Trust Rules (as revised 2013)

 RULES

1.     Names 

In this document Wycombe Wanderers Trust Limited is called ‘the Trust’ and Wycombe Wanderers Football Club Limited is called ‘the Club’.

2.     Purpose 

The principal purpose of the Trust is to safeguard the heritage of the Club and the assets (including the stadium) in which the Club operates.

3.     Powers 

The Trust Board, whilst always acting within these rules, may do anything which is reasonable, appropriate and necessary to achieve the Purpose. As examples, this may include seeking expert advice, fund raising and setting up committees to look at particular issues.

4.     Profits 

Profits or surpluses are not to be distributed to members, but are to be retained for future expenditure to help meet the Purpose or donated to the Club.

5.     Membership 

5.1. There are two types of membership, both of which can include Life Members:

Legacy Members – These are members who are in their fourth (at least) consecutive year of holding a season ticket. Legacy membership is retained in future years as long as season ticket holding continues. Exceptionally, under the one-off amnesty in 2013, Legacy membership may also be held by season ticket holders of less than four seasons providing they continue to hold a season ticket, and by any supporters who had held Gold memberships or half season tickets in the previous two seasons and providing this level of support continues.

Ordinary Members – These are all other members. Membership is open to all individuals, companies and other organisations.

5.2. Legacy Members and Ordinary Members will be treated equally in all respects save that only Legacy Members are entitled to vote on the “hard rights”, with a requirement that 75% of all Legacy Members vote in favour of a resolution for it to be passed. For these purposes, “Hard rights” means rights which are set out from time to time by the Trust Board. Once so determined, a “hard right” can only be removed or amended by a vote of 75% of all Legacy Members and with Trust Board agreement. The Trust Board will also set out a number of “soft rights” from time to time. “Soft rights” can be voted on by all Trust Members, with a requirement that a majority of those voting vote in favour of a resolution for it to be passed. The current lists of “hard” and “soft” rights are set out below.

Hard Rights

• Sale of Adams Park
• Sale of a majority stake in the Club
• Sale or disposal of Club memorabilia.

Soft Rights

• Variation of home shirt design that doesn’t feature the ‘quarters’
• Variation of the life of home or away shirts to less than two seasons
• Naming rights to Adams Park
• Future Adams Park ground share agreements.

5.3. The Trust Board will determine the level of annual subscriptions.

5.4. The Trust Board has the authority to refuse membership to anybody who it considers to be unsuitable.

5.5. Membership will cease if a member dies, fails to pay their annual subscription, ceases to exist (in the case of a company or other organisation), is expelled or resigns in writing to the Secretary. Legacy Members will automatically become Ordinary Members if they cease to maintain their qualifying status as Legacy Members.

5.6. A member may be expelled if a complaint is made against that member and the Trust Board considers this action is warranted. The reasons will be given in writing. The member will have 14 days to appeal in writing to the Secretary and will then be given an opportunity to state their case at the next Trust Board meeting. The Trust Board will then make a decision, which is final. An expelled member may be readmitted after 12 months at the discretion of the Trust Board.

6.     Trust Board Constitution 

6.1. The Trust Board will have between four and eleven members, elected by the membership. If the number falls below four, the remaining members will continue to act to fill the vacancies or call a General Meeting.

6.2. To ensure the Board has the necessary skills to operate effectively, it may co-opt up to two members who will be required to become Trust members if they are not already. Co-opted members must resign at the next AGM but may stand for election.

6.3. One third of Trust Board members will resign at each AGM but may stand for re-election. In determining the number resigning, co-opted members will be included. If the number isn’t divisible by three, the Trust Board will decide the number of elected members to resign.

6.4. Decisions at Board meetings will be by a majority vote with the chairman having a casting vote if necessary.

6.5. A Trust Board member maybe suspended by other Trust Board members for conduct detrimental to the Trust, providing they have been given an opportunity to answer the allegations. A Trust Board member may only be removed from office by a majority at a General Meeting.

6.6. Trust Board members will not have a financial interest in any business trading for profit which has a transaction with the Trust. If there is a potential conflict of interest, the Board member will declare it and not take any part in relevant discussions and decisions. Failure to do this could result in disqualification by a vote of the Trust Board.

6.7. Before the appointment of a Trust Board member, the Board must satisfy themselves of the appointee’s ‘fit and proper’ status. 

7.     Trust Board Responsibilities 

The Trust Board will:

• Appoint directors to the boards of its two subsidiary companies – the Club and Frank Adams Legacy Limited. Appointees who are Trust directors must have served on the Trust Board for at least 12 months. In very exceptional circumstances the Trust Board may vary this qualifying requirement, but must explain the reasons to the membership.
• Call Annual and Extraordinary General Meetings, as appropriate – see rule 8.
• Maintain financial records and produce Annual Accounts for approval at each AGM – see rule 9.
• Maintain administrative records including minutes of Board and General Meetings and a register of each class of members.
• Carry out other actions to achieve the Purpose – see rule 2.  

8.     General Meetings 

8.1. The Trust will hold an AGM within eight months of the end of each financial year and Extraordinary General Meetings at the Board’s discretion. EGMs can also be called by signed written notice from not less than 20% of the membership, stating the reason for the meeting, and will be held within 28 days of the notice being received at the Trust’s registered office.

8.2. The Trust will provide written notice by email (or by post where members do not have email) of General Meetings, giving at least 14 days notice, indicating the business to be dealt with and providing the procedure for proxy voting.

8.3. The quorum for GMs will be 20 or 10% of the membership, whichever is less. If a quorum is not present, within twenty minutes after the scheduled commencement, the meeting will be reconvened at a time determined by the Board. Those present at the reconvened meeting will constitute a quorum.

8.4. The Trust Board is responsible for the running of GMs, including appointing a chairman, providing appropriate information to members, safety, recording attendees and removing any member whose behaviour is disruptive.

8.5. Resolutions will be determined by a show of hands and any proxy votes received, with the chairman having a casting vote if necessary. If a poll of members is demanded by the chairman or by not less than 20% of members present, it will be taken within 28 days by such means as the Board decides and the result announced by such means as the Board decides. The request for a poll will not prevent the meeting continuing and the result will be treated as the result of the original resolution. 

9.     Financial 

9.1. The Trust Board will maintain financial records which comply with Section 386 of the Companies Act 2006 and produce Annual Accounts at each financial year end which comply with Section 393.

9.2. The accounts will be presented at the AGM and the appointment of Auditors will be approved at the AGM.

9.3. The Trust financial year will be from 1 July to 30 June.

9.4. The Trust Board will be responsible for making any statutory returns required by Government.

10.  Amendments 

These rules may be amended by a majority of the Trust Board in a Board meeting. They will be published on the Trust website, or alternatively, copies may be obtained from the Secretary.

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