Board Membership Policy

Introduction

The purpose of this policy is to ensure that:

I) the Society board has the skills and experience which it needs to operate effectively;

ii) the interests of the community served by the Society are adequately represented; and

iii) the level of representation of different groups on the Society board strikes an appropriate balance having regard to their legitimate interest in the Society's affairs.

The legal basis of the Board Membership is to be found in the Rules of the organisation. All the members of the Board are to become full Directors and subsequently bound by the liabilities and responsibilities that entails.

A - Membership of the Board

1. This is the Board Membership Policy of Scarborough FC Supporters' Society Limited ("the Trust") as provided for in rule 54 of the rules of the Trust ("Rules").

2. Annual elections will be held at the Annual General Meeting (AGM), or other times if required, to select a Board of at least 4 (but no more than 10) people who shall meet as many times as are necessary to carry out the business set out in A4 - A9 below.

3. The procedure for election to the board at an AGM, whether at the first AGM or subsequent AGMs shall be as follows:
(a) any Member over 18 (as defined in the Rules) may be nominated to stand for election to the Board. Nomination forms will be circulated by the Secretary to Members at least 9 weeks prior to the AGM;
(b) nominations will be effective if the nomination form includes the Member's full name, address, membership number and signature (and for these purposes a faxed signature, or e-mail from a personal address will suffice). The form must be countersigned by 3 different Members whose name and membership number must be enclosed;
(c) no Member may nominate more than nine prospective Board members at any one AGM;
(d) any Board member retiring by rotation in accordance with rule 61 of the Rules as varied by this document, shall also be required to submit a nomination form if re-standing for election;
(e) nomination forms must be submitted to the Secretary care of the Registered Office (or to such other person and place as notified by the Secretary) at least 42 days prior to the AGM at which the nominee is seeking election, or such earlier date as shall be specified by the Secretary;
(f) nomination forms must be accompanied by a biography/manifesto which shall be no bigger than A4 in size and comprise only of text, with a minimum of 200 words and a maximum of 500 words. The contents and layout of the biography/manifesto must be true and not misleading, must not be offensive or abusive and must relate to the nominee or the Trust. The biography must not mention by name any individual other than the nominee.
(g) submission of a nomination form by a Member demonstrates acceptance by the Member of the Election Rules, particularly the "eligibility of nomination".

4. No later than four weeks before the AGM the Secretary shall circulate to the members the names and supporting statements of all candidates.

5. At the AGM, Election Hustings will take place to give Members the opportunity to question candidates.

6. The week following the AGM, the Secretary shall circulate to the Members ballot papers containing the names of all candidates whose nomination complies with this policy together with the written statements submitted by candidates. The ballot papers shall declare the number of vacancies and shall specify a date by which the completed ballot papers must be received at the Registered Office of the Society which shall be no later than 7 days before the AGM.

7. The Members will be invited to vote for as many candidates as they wish up to the number of vacancies available.

8. The newly elected Board (after each AGM and not merely the first AGM) must decide at its first meeting whether to retain or replace the Secretary.

9. The newly elected Board is obligated to co-opt up to 2 Members on to the Board. Co-opted Board members shall be co-opted on the basis of their ability to fill those roles on the Board that remain vacant and/or where they possess specific skills or attributes that the elected board members feel would be beneficial to have on the Board. The Board may decide to co-opt the Secretary. Co-opted members of the Board will serve until the next AGM and may then stand for election to the Board. If a co-optee does not stand for election at the AGM marking the end of their year of co-option they shall not be eligible for re co-option save with the unanimous support of the elected Board Members (at that stage the Board will only consist of elected Board members as co-option will not yet have taken place).

10. The Board will discuss potential co-optees and if by a majority they require the potential co-optee to appear before them for interview the potential co-optee will be asked to attend the next meeting of the Board after which the Board members present will vote on whether or not to co-opt that person. Any resolution to co-opt a Member to the Board must be passed by a majority of the Board present at the meeting in question and the Chair of that meeting shall have a second and casting vote in the event of an equal numbers of votes for and against the co-option.

11. After each AGM, the Board must consist of at least 4 people and a maximum of 10 (as per rule 56a). If the Board is fully constituted after the first election, lots will be drawn by the elected Board members to decide which of them are to retire by rotation at the forthcoming 3 AGMs. For example if the Board consisted of 9 elected members 3 would retire at the 2nd AGM, a different 3 would retire at the 3rd AGM and the final 3 would retire at the 4th AGM. If the number of Board members is not divisible by 3 the Board shall decide how many members will retire by rotation in each of the following 3 AGMs (keeping the numbers as equal as possible). Subject to the Rules (and this document) retiring Board members may submit a nomination form to seek re-election at the AGM at which they are to retire. Please note, this paragraph differs from Rule 61which envisages no elections at the 2nd AGM and 50% of the Board retiring at the 3rd AGM and 50% at the 4th AGM. It seems both more democratic and stable to have one third of the Board retiring each year and therefore enabling elections to the Board to take place at each and every AGM.

12. The newly elected Board (after each AGM and not merely the first AGM) must decide at its first meeting on a Treasurer. In addition the newly elected Board must decide at its first meeting on a Chairman (and a Vice Chairman if the Board deem such a role necessary) whose roles and responsibilities will be prescribed from time to time. Any Board member other than the Treasurer and the Secretary may seek election for the post of Chairman (or Vice Chairman) by nominating themselves provided another member of the Board seconds them. If more than one person is nominated for a particular post a vote of the Board (including the co-opted members) will be required. The Secretary will conduct a secret ballot to determine the winner of the vote in question. The Chairman (and Vice Chairman) will retire at the next AGM but may seek re-election to such position (or the other position) provided that they continue to serve on the next Board (either as an elected member or a co-opted member). As soon as practicable the names and roles of the new Board should be posted on the Trust's website.

13. In accordance with Rules 62 and 63, a Board member (whether elected or co-opted) shall be required to vacate his/her position in the event that a) (s)he does not attend 3 consecutive Board meetings without good reason or;
b) ceases to comply with the Society Rules and this Policy or;
c) ceases to be a member or;
d) resigns.
The Secretary shall maintain a record of attendance at both Board and Members' Meetings and that record shall be included in the AGM pack circulated to members prior to each AGM. A Board member who vacates his/her position pursuant to this Rule may (subject to the Rules and this Board Membership Policy) stand for re-election at the AGM following his/her vacation of office. For the avoidance of doubt a Board Member who would otherwise have to vacate his/her office pursuant to this Rule may make a written submission to the Board explaining any exceptional circumstances and the Board may or may not accept such submissions based on a majority vote. For the avoidance of doubt a Board Member shall not be required to vacate office if the reason for missing 3 consecutive Board meetings was as a result of bereavement or family emergency.

14. Co-opted Board members may not serve on a disciplinary committee even where (s)he is the then current Chairman or Vice Chairman.

15. Any member of the Board may be suspended or removed from the Board in accordance with the Rules or as a result of a disciplinary offence (offences defined by Code of Conduct).

16. It is the responsibility of each and every Board member to act at all times in accordance with the Rules, this document and in a way which maintains the dignity of the Board, the Trust and Scarborough Athletic Football Club ("the Club"), failure to do so may be considered a disciplinary offence.

B - Confidentiality and Collective Responsibility

1. Members of the Board acknowledge that discussions at Board Meetings are strictly confidential save where expressly stated not to be and save for official reports of meetings. With the exception of those circumstances set out in B2, all Board members shall keep all such discussions or information strictly private and confidential.

2. The confidentiality provisions shall not apply where a Board member is asked to co-operate with any statutory or regulatory body and should not stifle due and proper debate on issues within the confines of Board meetings or discussions between Board members.

3. For the avoidance of doubt the confidentiality provisions above remain even after a member is no longer serving on the Board. Breach of the confidentiality provisions is a disciplinary offence.

4. From time to time the Board will vote on issues, make decisions or pass resolutions and each and every member of the Board will be bound by collective responsibility in respect of these with the effect that once a decision is made, a resolution passed etc no Board member shall speak out against that decision or resolution. Full and open debate within the confines of the Board is obviously encouraged but once a decision has been made or a resolution passed the Board and its members must speak with a united voice.

5. If a Board member does not feel able comply with the ethic of collective responsibility either that Board member must remain silent on this issue in question or (s)he must resign from the Board.

6. A breach of the ethic of collective responsibility is a disciplinary offence.

C - Limitations and Conflicts of Interests

1. Any Board member may speak about, give comments or opinions on matches (including reports) transfer activity, tactics and player management, and other issues connected with the Club provided they are expressed to be a personal opinion (including on behalf of any body or media outlet not connected with the Trust) and no mention is made of the Trust. Such personal comments should not undermine any publicly stated position of the Trust or the Board collectively.

2. Only the authorised publicity officer(s) (or such other person who has the express consent of the Board) may issue communications or brief the press or the public on behalf of the Trust. This must be done through agreed methods of cascading of information which involves press releases to relevant media organisations, website publications and publication in the next Trust newsletter.

3. All efforts must be made to retain copies or recordings of all Trust communications, press releases, interviews and publicity whether in written, oral or visual form. A library of such information must be kept by the publicity officer on behalf of the Board for posterity and consistency and the deal with any future queries.

4. No Member shall be permitted to seek election to the Board if they are or are reasonably likely to during their 3 year term of office to become a member of any supporters' group which is openly and directly or indirectly opposed to the objects of the Trust. In addition, any Member seeking election to the Board who is or is reasonably likely to during their 3 year term of office to fall in to any one (or more) of the following (whether part time or full time, whether for consideration or voluntary): (a) a proprietor or editor of a fanzine or football magazine;
(b) a sports journalist or broadcaster;
(c) a proprietor or editor of a website relating in whole or in part to sport, football or Scarborough Athletic Football Club in particular.
(d) an employee, contractor or volunteer with any organisation that provides services to the Club on a commercial basis associated directly or indirectly with its core activities as a football club.
shall be expected to make disclosure of same in his/her election manifesto.

5. If a Board member shall during his/her term of office fall in to one (or more) of the above categories (i.e. 4(a)-(f)) (s)he shall immediately notify the Board and this shall be entered into the Trust's Register of Interests. In order for that person to continue on the Board they must specifically undertake not to abuse the potential conflict. The Board may issue such conditions as it sees fit to the Board member's continued service on the Board.

6. If a Board member acts in a way which conflict with the Rules, this document, Trust policy or Board decisions or resolutions that Board member will be subject to disciplinary measures.

7. A breach of the provisions relating to conflicts of interests is a disciplinary offence.

D - Disciplinary Matters

Where breaches of the Trust Code of Conduct are suspected.

1. Where any Board member is deemed by a majority of the Board to have committed a disciplinary offence as suggested above or has otherwise acted in a way which a majority of the Board believe is in contrast to the spirit of this document or the Rules they shall be at liberty to constitute a disciplinary committee ("the Committee") to determine the facts and take such measures as the Committee sees fit. If the Board decides to constitute a Committee the Board member(s) concerned will be suspended and shall neither vote nor attend Board meetings.

2. The Committee will consist of the then Chairman and Vice Chairman of the Board unless one or both of them is the subject of the disciplinary, in which case another member of the Board will be selected by the Board as Chairman of the Committee and (s)he shall have the casting vote, if necessary. In addition up to 3 but no less than 2 other Board members (who shall not be the subject of the disciplinary or serve of the same sub-committee as the member who is the subject of the disciplinary) shall sit on the Committee. The Secretary shall also sit on the Committee but shall not have a vote.

3. The Committee shall meet as soon as is practicable (where possible within 7 days) after the Board meeting which constituted the Committee and shall invite the member concerned to attend or submit his/her version of events or mitigating circumstances. The Committee shall act honestly in assessing the facts of the disciplinary case before them and shall impose such sanction as it sees fit including for example; dismissal, further suspension to allow more facts to be gathered, censure or warning. If appropriate the Committee may chose to impose no sanction. If the member concerned fails to either attend or submit as envisaged above the Committee can proceed and make such inferences as it sees fit from such non-attendance or non-submission.

4. The Board member subject to the disciplinary hearing may appeal the decision of the Committee within 7 days of being notified of the decision. The appeal will be made to an employee of Supporters' Direct whose decision will be binding on all parties. The appeal will take place as soon as possible after the member concerned has requested it. As Supporters' Direct is deemed to be independent of the Trust there will be no further right of appeal by any party.

Code of Conduct for the Directors of Scarborough Athletic

INTRODUCTION

This document has been drawn up to clearly outline to supporter-elected Directors their dual mandate from both supporters, who hold them accountable as their representative on the Club Board, and their fellow Club Directors. All directors, the supporter-director included, also have a responsibility to the wider framework of company law.

Whilst many of the provisions of this Code of Conduct relate to a supporterdirector’s specific dual mandate, the Code also seeks to guide all directors of the club in relationships with the supporters and each other. As ultimately all directors are collectively responsible for the good governance and solvency of the club, this Code is intended to be signed by all Directors. The underlying principles of the Code are to make the Board of Directors an effective mechanism for overseeing the direction, strategy and performance of the club. This is also the Board’s key function in Law.

This Code of Conduct sets ethical standards for the Directors of Seadog Trust (also known as Scarborough FC Supporters Society Ltd) and Scarborough Athletic Football Club. In this document, these organisations will be referred to as “the Club”.

Directors will pursue the highest standards of ethical conduct in the interests of Members of the Trust and of Scarborough Athletic Football Club.

The following principles govern their conduct and must be followed in conjunction with the Board Membership Policy.

HONESTY, INTEGRITY AND COMMITMENT

1. Directors shall act honestly and with integrity in all of their dealings on behalf of the Club.

2. Directors will make their best endeavours to attend meetings of the Board of the Club and not be absent without good reason.3. Directors will devote sufficient time and attention to the Club in order to fulfil their duties as a Director.

4. Directors will not discriminate on the grounds of people’s race, religion, gender, marital status, sexual orientation or disability.

5. Directors will not make promises or commitments that the Club does not intend, or would be unable, to honour.

6. Directors have collective responsibility. They are bound by the decisions of the Club Board and when representing the Club will support those decisions outside the Club environment.

7. Directors’ conduct, at all times, will be such that their honesty is beyond question.

8. Directors' conduct, at all times, will be such that it upholds the reputation and good name of the Club.

9. Directors shall adhere to the truth, and not mislead directly or indirectly nor make false statements, nor mislead by omission.

10. Directors shall treat everyone with whom they have dealings as a Director with personal respect and politeness.

11. Represent the club in their dealings with football authorities, local and central government.

PERSONAL TRANSACTIONS

1. Directors’ personal or other business dealings will be kept separate from their dealings as a Director of the Club.

2. Directors shall not use the name of Scarborough FC Supporters Society Ltd, Scarborough Athletic FC or Seadog Trust to further any personal or other business transaction not related to the Club or Seadog Trust or its business interests.

3. Directors shall use goods, services and facilities provided to them by the Club or associated business, strictly in accordance with the terms on which they are provided.

4. Directors shall not be subject to a bankruptcy order or have in place a composition with their creditors.

5. Directors shall not be subject to a disqualification order made under the Company Directors Disqualification Act.

CONFIDENTIALITY OF INFORMATION

1. Directors will ensure that confidential information (or any information that could be considered to be of a sensitive nature) relating to the Club’s operations, its customers, employees, creditors or associated businesses is not given either inadvertently or deliberately to third parties unless that information is required by law or a regulatory body.

2. Directors will not use information obtained by them as a Director of the Club for personal financial gain, nor will that information be used to obtain financial benefit for any other person or business.

3. Directors shall respect the privacy of others.

DISCLOSURE OF INTERESTS

1. Directors shall fully disclose promptly any private or other business interests or any other matters, which may lead to potential or actual conflicts of interest. For the avoidance of doubt, a Director’s interest shall be deemed to include interests of members of his/her family, or interests of those with whom a Director has an existing association.

ABIDING BY THE LAW

1. Directors shall abide by the law at all times.

2. Not have a conviction for an indictable offence (other than a spent conviction as defined by the Rehabilitation of Offenders Act 1974).

PAYMENTS, GIFTS, ENTERTAINMENT AND TRAVEL

1. Directors shall not use their status as a Director of the Club to seek personal gain from those doing business or seeking to do business with the Club. Directors shall not accept any personal gain of any material significance if offered.

FAILURE TO ABIDE BY THE CODE OF CONDUCT

1. Directors whose behaviour or actions are contrary to the spirit of this Code may be subject to disciplinary sanctions. This disciplinary procedure is outlined in further detail in the Board Membership Policy.