CONSTITUTION OF THE EXECUTIVE BOARD

77. 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.

78. 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.

79. 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.

80. 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 (or similar provision under any other jurisdiction);
• c. has been convicted of an indictable offence which is not a spent conviction as defined in the Rehabilitation of Offenders Act 1974;
• d. is or may on the basis of medical evidence be suffering from mental disorder.

81. 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.

82. 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.

83. 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).

84. 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.