CONSTITUTION OF SOCIETY BOARD

55. 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. 6 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. Such co-opted members as the Society Board will actively recruit to join the Society Board in accordance with a Board Membership Policy which it will develop and adopt and 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:
  • 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 any community scheme run in association with the Club;
  • (8) a representative of the players at the club, through a professional association or otherwise.
  • (9) a representative from the legal profession.

56. 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.

57. 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.

58. 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.

59. 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.

60. No person can be a member of the Society 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 a conviction for an indictable offence (other than a spent conviction as defined by the Rehabilitation of Offenders Act 1974);
• d. is or may on the basis of medical evidence be suffering from mental disorder;
• e. fails to abide by any rules for the conduct of elections made by the Society Board;
• f. has served 12 years continually on the Socety Board

61. 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.

shall vacate the office of Society Board member.

62. 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

shall vacate the office of Society Board member if required to do so by a majority of the other Society Board members.

63. At the second and third 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 eletcted 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 acordance with this Rule, which shall be approximately half of the total number.

64. 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.

65. 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 or on the Website 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.