ࡱ> 8 Oh+'0 $ @ L X dpx Draft 6 (29oDra Cobbetts(29obbobbNormalsDerek Hardingo5reMicrosoft Word 8.0@ @8`\Oܿ@v*ܿ@5 ݿfice0Templates!hB@@:i+00 ՜.+,D՜.+,H px   rNP   Draft 6 (29 Title(KS _PID_GUIDodmaAN{C8E56D88-3D19-11D4-A05C-4604AC6C200E}CorpoMEMORANDUM OF ASSOCIATION OF WALSALL SUPPORTERS TRUST LIMITED NAME seq level0 \h \r0 seq level1 \h \r0 seq level2 \h \r0 seq level3 \h \r0 seq level4 \h \r0 seq level5 \h \r0 seq level6 \h \r0 seq level7 \h \r0 The name of the Trust is to be Walsall Supporters Trust Limited and it is called the Trust in the rest of these Rules. OBJECTS The Trusts objects are, either itself or through a subsidiary company or society trading for the benefit of the community and acting under its control: to strengthen the bonds between Walsall Football Club and the local community in Walsall [the community which it serves] and to represent the interests of the community in the running of Walsall Football Club to benefit present and future members of the community in Walsall by promoting encouraging and furthering the game of football as a recreational facility, sporting activity and focus for community involvement to provide and maintain facilities for the enjoyment of professional football to promote coaching schemes to develop the football skills of young people and to widen interest in football regardless of the sex or ethnic origin of those involved to further the development of the game of football nationally and internationally and the upholding of its rules POWERS The Trust 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 Trusts objects. In particular the Trust may acquire an interest in Walsall FC Limited or any successor company, and the membership may democratically elect, as required and in accordance with arrangements made by the Trust Board, directors to the Board of Walsall FC Limited or any successor company from the elected members of the Trust Board. In order to achieve its objects the Trust may either itself or through a subsidiary company or Trust acting under its control:; buy, sell and lease property; borrow; grant security over its property and assets; establish promote and maintain for the purposes of the Trust any lawful fund raising scheme hold and exercise proxy voting rights on behalf of shareholders in Walsall FC Limited award pensions, allowances, gratuities and bonuses to present and future employees (including their dependants and people connected with them) of: The Trust; any subsidiary company or Trust of the Trust; 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 Rule 4(f); so far as permitted by these Rules indemnify or take out and maintain insurance for the benefit of people who are or were: members of the Trust Board or the Executive Board; or officers; or employees; or trustees of a pension fund of the Trust or any subsidiary company or Trust of the Trust against any liability which they may have as a result of their involvement with the Trust or its subsidiaries; so far as permitted by these Rules take out and maintain insurance against any risks to which the Trust may be exposed; so far as permitted by these Rules take out and maintain insurance against any risks to which the Trust may be exposed; do anything else which is necessary or expedient to achieve its objects. The income and property of the Trust shall be applied solely towards the promotion of the objects of the Trust and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Trust The liability of the members is limited. Every member of the Trust undertakes to contribute such amount as may be required (not exceeding 1) to the Trust's assets if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the Trust's debts and liabilities contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves. If the Trust is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the members of the Trust, but shall be given or transferred to: a sporting Trust or sporting charities operating in Walsall; one or more societies established for the benefit of the community operating in Walsall; and/or one or more societies established for the benefit of the community the recipient to be determined by the members at a meeting called to decide the issue. Nothing belonging to the Trust shall be transferred to any other Trust unless that Trust has in its rules a rule substantially in the terms of this Rule. The conditions set out in paragraphs 5 and 8 of this Memorandum set out the basis upon which the Trust is established and are not to be altered. We, the subscribers to this memorandum of association whose names and addresses are written below, wish to be formed into a company under this memorandum of association. Signatures, Names and Addresses of Subscribers Dated: Witness to the above Signatures: Name: Address: Occupation: ARTICLES OF ASSOCIATION OF WALSALL SUPPORTERS TRUST LIMITED MEMBERSHIP The members of the Trust are the people whose names are entered in the register of members. The first members are: Bob Bates; Richard Hall; Chris Miller; David Roe; Ray Rowley; Steve Shaw; Phil Sturgess; Adam Winnall; and Jeff Winnall. Membership is open to any person firm or corporate body who or which: is a supporter of Walsall Football Club; or has an interest in the game of football in Walsall; and agrees to be bound by these Articles and the Memorandum of Association. The Trust Board will decide and issue a form of application for membership. Members are to pay an annual subscription of such sum as the Trust Board shall decide, the first payment to be made at the time of application for membership. The Trust Board will have power to offer associate or affiliate status with or without payment or subscription to corporate or unincorporated bodies which support the aims of the Trust but no-one shall be entitled to vote at any general meeting of the Trust who is not a member. A minor not under the age of 16 may be admitted as a member or joint member of the Trust but may not be an officer. 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 Trust. 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. VOTES OF MEMBERS Subject to any casting vote exercised under these Articles of Association, every member shall have one vote. No member shall be entitled to vote at any general meeting unless all monies then payable by him to the Trust have been paid. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. A vote given or poll demanded by the duly authorised representative of a member organisation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Trust at the office before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Any organisation which is a member of the Trust may by resolution of its Council or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Trust, and the person so authorised shall be entitled to exercise the same powers on behalf of the organisation which he represents as the organisation could exercise if it were an individual member of the Trust. REMOVAL OF MEMBERS A member shall cease to be a member if they: fail after written demand to pay their annual subscription die (in the case of the individual) cease to exist (in the case of a body corporate); are the nominee of an unincorporated Trust or firm which is wound up or dissolved; are the nominee of an unincorporated organisation or firm which removes or replaces them as its nominee; are not the holder of a fully paid up share are expelled under these Rules; or withdraw from membership by giving at least one months written notice to the Secretary. A member may be expelled by a resolution carried by the votes of not less than two-thirds of the members present in person or by proxy and voting on a poll at an annual or special general meeting of the Trust of which notice has been duly given. The following procedure will be adopted: A complaint must be made that the member has acted in a way detrimental to the interests of the Trust. Details of the complaint must be sent to the member in question not less than one calendar month before the meeting with an invitation to answer the complaint and attend the meeting. At the meeting the members will consider evidence in support of the complaint and such evidence as the member may wish to place before them. If the member fails to attend the meeting without due cause the meeting may proceed in their absence. A person expelled from membership will cease to be a member at the expiration of twenty-eight days from the date at which the resolution to expel them is carried. No person who has been expelled from membership is to be re-admitted except by a resolution carried by the votes of two-thirds of the members present in person or by proxy and voting on a poll at any general meeting of which notice has been properly given. ORGANISATION The powers of the Trust are to be exercised by the members, the Trust Board and the Executive Board of the Trust in the way set out in the Rules which follow. RIGHTS AND POWERS OF MEMBERS The members have the rights and powers available to them under the law relating to companies and are to decide in particular the issues specifically reserved to them by these Rules. The functions of the annual general meeting shall include: receiving: the revenue account and balance sheet for the previous financial year; and a report on the Trusts performance in the previous year; appointing: financial auditors; auditors of any other aspect of the performance of the Trust. DUTIES AND POWERS OF TRUST BOARD Subject to the provisions of the Companies Acts and directions given by special resolution of the members, the Trust Board is to ensure that the business of the Trust is conducted in accordance with the Trusts objects and with the interests of the community, and may appoint and supervise the Chief Executive and the Executive Board. The Trust Board: may exercise all the Trusts powers which are not required by these Rules or by statute to be exercised by the Trust in general meeting. This power is subject to the provisions of these Rules and to any directions not inconsistent with these Rules made from time to time by the Trust by resolution carried by the votes of not less than three quarters of the members present in person or by proxy and voting on a poll at an annual or special general meeting of the Trust of which notice has been duly given. Any person acting in good faith and without prior notice of an irregularity is not to be concerned to see or enquire whether the powers of the Trust Board have been restricted by any direction so made; may expend the funds of the Trust in such manner as they shall consider most beneficial for the achievement of the objects and to invest in the name of the Trust such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the objects of the Trust; may enter into contracts on behalf of the Trust. may delegate any of its powers to: an Executive Committee which will include a Chairperson, Secretary and Treasurer; any other committee or committees consisting of such of its own number as it sees fit; or a Chief Executive or Executive Board appointed in accordance with these Articles of Association who shall, in the function entrusted to them, conform in all respects to the instruction given to them by the Trust Board. Any such delegation may be made either collaterally with or to the exclusion of the powers of the Trust Board and may be revoked or altered. The proceedings of any such committee shall be governed by the rules regulating the proceedings of the Trust Board so far as they are capable of applying. may call upon the Chief Executive and/or Secretary to report or procure a report in writing upon any aspect of the affairs of the Trust; shall appoint and dismiss the Chief Executive and other members of the Executive Board and the Secretary and decide and fix the terms of their employment and have power to act in place of the Chief Executive or the Executive Board where they cease to act or are unwilling or unable to act; shall approve the policies or strategies to be followed by the Executive Board and all budgets and other financial plans; shall determine from time to time the categories of transaction which require the approval of the Trust Board; and shall approve the execution of deeds by the Trust. DUTIES AND POWERS OF CHIEF EXECUTIVE AND EXECUTIVE BOARD If a Chief Executive is appointed, he or she will, subject to the duties and powers of the Trust Board as set out in these Rules, manage the Trusts business in accordance with these Rules and will have power to act in the name of the Trust. If other members of an Executive Board are appointed they together with the Chief Executive will, subject to the duties and powers of the Trust Board as set out in these Rules and to directions as to their responsibilities given by the Trust Board, manage the Trusts business in accordance with these Rules and will have power to act in the name of the Trust. Any person acting in good faith and without prior notice of any irregularity is not to be concerned to see or enquire whether the powers of the Chief Executive or the Executive Board have been properly exercised. SECRETARY The Trust is to have a Secretary whose functions, subject to the provisions of the Companies Acts will include: acting as Secretary to the Trust Board and any committee of the Trust Board; attending all meetings of the Executive Board; acting as Secretary of any subsidiary company or Trust of the Trust; summoning and attending all general meetings of the Trust and keeping the minutes; keeping the register of members and other registers required to be kept by these Articles of Association; having charge of the seal of the Trust; monitoring the conduct of the Trusts affairs to ensure that it is conducted in accordance with these Rules; arranging for members of the Trust Board to obtain independent legal, accounting tax or other professional advice if he or she considers it appropriate publishing to members in an appropriate form information which they should have about the affairs of the Trust; and preparing and sending all returns required to be made to the Registrar. The Secretary shall not be a member of: the Executive Board; or any board or committee of management of any subsidiary company or Trust of the Trust. GENERAL MEETINGS The Trust 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 Trust Board at any time within this period. All general meetings other than annual general meetings are called special general meetings and are to be convened by the Secretary either: by order of the Trust Board; or if a written requisition signed (except where these Rules say otherwise) by not less than [50] members or 10% of the membership, whichever is the higher, is delivered to the Trusts 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 Trust Board member may call a general meeting. 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. Notice of an annual general meeting is to be given in writing at least 21 clear days before the date of the meeting. Notice of any other general meeting is to be given in writing at least 14 clear days before the date of the meeting. The notice must: state whether the meeting is an annual or special general meeting; give the time, date and place of the meeting; and indicate the business to be dealt with at the meeting. Any notice to a member may be given either personally or by sending it by post in a prepaid envelope addressed to the member at their registered address or by leaving it at that address. The notice shall be given to all members and to the members of the Trust Board and to the auditors. 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 a 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: there has been an accidental omission to send a notice to a member or members; or the notice is not received by a member or members. A member present either in person or by proxy at any meeting of the Trust shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called. Before a general meeting can do business there must be a quorum present. Except where these Rules say otherwise a quorum is [30] members or 10% of the members entitled to vote at the meeting whichever is lower. The Trust Board may decide where a general meeting is to be held and may also in the interests of democracy: arrange for the annual general meeting to be held in a different part of Walsall each year; make provision for a general meeting to be held at different venues either simultaneously or at different times. In making such provision the Trust 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. It is the responsibility of the Trust Board, the Chair of the meeting and the Secretary to ensure that at any general meeting: the issues to be decided are clearly explained; sufficient information is provided to members to enable rational discussion to take place; where appropriate, members of the Executive Board, experts in relevant fields or representatives of special interest groups are invited to address the meeting. If the chair of a general meeting or the Secretary considers that steps should be taken to ensure: the safety of people attending a general meeting; or 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: require people to prove their identity; arrange security searches; stop certain items being taken into the meeting; 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. The Chair of the Trust Board or in his absence some other Trust Board member nominated by the members of the Trust Board shall preside at all general meetings of the Trust. If neither the Chair nor such other Trust Board member is present and willing to act, the Trust Board members present shall elect one of their number to be Chair and if there is only one Trust Board member present and willing to act he or she shall be Chair. If no Trust Board member is willing to act as Chair or if no Trust 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. If no quorum is present within half an hour of the time fixed for the start of the meeting or if during a meeting such a quorum ceases to be present: if the meeting was convened on a requisition of the members, it is to be dissolved; 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 Trust 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 is to be a quorum. Subject to these Rules and to any Act of Parliament, a resolution put to the vote at a general meeting shall, except where a poll is demanded or directed, be decided upon by a show of hands. 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. 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. 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). 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, the meeting shall continue as if 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. Unless these Rules or an Act of Parliament say otherwise, all resolutions are to be decided by a simple majority of the votes cast. 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: No business is to be transacted at any adjourned meeting other than the business not reached or left unfinished. An adjourned meeting is to be treated as a continuation of the original meeting but any resolution passed at an adjourned meeting is to be treated as having been passed on the date on which it is in fact passed. When a meeting is adjourned for fourteen days or more, at least seven clear days notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise no notice need be given of an adjournment or of the business to be transacted at an adjourned meeting. A proxy is to be appointed as follows: in writing; in any usual form or any other form which the Trust Board may approve; under the hand of the appointor or of their attorney duly authorised in writing; and by depositing the appointment document and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Trust Board at the registered office of the Trust or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Trust in relation to the meeting. Such documents shall be deposited with the Chair or the Secretary or any Trust Board member (i) not less than two clear days before the day fixed for the meeting at which the proxy is authorised to vote or (ii) in the case of a poll taken more than 48 hours after it is demanded; not less than 24 hours before the time appointed for the taking of the poll or (iii) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded; at the meeting at which the poll was demanded. If this procedure is not followed the appointment of the proxy will be invalid. The following further rules apply to proxies. No person other than the Chair of the meeting can act as proxy for more than 3 members. Any question as to the validity of a proxy is to be determined by the Chair of the meeting whose decision is to be final. A proxy need not be a member of the Trust. A vote given or poll demanded by proxy or by the duly authorised deputy of a corporate body, shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Trust at the registered office or at such other place at which the instrument of proxy was duly deposited: before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded; or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) before the time appointed for taking the poll. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered. Any objection made in due time about any vote whether tendered personally or by proxy is to be determined by the Chair of the meeting, whose decision is to be final. Every vote not disallowed at the meeting will be valid. CONSTITUTION OF TRUST BOARD With effect from the Trusts first annual general meeting, the Trust Board is to have not less than [9] and not more than [12] members and will be made up as follows: [6] members of the Trust Board will be elected by the members to be Trustees in accordance with such arrangements as shall be determined by the Trust Board, and these will normally include a Chairperson, Secretary and Treasurer of any Executive Committee, and three others; Not less than [3] and not more than [6] members will be co-opted by the elected members of the Trust Board in accordance with a Board Membership Policy which it will develop and adopt. The purpose of the Board Membership Policy will be to ensure that: the interests of the community served by the Trust are adequately represented; the Trust Board has the skills and experience which it needs to operate effectively; the level of representation of different groups on the Trust board strikes an appropriate balance having regard to their legitimate interest in the Trusts affairs. The following people in particular may be co-opted: a representative or representatives of Walsall Borough Council on behalf of itself and neighbouring local authorities; a representative or representatives of the young; a representative of local business; a representative or representatives of employees of Walsall Football Club; and a representative or representatives of other Walsall Supporters associations; Until the first annual general meeting the members of the Trust Board will be the people whose names are listed in Appendix 1 and such other people as they shall co-opt. Members of the Trust Board will normally serve for periods of 2 years in accordance with the Board Membership Policy. Co-opted Trust Board members may be re-appointed for a further period subject to these Rules. Members of the Trust Board will not receive any payment for serving on the Trust Board other than: the payment of expenses incurred in carrying out their duties; and nominal Trust Board Fees approved by the members in general meeting. No person can be a member of the Trust Board who: has been a member of the Trust Board for 12 consecutive years; has been declared bankrupt or compounded with their creditors; is subject to a disqualification order made under the Company Directors Disqualification Act; has been convicted of an indictable offence; is or may on the basis of medical evidence be suffering from mental disorder; fails to abide by any rules for the conduct of elections made by the Trust Board under Rule 53(a) Any member of the Trust Board who: ceases to comply with the criteria set out in these Rules; or ceases to be a member of the Trust; or resigns is to vacate the office of Trust Board member Any member of the Trust Board who: fails without good cause to attend 3 consecutive Trust Board meetings; or fails without good cause to participate in board training is to vacate the office of Trust Board member if required to do so by a majority of the other Trust Board members. At the third and fourth annual general meeting of the Trust [2] of the members of the Trust Board first elected by the members (to be chosen by lot) will resign from office. Thereafter the [2] longest serving member of the Trust Board elected by the members at the date of the annual general meeting each year will resign. Casual vacancies arising amongst the members of the Trust Board elected by the members will be dealt with as follows. 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 Trust Board. A vacancy occurring by death or resignation may be filled by the Trust Board. In each case the member appointed to fill the vacancy is to retire at the next annual general meeting and the Trust 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. A Trust 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 and voting on a poll at an annual or special general meeting of the Trust of which notice has been duly given. A Trust Board member may be suspended from office by a resolution of the other members of the Trust Board on the grounds of conduct detrimental to the interests of the Trust subject to such Trust Board member having been provided with a fair opportunity to be heard. Such suspension shall be for a period not exceeding 4 months. If at any time and for any reason after the first annual general meeting the number of members of the Trust Board shall drop below [9] the remaining Trust Board members may act but only for the purpose of filling vacancies or calling a general meeting. TRUST BOARD MEETINGS The Trust 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 Trust Board to the Chief Executive and to such other members of the Executive Board as the Trust Board desire to attend the meeting. 50% of Trust Board members including a minimum of 2 members of the Trust Board elected by the members or such higher number as the Trust Board may determine will form a quorum. A Trust Board meeting may be called by shorter notice if it is so agreed by all the Trust Board members entitled to attend and vote at the meeting. Unless the Trust Board decides otherwise, the Chief Executive (if appointed) is to be invited attend each meeting of the Trust Board. Other members of the Executive Board are to attend meetings of the Trust Board when requested to do so. Meetings of the Trust Board may be called either by the Secretary, or by a notice in writing given to the Secretary by the chair of the Trust Board, or by two Trust Board members who are not both elected by the members of the Trust or both co-opted Board members, specifying the business to be discussed. The Secretary is to communicate every such notice to all Trust 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 Trust 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. The Trust 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. The Trust 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 Trust Board. Questions arising at a Trust Board meeting shall be decided by a majority of votes. In case of an equality of votes at a Trust Board meeting the Chair shall have a casting vote. A resolution in writing signed by all members of the Trust Board will have the same effect as a resolution passed at a meeting of the Trust Board and may consist of several documents in the like form each signed by one or more Trust Board members. Save for the exceptions referred to below, no Trust 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 Trust. For the purposes of this rule, an interest of a person who is connected with a Trust Board member shall be treated as an interest of the Trust Board member. The exceptions are that Trust Board members may: buy tickets or season tickets for football matches and use the facilities of any football club in which the Trust is interested be paid expenses including travelling expenses; receive Trust Board fees; if they are co-opted members of the Trust Board be employees of Walsall Football Club; declare an interest in a particular contract or issue and: not be present except with the permission of the Trust Board in any discussion of the contract or issue not vote on the contract or issue (and if by inadvertence they do remain and vote, their vote is not be counted). Any member of the Trust 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 Trust Board. Any member of the Trust 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 Trust Board members. COMMITTEES OF THE TRUST BOARD The Trust Board may delegate any of its powers to committees of the Trust Board and in particular may appoint a sealing committee to consider documents submitted by the Executive Board for sealing and if appropriate to seal them. The Trust Board will: decide the membership of each committee; appoint the Chair of each committee; lay down the procedure to be adopted by each committee (including the quorum); produce a written record of the scope and authority of each committee. CONSTITUTION OF THE EXECUTIVE BOARD The Executive Board may have the following members who will be full or part time employees of the Trust: a Chief Executive; a Finance Director; a Human Resources Director; and such other Executives as the Trust Board thinks appropriate. If the Trust carries out any part of its business through a trading subsidiary company or Trust trading for the benefit of the community members of the Executive Board or the Trust Board shall be the directors or board of management of the subsidiary. The members of the Executive Board will be appointed by the Trust Board on terms agreed and approved by the Trust Board. The members of the Executive Board may be removed by the Trust Board. No person can be a member of the Executive Board who: has been declared bankrupt or compounded with their creditors; is subject to a disqualification order made under the Company Directors Disqualification Act; has been convicted of an indictable offence; is or may on the basis of medical evidence be suffering from mental disorder. 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. 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. 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 Trust. 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: receive a salary and other benefits under a service contract with the Trust; buy tickets or season tickets for football matches and use the facilities of any football club in which the Trust is interested; have an interest in a particular contract or issue if they shall first have explained their interest to the Executive Board and the Trust Board and: are not present except with the permission of the Executive Board in any discussion of the contract or issue do not vote on the contract or issue (and if by inadvertence they do remain and vote, their vote is to not be counted). 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 Trust 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 Trust Board. FINANCIAL AUDIT The Trust Board will in respect of each year of account: cause to be prepared a revenue account or revenue accounts which: accord with Part VII of the Companies Act 1985; singly or together deal with the affairs of the Trust and any subsidiary company or Trust as a whole for that year; and give a true and fair view of the income and expenditure of the Trust and any subsidiary company or Trust for that year; and comply with the rules of the Football League, the Premier League and any other relevant statutes or regulations; cause to be prepared a balance sheet in accordance with the provisions of Part VII of the Companies Act 1985 giving at that date a true and fair view of the state of the affairs of the Trust and any subsidiary company or Trust and complying with the rules of the Football League, the Premier League and any other relevant statutes or regulations. The Trust 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 Trust Board on the position of the affairs of the Trust and any subsidiary or holding company or Trust signed by the chair of the Trust Board meeting at which the report is adopted. The Trust 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 fair view of the income and expenditure, or the state of the affairs of the Trust, as the case may be. Every revenue account and balance sheet published is to be signed by the Secretary and by two Trust Board members acting on behalf of the Trust Board. A qualified auditor must be appointed to audit the Trusts accounts and a balance sheet for each financial year. In this rule qualified auditor means a person who is a qualified auditor under Section 25 of the Companies Act 1989. The auditor shall make a report to the Trust on the accounts examined by them and on the revenue account or accounts and the balance sheet of the Trust for the year in question. None of the following persons is to be appointed as auditor of the Trust: an officer or servant of the Trust; or a person who is a partner or close relative of or in the employment of or who employs an officer or servant of the Trust. Save as provided in this Rule every appointment of an auditor is to be made by resolution of a general meeting of the Trust. The exceptions are: the first appointment of an auditor is to be made within three months of the registration of the Trust and is to be made by the Trust Board if no general meeting of the Trust is held within that time; the Trust Board may appoint an auditor to fill any casual vacancy occurring between general meetings of the Trust. An auditor appointed to audit the accounts and balance sheet of the Trust for the preceding year of account (whether by a general meeting or by the Trust Board) is to be re-appointed as auditor of the Trust for the current year of account (whether or not any resolution expressly re-appointing them has been passed) unless: a resolution has been passed at a general meeting of the Trust appointing somebody instead of them or providing expressly that they are not be re-appointed; or they have given to the Trust notice in writing of their unwillingness to be re-appointed; or they are not permitted by these Rules to be the auditor; or they have ceased to act as auditor of the Trust by reason of incapacity; 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. A resolution at a general meeting of the Trust: appointing another person as auditor in place of a retiring auditor; or 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 Trust 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. The Trust will send a copy of the notice to the retiring auditor. If it is practicable to do so the Trust will give notice of the intended resolution to its members with the notice of the meeting. If that is not practicable, the Trust will publish details of the notice by advertisement not less than seven days before the meeting in a newspaper circulating in the area in which the Trust conducts its business. If the retiring auditor makes any representations in writing to the Trust in response to the notice or notifies the Trust that they intend to make such representations, the Trust will notify the members as required by Section 394 of the Companies Act 1985. PERFORMANCE AUDIT A general meeting of the Trust may require the Trust Board to appoint appropriate people to act as auditors of the achievement by the Trust of its objects or any aspect of the Trusts performance of its obligations under these Rules. ANNUAL RETURNS The Trust will make an annual return to the Registrar of Companies as required by the Companies Act 1985. AMENDMENT TO RULES Unless these Rules say otherwise any Rule may be altered or rescinded, or any new rule may be made, by resolution of at least three fourths of these members who vote in person or by proxy at a general meeting. No change to these Rules shall be valid until registered. INVESTMENT AND BORROWING The funds of the Trust may, to the extent permitted by the law for the time being in force and with the authority of the Trust Board, be invested: in the shares of any company or Trust; in any manner expressly authorised by the Act; but are not to be invested otherwise. The Trust may borrow money on such terms as the Trust Board shall authorize. INDEMNITY Officers will be indemnified by the Trust against all costs, losses and expenses which they may reasonably incur in 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 Trust. No officer is to be liable for any loss happening to the Trust 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 Trust 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 Trust. MISCELLANEOUS ADMINISTRATIVE PROVISIONS Anything done in good faith by any meeting of the Trust Board or the Executive Board shall be valid, notwithstanding that it is afterwards discovered that there was any defect in the appointment of any board member or board members or that any one or more of them were disqualified and shall be as valid as if every board member had been duly appointed and was duly qualified to serve. Minutes of every general meeting, of every meeting of the Trust and Executive Boards and of every meeting of a committee appointed by the Trust Board are to be kept. Minutes of meetings will be read at the next meeting and signed by the Chair of that meeting. The signed minutes will be conclusive evidence of the events of the meeting. The Trusts registered office is at 128 Parker Street Walsall WS3 2LF DISPUTES Every dispute which arises out of these Rules between the Trust and: a member; or any person aggrieved who has ceased to be a member within the six months prior to the date of the dispute; or any person claiming through such member or person aggrieved; or any person bringing a claim under the rules of the Trust; or an officer of the Trust is to be submitted to an arbitrator agreed by the parties or nominated by the Chair of the Football Trust. The arbitrators decision will be binding and conclusive on all parties. 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