Constitution

RULES of THE FALKIRK SUPPORTERS’ SOCIETY
LIMITED

Registered under the Industrial and Provident Societies Acts 1965
- 78

RULES
NAME AND DEFINITIONS

1. The name of the Society is to be The Falkirk Supporters’
Society Limited and it is called “the Society” in the
rest of these Rules. Falkirk Football and Athletic Club. is called
“the Club” and Falkirk and the surrounding area. 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 democratically 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 provide and maintain facilities for the enjoyment of professional
football
iv) to promote coaching schemes to develop the football skills of
young people and to widen interest in football regardless of the
gender, ability, age or ethnic origin of those involved
v) to further the development of the game of football, not only
in the community, but also nationally and internationally and the
upholding of its rules
vi) to promote ,sustain and develop the full accountable, democratic
and constructive involvement of supporters in the running and direction
of the club, including the representation of supporters on the Board
of the club, and to ultimately to become the vehicle for the democratic
elections of supporters to the Board
vii) to uphold and preserve the traditions and heritage of the club
viii) to act as an umbrella group for all supporters and as a vehicle
for communication among supporters groups, and between supporters
groups and the club
ix) To develop partnerships with supporters, elected members in
local and national government, community organisations, the staff
of the club and the Board of Directors to achieve the aim of building
a community club

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) hold and exercise proxies for shares in any limited company owning
or controlling the Club either itself or through a subsidiary;
f) award pensions, allowances, gratuities and bonuses to past and
present employees (including their dependants and people connected
with them) of:
(i) The Society;
(ii) any predecessor of the Society; and
(iii) any subsidiary company or society of the Society;
g) 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(f);
h) so far as permitted by these Rules 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;
i) so far as permitted by these Rules take out and maintain insurance
against any risks to which the Society may be exposed;
j) do anything else which is necessary or expedient to achieve its
objects.
5. 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
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
c) agrees to be bound by these Rules and Rule 6 and 104 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.

10. Every member holds one share.
11. The Society Board will decide and issue a form of application
for membership. Members are to pay an annual subscription, to be
decided by the Society Board annually, 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 without payment or subscription to corporate or unincorporated
bodies which support the aims of the Society 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. A minor not under the age of 16 may be admitted as a member
or joint member of the Society but may not be an officer.
14. 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.
15. No member may hold more than one share either individually or
jointly.
SHARES
16. The shares of the Society have the nominal value of £1
each and may not be transferred or withdrawn.
17. 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.
18. Shares do not carry any right to interest, dividend or bonus.

REMOVAL OF MEMBERS
19. 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.
20. 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:
a) A complaint must be made in writing 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 at
the expiration of twenty-eight days from the date 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 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
21. 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
22. 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.
23. 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
and the Executive Board under Rules 25 and 26.
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.
24. 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;
b) appointing:
i) financial auditors;
ii) auditors of any other aspect of the performance of the Society;

c) electing officers of the Society.

DUTIES AND POWERS OF SOCIETY BOARD
25. 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 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 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 AND
EXECUTIVE BOARD

26. 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.
27. 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.
28. 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
29. 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.
30. 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
31. 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.
32. 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.
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. 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.
35. 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 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.
36. 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.
37. Before an Annual 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. Before a special general meeting can do business,
there must be a quorum present. Except where these rules state otherwise,
a quorum is 20 members or 10% of the members entitled to vote at
the meeting, whichever is higher.
38. 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.

39. 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.
40. 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.
41. The Chair of the Society Board or in his 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.
42. 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.
43. 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.
44. 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.
45. 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.
46. 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).
47. 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.
48. Unless these Rules or an Act of Parliament say otherwise, all
resolutions are to be decided by a simple majority of the votes
cast.
49. 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.
50. 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
d) 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.
51. 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.
52. 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.
53. 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

CONSTITUTION OF SOCIETY BOARD
54. With effect from the Society’s first annual general meeting,
the Society Board is to have not less than 12 and not more than
15 members and will be made up as follows:
a) 8 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 4 members will be co-opted by the Society Board
inaccordance with a Board Membership Policy which it will develop
and adopt. 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
Football in the Community;
(8) the representative of the Professional Footballers Society at
the Club.
55. Until the first annual general meeting, which should be held
within 6 months of the launch of the Society, the members of the
Society Board will be the people who sign these Rules in applying
for registration and such other people as they shall co-opt.
56. 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.
57. 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.
58. No person can be a member of the Society Board who:
a) has been a member of the Society Board for 12 consecutive years;

b) has been declared bankrupt or compounded with their creditors;

c) is subject to a disqualification order made under the Company
Directors Disqualification Act;
d) has been convicted of an indictable offence;
e) is or may on the basis of medical evidence be suffering from
mental disorder;
f) fails to abide by any rules for the conduct of elections made
by the Society Board
59. 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
60. 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.
61. At the third and fourth 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.
62. 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.
63. A Society Board member may be removed from office 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. 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.
64. 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
12 the remaining Society Board members may act but only for the
purpose of filling vacancies or calling a general meeting.

SOCIETY BOARD MEETINGS
65. 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.
66. Unless the Society Board decides otherwise, the Chief Executive
(if appointed) is to be invited 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.
67. 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.
68. 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.
69. 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.
70. 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.
71. 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.

72. 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 football matches and use the
facilities of any football 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 be counted).
73. 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

74. 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.
75. 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
76. The Executive Board may have the following members who will
be full or part time employees of the Society:
a) a Chief Executive
b) a Finance Director
c) a Human Resources Director
d) such other Executives as the Society Board thinks appropriate.

77. If the Society carries out any part of its business through
a trading subsidiary company or society trading for the benefit
of the community members of the Executive Board or the Society Board
shall be the directors or board of management of the subsidiary.

78. The members of the Executive Board will be appointed by the
Society Board on terms agreed and approved by the Society Board.
The members of the Executive Board may be removed by the Society
Board.
79. No person can be a member of the Executive Board who:
a) has been declared bankrupt or compounded with their creditors;

b) is subject to a disqualification order made under the Company
Directors Disqualification Act;
c) has been convicted of an indictable offence;
d) is or may on the basis of medical evidence be suffering from
mental disorder.
80. The Executive Board if appointed will meet at least once each
month at such times and places as it thinks fit. Where practicable,
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
Executive Board. A resolution in writing signed by all the members
of the Executive Board shall be as valid and effectual as if it
had been passed at a meeting of the Executive Board duly convened
and held and may consist of several documents in the like form each
signed by one or more Executive Board members.
81. The Executive 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.
82. Save for the exceptions referred to below, no Executive 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 an Executive
Board member shall be treated as an interest of the Executive Board
member. The exceptions are that Executive Board members may:
a) receive a salary and other benefits under a service contract
with the Society;
b) buy tickets or season tickets for football matches and use the
facilities of any football club in which the Society is interested;

c) have an interest in a particular contract or issue if they shall
first have explained their interest to the Executive Board and the
Society Board and:
(i) are not present except with the permission of the Executive
Board in any discussion of the contract or issue
(ii) do not vote on the contract or issue (and if by inadvertence
they do remain and vote, their vote is to not be counted).
83. Any member of the Executive 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 the
Society Board. Any member of the Executive 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 the Society
Board.

FINANCIAL AUDIT
84. The Society Board will in respect of each year of account:
a) cause to be prepared a revenue account or revenue accounts which:

(i) singly or together deal with the affairs of the Society and
any subsidiary company or society as a whole for that year; and

(ii) give a true and fair view of the income and expenditure of
the Society and any subsidiary company or society for that year;

b) 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. The Society 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 before each annual general meeting, accompanied
by a report by the Society Board on the position of the affairs
of the Society and any subsidiary or holding company or society
signed by the chair of the Society Board meeting at which the report
is adopted.
86. 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.
87. 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.
88. 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.
89. None of the following persons is to be appointed as auditor
of the Society:
a) an officer or servant of the Society; or
b) 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.
90. Save as provided in this Rule every appointment of an auditor
is to be made by resolution of a general meeting of the Society.
The exceptions are:
a) the first appointment of an auditor is to be made within three
months of the registration of the Society and is to be made by the
Society Board if no general meeting of the Society is held within
that time;
b) the Society Board may appoint an auditor to fill any casual vacancy
occurring between general meetings of the Society.
91. An auditor appointed to audit the accounts and balance sheet
of the Society for the preceding year of account (whether by a general
meeting or by the Society Board) is to be re-appointed as auditor
of the Society for the current year of account (whether or not any
resolution expressly re-appointing them has been passed) unless:

a) a resolution has been passed at a general meeting of the Society
appointing somebody instead of them or providing expressly that
they are not be re-appointed; or
b) they have given to the Society notice in writing of their unwillingness
to be re-appointed; or
c) they are not permitted by these Rules to be the auditor; or
d) they have ceased to act as auditor of the Society by reason of
incapacity;
e) proper notice of an intended resolution to appoint another person
in their place has been given but the resolution cannot be proceeded
with because of the death or incapacity of that other person.
92. A resolution at a general meeting of the Society:
(i) appointing another person as auditor in place of a retiring
auditor; or
(ii) providing expressly that a retiring auditor is to not be re-appointed
will not be effective unless notice of the intention to move it
has been given to the Society not less than twenty-eight days before
the meeting at which it is to be moved. If such a notice is given
the following procedure will be adopted.
The Society will send a copy of the notice to the retiring auditor.
If it is practicable to do so the Society will give notice of the
intended resolution to its members with the notice of the meeting.
If that is not practicable, the Society will publish details of
the notice by advertisement not less than seven days before the
meeting in a newspaper circulating in the area in which the Society
conducts its business. If the retiring auditor makes any representations
in writing to the Society in response to the notice or notifies
the Society that they intend to make such representations, the Society
will notify the members as required by Section 6 of the Friendly
and Industrial and Provident Societies Act 1968.

PERFORMANCE AUDIT
93. 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
94. The Society will make an annual return to the Registrar as required
by the Act.
95. 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
96. Unless these Rules say otherwise any Rule may be altered or
rescinded, or any new rule may be made, by resolution of at least
two thirds of these members who vote in person or by proxy at a
general meeting. No change to these Rules shall be valid until registered.

97. The following Rules may only be changed by a majority of at
least three quarters of the members who vote in person or by proxy
at a general meeting:
a) Rules 1 – 6 inclusive
b) This Rule
c) Rule 98
d) Rule 99
e) Rule 104
98. In the case of this Rule, Rule 6 and Rule 104 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.

CHANGES TO THE CONSTITUTION
99. The Act provides that the Society may by special resolution:

a) amalgamate with another Society or a company registered under
the Companies Acts
b) transfer its engagements to another society or a company registered
under the Companies Acts
c) 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 6, Rule 104 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:
a) in the shares of any company or society;
b) 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 authorize.
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 or the Executive 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 Treasury Regulations or by winding-up in the manner
provided by the Act.
104. If on the winding up or dissolution of the Society there remains,
after the satisfaction of all its debts and liabilities any property
whatsoever the same is to be transferred to:
a) a sporting charity or sporting charities operating in the Area;
and/or
b) one or more societies established for the benefit of the community
operating in the Area; and/or
c) 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. Officers will be indemnified by the Society against all costs,
losses and expenses which they may reasonably incur in discharge
of their duties, including travelling expenses, and the amount for
which such indemnity is provided will immediately attach as a charge
on the property of the Society.
106. No officer is to be liable for any loss happening to the Society
through the execution of the duties of their office, unless the
loss be the consequence of their own dishonesty or gross negligence.
Subject to the provisions of the Act every officer is to be indemnified
out of the assets of the Society against any liability incurred
by him in defending any proceedings, whether civil or criminal,
in which judgment is given in his favour or in which he is acquitted
or in connection with any application in which relief is granted
to him by the Court from liability for negligence, default, breach
of duty or breach of Society in relation to the affairs of the Society.

MISCELLANEOUS ADMINISTRATIVE PROVISIONS
107. Anything done in good faith by any meeting of the Society Board
or the Executive 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.
108. The Society will not be entitled to rely against other persons
on any alteration in its Rules if the alteration had not been registered
at the material time and is not shown by the Society to have been
known at that time to the person concerned.
109. Minutes of every general meeting, of every meeting of the Society
and Executive Boards and of every meeting of a committee appointed
by the Society Board are to be kept. 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.
110. The Society is to have a seal which is to be kept in the custody
of the Secretary. The seal is not to be affixed to any instrument
except by authority of the Society Board or a sealing committee
appointed by the Society Board. The affixing of the seal is to be
attested by the signature of one member of the Society Board and
the Secretary.
111. The Society’s registered office is 1 Kennard Road,Brightons
Falkirk, Stirlingshire. Post Code FK2 0HH The Society is to keep at its registered office:
a) a register in which the Secretary is to enter the following particulars:

(i) the names and addresses of the members;
(ii) details of the share held by each member and of the amount
paid or agreed to be considered as paid for that share
(iii) a statement of other property in the Society whether in loans
or loan stock held by each member;
(iv) 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;

(v) details of any deputy appointed by any corporate member;
(vi) the names and addresses of the members of the Society and Executive
Boards with the offices held by them and the dates on which they
assumed office.
b) 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 (a) (ii) and(iii) above;.
c) 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;
d) 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.
112. Subject to the provisions of the Data Protection Act the registers
to be maintained by the Society may be kept in electronic form.

113. 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.
114. 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.
115. Members are entitled to inspect:
a) their own account
b) the duplicate register
at the registered office at any reasonable time.
116. 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.
117. Notice of any change in the address of the registered office
is to be sent by the Secretary to the Registrar of Friendly Societies
in the form prescribed by Treasury Regulations within fourteen days
of the change.
118. The registered name of the Society is to be engraved in legible
characters on its seal.
119. 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:
a) business letters, notices, advertisements and other official
publications
b) bills of exchange, promissory notes, endorsements, cheques and
orders for money or goods purporting to be signed by or on behalf
of the Society
c) bills, invoices, receipts and letters of credit of the Society.

120. 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. Any reference to the
Chief Registrar, Registrar, Central Office, Assistant Registrar
or the Registry of Friendly Societies includes reference to the
statutory successor carrying on the relevant function of any of
them.

DISPUTES
121. Every unresolved dispute which arises out of these Rules between
the Society and:
a) a member; or
b) any person aggrieved who has ceased to be a member within the
six months prior to the date of the dispute; or
c) any person claiming through such member or person aggrieved;
or
d) any person bringing a claim under the rules of the Society; or

e) an officer of the Society
is to be submitted to an arbitrator agreed by the parties or nominated
by the Chief Executive of the Co-operative Union. The arbitrator’s
decision will be binding and conclusive on all parties.
122. Any person bringing a complaint 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.

Date last amended: March 2009