Articles of Association
of
Torquay United Association Football Club Limited (The)
Company Number 00175954
Companies Act 2006
Private Company Limited by Shares
Adopted by Special Resolution Passed on [DATE]
INDEX TO THE ARTICLES
INTERPRETATION AND LIMITATION OF LIABILITY. 4
2 Liability of shareholders. 5
DIRECTORS’ POWERS AND RESPONSIBILITIES. 6
3 Directors’ general authority. 6
4 Shareholders’ reserve power 6
DECISION-MAKING BY DIRECTORS. 7
7 Directors to take decisions collectively. 7
9 Calling a directors’ meeting. 8
10 Participation in directors’ meetings. 8
11 Quorum for directors’ meetings. 8
12 Chairing of directors’ meetings. 9
15 Records of decisions to be kept 10
16 Directors’ discretion to make further rules. 11
APPOINTMENT OF DIRECTORS & SECRETARY. 11
17 Methods of appointing directors. 11
18 Termination of director’s appointment 12
19 Directors’ remuneration. 12
21 All shares to be fully paid up. 13
22 Powers to issue different classes of share. 13
23 Company not bound by less than absolute interests. 14
25 Replacement share certificates. 14
28 Exercise of transmittees’ rights. 16
29 Transmittees bound by prior notices. 16
31 Heritage rights protection. 17
32 Pre-emption on transfer and exclusion of the statutory pre-emption procedure. 17
DIVIDENDS AND OTHER DISTRIBUTIONS. 19
34 Procedure for declaring dividends. 19
35 Payment of dividends and other distributions. 19
36 No interest on distributions. 20
37 Unclaimed distributions. 20
39 Waiver of distributions. 21
40 Authority to capitalise and appropriation of capitalised sums. 22
DECISION-MAKING BY SHAREHOLDERS. 23
ORGANISATION OF GENERAL MEETINGS. 23
41 Calling a general meeting. 23
43 Electronic general meetings. 23
45 Security at electronic general meetings. 24
46 Notice to a shareholder: 24
47 Attendance and speaking at general meetings. 25
48 Quorum for general meetings. 25
49 Chairing general meetings. 25
50 Attendance and speaking by directors and non-shareholders. 26
VOTING AT GENERAL MEETINGS. 27
55 Content of proxy notices. 28
56 Delivery of proxy notices. 29
57 Amendments to resolutions. 29
ADMINISTRATIVE ARRANGEMENTS. 30
58 Means of communication to be used. 30
59 No right to inspect accounts and other records. 30
60 Provision for employees on cessation of business. 30
DIRECTORS’ INDEMNITY AND INSURANCE. 31
PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
1 Defined terms
1.1. In the articles, unless the context requires otherwise:
“articles” means the Club’s articles of association;
“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“chairperson” has the meaning given in article 12;
“chairperson of the meeting” has the meaning given in article 48;
“Club” means Torquay United Association Football Club Limited (The) (registered number 00175954);
“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the Club;
“director” means a director of the Club, and includes any person occupying the position of director, by whatever name called;
“distribution recipient” has the meaning given in article 35;
“document” includes, unless otherwise specified, any document sent or supplied in electronic form;
“electronic form” has the meaning given in section 1168 of the Companies Act 2006;
“FA” means The Football Association Limited (a company with registered office address at Wembley Stadium, Wembley, London, HA9 0WS and incorporated under company number 00077797);
“fully paid” in relation to a share, means that the nominal value and any premium to be paid to the Club in respect of that share have been paid to the Club;
“hard copy form” has the meaning given in section 1168 of the Companies Act 2006;“Heritage Rights” means those rights afforded to Torquay United Supporters Trust pursuant to Article 31.
“holder” in relation to shares means the person whose name is entered in the register of
members as the holder of the shares;
“instrument” means a document in hard copy form;
“ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;
“paid” means paid or credited as paid;
“participate”, in relation to a directors’ meeting, has the meaning given in article 10;
“proxy notice” has the meaning given in article 55;
“shareholder” means a person who is the holder of a share;
“shares” means shares in the Club;
“special resolution” has the meaning given in section 283 of the Companies Act 2006;
“subsidiary” has the meaning given in section 1159 of the Companies Act 2006;
“Torquay United Supporters Trust” means Torquay United Supporters Society Limited (registered society number 30153R);
“transmittee” means a person entitled to a share by reason of the death or bankruptcy of a
shareholder or otherwise by operation of law;
“Trust Shares” means the shares in the Club held by Torquay United Supporters Trust with the associated rights and obligations attached as set out in the articles; and
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the Club.
The model articles for private companies limited by shares contained in Schedule 1 to the Companies (Model Articles) Regulations 2008 (SI 2008/3229), as amended prior to the date of adoption of these articles shall not apply to the Club.
2 Liability of shareholders
2.1. The liability of the shareholders is limited to the amount, if any, unpaid on the shares held by them.
PART 2
DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
3 Directors’ general authority
3.1. Subject to the articles, the directors are responsible for the management of the Club’s business, for which purpose they may exercise all the powers of the Club.
4 Shareholders’ reserve power
4.1. The shareholders may, by ordinary resolution (unless a special resolution is required by law or these articles), direct the directors to take, or refrain from taking, specified action.
4.2. No such resolution invalidates anything which the directors have done before the passing of the resolution.
5 Directors may delegate
5.1. Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles:
5.1.1. to such person or committee;
5.1.2. by such means (including by power of attorney);
5.1.3. to such an extent;
5.1.4. in relation to such matters or territories; and
5.1.5. on such terms and conditions,
as they think fit.
5.2. If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
5.3. The directors may revoke any delegation in whole or part, or alter its terms and conditions.
6 Committees
6.1. Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
6.2. The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.
DECISION-MAKING BY DIRECTORS
7 Directors to take decisions collectively
7.1. The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 8.
7.2. If:
7.2.1. the Club only has one director, and
7.2.2. no provision of the articles requires it to have more than one director,
the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.
8 Unanimous decisions
8.1. A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
8.2. Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
8.3. References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
8.4. A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
9 Calling a directors’ meeting
9.1. Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the Club secretary (if any) to give such notice.
9.2. Notice of any directors’ meeting must indicate:
9.2.1. its proposed date and time;
9.2.2. where it is to take place; and
9.2.3. if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
9.3. Notice of a directors’ meeting must be given to each director, but need not be in writing.
9.4. Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the Club not more than seven days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
10 Participation in directors’ meetings
10.1. Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when:
10.1.1. the meeting has been called and takes place in accordance with the articles, and
10.1.2. they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
10.2. In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
10.3. If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
10.4. Directors participating in a meeting may decide that specified persons be permitted to join such meeting by invitation.
11 Quorum for directors’ meetings
11.1. At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
11.2. The quorum for directors’ meetings shall be two, or such other number as fixed from time to time by a decision of the directors.
11.3. If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision:
11.3.1. to appoint further directors, or
11.3.2. to call a general meeting so as to enable the shareholders to appoint further directors.
11.4. Where the Torquay United Supporters Trust has validly appointed one or more directors to the board, a meeting shall only be quorate where at least one of those directors is present.
12 Chairing of directors’ meetings
12.1. The directors may appoint a director to chair their meetings.
12.2. The person so appointed for the time being is known as the chairperson.
12.3. The directors may terminate the chairperson’s appointment at any time.
12.4. If the chairperson is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
13 Casting vote
13.1. If the numbers of votes for and against a proposal are equal, the chairperson or other director chairing the meeting has a casting vote.
13.2. But this does not apply if, in accordance with the articles, the chairperson or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
14 Conflicts of interest
14.1. If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the Club in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
14.2. But if article 14.3 applies, a director who is interested in an actual or proposed transaction or arrangement with the Club is to be counted as participating in the decision-making process for quorum and voting purposes.
14.3. This article applies when:
14.3.1. the directors decide to disapply the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
14.3.2. the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
14.3.3. the director’s conflict of interest arises from a permitted cause.
14.4. For the purposes of this article, the following are permitted causes:
14.4.1. a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the Club or any of its subsidiaries;
14.4.2. subscription, or an agreement to subscribe, for shares or other securities of the Club or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and
14.4.3. arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the Club or any of its subsidiaries which do not provide special benefits for directors or former directors.
14.5. For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.
14.6. Subject to article 14.7, if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairperson whose ruling in relation to any director other than the chairperson is to be final and conclusive.
14.7. If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairperson, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairperson is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
15 Records of decisions to be kept
15.1. The directors must ensure that the Club keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
16 Directors’ discretion to make further rules
16.1. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.
APPOINTMENT OF DIRECTORS & SECRETARY
17 Methods of appointing directors
17.1. Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director:
17.1.1. by ordinary resolution;
17.1.2. by a decision of the directors; or
17.1.3. in accordance with Articles 17.4 and 17.5 below.
17.2. In any case where, as a result of death, the Club has no shareholders and no directors, the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director.
17.3. For the purposes of article 17.2 where two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder.
17.4. For so long as the Torquay United Supporters Trust holds equal to or in excess of 72,555 Trust Shares, it shall be entitled to nominate one director to the board (and to remove and/or replace such director), subject in all cases to: (i) receipt by the Club of notification of the appointment or removal of the nominated director as applicable; (ii) any applicable legal or regulatory approvals being secured; and (iii) written confirmation of willingness to act by the relevant director in such form as reasonably required by the Club.
17.5. For so long as the Torquay United Supporters Trust holds equal to or in excess of 217,664 Trust Shares, the provisions of article 17.4 shall apply in relation to two directors instead of one.
17.6. Where Torquay United Supporters Trust ceases to meet a shareholding threshold specified in articles 17.4 and/or 17.5, the applicable rights to nominate a director shall cease to apply and any serving director may be removed from the board in accordance with these articles and applicable law.
17.7. The directors may appoint any person who is willing to act as the secretary for such term, at such remuneration and on such conditions as they may think fit and from time to time remove such person and, if the directors so decide, appoint a replacement, in each case by a decision of the directors.
18 Termination of director’s appointment
18.1. A person ceases to be a director as soon as:
18.1.1. that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
18.1.2. a bankruptcy order is made against that person;
18.1.3. a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
18.1.4. a registered medical practitioner who is treating that person gives a written opinion to the Club stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
18.1.5. notification is received by the Club from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms;
18.1.6. they cease to maintain approved status by any applicable legal or regulatory authority, including but not limited to the FA;
18.1.7. the Club receives notification from Torquay United Supporters Trust of the removal of such person as a director as prescribed in article 17.4 or 17.5;
18.1.8. the board resolves to remove a such person as a director in accordance with article 17.6 due to the Torquay United Supporters Trust ceasing to hold the required shareholding prescribed in articles 17.4 or 17.5.
19 Directors’ remuneration
19.1. Directors may undertake any services for the Club that the directors decide.
19.2. Directors are entitled to such remuneration as the directors determine:
19.2.1. for their services to the Club as directors, and
19.2.2. for any other service which they undertake for the Club.
19.3. Subject to the articles, a director’s remuneration may:
19.3.1. take any form, and
19.3.2. include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
19.4. Unless the directors decide otherwise, directors’ remuneration accrues from day to day.
19.5. Unless the directors decide otherwise, directors are not accountable to the Club for any remuneration which they receive as directors or other officers or employees of the Club’s subsidiaries or of any other body corporate in which the Club is interested.
20 Directors’ expenses
20.1. The Club may pay any reasonable expenses which the directors properly incur in connection with their attendance at:
20.1.1. meetings of directors or committees of directors,
20.1.2. general meetings, or
20.1.3. separate meetings of the holders of any class of shares or of debentures of the Club, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Club.
PART 3
SHARES AND DISTRIBUTIONS
SHARES
21 All shares to be fully paid up
21.1. No share is to be issued for less than the aggregate of its nominal value and any premium to be paid to the Club in consideration for its issue.
21.2. This does not apply to shares taken on the formation of the Club by the subscribers to the Club’s memorandum.
22 Powers to issue different classes of share
22.1. Subject to the articles, but without prejudice to the rights attached to any existing share, the Club may issue shares with such rights or restrictions as may be determined by ordinary resolution.
22.2. The Club may issue shares which are to be redeemed, or are liable to be redeemed at the option of the Club or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.
23 Club not bound by less than absolute interests
23.1. Except as required by law, no person is to be recognised by the Club as holding any share upon any trust, and except as otherwise required by law or the articles, the Club is not in any way to be bound by or recognise any interest in a share other than the holder’s absolute ownership of it and all the rights attaching to it.
24 Share certificates
24.1. The Club must issue each shareholder, free of charge, with one or more certificates in respect of the shares which that shareholder holds.
24.2. Every certificate must specify:
24.2.1. in respect of how many shares, of what class, it is issued;
24.2.2. the nominal value of those shares;
24.2.3. that the shares are fully paid; and
24.2.4. any distinguishing numbers assigned to them.
24.3. No certificate may be issued in respect of shares of more than one class.
24.4. If more than one person holds a share, only one certificate may be issued in respect of it.
24.5. Certificates must be otherwise in accordance with the Companies Acts.
25 Replacement share certificates
25.1. If a certificate issued in respect of a shareholder’s shares is:
25.1.1. damaged or defaced, or
25.1.2. said to be lost, stolen or destroyed, that shareholder is entitled to be issued with a replacement certificate in respect of the same shares.
25.2. A shareholder exercising the right to be issued with such a replacement certificate:
25.2.1. may at the same time exercise the right to be issued with a single certificate or separate certificates;
25.2.2. must return the certificate which is to be replaced to the Club if it is damaged or defaced; and
25.2.3. must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide.
26 Share transfers
26.1. Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.
26.2. No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share.
26.3. The Club may retain any instrument of transfer which is registered.
26.4. The transferor remains the holder of a share until the transferee’s name is entered in the register of members as holder of it.
26.5. The directors may refuse to register the transfer of a share, and if they do so, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent.
27 Transmission of shares
27.1. If title to a share passes to a transmittee, the Club may only recognise the transmittee as having any title to that share.
27.2. A transmittee who produces such evidence of entitlement to shares as the directors may properly require:
27.2.1. may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person, and
27.2.2. subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had.
27.3. But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder’s death or bankruptcy or otherwise, unless they become the holders of those shares.
28 Exercise of transmittees’ rights
28.1. Transmittees who wish to become the holders of shares to which they have become entitled must notify the Club in writing of that wish.
28.2. If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it.
28.3. Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred.
29 Transmittees bound by prior notices
29.1. If a notice is given to a shareholder in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the shareholder before the transmittee’s name has been entered in the register of members.
30 Equality of shares
30.1. Subject to article 31 but notwithstanding any other provision in the articles, all shares in the Club, irrespective of their nominal value, shall rank equally in all respects and shall confer identical rights and privileges upon their holders. This includes, but is not limited to, the following:
30.1.1. Each share, regardless of its nominal value, shall entitle its holder to one vote on a poll at a general meeting of the Club.
30.1.2. All shares shall be entitled to receive dividends at the same rate per share without any preference or distinction based on their nominal value.
30.1.3. In the event of the winding up of the Club, all shares shall confer the right to an equal share in the distribution of the Club’s assets available for distribution, in proportion to the number of shares held, irrespective of their nominal value.
30.2. Subject to provisions elsewhere in these articles, the Club shall not, directly or indirectly, give any special privileges or impose any special restrictions on any class of shares based on the nominal value of the shares, and all shares shall be subject to the same terms and conditions.
31 Heritage rights protection
31.1. Where any legal or natural person holds equal to or in excess of 217,664 Trust Shares, the directors may only proceed with any of the following actions with the consent of such person:
31.1.1. Alter the name of the Club;
31.1.2. Change the Club’s stadium location;
31.1.3. Make any material change to the badges, logos or other devices used in the signage, publications, advertising, promotional material, affiliated teams or other branding of the Club;
31.1.4. Change the predominant colours of the Club’s home playing strip;
31.1.5. Change the name or nickname of the Club or team or its status with the FA, the English Football League or National League (unless required to do so by such body);
31.1.6. Amend or remove this article 31, article 11.4, article 17.4, article 17.5, article 30 or article 32.2.
32 Pre-emption on transfer and exclusion of the statutory pre-emption procedure
Exclusion of statutory pre-emption procedure
32.1. In accordance with section 567(1) of the Companies Act 2006, sections 561 and 562 of the Companies Act 2006 shall not apply to an allotment of equity securities (as defined in section 560(1) of the Companies Act 2006) made by the Club.
Pre-emption Rights on Transfer of Shares
32.2. Right of First Refusal
32.2.1. Offer Notice: If any shareholder (the “Selling Shareholder”) proposes to transfer any of their shares (the “Offered Shares”), they must first offer such shares to all existing shareholders each holding in excess of 5% of the Club’s issued share capital (the “Non-Selling Shareholders”) by giving a written notice (the “Offer Notice”) to the Club and to each Non-Selling Shareholder. The Offer Notice must specify the number and class of shares to be transferred, the price per share, and any other material terms and conditions of the proposed transfer.
32.2.2. Acceptance Period: Upon receipt of the Offer Notice, each Non-Selling Shareholder has the right to purchase all or any portion of the Offered Shares, in proportion to their existing shareholding, by delivering a written acceptance (the “Acceptance Notice”) to the Selling Shareholder within 30 days of receiving the Offer Notice (the “Acceptance Period”).
32.2.3. Allocation of Unsubscribed Shares: If any Non-Selling Shareholder does not exercise their right to purchase their proportionate share of the Offered Shares within the Acceptance Period, the remaining Offered Shares will be re-offered to the Non-Selling Shareholders who have elected to purchase their full proportionate share, on a pro-rata basis or in such proportions as they may agree amongst themselves.
32.2.4. Completion Notice: The Selling Shareholder must give written notice (the “Completion Notice”) to the Club and the Non-Selling Shareholders, specifying the number of shares to be transferred to each Non-Selling Shareholder who has accepted the offer, and the total consideration to be paid.
32.2.5. Payment and Transfer: The completion of the sale and purchase of the Offered Shares will take place within 10 business days following the end of the Acceptance Period, or such other date as the parties may agree, at which time the Selling Shareholder will transfer the Offered Shares to the purchasing Non-Selling Shareholders against payment of the purchase price.
Permitted Transfers
32.2.6. Exempt Transfers: The provisions of this article do not apply to any transfer of shares to a Permitted Transferee, which includes:
32.2.6.1. transfers to a spouse, civil partner, child, or grandchild of the shareholder;
32.2.6.2. transfers to trustees of a trust of which the shareholder or their immediate family are the beneficiaries;
32.2.6.3. transfers to a company which is controlled by the shareholder.
32.2.7. Notification of Exempt Transfers: The Selling Shareholder must notify the Club and the Non-Selling Shareholders of any transfer to a Permitted Transferee within 10 business days of the transfer.
32.2.8. Invalid Transfer: Any transfer of shares made in breach of the provisions of this Article will be invalid and will not be registered by the Club.
33 Share buyback
33.1. Subject to the Companies Act 2006 but without prejudice to any other provision of these articles, the Club may purchase its own shares in accordance with Chapter 4 of Part 18 of the Companies Act 2006, including out of capital up to any amount in a financial year not exceeding the lower of:
33.1.1. £15,000; and
33.1.2. the nominal value of 5% of the Club’s fully paid share capital at the beginning of
each financial year of the Club.
DIVIDENDS AND OTHER DISTRIBUTIONS
34 Procedure for declaring dividends
34.1. The Club may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
34.2. A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors.
34.3. No dividend may be declared or paid unless it is in accordance with shareholders’ respective rights.
34.4. Unless the shareholders’ resolution to declare or directors’ decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each shareholder’s holding of shares on the date of the resolution or decision to declare or pay it.
34.5. If the Club’s share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear.
34.6. The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment.
34.7. If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights.
35 Payment of dividends and other distributions
35.1. Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means:
35.1.1. transfer to a bank or building society account specified by the distribution recipient either in writing or as the directors may otherwise decide;
35.1.2. sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient’s registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide;
35.1.3. sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide; or
35.1.4. any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide.
35.2. In the articles, “the distribution recipient” means, in respect of a share in respect of which a dividend or other sum is payable:
35.2.1. the holder of the share; or
35.2.2. if the share has two or more joint holders, whichever of them is named first in the register of members; or
35.2.3. if the holder is no longer entitled to the share by reason of death or bankruptcy, or
35.2.4. otherwise by operation of law, the transmittee.
36 No interest on distributions
36.1. The Club may not pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by:
36.1.1. the terms on which the share was issued, or
36.1.2. the provisions of another agreement between the holder of that share and the Club.
37 Unclaimed distributions
37.1. All dividends or other sums which are:
37.1.1. payable in respect of shares, and
37.1.2. unclaimed after having been declared or become payable,
may be invested or otherwise made use of by the directors for the benefit of the Club until claimed.
37.2. The payment of any such dividend or other sum into a separate account does not make the Club a trustee in respect of it.
37.3. If:
37.3.1. twelve years have passed from the date on which a dividend or other sum became due for payment, and
37.3.2. the distribution recipient has not claimed it,
the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the Club.
38 Non-cash distributions
38.1. Subject to the terms of issue of the share in question, the Club may, by ordinary resolution on the recommendation of the directors, decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company).
38.2. For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution:
38.2.1. fixing the value of any assets;
38.2.2. paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and
38.2.3. vesting any assets in trustees.
39 Waiver of distributions
39.1. Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the Club notice in writing to that effect, but if:
39.1.1. the share has more than one holder, or
39.1.2. more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise,
the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share.
CAPITALISATION OF PROFITS
40 Authority to capitalise and appropriation of capitalised sums
40.1. Subject to the articles, the directors may, if they are so authorised by an ordinary resolution:
40.1.1. decide to capitalise any profits of the Club (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the Club’s share premium account or capital redemption reserve; and
40.1.2. appropriate any sum which they so decide to capitalise (a “capitalised sum”) to the persons who would have been entitled to it if it were distributed by way of dividend (the “persons entitled”) and in the same proportions.
40.2. Capitalised sums must be applied:
40.2.1. on behalf of the persons entitled, and
40.2.2. in the same proportions as a dividend would have been distributed to them.
40.3. Any capitalised sum may be applied in paying up new shares of a nominal amount equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct.
40.4. A capitalised sum which was appropriated from profits available for distribution may be applied in paying up new debentures of the Club which are then allotted credited as fully paid to the persons entitled or as they may direct.
40.5. Subject to the articles the directors may:
40.5.1. apply capitalised sums in accordance with article 40.3 and 40.4 partly in one way and partly in another;
40.5.2. make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments); and
40.5.3. authorise any person to enter into an agreement with the Club on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article.
PART 4
DECISION-MAKING BY SHAREHOLDERS
ORGANISATION OF GENERAL MEETINGS
41 Calling a general meeting
41.1. The board shall determine whether a general meeting is to be held as an electronic general meeting as well as, or instead of, a physical general meeting. The board may call general meetings whenever and at such times and places (including electronic platforms) as it shall determine.
42 Contents of notice
42.1. The notice shall specify whether the meeting shall be an electronic general meeting in addition to, or instead of, the physical general meeting. The notice of general meeting (including any notice given by means of a website) shall specify:
42.1.1. the place, date and time of the physical meeting, details of any electronic platform for the meeting;
42.1.2. whether the meeting will be an annual general meeting and the general nature of the business to be transacted. If the notice is made available by means of a website, it must be available until the conclusion of the meeting. Any electronic platform may vary from time to time and from meeting to meeting as the board, in its sole discretion, sees fit.
42.1.3. the full text of any special resolutions to be voted on at the meeting; and
42.1.4. an explanatory note on the shareholder’s right to appoint a proxy to vote on their behalf.
43 Electronic general meetings
43.1. Without prejudice to article 46 the board may resolve to hold a general meeting as an electronic general meeting in addition to, or instead of, a physical general meeting and allow shareholders entitled to attend a general meeting by electronic means. Those shareholders attending by electronic means and present at the electronic general meeting shall be counted in the quorum for, and entitled to vote at, the general meeting in question in addition to those shareholders present at the general meeting and attending the physical meeting location. The meeting shall be duly constituted and its proceedings valid if the chair of the general meeting is satisfied that adequate facilities are available throughout the electronic general meeting to ensure that shareholders attending the electronic general meeting who are not present together at the same place may, by electronic means, attend and speak and vote at it. Nothing in these articles prevents a general meeting being held both physically and electronically.
44 Meaning of participate
44.1. For the purposes of articles 46-49 and 51-56 the right of a shareholder to participate in the business of any general meeting shall include without limitation the right to speak, vote on a poll, be represented by a proxy and have access (including electronic access) to all documents which are required by the Companies Acts or these articles to be made available the meeting.
45 Security at electronic general meetings
45.1. The board and, at any electronic general meeting, the chair may make any arrangement and impose any requirement or restriction as is:
45.1.1. necessary to ensure the identification of those taking part and the security of the electronic communication; and
45.1.2. proportionate to those objectives.
45.2. In this respect the Club is able to authorise any voting application, system or facility for electronic general meetings as it sees fit.
46 Notice to a shareholder:
46.1. Notice of the general meeting must be given to all shareholders entitled to receive notice at least 14 clear days before the date of the general meeting (that is, excluding the day of the meeting and the day on which the notice is served).
46.2. Any notice sent to a shareholder:
46.2.1. by first class post, shall be deemed served on the shareholder on the day after the letter was put in the post;
46.2.2. by second class post, shall be deemed served on the shareholder on the second day after the letter was put in the post; and
46.2.3. by email, shall be deemed served on the shareholder on the day on which the email was sent.
47 Attendance and speaking at general meetings
47.1. A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
47.2. A person is able to exercise the right to vote at a general meeting when:
47.2.1. that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
47.2.2. that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
47.3. The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
47.4. In determining attendance at a general meeting, it is immaterial whether any two or more shareholders attending it are in the same place as each other.
47.5. Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
48 Quorum for general meetings
48.1. No business other than the appointment of the chairperson of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.
48.2. The quorum for a general meeting shall be two shareholders, or two other individuals who are qualifying persons as defined by section 318(3) of the Companies Act 2006.
49 Chairing general meetings
49.1. If the directors have appointed a chairperson, the chairperson shall chair general meetings if present and willing to do so.
49.2. If the directors have not appointed a chairperson, or if the chairperson is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start:
49.2.1. the directors present, or
49.2.2. (if no directors are present), the meeting,
must appoint a director or shareholder to chair the meeting, and the appointment of the chairperson of the meeting must be the first business of the meeting.
49.3. The person chairing a meeting in accordance with this article is referred to as “the chairperson of the meeting”.
50 Attendance and speaking by directors and non-shareholders
50.1. Directors may attend and speak at general meetings, whether or not they are shareholders.
50.2. The chairperson of the meeting may permit other persons who are not:
50.2.1. shareholders of the Club, or
50.2.2. otherwise entitled to exercise the rights of shareholders in relation to general meetings,
to attend and speak at a general meeting.
51 Adjournment
51.1. If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairperson of the meeting must adjourn it.
51.2. The chairperson of the meeting may adjourn a general meeting at which a quorum is present if:
51.2.1. the meeting consents to an adjournment, or
51.2.2. it appears to the chairperson of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
51.3. The chairperson of the meeting must adjourn a general meeting if directed to do so by the meeting.
51.4. When adjourning a general meeting, the chairperson of the meeting must:
51.4.1. either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
51.4.2. have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
51.5. If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Club must give at least seven clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):
51.5.1. to the same persons to whom notice of the Club’s general meetings is required to be given, and
51.5.2. containing the same information which such notice is required to contain.
51.6. No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
52 Voting: general
52.1. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.
53 Errors and disputes
53.1. No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
53.2. Any such objection must be referred to the chairperson of the meeting, whose decision is final.
54 Poll votes
54.1. A poll on a resolution may be demanded:
54.1.1. in advance of the general meeting where it is to be put to the vote, or
54.1.2. at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
54.2. A poll may be demanded by:
54.2.1. the chairperson of the meeting;
54.2.2. the directors;
54.2.3. two or more persons having the right to vote on the resolution; or
54.2.4. a person or persons representing not less than one tenth of the total voting rights of all the shareholders having the right to vote on the resolution.
54.3. A demand for a poll may be withdrawn if:
54.3.1. the poll has not yet been taken, and
54.3.2. the chairperson of the meeting consents to the withdrawal.
54.4. Polls must be taken immediately and in such manner as the chairperson of the meeting directs.
55 Content of proxy notices
55.1. Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which:
55.1.1. states the name and address of the shareholder appointing the proxy;
55.1.2. identifies the person appointed to be that shareholder’s proxy and the general meeting in relation to which that person is appointed;
55.1.3. is signed by or on behalf of the shareholder appointing the proxy, or is authenticated in such manner as the directors may determine; and
55.1.4. is delivered to the Club in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
55.2. The Club may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
55.3. Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
55.4. Unless a proxy notice indicates otherwise, it must be treated as:
55.4.1. allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
55.4.2. appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
56 Delivery of proxy notices
56.1. A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Club by or on behalf of that person.
56.2. An appointment under a proxy notice may be revoked by delivering to the Club a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
56.3. A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
56.4. If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.
57 Amendments to resolutions
57.1. An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
57.1.1. notice of the proposed amendment is given to the Club in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairperson of the meeting may determine), and
57.1.2. the proposed amendment does not, in the reasonable opinion of the chairperson of the meeting, materially alter the scope of the resolution.
57.2. A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:
57.2.1. the chairperson of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
57.2.2. the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
57.3. If the chairperson of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairperson’s error does not invalidate the vote on that resolution.
PART 5
ADMINISTRATIVE ARRANGEMENTS
58 Means of communication to be used
58.1. Subject to the articles, anything sent or supplied by or to the Club under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Club.
58.2. Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
58.3. A director may agree with the Club that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
59 No right to inspect accounts and other records
59.1. Except as provided by law or authorised by the directors or an ordinary resolution of the Club, no person is entitled to inspect any of the Club’s accounting or other records or documents merely by virtue of being a shareholder.
60 Provision for employees on cessation of business
60.1. The directors may decide to make provision for the benefit of persons employed or formerly employed by the Club or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Club or that subsidiary.
DIRECTORS’ INDEMNITY AND INSURANCE
61 Indemnity
61.1. Subject to article 61.2, a relevant director of the Club or an associated company may be indemnified out of the Club’s assets against:
61.1.1. any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Club or an associated company,
61.1.2. any liability incurred by that director in connection with the activities of the Club or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006),
61.1.3. any other liability incurred by that director as an officer of the Club or an associated company.
61.2. This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
61.3. In this article:
61.3.1. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
61.3.2. a “relevant director” means any director or former director of the Club or an associated company.
62 Insurance
62.1. The directors may decide to purchase and maintain insurance, at the expense of the Club, for the benefit of any relevant director in respect of any relevant loss.
62.2. In this article:
62.2.1. a “relevant director” means any director or former director of the Club or an associated company,
62.2.2. a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the Club, any associated company or any pension fund or employees’ share scheme of the Club or associated company, and
62.2.3. companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
PART 6
FA PROVISIONS
63 General provisions
63.1. The shareholders and the directors of the Club shall so exercise their rights, powers and duties and shall where appropriate use their best endeavours to ensure that others conduct themselves so that the business and affairs of the Club are carried out in accordance with the rules and regulations of the FA for the time being in force.
63.2. No proposed alteration to the provisions set out herein shall be effective unless the proposed alteration has been approved in writing by the FA 14 days or more before the day on which the alteration is proposed to take place.
63.3. The office of a director shall be vacated if such person is subject to a decision of the FA that such person be suspended from holding office or from taking part in any football activity relating to the administration or management of a football club.
64 Winding-up provisions
64.1. On the winding-up of the Club the surplus assets shall be applied, first, in repaying the shareholders the amount paid on their shares respectively. If such assets are insufficient to repay the said amount in full, they shall be applied rateably, so that the loss shall fall upon the shareholders in proportion to the amount called up on their shares respectively. No shareholder shall be entitled to have any call upon other shareholders for the purpose of adjusting the shareholders’ rights; but where any call has been made and has been paid by some of the shareholders such call be enforced against the remaining shareholders for the purpose of adjusting the rights of the shareholders between themselves.
64.2. If the surplus assets shall be more than sufficient to pay to the shareholders the whole amount paid upon their shares, the balance shall be given by the shareholders of the Club, at or before the time of dissolution as they shall direct, to The Football Association Benevolent Fund, or to some club or institute in Devon having objects similar to those set out in the Club’s memorandum of association or to any local charity, or charitable or benevolent institution situate within the said Devon.
64.3. In default of any such decision or apportionment by the shareholders of the Club, the same is to be decided upon and apportioned by a Judge of the High Court of Justice having jurisdiction in such winding-up or dissolution and as they shall determine.
64.4. Alternatively, such balance may be disposed of in such other manner as the shareholders of the Club may, with the written consent of the FA, determine.