Summary of Proposed New Rules

Summary of changes to proposed new model rules

Introduction

Model rules assist a Supporters Trust in making a complete amendment to the rules and simplifies the registering process. The rules have been agreed with the

Wrexham Supporters Trust will have to update the current rules as they currently refer to ownership of the football club and this change has also coincided with a new set f model rules being agreed between the Financial Conduct Authority (“FCA”) and our sponsoring body, The Football Supporters Association (“FSA”).

As well as simplifying the registration process, the model rules approach also eliminates the costs to registering the change, due to the majority having pre agreed. Changes are allowed when they relate specifically to each individual Trust.

The Society Board (“the Board”) have worked with FSA to develop a set of model rules to be considered and voted on by members at the forthcoming Annual General Meeting.

I have provided a summary of the main changes to the existing rules below along with the changes selected by the Board along with an explanation where appropriate.

References to ownership of Wrexham AFC Limited

Following the agreed sale of Wrexham AFC Limited the model rules now reflect our responsibility as a supporters’ group. Therefore, specific references to Wrexham AFC Limited has been remove regrading appointments to the Club Board, approval of Club Budgets and powers of the Society Board in relation to the Club.

In addition, the Objectives of the Society have been updated to reflect this (Rule 4)

Composition of the Society Board

The number of minimum board members has been reduced from 12 to 6 and the maximum number has been reduced from 15 to 12 (Rule 56). In addition, the number of co-opted members is a maximum of 5 (Rule 64)

The change in numbers reflects that previously the Society had four board members serving on the football club. Following the change in ownership the number of Society directors has therefore been lowered.

A new rule has been added to allow members to step in if the Society has no Board members (Rule 66)

Voting at meetings

The new rules make specific reference that allows votes to take place via secured online voting (Rule 51) and has replaced the section on postal ballots. Official notices must be issued 14 days prior to the meeting when previously it was 7 days.

Rules regarding under 16s

The new rules still continue to prohibit under 16s from voting and being elected to the Board but they how will be able to hold a nominal share in the Society

References to the Act, Regulators and Governing Body

The previous rules referred to the Industrial and Provident Society Act 1965 but this has been replaced with the Co-operative and Community Benefit Societies Act 2014 (Rule 2). As such, the Society is now registered as a community benefit society (Rule 120).

The regulator was previously the Financial Services Authority and this has since been replaced by the FCA. Our sponsoring body was previously Supporters Direct but this organisation has since been amalgamated into the FSA.

Requirement for Audit

One of the new features of the new Act and the subsequent The Co-operative and Community Benefit Societies Act 2014 (Amendments to Audit Requirements) Order 2018 is that it allows Community benefit Societies to be exempt from a full audit where the assets in the previous year of account were below the value of £2.8m; and the turnover was below £5.6m.

The rules have therefore been updated to reflect this, but this must still be approved by members at an annual general meeting and can be replaced by an Independent Examination relating to Rules 29, 35, 40, 86, 87 and 90 (Rule 84). Notices regarding changes to auditors has been reduce from 28 days to 14 days to be consistent with other parts of the Rules.

Asset Lock

To complete once confirmation the Ground is included as cannot see

Summary of changes:

RuleBasic InformationFurther information
1 – TitleThe name of the Society will be: Wrexham Football Supporters’ Society LtdThis is the legal name of the Trust
2 – ClubThe name of the Club supported by the Trust:   Wrexham Association Football ClubThis is the trading name of the club
1 – AreaThe name of the local authority where the Club is based:   Wrexham County Borough CouncilThis is the name of our local authority
4 – ObjectsIf you wish, you may add two extra objects:The Board added no additional objects as it was felt that this should be subject to w wider consultation if deemed necessary by the new Board following the AGM
5 – PowersThe FSA recommend that these 3 rules be retained, however they are optionalThe Board retained the model Powers as it was felt that this should be subject to w wider consultation if deemed necessary by the new Board following the AGM
8 – Asset LockThe FSA recommends you include this rule. To enable a community share issue or to apply for many grant funding opportunities often applicants must have an asset lock. Once included though this rule is extremely difficult to be removedThe Board included the Community Share Scheme and the Lease on the Ground that we own via our wholly owned subsidiary, WST Assets Limited.[MW1] 
10.2 – SportPlease state which sport your Club participates: FootballThis is the sport that the club participates in
56 – NumberHow many people will be on the Society Board?   Minimum: 6 Maximum: 12The Board have selected a minimum of 6 and a maximum of 12. These have been reduced from 12 and 15 respectively to reflect previously the Board consisted of four members of the club board
59 – Term of OfficeHow long do Society Board members serve for?   3 yearsThe Board have maintained the existing 3 years
61 – Re-electionNumber of people who have to be elected at each AGM:   One-thirdThe Board have maintained the existing one-third rule
64 – Co-optingWhat is the maximum number of people who may be co-opted?   Maximum of 5The Board have selected 5 due to the minimum number of elected Board members is 6 and the maximum is 12
83 – Finance YearWhen do you wish to have your financial year end?    31 DecemberThe Board have maintained the existing year-end
110 – OfficeWhat is the address of the Society’s registered office?   c/o McLintocks The Coach House 25 Rhosddu Road Wrexham LL11 1EB  The Board have maintained the existing registered office
109 – SealDoes the Society want to have a sealing instrument?   No[MW2] This is a change from the previous rule but the society has never owned a seal