Model Rules for a Football Community Mutual - Kevin Jaquiss

TABLE OF CONTENTS

Preface
Introduction
Name & Definitions
Objects
Powers
Application of Profits
Membership
Shares
Removal of Members
Organisation
Rights and Powers of Members
Duties and Powers of Society Board
Duties and Powers of Chief Executive and Executive Board
Secretary
General Meetings
Postal Ballots
Constitution of Society Board
Society Board Meetings
Committees of the Society Board
Constitution of the Executive Board
Financial Audit
Performance Audit
Annual Returns
Amendment to Rules
Changes to the Constitution
Investment and Borrowing
Dissolution
Indemnity
Miscellaneous
Administrative Provisions
Disputes

Preface

by Jonathan Michie

Sainsbury Professor of Management, Birkbeck, University of London

In the late 1990s, the exploitation of the game of football appeared unstoppable. Despite the influx of TV monies, ticket prices continued to rise faster than inflation in contravention of the Taylor Report, which had made clear that the move to all-seater stadia should not be used as an excuse to raise ticket prices excessively. Clubs had been launching on the stock exchange, unlocking vast fortunes for a few individuals who were in effect carpet bagging on the value built up over decades of support for the clubs from the fans. The next logical step appeared to be for the biggest media tycoon to buy up the leading ‘brand’, namely Manchester United. At the same time, the collective TV deal was set to give way to a free-for-all in which those that already had most would be given yet more and what little redistribution of monies had survived would be brought to an end.

This was the context in which a conference was convened at Birkbeck in February 1999 to consider what might be done to halt this commercial juggernaut. The resulting book, A Game of Two Halves? The Business of Football, set out an alternative vision for the ownership and control of the game.1 At the July 1999 conference that launched the book, Kevin Jaquiss of Cobbetts solicitors set out a legal structure that could make this vision a reality.2

As one of the reviewers of A Game of Two Halves? wrote, the supporters were finally fighting back: ‘a line had been drawn in the sand’. In the meantime, BSkyB’s attempt to buy Manchester United had failed, as had the Office of Fair Trading’s attempt to break the collective bargaining over TV rights. The third report of the Football Task Force had been unanimously agreed, backing the idea of supporter trusts at football clubs.3

The Co-operative Party published a pamphlet urging the mutualisation of football clubs.4 And in his Labour Party Conference speech, the then Secretary of State for Culture, Media and Sport announced that a new initiative would be launched to give practical assistance to supporters who wanted to play a responsible role in the future of their clubs.

But supporters of Crystal Palace could not wait for the resulting organisation, Supporters Direct, to be launched by the Rt Hon Chris Smith MP the following year. They needed to step in to try to save their club, which appeared otherwise in danger of going to the wall. They succeeded in raising over a million pounds in a short space of time. But in addition to cash, they needed an organisational structure both for their own efforts and for the dub itself should they succeed in rescuing it. It was clear that a legal model would in any case need to be devised for the new Supporters Direct organisation to provide to supporter groups including those who succeeded in taking over their clubs and running them truly as clubs. The Co-operative Union, Birkbeck College and Cobbetts solicitors therefore collaborated in drawing up such a structure, with the legal rules being written by Kevin Jaquiss. We are grateful to the Co-operative Union and the British Academy for having funded that project and also to Kevin for working so enthusiastically on it.

Introduction

by Kevin Jaquiss

Cobbetts Solicitors

When I was asked, some years ago, to give advice to a retail co-operative society, I had no idea what an Industrial & Provident Society was. I certainly did not know that most ‘co-ops’ and most housing associations use this structure. Huge chunks of our economy, and vast numbers of our houses, are owned and run by organisations fundamentally different from the companies we are all familiar with.

I was fumbling to the conclusion that the Industrial & Provident Society model might have wider application when, rather to my surprise, the group of people who were seeking to save Crystal Palace from financial win came to me clutching Ian Snaith’s textbook on Industrial & Provident Society Law and saying they thought they wanted one. It turned out that they were right and the Industrial & Provident Society model has now been used many times by groups of supporters advised by Supporters Direct.

The Model Rules that are published here were produced as a collaborative effort between Cobbetts, Birkbeck College, and the Co-operative Union, along with the pioneering groups of supporters who first set up the new wave of supporters trusts. I am very pleased to acknowledge the good sense and healthy scepticism of people who took time to read the Rules carefully and make suggestions. I should also say that these Model Rules are very much work in progress and that we will continue to make improvements based on the experiences and suggestions of the supporters groups we deal with.

I hope that the Model Rules speak for themselves –certainly, the requests for clarification from supporters’ groups are running at a remarkably low level. I do, however, want to identify a small number of key features that make this Industrial & Provident Society Model so effective:

1.
  		 There is an explicit commitment in the constitution to community benefit. This commitment is protected by the registration process - it is the basis upon which registration is possible and the Registrar of Friendly Societies will not therefore permit any change to this basic principle.
2.
  		 The Registrar also regards democracy as fundamental to the registration of these community mutuals. The majority of the Board has to be elected and the Society has to operate on a ‘one member one vote’ basis.
3.
  		 Because of the commitment to community benefit, a community mutual enjoys freedom from some of the regulations surrounding the offer of financial products to the public. Provided the money is to be used for the purposes of the community mutual, it is not necessary for the money raising documents to comply with the rules about circulars.

These Model Rules have also been developed (with help in particular from the supporters’ group at Celtic) to deal with the situation where individual supporters own shares in their club which they wish to keep but which they are willing to pool with shares owned by other supporters to produce a strong voice at shareholders meetings. The special points about this aspect of the Model Rules are that:

i. there are specific commitments to representing supporters in the decision making process of the chub and promoting supporter representation on the Board (Rule 2);

ii. there are specific powers to buy and hold shares, exercise proxies and promote supporter investment (Rule 4);

iii. members of the Trust complete blank proxy forms enabling the Trust to cast their votes and agree that their shares will be voted in line with the policy democratically decided by the Trust (Rule 9).

All of this means that a supporters’ trust which is successfully launched using the Model Rules can truly say that it is representative of the community which a football club serves. The model has moral and legal credibility, as a couple of examples show. It has been accepted on all sides as a proper vehicle for secure community ownership and accountability at Lincoln City and has been used by supporters to agree and put formal shareholders resolutions to the Celtic AGM in 2001. I am sure that other groups of supporters are doing and will do equally interesting and important things.

I feel privileged to have been able to work with so many dedicated people in getting the football community mutual up and running. The constitution is never going to be as exciting as what happens on the pitch but we have, I think, proved that it can make a difference.



RULES

NAME AND DEFINITIONS

1. The name of the Society is to be Limited and it is called “the Society” in the rest of these Rules;

is called “the Club”; and is called “the Area”.

OBJECTS

2 The Society’s objects are, either itself or through a subsidiary company or society trading for the benefit of the community and acting under its control:
i. to strengthen the bonds between the Club and the community which it serves and to represent the interests of the community in the running of the Club;

ii. to benefit present and future members of the community served by the Club by promoting, encouraging and furthering the game of football as a recreational facility, sporting activity and focus for community involvement;

iii. to further the development of the game of football nationally and internationally and the upholding of its rules;

iv. to encourage the Club to take proper account of the interests of its supporters and of the community it serves in its decisions;

  • to encourage and promote the principle of supporter representation on the board of any company owning or controlling the Club and ultimately to be the vehicle for democratic elections to the board;

vi. to promote, develop and respect the rights of members of the community served by the Club and people dealing with the Society as set out in the Charter of Fundamental Rights of the European Union, having regard in particular to the need to provide information to members and conduct the affairs of the Society in accessible and appropriate ways.

POWERS

3.
 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 the Society may acquire an interest in the Club or any limited company owning or controlling the Club either itself or through a subsidiary.
4. In order to achieve its objects the Society may either itself or through a subsidiary company or society acting under its control:
a.
 buy, sell and lease property;
b. borrow;
c.
 grant security over its property and assets;
d.
 establish, promote and maintain for the purposes of the Society any lawful fund raising scheme
e. buy and hold shares in the Club;
f. hold and exercise proxies for shares in any company owning or controlling the Club either itself or through a subsidiary
g. promote means to give supporters greater opportunity to invest in the Club;
h. award pensions, allowances, gratuities and bonuses to past and present employees (including their dependants and people connected with them)-af:
(i) the Society;
(ii) any predecessor of the Society; and
(iii) any subsidiary company or society of the Society;
i. 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 Rule 4(h);
j. indemnify or take out and maintain insurance for the benefit of people who are or were:
(i) members of the Society Board or the Executive Board; or (ii) officers; or (iii) employees; or (iv) 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;
k 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;
l. so far as permitted by these Rules take out and maintain insurance against any risks to which the Society may be exposed;
m. co-operate with other supporters organisations, co-operatives and societies conducted for the benefit of the community at local, national and international levels;
n. do anything else which is necessary or expedient to achieve its objects.

APPLICATION OF PROFITS
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.

6. The profits or surpluses of the Society are not to be distributed either directly or indirectly in any way whatsoever among members of the Society but shall be applied:
  a.
 to maintain prudent reserves;
  b. on expenditure to achieve the Society’s objects.

MEMBERSHIP

7. The members of the Society are the people whose names are entered in the register of members.
8. The first members are the people who sign these Rules in applying for registration.
9. Membership is open to any person, firm or corporate body who or which:
  a. is a supporter of the Club; or
  b. has an interest in the game of football in the Area and is in sympathy with the objects of the Society; and
  c. agrees to be bound by these Rules and Rule 6 and 106 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.
  [
 The following shall be conditions of membership for any member who holds shares in any company owning or controlling the Club
  i. The member must give proxy voting rights for all such shares to the Society or its nominee so that the shares are voted in accordance with the policy of the Society.
  ii. The member must sign as many blank proxy forms as the Society Secretary reasonably requires whenever requested to do so.
  iii. If the member intends to attend a general meeting of the Club:
  (1) 7 days notice must be given to the Society Secretary; and
  (2) the voting rights attached to the shares must be exercised in accordance with the policy of the Society.]
10. Every member holds one share in the capital of the Society
11. 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 a share in the Society.
12. The Society Board will have power to offer associate or affiliate status with or withoutpayment or subscription to corporate or unincorporated bodies which support the aims of the Society, and may recognise that a share in the capital of the Society is held on behalf of any unincorporated organisation but no-one shall be entitled to vote at any general meeting of the Society who is not the registered holder of a fully paid up share in the Society.
13. The Society Board shall have power 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 18 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.
16. No member may hold more than one share in the Society either individually or jointly.

SHARES

17. The shares of the Society have the nominal value of £1 each and may not be transferred or withdrawn.
18. If a member ceases to be a member, the 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.
19.
 Shares do not carry any right to interest, dividend or bonus.

REMOVAL OF MEMBERS

20. A member shall cease to be a member if they:
  a.
 fail after written demand to pay their annual subscription;
  b.
  		 die (in the case of the individual);
  c. cease to exist (in the case of a body corporate);
  d. are the nominee of an unincorporated Society or firm which is wound up or dissolved;
  e. are the nominee of an unincorporated organisation or firm which removes or replaces them as its nominee;
  f. are not the holder of a fully paid up share;
  g. are expelled under these Rules; or
  h.  withdraw from membership by giving at least one month’s written notice to the Secretary.
21. A member may be expelled by a resolution carried by the votes of not less than [two-thirds or three quarters] of the members present in person or by proxy and voting on a poll at an annual or special general meeting of the Society of which notice has been duly given. The following procedure will be adopted:
a. A written complaint must be made to the Society Board that the member has acted in a way detrimental to the interests of the Society.
b. Details of the complaint must be sent to the member in question not less than one calendar month before the meeting with an invitation to answer the complaint and attend the meeting.
c. At the meeting the members will consider evidence in support of the complaint and such evidence as the member may wish to place before them.
d. If the member fails to attend the meeting without due cause the meeting may proceed in their absence.
e. A person expelled from membership will cease to be a member immediately following the vote at which the resolution to expel them is carried;
f. No person who has been expelled from membership is to be re-admitted except by a resolution carried by the votes of [two-thirds or three quarters] of the members present in person or by proxy and voting on a poll at any general meeting of which notice has been properly given.

ORGANISATION

  • The powers of the Society are to be exercised by the members, the Society Board and the Executive Board of the Society in the way set out in the Rules which follow.

RIGHTS AND POWERS OF MEMBERS

23. The members have the rights and powers available to them under the law relating to Industrial and Provident Societies and are to decide in particular the issues specifically reserved to them by these Rules.
24. 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. The following provisions apply to any directions given:
  a.
 Any direction must:
  i. be consistent with these Rules and with the Society’s contractual, statutory and other legal obligations; and
  ii. not affect the powers and responsibilities of the Society Board, Chief Executive and Executive Board under Rules 26, 27 and 28.
  b. 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.
25. The functions of the annual general meeting shall include:
  a.  appointing:
  i.
ii. 		financial auditors;
auditors of any other aspect of the performance of the Society;
  b. receiving:
  i
ii. 		the revenue account and balance sheet for the previous financial year; and
a report on the Society’s performance in the previous year;
  c. electing officers of the Society.

DUTIES AND POWERS OF SOCIETY BOARD

26.
 The Society Board is to 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 relevant Statements of Best Practice published by Supporters Direct, and may appoint and supervise the Chief Executive and the Executive Board. The Society Board:
  a.
 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
  b. 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:
  i. The Society Board may retain or give up the right to deal itself with issues delegated;
  ii. Any delegation may be revoked and its terms may be varied;
  iii.
 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;
  c. may call upon the Chief Executive and/or Secretary to report or procure a report in writing upon any aspect of the affairs of the Society;
  d. shall appoint and dismiss the Chief Executive and other members of the Executive Board and the Secretary and decide and fix the terms of their employment and have power to act in place of the Chief Executive or the Executive Board where the y cease to act or are unwilling or unable to act;
  e. shall approve the policies or strategies to be followed by the Executive Board and all budgets and other financial plans;
  f. shall determine from time to time the categories of transaction which require the approval of the Society Board; and
  g. shall approve the use of the Society’s seal.

DUTIES AND POWERS OF CHIEF EXECUTIVE AND EXECUTIVE BOARD

27. If a Chief Executive is appointed, he or she will, subject to the duties and powers of the Society Board as set out in these Rules, manage the Society’s business in accordance with these Rules and will have power to act in the name of the Society.
28. If other members of an Executive Board are appointed they together with the Chief Executive will, subject to the duties and powers of the Society Board as set out in these Rules and to directions as to their responsibilities given by the Society Board, manage the Society’s business in accordance with these Rules and will have power to act in the name of the Society.
29. Any person acting in good faith and without prior notice of any irregularity is not to be concerned to see or enquire whether the powers of the Chief Executive or the Executive Board have been properly exercised.

SECRETARY

30.
 The Society is to have a Secretary whose functions will include:
  a. acting as Secretary to the Society Board;
  b. attending all meetings of the Executive Board;
  c. acting as Secretary of any subsidiary company or society of the Society;
  d.  summoning and attending all general meetings of the Society and keeping the minutes;
  e. keeping the register of members and other registers required to be kept by these Rules;
  f. having charge of the seal of the Society;
  g. monitoring the conduct of the Society’s affairs to ensure that it is conducted in accordance with these Rules;
  h. arranging for members of the Society Board to obtain independent legal, accounting, tax or other professional advice if he or she considers it appropriate;
  i.
 publishing to members in an appropriate form information which they should have about the affairs of the Society;
  j. preparing and sending all returns required to be made to tire Financial Services Authority
31. The Secretary shall not be a member of:
  a.
 the Executive Board;
  b. any board or committee of management of any subsidiary company or society of the Society.

GENERAL MEETINGS

32. The Society is to hold a general meeting (called the annual general meeting) within six months of the end of each financial year. The first annual general meeting may be called by the Society Board at any time within this period.
33. All general meetings other than annual general meetings are called special general meetings and are to be convened by the Secretary either:
  a. by order of the Society Board; or
  b. if a written requisition signed (except where these Rules say otherwise) by not less than 20 members or 10% of the membership, whichever is the higher, is delivered to the Society’s registered office. The requisition must state the purpose for which the meeting is to be convened. If the Secretary is not within the United Kingdom or is unwilling to convene a general meeting any Society Board member may call a general meeting.
34. 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.
35. Notice of a general meeting is to be given either:
  a. in writing; or
  b. by notice in any newspaper circulating in the Area; or
  c. 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:
    i. be given to all members and to the members of the Society Board and to the auditors;
ii. state whether the meeting is an annual or special general meeting; iii. give the time, date and place of the meeting; and iv. indicate the business to be dealt with at the meeting.
36.
  		 Any notice to a member may be given either:
  a. personally; or
  b. by sending it by post in a prepaid envelope addressed to the member at their registered address; or
  c. by leaving it at that address; or
  d. (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:

i. there has been an accidental omission to send a notice to a member or members; or
ii. 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 10% 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 and may also in the interests of democracy:
  a. arrange for the annual general meeting to be held in a different part of the Area each year;
  b. make provision for a general meeting to be held at different venues either simultaneously or at different times. In making such provision the Society Board shall also fix an appropriate quorum for each venue, provided that the aggregate of the quorum requirements shall not be less than the quorum set out in the previous Rule.
40.
 It is the responsibility of the Society Board, the Chair of the meeting and the Secretary to ensure that at any general meeting:
  a. the issues to be decided are clearly explained;
  b. sufficient information is provided to members to enable rational discussion to take place;
  c. where appropriate, members of the Executive Board, experts in relevant fields or representatives of special interest groups are invited to address the meeting.
41. If the chair of a general meeting or the Secretary considers that steps should be taken to ensure:
  a. the safety of people attending a general meeting; or
  b. the proper and orderly conduct of the meeting;
they may take whatever steps are necessary to deal with the situation. They may in particular, if they think it necessary:
  i. require people to prove their identity; ii. arrange security searches; iii. stop certain things being taken into the meeting;
iv. refuse to allow members into the meeting or have members removed from the meeting, where the behaviour of those members is or is likely to be violent or disruptive.
42. The Chair of the Society Board or in his or her absence some other Society Board member nominated by the members of the Society Board shall preside at all general meetings of the Society. If neither the Chair nor such other Society Board member is present and willing to act, the Society Board members present shall elect one of their number to be Chair and if there is only one Society Board member present and willing to act he or she shall be Chair. If no Society Board member is willing to act as Chair or if no Society Board member is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be Chair.
43. If no quorum is present within half an hour of the time fixed for the start of the meeting:
  a. if the meeting was convened on a requisition of the members, it is to be dissolved;
  b. in any other case the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Society Board determine. If a quorum is not present within half an hour of the time fixed for the start of the adjourned meeting, the number of members present during the meeting is to be a quorom.
44. Subject to these Rules and to any Act of Parliament, a resolution put to the vote at a general meeting shall, except where a poll is demanded or directed, be decided upon by a show of hands.
45. On a show of hands every member present in person, and on a poll every member present in person or by proxy is to have one vote. In the case of an equality of votes the Chair of the meeting is to have a second or casting vote.
46. Unless a poll is demanded, the result of any vote will be declared by the Chair and entered in the minute book. The minute book will be conclusive evidence of the result of the vote.
47. A poll may be directed by the Chair or demanded either before or immediately after a vote by show of hands by not less than one-tenth of the members present at the meeting (in person or by proxy).
48. A poll demanded on the election of a Chair or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the Chair directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn by or on behalf of those who demanded it, the meeting shall continue as if the demand had not been made. The result of the poll will be treated as the resolution of the meeting at which the poll was demanded. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.
49. Unless these Rules or an Act of Parliament say otherwise, all resolutions are to be decided by a simple majority of the votes cast.
50. The Chair of any meeting may with the consent of a majority of the members present adjourn the meeting. The following are the arrangements for adjourned meetings:
  a. No business is to be transacted at any adjourned meeting other than the business not reached or left unfinished.
  b. An adjourned meeting is to be treated as a continuation of the original meeting but any resolution passed at an adjourned meeting is to be treated as having been passed on the date on which it is in fact passed
  c. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise no notice need be given of an adjournment or of the business to be transacted at an adjourned meeting.
51.
  		 A proxy is to be appointed as follows:
  a. in writing;
  b. in any usual form or any other form which the Society Board may approve;
  c. under the hand of the appointor or of their attorney duly authorised in writing; and
    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. If this procedure is not followed the appointment of the proxy will be invalid .
52. The following further rules apply to proxies.
  a. No person other than the Chair of the meeting can act as proxy for more than 3 members.
  b. 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.
  c. A proxy need not be a member of the Society.
53. 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.
54. 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

55. Where:
a. the Society Board considers that a significant issue has arisen which should bedetermined by the members of the Society; or
b.
  		 the Society Board proposes to put a resolution at a general meeting of The Club the issue or the form of the resolution 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:
i. 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;

ii. The notice must set out clearly the issue to be decided and contain the full text of any resolution to be put at a general meeting of The Club;

iii. Sufficient information must be provided to members to enable an informed decision to be made; and

iv. The date by which voting papers are to be returned must be clearly stated. In any case where a postal ballot is appropriate the 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 SOCIETY BOARD

56. With effect from the Society’s first annual general meeting, the Society Board is to have not less than … and not more than ….. members and will be made up as follows:
  a. ….. members of the Society Board or such higher number as shall be required so that elected members of the Board are in a majority over co-opted members will be elected by the members in accordance with such arrangements as shall be determined by the Society Board;
  b. Not less than …. members will be co-opted by the Society Board in accordance with a Board Membership Policy which it will develop and adopt and shall be required, if they are not already members, to become members of the Society. The purpose of the Board Membership Policy will be to ensure that:
  i. the Society Board has the skills and experience which it needs to operate effectively;
ii. the interests of the community served by the Society are adequately represented;
iii. the level of representation of different groups on the Society board strikes an appropriate balance having regard to their legitimate interest in the Society’s affairs.

The following people in particular may be co-opted:

  (1) a representative or representatives of the Borough Council for the Area on behalf of itself and neighbouring local authorities;
  (2) a representative or representatives of the young;
  (3) a representative of disabled supporters;
  (4) a representative of local business;
  (5) a representative or representatives of any supporters group or groups of the Club;
  (6) a representative or representatives of employees of the Club;
  (7) a representative or representatives of the Sports Council and any community scheme run in association with the Club;
  (8) a representative of the players at the club, through a professional association or otherwise.
  (9)
 ……………………………………………………………………………………………..
  (10) ……………………………………………………………………………………………..
57. If at any time and for any reason after the first annual general meeting the number of members of the Society Board shall drop below the remaining Society Board members may act but only for the purpose of filling vacancies or calling a general meeting.
58. Until the first annual general meeting the members of the Society Board will be the people who sign these Rules in applying for registration and such other people as they co-opt.
59. Members of the Society Board will normally serve for periods of [2 or 31 years in accordance with the Board Membership Policy. Co-opted Society Board members may be re-appointed for a further period subject to these Rules.
60. Members of the Society Board will not receive any payment for serving on the Society Board other than:
  a. the payment of expenses incurred in carrying out their duties; and
  b. nominal Society Board Fees approved by the members in general meeting.
61. No person can be a member of the Society Board who:
  a. is subject to a bankruptcy order or has in place a composition with their creditors;
  b.  is subject to a disqualification order made under the Company Directors Disqualification Act;
  c. has been convicted on indictment for an offence (other than a spent conviction as defined by the Rehabilitation of Offenders Act 1974);
  d. is or may on the basis of medical evidence be suffering from mental disorder;
  e. fails to abide by any rules for the conduct of elections made by the Society Board.
62. Any member of the Society Board who:
  a. ceases to comply with the criteria set out in these Rules; or
  b. ceases to be a member of the Society; or
  c. resigns
  is to vacate the office of Society Board member.
63. Any member of the Society Board who:
  a. fails without good cause to attend 3 consecutive Society Board meetings; or
  b. fails without good cause to participate in board training
is to vacate the office of Society Board member if required to do so by a majority of the other Society Board members.
64. At the [second or third] and [third or fourth] annual general meeting of the Society [half or one third] of the members of the Society Board first elected by the members (to be chosen by lot) will resign from office. Thereafter the [half or one third] 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 or the number of elected directors is not divisible by three], the Society Board shall decide the number of elected directors to resign in accordance with this Rule, which shall be approximately [half or one third] of the total number.
65. Casual vacancies arising amongst the members of the Society Board elected by the members will be dealt with as follows.
  a. If a vacancy caused by retirement or removal is not filled at the meeting at which they retire or are removed, the vacancy may be filled by the Society Board.
  b.
  		 A vacancy occurring by death or resignation may be filled by the Society Board.
  c. In each case the member appointed to fill the vacancy is to retire at the next annual general meeting and the Society Board will make provision for an election to be held. For the avoidance of doubt the retiring member may stand for re-election at the meeting at which they retire.
   
66

A Society Board member may be removed from office by a resolution carried by the votes of not less than [half or two-thirds or three quarters] of the members present in person or by proxy and voting on a poll at an annual or special general meeting of the Society of which notice has been duly given. A Society Board member may be suspended from office by a resolution of the other members of the Society Board on the grounds of conduct detrimental to the interests of the Society subject to such Society Board member having been provided with a fair opportunity to be heard. Such suspension shall be for a period not exceeding 4 months.

SOCIETY BOARD MEETINGS
67.
 The Society Board will elect a Chair from amongst its elected members and will meet at least 4 times in every calendar year at such times and places as they think fit. Seven clear days’ notice of the date and place of each meeting is to be given in writing by the Secretary to all members of the Society Board to the Chief Executive and to such other members of the Executive Board as the Society Board desire to attend the meeting. 50% of Society Board members including at least four members of the Society Board elected by the members or such higher number as the Society Board may determine will form a quorum. A Society Board meeting may be called by shorter notice if it is so agreed by all the Society Board members entitled to attend and vote at the meeting.
68. Unless the Society Board decides otherwise, the Chief Executive (if appointed) is to be invited to attend each meeting of the Society Board. Other members of the Executive Board are to attend meetings of the Society Board when requested to do so.
69. Meetings of the Society Board may be called either by the Secretary, or by a notice in writing given to the Secretary by the chair of the Society Board, or by two Society Board members who are not both elected by the members of the Society or both co-opted Board members, specifying the business to be discussed. The Secretary is to communicate every such notice to all Society Board members as soon as possible and the meeting is to be held at a venue decided by the Secretary not earlier than seven days and not later than fourteen days after the receipt by the Secretary of the notice. Should the Secretary fail to convene the meeting, the Chair or the two Society Board members who have given the notice in writing may call the meeting. No business is to be done at the meeting other than the business specified in the notice.
70. The Society Board may agree that its members can participate in its meetings by telephone video or computer link. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.
71. The Society Board may appoint specialist advisors to advise on any issue and may invite them to attend and speak (but not vote) at meetings of the Society Board.
72. Subject to the following provisions of this Rule, questions arising at a Society Board meeting shall be decided by a majority of votes. In case of an equality of votes at a Society Board meeting the Chair shall have a casting vote. No resolution may be passed if it does not have the support of one or more members of the Society Board elected by the members.
73. A resolution in writing signed by all members of the Society Board will have the same effect as a resolution passed at a meeting of the Society Board and may consist of several identical copies of a document each signed by one or more Society Board members.
74. Save for the exceptions referred to below, no Society Board member is to have any material financial interest personally or as a member of a firm or company or as a director or other officer of a business trading for profit or in any other way whatsoever in any contract or other transaction with the Society. For the purposes of this rule, an interest of a person who is connected with a Society Board member shall be treated as an interest of the Society Board member. The exceptions are that Society Board members may:
  a. buy tickets or season tickets for matches and use the facilities of any club in which the Society is interested;
  b. be paid expenses including travelling expenses;
  c. receive Society Board fees;
  d. if they are co-opted members of the Society Board be employees of the Club;
  e. declare an interest in a particular contract or issue and:
  (i)
 not be present except with the permission of the Society Board in any discussion of the contract or issue;
  (ii) not vote on the contract or issue (and if by inadvertence they do remain and vote, their vote is not to be counted).
75. Any member of the Society Board who discloses a financial interest as described in the preceding Rule must vacate their office either for a period or permanently if requested so to do by a majority of the remaining members of the Society Board. Any member of the Society Board who fails to disclose any interest required to be disclosed under the preceding Rule must permanently vacate their office if required to do so by a majority of the remaining Society Board members.

COMMITTEES OF THE SOCIETY BOARD

76. The Society Board may delegate any of its powers to committees of the Society Board and in particular may appoint a sealing committee to consider documents submitted by the Executive Board for sealing and if appropriate to seal them.
77. The Society Board will:
  a. decide the membership of each committee;
  b. appoint the Chair of each committee;
  c. lay down the procedure to be adopted by each committee (including the quorum);
  d. produce a written record of the scope and authority of each committee.

CONSTITUTION OF THE EXECUTIVE BOARD

78. The Executive Board may have the following members who will be full or part time employees of the Society
  a. a Chief Executive
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  b. Finance Director
  c. Human Resources Director
  d.