Register No: 29190R
RULES
of
|
STAGS FANS UNITED
SOCIETY
|
LIMITED
Registered under the
Industrial
and Provident
Societies Acts 1965 - 78
The development of
the original Model Rules for a Supporters Community Mutual was promoted and
funded by the Co-operative Party with help and advice from Co-operatives UK,
Cobbetts Solicitors and Supporters Direct and their contribution is hereby
gratefully acknowledged
RULES
RULES
NAME AND DEFINITIONS
1.
The name of the Society is to
be Stags Fans United Society Limited and it is called “the Society” in the rest
of these Rules;
Mansfield Town Football Club is called “the Club”; and North
Nottinghamshire including the districts of Mansfield, Ashfield, Newark &
Sherwood, Bassetlaw and Bolsover is called “the Area”
INTERPRETATIONS
2.
In these Rules:
"the
Act" refers
to the Industrial and Provident Societies Act 1965 or any Act or Acts amending
or in substitution of it or them for the time being in force;
“Address”
means a postal
address or, for the purposes of electronic communication, a fax number, email
address or telephone number for receiving text messages;
"The
Society” means
the above-named society;
"The
Society Board" or "the Directors" means all those persons
appointed to perform the duties of Directors of the Society;
"Director"
means a
director of the Society and includes any person occupying the position of
Director, by whatever name called;
"Society
Board Meeting" includes, except where inconsistent with any legal obligation a physical
meeting, a meeting held by electronic means and a meeting held by telephone;
"Electronic
Means" shall
include email, video links and secure authenticated website transactions.
"Employee"
means anyone
over the age of 16 holding a contract of employment with the Society to perform
at least eight hours of work per week for the Society;
“Independent
Examination” means an independent examination of the Society’s
accounts which may only be carried out:
·
in accordance with guidance issued by
Supporters Direct; and
·
in years in which the Society has disapplied
the obligation to conduct an audit in accordance with section 4A of the Friendly
and Industrial and Provident Societies Act 1968 (the “1968 Act”).
For the avoidance of doubt, if the Society is
obliged under section 9A of the 1968 Act to produce an accountant’s report it
must do so even if it also carries out an Independent Examination for that year
of account.
"Member"
has the meaning
as detailed under ‘Membership’ in these Rules;
"Person" means, unless the context
requires otherwise, a natural person, unincorporated body, firm, partnership,
corporate body or any representative of an unincorporated body, firm,
partnership or corporate body;
"Registrar" means the Financial Services
Authority or any successor body in function;
"Rules"
means the Society’s
Rulebook;
"Writing"
means the representation or
reproduction of words, symbols or other information in a visible form by any
method or combination of methods, whether sent or supplied in electronic form
or otherwise;
3.
COMMUNITY
BENEFIT PURPOSE
The Society’s purpose is to be the vehicle through which a
healthy, balanced and constructive relationship between the Club and its
supporters and the communities it serves is encouraged and developed. The business of the Society is to be
conducted for the benefit of the community served by the Club and not for the
profit of its members.
4.
OBJECTS
The Society’s objects are to benefit the community by:
4.1
being the democratic and representative voice of
the supporters of the Club and strengthening the bonds between the Club and the
communities which it serves;
4.2
achieving the greatest possible supporter and
community influence in the running and ownership of the Club;
4.3
promoting responsible and constructive community
engagement by present and future members of the communities served by the Club
and encouraging the Club to do the same;
4.4
operating democratically, fairly, sustainably,
transparently and with financial responsibility and encouraging the Club to do
the same;
4.5
being a positive, inclusive and representative
organisation, open and accessible to all supporters of the Club regardless of
their age, income, ethnicity, gender, disability, sexuality or religious or
moral belief.
POWERS
5.
The Society may achieve these objects in whole
or in part through an interest or interests in companies or societies provided
that the objects of the companies or societies are consistent with the
Society’s objects. In particular, in pursuit of these objects (but not
otherwise) the Society may:
5.1
acquire an interest in or ownership of the Club;
5.2
secure democratic and accountable representation
on the Club’s Board;
5.3
take any other steps in relation to the Club
which enable it to exercise the greatest possible influence in the ownership,
governance and management of the Club.
6.
In order to achieve its objects the Society may
either itself or through a subsidiary company or society acting under its
control:
6.1
buy, sell and lease property;
6.2
borrow;
6.3
grant security over its property and assets;
6.4
establish promote and maintain for the purposes
of the Society any lawful fund raising scheme;
6.5
buy and hold shares in the Club;
6.6
hold and exercise proxies for shares in any
company owning or controlling the Club either itself or through a subsidiary;
6.7
promote means to give supporters greater
opportunity to invest in the Club;
6.8
award pensions, allowances, gratuities and
bonuses to past and present employees (including their dependants and people
connected with them) of:
6.8.1
the Society;
6.8.2
any predecessor of the Society; and
6.8.3
any subsidiary company or society of the
Society;
6.9
set up and maintain itself or with others trusts
funds or schemes (whether contributory or non-contributory) intended to provide
pension or other benefits for the people referred to in the preceding
sub-paragraph;
6.10 indemnify
or take out and maintain insurance for the benefit of people who are or were:
6.10.1
members of the Society Board; or
6.10.2
officers; or
6.10.3
employees; or
6.10.4
trustees of a pension fund
of the Society or any subsidiary company or society of the
Society against any liability which they may have as a result of their
involvement with the Society or its subsidiaries;
6.11 indemnify
or take out and maintain insurance for the benefit of people who are or were
elected or nominated by the Society to serve on the board of any company owning
or controlling the Club;
6.12 so
far as permitted by these Rules take out and maintain insurance against any
risks to which the Society may be exposed;
6.13 co-operate
with other supporters organisations, co-operatives and societies conducted for
the benefit of the community at local, national and international levels;
6.14 do
anything else which is necessary or expedient to achieve its objects.
APPLICATION OF SURPLUS
7.1
to maintain prudent reserves;
7.2
on expenditure to achieve the Society’s objects;
7.3
in paying interest on or repaying issued share
capital in accordance with the provisions of these Rules.
ASSET LOCK OPTION
8.
Restriction on use: Pursuant to regulations made
under section 1 of the Co-operatives and Community Benefit Societies Act 2003:
8.1
All of the society's assets are subject to a
restriction on their use.
8.2
The society must not use or deal with its assets
except:
8.2.1
where the use or dealing is, directly or
indirectly, for the purpose that is for the benefit of the community;
8.2.2
to pay a member of the society the value of his
withdrawable share capital or interest on such capital;
8.2.3
to make a payment pursuant under section 24
(proceedings on death or nominator), 25 (provision for intestacy) or 26
(payments in respect of mentally incapable persons) of the Industrial and
Provident Societies Act 1965;
8.2.4
to make a payment in accordance with the Rules
of the society to trustees of the property of bankrupt members or, in Scotland ,
members whose estate has been sequestrated;
8.2.5
where the society is to be dissolved or wound
up, to pay its creditors; or
8.2.6
to transfer its assets to one or more of the
following:
8.2.6.1
a prescribed community benefit society whose
assets have been made subject to a restriction on use and which will apply that
restriction to any assets so transferred;
8.2.6.2
a community interest company;
8.2.6.3
a registered social landlord which has a
restriction on the use of its assets which is equivalent to a restriction on
use and which will apply that restriction to any assets so transferred;
8.2.6.4
a charity (including a community benefit society
that is a charity) ;or
8.2.6.5
a body, established in Northern Ireland
or a State other than the United
Kingdom , that is equivalent to any of those
persons.
8.3
Any expression used in this Rule which is
defined for the purposes of regulations made under section 1 of the 2003 Act
shall have the meaning given by those regulations.]
MEMBERSHIP
9.
The members of the Society are the people whose
names are entered in the register of members. The first members are the people
who sign these Rules in applying for registration.
10.
Membership is open to any individual,
unincorporated body, firm, partnership
or corporate body who or which:
10.1 is
a supporter of the Club; or
10.2 has
an interest in the game of football in the Area and is in sympathy with the
objects of the Society; and
10.3 is
16 years of age or older;
10.4 agrees
to attend General Meetings and to take an active interest in the operation and
development of the Society and its business;
10.5 agrees
to respect commercial confidentiality in relation to business decisions of the
Society; and
10.6 agrees
to be bound by these Rules and by Rules 3 and 7
in particular.
The Society Board shall have power to refuse membership to
any person who does not in the opinion of the Society Board meet these
requirements.
11.
Every member holds one ordinary share in the
capital of the Society. No member may
hold more than one ordinary share in the Society either individually or jointly
12.
The Society Board will decide and issue a form
of application for membership. Members
are to pay an annual subscription of such reasonable sum as the Society Board
shall decide, the first payment to be made at the time of application for
membership. The sum of £1 from the first
payment shall be applied to purchase an ordinary share in the Society.
13.
The Society Board shall have the right to offer
a class of junior membership with or without payment to minors under the age of
16 but no person under the age of 16 shall be entitled to a share in the Society
or be entitled to vote at any general meeting of the Society.
14.
No person under the age of 16 may be an officer
of the Society.
15.
A corporate body or firm which is a member may
by resolution of its governing body appoint any person it thinks fit to be its
deputy and revoke such an appointment. A
copy of any such resolution signed by two members of the governing body and in
the case of a local authority by the authorised officer of the Council shall be
sent to the Secretary of the Society.
The deputy will be entitled to exercise all rights of membership on
behalf of the corporate body including seeking election as an officer and
speaking and voting at any general meeting.
References in these Rules to a member being present in person include
members which are corporate bodies being present through their deputy.
.
SHARES
16.
The Society has ordinary shares and may have
Capital Funding Shares in accordance with the provisions set out at Rule 21.
17.
The following provisions apply to shares in the
Society:
17.1 Shares
shall be withdrawable only in accordance with the provisions of these Rules;
17.2 Shares
shall not be transferable except on death or bankruptcy or with the consent of
the Society Board;
17.3 Application
for shares shall be made to the Board of the Society who shall allot to
members, upon their admission, the share or shares for which they have applied
provided that the total number of shares allotted to any member shall not
exceed the maximum shareholding permitted by these Rules or by law;
17.4 Shares
shall be paid for in full on allotment.
ORDINARY SHARE PROVISIONS
18.
The ordinary shares of the Society shall be of
the nominal value of £1.00.
19.
If a member ceases to be a member, the ordinary share
registered in the name of that member is to be cancelled and the amount
subscribed for the share is to become the property of the Society.
20.
Ordinary shares shall not be withdrawable and do
not carry any right to interest, dividend or bonus.
CAPITAL FUNDING SHARE PROVISIONS
21.1 Capital
Funding Shares shall not be withdrawable except with the consent of the Society
Board;
21.2 The
Society Board may specify a date or dates on which Capital Funding Shares may
be withdrawn and may make provision for the withdrawal of different issues of
shares on different dates;
21.3 The
Society Board may pay interest to holders of Capital Funding Shares as
compensation for the use of such funds, but the rate of interest shall be no
higher than the Society Board considers to be necessary to attract the funding
needed for the business of the Society and shall not in any event be higher
than 2% above clearing bank base rate from time to time. The rate may vary within these limits between
different issues of shares;
21.4 No
withdrawal of Capital Funding Shares or payment of interest on them shall be made
except from trading surpluses and any withdrawal or payment shall be at the
discretion of the Society Board having regard to the long term interests of the
Society, the need to maintain prudent reserves and the Society’s primary
commitment to community benefit;
21.5 Capital
Funding Shares may only be issued to members;
21.6 On
the solvent dissolution or winding up of the Society, holders of Capital
Funding Shares shall have no financial entitlement beyond payment of
outstanding interest and repayment of paid-up share capital.
REMOVAL OF MEMBERS
22.
A member shall cease to be a member if they:
22.1 fail
after written demand to pay their annual subscription;
22.2 die
(in the case of the individual);
22.3 cease
to exist (in the case of a body corporate);
22.4 are
the nominee of an unincorporated Society or firm which is wound up or
dissolved;
22.5 are
the nominee of an unincorporated organisation or firm which removes or replaces
them as its nominee;
22.6 are
not the holder of a fully paid up share;
22.7 are
expelled under these Rules; or
22.8 withdraw
from membership by giving at least one month’s written notice to the Secretary.
23.
A member may be expelled for conduct prejudicial
to the Society in accordance with any Disciplinary Policy adopted by the
Society (which is to comply with any guidance issued by Supporters Direct).
ORGANISATION
24.
The powers of the Society are to be exercised by
the members and the Board of the Society in the way set out in the Rules which
follow.
RIGHTS AND POWERS OF MEMBERS
25.
The members have the rights and powers available
to them under the law relating to Community Benefit Societies and are to decide
in particular the issues specifically reserved to them by these Rules.
26.
The members may by a resolution carried by not
less than two-thirds of the members voting at a general meeting but not
otherwise give directions to the Society Board.
A member wishing to propose a members’ resolution for consideration at a
general meeting shall give notice in writing to the Secretary of such wish, and
of the justification for, form and content of the resolution, not later than
noon 28 days before that meeting is to be held. The following provisions apply to any
directions given:
26.1 any
direction must:
26.1.1
be consistent with these Rules and with the
Society’s contractual, statutory and other legal obligations; and
26.1.2
not affect the powers and responsibilities of
the Society Board under Rule 27.
26.2 Any
person who deals with the Society in good faith and is not aware that a
direction has been given may deal with the Society on the basis that no
direction has been given.
DUTIES AND POWERS OF BOARD OF DIRECTORS
27.1 may
exercise all the Society’s powers which are not required by these Rules or by
statute to be exercised by the Society in general meeting;
27.2 may
delegate any of its powers to committees consisting of such of its own number
(and others, provided that Society Board members remain in a majority on such
committees) as it thinks fit who shall,
in the function entrusted to them, conform in all respects to the instruction
given to them by the Society Board. The
following provisions apply to any such delegation:
27.2.1
any delegation may be revoked and its terms may
be varied;
27.2.2
the proceedings of any sub-committee shall be
governed by the rules regulating the proceedings of the Society Board so far as
they are capable of applying;
27.3 shall
determine from time to time the categories of transaction which require the approval
of the Society Board
27.4 shall
approve the use of the Society’s seal (if any).
GENERAL MEETINGS
28.
The Society shall, within six months of the end
of the financial year, hold a general meeting of the Members as its annual
general meeting and shall specify the meeting as such in the notices calling
it. The first annual general meeting may
be called by the Society Board at any time within this period. The Society is to ensure that all general
meetings are accessible so as to encourage participation in them by
members. All general meetings are to be
held in accordance with the Society’s Standing Orders for General Meetings,
which shall be determined by the Board of Directors and must comply with any
guidance issued by Supporters Direct.
29.
The business of an annual general meeting shall
normally comprise, where appropriate:
29.1 the
receipt of the accounts and balance sheet and of the reports of the Society
Board and auditor (if any);
29.2 the
appointment of an auditor, if required;
29.3 the
election of the Society Board or the results of the election if held previously
by ballot;
29.4 the
audit of any other aspect of the performance of the Society;
29.5 the
application of surplus; and
29.6 the
transaction of any other business included in the notice convening the meeting.
The business of any general meeting shall comprise:
29.7
consideration
of any member’s resolution, notice of which has been given to the Secretary in
accordance with Rule 26;
29.8
consideration of any resolution proposed by the Board; and
29.9 consideration of any other business relating
to the affairs of the Society which any member or the Board may wish to raise
but no resolution may be put to the vote of the meeting under this item.
30.
All general meetings other than annual general
meetings are called special general meetings.
31.
The Secretary, at the request of the Board of
Directors may convene a general meeting of the Society. The purpose of the
general meeting shall be stated in the application and notice of the meeting.
32.
The Board of Directors upon an application by
not less than 20 members or 5% of the membership, whichever is the greater,
delivered to the Society’s registered office, shall convene a general meeting.
The purpose of the special general meeting shall be stated in the application
and notice of the meeting. No business other than that stated in the notice of
the meeting shall be conducted at the meeting.
33.
A special general meeting called in response to
a members’ requisition must be held within 28 days of the date on which the
requisition is delivered to the registered office. The meeting is not to transact any business
other than that set out in the requisition and the notice convening the
meeting.
34.
If, within one month from the date of the
receipt of the application, the Society Board have not convened a special
general meeting, any three Members of the Society acting on behalf of the
signatories to the application may convene a special general meeting, and shall
be reimbursed by the Society for any costs incurred in convening such a
meeting.
35.
Notice of a general meeting is to be given
either:
35.1 in
writing; or
35.2 where
a member has agreed to receive notice in this way, by such electronic means as
the Society Board shall decide
at least 14 clear days before the date of the meeting. The notice must:
35.2.1
be given to all members and to the members of
the Society Board and to the auditors
(if any);
35.2.2
state whether the meeting is an annual or
special general meeting;
35.2.3
give the time, date and place of the meeting;
and
35.2.4
indicate the business to be dealt with at the
meeting.
36.
Any notice to a member may be given either:
36.1 personally;
or
36.2 by
sending it by post in a prepaid envelope addressed to the member at their
registered address; or
36.3 by
leaving it at that address; or
36.4 (if
a register of e-mail addresses is maintained by the Society and the member has
notified the Society of an e-mail address) by e-mail to their registered e-mail
address.
Notices or communications sent by first class post to members
at their registered address are deemed to have been duly served 48 hours
(excluding Sundays) after being posted.
Proof that an envelope containing a notice was properly addressed,
prepaid and posted shall be conclusive evidence that the notice was given. The proceedings at a general meeting are not
invalid if:
36.4.1
there has been an accidental omission to send a
notice to a member or members; or
36.4.2
the notice is not received by a member or
members.
37.
A member present either in person or by proxy at
any meeting of the Society shall be deemed to have received notice of the
meeting and, where requisite, of the purposes for which it was called.
38.
Before a general meeting can do business there
must be a quorum present. Except where
these Rules say otherwise a quorum is 20 members or 5% of the members entitled
to vote at the meeting whichever is lower.
39.
The Society Board may decide where a general
meeting is to be held.
40.
If the Society has appointed an auditor in
accordance with these Rules they shall be entitled to attend general meetings
of the Society and to receive all notices of and communications relating to any
general meeting which any Member of the Society is entitled to receive. The
auditor shall be entitled to be heard at any meeting on any part of the
business of the meeting which is of proper concern to an auditor.
41.
The Chair shall facilitate general meetings. If
he or she is absent or unwilling to act at the time any meeting proceeds to
business then another Society Board member shall facilitate the meeting. If no other Society Board member is present
or willing to act, the members present shall choose either one of their number
or an independent person recommended by the Society Board to be the Chair for
that meeting. If a quorum is not present
within half an hour of the time the general meeting was due to commence, or if
during a meeting a quorum ceases to be present, the Chair must adjourn the
meeting for at least 7 days. If within half an hour of the time the adjourned
meeting was due to commence a quorum is not present, the Members present shall
constitute a quorum.
42.
The Chair of a general meeting may adjourn the
meeting whilst a quorum is present if:
42.1 The
meeting consents to that adjournment; or
42.2 It
appears to the Chair that an adjournment is necessary to protect the safety of
any persons attending the meeting or to ensure that the business of the meeting
is conducted in an orderly manner.
43.
When adjourning a meeting the Chair must specify
the date, time and place to which it will stand adjourned or that the meeting
is to continue at a date, time and place to be fixed by the Society Board.
44.
If the meeting is adjourned for 14 days or more,
at least 7 clear days’ notice of the adjourned meeting shall be given in the
same manner as the notice of the original meeting.
45.
No business shall be transacted at an adjourned
meeting other than business which could properly have been transacted at the
meeting if the adjournment had not taken place.
46.
Each Member shall have one vote on any question
to be decided in general meeting.
47.
A resolution put to the vote at a general
meeting shall be decided on a show of hands unless a paper poll is demanded in
accordance with these Rules. Unless a paper poll is demanded, a declaration by
the Chair that a resolution has on a show of hands been carried or lost
recorded in the minutes of the proceedings of the general meeting shall be
conclusive evidence of the fact without proof of the number or proportions of
the votes recorded in favour or against such resolution.
48.
In the case of an equality of votes, whether on
a show of hands or a poll, the Chair shall not have a second or casting vote
and the resolution shall be deemed to have been lost.
RESOLUTIONS
49.
Decisions at general meetings shall be made by
passing resolutions:
49.1 The
following decisions must be made by extraordinary resolution:
49.1.1
Any amendment to the Society's Rules;
49.1.2
The decision to wind up the Society.
49.2 All
other decisions shall be made by ordinary resolution.
50.
An extraordinary resolution is one passed by a
majority of not less than 75% of votes cast at a general meeting and an
ordinary resolution is one passed by a simple majority (51%) of votes cast.
51.
Resolutions may be passed at general meetings or
by written resolution. A written resolution may consist of several identical
documents signed by one or more Members.
52.
A proxy may be appointed and the appointment may
instruct the proxy to vote in a particular way or as he or she thinks fit. A proxy is to be appointed as follows:
52.1 in
writing;
52.2 in
any usual form or any other form which the Society Board may approve;
52.3 under
the hand of the appointor or of their attorney duly authorised in writing; and
52.4 by
depositing the appointment document at the registered office of the Society or
at such other place within the United
Kingdom as the Society shall specify not
less than two clear days before the day fixed for the meeting at which the
proxy is authorised to vote. Where the appointment document is exercised by an
attorney on behalf of the appointor the authority under which it is executed or
a copy of such authority certified notarially or in some other way approved by
the Society Board is to be lodged with the appointment document.
52.5 If
this procedure is not followed the appointment of the proxy will be invalid.
53.
The following further rules apply to proxies.
53.1 No
person other than the Chair of the meeting can act as proxy for more than 3
members.
53.2 Any
question as to the validity of a proxy is to be determined by the Chair of the
meeting whose decision is to be final.
53.3 A
proxy need not be a member of the Society.
54.
A vote given or poll demanded by proxy or by the
duly authorised deputy of a corporate body, shall be valid unless notice of
termination of the authority is received by the Society at the registered
office or at any other place at which the instrument of proxy was duly
deposited before the commencement of the meeting or adjourned meeting at which
the vote is given or the poll demanded.
55.
No objection shall be raised to the
qualification of any voter except at the meeting or adjourned meeting at which
the vote objected to is tendered. Any
objection made in due time about any vote whether tendered personally or by
proxy is to be determined by the Chair of the meeting, whose decision is to be
final. Every vote not disallowed at the
meeting will be valid.
POSTAL BALLOTS
56.
Where:
56.1 the
Society Board considers that a significant issue has arisen which should be
determined by the members of the Society the issue shall be determined by a
postal ballot of the members of the Society conducted in accordance with such
procedure as the Society Board shall determine subject to the following
principles:
56.1.1
Notice of the ballot shall be given to each
member of the Society in the same way as notice of a meeting is to be given;
56.1.2
The notice must set out clearly the issue to be
decided;
56.1.3
Sufficient information must be provided to
members to enable an informed decision to be made; and
56.1.4
The date by which voting papers are to be
returned must be clearly stated.
56.2 In
any case where a postal ballot is appropriate the Society Board may make such
provision as it thinks fit to permit notice of the ballot to be given and
voting to be conducted by electronic means.
CONSTITUTION OF BOARD
57.
The Society shall have a Board of Directors
comprising not less than 6 and not more than 13 persons.
58.
The initial Directors of the Society from
registration until the first Annual General Meeting shall be appointed by the
members on whose application the Society is registered.
59.
Only Members of the Society who are aged 16
years or more may serve on the Board of Directors.
60.
Elected directors shall be elected only in
accordance with the Election Policy adopted by the Society.
61.
Members of the Board of Directors will normally
serve for periods of two years, according to the Society’s Board Membership and
Conduct Policy.
62.
At the first Annual General Meeting all members
of the Board of Directors shall stand down. A retiring Society Board member
shall be eligible for re-election.
63.
At the annual general meetings following the
first annual general meeting of the Society half of the members of the Society
Board first elected by the members (to be chosen by lot) will resign from
office. Thereafter the half of the members of the Society Board elected by the
members who have served the longest at the date of the annual general meeting
each year will resign. If at any time there is an uneven number of elected
directors, the Society Board shall decide the number of elected directors to
resign in accordance with this Rule, which shall be approximately half of the
total number.
64.
New Directors shall be elected in accordance
with the Society’s Election Policy including by authenticated electronic means
and postal ballot. The Society’s
Election Policy is to comply with any guidance issued by Supporters Direct.
65.
The Society Board may at any time co-opt any
Member of the Society or the representative of an organisation which is a
Member to fill a casual vacancy in the Board of Directors, provided that at no
time shall more than one-third of the members of the Society Board be co-opted
members. A casual vacancy shall be deemed to exist if the number of Directors
should drop below the minimum prescribed in these Rules or below the number
elected at the preceding Annual General Meeting.
66.
The Society Board may co-opt up to two external
Directors to the Society Board in addition to the number of Directors specified
in these Rules provided that at all times the total number of external
directors and Members co-opted under Rule 65 shall be in the minority. A
Director co-opted in accordance with this rule shall serve for a fixed period
determined by the Society Board at the time of co-option, subject to a review
at least every twelve months, may be removed from office at any time by a
resolution passed by a majority of the members of the Society Board, and may be
remunerated in an amount (to be disclosed in the published accounts) from time
to time, as fixed by the Society Board. External Directors shall be selected by
virtue of their specialist skills and experience considered to be of benefit to
the Society.
67.
In the event that the size of the Society Board
should drop below the minimum number of members prescribed in these Rules, the
Directors may act to increase their number or to call a General Meeting of the
Society, but for no other purpose.
68.
The Society Board shall ensure that the business
of the Society is conducted in accordance with these Rules and with the
interests of the community and in accordance with any bye-laws, policies or
procedures adopted by the Society.
BOARD MEETINGS
69.
Any two Directors may, and the Secretary on the
requisition of a Director shall, call a meeting of the Board of Directors by
giving reasonable notice of the meeting to all Directors. Notice of any meeting
of the Board of Directors must indicate the date, time and place of the meeting
and, if the directors participating in the meeting will not be in the same
place, how they will communicate with each other
70.
The Board of Directors may meet together for the
despatch of business, adjourn and otherwise regulate their meetings as they
think fit. All Board meetings are to be
held in accordance with the Society’s Standing Orders for Board Meetings, which
shall be determined by the Board of Directors and must comply with any guidance
issued by Supporters Direct.
71.
A Director is able to exercise the right to
speak at a meeting of the Board of Directors and is deemed to be in attendance
when that person is in a position to communicate to all those attending the
meeting. The Directors may make whatever arrangements they consider appropriate
to enable those attending a meeting of the Board of Directors to exercise their
rights to speak or vote at it including by electronic means. In determining
attendance at a meeting of the Board of Directors, it is immaterial whether any
two or more Directors attending are in the same place as each other.
72.
Questions arising at any meetings shall be
decided by a majority of votes cast.
For the avoidance of doubt, abstentions are not to be classed as votes
cast. In the case of an equality of
votes the Chair shall have a casting vote.
73.
A written resolution, circulated to all
Directors and signed by a simple majority (51%) of Directors, shall be valid
and effective as if it had been passed at a Society Board meeting duly convened
and held. A written resolution may consist of several identical documents
signed by one or more Directors.
74.
The Board of Directors may, at its discretion,
invite other persons to attend its meetings with or without speaking rights and
without voting rights. Such attendees will not count toward the quorum.
QUORUM
75.
The quorum necessary for the transaction of
business at a meeting of the Board of Directors shall be 50% of the Directors
or 3 Elected Directors, whichever is the greater.
76.
If at any time the total number of Directors in
office is less than the quorum required, the Directors must not take any
decisions other than to appoint further Directors or to call a general meeting
so as to enable the Members to appoint further Directors.
CHAIR
77.
The Chair shall facilitate meetings of the Board
of Directors. If he or she is absent or unwilling to act at the time any
meeting proceeds to business then the Directors present shall choose one of
their number to be the Chair for that meeting. The appointment of a Chair shall
be an item of business at the meeting.
DECLARATION OF
INTEREST
78.
A Director shall declare an interest in any
contract or matter in which s/he has a personal, material or financial interest
in accordance with the Society’s Board Membership and Conduct Policy.
EXPENSES
79.
The Society may pay any reasonable expenses in
accordance with the Society’s Board Membership and Conduct Policy.
TERMINATION OF A
DIRECTOR’S APPOINTMENT
80.
A person ceases to be a Director of the Society
as soon as one of the matters listed in the Board Membership and Conduct Policy
as bringing a directorship to an end applies.
OFFICERS
81.
The Society Board shall elect from among their
own number a Chair, treasurer and such other Officers as they may from time to
time decide in accordance with the Society’s Board Membership and Conduct
Policy. These Officers shall have such duties and rights as may be bestowed on
them by the Society Board or by statute and any officer appointed may be
removed by the Society Board.
SECRETARY
82.
The Board of Directors shall appoint a Secretary
of the Society for such term at such remuneration and upon such conditions as
they think fit. Any Secretary so appointed may be removed by them. A provision
of the Act or these Rules requiring or authorising a thing to be done by or to
a Society Board member and the Secretary shall not be satisfied by its being
done by or to the same person acting in both capacities.
COMMITTEES OF THE BOARD
83.
The Society Board may delegate any of its powers
to committees of the Society Board and in particular may appoint a sealing
committee.
84.
The Society Board will:
84.1 decide
the membership of each committee;
84.2 appoint
the Chair of each committee;
84.3 lay
down the procedure to be adopted by each committee (including the quorum);
84.4 produce
a written record of the scope and authority of each committee.
FINANCIAL AUDIT
85.
The Society Board will in respect of each year
of account ending on 31st December:
85.1 cause
to be prepared a revenue account or revenue accounts which:
85.1.1
deal with the affairs of the Society and any
subsidiary company or society as a whole for that year; and
85.1.2
give a true and fair view of the income and
expenditure of the Society and any subsidiary company or society for that year;
85.2 cause
to be prepared a balance sheet giving at that date a true and fair view of the
state of the affairs of the Society and any subsidiary company or society.
85.3 in
any year of account the Society shall not be required to appoint auditors if it
is exempt under the 1968 Act and has disapplied the obligation to do so in
accordance with the 1968 Act.
85.4 in
any such year, an Independent Examination shall be carried out and all
references in Rules 29, 35, 40, 86, 87 and 90 to “auditor(s)” and “audited”
shall be read as “Independent Examiner” and “Independently Examined”
respectively and Rules 88, 89, 91 and 92 shall not apply.
85.5 for
the first year of account, provided the Society is exempt from the requirement
to appoint auditors in accordance with the 1968 Act, the Society Board may
resolve, by a majority of at least three-quarters, to disapply the obligations
to do so in accordance with the Act.
85.6 for
the first year of account, where the Society Board has disapplied the
obligation to appoint auditors in 84.5 above, this decision must be ratified by
the members so resolving by the appropriate margins laid down under the 1968
Act at the First Annual General Meeting.
Should the resolution to ratify not be passed, then auditors must be
appointed and the first Annual General Meeting adjourned until the earliest
practicable date at which audited accounts can be presented.
85.7 for
any year of account after the first, any decision to disapply the requirement
for audit must be passed by the appropriate margins laid down under the 1968
Act at the Annual General Meeting prior to the Annual General Meeting at which
the accounts for the year in question are to be laid before members.
85.8
no decision to disapply shall be valid if the
accounts laid before the Annual General Meeting at which the decision is being
taken indicate that the turnover of the Society in that financial year is
higher than the specified threshold for audit exemption in the Supporters
Direct Membership Policy, should such exemption be allowed under that policy.
86.
The Board is to lay a revenue account and balance sheet duly audited and
signed by the auditor and incorporating the report of the auditor thereon, (if
an audit is required) before each annual general meeting, accompanied by a
report by the Board on the position of the affairs of the Society and any
subsidiary or holding company or society signed by the Chair of the Board
meeting at which the report is adopted.
87.
The Society Board is not to cause to be
published any balance sheet unless it has previously been audited by the
auditor and it incorporates a report by the auditor that it gives a true and
fair view of the income and expenditure, or the state of the affairs of the
Society, as the case may be. Every
revenue account and balance sheet published is to be signed by the Secretary
and by two Society Board members acting on behalf of the Society Board.
88.
Subject to Rule 85.4, a qualified auditor must
be appointed to audit the Society’s accounts and a balance sheet for each
financial year. In this Rule “qualified
auditor” means a person who is a qualified auditor under Section 7 of the
Friendly and Industrial and Provident Societies Act 1968 and Section 25 of the
Companies Act 1989.
89.
Subject to Rule 85.4, the auditor shall, in
accordance with Section 9 of the Friendly and Industrial and Provident
Societies Act 1968, make a report to the Society on the accounts examined by
them and on the revenue account or accounts and the balance sheet of the
Society for the year in question.
90.
None of the following persons is to be appointed
as auditor of the Society:
90.1 an
officer or servant of the Society; or
90.2 a
person who is a partner or close relative of or in the employment of or who
employs an officer or servant of the Society.
91.
Subject to Rule 85.4, the first appointment of
an auditor shall be made within three months of the registration of the Society
and shall be made by the Society Board if no General Meeting is held within
that time. The Society Board may appoint an auditor to fill a casual vacancy
occurring between General Meetings. Except as specified in these cases, every
appointment of an auditor shall be made by a resolution of a General Meeting of
the Society.
92.
Subject to Rule 85.4, an auditor for the
preceding financial year shall be re-appointed as auditor of the Society for
the current financial year unless:
92.1 a
resolution has been passed at a General Meeting appointing someone else as
auditor or providing expressly that s/he shall not be re-appointed; or
92.2 s/he
has given notice in writing to the Society of her/his unwillingness to be
re-appointed; or
92.3 s/he
is ineligible for appointment as auditor of the Society for the current
financial year; or
92.4 s/he
has ceased to act as auditor of the Society by reason of incapacity.
93.
Any resolution of a General Meeting of the
Society either to remove an auditor from office or to appoint another person as
auditor shall not be effective unless notice of the proposed resolution has
been given to the Society at least twenty-eight days prior to the meeting at
which the resolution is to be considered. At least fourteen days' notice of
such resolution must then be given to Members of the Society in the manner
prescribed in these Rules and in writing to the auditors.
PERFORMANCE AUDIT
94.
A general meeting of the Society may require the
Society Board to appoint appropriate people to act as auditors of the
achievement by the Society of its objects or any aspect of the Society’s
performance of its obligations under these Rules.
ANNUAL RETURNS
95.
The Society will make an annual return to the
Registrar as required by the Act.
96.
The Society will supply a copy of the last
annual return with all supporting documents to any member on request and
without charge.
AMENDMENT TO RULES
97.
Unless these Rules say otherwise any Rule may be
altered or rescinded, or any new rule may be made, by extraordinary resolution. No change to these Rules shall be valid until
registered.
98.
In the case of this Rule, Rule 3, and Rule 7 the quorum at any general meeting called to consider a
resolution to amend shall be not less than one half of the members entitled to
vote at the meeting if the Society has up to 200 members when the meeting is
called; not less than one third of the members entitled to vote at the meeting
if the Society has more than 200 but less than 1000 members when the meeting is
called; and not less than one quarter of the members entitled to vote at the
meeting if the Society has more than 1000 members when the meeting is called. Rule 8 may not be
amended or rescinded.
CHANGES TO THE
CONSTITUTION
99.1 amalgamate
with another society or a company registered under the Companies Acts
99.2 transfer
its engagements to another society or a company registered under the Companies
Acts
99.3 convert
itself into a company registered under the Companies Acts
The quorum at any general meeting called to consider such a
resolution shall be 50% of the members entitled to attend and vote at the
meeting unless the resolution proposes an amalgamation with or transfer of engagements
to another industrial and provident society trading for the benefit of the
community and having provisions in its rules substantially identical to Rule 3,
Rule 7,
Rule 8 and this Rule.
INVESTMENT AND BORROWING
100. The
funds of the Society may, to the extent permitted by the law for the time being
in force and with the authority of the Society Board, be invested:
100.1 in
the shares of any company or society;
100.2 in
any manner expressly authorised by the Act;
but are not to be invested otherwise.
101. The Society may borrow money on such terms
as the Society Board shall authorise save that any borrowing that would require
a significant proportion of the society's turnover to be apportioned to
repaying such borrowing, or that would use the assets of the society (and/or
any subsidiaries) as security for such borrowing, shall require the approval of
the society in general meeting.
102. A
duly appointed receiver or manager of the whole or part of the Society’s
property may assume such powers of the Society Board as he or she considers
necessary to carry out his or her duties under the instrument of appointment.
DISSOLUTION
103. The
Society may be dissolved by the consent of three-quarters of the members who
sign an instrument of dissolution in the form provided by the Registrar or by
winding-up in the manner provided by the Act.
104.1 a
sporting charity or sporting charities operating in the Area; and/or
104.2 one
or more societies established for the benefit of the community operating in the
Area; and/or
104.3 one
or more societies established for the benefit of the community
in each case as determined by the members at a meeting called
to decide the issue. Nothing belonging
to the Society shall be transferred to any other society unless that society
has in its rules a rule substantially in the terms of this Rule.
INDEMNITY
105. Subject
to the following rule, any Director or former Director of the Society may be
indemnified out of the Society’s assets against:
105.1 Any
liability incurred by that Director in connection with any negligence, default,
breach of duty or breach of trust in relation to the Society;
105.2 Any
liability incurred by that Director in connection with the activities of the
Society in its capacity as a trustee of an occupational pension scheme;
105.3 Any
other liability incurred by that Director as an officer of the Society.
106. The
above Rule does not authorise any indemnity which would be prohibited or
rendered void by any provision of law.
107. The
Society Board may decide to purchase and maintain insurance, at the expense of
the Society, for the benefit of any Director or former Director of the Society
in respect of any loss or liability which has been or may be incurred by such a
Director in connection with their duties or powers in relation to the Society
or any pension fund or employees’ share scheme (if established) of the Society.
MISCELLANEOUS ADMINISTRATIVE PROVISIONS
108. The
Society Board may make or adopt bye-laws, policies or procedures for the
conduct of the Society’s business and may where it considers it to be necessary
or appropriate arrange for them to be ratified by members in general
meeting. Details of all bye-laws,
policies and procedures in force shall be made available to members.
109. Anything
done in good faith by any meeting of the Society Board shall be valid,
notwithstanding that it is afterwards discovered that there was any defect in
the appointment of any board member or board members or that any one or more of
them were disqualified and shall be as valid as if every board member had been
duly appointed and was duly qualified to serve.
110. The
Society will not be entitled to rely against other persons on any amendment to
its Rules if the amendment had not been registered at the material time and the
fact that the amendment had not been registered is not shown by the Society to
have been known at that time to the person concerned.
111. The
Society shall ensure that minutes are kept of all:
111.1 Proceedings
at meetings of the Society; and
111.2 Proceedings
at meetings of the Board of Directors and its sub-committees which include
names of the Directors present, decisions made and the reasons for those
decisions.
111.3 Minutes
of meetings will be read at the next meeting and signed by the Chair of that
meeting. The signed minutes will be
conclusive evidence of the events of the meeting.
112. If
the Society has a seal it shall be kept in the custody of the Secretary and
used only by the authority of the Society Board. Sealing shall be attested by
the signature of two Members of the Society Board or of one Member of the Society
Board and the Secretary for the time being. If the Society does not have seal,
a document which would have previously required to be sealed, should be signed
by a Director and secretary or two Directors and accompanied by a written
statement that the document has been executed by the society as if under common
seal.
113. The
Society’s registered office is at 4 Yew Tree Close, Gamston, Retford, Notts , DN22
0FZ
113.1 a
register in which the Secretary is to enter the following particulars:
113.1.1
the names and addresses of the members;
113.1.2
details of the share held by each member and of
the amount paid or agreed to be considered as paid for that share;
113.1.3
a statement of other property in the Society
whether in loans or loan stock held by each member;
113.1.4
the date at which each person was entered in the
register as a member and the date at which any person ceased to be a member;
113.1.5
details of any deputy appointed by any corporate
member;
113.1.6
the names and addresses of the members of the
Society Board with the offices held by them and the dates on which they assumed
office.
113.2 a
duplicate register in which the Secretary is to enter all the particulars in
the original register of members other than those referred to in 113.1.2 and
113.1.3 above;
113.3 a
register of the holders of loan stock in which the Secretary is to enter such
particulars as the Society Board direct and register all transfers of loan
stock;
113.4 a
register in which the Secretary is to enter such particulars of all mortgages
and charges on land of the Society as the Society Board directs.
114. Subject
to the provisions of the Data Protection Act the registers to be maintained by
the Society may be kept in electronic form.
The Society is to comply with any guidance issued by Supporters Direct
in relation to the maintenance of records.
115. The
inclusion or omission of the name of any person from the original register of
members shall, in the absence of evidence to the contrary, be conclusive
evidence that such person is or is not a member of the Society.
116. The
Society is to keep proper books of account with respect to its transactions and
to its assets and liabilities in accordance with Sections 1 and 2 of the
Friendly and Industrial and Provident Societies Act 1968.
117. Members
are entitled to inspect:
117.1 their
own account
117.2 the
duplicate register
at the registered office at any reasonable time.
118. The
Secretary is to deliver a copy of these Rules to every person on demand on
payment of an amount fixed by the Society Board subject to the statutory
maximum.
119. No
change in the address of the registered office is valid until registered by the
Registrar. The Secretary shall notify the
Registrar in the form prescribed.
120. The
registered name of the Society is to be engraved in legible characters on its
seal if it has one.
121. The
registered name of the Society is to be displayed on the outside of the registered
office and every other office or place in which the business of the Society is
carried on. The registered name of the
Society is also to be mentioned in legible characters in all:
121.1 business
letters, notices, advertisements and other official publications
121.2 bills
of exchange, promissory notes, endorsements, cheques and orders for money or
goods purporting to be signed by or on behalf of the Society
121.3 bills,
invoices, receipts and letters of credit of the Society.
122. The
Society is registered under the Industrial and Provident Societies Acts 1965-78
(referred to as “the Act” in these Rules).
Any references to the Act include reference to any statutory
re-enactment and/or modification.
123. For the avoidance of doubt the Society shall
not engage in any activity by virtue of any of these Rules that would require a
permission from the Financial Services Authority (or any body that succeeds its
function) to carry on that regulated activity without first having applied for
and obtained such permission.
DISPUTES
124. Every
unresolved dispute which arises out of these Rules between the Society and:
124.1 a
member; or
124.2 any
person aggrieved who has ceased to be a member within the six months prior to
the date of the dispute; or
124.3 any
person claiming through such member or person aggrieved; or
124.4 any
person bringing a claim under the Rules of the Society; or
124.5 an
officer of the Society
is to be submitted to an arbitrator agreed by the parties or
nominated by the Chief Executive (or equivalent) of Supporters Direct. The arbitrator’s decision will be binding and
conclusive on all parties.
125. Any
person bringing a dispute must deposit with the Society the sum of £500 or such
other reasonable sum as the Society Board shall decide. The arbitrator will decide how the costs of
the arbitration will be paid and what should be done with the deposit.
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