VOC LTD: PLANNING FOR THE FUTURE?

Back in June 2009, when rumours about the removal and dispersal of the John Lumley Collection were merely rumours as opposed to established fact, VOC Secretary Andrew Everett told club members that a VOC member who had asked the club a quarter of a century previously to take over his collection after his death was still alive. It is reasonable to assume that this anonymous benefactor must be getting on a bit now. Of course, as former VOC Vice-President Bruce Main-Smith has remarked, The Vincent H.R.D. Owners Club as it stands is not a legal entity so its legal ability to own anything at all is doubtful. 

However, as a limited company, it can own property, like the Nigel Seymour-Smith 'A' Comet to which Mr Everett refers. It will also be able to own the collection mentioned by Mr Everett should the anonymous benefactor decide to leave his collection to The Vincent H.R.D. Owners Club Ltd. The Vincent H.R.D. Owners Club Ltd will also be able to apply for a V5C document for the so-called Nigel Seymour-Smith Model PS, the fact that the Model PS actually belongs to the John Lumley Estate notwithstanding. The new company might even be able to accept other motorcycles as gifts from members, including members who cannot pay the tax demands that HM Revenue & Customs have reportedly starting sending VOC officials and members found in possession of motorcycles from another important collection.

The possibilities are boundless. But what guarantees will members of the VOC in its current incarnation have that they will have a share in the club's assets and holdings when they are transferred to this new private limited company with share capital? Will The Vincent H.R.D. Owners Club Ltd issue shares to every club member around the world? And what guarantee do VOC members - and benefactors - have that The Vincent H.R.D. Owners Club Ltd will not simply be wound up by its unelected directorship on some pretext or another, with its assets and holdings being offered for sale to, let us say, 'preferred' potential buyers, such as the same group of individuals responsible for the John Lumley Affair?

At the moment, there  are in effect two Vincent H.R.D. Owners Clubs, the old unincorporated club dating back to 1948, and the new incorporated club set up in September 2010, just as it was becoming clear to the VOC Executive Committee that they could not control the fallout from the John Lumley Affair and that their attempt to persuade not just the Executors but the Revenue that the ex-John Lumley motorcycles traced to date were worth no more than £70,000. Readers of the blog about the Lumley affair will know that an independent assessor valued these motorcycles conservatively at £430,000. 

What about the assumption by the club management on behalf of the club of any tax liability in relation to the Model PS appropriated in the name of the club once it was established that Nigel Seymour-Smith did not own this motorcycle and could not therefore give it to the VOC? Did members agree to this? Did members ask or, rather, authorise these elected officials to turn their club into a limited company with as yet unidentified shareholders and to appoint themselves the directors of this business without any reference to the membership? Do members have any shares in The Vincent H.R.D. Owners Club Ltd? 

These are the sort of questions any half-intelligent or even half-witted member of The Vincent H.R.D. Owners Club should be asking in advance of the membership vote to which VOC Chairman Tim Kirker referred in his January 2011 editorial, three months after the setting up of The Vincent H.R.D. Owners Club Ltd, when vaguely discussing possible plans to turn the VOC into a Trust, subject to rule changes and a membership vote. Except that none of you got to vote on whether or not your club should be incorporated as a trust, a limited company or even a registered charity because it looks as though it was already a done deal when Mr Kirker's editorial was first published in January 2011. 

The Vincent H.R.D. Owners Club Ltd Update

Members of The Vincent H.R.D. Owners Club will recall this January 2011 editorial by VOC Chairman Tim Kirker, this copy of which was downloaded today from the VOC website. In it, Mr Kirker discusses plans to set up a Trust to handle the finances and assets of the Vincent H.R.D. Owners Club. He states the need for changes to the club rules before putting the establishment of this Trust to a membership vote. 


A Trust is a means by which property of a real, tangible or intangible nature is managed by a person, persons or an organisation for the benefit of the owner of the said property. The Trust is created by a grantor, who entrusts the property to the trustee. The trustee or trustees hold legal title to the trust property for the benefit of one or more individuals, known as beneficiaries, as specified by the grantor, who hold equitable title. The trustees are accountable to the beneficiaries. The Vincent H.R.D. Owners Club Ltd set up with Andrew Everett as the Director on 17.9.2010 is a private limited company with share capital. It may be able to act as a Trust. 


However, this is beside the point. When Tim Kirker addressed the membership of the VOC in this editorial, he must surely have been aware of the setting up of The Vincent H.R.D. Owners Club Ltd in September 2010. Whatever the case, Mr Kirker is certainly currently aware of the existence of  The Vincent H.R.D. Owners Club Ltd because he became a director on 21.3.2011. Andrew Everett became Company Secretary on the same date.  


The first registered address of The Vincent H.R.D. Owners Club Ltd when it was formed on 17.9.2010 was 12 Station Road, Longfield, Kent, DA3 7QD. Another company registered at this address is Huxley & Co Accountants. The Companies House (UK) records show Roy Huxley and Diane Huxley as the first directors of The Vincent H.R.D. Owners Club Ltd and that their directorships were terminated on  8.4.2011. Also registered at the 12 Station Road address is The Vincent HRD Co Ltd, set up on 9.8.2010. 

Some readers will remember Roy Huxley as a former Treasurer and Executive of The Vincent H.R.D. Owners Club. Others will remember his public comments about the VOC management and the John Lumley Affair in September 2010 via the unofficial VOC internet forum VOC-JTAN. It is widely believed that Mr Huxley resigned after refusing to sign off, as a professional accountant, on VOC and VOC Spares Company Ltd accounts. Some VOC officials and members have publicly alleged that Mr Huxley was the initiator of the HM Revenue & Customs investigation into the disappearance of the John Lumley Collection.

So, where is the formation of these two limited companies leading and what will be the consequences for the wider membership of The Vincent H.R.D. Owners Club, who seem to have had no say in the formation of these two limited companies, one of which recalls the company Phil Irving and his associates set up in 1928 after the purchase of the original H.R.D. firm? And who appointed Messrs Kirker and Everett as CEO and Company Secretary of this new incarnation of the The Vincent H.R.D. Owners Club as a private limited company with share capital? Who are the shareholders? Neither Tim Kirker nor Andrew Everett have responded to these questions. 

Then again, the members of the VOC's Executive Committee appear to be keeping rather low profiles at the moment. Not a single VOC executive was seen at Liphook or Stafford. Show-goers looking for the Vincent H.R.D. stand in its usual position near the Bonham's stand only had to follow their noses, leading them to a stand where the marque was represented by the local section rather than the club itself, relegated to what the organisers clearly felt was a more appropriate location beside the toilets. 

THE VOC TO BECOME A LIMITED COMPANY?

Members of the Vincent HRD Owners Club might be interested to learn of the formation of The Vincent H.R.D. Owners Club Ltd on 17.9.2010. This company is registered as a private limited company with share capital at 50d Kingswood Road, London E11 1SF United Kingdom under company number 07380295. This is the home address of VOC Honorary Secretary Andrew Everett. Trademark applications in International Classes 21, 25, 26 and 41 were made through Potter Clarkson LLP of Nottingham by The Vincent H.R.D. Owners Club Ltd under number 009626441 on 24.12.2010.


The new company's registered address was changed on 21.3.2011, and a new Director and Company Secretary appointed on the same date, although these details have yet to be published by Companies House (UK). A number of VOC members have been pushing for the incorporation of the VOC as either a trust or a limited company but members in general who might be wondering how company officers will be appointed and who will be able to acquire shares in The Vincent H.R.D. Owners Club Ltd might recall the appointment of Ian Savage as a director of the VOC Spares Company Ltd. According to sources close to the club management, there were fourteen applicants for the position. One of the applicants was Hugh McAllister, who reportedly offered to make his premises available to the VOCSC free of charge. However, just one applicant was interviewed and appointed: Ian Savage. So VOC members might be excused for asking how the current appointments were made and, for that matter, why this company was set up with no consultation of the membership by its elected officials. On the other hand, if they pose such questions, they might find themselves the targets of the kind of treatment meted out to John Lumley Affair whistleblowers. 

As far as VOC holdings are concerned, these will presumably be taken over by the new, incorporated club and will include assets like the Nigel Seymour-Smith Comet and, of course, the Nigel Seymour-Smith Model PS. Will these now be registered to this new limited company, becoming the property of the company and its shareholders rather than the property of the club membership, as intended by the donor, in the case, certainly, of the donation he actually made rather than the one recently made in his name and without his knowledge? Of course, it could be that the management of The Vincent H.R.D. Owners Club intends to issue every VOC member with one share in the company and the option to purchase more shares. Time will tell. In the meantime, it is worth noting that two more Vincent HRD-related companies were formed around the same time: The Vincent HRD Co Ltd (9.8.2010) and Vincent HRD Motorcycles Ltd (1.11.2010).

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 +++

end quote/…

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.