Constitution

Background

 

The Football Supporters Association recommend that Trusts be registered as an Industrial and Provident Society with the Financial Conduct Authority (FCA). As such all its actions and conduct will be regulated by the provisions of the Industrial and Provident Societies Acts, 1965–1978. This has now been superseded by the Co-operative and Community Benefit Societies Act 2014.

Because it is registered as an IPS with the FCA, there are certain requirements that it must meet, and other things that it cannot do. In particular, the FCA will not register any amendment to the Rules which is not in accordance with the democratic and community benefit principles established in the Trust’s constitution.

The Trust must file annual reports to the FCA. We have appointed an independent financial examiner, but don’t have to present audited accounts at the Trust’s AGM and to the FCA. Instead, we file an annual return to the FCA website. Supporter groups should also be committed to producing financial reports to every meeting of the Trust, which is also something we do.

Everything that a Trust does will be guided and controlled by its Constitution. The IPS Constitution is directly based on the Model Rules for a Football Community Mutual, drawn up by Kevin Jaquiss of Cobbetts Solicitors, specifically for Supporters Direct (a predecessor of the Football Supporters Association).

Summary

Huddersfield Town Supporters' Society Limited (known as Huddersfield Town Supporters' Association - HTSA) belongs to its members. Every member will own one share, with a value of £1, in the Trust. Those shares cannot be traded or transferred.

The Constitution guarantees that:

- The Trust must operate for the benefit of the community that it serves.

- The Trust’s members and its officers will not profit from the Trust. FCA operates a model rule system and monitors changes from the model. They will not register rule changes that fall foul of the constitution or the legal requirements for a Trust.

Among the powers granted by the Constitution are the power to acquire an interest in the club (i.e. shares), the power to establish, promote, and maintain any lawful fundraising scheme and the power to hold and exercise proxies for shares in the club.

The profits or surpluses of the Trust can only be used to maintain prudent reserves and on expenditure to achieve the Trust’s objectives.

Membership can be open to any person, corporate body or firm who is a supporter of the club, or has an interest in the game of football in the area, and who agrees to be bound by the rules of the Trust. Any member aged 18 or over has full voting rights, and any member aged 18 or over can stand for election to the board.

The Constitution contains machinery for expulsion of members under appropriate circumstances and reserves the committee’s right to refuse membership applications.

All members own one share, with a nominal value of £1, and these may not be withdrawn, traded, or transferred. Once individual membership ceases the share registered in the name of that member will be cancelled and the amount subscribed for the value of the share becomes the property of the Trust. Shares carry no right to interest, dividend, or bonus.

The essential machinery for the day-to-day running of the Trust will be a management committee (the Board), though the constitution is flexible enough for other arrangements (like sub-committees or an Executive Committee) to evolve if appropriate or necessary. The Constitution makes it possible for the Trust’s membership to specifically direct the Committee’s actions, if felt appropriate. There must be an Annual General Meeting every year.

If the IPS ceases to exist or is dissolved by the membership, any assets remaining after the satisfaction of all debts and liabilities will be transferred to:

- A sporting charity or charities operating in the area

- One or more societies established for the benefit of the community operating in the area

- One or more societies established for the benefit of the community, according to the membership’s wishes

This summary is for indicative purposes only, and whilst it represents an honest attempt to summarise the model rules and legal status of an IPS it should not be regarded as a legal or definitive document in any sense.

Huddersfield Town Supporters' Society Ltd, trading as Huddersfield Town Supporters' Association, is registered in England and Wales under the Community Benefit Societies Act 2014. We are Society number IP29567R with the Financial Conduct Authority, and a member trust of the Football Supporters Association.