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Constitution
RULES of Southport Football Club Supporters Society LIMITED
Registered under the Industrial and Provident Societies Act, 1965 NAME
i. The name of the Society is to be Southport Football Club Supporters Society Limited and it is called “the Society” in the rest of these Rules;
ii. Southport Football Club is called “the Club”; and
iii. Sefton is called “the Area”
OBJECTS
i. 2. The Organisation's objects are, either itself or through
a subsidiary company or society trading for the benefit of the
community and acting under its control:
a) 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;
b) 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;
c) To further the game of football nationally and internationally and the upholding of its rules;
d) To encourage the club to take proper account of the interests
of its supporters and of the community it serves in its decisions.
e) 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;
f) 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:
g) To raise money for further investment in the Club to help
improve its playing ground, facilities and other areas directed by the
Society.
h) To encourage existing shareholders to grant proxy voting rights to the Society.
ii. To undertake activities which create a positive image of the
Club in the local community and to help build good relations between
the Club and the local residents, businesses and educational bodies.
iii. To work for the footballing and financial success of the club
in furtherance of these objects and to uphold and preserve the
traditional heritage of the Club.
iv. To be a positive, inclusive and broadly representative group,
open, accessible and democratically run for all supporters regardless
of their sex or ethnic origin.
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.
1. In order to achieve its objects the Society may either itself or
through a subsidiary company or society acting under its control:
1. Buy, sell and lease property;
2. Borrow;
3. Grant security over its property and assets;
4. Establish promote and maintain for the purposes of the Society any lawful fund raising scheme;
5. Buy and hold shares in the club;
6. Hold any exercise proxies for shares in any company owning or controlling the Club either itself or through a subsidiary;
7. Promote means to give supporters greater opportunity to invest in the Club;
8. Award pensions, allowances, gratitude’s and bonuses to past and
present employees (including their dependants and people connected with
them) of:
9. (i) The Society;
10. (ii) Any predecessor of the Society; and
11. (iii) Any subsidiary company or society of the Society;
12. So far as permitted by these Rules take out and maintain insurance against any risks to which the society may be exposed;
13. Co-operate with other supporters organisations, co-operatives and
societies conducted for the benefit of the community at local, national
and international levels;
14. Do anything else which is necessary or expedient to achieve its objects.
1. 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.
APPLICATION OF PROFITS
1. The profits or surpluses of the Society are not to be distributed
either directly or indirectly in any way whatsoever among the members
of the Society but shall be applied:
1. To maintain prudent reserves;
2. On expenditure to achieve the Society’s objects.
MEMBERSHIP
1. The members of the Society are the people whose names are entered in the register of members.
2. The first members are the people who sign these Rules in applying for registration.
3. Membership is open to any person firm or corporate body who or which:
1. Is a supporter of the Club; or
2. Has an interest in the game of football in the Area and is in sympathy with the objects of the Society; and
3. Agrees to be bound by these Rules and Rule 6 and 106 in particular.
The Society Board shall have the power to refuse membership to any
person who does not in the opinion of the Society Board meet these
requirements.
1. Every member holds one share in the capital of the Society.
2. 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.
3. The Society Board will have the power to offer associate or
affiliate status with or without payment 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.
4. The Society Board shall have the 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.
5. No person under the age of 18 may be an officer of the Society.
6. A corporate body or firm who 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.
7. 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) A member shall cease to be a member if they:i) 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 nominees 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 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:
1. 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.
2. 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.
3. 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.
4. If the member fails to attend the meeting without due cause the meeting may proceed in their absence.
5. A person expelled from membership will cease to be a member
immediately following the vote at which the resolution to expel them is
carried.
6. No person who has been expelled from membership is to be
re-admitted except by a resolution carried by the votes of two-thirds
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
22. 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. Receiving:
i. The revenue account and balance sheet for the previous financial year; and
ii. A report on the Society’s performance in the previous year;
c. Appointing:
i. Financial auditors
ii. Auditors of any other aspect of the performance of the Society;
d. Electing officers of the Society.
DUTIES AND POWERS OF 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 of any relative 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 they 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
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 the power the 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 the 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.
Part Two
Article Posted: Sunday October 11, 2009
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