A – Membership of the Board
- This is the board Membership Policy of the QPR 1st Supporters Trust (“the trust”) as provided for in rule 54 of the rules of the Trust (“Rules”).
- At the first Annual General Meeting (“AGM”) of the Trust, an election will be held to select a board of at least 8 (but no more than 10) people who shall meet (as many times as are necessary) within 2 weeks of the AGM to carry out the business set out in A4 – A9 below.
- The procedure for election to the board at an AGM, whether at the first AGM or subsequent AGM’s shall be as follows:
- (a) any member (as defined in the Rules) may be nominated to stand for election to the Board, nomination forms will be included in any notice of AGM. Nomination forms will include a signed declaration by the nominee that (s)he complies with and will comply with the Rules and this document; and
- (b) nominations will be effective if signed by 2 different Members; and the Member who is being nominated. All such Members must include on the nomination form their full name, membership number and signature (and for these purposes a faxed signature will suffice); and
- (c) 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; and
- (d) nomination forms must be submitted to the Secretary care of the Registered Office at least 28 days prior to the AGM at which the nominee is seeking election, or such earlier date as shall be specified by the Secretary; and
- (e) nomination forms must be accompanied by a biography/manifesto to comprise of text only, with a maximum of 250 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.
- The newly elected Board (after each AGM and not merely the first AGM) shall meet to select from amongst themselves a Chairman, a Vice Chairman, a Treasurer, a Secretary and a head for each of the following sub-committees: Membership, Communications/Media, Fundraising, Finance, Community, Think Tank and other such committees as the Board shall determine from time to time, having due regard to the roles and responsibilities prescribed for each of the positions and the skills and abilities of the members of the newly elected Board.
- The newly elected Board is obligated to co-opt up to 6 (but no fewer than 4) members on to the new Board. Co-opted Board members shall be co-opted on the basis of their ability to fill those roles on the Board which remain vacant and/or where they possess specific skills or attributes which the elected board members feel would be beneficial to have on the Board. Co-opted members of the Board will serve until the next AGM and may then either stand for election to the Board or seek re co-option. (The rules state that the Board must always consist of between 4 and 6 co-opted members and this seems the only way to ensure that happens).
- The Board will discuss potential co-optees and if by a majority they require the potential co-optees to appear before them for an 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 cast vote in the event of an equal numbers of votes for and against the co-option.
- As soon as possible after each AGM, the Board must consist of at least 12 people (as per rule 54). As per rule 56, it is envisaged 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. As also with rule 61, it is envisaged at the third and fourth annual general meeting of the Society, one third of the members of the Society Board first elected by Society members (to be chosen by lot) will resign from office. Thereafter the one third of the members of the Society Board elected by the members who have served the longest at the date of the Annual General Meeting each year will resign. If at any time there is an uneven number of elected directors, the Society Board shall decide the number of elected directors to resign in accordance with this Rule, which shall be approximately one third of the total number. 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.
- The newly elected Board (after each AGM and not merely the firs AGM) must decide at its first meeting on a Chairman and a Vice-Chairman whose roles and responsibilities will be prescribed from time to time. The Chairman and Vice Chairman must serve on different sub-committees. As soon as practicable the names and roles of the new Board should be posted on the Trust’s website and sent out to members.
- Co-opted Board members may not serve on a disciplinary committee even where (s)he is the then current Head of any sub-committee.
- It will be the specific responsibility of the Head (or in his/her absence, the deputy) of each sub-committee to co-ordinate that sub-committee and at each meeting of the Board provide a written or oral report to the Board on the activities of that sub-committee.
- 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.
- It is the responsibility of each and every Member to act at al times in accordance with the Rules, this document and in a way which maintains the dignity of the Board, the Trust, and Queens Park Rangers football club and the plc (“the club”) – should it be re-floated onto the AIM – failure to do so may be considered a disciplinary offence.
B – Confidentiality and Collective responsibility
- Members of the Board acknowledge that discussions at Committee Board Meetings are strictly confidential save where expressly stated not to be, and save for official reports of meetings, such as basic publication of minutes, and that should the club be re-floated as a company listed on the London Stock Exchange, Board members may from time to time have access to or knowledge of price sensitive information. With the exception of those circumstances set out in B2 below, all Board members shall keep all such discussions or information strictly private and confidential.
- 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.
- 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.
- From time to time the Board will vote on issues, make decisions or pass resolutions and each and every 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 in public 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 must speak with a unified voice.
- If a Board member does not feel able to 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.
- A breach of the ethic of collective responsibility is a disciplinary offence.
C – Limitations and Conflicts of Interests
- Any Board member may speak about, give comments or opinions on a variety of issues provided they are expressed to be a personal opinion.
- Only the authorised publicity spokesperson(s) (or such other person who has the express consent of the board or the Head of the Communications/Media sub-committee) may issue communications or brief the press/media on behalf of the Trust.
- All efforts must be made to retain copies or recordings of all Trust communications, minutes, press releases, interviews, and publicity whether in written, oral or visual form. A library of such information must be kept by the publicity officer, except for the minutes of which this responsibility falls to the Secretary, on behalf of the Board for posterity and consistency and to deal with any future queries.
- Any Board member who volunteers to take on a particular job must, as far as possible, carry out that task to the best of their ability. It will be the responsibility of each Board member to take the action required to deal with any task allocated to him/her in the minutes. Failure to do so may be considered a disciplinary offence. Guidance can always be sought from the rest of the Board.
- All money collected by Board members must be forwarded to the Treasurer for entry into the Trust Bank Account. There will be no exception to this rule. The Treasurer has the authority to pay any reasonable expenses to the Board members for phone calls, stationary etc without the consent of a full Committee, but he/she must inform the Board of the amounts paid out.
- All membership details and records are to be kept on a computer database with only Board members having access. All information is strictly confidential. Any Board member collecting details of new members must ensure that they forward all the correct information and monies to the membership secretary.
- Any attempt by a Board member(s) to arrange favours with members of staff at Queens Park Rangers FC for personal gain will result in disciplinary measures of the highest order.
- 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 become an employee of the Club. If a Board member shall during his/her term of office fall into this category (s)he shall immediately notify the Board. 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.
- If a Board member acts in a way which conflict with Rules, this document, Trust policy or Board decisions or resolutions that Board member will be subject to disciplinary measures.
- A breach of the provisions relating to conflicts of interests is a disciplinary offence.
D – Disciplinary Matters
- 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.
- 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 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.
- 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.
NB. Please note this Code of Conduct is structured in a way which will allow for it to be adapted to suit different needs in a democratic manner should the occasion arise.