The purpose of the meeting is to vote on changes to the Supporters Society constitution that will help the Society to pursue a successful community ownership bid.
Specifically, the Society Board seeks members’ approval for an extraordinary resolution to insert an “asset lock” provision into the Society constitution that would allow loans to the Society to qualify for Social Investment Tax Relief (SITR). This is a crucial step: please see our full guidance and recommendations below.
An extraordinary resolution requires 75% approval of those present. Members who cannot attend the meeting can return the attached Proxy Voting form to the Chair and their vote will be duly registered.
It is possible that additional motions related to community ownership may be added to the agenda ahead of the meeting – the Society Board will communicate these at least one week in advance.
Please note that an EGM of the Supporters Club has been called for 1pm the same day – we have co-ordinated the timing of our EGMs for the convenience of members.
The Supporters Society resolves to add the following clause to its constitution:
“Restriction on use
Pursuant to regulations made under section 1 of the Co-operatives and Community Benefit Societies Act 2003:
(1) All of the society’s assets are subject to a restriction on their use.
(2) The society must not use or deal with its assets except—
(a) where the use or dealing is, directly or indirectly, for a purpose that is for the benefit of the community;
(b) to pay a member of the society the value of his withdrawable share capital or interest on such capital;
(c) to make a payment pursuant to section 24 (proceedings on death of nominator), 25 (provision for intestacy) or 26 (payments in respect of mentally incapable persons) of the Industrial and Provident Societies Act 1965;
(d) to make a payment in accordance with the rules of the society to trustees of the property of bankrupt members or, in Scotland, members whose estate has been sequestrated;
(e) where the society is to be dissolved or wound up, to pay its creditors; or
(f) to transfer its assets to one or more of the following—
(i) a prescribed community benefit society whose assets have been made subject to a restriction on use and which will apply that restriction to any assets so transferred;
(ii) a community interest company;
(iii) a registered social landlord which has a restriction on the use of its assets which is equivalent to a restriction on use and which will apply that restriction to any assets so transferred;
(iv) a charity (including a community benefit society that is a charity); or
(v) a body, established in Northern Ireland or a State other than the United Kingdom, that is equivalent to any of those persons.
(3) Any expression used in this rule which is defined for the purposes of regulations made under section 1 of the 2003 Act shall have the meaning given by those regulations.”
GUIDANCE AND RECOMMENDATION FROM SOCIETY BOARD
- The resolution above seeks to add an “asset lock” provision to the Society constitution, which legally prevents the assets of the Society from being used for private gain, rather than the stated aims of the Society. The wording of the resolution is compliant with relevant legislation.
- By adding an asset lock to the constitution, the Society will be eligible to offer lenders Social Investment Tax Relief of up to 30%.
- The Society seeks to raise £1.4m primarily through a community share offer, rather than loans. However, in order to assist Bath City FC Ltd in meeting pressing debt obligations due in April, the Supporters Society is seeking to attract short-term “bridge loans” from major investors that will refinance the pressing debts and give the community share offer time to succeed.
- The Society Board strongly urges members to support this resolution. It is essential to the success of the community ownership bid.