SOCIETY BOARD MEETINGS

66. 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 and to the Chief Executive (if appointed) 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.

67. Unless the Society Board decides otherwise, the Chief Executive (if appointed) is to be invited to 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.

68. 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.

69. 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.

70. 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.

71. 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.

72. 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.

73. 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 to be counted).

74. 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.