The name of the Society is to be Kilmarnock Supporters Society Limited and it is called "the Society" in the rest of these Rules; Kilmarnock Football Club is called "the Club"; and Ayrshire is called "the Area".
In these Rules: "the Act" refers to the Industrial and Provident Societies Act 1965 or any Acts amending or in substitution of it or them for the time being in force;
"Address" means a postal address or; for the purposes of electronic communication, a fax number, email address or telephone number for receiving text messages;
"The Society" means the above-named society;
"The Society Board" or "the Directors" means all those persons appointed to perform the duties of Directors of the Society;
"Director" means a director of the Society and includes any person occupying the position of Director, by whatever name called;
"Society Board Meeting" includes, except where inconsistent with any legal obligation a physical meeting, a meeting held by electronic means and a meeting held by telephone;
"Electronic Means" shall include email, video links and secure authenticated website transactions.
"Employee" means anyone over the age of 16 holding a contract of employment with the Society to perform at least eight hours of work per week for the Society;
"Independent Examination" means an independent examination of the Society's accounts which may only be carried out:
• in accordance with guidance issued by Supporters Direct; and
• in years in which the Society has disapplied the obligation to conduct an audit' in accordance with section 4a of the Friendly and Industrial and Provident Societies Act 1968 (the "1968 Act").
For the avoidance of doubt, if the Society is obliged under section 9a of the 1968 Act to produce an accountant's report it must do so even if it also carries out an Independent Examination for that year of account.
"Member" has the meaning as detailed under 'Membership' in these Rules;
"Person" means, unless the context requires otherwise, a natural person, unincorporated body, firm, partnership, corporate body or any representative of an unincorporated body, firm, partnership or corporate body;
"Registrar" means the Financial Conduct Authority or any successor body in function;
"Rules" means the Society's Rulebook;
"Writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise;
The Society's purpose is to be the vehicle through which a healthy, balanced and constructive relationship between the Club and its supporters and the communities it serves is encouraged and developed. The business of the Society is to be conducted for the benefit of the community served by the Club and not for the profit of its members.
The Society's objects are to benefit the community by:
a) being the democratic and representative voice of the supporters of the Club and strengthening the bonds between the Club and the communities which it serves;
b) achieving the greatest possible supporter and community influence in the running and ownership of the Club;
c) promoting responsible and constructive community engagement by present and future members of the communities served by the Club and encouraging the Club to do the same;
d) operating democratically, fairly, sustainably, transparently and with financial responsibility and encouraging the Club to do the same;
e) being a positive, inclusive and representative organisation, open and accessible to all supporters of the Club regardless of their age, income, ethnicity, gender, disability, sexuality or religious or moral belief.
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, in pursuit of these objects (but not otherwise) the Society may:
a) acquire an interest in or ownership of the Club;
b) secure democratic and accountable representation on the Club's Board;
c) take any other steps in relation to the Club which .enable it to exercise the greatest possible influence in the ownership, governance and management of the Club.
a) buy, sell and lease property;
c) grant security over its property and assets;
d) establish promote and maintain for the purposes of the Society any lawful fund raising scheme;
e) buy and hold shares in the Club;
f) hold and exercise proxies for shares in any company owning or controlling the Club either itself through a subsidiary;
g) promote means to give supporters greater opportunity to invest in the Club;
h) award pensions, allowances, gratuities and bonuses to past and present employees (including their dependants and people connected with them) of:
i. the Society;
ii. any predecessor of the Society; and
iii. any subsidiary company or society of the Society;
i) 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 the preceding sub-paragraph;
j) indemnify or take out and maintain insurance for the benefit of people who are or were:
i. members of the Society Board; or
ii. officers; or
iii. employees; or
iv. 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;
k) indemnify or take out and maintain insurance for the benefit of people who are or were elected or nominated by the Society to serve on the board of any company owning or controlling the Club;
I) so far as permitted by these Rules take out and maintain insurance against any risks to which the Society may be exposed;
m) co-operate with other supporters' organisations, co-operatives and societies conducted for the benefit of the community at local, national and international levels;
n) do anything else which is necessary or expedient to achieve its objects.
The surpluses of the Society are not to be distributed either directly or indirectly in any way whatsoever among members of the Society but shall be applied:
a) to maintain prudent reserves;
b) on expenditure to achieve the Society's objects;
c) in paying interest on or repaying issued share capital in accordance with the provisions of these Rules.
9. The members of the Society are the people whose names are entered in the register of members. The first members are the people who sign these Rules in applying for registration.
10. Membership is open to any individual, unincorporated body, firm, partnership or corporate body who or which:
a) is a supporter of the Club; or
b) has an interest in the sport in the Area and is in sympathy with the objects of the Society; and
c) is 16 years of age or older;
d) agrees to attend General Meetings and to take an active interest in the operation and development of the Society and its business;
e) agrees to respect commercial confidentiality in relation to business decisions of the Society; and
f) agrees to be bound by these Rules and by Rules 3 and 7 in particular.
The Society Board shall have power to refuse membership to any person who does not in the opinion of the Society Board meet these requirements.
11. Every member holds one ordinary share in the capital of the Society. No member may hold more than one ordinary share in the Society either individually or jointly.
12. The Society Board will decide and issue a form of application for membership. Members are to pay an annual subscription of such reasonable. sum as the Society Board shall decide, the first payment to be made at the time of application for membership. The sum of £1 from the first payment shall be applied to purchase an ordinary share in the Society.
13. The Society Board shall have the right to offer a class of junior membership with or without payment to minors under the age of 16 but no person under the age of 16 shall be entitled to a share in the Society or be entitled to vote at any general meeting of the Society.
14. No person under the age of 16 may be an officer of the Society.
15. A corporate body or firm 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 Society. 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 at any general meeting. References in these Rules to a member being present in person include members which are corporate bodies being present through their deputy.
16. The Society has ordinary shares and may have Capital Funding Shares in accordance with the provisions set out at Rule 21.
17. The following provisions apply to shares in the Society:
a) Shares shall be withdrawable only in accordance with the provisions of these Rules;
b) Shares shall not be transferable except on death or bankruptcy or with the consent of the Society Board;
c) Application for shares shall be made to the Board of the Society who shall allot to members, upon their admission, the share or shares for which they have applied provided that the total number of shares allotted to any member shall not exceed the maximum shareholding permitted by these Rules or by law;
d) Shares shall be paid for in full on allotment.
18. The ordinary shares of the Society shall be of the nominal value of £1.00.
19. If a member ceases to be a member, the ordinary 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.
20. Ordinary shares shall not be withdrawable and do not carry any right to interest, dividend or bonus.
21. In order to fund its business, the Society may issue Capital Funding Shares. Capital Funding Shares may be issued in such denomination and upon such· terms as the Society Board shall decide, subject to the Rules, and in particular the following provisions:
a) Capital Funding Shares shall not be withdrawable except with the consent of the Society Board;
b) The Society Board may specify a date or dates on which Capital Funding Shares may be withdrawn and may make provision for the withdrawal of different issues of shares on different dates;
c) The Society Board may pay interest to holders of Capital Funding Shares as compensation for the use of such funds, but the rate of interest shall be no higher than the Society Board considers to be necessary to attract the funding needed for the business of the Society and shall not in any event be higher than 2% above clearing bank base rate from time to time. The rate may vary within these limits between different issues of shares;
d) No withdrawal of Capital Funding Shares or payment of interest on them shall be made except from trading surpluses and any withdrawal or payment shall be at the discretion of the Society Board having regard to the long term interests of the Society, the need to maintain prudent reserves and the Society's primary commitment to community benefit;
e) Capital Funding Shares may only be issued to members;
f) On the solvent dissolution or winding up of the Society, holders of Capital Funding Shares shall have no financial entitlement beyond payment of outstanding interest and repayment of paid-up share capital.
22. A member shall cease to be a member if they:
a) fail after written demand to pay their annual subscription;
b) die (in the case of the individual);
c) cease to exist (in the case of a body corporate);
d) are the nominee of an unincorporated Society or firm which is wound up or dissolved;
e) are the nominee of an unincorporated organisation or firm which removes or replaces them as its nominee;
f) are not the holder of a fully paid up share;
g) are expelled under these Rules; or
h) withdraw from membership by giving at least one month's written notice to the Secretary.
23. A member may be expelled for conduct prejudicial to the Society in accordance with any Disciplinary Policy adopted by the Society (which is to comply with any guidance issued by Supporters Direct).
24. The powers of the Society are to be exercised by the members and the Board of the Society in the way set out in the Rules which follow.
25. The members have the rights and powers available to them under the law relating to Community Benefit Societies and are to decide in particular the issues specifically reserved to them by these Rules.
26. The members may by a resolution carried by not less than two-thirds of the members voting at a general meeting but not otherwise give directions to the Society Board. A member wishing to propose a members' resolution for consideration at a general meeting shall give notice in writing to the Secretary of such wish, and of the justification for, form and content of the resolution, not later than noon 28 days before that meeting is to be held. The following provisions apply to any directions given:
a) any direction must:
i. be consistent with these Rules and with the Society's contractual, statutory and other legal obligations; and
ii. not affect the powers and responsibilities of the Society Board under Rule 27.
b) Any person who deals with the Society in good faith and is not aware that a direction has been given may deal with the Society on the basis that no direction has been given.
27. 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 in accordance with the Board Membership and Conduct Policy adopted by the Society (which is to comply with any guidance issued by Supporters Direct). The Society Board:
a) 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;
b) may delegate any of its powers to committees consisting of such of its own number (and others, provided that Society Board members remain in a majority on such committees) 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. The following provisions apply to any such delegation:
i. any delegation may be revoked and its terms may be varied;
ii. the proceedings of any sub-committee shall be governed by the rules regulating the proceedings of the Society Board so far as they are capable of applying;
c) shall determine from time to time the categories of transaction which require the approval of the Society Board
d) shall approve the use of the Society's seal (if any).
28. The Society shall, within six months of the end of the financial year, hold a general meeting of the Members as its annual general meeting and shall specify the meeting as such in the notices calling it. The first annual general meeting may be called by the Society Board at any time within this period. The Society is to ensure that all general meetings are accessible so as to encourage participation in them by members. All general meetings are to be held in accordance with the Society's Standing Orders for General Meetings,' which shall be determined by the Board of Directors and must comply with any guidance issued by Supporters Direct.
29. The business of an annual general meeting shall normally comprise, where appropriate:
a) the receipt of the accounts and balance sheet and of the reports of the Society Board and auditor (if any);
b) the appointment of an auditor, if required;
c) the election of the Society Board or the results of the election if held previously by ballot;
d) the audit of any other aspect of the performance of the Society;
e) the application of surplus; and
f) the transaction of any other business included in the notice convening the meeting.
The business of any general meeting shall comprise:
g) consideration of any member's resolution, notice of which has been given to the Secretary in accordance with Rule 26;
h) consideration of any resolution proposed by the Board; and
i) consideration of any other business relating to the affairs of the Society which any member or the Board may wish to raise but no resolution may be put to the vote of the meeting 'under this item.
30. All general meetings other than annual general meetings are called special general meetings.
31. The Secretary, at the request of the Board of Directors may convene a general meeting of the Society. The purpose of the general meeting shall be stated in the application and notice of the meeting.
32. The Board of Directors upon an application by not less than 20 members or 5% of the membership, whichever is the greater, delivered to the Society's registered office, shall convene a general meeting. The purpose of the special general meeting shall be stated in the application and notice of the meeting. No business other than that stated in the notice of the meeting shall be conducted at the meeting.
33. A special general meeting called in response to a members' requisition must be held within 28 days of the date on which the requisition is delivered to the registered office. The meeting is not to transact any business other than that set out in the requisition and the notice convening the meeting.
34. If, within one month from the date of the receipt of the application, the Society Board have not convened a special general meeting, any three Members of the Society acting on behalf of the signatories to the application may convene a special general meeting, and shall be reimbursed by the Society for any costs incurred in convening such a meeting.
35. Notice of a general meeting is to be given either:
a) in writing; or
b) where a member has agreed to receive notice in this way, by such electronic means as the Society Board shall decide at least 14 clear days before the date of the meeting. The notice must:
i. be given to all members and to the members of the Society Board and to the auditors (if any);
ii. state whether the meeting is an annual or special general meeting;
iii. give the time, date and place of the meeting; and
iv. indicate the business to be dealt with at the meeting.
36. Any notice to a member may be given either:
a) personally; or
b) by sending it by post in a prepaid envelope addressed to the member at their registered address; or
c) by leaving it at that address; or
d) (if a register of e-mail addresses is maintained by the Society and the member has notified the Society of an e-mail address) by e-mail to their registered e-mail address.
Notices or communications sent by first class post to members at their registered address are deemed to have been duly served 48 hours (excluding Sundays) after being posted. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. The proceedings at a general meeting are not invalid if:
i. there has been an accidental omission to send a notice to a member or members; or
ii. the notice is not received by a member or members.
37. A member present either in person or by proxy at any meeting of the Society shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
38. 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 5% of the members entitled to vote at the meeting whichever is lower.
39. The Society Board may decide where a general meeting is to be held.
40. If the Society has appointed an auditor in accordance with these Rules they shall be entitled to attend general meetings of the Society and to receive all notices of and communications relating to any general meeting which any Member of the Society is entitled to receive. The auditor shall be entitled to be heard at any meeting on any part of the business of the meeting which is of proper concern to an auditor.
41. The Chair shall facilitate general meetings. If he or she is absent or unwilling to act at the time any meeting proceeds to business then another Society Board member shall facilitate the meeting. If no other Society Board member is present or willing to act, the members present shall choose either one of their number or an independent person recommended by the Society Board to be the Chair for that meeting. If a quorum is not present within half an hour of the time the general meeting was due to commence, or if during a meeting a quorum ceases to be present, the Chair must adjourn the meeting for at least 7 days. If within half an hour of the time the adjourned meeting was due to commence a quorum is not present, the Members present shall constitute a quorum.
42. The Chair of a general meeting may adjourn the meeting whilst a quorum is present if:
a) The meeting consents to that adjournment; or
b) It appears to the Chair that an adjournment is necessary to protect the safety of any persons attending the meeting or to ensure that the business of the meeting is conducted in an orderly manner.
43. When adjourning a meeting the Chair must specify the date, time and place to which it will stand adjourned or that the meeting is to continue at a date, time and place to be fixed by the Society Board.
44. If the meeting is adjourned for 14 days or more, at least 7 clear days' notice of the adjourned meeting shall be given in the same manner as the notice of the original meeting.
45. No business shall be transacted at an adjourned meeting other than business which could properly have been transacted at the meeting if the adjournment had not taken place.
46. Each Member shall have one vote on any question to be decided in general meeting.
47. A resolution put to the vote at a general meeting shall be decided on a show of hands unless a paper ballot is demanded in accordance with these Rules. Unless a paper ballot is demanded, a declaration by the Chair that a resolution has on a show of hands been carried or lost recorded in the minutes of the proceedings of the general meeting shall be conclusive evidence of the fact without proof of the number or proportions of the votes recorded in favour or against such resolution.
48. In the case of an equality of votes, whether on a show of hands or a poll, the Chair shall not have a second or casting vote and the resolution shall be deemed to have been lost.
49. Decisions at general meetings shall be made by passing resolutions:
a) The following decisions must be made by extraordinary resolution:
i. Any amendment to the Society's Rules;
ii. The decision to wind up the Society.
b) All other decisions shall be made by ordinary resolution.
50. An extraordinary resolution is one passed by a majority of not less than 75% of votes cast at a general meeting and an ordinary resolution is one passed by a simple majority (51%) of votes cast.
51. Resolutions, may be passed at general meetings or by written resolution. A written resolution may consist of several identical documents signed by one or more Members.
52. A proxy may be appointed and the appointment may instruct the proxy to vote in a particular way or as he or she thinks fit. A proxy is to be appointed as follows:
a) in writing;
b) in any usual form or any other form which the Society Board may approve;
c) under the hand of the appointor or of their attorney duly authorised in writing; and
d) by depositing the appointment document at the registered office of the Society or at such other place within the United Kingdom as the Society shall specify not less than two clear days before the day fixed for the meeting at which the proxy is authorised to vote. Where the appointment document is exercised by an attorney on behalf of the appointor, the authority under which it is executed or a copy of such authority certified notary or in some other way approved by the Society Board is to be lodged with the appointment document.
e) If this procedure is not followed, the appointment of the proxy will be invalid.
53. The following further rules apply to proxies.
a) No person other than the Chair of the meeting can act as proxy for more than 3 members.
b) Any question as to the validity of a proxy is to be determined by the Chair of the meeting whose decision is to be final.
c) A proxy need not be a member of the Society.
54. A vote given or poll demanded by proxy or by the duly authorised deputy of a corporate body, shall be valid unless notice of termination of the authority is received by the Society at the registered office or at any other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded.
55. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered. Any objection made in due time about any vote whether tendered personally or by proxy is to be determined by the Chair of the meeting, whose decision is to be final. Every vote not disallowed at the meeting will be valid.
a) the Society Board considers that a significant issue has arisen which should be determined by the members of the Society the issue shall be determined by a postal ballot of the members of the Society conducted in accordance with such procedure as the Society Board shall determine subject to the following principles:
i. Notice of the ballot shall be given to each member of the Society in the same way as notice of a meeting is to be given;
ii. The notice must set out clearly the issue to be decided;
iii. Sufficient information must be provided to members to enable an informed decision to be made; and
iv. The date by which voting papers are to be returned must be clearly stated.
b) In any case where a postal ballot is appropriate the Society Board may make such provision as it thinks fit to permit notice of the ballot to be given and voting to be conducted by electronic means.
57. The Society shall have a Board of Directors comprising not less than 7 and not more than 15 persons.
58. The initial Directors of the Society from registration until the first Annual General Meeting shall be appointed by the members on whose application the Society is registered.
59. Only Members of the Society who are aged 16 years or more may serve on the Board of Directors.
60. Elected directors shall be elected only in accordance with the Election Policy adopted by the Society.
61. Members of the Board of Directors will normally serve for periods of two years, according to the Society's Board Membership and Conduct Policy.
62. At the first Annual General Meeting all members of the Board of Directors shall stand down. A retiring Society Board member shall be eligible for re-election.
63. At the annual general meetings following the first annual general meeting of the Society half of the members of the Society Board first elected by the members (to be chosen by lot) will resign from office. Thereafter the half of the members of the Society Board elected by the members who have served the longest at the date of the annual general meeting each year will resign. If at any time there is an uneven number of elected · directors, the Society Board shall decide the number of elected directors to resign in accordance with this Rule, which shall be approximately half of the total number.
64. New Directors shall be elected in accordance with the Society's Election Policy including by authenticated electronic means and postal ballot. The Society's Election Policy is to comply with any guidance issued by Supporters Direct.
65. The Society Board may at any time co-opt any Member of the Society or the representative of an organisation which is a Member to fill a casual vacancy in the Board of Directors, provided that at no time shall more than one-third of the members of the Society Board be co-opted members. A casual vacancy shall be deemed to exist if the number of Directors should drop below the minimum prescribed in these Rules or below the number elected at the preceding Annual General Meeting.
66. The Society Board may co-opt up to 7 external Directors to the Society Board in addition to the number of Directors specified in these Rules provided that at all times the total number of external directors and Members co-opted under Rule 65 shall be in the minority. A Director co-opted in accordance with this rule shall serve for a fixed period determined by the Society Board at the time of co-option, subject to a review at least every twelve months, may be removed from office at any time by a resolution passed by a majority of the members of the Society Board, and may be remunerated in an amount (to be disclosed in the published accounts) from time to time, as fixed by the Society Board. External Directors shall be selected by virtue of their specialist skills and experience considered to be of benefit to the Society.
67. In the event that the size of the Society Board should drop below the minimum number of members prescribed in these Rules, the Directors may act to increase their number or to call a General Meeting of the Society, but for no other purpose.
68. The Society Board shall ensure that the business of the Society is conducted in accordance with these Rules and with the interests of the community and in accordance with any bye-laws, policies or procedures adopted by the Society.
69. Any two Directors may, and the Secretary on the requisition of a Director shall, call a meeting of the Board of Directors by giving reasonable notice of the meeting to all Directors. Notice of any meeting of the Board of Directors must indicate the date, time and place of the meeting and, if the directors participating in the meeting will not be in the same place, how they will communicate with each other.
70. The Board of Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. All Board meetings are to be held in accordance with the Society's Standing Orders for Board Meetings, which shall be determined by the Board of Directors and must comply with any guidance issued by Supporters Direct.
71. A Director is able to exercise the right to speak at a meeting of the Board of Directors and is deemed to be in attendance when that person is in a position to communicate to all those attending the meeting. The Directors may make whatever arrangements they consider appropriate to enable those attending a meeting of the Board of Directors to exercise their rights to speak or vote at it including by electronic means. In determining attendance at a meeting of the Board of Directors, it is immaterial whether any two or more Directors attending are in the same place as each other.
72. Questions arising at any meetings shall be decided by a majority of votes cast. For the avoidance of doubt, abstentions are not to be classed as votes cast. In the case of an equality of votes the Chair shall have a casting vote.
73. A written resolution, circulated to all Directors and signed by a simple majority (51%) of Directors, shall be valid and effective as if it had been passed at a Society Board meeting duly convened and held. A written resolution may consist of several identical documents signed by one or more Directors.
74. The Board of Directors may, at its discretion, invite other persons to attend its meetings with or without speaking rights and without voting rights. Such attendees will not count toward the quorum.
75. The quorum necessary for the transaction of business at a meeting of the Board of Directors shall be 50% of the Directors or 3 Elected Directors, whichever is the greater.
76. If at any time the total number of Directors in office is less than the quorum required, the Directors must not take any decisions other than to appoint further Directors or to call a general meeting so as to enable the Members to appoint further Directors.
77. The Chair shall facilitate meetings of the Board of Directors. If he or she is absent or unwilling to act at the time any meeting proceeds to business then the Directors present shall choose one of their number to be the Chair for that meeting. The appointment of a Chair shall be an item of business at the meeting.
78. A Director shall declare an interest in any contract or matter in which s/he has a personal, material or financial interest in accordance with the Society's Board Membership and Conduct Policy.
79. The Society may pay any reasonable expenses in accordance with the Society's Board Membership and Conduct Policy.
80. A person ceases to be a Director of the Society as soon as one of the matters listed in the Board Membership and Conduct Policy as bringing a directorship to an end applies.
81. The Society Board shall elect from among their own number a Chair, Treasurer and such other Officers as they may from time to time decide in accordance with the Society's Board Membership and Conduct Policy. These Officers shall have such duties and rights as may be bestowed on them by the Society Board or by statute and any officer appointed may be removed by the Society Board.
82. The Board of Directors shall appoint a Secretary of the Society for such term at such remuneration and upon such conditions as they think fit. Any Secretary so appointed may be removed by them. A provision of the Act or these Rules requiring or authorising a thing to be done by or to a Society Board member and the Secretary shall not be satisfied by its being done by or to the same person acting in both capacities.
83. The Society Board may delegate any of its powers to committees of the Society Board and in particular may appoint a sealing committee.
84. The Society Board will:
a) decide the membership of each committee;
b) appoint the Chair of each committee;
c) Lay down the procedure to be adopted by each committee (including the quorum);
d) produce a written record of the scope and authority of each committee.
85. The Society Board will in respect of each year of account ending on 30th June:
a) cause to be prepared a revenue account or revenue accounts which:
i. deal with the affairs of the Society and any subsidiary company or society as a whole for that year; and
ii. give a true and fair view of the income and expenditure of the Society and any subsidiary company or society for that year;
b) cause to be prepared a balance sheet giving at that date a true and fair view of the state of the affairs of the Society and any subsidiary company or society.
c) in any year of account the Society shall not be required to appoint auditors· if it is exempt under the 1968 Act and has disapplied the obligation to do so in accordance with the 1968 Act.
d) in any such year, an Independent Examination shall be carried out and all references in Rules 29, 35, 40, 86, 87 and 90 to "auditor(s)" and "audited" shall be read as "Independent Examiner" and "Independently Examined" respectively and Rules 88, 89, 91 and 92 shall not apply.
e) for the first year of account, provided the Society is exempt from the requirement to appoint auditors in accordance with the 1968 Act, the Society Board may resolve, by a majority of at least three-quarters, to disapply the obligations to do so in accordance with the Act.
f) for the first year of account, where the Society Board has disapplied the obligation to appoint auditors in 84.5 above, this decision must be ratified by the members so resolving by the appropriate margins laid down under the 1968 Act at the First Annual General Meeting. Should the resolution to ratify not be passed, then auditors must be appointed and the first Annual General Meeting adjourned until the earliest practicable date at which audited accounts can be presented.
g) for any year of account after the first, any decision to disapply the requirement for audit must be passed by the appropriate margins laid down under the 1968 Act at the Annual General Meeting prior to the Annual General Meeting at which the accounts for the year in question are to be laid before members.
h) no decision to disapply shall be valid if the accounts laid before the Annual General Meeting at which ,the decision is being taken indicate that the turnover of the Society in that financial year is higher than the specified threshold for audit exemption in the Supporters Direct Membership Policy, should such exemption be allowed under that policy.
86. The Board is to lay a revenue account and balance sheet duly audited and signed by the auditor and incorporating the report of the auditor thereon, (if an audit is required) before each annual general meeting, accompanied by a report by the Board on the position of the affairs of the Society and any subsidiary or holding company or society signed by the Chair of the Board meeting at which the report is adopted.
87. The Society Board is not to cause to be published any balance sheet unless it has previously been audited by the auditor and it incorporates a report by the auditor that it gives a true and fair view of the income and expenditure, or the state of the affairs of the Society, as the case may be. Every revenue account and balance sheet published is to be signed by the Secretary and by two Society Board members acting on behalf of the Society Board.
88. Subject to Rule 85.4, a qualified auditor must be appointed to audit the Society's accounts and a balance sheet for each financial year. In this Rule "qualified auditor'' means a person who is a qualified auditor under Section 7 of the Friendly and Industrial and Provident Societies Act 1968 and Section 25 of the Companies Act 1989.
89. Subject to Rule 85.4, the auditor shall, in accordance with Section 9 of the Friendly and Industrial and Provident Societies Act 1968, make a report to the Society on the accounts examined by them and on the revenue account or accounts and the balance sheet of the Society for the year in question.
90. None of the following persons is to be appointed as auditor of the Society:
a) an officer or servant of the Society; or
b) a person who is a partner or close relative of or in the employment of or who employs an officer or servant of the Society.
91. Subject to Rule 85.4, the first appointment of an auditor shall be made within three months of the registration of the Society and shall be made by the Society Board if no General Meeting is held within that time. The Society Board may appoint an auditor to fill a casual vacancy occurring between General Meetings. Except as specified in these cases, every appointment of an auditor shall be made by a resolution of a General Meeting of the Society.
92. Subject to Rule 85.4, an auditor for the preceding financial year shall be re-appointed as auditor of the Society for the current financial year unless:
a) a resolution has been passed at a General Meeting appointing someone else as auditor or providing expressly that s/he shall not be re-appointed; or
b) s/he has given notice in writing to the Society of her/his unwillingness to be re appointed; or
c) s/he is ineligible for appointment as auditor of the Society for the current financial year; or
d) s/he has ceased to act as auditor of the Society by reason of incapacity.
93. Any resolution of a General Meeting of the Society either to remove an auditor from office or to appoint another person as auditor shall not be effective unless notice of the proposed resolution has been given to the Society at least twenty-eight days prior to the meeting at which the resolution is to be considered. At least fourteen days' notice of such resolution must then be given to Members of the Society in the manner prescribed in these Rules and in writing to the auditors.
94. A general meeting of the Society may require the Society Board to appoint appropriate people to act as auditors of the achievement by the Society of its objects or any aspect of the Society's performance of its obligations under these Rules.
95. The Society will make an annual return to the Registrar as required by the Act.
96. The Society will supply a copy of the last annual return with all supporting documents to any member on request and without charge.
97. Unless these Rules say otherwise any Rule may be altered or rescinded, or any new rule may be made, by extraordinary resolution. No change to these Rules shall be valid until registered.
98. In the case of this Rule, Rule 3, and Rule 7 the quorum at any general meeting called to consider a resolution to amend shall be not less than one half of the members entitled to vote at the meeting if the Society has up to 200 members when the meeting is called; not less than one third of the members entitled to vote at the meeting if the Society has more than 200 but less than 1000 members when the meeting is called; and not less than one quarter of the members entitled to vote at the meeting if the Society has more than 1000 members when the meeting is called.
99. The Act provides that the Society may by special resolution as defined in the Act:
a) amalgamate with another society or a company registered under the Companies Acts
b) transfer its engagements to another society or a company registered under the Companies Acts
c) 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 3, Rule 7, Rule 8 and this Rule.
100. 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:
a) in the shares of any company or society;
b) in any manner expressly authorised by the Act;
but are not to be invested otherwise.
101. The Society may borrow money on such terms as the Society Board shall authorise save that any borrowing that would require a significant proportion of the society's turnover to be apportioned to repaying such borrowing, or that would use the assets of the society (and/or any subsidiaries) as security for such borrowing, shall require the approval of the society in general meeting.
102. A duly appointed receiver or manager of the whole or part of the Society's property may assume such powers of the Society Board as he or she considers necessary to carry out his or her duties under the instrument of appointment.
103. The Society may be dissolved by the consent of three-quarters of the members who sign an instrument of dissolution in the form provided by the Registrar or by winding-up in the manner provided by the Act.
104. If in the winding up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities any property whatsoever the same is to be transferred to:
a) a sporting charity or sporting charities operating in the Area; and/or
b) one or more societies established for the benefit of the community operating in the Area; and/or
c) one or more societies established for the benefit of the community
in each case as determined by the members at a meeting called to decide the issue. Nothing belonging to the Society shall be transferred to any other society unless that society has in its rules a rule substantially in the terms of this Rule.
105. Subject to the following rule, any Director or former Director of the Society may be indemnified out of the Society's assets against:
a) Any liability incurred by that Director in connection with any negligence, default, breach of duty or breach of trust in relation to the Society;
b) Any liability incurred by that Director in connection with the activities of the Society in its capacity as a trustee of an occupational pension scheme;
c) Any other liability incurred by that Director as an officer of the Society.
106. The above Rule does not authorise any indemnity which would be prohibited or rendered void by any provision of law.
107. The Society Board may decide to purchase and maintain insurance, at the expense of the Society, for the benefit of any Director or former Director of the Society in respect of any loss or liability which has been or may be incurred by such a Director in connection with their duties or powers in relation to the Society or any pension fund or employees' share scheme (if established) of the Society.
108. The Society Board may make or adopt bye-laws, policies or procedures for the conduct of the Society's business and may where it considers it to be necessary or appropriate arrange for them to be ratified by members in general meeting. Details of all bye-laws, policies and procedures in force shall be made available to members.
109. Anything done in good faith by any meeting of the Society 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 will not be entitled to rely against other persons on any amendment to its Rules if the amendment had not been registered at the material time and the fact that the amendment had not been registered is not shown by the Society to have been known at that time to the person concerned.
111. The Society shall ensure that minutes are kept of all:
a) Proceedings at meetings of the Society; and
b) Proceedings at meetings of the Board of Directors and its sub-committees which include names of the Directors present, decisions made and the reasons for those decisions.
c) Minutes of meetings will be read at the next meeting and signed by the Chair of that meeting. The signed minutes will be conclusive evidence of the events of the meeting.
112. If the Society has a seal it shall be kept in the custody of the Secretary and used only by the authority of the Society Board. Sealing shall be attested by the signature of two Members of the Society Board or of one Member of the Society Board and the Secretary for the time being. If the Society does not have seal, a document which would have previously required to be sealed, should be signed by a Director and secretary or two Directors and accompanied by a written statement that the document has been executed by the society as if under common seal.
113. The Society's registered office is at Duncan McLean & Co, 81 John Finnie Street, Kilmarnock, KA1 1BG, The Society 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. details of the share held by each member and of the amount paid or agreed to be considered as paid for that share;
iii. a statement of other property in the Society 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 Society Board with the offices held by them and the dates on which they assumed office.
b) 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) (ii) and (iii) above;
c) 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;
d) 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.
114. Subject to the provisions of the Data Protection Act the registers to be maintained by the Society may be kept in electronic form. The Society is to comply with any guidance issued by Supporters Direct in relation to the maintenance of records.
115. 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 Society.
116. 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.
117. Members are entitled to inspect:
a) their own account
b) the duplicate register
at the registered office at any reasonable time.
118. The Secretary is to deliver a copy of these Rules to every person on demand on payment of an amount fixed by the Society Board subject to the statutory maximum.
119. No change in the address of the registered office is valid until registered by the Registrar. The Secretary shall notify the Registrar in the form prescribed.
120. The registered name of the Society is to be engraved in legible characters on its seal if it has one.
121. The registered name of the Society is to be displayed on the outside of the registered office and every other office or place in which the business of the Society is carried on. The registered name of the Society is also to be mentioned in legible characters in all:
a) business letters, notices, advertisements and other official publications
b) bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the Society
c) bills, invoices, receipts and letters of credit of the Society.
122. The Society is registered under the Industrial and Provident Societies Acts 1965-78 (referred to as "the Act" in these Rules). Any references to the Act include reference to any statutory re-enactment and/or modification.
123. For the avoidance of doubt the Society shall not engage in any activity by virtue of any of these Rules that would require a permission from the Financial Services Authority (or anybody that succeeds its function) to carry on that regulated activity without first having applied for and obtained such permission.
124. Every unresolved dispute which arises out of these Rules between the Society and:
a) a member; or
b) any person aggrieved who has ceased to be a member within the six months prior to the date of the dispute; or
c) any person claiming through such member or person aggrieved; or
d) any person bringing a claim under the Rules of the Society; or
e) an officer of the Society
is to be submitted to an arbitrator agreed by the parties or nominated by the Chief Executive (or equivalent) of Supporters Direct. The arbitrator's decision will be binding and conclusive on all parties.
125. Any person bringing a dispute must deposit with the Society the sum of £500 or such other reasonable sum as the Society Board shall decide. The arbitrator will decide how the costs of the arbitration will be paid and what should be done with the deposit.
Our policy relating to data collection and privacy has fairness at its heart and is never intended to cause objection or complaint and to that end if there is any dubiety we will not store your information. As a business we wish to stay in communication with your and keep you up to date with news, offers and updates on our product which you may find of interest, but we will only do this with your clear and specific consent.
KILLIE TRUST is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement.
KILLIE TRUST may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from 13th Jun 2018
We are committed to ensuring that your information is secure. To prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online and offline.
Where we collect this information
As a business we collect data for a number of sources, but our data policy applies to all of the following including personal data collected at reception, check in, exhibitions, on and off-line competitions, guest questionnaires, online bookings, online communications, digital newsletter sign ups from websites and social media, shared promotions with partners and others not listed.
We confirm that unless specific consent is given by the user the information shared will not be stored beyond the purpose intended. If specific consent is given to use the information collected it will be stored securely and digitally encrypted and password protected.
A cookie is a small file which asks permission to be placed on your computer's hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.
We use traffic log cookies to identify which pages are being used. This helps us analyse data, using Google Analytics normally but on occasion other aggregation tools that advise us about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.
Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
Links to other websites
Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
Controlling your personal information
You may choose to restrict the collection or use of your personal information in the following ways:
● whenever you are asked to fill in a form on the website, look for the box that you can click to indicate that you do not want the information to be used by anybody for direct marketing purposes
● if you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by writing to or emailing us or by clicking unsubscribe where available.
We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. We may use your personal information to send you promotional information about third parties which we think you may find interesting only if you specifically consent to us that you wish this to happen.
We undertake that third parties will only include businesses that support our business and your stay such as travel providers, visitor attractions, event providers and others directly related to our business offering.
If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us [email protected] as soon as possible, at the above address. We will promptly correct any information found to be incorrect.
Our Website and In House Data Collection Policy
Our email collection policy is fully consent based and in entering your details clear consent is given by the user to receive future marketing materials from ourselves. The following information makes clear our policy on use of consent based email marketing and communications.
What we collect
We may collect the following information on a consent only basis:
● name and job title
● contact information including email address
● demographic information such as postcode, preferences and interests
● other information relevant to customer surveys and/or offers
What we do with the information we gather
The majority of the information we gather is required for contractual and legal purposes and to allow us to offer products and services as purchased.
When consent is given to use the information for marketing and communication purposes it is used for the following reasons:
● We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
● From time to time, we may also use your information to contact you using your provided email address for market research purposes.
Your information will never be shared with any third parties and at all times you have the right to unsubscribe permanently from our database with a simple click of the unsubscribe information at which time your details will be deleted from the mailing lists and removed from the database permanently with no archived records retained.
Your use of the Killie Trust Web Site is subject to these terms and by using the Site you show your agreement to such terms. If you do not accept our terms, please do not use the Web Site.
This Web Site belongs to Killie Trust.
Headings used in these terms and conditions are for convenience only and shall not affect their interpretation.
The images, logos and names on this Web Site which identify Killie Trust or third parties and their products and services are proprietary marks of Killie Trust and/or the relevant third parties. Nothing contained in this Web Site shall be deemed to confer on any person any license or right on the part of Killie Trust or any third party with respect to any such image, logo or name.
Killie Trust reserves the right, at any time and without prior notice, to remove or cease to supply any product or service contained on this Web Site. In the event that such removal takes place we shall not be liable to you in any way whatsoever for such removal.
Telephone calls using the telephone numbers provided on this Web Site and email correspondence with Killie Trust at the email addresses accessible through, or discernible from, this Web Site may be recorded or monitored. By using such communication methods you are consenting to the recording or monitoring of the same.
The price of calls may vary depending on your telecoms supplier. Please check with your operator for exact charges.
This Web Site is for non-commercial, personal use only. The services contained on this Web Site may be supplied on a commercial basis on payment to Killie Trust or its service or product suppliers of its charges from time to time.
In the event that you use any of the services contained on this Web Site for commercial use, Killie Trust shall be entitled to charge you at its applicable rates in respect of such commercial use.
The copyright in the material contained in this Web Site belongs to Killie Trust or its licensed source. Any person may copy any part of this material, subject to the following conditions:
the material may not be used for commercial purposes;
the copies must retain any copyrights or other intellectual property notices contained in the original material;
the products and technology or processes described in this Web Site may be subject to other intellectual property rights reserved by Killie Trust or by other third parties with no license granted in respect of those intellectual property rights); images on this Web Site are protected by copyright as its text by IPR and may not be reproduced or appropriated in any manner without the written permission of their respective owner(s).
We reserve the right to change these terms and conditions at any time by posting changes on the Web Site. It is your responsibility to review the Web Site terms and conditions to ensure you are aware of the latest terms and conditions. Your use of this Web Site after a change has been posted will be deemed to signify your acceptance of the modified terms and conditions. We recommend that you print off and retain for your records a copy of these terms and conditions from time to time and a copy of any terms and conditions relating to any product or service which you apply for online, together with any related application form completed and submitted.
Any amendment to terms and conditions must be agreed in writing by us, or, if appropriate, by the relevant company or individual supplier with whom you contract.
Whilst Killie Trust has taken due care and attention in the preparation of the contents of this Web Site, this Web Site and the information, names, images, pictures, logos, icons regarding or relating to Killie Trust or our products and services marketed on the site (or to third party products and services), are provided on an 'as is' basis without any representation or endorsement being made and without any warranty of any kind, whether express or implied, including but not limited to, any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
To the extent permitted by law, all such terms and warranties are hereby excluded. In no event will Killie Trust be liable, whether in contract or tort (including negligence or breach of statutory duty) or otherwise for any losses sustained and arising out of or in connection with use of this Web Site including, without limitation, loss of profits, loss of data or loss of goodwill (in all these cases whether direct or indirect) nor any indirect, economic, consequential or special loss.
Killie Trust does not represent that the information contained in this Web Site is accurate, comprehensive, verified or complete, and shall accept no liability for the accuracy or completeness of the information contained in this Web Site or for any reliance placed by any person on the information.
Killie Trust does not warrant that the functions or materials accessible from or contained in this Web Site will be uninterrupted or error free, that defects will be corrected or that this Web Site or the server that makes it available are virus or bug free or represent the full functionality, accuracy, reliability of the materials.
If any of these Terms and Conditions (or any terms and conditions relating to a product or service referred to in this Web Site) should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which such terms and conditions are intended to be effective, then to the extent of such illegality, invalidity or unenforceability, and in relation to such state or country only, such terms or condition shall be deleted and severed from the rest of the relevant terms and conditions and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable. Nothing in these terms and conditions shall exclude Killie Trust's liability for death or personal injury resulting from negligence of Killie Trust.
All Intellectual Property Rights (including, without limitation, all database rights, rights in designs, rights in know-how, patents and rights in inventions (in all cases whether registered or unregistered and including all rights to apply for registration) and all other intellectual or industrial property rights in any jurisdiction) in any information, content, materials, data or processes contained in or to this Web Site belong to Killie Trust or its licensed source. All rights of Killie Trust in such Intellectual Property Rights are hereby reserved.
Killie Trust makes no representation that any product or service referred to on or through the Web Site is appropriate for use, or available in other locations. The information and other materials contained in this Web Site may not satisfy the laws of any other country and those who choose to access this Site from other locations are responsible for compliance with local laws if and to the extent local laws are applicable.
These Terms and Conditions and any terms and conditions relating to products or services described in this Web Site shall be governed by and construed in accordance with the law of Scotland. Disputes arising in relation to the same shall, unless otherwise expressly agreed, be subject to the exclusive jurisdiction of the courts of Scotland.
Certain (hypertext) links, advertisements or suppliers promotion will lead you to Web Sites that are not under the control of Killie Trust. When you activate any of these links, you will leave Killie Trust Web Site by opening a new window and we have no control over and will accept no responsibility or liability in respect of the material on any such other Web Site. By allowing links with third party Web Sites Killie Trust does not intend to solicit business or offer any security to any person in any country, directly or indirectly.
Every effort will be made to carry out the contract but its due performance is subject to cancellation by Killie Trust or to such variation as we may find necessary as a result of inability to secure labour, materials or supplies or as a result of any act of God, War, Strike, Lockout or other labour dispute, Fire, Flood, Drought, Legislation, or other cause (whether of the foregoing class or not) beyond the sellers control.
We have tried to make this website as accessible as possible and easy to use for everyone, regardless of circumstance or ability.
All our page templates comply with the WCAG Priority 2 checkpoints as a minimum requirement. And we make every effort to ensure that all the content on our site meets this standard too. We are making every effort to ensure that we don't exclude any users. For example:
We try to publish all our text content as accessible HTML rather than in other formats such as PDF. Where we do publish PDFs or other formats our policy is to make them as accessible as we can.