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Rules (Dated 02/03/2009)

Wycombe Wanderers Trust Limited Rules
Adopted 2nd March 2009

Further to the Memorandum and Articles of Association of Wycombe Wanderers Trust Limited (“the Company”) the following rules are adopted by the Board of the Company (“the Board”). Should there be any conflict between these Rules and the Memorandum and Articles of Association of the Company, the provisions of the Memorandum and Articles of Association shall prevail. In these rules, the “Football Club” refers to Wycombe Wanderers Football Club PLC or any successor organisation, the “Requisite Number” refers to the number defined in the Articles of Association of the Football Club, “Qualifying Member” refers to the definition in the Articles of Association of the Company and words importing the masculine gender only shall include the feminine gender.

1. Membership

a. The directors are able to grant the following forms of membership of the Company:
i. Adult Membership to individuals aged 16 or over;
ii. Life Membership to individuals with or without payment of a fee or subscription to the Company;
iii. Corporate membership to organisations, firms or businesses that support the aims and objectives of the Company;
iv. Junior Membership to individuals under the age of 16.

b. No person under the age of 18 may be an officer of the Company.

c. A corporate body or firm or organisation which is a member may by resolution of its governing body appoint any person it thinks fit to be its deputy and revoke such an appointment, A copy of any such resolution signed by two members of the governing body and in the case of a local authority by the authorised officer of the Council shall be sent to the Secretary of the Company. The deputy will be entitled to exercise all rights of membership on behalf of the corporate body including seeking election as an officer and speaking and voting in any general meeting.

2. Membership Records

The Company is to keep at its registered office:

a. a register in which the Secretary is to enter the following particulars:
i. the names and addresses of the members;
ii. the amount paid or agreed to be considered as paid for that membership;
iii. a statement of other property in the Company whether in loans or loan stock held by each member;
iv. 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;
v. details of any deputy appointed by any corporate member;
vi. the names and addresses of the members of the Board with the offices held by them and the dates on which they assumed office.

b. a register of the holders of loan stock in which the Secretary is to enter such particulars as the Company Board direct and register all transfers of loan stock;

c. a register in which the Secretary is to enter such particulars of all mortgages and charges on land of the Company as the Board directs.

d. Subject to the provisions of the Data Protection Act the registers to be maintained by the Company may be kept in electronic form.

The inclusion or omission of the name of any person from the original register of members shall, in the absence of evidence to the contrary, be conclusive evidence that such person is or is not a member of the Company.

3. Conduct of Board Members

Save for the exceptions referred to below, no director is to have any material financial interest:

a. personally;
b. as a member of a firm or company;
c. as a director or other officer of a business trading for profit; or
d. in any other way whatsoever

in any contract or other transaction with the Company. For the purposes of this Rule, an interest of a person who is connected with a director shall be treated as an interest of the director.

The exceptions are that directors may:

i. buy tickets or season tickets for matches and use the facilities of any club in which the Company is interested;
ii. be paid expenses including travelling expenses;
iii. receive Board fees;
iv. if they are co-opted members of the Board be employees of the Football Club;
v. declare an interest in a particular contract or issue and not be present except with the permission of the Board in any discussion on the contract or issue and not vote on the contract or issue (and if by inadvertence they do remain and vote, their vote is not to be counted).

Any member of the Board who discloses a financial interest as described in the preceding Rule must vacate their office either for a period or permanently if requested so to do by a majority of the remaining members of the Board. Any member of the Board who fails to disclose any interest required to be disclosed under the preceding Rule must permanently vacate their office if required to do so by a majority of the remaining directors.

4. Election of Directors to the Board of the Football Club

1. Founders’ Director
The Company is able by right to appoint a director to the Board of the Football Club. This director will be termed the Founders’ Director and will be:
(i) a director of the Company;
(ii) a Qualifying Member; and
(iii) elected by Qualifying Members.
In the event of a holder of a Qualifying Member not standing for election, all directors of the Company will be permitted to stand for election.

2. Supporters’ Director
The Company is able by right to appoint a second Director providing it continues to hold the Requisite Number of Ordinary Shares in the Football Club. This director will be termed the Supporters’ Director and will be:
(i) a director of the Company; and
(ii) elected by all adult, life and corporate members of the Company.

Prior to their appointment, the Founders’ Director and the Supporters’ Director will each have served for a minimum period of one year as a director of the Company unless the Board decide otherwise. The Founders’ Director and Supporters’ Director will each normally serve for a period of two years and may offer themselves for re-election at the end of their term of office. It shall be the responsibility of the Board to hold elections such that the Founders’ Director and the Supporters’ Director are appointed at alternate elections.

Any Founders’ Director or Supporters’ Director serving for a period of 30 months without being subject to an election must vacate the position and may not be reappointed until elections are held and may offer themselves for re-election.

The Board may appoint a person who is willing to act to be a Founders’ Director or a Supporters’ Director to fill a vacancy. Any person appointed to fill a vacancy as a Founders’ Director or a Supporters’ Director shall hold office until the following annual general meeting or elections held for the purpose of appointing the position whichever of these two events comes first. If an annual general meeting comes first and the Founders’ Director or the Supporters’ Director is not reappointed by ordinary resolution at the annual general meeting, he shall vacate the position of Founders’ Director or Supporters’ Director at the conclusion thereof. The Board may appoint another person who is willing to act to be a Founders’ Director or a Supporters’ Director to fill the vacancy until the next election.

Any person elected as a Founders’ Director or a Supporters’ Director without a ballot of members shall hold office until the following annual general meeting. If not reappointed by ordinary resolution at the annual general meeting, he shall vacate the position of Founders’ Director or Supporters’ Director at the conclusion thereof. The Board may appoint another person who is willing to act to be a Founders’ Director or a Supporters’ Director to fill the vacancy until the next election.

The Board may require either the Founders’ Director or the Supporters’ Director to vacate the position at any time.

posted in constitution-details | 11.03.2009. 11:41