Conversion to a Community Benefit Society

Conversion complete

At our Annual General Meeting, we asked you to vote on whether you wanted to convert OASF to a community benefit society. 96% of you voted ‘Yes’.

Since then, we have been working with the Football Supporters’ Association and Co-Operatives UK to prepare the appropriate paperwork. Just before Christmas, we submitted our application to the Financial Conduct Authority (FCA), the regulator for community benefit societies.

On 13 January, the FCA confirmed that our conversion to a community benefit society had been approved and completed. You can find us listed on the FCA’s register as ‘Latics Supporters Society Limited’, our new legal name. We will continue to be called Oldham Athletic Supporters Foundation everywhere else.

What does this mean?

Conversion to a community benefit society opens up new opportunities for us to access grant funding to help us fundraise to increase fan shareholding in the Club, gives greater legal protection for our assets (our 3% shareholding in the Club), and helps make us more democratic and member-driven. It will also reduce the amount of tax we currently have to pay.

The conversion also means we have new Rules, created in collaboration with the Football Supporters’ Association, which govern how we operate. These replace our Articles of Association. We have attached a summary of those Rules to this statement to help you understand the key points. The full set of Rules can be read on the FCA website.

One of the main changes that members will see soon is that our new Rules require us to charge an annual membership fee.We are currently exploring options for our membership offer and will communicate our plans with members once they have been finalised.

Summary of Oldham Athletic Supporters Foundation’s New Community Benefit Society Rules

Contents

Introduction​1

What are the Rules?​1

Name of the Society​1

Our Purpose and Objects​2

Asset Lock and Surpluses​2

Membership​2

General Meetings​3

Constitution of the Board​3

Disputes​3

Changing the Rules​4

Introduction

This is a summary to help our membership digest and understand the most important aspects of our new Rules.

Therefore, this summary will not cover every element of the new Rules. For a comprehensive view of the Rules, members can view them on the Financial Conduct Authority’s websiteunder ‘Documents’.

What are the Rules?

Our new Rules replace our previous Articles of Association now that we have converted from a company limited by guarantee to a community benefit society. The Rules set out our purpose, powers and governance, as well as the rights of our members.

The Rules are a legal document which has been approved by the Financial Conduct Authority, the regulator for community benefit societies like us. The Rules are based on a set of pre-approved Rules put together by the Football Supporters’ Association which are designed specifically for supporters’ groups like ours.

Name of the Society

In the Rules and in the Financial Conduct Authority’s register, Oldham Athletic Supporters Foundation (OASF) is referred to as Latics Supporter Society Limited. This is our legal name. However, we will continue to refer to ourselves as Oldham Athletic Supporters Foundation.

Our Purpose and Objects

As a community benefit society, our business must be conducted for the benefit of our community, not the profit of our membership. Our purpose is to “be the vehicle through which a healthy, balanced and constructive relationship between the Club and its supporters and the communities it serves is encouraged and developed. The business of the Society is to be conducted for the benefit of the community served by the Club and not for the profit of its members.”

Our objects set out how we will benefit the community served by the Club:

• being the democratic and representative voice of the supporters of the Club and strengthening the bonds between the Club and the communities which it serves;

• achieving the greatest possible supporter and community influence in the running and ownership of the Club;

• promoting responsible and constructive community engagement by present and future members of the communities served by the Club and encouraging the Club to do the same;

• operating democratically, fairly, sustainably, transparently and with financial responsibility and encouraging the Club to do the same;

• being a positive, inclusive and representative organisation, open and accessible to all supporters of the Club regardless of their age, income, ethnicity, gender, disability, sexuality or religious or moral belief; and

• protecting the Club and preserving the Club’s heritage for the benefit of its supporters.

Asset Lock and Surpluses

Our Rules prohibit us from distributing our money amongst our membership. Our money must be used on achieving our Objects or held in reserve.

All our assets (including our 3% shareholding in the Club) are now subject to an asset lock. Subject to a few exemptions in our Rules, we can only use our assets for the benefit of our community.

Membership

OASF will continue to have members but each member of OASF will hold one share of OASF.

Members must pay an annual membership fee. The membership fee will be determined by the OASF Board. £1 of the first payment will pay for the member’s share.

OASF members under the age of 16 cannot be a member of the Board or vote at a general meeting or in an election to the Board.

Members’ shares are not transferrable unless the member has died, declared bankruptcy or has consent from the OASF Board. If a member ends their membership, their share is lost. The amount paid for the share is not refunded. Reasons membership can end are set out in the Rules but include not paying the annual membership fee (after written notice), cancelling membership by giving written notice, and being expelled for conduct prejudicial to OASF (such as discriminatory behaviour).

One of the main rights of members is the ability to give ‘directions’ to the OASF Board. They can do this by submitting a resolution to the OASF Board Secretary (currently Bradley Knowles) 28 days before a General Meeting. A vote would be held on the resolution and if at least two-thirds of members at the meeting vote for it, the direction will apply. For more information on directions and resolutions, please see ‘Rights and Powers of Members’ in the new Rules.

General Meetings

OASF must hold a general meeting of members within six months of the end of the financial year (31 January) as its first Annual General Meeting.

Special General Meetings can also be called at other times to deal with specific issues. These General Meetings can be called by the OASF Board or members can request them.

Constitution of the Board

The OASF Board must have between six and ten people on it. Board members will normally serve for three years. If the number of board members falls below six, the Board must either increase the number of board members or call a General Meeting to elect more.

If the number of board members falls below six or the number elected at the previous Annual General Meeting, Board members may co-opt OASF members to join the Board so long as no more than one-third of the Board are co-opted. The Board may also co-opt up to three non-members so long as the total number of co-opted board members is in the minority. External board members must be selected because of specialist skills and experience that would benefit OASF.

If the number of board members drops to zero, a group of members can form to call a General Meeting to allow members to elect a new board (but cannot do anything else on behalf of OASF).

At the first Annual General Meeting, all board members must stand down. They may stand for election.

Disputes

If there is an unresolved dispute between OASF and another person, it may be submitted to an arbitrator agreed by OASF and the complainant or nominated by the Football Supporters’ Association. The arbitrator’s decision will be binding and conclusive for both parties.

Any person bringing a dispute must deposit £500 (or another reasonable sum decided by the OASF Board) with OASF. The arbitrator will decide how the costs of arbitration will be paid and what should be done with the deposit.

Changing the Rules

In most cases, our Rules can be changed or rescinded by passing an extraordinary resolution at a general meeting. An extraordinary resolution requires at least 75% of the votes cast to be in favour.