over I have been in that position recently where I have quit a 2nd job to focus on personal matters but there seems to be higher than average people stepping down after short time.

 

I'm not against this proposal and given it is for 12 months would like to think that a) mct explore every investment opportunity in that time

if dalriada do plan to take more control that it is transparent the value of this and it.is in the best interests of the club

This is an entirely valid point, but also how many of the MCT reps who've chucked it have done so because they feel they can't achieve anything as they're bashing their heads against a brick wall in having to deal with people who have no interest in making MCT work and try to undermine it with every breath, such as Sam Robinson, Graham Barr and Stuart Duncan? Those existing representatives who they want to keep are the barrier to efficient governance, looking at them and saying we need to reduce MCT's influence because MCT reps have been incompetent with too high a turnover is a bit of a self-fulfilling prophecy.

[dunning1874]

Also we have far bigger fish to fry than who's in the dugout, we have to think long-term here and if doing the right thing for Morton's long-term future here tanks one season and essentially guarantees relegation then so be it, but this playing out at this time of year is deeply regrettable (and incidentally is another reason not to trust Dalrada and the GMFC Board for manufacturing this mess of high pressure timing when it could have been proposed months ago).

As per the email the vote is going to close on 5 June. Even if things go so swimmingly that this allows the manager to be given his budget and crack on with finally building his squad on 6 June, that is over a month after the season has ended. It's outrageous to put a manager in this position, and even if he's not going to get an offer of another job and move to a more stable club I don't think anyone could blame Imrie if he decides to chuck it rather than being tainted by association with this clusterfuck.

[Jamie_M]

1 hour ago, Greacen2000 said:

what happens in the event of a 3-3 stalemate - who has the casting vote?  IMO as owners of the club, the MCT reps should always have the casting vote in this and any other stalemate situations.

Doesn't Laird currently have casting vote status?

[Greacen2000]

33 minutes ago, Jamie_M said:

Doesn't Laird currently have casting vote status?

As I understand he is not on the board of directors which would mean he doesn’t have a vote at all?  Maybe I’m wrong but that’s my understanding of the situation at present

[Ecb]

45 minutes ago, Greacen2000 said:

As I understand he is not on the board of directors which would mean he doesn’t have a vote at all?  Maybe I’m wrong but that’s my understanding of the situation at present

I was musing about the situation last night and comparing it to what Foundation of Hearts would do.

absolutely no way would they have a chairman that wasn’t on the board of directors and wasn’t a paid up member of foundation of hearts.
 

That’s the key governance issue the owner needs to resolve, and for that reason I will be voting no to the proposal when it comes. There’s not another club in Scotland where the chairman isn’t accountable to the owner.

Again at Hearts they have a wealthy backer James Anderson. He’s a benefactor though, not an investor, and does have a seat on the board. I have a real problem that Dalarada have been described as an investor since day 1, as that word has connotations with what they are looking to get out of the deal. Any other club they’d be described as a sponsor, a commercial partner, a benefactor.

MCT do need to improve the governance as owner - handing over control isn’t the way to do it, I’d suggest it’s highly irresponsible.

[Greacen2000]

The email with link to vote on proposals has just gone out.  Personally I won’t be deciding on how to vote until I have a response to the list of questions I’ve sent. 

[Cappiecat 1.2]

I'm feeling a bit daunted by the responsibility of this upcoming vote.

I know next to nothing about corporate structure and powers, nothing about business law, or the rights of shareholders. I also know none of the individuals involved in the MCT or GMFC boards.

All I have to go on are the various statements made by the three entities involved. These statements all seem positive and point toward a healthier future for Morton, but then I'm sure Hugh Shitt made all the right noises before taking over and shafting us and the same could be said for the asset strippers at ICT and Hamilton.

There are questions that need answered before I feel qualified to vote, beginning with -

1. If an attempt is made by the GMFC board to dilute our shareholding, do we have the power to veto that decision?

2. If Dalrada default on monthly payments, do we, as majority shareholders, have the power to remove one or more of their representatives from the GMFC board?

3. If, at the end of the year, we are dissatisfied with Dalrada as a sponsor, do we have the power to completely remove them from GMFC?

I will need answers to these qeuries and some hard assurances from the parties involved before I can decide.

Am I alone in feeling out of my depth here?

[Greacen2000]

10 minutes ago, Cappiecat 1.2 said:

I'm feeling a bit daunted by the responsibility of this upcoming vote.

I know next to nothing about corporate structure and powers, nothing about business law, or the rights of shareholders. I also know none of the individuals involved in the MCT or GMFC boards.

All I have to go on are the various statements made by the three entities involved. These statements all seem positive and point toward a healthier future for Morton, but then I'm sure Hugh Shitt made all the right noises before taking over and shafting us and the same could be said for the asset strippers at ICT and Hamilton.

There are questions that need answered before I feel qualified to vote, beginning with -

1. If an attempt is made by the GMFC board to dilute our shareholding, do we have the power to veto that decision?

2. If Dalrada default on monthly payments, do we, as majority shareholders, have the power to remove one or more of their representatives from the GMFC board?

3. If, at the end of the year, we are dissatisfied with Dalrada as a sponsor, do we have the power to completely remove them from GMFC?

I will need answers to these qeuries and some hard assurances from the parties involved before I can decide.

Am I alone in feeling out of my depth here?

These are more or less the exact questions I have went back to them with.  I would suggest you do the same - the more people ask these important questions the better chance we have of getting an answer out of them.

Dont blame yourself for being out of your depth - there’s been a lot of smoke & mirrors here with the various parties trying to control the narrative via leaking some details and then withholding important information, then trying to spin things when they finally do get round to releasing limited info on the offer.

The way this has been handled doesn’t really give me a great feeling that either board or Dalrada are entirely trustworthy but we are in this situation now and need to try and navigate it as best we can

[Charles_Joe]

it’s an absolute nonsense that they’ve opened a vote while questions and clarifications are still doing the rounds without response. 
We can only vote based on what has so far been articulated, and it’s a hard No. 

If they want to do a proper consultation and be a bit clearer on what they’re up to we can vote again, but it’s 2 weeks til June. So we/they can forget that happening before preseason has started.

If they’re trying to not come across like absolute shysters, they’ve done an abysmal job. 
I’m very comfortable with part time football and selling equity on a normal and transparent manner further down the line (but not to this crowd). I gather others are of the same view. 

Edited May 19, 2025 by Charles_Joe

[Deego]

I have no desire to watch part-time crap guys play football.

[Waverley]

Who, exactly, is making these decisions re the meeting and the vote process?

[vikingTON]

59 minutes ago, Deego said:

I have no desire to watch part-time crap guys play football.

As opposed to Niall McGinn and JET?

The question should be whether part time/hybrid football is the best use of the resources that the club currently generates. That should be independent of any outside backing and if the reality of a commercial model still trapped deep in the 20th century is that full-time professional football doesn't stack up, then you address the lack of revenue first. Anything else is putting the cart before the horse. 

[TRVMP]

4 hours ago, Cappiecat 1.2 said:

I'm feeling a bit daunted by the responsibility of this upcoming vote.

I know next to nothing about corporate structure and powers, nothing about business law, or the rights of shareholders. I also know none of the individuals involved in the MCT or GMFC boards.

All I have to go on are the various statements made by the three entities involved. These statements all seem positive and point toward a healthier future for Morton, but then I'm sure Hugh Shitt made all the right noises before taking over and shafting us and the same could be said for the asset strippers at ICT and Hamilton.

There are questions that need answered before I feel qualified to vote, beginning with -

1. If an attempt is made by the GMFC board to dilute our shareholding, do we have the power to veto that decision?

2. If Dalrada default on monthly payments, do we, as majority shareholders, have the power to remove one or more of their representatives from the GMFC board?

3. If, at the end of the year, we are dissatisfied with Dalrada as a sponsor, do we have the power to completely remove them from GMFC?

I will need answers to these qeuries and some hard assurances from the parties involved before I can decide.

Am I alone in feeling out of my depth here?

I think these are very good, clearly-stated questions.

Another one is: do MCT formally reserve the right in future to nominate their own members to their allotted slots on the GMFC board without the right of veto from the remainder of the GMFC board?