Outgoing chairman Manda Rigby has warned the Bath City board is gambling with its future as a Conference club after voting to push through a legal charge over Mayday Trust Park to her predecessor, Geoff Todd.
Shareholders attending Monday night's annual general meeting will be asked to vote on a resolution that, if passed, would see Todd's £130,000 loan ranked second only to an existing charge over the club's assets taken by NatWest.
Todd revealed at a Q&A evening last year that he was one of the club's "ticking clocks" as it looked to pay back its debts – which now total more than £1.2million – upon the completion of Rigby's three-year plan in April 2015.
He said in a letter sent to shareholders and seen by the Chronicle that he would be unable to endorse the club accounts unless the charge was granted, plunging City into crisis when the next set are due in February 2014.
Rigby, who reiterated her message that a move away from Twerton remains City's only hope of a sustainable future, stressed that she was sympathetic to Todd's plight.
However, found herself in "a minority of one" when she discussed the issue with former board colleagues Todd, Andrew Pierce, Andy Weeks, Phil Weaver and Supporters' Society representative Shane Morgan last Thursday.
She said: "I have not reached this decision lightly, however there has been a breakdown in trust between the board and myself.
"Currently the board are recommending a course of action at the AGM which I believe puts the ground at risk because of the knock-on consequences of preferring one creditor over the others.
"Also, the proposal has not yet been sent to the Conference for scrutiny as part of our financial requirements for membership.
"It is against very strong legal advice.
"As a director with a duty of independent judgement, reasonable care, skill and diligence, I can not support a proposal I think is not proven to be in the best long-term interests of the club and has been advised against legally.
"Currently, the proposal jeopardises both the club's major asset and potentially its capacity to play football.
"I understand the personal reasons why other directors feel differently but can not agree with them, and strongly believe that shareholders should be made aware of all the legal advice I know has been given to the board, and the other possible ramifications, before a vote is contemplated."
Long-standing City fan Todd, who served as chairman between 2005 and 2011 following a spell as Steve Hall's vice-chairman, stepped in with his six-figure loan to help the Supporters' Society buy Keith Foster's 51 per cent shareholding and, in turn, save the club in 2001.
His letter to the shareholders read: "Twelve years after the buy-back, the time is nearing when my mortgage company will require me to redeem my interest-only mortgage.
"It is for this reason I have taken legal advice and have been advised that I must secure my loans by being granted a legal charge over the assets of BCFC.
"I am advised that without this I would not be able to enter into any discussion with a mortgage company in regard to adjusting or extending my mortgage terms.
"I am further advised that to avoid any legal compromise in the future, that if the charge is not granted then I should immediately declare myself unable to sign any further loan notes for the club's accounts, guaranteeing that I will not be demanding repayment of my loans during the next 12 months.
"If this should happen, the club's accountants, in the next set of audited accounts would have to declare that BCFC Ltd was no longer a "going concern" and would possible trading insolvently.
"To throw the club into chaos would be heartbreaking for me and everyone who has given so freely over recent years."
Todd – who is owed a total of £210,000 including interest – told the Chronicle he had no additional comment to make in response to Rigby's statement.
Rigby, a Liberal Democrat councillor for the Abbey ward, herself lent the club £163,000 after stepping in to help keep it afloat midway through a very costly two-year stay in Conference Premier.
She insisted she had no intention of holding the club to ransom despite her difference of opinion with the board – and had honoured her commitment to help make up the expected shortfall in the accounts this year.
"My resignation triggers full repayment of my loans, and that would cause a huge crisis for the club," she said.
"I have no wish at all to put the club in a precarious position, and as long as the terms and status of my loan are adhered to and protected, my agreement with the board is honoured, I will leave my money in to support the club until its final repayment date as agreed originally with other creditors.
"To support further, I have already put in all my director's contribution for this season to part fund players salaries and other costs.
"I wish the club every success, on and off the pitch, and look forward to seeing how the plan unfolds to make Bath City sustainable and successful into the future."
Rigby admitted that she was "hurting" after making what she called "absolutely the right decision" but said run-ins with both the Bath City Supporters' Society – the club's largest shareholder – and the Community Foundation over the past year had had little or no bearing on it.
She is particularly frustrated that she will not be able to lead the club away from its run-down home of more 80 years in Twerton and into a new venue elsewhere in Bath.
Rigby said: "I passionately believe that the only way to make the club sustainable in the future is to effect a sale of the existing ground to an organisation who will bring much benefit to Twerton, and to build a new stadium with a commercial partner, securing football, community assets and a separate income stream.
"Much progress has been made, but we are still a few months from putting that deal together to take to fans and shareholders.
"I have met and been supported by some wonderful, talented and generous people, and between us over the past two-and-a-half years, we have kept Bath City afloat, and started the process of change with a plan to pay back historical debt, and ensure the club is sustainable.
"I have made friends who will last a lifetime."
