Inaugural General Meeting 22nd March 2001.
The original Rules were signed by Robin George Bradley, Richard Ian Keracher, Andrew Stephen Townsend and Stephen Matthew Day on 24th April 2001 and deposited with the Registry of Friendly Societies.
The Registry confirmed the registration under the Industrial and Provident Societies Act 1965 on 6th June 2001.
Type of organisation Industrial and Provident Society
Number of members for
2009/10 season Adult 900
Junior 500
Registered address Sincil Bank Stadium, Lincoln. LN5 8LD
Registered number IP29230R
Company Secretary John Pearson
AGM Usually in May each year
Board See Who’s Who page
Accountants Duncan & Toplis
Chartered Accountants
& Registered Auditors
4 Henley Way
Doddington Road
Lincoln
LN6 3QR
Bankers LloydsTSB
Cooperative Bank
Solicitors Tallents, Solicitors
3, Middlegate
Newark
Notts
NG24 1AQ
Changes to the Rules
2002. Annual General Meeting, 18th April 2002. No changes to Rules proposed.
2003. Annual General Meeting, 3rd April 2003. No changes to Rules proposed.
Change of registered office notified by the Secretary on 6th October 2003 (not needing the assent of an Annual General Meeting, under section 10 (2) (b) of the Act), to c/o Club Office, Lincoln City Football Club, Sincil Bank Stadium, Lincoln. LN5 8LD.
2004. Annual General Meeting, 22nd April 2004. Proposals for changes to Rule 52 a) (2 changes) and Rule 110 were approved by members at the AGM.
Rule 52 a) changed from,
6 members of the Society Board will be elected by the members in accordance with such arrangements as shall be determined by the Society Board, and these will normally include a Chairperson, Secretary and Treasurer of any Executive Committee, and three others;
to,
9 members of the Society Board will be elected by the members in accordance with such arrangements as shall be determined by the Society Board, and these will normally include a Secretary and Treasurer of any Executive Committee, and seven others;
This Rule was changed to give a higher proportion of elected members on the Board, and hence be more visibly accountable to ordinary members through the ballot box.
Rule 110 changed from,
The Society’s registered office is 19, High Street, Bassingham, Lincoln. LN5 9JZ
to,
The Society’s registered office is at The Club Office, Lincoln City Football Club, Sincil Bank Stadium, Lincoln. LN5 8LD.
This Rule was changed to give an address at a neutral place rather than a member’s private house.
The Registry confirmed the registration under the Industrial and Provident Societies Act 1965 on 23rd March 2005.
2005. Annual General Meeting, 14th April 2005. Proposals for changes to Rule 7, Rule 10, the inclusion of a new Rule 52 (with the effect all the subsequent rules numbers were increased by one), and changes to Rule 54, Rule 54 a), Rule 54 g), Rule 54 i) and the inclusion of a new Rule 54 k) were approved by members at the AGM.
Rule 7 changed from,
The members of the Society are the people whose names are entered in the register of members. This register will be maintained and updated by the Membership Secretary and will be made available to other members on request.
to,
The members of the Society are the people whose names are entered in the register of members. This register will be maintained and updated by the Membership Secretary or his deputy and will include Honorary and Life members of the Society as determined annually by the Society Board. It will be made available to other members on request.
This Rule was changed to include special grades of members in the register.
Rule 10 changed from,
The Society Board will decide and issue a form of application for membership. Members are to pay an annual subscription, the amount to be decided annually by the Society Board. Society Membership may be included or offered in other schemes introduced by the Club. The first payment shall be made at the time of application for membership. The sum of £1 from the first payment shall be applied to purchase a share in the Society.
to,
The Society Board will decide and issue a form of application for membership. Members are to pay an annual subscription, the amount to be decided annually by the Society Board. Society Membership may be included or offered in other schemes introduced by the Club with the Agreement of the Society Board. The first payment shall be made at the time of application for membership. The sum of £1 from the first payment shall be applied to purchase a share in the Society.
This Rule was changed to give in order that the Club could not make offers to our members without Trust approval.
Rule 52, A NEW RULE
All members of the Society Board must agree to be bound by the Board Membership Rules which include stipulations on confidentiality etc. If the Policy is breached the Board Member may be removed from office. The Document must be signed by each individual Society Board Member at their first meeting and at any subsequent modification of the Document.
This Rule was introduced to reduce Board discussions being shared with persons outside the Trust Board.
Rule 53 changed from,
With effect from the Society’s first annual general meeting, the Society Board is to have not less than 9 and not more than 15 members and will be made up as follows:
to,
With effect from the Society’s first annual general meeting, the Society Board is to have not less than 12 and not more than 15 members and will be made up as follows:
This Rule was changed to in line with earlier changes to Rule 52 a).
Rule 54 (individual clauses, not the whole Rule) changed from,
All elected Trust Board members of the Trust shall be elected at an AGM in accordance with the provisions of the rules defined by the Constitution of the Trust Board (Rules 54-63) This election shall be by a ballot to include the provision of a postal element for all elected posts. The representative(s) who is/are elected to serve on the Board of Directors of Lincoln City Football Club shall be elected by a similar method, which may be at an AGM or EGM.
a) All candidates must be fully paid up members of the Trust and in the case of the Supporter Director(s) have served for a full year as a Trustee or Trust Board member as either an elected or co-opted member. (This clause may be waived at the discretion of the Society Board should special circumstances arise.)
g) The election for the Supporter Director(s) shall normally be decided by the Single Transfer Ballot System. The member(s) elected shall be those who poll the most votes corresponding to the amount of elected representatives entitled to sit on the Board of Directors.
i) Electoral procedures for Gold Supporter Director(s) will be as follows. Candidates must be nominated by at least 3 members of the Gold membership. A postal ballot will follow under the auspices of the Trust Board. Gold Supporter Directors will serve for one year on the board but may stand for re-election in subsequent years.
to,
All elected Society Board members of the Society shall be elected at an AGM in accordance with the provisions of the rules defined by the Constitution of the Trust Board (Rules 54-63) This election shall be by a First-Past-The-Post Voting System and shall include the provision of a postal element for all elected posts. The representative(s) who is/are elected to serve on the Board of Directors of Lincoln City Football Club shall be elected by a similar method, which may be at an AGM or EGM.
a) All candidates must be fully paid up members of the Society and in the case of the Supporter Director have been such for at least one year as a Trustee or Society Board member as either an elected or co-opted member. (This clause may be waived at the discretion of the Society Board should special circumstances arise.)
g) The election for the Supporter Director(s) shall normally be decided by the First-Past-The-Post Voting System. The member(s) elected shall be those who poll the most votes corresponding to the amount of elected representatives entitled to sit on the Board of Directors.
i) Electoral procedures for Gold Supporter Director(s) will be as follows. Candidates must be nominated by at least 3 members of the Gold membership. A postal ballot will follow under the auspices of the Trust Board using the Single Transferable Voting System. Gold Supporter Directors will serve for one year on the board but may stand for re-election in subsequent years.
k) The process of counting votes for the election of Supporter Director(s) or Gold Supporter Director(s) will be carried out by an independent organisation approved by the Society Board. (NEW RULE)
This Rule was changed to confirm the Rules for eligibility of a Supporter Director, the voting system to be used and to introduce independent counting of votes.
The Registry confirmed the registration under the Industrial and Provident Societies Act 1965 on 2nd March 2006.
2006. Annual General Meeting, 3rd May 2006. No changes to Rules proposed.
2007. Annual General Meeting, 3rd May 2007. Proposals for changes to Rule 7, changes to Rule 54 i), and the inclusion of a new Rule 54 l), Rule 56, Rule 61, Rule 97, Rule 99, Rule 115 and Rule 121 were approved by members at the AGM.
Rule 7 changed from,
The members of the Society are the people whose names are entered in the register of members. This register will be maintained and updated by the Membership Secretary or his deputy and will include Honorary and Life members of the Society as determined annually by the Society Board. It will be made available to other members on request.
to,
The members of the Society are the people whose names are entered in the register of members. This register will be maintained and updated by the Membership Secretary and will include Honorary and Life members of the Society as determined annually by the Society Board.
This Rule was changed to clarify the availability of members’ data on the register. A member had asked for, and received, a copy of the names and addresses. This change together with Rule 115 (see later) clarified the position being cognisant of the Society’s duties under Data Protection legislation.
Rule 54 i) changed from,
Electoral procedures for Gold Supporter Director(s) will be as follows. Candidates must be nominated by at least 3 members of the Gold membership. A postal ballot will follow under the auspices of the Trust Board using the Single Transferable Voting System. Gold Supporter Directors will serve for one year on the board but may stand for re-election in subsequent years.
to,
Electoral procedures for Gold Supporter Director(s) will be as follows. Candidates must be nominated by at least 3 members of the Gold membership. A postal ballot will follow under the auspices of the Trust Board using the Single Transferable Voting System. Gold Supporter Directors will serve fortwoyears on the Board but may stand for re-election in subsequent years.
This Rule was changed to give extend the period of office of the Gold Supporter Director. See also Rule 54 l)
Rule 54 l) a NEW RULE,
The Supporter Director(s) and the Gold Supporter Director(s) will normally serve on the Club Board for two years subject to annual ratification by the Trust Board at the end of each year of account. The Society Board will have the bi-annual elections for Supporter Director(s) and Gold Supporter Director(s) on alternative years. If a Director should resign or otherwise be required to vacate his/her position as a Director then the Society Board shall appoint a replacement to complete the original election period.
This Rule was introduced to confirm the periods of office of each category of Supporter Director, and interim measures that the Trust Board could take between elections if a vacancy arose. The circumstance of using elections of each category on different years makes sure that we always have an experienced Supporter Director and also means that ANY member, whether experienced or not, may be elected without any qualms knowing that he/she will have an experienced mentor. The Trust now has a clear pathway available through its election system such that any eligible legally entitled member may be elected.
Rule 56 changed from,
Members of the Society Board will normally serve for periods of 2 years in accordance with the Board Membership Policy. Co-opted Society Board members may be re-appointed for a further period subject to these Rules.
to,
Members of the Society Board will normally serve for periods of 3 years in accordance with the Board Membership Policy. Co-opted Society Board members may be re-appointed for a further period subject to these Rules.
This Rule was changed after changes to Rule 52 a) in order to have a rotation of membership elections but also retaining a group of experienced Board members. See Rule 61.
Rule 61 changed from,
At the third and fourth annual general meeting of the Society 2 of the members of the Society Board first elected by the members (to be chosen by lot) will resign from office. Thereafter the 2 longest serving members of the Society Board elected by the members at the date of the annual general meeting each year will resign
to,
At the third and fourth annual general meeting of the Society 2 of the members of the Society Board first elected by the members (to be chosen by lot) will resign from office. Thereafter the 3 longest serving members of the Society Board elected by the members at the date of the annual general meeting each year will resign (this may also involve a choice by lot).
See the above Rule change.
Rule 97 changed from,
The following Rules may only be changed by a majority of at least three quarters of the members who vote in person or by proxy at a general meeting:
a) Rules 1 – 6 inclusive
b) This Rule
c) Rule 97
d) Rule 98
e) Rule 103
to,
The following Rules may only be changed by a majority of at least three quarters of the members who vote in person or by proxy at a general meeting:
a) Rules 1 – 6 inclusive
b) This Rule
c) Rule 98
d) Rule 99
e) Rule 104
This Rule was changed to deal with Rule numbers after the earlier introduction of a new Rule.
Rule 99 changed from,
The Act provides that the Society may by special resolution:
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 Act;
The quorum at any general meeting called to consider such a resolution shall be half 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 6, Rule 103 and this Rule.
to,
The Act provides that the Society may by special resolution:
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 Act;
The quorum at any general meeting called to consider such a resolution shall be half 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 6, Rule 104 and this Rule.
This Rule was changed to deal with Rule numbers after the earlier introduction of a new Rule.
Rule 115 changed from,
Members are entitled to inspect:
a) Their own account
b) The duplicate register
at the registered office at any reasonable time.
to,
Members are entitled to inspect:
a) Their own account
b) The duplicate register
at the registered office at any reasonable time, after a written request to the Secretary of the Society.
This Rule was changed to tighten up, but not restrict, the availability of members’ data on the register. This change together with Rule 7 (see earlier) clarified the position.
Rule 121 changed from
Every dispute which arises out of these Rules between the Society and:
i) a member; or
ii) any person aggrieved who has ceased to be a member within the six months prior to the date of the dispute; or
iii) any person claiming through such member or person aggrieved; or
iv) any person bringing a claim under the rules of the Society; or
v) an officer of the Society
is to be submitted to an arbitrator agreed by the parties or nominated by the Chair of the Football Society.
The arbitrator’s decision will be binding and conclusive on all parties.
to,
Every dispute which arises out of these Rules between the Society and:
i) a member; or
(ii) any person aggrieved who has ceased to be a member within the six months prior to the date of the dispute; or
(iii) any person claiming through such member or person aggrieved; or
(iv) any person bringing a claim under the rules of the Society; or
(v) an officer of the Society,
is to be submitted to an arbitrator agreed by the parties or nominated by the Chief Executive of CooperativesUK.
The arbitrator’s decision will be binding and conclusive on all parties.
This Rule was changed because there was no Football Society and the CE of CooperativesUK was a better option.
The Registry confirmed the registration under the Industrial and Provident Societies Act 1965 on 6th June 2007.
2008. Annual General Meeting, 30th April 2008. Proposals for changes to Rule 58 and changes to Rule 98 were approved by members at the AGM.
Rule 58 changed from
58. No person can be a member of the Society Board who:
a) has been a member of the Society Board for 12 consecutive years;
b) has been declared bankrupt or compounded with their creditors;
c) is subject to a disqualification order made under the Company Directors Disqualification Act;
d) has been convicted of an indictable offence;
e) is or may on the basis of medical evidence be suffering from mental disorder;
f) fails to abide by any rules for the conduct of elections made by the Society Board under Rule 54(a)
to
58. No person can be a member of the Society Board who:
a) has been a member of the Society Board for 12 consecutive years;
b) is subject to a bankruptcy order or has in place a composition with their creditors;
c) is subject to a disqualification order made under the Company Directors Disqualification Act;
d) has been convicted of an indictable offence;
e) is or may on the basis of medical evidence be suffering from mental disorder;
f) fails to abide by any rules for the conduct of elections made by the Society Board under Rule 54(a)
This Rule was changed to reflect recent changes in the Companies Act in relation to part b).
Rule 98 changed from
98.In the case of this Rule, Rule 6 and Rule 103 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 if the Society has more than 1000 members when the meeting is called.
to
98.In the case of this Rule, Rule 6 and Rule 104 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 if the Society has more than 1000 members when the meeting is called.
This Rule was changed to deal with Rule numbers after the earlier introduction of a new Rule.
The Registry confirmed the registration under the Industrial and Provident Societies Act 1965 on 29th May 2008.
2009. Annual General Meeting, 7th May 2009. Proposals for changes to Rule 84 to Rule 92 were approved by members at the AGM.
Rules 84 to 92 changed from
84. The Society Board will in respect of each year of account:
a) cause to be prepared a revenue account or revenue accounts which:
(i) singly or together 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; and
(iii) comply with the rules of the Football League, the Premier League and any other relevant statutes or regulations;
b) cause to be prepared a balance sheet giving a true and fair view of the state of the affairs of the Society and any subsidiary company or Society and complying with the rules of the Football League, the Premier League and any other relevant statutes or regulations.
85. The Society 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 before each annual general meeting, accompanied by a report by the Society Board on the position of the affairs of the Society and any subsidiary or holding company or Society signed by the chair of the Society Board meeting at which the report is adopted.
86. 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.
87. 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.
88. 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.
89. 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.
90. Save as provided in this Rule every appointment of an auditor is to be made by resolution of a general meeting of the Society. The exceptions are:
a. the first appointment of an auditor is to be made within three months of the registration of the Society and is to be made by the Society Board if no general meeting of the Society is held within that time;
b. the Society Board may appoint an auditor to fill any casual vacancy occurring between general meetings of the Society.
91. An auditor appointed to audit the accounts and balance sheet of the Society for the preceding year of account (whether by a general meeting or by the Society Board) is to be re-appointed as auditor of the Society for the current year of account (whether or not any resolution expressly re-appointing them has been passed) unless:
a. a resolution has been passed at a general meeting of the Society appointing somebody instead of them or providing expressly that they are not be re-appointed; or
b. they have given to the Society notice in writing of their unwillingness to be re-appointed; or
c. they are not permitted by these Rules to be the auditor; or
d. they have ceased to act as auditor of the Society by reason of incapacity;
e. proper notice of an intended resolution to appoint another person in their place has been given but the resolution cannot be proceeded with because of the death or incapacity of that other person.
92. A resolution at a general meeting of the Society:
i. appointing another person as auditor in place of a retiring auditor; or
ii. providing expressly that a retiring auditor is to not be re-appointed
will not be effective unless notice of the intention to move it has been given to the Society not less than twenty-eight days before the meeting at which it is to be moved. If such a notice is given the following procedure will be adopted.
The Society will send a copy of the notice to the retiring auditor.
If it is practicable to do so the Society will give notice of the intended resolution to its members with the notice of the meeting.
If that is not practicable, the Society will publish details of the notice by advertisement not less than seven days before the meeting in a newspaper circulating in the area in which the Society conducts its business.
If the retiring auditor makes any representations in writing to the Society in response to the notice or notifies the Society that they intend to make such representations, the Society will notify the members as required by Section 6 of the Friendly and Industrial and Provident Societies Act 1968.
to
84. The Society Board will in respect of each year of account:
a) cause to be prepared a revenue account or revenue accounts which:
i. singly or together 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; and
iii. comply with the rules of the Football League, the Premier League and any other relevant statutes or regulations;
b. cause to be prepared a balance sheet giving a true and fair view of the state of the affairs of the Society and any subsidiary company or Society and complying with the rules of the Football League, the Premier League and any other relevant statutes or regulations. An audit, were necessary under The Deregulation (Industrial and Provident Societies) Order 1996 or any other relevant legislation, or where the membership requires, will be carried out by a registered auditor.
85. The Society Board is to lay a revenue account and balance sheet duly certified and signed by the registered auditor and incorporating the report of the registered auditor thereon before each annual general meeting, accompanied by a report by the Society Board on the position of the affairs of the Society and any subsidiary or holding company or Society signed by the chair of the Society Board meeting at which the report is adopted.
86. The Society Board is not to cause to be published any balance sheet unless it has previously been appropriately certified by the registered auditor and it incorporates a report by the registered 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.
87. A registered auditor must be appointed to carry out an independent examination of the Society’s accounts and a balance sheet for each financial year. In this rule “registered 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.
88. The registered 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.
89. None of the following persons is to be appointed as registered 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.
90. Save as provided in this Rule every appointment of a registered auditor is to be made by resolution of a general meeting of the Society. The exceptions are:
a. the first appointment of a registered auditor is to be made within three months of the registration of the Society and is to be made by the Society Board if no general meeting of the Society is held within that time;
b. the Society Board may appoint a registered auditor to fill any casual vacancy occurring between general meetings of the Society.
91. A registered auditor appointed to report on the accounts and balance sheet of the Society for the preceding year of account (whether by a general meeting or by the Society Board) is to be re-appointed as auditor of the Society for the current year of account (whether or not any resolution expressly re-appointing them has been passed) unless:
a. a resolution has been passed at a general meeting of the Society appointing somebody instead of them or providing expressly that they are not be re-appointed; or
b. they have given to the Society notice in writing of their unwillingness to be re-appointed; or
c. they are not permitted by these Rules to be theregistered auditor; or
d. they have ceased to act as registered auditor of the Society by reason of incapacity;
e. proper notice of an intended resolution to appoint another person in their place has been given but the resolution cannot be proceeded with because of the death or incapacity of that other person.
92. A resolution at a general meeting of the Society:
i. appointing another person as registered auditor in place of a retiring auditor; or
ii. providing expressly that a retiring registered auditor is to not be re-appointed
will not be effective unless notice of the intention to move it has been given to the Society not less than twenty-eight days before the meeting at which it is to be moved. If such a notice is given the following procedure will be adopted.
The Society will send a copy of the notice to the retiring registered auditor.
If it is practicable to do so the Society will give notice of the intended resolution to its members with the notice of the meeting.
If that is not practicable, the Society will publish details of the notice by advertisement not less than seven days before the meeting in a newspaper circulating in the area in which the Society conducts its business.
If the retiring registered auditor makes any representations in writing to the Society in response to the notice or notifies the Society that they intend to make such representations, the Society will notify the members as required by Section 6 of the Friendly and Industrial and Provident Societies Act 1968.
This Rule was changed on the advice of the Society’s auditor and based on documentation received from the FSA in relation to new legislation [The Deregulation (Industrial and Provident Societies) Order 1996] coming into force. The Society Board concluded from that advice that certification of the accounts by a registered auditor was more cost effective and appropriate for the Society.
Note: The actual changes shown above are not exactly those presented by the Secretary at the Annual General Meeting but have minor changes as advised by the FSA. Members were told of these changes in the Autumn 2009 Newsletter.
The Registry confirmed the registration under the Industrial and Provident Societies Act 1965 on 4th June 2009.
