Following the announcement on 13 September that Kris Stewart was stepping down from the Dons Trust Board in order to take up a temporary position overseeing stadium business and operations whilst the club recruits a new Managing Director. the Board were left with only seven elected members.
We immediately took advice from our secretary and also The Football Supporters Association (FSA) (as the sponsor of our rules). Subsequently,the Board appointed Edward Leek to fill what’s known as a ‘casual vacancy’ until December to bring the number of Board members up to eight, being the required number to operate fully. We did this using a section of our rules, specifically Rules 62 & 64 that allow for the appointment of these casual vacancies.
Subsequently, this decision was queried by some Dons Trust members who were understandably concerned whether this decision had been made according to our constitution. As a result, we then sought further legal advice via the FSA’s legal counsel.
We reproduce the advice received below:
I agree that the rules require a minimum of 8 elected directors, under rule 54b.
However, rule 62 is also clear that it applies to “the members of the Society Board elected by the members” (my emphasis).
This rule makes it clear that a vacancy occurring among the elected directors by “death or resignation” (rule 62b), as here, “may be filled by the Society Board.”
Rule 62c stipulates that the person appointed serves until the next AGM, and there must be an election to fill the place at that AGM.
In my view, the society board are quite correct to have appointed a director pursuant to rule 62, in order to allow the society to continue to operate.
Having received this advice, we are content that the board has acted in line with its rules in the appointment of Edward Leek, and can continue to operate. However,we want to confirm that we do not plan to bring any new business to members ahead of the elections, beyond the work already advertised and in progress.
We do however intend to amend the constitution as part of the SGM resolutions on 1 November to reflect most recent ‘model rules’ for supporters trusts to ensure wording is clear and consistent for all members to understand.