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As it is a rather weighty document in full, this is a summary of the main points of the Trust’s constitution. A full copy can be obtained from Raith Supporters Trust, c/o Raith Rovers Football Club, Starks Park, Pratt Street, Kirkcaldy, Fife, KY1 1SA.


Extract Rules of:


RAITH ROVERS INDEPENDENT SUPPORTERS’ SOCIETY LIMITED




NAME


1. The name of the Society is to be Raith Rovers Independent Supporters’ Trust Limited and it is called “the Society” in the rest of these Rules.




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 provide a democratic forum for Raith Rovers Independent Supporters Trust Limited members and the wider community to share and exchange their aspirations for Raith Rovers Football Club. To represent the interests of Raith Rovers Independent Supporters Trust Limited members, and the wider community, in the affairs of Raith Rovers Football Club and to engage in constructive dialogue with the representatives and staff of Raith Rovers Football Club. To support the continuing development of, and widen interest and involvement in, football in the Kirkcaldy area regardless of sex, age, ability or ethnic origin of those involved; To work to ensure a positive public portrayal of football in general, Raith Rovers Football Club, supporters of the Club and the wider community served by Raith Rovers Football Club.




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 Raith Rovers Football Club Limited, Raith Rovers FC Holdings Limited or any successor company.


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 award pensions, allowances, gratuities and bonuses to past and present employees (including their dependants and people connected with them) of: The Society; 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(e); 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 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; so far as permitted by these Rules take out and maintain insurance against any risks to which the Society may be exposed; 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 Raith Rovers Football Club and not for the profit of its members.




MEMBERSHIP


9. Membership is open to any person, firm or corporate body who or which: has an interest in Raith Rovers Football Club; or has an interest in the game of football in Kirkcaldy and the surrounding area; and agrees to be bound by these Rules and Rule 6 in particular. Every member holds one share. The Society Board will decide and issue a form of application for membership. Members are to pay an annual subscription as proposed by the Society Board, and subsequently determined by the members at the Annual General Meeting. The sum of £1 from the first annual subscription shall be applied to purchase a share in the Society. The Society 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 Society, but no-one shall be entitled to vote at any general meeting of the Society who is not the registered holder of a fully paid up share in the Society.


15. No member may hold more than one share either individually or jointly.




SHARES


16. The shares of the Society have the nominal value of £1 each and may not be transferred or withdrawn. 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.


18. Shares do not carry any right to interest, dividend or bonus.




RIGHTS AND POWERS OF MEMBERS


22. The members have the rights and powers available to them under the law relating to Industrial and Provident Societies and are to decide in particular the issues specifically reserved to them by these Rules.




DUTIES AND POWERS OF SOCIETY BOARD


24. The Society Board is to ensure that the business of the Society is conducted in accordance with these Rules and with the interests of the community, and may appoint and supervise the Chief Executive and the Executive Board. The Society Board: may exercise all the Society’s powers which are not required by these Rules or by statute to be exercised by the Society 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 Society by 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 Society 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 Society Board have been restricted by any direction so made; may delegate any of its powers to committees consisting of such of its own number as it thinks fit who shall, in the function entrusted to them, conform in all respects to the instruction given to them by the Society Board. Any such delegation may be made either collaterally with or to the exclusion of the powers of the Society Board and may be revoked or altered. The proceedings of any such committee shall be governed by the rules regulating the proceedings of the Society 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 Society; 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 Society Board; and shall approve the use of the Society’s seal.




GENERAL MEETINGS


30. The Society 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 Society Board at any time within this period.


31. 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 Society Board; or if a written requisition signed (except where these Rules say otherwise) by not less than 20 members or 10% of the membership, whichever is the higher, is delivered to the Society’s 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 Society Board member may call a general meeting. Before a general meeting can do business there must be a quorum present. Except where these Rules say otherwise a quorum is 20 members or 10% of the members entitled to vote at the meeting whichever is lower.




CONSTITUTION OF SOCIETY BOARD


53. With effect from the Society’s first annual general meeting, the Society Board is to have not less than 8 and not more than 12 members and will be made up as follows: a) Not less than 6 and not more than 8 members of the Society Board will be elected by the members in accordance with such arrangements as shall be determined by the Society Board; b) Not less than 2 and not more than 4 members will be co-opted by the Society 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: i) the Society Board has the skills and experience which it needs to operate effectively; ii) the interests of the community served by the Society are adequately represented; iii) 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 Fife 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 Raith Rovers Football Club Limited; a representative or representatives of the local Sports Council and Sport Scotland; the representative of the Scottish Professional Footballers Association at Raith Rovers Football Club.


56. Members of the Society Board will not receive any payment for serving on the Society Board other than: a) the payment of expenses incurred in carrying out their duties; and b) nominal Society Board Fees approved by the members in general meeting.


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




SOCIETY BOARD MEETINGS


64. The Society 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 Society Board to the Chief Executive and to such other members of the Executive Board as the Society Board desire to attend the meeting. 50% of Society Board members including a minimum of 2 members of the Society Board elected by the members or such higher number as the Society Board may determine will form a quorum. A Society Board meeting may be called by shorter notice if it is so agreed by all the Society Board members entitled to attend and vote at the meeting.




CHANGES TO THE CONSTITUTION


98. 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 103 and this Rule.




INVESTMENT AND BORROWING


99. The funds of the Society may, to the extent permitted by the law for the time being in force and with the authority of the Society Board, be invested: in the shares of any company or society; in any manner expressly authorised by the Act; but are not to be invested otherwise.


100. The Society may borrow money on such terms as the Society Board shall authorise.


101. A duly appointed receiver or manager of the whole or part of the Society’s property, may assume such powers of the Society Board or the Executive Board as he or she considers necessary to carry out his or her duties under the instrument of appointment.




MISCELLANEOUS ADMINISTRATIVE PROVISIONS


106. Anything done in good faith by any meeting of the Society 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.


110. The Society’s registered office is Gibson, Spears, Dow & Son, 9 East Fergus Place, Kirkcaldy, FIFE, KY1 1XU. The Society is to keep at its registered office: a) 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) (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.


113. The Society is to keep proper books of account with respect to its transactions and to its assets and liabilities in accordance with Sections 1 and 2 of the Friendly and Industrial and Provident Societies Act 1968.


114. Members are entitled to inspect: their own account the duplicate register at the registered office at any reasonable time.