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Constitution (Part Three)


50. The Board is to 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 or by email by the Secretary to all members of the Board. A Board meeting may be called by shorter notice if it is so agreed by all the Board members entitled to attend and vote at the meeting. 50% of Board members or such higher number as the Board may determine will form a quorum.

51. The Board will elect a Chair and other officers from its members. The Chair shall be an elected member of the Board, or shall carry the support of a majority of elected members of the Board. Unless they are unwilling to do so, the Chair shall preside at every Board meeting at which they are present. But if there is no Board member holding the office or the Board member holding it is unwilling to preside or is not present within thirty minutes after the time appointed for the meeting, the Board members present may appoint one of their numbers to be chair of the meeting.

52. Unless the Board decides otherwise, the Chief Executive is to attend each meeting of the Board.

53. Meetings of the Board may be called either by the Secretary, or by a notice in writing or by email given to the Secretary by the Chair of the Board, or by two Board members, specifying the business to be discussed. The Secretary is to communicate every such notice to all 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 Chief Executive, Chair or the two 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.

54. The 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.

55. The 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 Board.

56. Questions arising at a Board meeting shall be decided by a majority of votes. In case of an equality of votes at a Board meeting the chairman is to have a casting vote.

57. A resolution in writing or by email agreed by members of the Board will have the same effect as a resolution passed at a meeting of the Board and may consist of several documents in the like form each signed by one or more Board members. Members may confirm assent to proposals by email or other electronic means. All such proposals must first be issued by the Secretary to all members

.58. Save for the exceptions referred to below, no 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 Board member shall be treated as an interest of that Board member. The exceptions are that Board members may:

a) Be paid expenses including travelling expenses and, in the case of the Chief Executive, receive the remuneration due under his or her service contract;
b) Declare an interest in a particular contract or issue and:

i. not be present except with the permission of the Board at 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 to not be counted.

59. Any member of the Board who has a financial interest as described in Rule 57 must vacate their office either for a period or permanently if requested so to do by a majority of the remaining members of the Board. Any member of the Board who fails to disclose any interest required to be disclosed under Rule 57 must permanently vacate their office if required to do so by a majority of the remaining Board members


60. The Board may delegate any of its powers to committees of the Board.

61. The Board will:

a) Decide the membership of each committee;
b) Appoint the chairman 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.


62. The Society Board will in respect of each year of account ending on 31st January:

a) Cause to be prepared a revenue account or revenue accounts which:
i. standard adopted or issued by the Society singly or together deal with the affairs of the Society and any subsidiary or holding 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 or holding company or society for that year; and
iii. Comply with the Act, any other relevant statutes or regulations and the relevant accounting
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 or holding company or society and complying with the Act, any other relevant statutes or regulations and the relevant accounting standard adopted or issued by the Society.

63. Every balance sheet presented to a meeting of members is to be accompanied by a report of the Board, signed by the chairman of the meeting of Board adopting the report, on the state of the Society any subsidiary or holding company or society

64. The Board is to lay a revenue account and balance sheet duly audited and signed by the auditor and incorporating the report of the auditor thereon before each annual general meeting, accompanied by a report by the Board on the position of the affairs of the Society and any subsidiary or holding company or society signed by the chairman of the Board meeting at which the report is adopted.

65. The 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 air 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 Board members acting on behalf of the Board

66. 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 Act1968 and Section 25 of the Companies Act 1989.

67. 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.

68. 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.

69. 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 Board if no general meeting of the Society is held within that time;
b) The Board may appoint an auditor to fill any casual vacancy occurring between general meetings of the Society.

70. 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 Board) is to be reappointed 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 reappointed; or
b) They have given to the Society notice in writing of their unwillingness to be reappointed; 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; ore) 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.

71. A resolution at a general meeting of the Society: a) appointing another person as auditor in place of a retiring auditor; orb) 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.

i. The Society will send a copy of the notice to the retiring auditor.
ii. 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.
iii. If that is not practicable, the Society will publish details for 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.
iv. 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 6of the Friendly and Industrial and Provident Societies Act 1968.


72. The Society will make an annual return to the Registrar as required by the Act.73. The Society will supply a copy of the last annual return with all supporting documents to any member on request and without charge.


74. 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 the members who attend and vote at a general meeting. No change to these Rules shall be valid until registered.75. The following Rules may only be changed by a majority of at least three quarters of the members present and voting at a general meeting:-i. Rule 2 (Objects)ii. Rule 5 (Application of Profits)iii. Rule 6 (Principles)iv. This Rulev. Rule 75 (Changes to the Constitution)vi. Rule 82 (Transfer of property on dissolution)


76. 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 a member of the Society.


77. 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 Board, be invested: a) in the shares of any subsidiary company or society;b) in any manner expressly authorised by the Act; but are to not be invested otherwise.

78. The Society has power to borrow money to achieve its objects provided that, at thetime of borrowing, the sum of the amount remaining undischarged of monies borrowedand the amount of the proposed borrowing is not to exceed the turnover of the Society in the last financial year for which audited accounts are available as disclosed by the audited accounts.

79. Subject to these Rules and any existing loan arrangements the Board is to have power to determine from time to time the terms and conditions upon which money is borrowed or loan stock is issued and to vary such terms and conditions.

80. Deposits are not to be taken either from members or non-members.

81. A receiver appointed by a mortgagee may assume such powers of the Board or the Chief Executive as he or she considers necessary to carry out the receiver's duties.


82. 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.

83. 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) one or more other societies that are members of the Society or failing that
b) 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.


84. Officers will be indemnified by the Society against all costs, losses and expenses which they may reasonably incur in the 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.85. 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 trust in relation to the affairs of the Society.

Part Four

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Constitution (Part Two)


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.


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;

Part Three




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Our constitution can be read by downloading the document below.


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Trust Committee

The current Trust In Yellow Committee is as follows:

 Chairman: Alan Scarisbrick
Tel: 07980 911 693


 Vice Chairman: Martin Robinson


 Secretary: Paul Isenwater


 Treasurer: Phil Carder


 Memberships Secretary: Bill Sloan


 Press/Media Liaison: Alan Jones


 Club Liaison: Rob Urwin


 School Liaison: Julia Urwin


 Colin Aindow


 Andrew Kelly


If you wish to raise any matter to the trust please approach any member of the committee on a matchday

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Meeting Minutes - 06/10/2009

Apologies: Paul Isenwater, Alan Drury
The Trust has put in £2970 into running the reserves so far, a combination of paying bills directly (eg for coaches) and making payments into the club’s account. The club has £500 of this money left. The first share certificate was received for the initial £2000 payment. The Trust has £13,500 in the bank with the estimated cost for this season’s reserves £7525. The first three games yielded an income of £475 and the club says that Learning Skills Council funding will be in place to fund the reserves in the future. The Trust’s logo will also be on the shorts at the next game.

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