Football Dynasty-Chapter 11: The Extraordinary General Meeting

At 9:30 AM, a temporary general meeting was officially held at Manchester City's Maine Road Stadium. This was a special, unannounced gathering, initiated by the current chairman, Peter Swales.

Typically, whether for a listed company, private company, or other types of businesses, shareholders attend a mandatory yearly meeting known as the Annual General Meeting or AGM.

This serves as a platform to review the company's performance over the past year, discuss future strategies, and make key decisions.

In contrast, an Extraordinary General Meeting or EGM is called outside of the AGM to address urgent matters requiring shareholder approval that cannot wait until the next AGM.

EGMs are unscheduled and usually convened for major events, such as issuing new shares, amending the company's articles, or the unexpected appointment or removal of directors.

Both types of meetings require key members of the club to be notified in advance, but there are no specific regulations under company law. Instead, the notification process can be determined by the company's internal regulations.

Upon hearing the news about the meeting, many people were puzzled about what Swales was thinking.

At the entrance of Manchester City's Maine Road, two board members, clad in sharp, tailored suits—complete with pocket squares, polished leather shoes, and neatly combed hair happened to cross paths.

Eric Alexander, the former chairman and now a director, was walking nearby, lost in thought. Club politics and his father's declining health were taking a toll on him. He sighed, wishing his father were here.

His father, Albert Edward Burns Alexander Sr., or simply Albert Alexander, was a central figure in the club.

From the club's early rise, he had been at the heart of it all, leading Manchester City as chairman through its pivotal years. Now, however, due to age and health issues, he could only hold a ceremonial role as club president.

While the title of club president still held significance, the real issue was that there was already an acting president, making his father's role purely honorary, with no actual power at all.

Eric had hoped to follow in his father's footsteps, and though he had briefly succeeded as chairman, losing the position and being reduced to just a director felt like a demotion in his eyes.

"Sigh, if only Father were here... Now I've lost the chairman's seat... Sigh..." Eric lamented.

While he was deep in thought, he didn't realize he was already being watched.

Sydney Rose, another director, noticed him and walked over, gently tapping his arm before stepping ahead. He slowed his pace, waiting for Eric to catch up.

"Rose," Alexander greeted warmly, his tone filled with respect.

Sydney Rose was an NHS consultant surgeon at Withington and Wythenshawe Hospitals. He was also the surgeon who had performed the emergency appendectomy on Manchester United's Sir Matt Busby in 1970.

"What's on your mind, Eric? If it weren't for me, you'd have walked straight into that post," Sydney chuckled, nodding toward a towering lamppost.

"Oh, then I must thank you, haha," Eric replied with a faint smile.

Sydney watched him with mild disapproval—so early in the morning, and he already seemed burdened with thoughts. He shook his head before steering the conversation to something more important.

"Peter's called a meeting. Do you know what it's about? Have you seen the agenda?" he asked.

Alexander shrugged. "No idea what he's thinking. But we'll find out soon enough."

The moment they arrived at the meeting room, both men were taken aback. Someone was already there, calmly reading through the briefing pack.

Noticing their arrival, the man stood up and stepped forward to introduce himself.

"Good morning, gentlemen. My name is Richard Maddox."

"You—"

Before Sydney could finish, Alexander jumped in, "Maddox? Sheffield Wednesday?"

"Yes, That's me." Richard replied with a nod.

"Holy—"He stopped himself, catching his tongue before saying something impolite. He extended his hand instead. "Your injury...?"

Richard smiled. "I'm doing fine now. After all, I wouldn't have been invited here if I wasn't," he said, raising the pack with his name printed on it.

Alexander and Sydney exchanged glances. It seemed they had both started to piece things together. However, confusion quickly set in. Wasn't the board already full? Why was there suddenly a new member?

After introducing himself, Richard sat back down in his chair. He opened the briefing pack and flipped to the section on board members.

"Hmm... Eric Alexander and Sydney Rose... ah, here it is," he muttered.

He found their names listed and continued reading, diving deeper into the contents of the pack. It detailed the current City board and shareholdings as of today.

Chairman: Peter Swales

Vice-Chairman: Simon Cussons

President: Joe Smith, Albert Alexander

Directors: John Humphreys, Sidney Rose, Ian Niven, Chris Muir, Eric Alexander, Robert Harris.

After a couple of minutes, more and more people arrived, just like Eric and Sydney. They too were taken aback, but once they realized it was Richard Maddox, the former Sheffield Wednesday player, their imaginations ran wild.

A new player?

A coach?

Is this because of his injury?

Many of them thought Richard might be introduced as a new coach or something similar. However, they were still unsure. After all, why call an EGM just to announce a new staff member?

By the end of it, no one even considered the possibility that Richard was there to join them—officially or even just in name. But soon, all their guesses were shattered by the arrival of Frank Shepherd and Gordon Barry.

Frank Shepherd, the club's solicitor, and Gordon Barry, the barrister.

The roles of a solicitor and a barrister served specific legal purposes, especially during critical events. If the solicitor handled the day-to-day legal affairs of the club, then the barrister specialized in advocacy and complex legal opinions.

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All things considered, why were they here?

Something big is coming!

Peter Swales was the last to arrive. He wore a sharp three-piece suit on a Sunday morning, carrying a briefcase in hand. He didn't speak to Richard or greet him directly like the others had, likely knowing that acknowledging him now might reveal too much too soon.

With all the members gathered, Swales took his seat at the head of the table, commanding the room. As the murmurs continued, he clapped his hands to bring the conversation to a halt.

"Good morning, everyone, and thank you for attending this general meeting. We have urgent matters to discuss today—hence the short notice."

The room fell silent, all eyes now fixed on Swales and the agenda.

"First, I apologize for taking up your valuable time with this sudden meeting. However, today's agenda is critical and has only one item—" he paused, letting the tension settle in the room, "and that is to propose the addition of a new acting director to Manchester City Football Club."

BOOM!

All were stunned. A heavy silence hung in the air as the weight of Swales' words settled over the room. Only Frank Shepherd, the club's solicitor, and Gordon Barry, the barrister, remained calm—unsurprising, as they had already been briefed by Peter beforehand.

The other board members exchanged puzzled glances, some leaning in to whisper, trying to make sense of the unexpected proposal.

Sydney Rose was the first to break the silence, his brow furrowed. "Peter... a new acting director? Without any prior notice?"

Peter nodded, clearly expecting this reaction. "I understand your concerns, but the situation required discretion. I'll explain everything in due time."

Richard, who had been quietly observing, twitched at this. 'What situation? What discretion?' If they knew he had lost a single share just because of a bet, he feared they would bang their heads in frustration.

Eric was still processing everything when he spoke up. "And who exactly is this new director?" His eyes flicked toward Richard, who sat quietly at the table.

Peter gestured toward him. "Gentlemen, allow me to formally introduce Richard Maddox."

A ripple of whispers spread across the room. Some board members eyed Richard with curiosity, others with thinly veiled skepticism.

"That Maddox?" someone murmured.

"The one who banged his head on the post?" another chimed in.

Richard wanted nothing more than to dig a hole and disappear, but the situation didn't allow for that. He took a deep breath, straightened his posture, and stood up. All eyes were now on him.

"Morning, gentlemen." He nodded and gave a slight bow out of respect before continuing, "My name is Richard Maddox. Some of you may know me as a former player—until, well, the injury." He paused, letting the weight of that moment sink in before continuing. "I may not have the impressive backgrounds that you gentlemen have, but I do know football—on the pitch and..." he trailed off, "...off the pitch."

"And what exactly do you mean by 'off the pitch'?" someone asked.

"Thank you for the question, gentlemen," Richard replied with a polite nod. "As many of you know, my youth career ended with 70 goals, followed by another 42 the next season before I was promoted to the senior team. There, while my goal tally wasn't as impressive as in my youth—15 goals and 11 assists—I became a more mature and complete player." He paused, letting his words settle as he scanned the room.

A few board members exchanged glances. Some leaned in, intrigued by his honesty, while others sat back, arms crossed, still skeptical.

"What I'm trying to say is," Richard continued, "it wasn't just me. It was the club management, the coaching staff, and especially their youth development program that molded me into the player I became. Gentlemen, what I'm offering is the chance to use my experience—not just as a player, but as someone who's been through that system—to help Manchester City grow stronger, both on the pitch and off it."

Sensing the room's mixed reactions, Peter Swales smiled and gave a subtle nod. At first, he had planned to intervene if something went wrong, but it seemed everything was going smoothly.

Joe Smith, the current president, wasn't unhappy with Richard. In fact, he didn't mind him at all. What bothered him was how Peter Swales, the current chairman, had suddenly nominated someone without warning. It felt like Peter was misusing his authority.

So he raised his hand and said, "Mr. Swales, pardon my interruption. Before we continue this discussion, are you aware that the club covenant is still active to this day?"

On the day of the General Election, on 15 October 1964, the club's six directors signed a Deed of Covenant which stated:

"...in the event of a director's death or his otherwise leaving the board, the shares should still remain with the club..."

What "remain with the club" meant in practice was that the shares of departing directors would be divided among the remaining signees.

Since the board still controlled a majority of the club's shares, the aim was to prevent any hostile force from acquiring a large enough stake to force a takeover.

"Of course I understand," Peter Swales replied confidently before gesturing for Richard to take his seat. He then cast a quick glance at Frank Shepherd, Manchester City's sole solicitor.

Frank nodded, placed his briefcase on the table, and opened it with a deliberate click. He pulled out a stack of documents and cleared his throat.

"Gentlemen, please allow me to read the 1964 covenant signed by the original six-man board." He read the document in full before summarizing its key points.

"Firstly, the 1964 covenant was built on shaky legal ground. This became evident when the club's Articles of Association were amended in 1971, allowing the number of board seats to increase from seven to nine, with one additional seat for urgent matters."

It was a clear threat.

In other words, even if anyone objected, it wouldn't stop future attempts. As long as Peter held the chairman's seat, he could continue using the same approach.

With his authority, no one could be certain whether he might resort to shady tactics to sway current or future directors. No one wanted their power on the board to be weakened or to give Peter an opportunity to dominate the board's control.