ABOUT THE TRUST - CONSTITUTION
Rules of Blackpool Supporters Society Limited
Registered under the Industrial and Provident Societies Acts 1965 - 78
The development of the original Model Rules for a Supporters Community Mutual was promoted and funded by the Co-operative Party with help and advice from Co-operatives UK, Cobbetts Solicitors and Supporters Direct and their contribution is hereby gratefully acknowledged
NAME AND DEFINITIONS
1. The name of the Society is to be Blackpool Supporters Society Limited and it is called “the Society” in the rest of these Rules;
Blackpool Football Club is called “the Club”; and Blackpool is called “the Area”
2. In these Rules:
"the Act" refers to the Industrial and Provident Societies Act 1965 or any Act or Acts amending or in substitution of it or them for the time being in force;
“Address” means a postal address or, for the purposes of electronic communication, a fax number, email address or telephone number for receiving text messages;
"The Society” means the above-named society;
"The Society Board" or "the Directors" means all those persons appointed to perform the duties of Directors of the Society;
"Director" means a director of the Society and includes any person occupying the position of Director, by whatever name called;
"Society Board Meeting" includes, except where inconsistent with any legal obligation a physical meeting, a meeting held by electronic means and a meeting held by telephone;
"Electronic Means" shall include email, video links and secure authenticated website transactions.
"Employee" means anyone over the age of 16 holding a contract of employment with the Society to perform at least eight hours of work per week for the Society;
“Independent Examination” means an independent examination of the Society’s accounts which may only be carried out:in accordance with guidance issued by Supporters Direct; and in years in which the Society has disapplied the obligation to conduct an audit in accordance with section 4A of the Friendly and Industrial and Provident Societies Act 1968 (the “1968 Act”).For the avoidance of doubt, if the Society is obliged under section 9A of the 1968 Act to produce an accountant’s report it must do so even if it also carries out an Independent Examination for that year of account.
"Member" has the meaning as detailed under ‘Membership’ in these Rules;
"Person" means, unless the context requires otherwise, a natural person, unincorporated body, firm, partnership, corporate body or any representative of an unincorporated body, firm, partnership or corporate body;
"Registrar " means the Financial Services Authority or any successor body in function;
"Rules" means the Society’s Rulebook;
"Writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise;
COMMUNITY BENEFIT PURPOSE
3. The Society’s purpose is to be the vehicle through which a healthy, balanced and constructive relationship between the Club and its supporters and the communities it serves is encouraged and developed. 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.
4. The Society’s objects are to benefit the community by:
4.1 being the democratic and representative voice of the supporters of the Club and strengthening the bonds between the Club and the communities which it serves;
4.2 achieving the greatest possible supporter and community influence in the running and ownership of the Club;
4.3 promoting responsible and constructive community engagement by present and future members of the communities served by the Club and encouraging the Club to do the same;
4.4 operating democratically, fairly, sustainably, transparently and with financial responsibility and encouraging the Club to do the same;
4.5 being a positive, inclusive and representative organisation, open and accessible to all supporters of the Club regardless of their age, income, ethnicity, gender, disability, sexuality or religious or moral belief.
5. 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, in pursuit of these objects (but not otherwise) the Society may:
5.1 acquire an interest in or ownership of the Club;
5.2 secure democratic and accountable representation on the Club’s Board;
5.3 take any other steps in relation to the Club which enable it to exercise the greatest possible influence in the ownership, governance and management of the Club.
6. In order to achieve its objects the Society may either itself or through a subsidiary company or society acting under its control:
6.1 buy, sell and lease property;
6.3 grant security over its property and assets;
6.4 establish promote and maintain for the purposes of the Society any lawful fund raising scheme;
6.5 buy and hold shares in the Club;
6.6 hold and exercise proxies for shares in any company owning or controlling the Club either itself or through a subsidiary;
6.7 promote means to give supporters greater opportunity to invest in the Club;
6.8 award pensions, allowances, gratuities and bonuses to past and present employees (including their dependants and people connected with them) of:
6.8.1 the Society;
6.8.2 any predecessor of the Society; and
6.8.3 any subsidiary company or society of the Society;
6.9 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 the preceding sub-paragraph;
6.10 indemnify or take out and maintain insurance for the benefit of people who are or were:
6.10.1 members of the Society Board; or
6.10.2 officers; or
6.10.3 employees; or
6.10.4 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;
6.11 indemnify or take out and maintain insurance for the benefit of people who are or were elected or nominated by the Society to serve on the board of any company owning or controlling the Club;
6.12 so far as permitted by these Rules take out and maintain insurance against any risks to which the Society may be exposed;
6.13 co-operate with other supporters organisations, co-operatives and societies conducted for the benefit of the community at local, national and international levels;
6.14 do anything else which is necessary or expedient to achieve its objects.
APPLICATION OF SURPLUS
7. The 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:
7.1 to maintain prudent reserves;
7.2 on expenditure to achieve the Society’s objects;
7.3 in paying interest on or repaying issued share capital in accordance with the provisions of these Rules.
ASSET LOCK OPTION
8. Restriction on use: Pursuant to regulations made under section 1 of the Co-operatives and Community Benefit Societies Act 2003:
8.1 All of the society's assets are subject to a restriction on their use.
8.2 The society must not use or deal with its assets except:
8.2.1 where the use or dealing is, directly or indirectly, for the purpose that is for the benefit of the community;
8.2.2 to pay a member of the society the value of his withdrawable share capital or interest on such capital;
8.2.3 to make a payment pursuant under section 24 (proceedings on death or nominator), 25 (provision for intestacy) or 26 (payments in respect of mentally incapable persons) of the Industrial and Provident Societies Act 1965;
8.2.4 to make a payment in accordance with the Rules of the society to trustees of the property of bankrupt members or, in Scotland, members whose estate has been sequestrated;
8.2.5 where the society is to be dissolved or wound up, to pay its creditors; or
8.2.6 to transfer its assets to one or more of the following:
18.104.22.168 a prescribed community benefit society whose assets have been made subject to a restriction on use and which will apply that restriction to any assets so transferred;
22.214.171.124 a community interest company;
126.96.36.199 a registered social landlord which has a restriction on the use of its assets which is equivalent to a restriction on use and which will apply that restriction to any assets so transferred;
188.8.131.52 a charity (including a community benefit society that is a charity) ;or
184.108.40.206 a body, established in Northern Ireland or a State other than the United Kingdom, that is equivalent to any of those persons.
8.3 Any expression used in this Rule which is defined for the purposes of regulations made under section 1 of the 2003 Act shall have the meaning given by those regulations.
9. The members of the Society are the people whose names are entered in the register of members. The first members are the people who sign these Rules in applying for registration.
10. Membership is open to any individual, unincorporated body, firm, partnership or corporate body who or which:
10.1 is a supporter of the Club; or
10.2 has an interest in the game of Football in the Area and is in sympathy with the objects of the Society; and
10.3 is 16 years of age or older;
10.4 agrees to attend General Meetings and to take an active interest in the operation and development of the Society and its business;
10.5 agrees to respect commercial confidentiality in relation to business decisions of the Society; and
10.6 agrees to be bound by these Rules and by Rules 3 and 7 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.
11. Every member holds one ordinary share in the capital of the Society. No member may hold more than one ordinary share in the Society either individually or jointly
12. The Society Board will decide and issue a form of application for membership. Members are to pay an annual subscription of such reasonable sum as the Society Board shall decide, the first payment to be made at the time of application for membership. The sum of £1 from the first payment shall be applied to purchase an ordinary share in the Society.
13. The Society Board shall have the right to offer a class of junior membership with or without payment to minors under the age of 16 but no person under the age of 16 shall be entitled to a share in the Society or be entitled to vote at any general meeting of the Society.
14. No person under the age of 16 may be an officer of the Society.
15. A corporate body or firm which is a member may by resolution of its governing body appoint any person it thinks fit to be its deputy and revoke such an appointment. A copy of any such resolution signed by two members of the governing body and in the case of a local authority by the authorised officer of the Council shall be sent to the Secretary of the Society. The deputy will be entitled to exercise all rights of membership on behalf of the corporate body including seeking election as an officer and speaking and voting at any general meeting. References in these Rules to a member being present in person include members which are corporate bodies being present through their deputy