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 the Registrar.
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
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 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 meeting. The notice must:
d. Be given to all members and to members of the Society Board and to the auditors;
e. State whether the meeting is an annual or special general meeting;
f. Give the time, date and place of the meeting; and k. 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;
d. Or (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 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 a 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 member is present and willing at act, the Society Board members present shall elect one of their numbers to 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 quorum.
44. Subject to these Rules and to any Act of Parliament, a resolution put to 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 though 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.
51. Where the Board considers that a significant issue has arisen which should be determined by the members of the Society the issue may 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;
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 BOARD
56. With effect from the Society’s first annual general meeting, the Society Board is to have not less than 6 and not more than 12 members and will be made up as follows:
a. 4 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 2 members will be co-opted by the Society Board in accordance with a Board Membership Policy which it will develop and adopt 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:
The Society Board has the skills and experience which it needs to operate effectively;
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.
iv. 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.
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 6 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 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 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 a conviction for an indictable offence (other than a spent conviction is defined by the Rehabilitation of Offenders Act 1974);
d. Is or may on the basis of medical evidence be suffering from mental disorder;