Governing our club – AFC Wimbledon PLC’s rules on director voting and Dons Trust approval

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We are excited to bring on our first non-executive directors (NEDs) to the AFC Wimbledon PLC board. Adding new (NEDs) to the AFCW PLC Board has no impact on the Dons Trust’s control of the club, and the Dons Trust will always have the majority votes in governing AFC Wimbledon PLC.  

Following the appointment of two new non-exec directors to the AFC Wimbledon PLC Board (Read more here), members have asked how this will impact the AFCW PLC Board and whether the Dons Trust Board representatives on the AFCW PLC Board can be outvoted by the other board members. 

The DT representatives still have the power to block a vote and make sure that the right decisions are referred on to the DT Board and then on to DT members where appropriate. 

As a reminder you can find details on our structure and the various boards and companies here: https://thedonstrust.org/our-corporate-structure/.

We’ve set out below the relevant sections of the AFCW PLC rules, which make clear how voting works (Article 117) and what decisions can be taken by who (Schedule 1). 

Article 117 Meetings of Directors 

The Directors may meet together (either in person or by telephone) for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Until otherwise determined four Directors (including one from the Society Board) shall constitute a quorum. Questions arising at any meeting shall be determined by a majority of votes, save that where all Society Board directors vote against any proposal, that proposal will fail irrespective of the votes in favour. One Director may, and the Secretary shall at the request of a Director, at any time summon a meeting of the Directors. 

Schedule 1 

Memorandum of Understanding between the Society Board and AFCW PLC Board. 

Directors’ general authority: 

  1. Subject to the articles, the directors are responsible for the management of the Club’s business, for which purpose they may exercise all the powers of the Club 
  2. Without Prejudice to the above, and without limitation any of the matters reserved to the Board as annexed hereto at Schedule 1 may be approved by the Board subject to additional shareholder approval as required by this Schedule. 
  3. The Board’s authority is limited to the degree as set out below. 
  4. AFCW PLC Board shall not take any action nor pass any resolution without the prior written consent of the Society Board in any matter that pertains or relates to: 
  5. Restricted Actions:
    Action
    Any action that results in the Society’s voting capacity in AFCW plc falling below     75% +1 share Sale of any freehold interest in Plough Lane 

    Any qround relocation from Plouqh Lane 

    Creation of any new leasehold interest in Plouqh Lane 

    Any issue of new shares in AFCW plc, or transfer of existing Society shares in AFCW plc, to 3rd parties 

    Any alteration in the ownership or corporate status of any subsidiary company that 

    increases the influence of 3rd parties over any of those companies vis-a-vis the Society 

    Setting up any new subsidiary company that is not 100% owned by AFCW plc. 

    Creating any agreement in respect of Plough Lane to leave 

    the club having less favourable terms in respect of length of tenure, rights or rents paid 

    Name of the Club including nickname, or its status with the FA 

    The primary colours of the Club (yellow and blue) 

    The Club and associated subsidiary badges and crests 

    Borrowing against the security of the freehold at Plough Lane 

  6. Non-Restricted actions:
    a.     Investigating opportunities to undertake Restricted Actions are not Restricted Actions in themselves provided that:
    1. such investigations do not commit the Company or its subsidiaries to undertake Restricted Actions
    2. the Board takes reasonable steps to ensure that relevant 3rd parties are aware of the requirement for Society Board approval of Restricted Actions and the Society Board are made aware of the investigations before the next Board meeting;
    b. In accordance with this Schedule the following matters can be discussed by AFCW PLC Board but any decision must then be approved by the Society Board.
    Action
    Agreeing a ground share to leave the club not having less favourable terms in respect of length of tenure, rights or rents paid     Engaging in commercial activity with an organisation or industry that might 

    directly hinder performance, image, brand, or reputation of the Club 

    Changing the Club charter 

    Annual budget for the Club 

    Significant investment decisions eg capital expenditure over 7.5% of the previous year’s turnover in the AFCW plc accounts 

    One off revenue windfalls, eg player sales, cup prize money over 7.5% of the previous year’s turnover in the AFCW plc accounts 

    General price rises of greater than inflation eg tickets, merchandise, food and beverage 

    Extension of the Club’s activities into significant new business areas and any decision to cease to operate all or and significant part of the Club’s business 

Any other matter not listed in clause 5 or 6 above, may be discussed and appropriate actions taken by the AFCW PLC Board without the consent of the Society Board.