Constitution

Summary Constitution of Stirling Albion Supporters Trust
Register No: 29560R
Name and Definitions
1. The name of the Society is to be Stirling Albion Supporters’ Society Limited and it is called “the Society” in the rest of these Rules;
Stirling Albion Football Club is called “the Club”; and
Stirling and the surrounding area is called “the Area”

Objects

2. The Society’s 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 the Club and the community which it serves and to represent the interests of the community in the running of the Club;
  • to benefit present and future members of the community served by the Club by promoting encouraging and furthering the game of football as a recreational facility, sporting activity and focus for community involvement;
  • to further the development of the game of football nationally and internationally and the upholding of its rules;
  • to encourage the Club to take proper account of the interests of its supporters and of the community it serves in its decisions;
  • to encourage and promote the principle of supporter representation on the board of any company owning or controlling the Club and ultimately to be the vehicle for democratic elections to the board;
  • to promote, develop and respect the rights of members of the community served by the Club and people dealing with the Society as set out in the Charter of Fundamental Rights of the European Union, having regard in particular to the need to provide information to members and conduct the affairs of the Society in accessible and appropriate ways;
  • to promote coaching schemes to develop the skills of young people and to widen interest in football regardless of the sex or ethnic origin of those involved.

Powers

3. 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 the Society may acquire an interest in the Club or any limited company owning or controlling the Club either itself or through a subsidiary.

4. In order to achieve its objects the Society may either itself or through a subsidiary company or society 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 Society any lawful fund raising scheme;
  • buy and hold shares in the Club;
  • hold and exercise proxies for shares in any company owning or controlling the Club either itself or through a subsidiary;
  • promote means to give supporters greater opportunity to invest in the Club;

award pensions, allowances, gratuities and bonuses to past and present employees (including their dependants and people connected with them) of:

  • the Society;
  • any predecessor of the Society; and
  • any subsidiary company or society of the Society;
  • 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(h);

indemnify or take out and maintain insurance for the benefit of people who are or were:

  • members of the Society Board or the Executive Board; or
  • officers; or
  • employees; or
  • 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;
  • 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;
  • so far as permitted by these Rules take out and maintain insurance against any risks to which the Society may be exposed;
  • co-operate with other supporters organisations, co-operatives and societies conducted for the benefit of the community at local, national and international levels;
  • do anything else which is necessary or expedient to achieve its objects

5. 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.

Membership

9. Membership is open to any person firm or corporate body who or which:
is a supporter of the Club; or
has an interest in the game of football in the Area and is in sympathy with the objects of the Society; and
agrees to be bound by these Rules and Rule 6 and 106 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.

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.
Shares

18. If a member ceases to be a member, the share registered in the name of that member is to be cancelled and the amount subscribed for the share is to become the property of the Society.
Organisation

22. The powers of the Society are to be exercised by the members, the Society Board and the Executive Board of the Society in the way set out in the Rules which follow.
Rights and Powers of Members

24. The members may by a resolution carried by not less than two-thirds of the members voting at a general meeting but not otherwise give directions to the Society Board. The following provisions apply to any directions given:

a. Any direction must:
be consistent with these Rules and with the Society’s contractual, statutory and other legal obligations; and
ii. not affect the powers and responsibilities of the Society Board, Chief Executive and Executive Board under Rules 26,27 and 28.
Any person who deals with the Society in good faith and is not aware that a direction has been given may deal with the Society on the basis that no direction has been given.
Secretary

30. The Society is to have a Secretary who shall be a member of the Society and whose functions will include:

  • acting as Secretary to the Society Board;
  • attending all meetings of the Executive Board;
  • acting as Secretary of any subsidiary company or society of the Society;
  • summoning and attending all general meetings of the Society and keeping the minutes;
  • keeping the register of members and other registers required to be kept by these Rules;
  • having charge of the seal of the Society;
  • monitoring the conduct of the Society’s affairs to ensure that it is conducted in accordance with these Rules;
  • arranging for members of the Society 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 Society;
  • preparing and sending all returns required to be made to the Financial Services Authority.

31. The Secretary shall not be a member of:-
the Executive Board;
any board or committee of management of any subsidiary company or society of the Society.

General Meetings

53. A vote given or poll demanded by proxy or by the duly authorised deputy of a corporate body, shall be valid unless notice of termination of the authority is received by the Society at the registered office or at any 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.
Constitution Of Society Board

56. With effect from the Society’s first annual general meeting, the Society Board is to have not less than 5 and not more than 15 members and will be made up as follows:

3 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;
Not less than 2 members will be co-opted by 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:
the Society Board has the skills and experience which it needs to operate effectively;
the interests of the community served by the Society are adequately represented;
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:
a representative or representatives of the local Council for the Area on behalf of itself and neighbouring local authorities;
a representative or representatives of the young;
a representative of disabled supporters;
a representative of local business;
a representative or representatives of any supporters group or groups of the Club;
a representative or representatives of employees of the Club;
a representative or representatives of the Sports Council and any community scheme run in association with the Club;
a representative of the players at the club, through a professional association or otherwise.

57. 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 5 the remaining Society Board members may act but only for the purpose of filling vacancies or calling a general meeting.

64. 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 elected 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 accordance with this Rule, which shall be approximately half of the total number.
Ammendment to Rules

98. Unless these Rules say otherwise any Rule may be altered or rescinded, or any new rule may be made, by resolution of at least two thirds of these members who vote in person or by proxy at a general meeting. No change to these Rules shall be valid until registered.

99. The following Rules may only be changed by a majority of at least three quarters of the members who vote in person or by proxy at a general meeting:
Rules 1 – 6 inclusive
This Rule
Rule 100
Rule 101
Rule 106

100. In the case of this Rule, Rule 6 and Rule 106 the quorum at any general meeting called to consider a resolution to amend shall be not less than one half of the members entitled to vote at the meeting if the Society has up to 200 members when the meeting is called; not less than one third of the members entitled to vote at the meeting if the Society has more than 200 but less than 1000 members when the meeting is called; and not less than one quarter of the members entitled to vote at the meeting if the Society has more than 1000 members when the meeting is called.
Changes to the Constitution

101. The Act provides that the Society may by special resolution:
amalgamate with another Society or a company registered under the Companies Acts
transfer its engagements to another society or a company registered under the Companies Acts
convert itself into a company registered under the Companies Acts
The quorum at any general meeting called to consider such a resolution shall be 50% of the members entitled to attend and vote at the meeting unless the resolution proposes an amalgamation with or transfer of engagements to another industrial and provident society trading for the benefit of the community and having provisions in its rules substantially identical to Rule 6, Rule 106 and this Rule.

Dissolution

106. If on the winding up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities any property whatsoever the same is to be transferred to:
a sporting charity or sporting charities operating in the Area; and/or
one or more societies established for the benefit of the community operating in the Area; and/or
one or more societies established for the benefit of the community
in each case as determined by the members at a meeting called to decide the issue. Nothing belonging to the Society shall be transferred to any other society unless that society has in its rules a rule substantially in the terms of this Rule.
Miscellaneous Administrative Provisions

110. The Society will not be entitled to rely against other persons on any alteration in its Rules if the alteration had not been registered at the material time and is not shown by the Society to have been known at that time to the person concerned.

113. 113. The Society’s registered office is at Bell and Craig, Solicitors, 4 Albert Place, Dumbarton Road, Stirling FK8 2QL. The Society is to keep at its registered office:
a register in which the Secretary is to enter the following particulars:
the names and addresses of the members;
details of the share held by each member and of the amount paid or agreed to be considered as paid for that share;
a statement of other property in the Society whether in loans or loan stock held by each member;
the date at which each person was entered in the register as a member and the date at which any person ceased to be a member;
details of any deputy appointed by any corporate member;
the names and addresses of the members of the Society and Executive Boards with the offices held by them and the dates on which they assumed office.
a duplicate register in which the Secretary is to enter all the particulars in the original register of members other than those referred to in (a) (ii) and (iii) above;
a register of the holders of loan stock in which the Secretary is to enter such particulars as the Society Board direct and register all transfers of loan stock;
a register in which the Secretary is to enter such particulars of all mortgages and charges on land of the Society as the Society Board directs.

114. Subject to the provisions of the Data Protection Act the registers to be maintained by the Society may be kept in electronic form.