Trust 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 purpose of the Trust is to represent the views of supporters and protect the long term interests of the Club. This includes safeguarding the ‘enshrined rights’ of the Trust and the right to Trust representation on the Club board.

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.

5.     Membership

5.1. There are three types of membership, all of which can include Life Members:

Founder Shareholder Members – These are members who held a Founder Share at the time of the Club reconstruction in 2004 and are eligible to vote on matters affecting the ‘enshrined rights’ (and any other matters). On ceasing to be a Founder Shareholder by reason of death, failing to renew their season ticket or bankruptcy, their share is transferred to the Trust.

Founder Members – These are members who qualify by having held a full season ticket/Platinum Membership for three completed, consecutive years and are eligible to vote on matters requiring a vote of the Founder Shares held by the Trust (and any other matters).

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

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

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

5.4. 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.

5.5. 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 Responsibilities

The Trust Board will:

• Oversee the election of two Trust Board members to the Club Board – see rule 8.
• Call Annual and Extraordinary General Meetings, as appropriate – see rule 9.
• Maintain financial records and produce Annual Accounts for approval at each AGM – see rule 10.
• Maintain administrative records including minutes of Board and General Meetings and a register of members.
• Carry out other actions to achieve the Purpose as in 2.

7.     Trust Board Constitution

7.1. The Trust Board will have between 6 and 11 members, elected by the membership. If the number falls below six, the remaining members will continue to act to fill the vacancies or call a General Meeting.

7.2. 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.

7.3. 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.

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

7.5. 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.

7.6. 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.

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

8.     Club Board Directors

8.1. The Trust is entitled to nominate two Directors to serve on the Club Board. These Directors will be nominated by the Trust Board and confirmed by the membership at the next AGM. They will serve for two years but may stand for re-election. To provide continuity each Director’s two year term will end on alternate years.

8.2. Nominees must have served on the Trust Board for at least 12 months. In exceptional circumstances the Trust Board may vary this qualifying period, but must explain the reasons to the membership.

9.     General Meetings

9.1. The Trust will hold an AGM within six months of each financial year end 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 registered office.

9.2. The Trust will provide written notice by post (or by email where members have agreed to this) of General Meetings, giving at least 14 days notice, indicating the business to be dealt with and providing the procedure for proxy voting.

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

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

9.5. Resolutions will be determined by a show of hands and any proxy votes received, with the Chair having a casting vote if necessary. If a poll of members is demanded by the Chair 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.

10.  Financial

10.1. 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.

10.2. Because of the size of the Trust, it falls within the special provisions of Part 15 of the Companies Act 2006 and the Financial Reporting Standard for Smaller Entities (effective April 2008). The accounts will not therefore need auditing but must be submitted to a qualified Examiner prior to presention at the AGM.

Should the Trust cease to be within these provisions, the accounts will be submitted for audit and the appointment of Auditors will be approved at the AGM.

10.3. The Trust financial year will be from 1 August to 31 July.

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

11.  Amendments

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