WHO MANAGES THE VOC MANAGEMENT?

Having read the blog about The John Lumley Affair, several former Vincent HRD Owners Club officials had fairly scathing comments to make about the VOC management in recent years. A particularly revealing insight into VOC politics and management tactics was provided by Bruce Main-Smith, one of the club's Vice-Presidents for Life and a veteran Vincent HRD rider and racer who needs no introduction to anyone familiar with his exploits or his publishing company. 

quote/…

From: "Bruce Main-Smith" 

Date: 22 October 2010 18:49:23 GMT+02:00

To: <info@xxxxxxxxxxxx.com>

Subject: from BMS

Reply-To: "Bruce Main-Smith" 

Dear Friends --- I am not up to speed about the John Lumley affair nor any other activities of the Vincent-HRD Owners Club Ltd. But I have read your blog and --- yes, ouch!  

It was reminiscent of my being sacked as a vice-president for life of the club (not then a ltd liability company) together with the sacking of fellow life vice-presidents Alan Jackson, RAB Cook, and John Vereker. But not Phil Irving! 

This was in a clear, utter, total breach of the club's own rules. We were made vice-presidents for life. We cannot be sacked. Then or now. I consider myself still to be a life vice-president as I had done nothing wrong. I was a one-time Mutual Aid Officer and later the Chairman. In recognition of services rendered at a very difficult time in the club's affairs I was made a life vice-president. 

Alan Jackson likewise for he before me "saved" the club in its infancy. RAB Cook was made a life vice-president in recognition of his long service as editor of MPH. John Vereker likewise for his long service as secretary (and a word of praise please for his wife Tessa who also laboured long). The club rules were quite clear as to what remedial measures could be applied for misdeamonours ---- inapplicable because none of us had done anything wrong. Its own rules also made it plain we were LIFE vice-presidents. 

Our "crimes" ? We were entitled, under the rules, to receive all notices and all agendas and all minutes of executive and general committee meetings and AGM and special general meetings. This meant costly postage, a lot of paper, and Jackson lived on a yacht in the Med and Cook halfway up a mountain in Ceylon which he could not leave because of his ephysema. 

I issued a writ but withdrew it because the club was (then) a club. A club is not an artificial person under the Companies Act and so I would have to sue individuals instead and one at a time too. Who did I issue a writ against and who were the officials & officers concerned who took this rule-defying action? It seems your blog contains at least one name familiar to me. 

What was the outcome? The unlawful sackings were left in place. I AM STILL A LIFE VICE-PRESIDENT UNDER THE RULES. Who supported me and my fellow life vice-presidents? Peter Bickerstaff..... 

It seems from your blog that some things never change, such as non-adherence to the rule book. 

What was the point of vice-presidency? It was meant to mean that there were "aldermen" who had continuity, respect of the membership, and the RIGHTS under the rules to take protective actions such as convening emergency meetings. They  were expected NOT repeat NOT to play an active part in club affairs but to be there if there was trouble. They had the right of attendance at all meetings and were ex-officio of all such and were expected to be offered the chair at all meetings, but also expected to refuse it. 

The VPs had the power and the authority to FORCE themselves into active roles to "save" the club but they were also expected to abstain from using it all the time the club functioned well. An insurance policy so to say. They were expected (by custom) to abstain from involvement, leaving the running to the elected officials and officers --- unless things went wrong. 

By removing the VP's (except for Irving) this safety net was torn away.

It may well have been thought that upon the death of PCV the next president should have been Irving and I agree. But by getting rid of the other VPs then Irving's way was cleared of rivals. Then perhaps Ted Davies. People who had close association with the factory and/or the marque. John Surtees was and is the most obvious candate for presidency, he was a Stevenage apprentice, a V-HRD sidecar crewman (for his Dad), he was the son of a V-HRD Dealership (Jack Surtees) and John rode and raced the Grey Flash. And he went on to collect and own and does still own Vincents. Can this even remotely match the candidacy of the current president who at the time I knew him owned and rode an Ariel Golden Arrow and did not own a Vincent?, Though his enthusiasm in undoubted. 

Had my name been put forward for presidency I would have declined. No need to get rid of me by Another Means. After all I owned both single and twin Vincents, raced Vincents, was chairman etc. In fact I believe I was over-honoured and that Cook, Jackson and myself would have been quite happy to have accepted a switch to the category of Honorary Member instead. Two VPs is enough (Irving and Vereker say, both are of course now dead). 

There has never been any attempt at rapprochment by the club towards me (the only survivor) but I have indicated, via the club's archivist, that I would quietly and gladly accede. What the club did to its LIFE vice-presidents --- all of whom did great and stalwart and decent service --- was and remains an immovable stain on its very soul and is insulting to the memory of the people concerned and to the voluntary years of service they put in, their wives and families in support. Your blog suggests the more things change the more they stay the same?

.....this e-mail sent by Mr Bruce Main-Smith using xxxxxxxxxxxxxxxxxx

When the VOC was still run by real motorcyclists: Bruce Main-Smith speed-trials his White Shadow

From: "Bruce Main-Smith" 

Date: 24 October 2010 12:40:01 GMT+02:00

To: <info@xxxxxxxxxxxxx.com>

Subject: ### from BMS Sunday

Reply-To: "Bruce Main-Smith" 

I have now read the club's rules as they stand at Oct 2010. I am a layman and not professionally qualified though I have been Co Sec of 3 ltd co's which is an education in itself. The club is named as The Vincent H.R.D. Owners Club.

I was wrong to believe the club became a ltd company when the spares business was regularised. The club's rules make it plain that it is not a limited liability company and so it is not an Artificial Person and thus registered with the Company Registrar at Companies House. It therefore does not have a Registered Office nor a Company Secretary nor any Directors (it is unlawful to call yourself a Director except of a Learned Institution or as say a Director Music). It is also plain it is not a Trust and does not have Trustees. Nor is its motif a Registered Design and if misused the only redress would be for Passing Off (and that would have to show financial loss). 

Examples of m/c clubs which are limited companies are Bemsee and the Vintage (of which latter I am a sub-waived "free" member in recognition of services rendered). There are both gains and losses in acquiring ltd status but probably sheer size is a significant yardstick. I would have expected that the VOC had become big enough to pass that test, but it is not the only criterion. 

As the club is not an Artificial Person (the term used under the Companies Acts) it does not exist in law! The VOC cannot therefore be sued. It can of course open a bank account just like any unmarried couple say. It is not a Partnership (as are many accountants, medical doctors & solicitors). It is an assemblage of people with a common interest. If half a dozen grannies get together and call themselves the Steeple-Bumstead Quilters they have no legal existence as such, they are just a group of like-minded friends. You & I could call ourselves The Vincent Enthusiasts Club and we'd be the same as the VOC though smaller. Our VEC would likewise have no legal existence and likewise the VEC could not be sued, the Plaintiff would have to name say you as the Defendant and seek, with considerable difficulty, perhaps to join A.N.Other to the action as a Co-Defendant. 

The electronic small claims court (Money Claim On Line) at Northampton County Court would not be suitable for an action as it reserves itself for breaches of contract for goods and services; I have successully used it, against Tesco no less. Unsuitable applications are transferred to the Small Claims Court procedure but then the problem of which Court has jurisdiction. Probably the home address where the Plaintiff signed the contract, that is completed the membership application form. 

The VOC does not exist in law and it cannot AS A CLUB own property though typewriters etc can be held in common. If Lumley were to donate a valuable bike to "the club" he couldn't, because the club is not a legal entity. The secretary might write on club notepaper and say he accepted it on behalf of the club. He would be the custodian in lay language but the actual owner in legal terms. If he then sold it and trousered the money I suspect aggrieved fellow members would have to sue him for their share of the money (pro rata according to the Membership Roll). I think it would be very messy and perhaps not successful, he would get away with it. I am doubtful if it would be theft as defined under the Theft Act. (btw there is no legal definition of fraud!). I think it would be a Civil matter & nothing more & probably a very trixxy one to proceeed with --- swizzling HM C&E, busting Probate and/or the executor(s), etc, is entirely a different horse. 

It is not expensive to sue in the Small Claims Court but it is expensive to engage solicitors. Costs can be awarded but frequently are not... 

If a club is not a legal entity can it complain if somebody is rude, even accusatory, about it? The VOC does not exist in law so how can it be a Plaintiff? Only individual Members and Officials and Officers can be plaintiffs and then only as plain ordinary citizens. An Officlal is different to an Officer. Officials are (usually) elected, Officers are appointed --- the distinction can be crucial. 

Now as to Vice-Presidents. When my fellow VPs and I were sacked we were not Honorary Members (that dual nature came later). Nor were we subject to a 5-year rule. We were LIFE holders and since we had ex officio positions in all meetings and possessed powers were were also executive officers. We were stripped of our VP positions and also of our membership. Yes, WE EVEN CEASED TO BE MEMBERS --- no pro rata refund of unexpired membership fees fell due since we paid none. 

The current club rules provide for complaints and hearings, right to hearings. We were refused these then as, since we were no longer members, how could we possibly be heard. We had no access to MPH, Minutes, or Procedures. The Steeple-Bumstead Quilters did not like our embroidery and had slammed the door in our faces; how do you fight that situation? You can't.

It broke its own rules. It defied its own Rule Book (which incidentally, with help, I drafted). So what can one do? You might start an action for defamation --- but against whom? Not the club, it doesn't exist. 

The club claims it is regulated under quote "English law" --- it probably means "The Laws of England & Wales" and it is codswallop. 

My life appointment precedes the 5-year vp rule and the dual vp/honorary-member status. RAB Cook's and Alan Jackson's LIFE vice-presidencies precede mine. I am not sure about the late John Vereker's. 

What had we done wrong? Nothing. But we were demeaned and without redress. We never rec'd any correspondence and the club's own Minutes will show this (though probably long since lost). 

Sections 26A and 26B of the current rules, (expulsion of members, if considered applicable back then)  were never complied with. Yet were struck off the Members Roll as well as being deprived of our Lifetime Vice-Presidencies. Many Writs have failed because they did not identify the correct targets or plead the correct "offence" --- who would be the target and quite what the offence? 

Now if repeat if  we had been vp's under the 5-year rule there are certain onuses placed by the rules under Section 10B. The club itself failed to comply with its own rules over notifications etc. Section 8F deals with Honorary Members --- they pay no subs, get MPH and continue for life or until they notify the club they wish to stand down. On that basis we were treated contrary to the club rules if one can claim that rules introduced after we were made LIFE vp's can be applied and I suggest they cannot. 

Our unilateral, strongly protested dismissal, was not processed in Executive or General Commitee Meetings, nor in a Special General Meeting nor in an Annual General Meeting. Since we had been struck off the membership roll we were invisible and inaudible and the club itself, since it did not exist in law, could not be forced to obey its own rule book! To Bryan Phillips, game, set & match..... 

Our only remedy was to issue a Writ against an individual Defendant (and Co-Defendants). And for what ? Damages? For what? Prospects of success? I did issue a Writ against BP but dropped it because it was just too vague. 

I would certainly welcome a letter from the Secretary, quoting a Committee mandate, and that it had been ratified in accordance with rule 8C,  observing that there had been an administrative error and now further information has come to light the club is anxious to correct a mistake of some historical duration and to offer "reinstatement" to the only surviving victim of this mistake by offering him Honorary Membership. And that it was coupling to these sertiments its regret also where the late Alan Jackson and the late RAB Cook are concerned. (I know my old workmate on Motor Cycling RAB is dead, I presume Jackson is too because of sheer age) 

Whether I wish to accept such Honorary Membership or not is a moot point. I might consult my friends and Vincent owners Dick Richardson and George Matthews of Popham airfield about that!  BMS +++

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In summary, critics of the rules of the Vincent HRD Owners Club and the apparent ease with which these rules can be interpreted to suit the aims and ends of the current management of the VOC may not be aware that there used to be checks and balances in place in the shape of these Life Vice-Presidents in order to prevent just the sort of flagrant abuses we have seen as members of the current management, including Bryan Phillips, Tim Kirker, Andrew Everett and Graham Smith sought to suppress the John Lumley Affair, involving management figures and prominent members like Graham Smith, Dick Wheeldon, Paul Adams, Arthur Farrow, John Kennedy, Dawn Kennedy, Norman Walker and others. 

That the only surviving Life Vice-President, Bruce Main-Smith, has taken the step of contributing these comments to our blog is in itself a damning indictment of the degeneration of the quality of the senior management of the Vincent HRD Owners Club since these carefully conceived checks and balances were put in place to keep elected and appointed club officials and officers honest. Had such 'ombudsmen' been in place, the John Lumley Affair would never have happened. And if perchance it had happened, the officials implicated in it and their cronies would not have found it so easy to smear, threaten and expel whistleblowers. Of course, Charlie Cannon and myself are not the only victims of such abuse of position and power in recent years, as cases like that of Max Lambky and John Mossey show. Other members and former officials who have also been abused in various ways by members of the current regime include Peter Spooner and Roy Huxley. 

Bruce Main-Smith found that the Vincent HRD Owners Club was effectively impossible to sue and therefore totally unaccountable. Mr Main-Smith's subsequent lawsuit naming Bryan Phillips, Bill Hancock, Len Matthews, John Carter, John Webber, Phil Primmer and Irene Burnley, as cited in the August 1984 issue of MPH, was abandoned because of likely costs. However, there are now lawyers in the United Kingdom prepared to take on cases on a contingency basis. Moreover, individual officers of the VOC responsible for libelous or defamatory statements can be held accountable in any country in which those statements were published and seen but it was no so feasible when Bruce Main-Smith tried to take the VOC management to task over his mistreatment. 

Conversely, the VOC management, believed to have sought legal advice about this blog, apparently found out that the club's non-status, legally speaking, meant that the VOC could not sue any of the contributors to the blog. There again, nobody is seeking to impugn the VOC. We are simply objecting to the unacceptable conduct of officials, officers and members of the current management of the VOC. If any of the said individuals, who claim that nothing in this blog is true, wish to challenge us, we will happily allow them to do so without any impediment. If any of them wish to sue us, this is also a simple step to take. For my own part, I supplied VOC Secretary Andy Everett with my lawyers' details for service.