The past week has been all about Bruges for Heart of Midlothian as a maroon and white horde descended on the beautiful Belgian city to indulge in some sightseeing, the odd Christmas market and plenty of strong local beer.

Fans began returning to Edinburgh, Manchester or wherever they could source flights on Friday. Granted, some were in better nick than others.

Attention now turns to Aberdeen's visit to Tynecastle Park on Sunday afternoon. It's not quite 'must-win' category yet but very much 'bloody hell, Hearts could really do with three points and quick' category, especially in the Scottish Premiership.

It is the start of an important four days in the Gorgie, on and off the field.

Aside from the league fixture with Aberdeen, there are two important votes taking place relating to the Foundation of Hearts plus the club and FOH AGMs held on Wednesday, December 4.

First up is the deadline for Foundation members to cast their votes for the three candidates who will take a place on the board. That is followed by the deadline for members to return their proxy vote for the resolution to amend the organisation's articles of association around voting thresholds.

With so much focus on the recent European trip, there hasn't been too much noise about the upcoming vote to amend the articles of association yet it is an important vote that could have significant ramifications further down the line.

Scarves Around the Funnel covered it in a recent episode which we would recommend checking out. And with the Cercle Brugge game behind us, we thought it was important to provide an explainer on the coming few days.

AGMs

When is the Hearts AGM?

The club AGM will be held at 11am in the Gorgie Suite at Tynecastle Park on Wednesday, December 4. 

When is the Foundation of Hearts AGM?

The Foundation AGM will be held on the same day in the same venue but at 6pm.

Board elections

What are the elections?

They are to decide the three candidates to fill the possible spots on the Foundation of Hearts board. Chairman Gerry Mallon is standing for re-election while Louise Strutt and Andrew Brown are stepping down.

Who are the candidates?

Hearts Standard interviewed all seven candidates. 

Paul Butler

Claire Hammond

Gary Locke

Gerry Mallon

Diane Scougall

Dougie Shirlaw

James Sloggie

When is the deadline to vote?

Votes have to be returned by 5pm on Sunday, December 1. All members should already have received an email that contains a link and a unique login credential. Reminder emails have been sent out by the Foundation. You can vote for three candidates and all votes need to be cast at the same time. If you've not had your voting email through, then email pledgeverify@foundationofhearts.org.

When will the chosen candidates be announced?

The results are expected to be announced at the Foundation of Hearts AGM.

Articles of association vote

What is it?

In short, the Foundation is proposing to amend its articles of association around the threshold regarding a potential share issue from the club or a sale of shares of the Foundation's 75.1 per cent majority shareholding.

What does it mean?

If Hearts were to carry out a share issue it would reduce the Foundation's 75.1 per cent shareholding. And for a share issue to take place it requires the support of the Foundation. 

As things stand, any sale of Foundation shares would require a 90 per cent majority. In other words, 90 per cent or more of the members who vote must vote in favour.

Read more

What are the changes?

The Foundation is proposing:

  • A new rule whereby the Foundation would support a club share issue which would see its shareholding reduced to between 50.1 per cent and 75 per cent provided 75 per cent of those Foundation members who vote did so in favour of the share issue.

  • If the share issue would see Foundation's shareholding reduced to 50 per cent or below it would require the back of 90 per cent of those Foundation members who vote.

  • Any sale of the Foundation's shares that would reduce its shareholding to between 50.1 per cent and 75 per cent would require 75 per cent of members voting to do so in favour.

  • Any sale of the Foundation's shares that would reduce its shareholding to 50 per cent or below would require 90 per cent of members voting to do so in favour.

Why the proposal?

As per the explanatory notes that accompanied news of the resolution, "it is possible that at some time in the future, the club may wish to issue new shares in connection with new external investment".

The Foundation want to be prepared for all possibilities and believes the proposed thresholds are fair and balanced.

What would the shareholding dropping below 75.1 per cent mean for the Foundation?

A 75 per cent majority is required to alter the articles of association of the company or change the name of the company, plus it is needed for some technical matters such as re-registration of the company as private, a disapplication of share pre-emption rights or the purchase of the company’s own shares from its capital.

As per the explanatory notes, the FOH stated: "It is very unlikely that the club or the Foundation would want to do any of those things in the future. More importantly, the Foundation would still be in a position to block any of those measures if suggested by the club at some time in the future."

What is the Foundation's view on potential investment that could see its shareholding reduced?

This vote is purely around the different thresholds on any potential share issue by the club or sale of Foundation shares. It is not a vote around any particular investment.

The Foundation states that: "The detail of any proposed outside investment in the club which would require a share issue would have to be carefully scrutinised by Foundation members before a vote could be taken to authorise the share issue."

The Foundation would welcome investment providing it meets the following criteria:

  • The investment is "game-changing" and not just something which allows the club to do more than retain its current position in Scottish football.

  • Hearts don't become a feeder club for another football club.

  • The Foundation remain the majority shareholder, ie the shareholding doesn't fall below 50.1 per cent (the reason why the threshold for such a vote is a 90 per cent majority)

Where to find out more?

On the Foundation of Hearts website you will find details about the AGM and a link to the 'Explanatory Note to Resolution to Amend the Articles of Association' which provides plenty of detail.

How to vote

You can vote by attending the Foundation of Hearts AGM on Wednesday or by completing a proxy form which will have been emailed to you. An email update was sent to make it easier to vote by proxy and, alternatively, you can vote by taking a screenshot of your proxy form and emailing it to info@foundationofhearts.org.

Proxy votes have to be returned by 6pm on Monday, December 2.