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Secretaries Guidance

Introduction

Every Registered Society or Community Benefit Society must, by law, have a Secretary, so a Supporters’ Trust or Sports Club Community Mutual must have one.

The Society Secretary is an essential part of the team and acts as the organisation’s guardian.

The Secretary has the key role of monitoring the trust’s affairs and ensuring that matters are dealt with in accordance with the Rules,
legislation, FSA policies, good practice and to the benefit of the Members and community.

Note that legally, no-one under the age of 16 may be an officer of the Society and that includes the Secretary.

The title of the Secretary should be Society Secretary and not Company Secretary, which can cause confusion because Supporters’ Trusts and Sports Club Community Mutuals are not companies; they are governed by the Cooperative and Community Benefit Societies Act 2014 and not the Companies Acts, although in many respects, a Secretary of a Society and a company perform very similar roles within each of their respective organisations.

Contents

  1. Appointment
  2. Introduction to Role & Responsibilities
  3. Statutory Duties
  4. Core Corporate Governance Responsibilities & Best Practices
  5. Additional Duties
  6. Financial Requirements
  7. Constitutional Amendments
  8. Membership Communications
  9. Delegation of Duties
  10. Resources

 

Appointment

The Society Secretary is the only individual who is appointed to the role rather than elected.

Supporters Trusts and Community Owned Sports Clubs have often appointed someone who either works as a company secretary or who is retired from that job, as that person has the co-ordination and organisational skills needed. Others have appointed those with more of a legal background.

Although the Secretary attends Board meetings, and is appointed by the Board, they have a slightly different position. As they may be called upon to remind the Board when they’re making an error, or in some cases, countermand the Board and communicate with members, it’s better if they don’t have a vote at Board meetings, so they aren’t compromised in any way.

As their role is one of giving advice, the essential skills needed mean that it is recommended practice that the Secretary is appointed by the Board rather than elected by members.

Whilst the FCA (Financial Conduct Authority) do not have to be informed if the Secretary changes, it is recommended best practice to notify both the FCA and The FSA of a change of name.

If this change has any effect on the registered address for communications the FCA will need to be informed via their prescribed forms.

If the Board thinks one of them can do the job, then they can appoint them, but we advise Societies to let members know that there is a vacancy and see if anyone in membership could do the job.

Societies should circulate a brief job specification so people can see what the role entails and whether they have the skills to do it. The Board can then look at the applications they receive and decide.

The actual appointment is by means of a resolution approved by a majority of Board members voting at the meeting. To remove a Secretary, a resolution must be passed by the majority of the Board.

Introduction to Role & Responsibilities

The Secretary is there to give impartial advice, follow best practice and good governance and to act in the best interests of the Society.

The Secretary receives the Trust communications and is responsible to the Society Board, and between Board meetings, to the Chairman of the Trust.

The Secretary’s role is to protect the members’ interests and ensure that the constitution is followed properly and that the organisation is functioning properly.

The Secretary should be the most familiar with the constitution to enable advice to be given to the Board and any issues about interpreting the constitution should always be resolved after hearing the advice of the Secretary first.

The Secretary should be the primary contact for Members and external organisations on behalf of the organisation, although many Trusts and Clubs also appoint a Board Member to be the Press Relations Officer. The Chair could also be the primary contact if preferred. Ultimately, what works for each Trust might be different.

If the Secretary is of the opinion that the Society is not acting in the best interests of the members, then they must remedy the situation. Obviously, this can sometimes put the Secretary in a very difficult situation.

The Secretary can use Society funds to get professional advice and can also write to all members voicing concerns if their opinion is that bad decisions are about to be made, have been made or that the rules are not being followed correctly. Obviously, the last of these is a drastic step, and this should be treated as a last resort after attempts to resolve the matter within the Board have failed.

The FSA provides its members with access to a legal helpline where they are entitled to 30 minutes of free legal advice on each given issue, to deal with legal queries and problems.

The Secretary should be the Trust representative to approach The FSA and the legal helpline when necessary.

Under the law governing Community Benefit Societies, the members are the most important people. The Society belongs to them, so the Secretary’s responsibility is to them, not the Board. The Board act in the name of the members, but where the Secretary feels that the Board is acting less in the interests of the trust than of members’, then they must act.

If the Secretary writes to the members, members then have two choices outlined by the Secretary in the communication. Members can ignore the advice, or they can take the action they are entitled to under the Constitution, such as calling a meeting to stop the board, or holding the board to account.

As the members are the most important, if they choose not to worry about the issue, or take no action, then the law views that the Secretary has discharged their responsibility and cannot be held accountable for what follows.

Statutory Duties

The Society Secretary has many statutory duties and it is good practice to develop a calendar of events to ensure that the responsibilities are discharged.

Duties can be broken down into three categories;

  • Ongoing
  • Annual
  • Occasional

A more detailed breakdown of each requirement and method for conducting is detailed below.

Ongoing

The Secretary is expected to take charge of record keeping in the society, process which is ongoing and in need to continual updating and maintenance.

Records should be kept of:

  • Meetings, agendas and minutes. All board meetings and general meetings
  • Filing, submitting and registering documents at the FCA and FSA -including partial rule amendments, annual returns and FSA
    membership form
  • Side Policies as agreed by the society such as the Election Policy, Board Membership and Conduct Policy, Disciplinary Policy and
    Standing Orders for General Meetings and Standing Orders for Board Meetings as approved first by a general meeting of the society
  • Registers – Board members, members register, and share register as required by the Cooperative and Community Benefit Societies Act 2014 and available for inspection at any time
  • Action plans and business plans prepared on behalf of the society
  • Calendar of events
  • Calendar of secretaries’ event dates e.g. Date of AGM and relevant dates for procedural steps

Each society should have a file which has all the relevant documents needed by the Secretary.

These will include:

  • The rules of the Society (and any registered amendments)
  • All Society policies
  • Forms sent to the FCA (keep copies for file purposes)
  • Annual Accounts from the previous three years (the most recent to be on display within the registered office)
  • Register of Society Board Members and their declared interests
  • Minutes of meetings and agendas
  • Register of Members and Ordinary Share Register (these can differ when members do not renew their membership as the share in the society reverts back to the trust and can be re-issued to a new member)
  • Copies of all correspondence sent on behalf of the society
  • Any other important relevant document such as the result of searches of the Land Registry and Companies House
  • Updating register of board members’ interests

Annual

The Society Secretary is required to have working knowledge of the processes involved in the Societies AGM and election processes and requirements surrounding the submission of annual accounts.

A breakdown of the Secretary’s responsibilities in these areas detailed are below.

The AGM (and other meetings)

  • Know what’s involved in the AGM
  • Know how to call the AGM or other members meeting
  • Structure how the meeting is conducted
  • Details contained within the calling notice and calling periods
  • Ensure members have the chance to submit motions
  • Arrange proxy and postal votes

Elections

  • Working knowledge of the election process
  • How to solicit nominations from the members
  • Compile and distribute ballot paper in accordance with the Election policy
  • Manage complaints process
  • Consult with the Election Working Committee
  • Prepare the nomination for election form
  • Check and collate candidate’s addresses (manifestos)
  • Prepare ballot papers and/or voting cards (or show of hands).

The Annual Return and Accounts

  • Know how to complete annual return and AR30
  • Knowledge of the consequences of not complying with AR30 submission
  • Management of accounts
  • Time management of the auditor should one be required

Occasional

There will be other occasional duties which the Society Secretary is best placed to take on. Some of these might include:

  • Rule changes and keeping the FCA updated with correct society information
  • Dealing with enquiries from members to inspect documents
  • Dealing with member requested meetings as well as those called by the Board including open forums and events
  • Managing a suggestion box
  • Watching postings on message boards for any society related content

Core Corporate Governance Responsibilities & Best Practices

The Society Secretary has a number of core corporate governance responsibilities and we have detailed best practice guides for these.

Board meetings

When it comes to society board meetings, the secretary has a number of responsibilities and arrangement to put in place.

  • Manage the whole process of meeting arrangement.
  • Prepare the Agenda and check with the Chair and Board Members for items to be included.
  • Ensure that any additional documents are circulated to Board Members prior to the meeting and have additional copies available
    should they be required.
  • Check the venue for accessibility, availability, confidentiality, disturbance potential, noise levels.

The Secretary’s role at a Board Meeting should be to ensure the Board Members are complying within the society rules and acting for the benefit of the members. As such on voting issues the Secretary would not vote to ensure independence.

See the Standing Orders for Society Board Meetings Template which lays out details and process for the conduct of Board Meetings for you to adapt and adopt as necessary.

General meetings

The society is required to hold an Annual General Meeting within six months of the financial year end.

This preparation for this meeting requires a lot of involvement from the Secretary.

  • Set a date for the AGM.
  • Consult the Board members on the Agenda items.
  • Set new member cut off date for inclusion in AGM.
  • Send out calling notice and consult the membership for motions for the AGM.
  • Ensure motions are legal and in line with society rules.
  • Send out agenda, papers and proxy details to members.
  • Prepare voting cards to be issued to Members.
  • Ensure members register is correct and up to date.

REMEMBER only members over the age of 16 can vote at a General Meeting.

See the Standing Orders for General Meetings Template which lays out details and process for the conduct of General Meetings for you to adapt and adopt as necessary.

We have prepared a detailed Society Secretary AGM Timeline document to help you through the process of setting up and running your AGM.

General Meetings can be a fairly dull (but necessary) affair but it is crucial the society does all it can to ensure a high level of engagement with its members. Good practice would be to try and make the meetings lively, interesting and of a reasonable time length.

Complimenting the AGM with open forums, meet the manager/players Q&A, suggestion boxes and perhaps fundraising activities may lighten the meeting and ensure a higher attendance.

Maintain the Minute Book

The Secretary should ensure the Minutes of all meetings are taken and the Chair of the meeting should sign the approved Minutes once agreed.

All meetings must be minuted and kept in a safe place (including the registered office), and should be available to members, usually on the website.

Keeping the Register of Board Members

This can be in electronic form, but a hard copy should be printed off and kept at the Registered Office.

The register should have:

  • The name of each board member.
  • Their office held (i.e. Chair, Treasurer, Co-opted or Board member)
  • Their Address and other contact details.
  • Their membership and share number.
  • The date they were elected or co-opted and ceased office or resigned.
  • The date they ceased to be a member of the Board.
  • Any declared interests.

Board Membership and Conduct Policy

In the interests of best practice, the Society Secretary should ensure that the Board has a membership policy as early as possible.

The board membership policy can clarify the positions of co-opted and non-voting members.

Adopt and follow the Board Membership and Conduct Policy template

Insurances and Indemnities

The Secretary should ensure that the society Board Members appreciate that they have various duties and responsibilities to the society whether their role is in an executive capacity.

This would apply where it can be established that Board Members are in breach of these fiduciary duties, and under these circumstances, they may be personally liable to the society for any loss caused to the society by their actions.

The Secretary should ensure that Board Members review with their insurance brokers what insurance cover should be taken out in respect of the society’s activities.

It is the Board’s responsibility to affect any insurance policies.

Election Policy and Working Committee

The Secretary must ensure that the society has a policy in place for running elections and that the policy meets the requirements of FSA best practice.

They are responsible for ensuring that all elections are held democratically and in accordance with the Election Rules and they should be a member of the team of people running the election.

It is strongly advised that the society adopts, adapts and follows the Election Policy Template

Additional Duties

The Society Secretary has a number of additional duties which don’t fall into any of the previous categories but fall under the Secretaries remit.

Development & Training of Trust Board Members

It is vital that Trust Board Members have adequate knowledge to run the society and understand their roles and responsibilities.

As the Board Members will change regularly with annual elections it is best practice to introduce a level of continual professional development training to ensure new board members receive the relevant amount of training and existing board members are updated on any new requirements or practices.

The Society Secretary has a duty to ensure the Board Members are acting within the rules and in the best interest of the society and its members and as such the Secretary should ensure some level of training and resource is in place.

The FSA can provide training for Board Members on a number of subjects or assist you with putting together your own programme.

Trust Representation

The Society Secretary should ensure the Trust is represented at FSA regional meetings, national conference and the FSA AGM.

The Secretary should also ensure any members who represent the Trust on any FSA Councils report back to the Trust adequately and operate with the direction of their members.

Updates

The Society Secretary should be aware of, review and monitor changes in law, FCA requirements and updates, FSA policies and good governance procedures.

Assets & Charges

The Secretary must maintain a statement of other property such as members loans or loan stock and these must be kept at the registered office.

The Secretary should also maintain a register of particulars of all mortgages, charges and liens on the assets of a Trust (including any land holdings) which must be notified to the FCA within 21 days along with a certified copy of the document creating the charge.

Financial Requirements

Financial Year End

Societies will have a year-end stated in their rules, if for any reason the society wishes to change this date then the society has to apply to the FCA to change the year-end.

If the year-end is stated in the rules, then these need to be changed at a general meeting before the FCA can approve the change.

Once the date has been changed by way of a Rule amendment following the LRO of January 2012, it must not be changed again for at least 5 calendar years.

Such a change must also not be to a date more than eighteen months after the original date stated in the rules.

The Secretary ensures that the society AGM is held within six months of the year-end and the audit or Independent Examiners Report, as passed by the AGM is to be filed with the annual return with the FCA within seven months of the financial year end.

Ensuring Auditors or Independent Examiners are Appointed

The post 2011 Rules for a Supporters Community Mutual enables supporters societies to benefit of an exemption from a full audit allowed by the current threshold of turnover to apply this exemption, the relevant resolution must be passed by the required percentages of those members in attendance or entitled to vote at an AGM voting for and against the motion.

This rule amendment must be revisited each year at the AGM.

Balance Sheet & Auditors Report

These should both be kept physically on display at the registered office and available to members.

Paying FCA Periodic Fees

In the FCA fees consultation paper published November 2018, they proposed to discontinue the annual fees payable by registered mutuals.

They have now made their final rules so that from 2019/20 fee year registered mutuals will no longer pay annual fees.

Fees still require paying for the 2018/2019 year.

Submitting Annual Returns

The FCA no longer send out the annual return form in advance of its due date to the registered address, instead, it must be downloaded from the FCA website.

The date of the submission of the return will depend on the date of the society’s year end.

The deadline is no later than 7 months from that date.

The FCA do not submit reminders and a society is liable for prosecution if the return is not submitted in time.

The FCA’s information note regarding the return, outlines the correct procedures and is revised annually.

Check the FCA website before completing it, as the forms may have changed since the last time the trust filled in a return.

They should appear here at Annual Return for societies registered under the Cooperative and Community Benefit Society Act 2014.

Constitutional Amendments

The secretary is responsible for ensuring the correct process of registering any changes to the society’s constitution is followed and ensuring such changes are in line with the ethos, existing rules and benefit of the society members.

Name of Society

When the society was first registered, the name chosen will have been in accordance with Cooperative and Community Benefit Society Act 2014 and reflected the business of the Society. (i.e. Trumpton Rovers Supporters Society Limited.)

The society registered name would not include the word “Trust” but this word can be used in the more commonly used or trading name of the society. (i.e. Trumpton Rovers Supporters Trust or TRST.)

The registered name can be changed by resolution at a general meeting and using FCA Mutuals Change of Name Form, explaining that the change was necessary and that it would not be confusing or prejudicial to people having a claim on the society.

The registered name of the society should be on all electronic communication, website, social networking pages, blogs, letterheads and used in all official documentation along with the registration number.

All official documentation, such as emails, letterheads and compliments slips should have the following:

  • The registered name of the Society.
  • Website, email, Facebook, Twitter etc. address.
  • The registered address and other postal contact details.
  • It should also say ‘Registered in England and Wales as a Community Benefit Society with the Financial Services Authority.’
  • The FCA registration number.

Registered Office

A notice of any change in the situation of a society’s registered office shall be sent to the Financial Conduct Authority.

This cannot be a PO Box. It should be the address of the society secretary or treasurer or could be a firm of solicitors, accountants or any other business address, for example, it could be a Co-operative Society trading address.

The registered address can be changed using FCA Mutuals Change of Address Form, however, the FCA must always have the correct address as they use this address for important communications, and it is where they will send all documents relating to the society’s legal situation.

Use the change of registered office form from the FCA website.

Seal

The 2016 Model Rules include an option for the Society to have a sealing instrument, however, The Co-operatives and Community Benefit Societies Act 2003 removed the need for Trusts to have a seal.

Check your Rules as to whether a seal is required or not. If your Society use the pre-2011 Model Rules and the Board wish to remove
the need to have a sealing instrument you will need to delete the clauses referring to a seal in your constitution.

As with all partial rule amends a motion must be passed by a general meeting of members and then the appropriate FCA form completed.

Registering Partial Amendments

Societies can amend their rules, but it’s important to recognise that this is not as simple as it would be in, say, a supporter’s clubs, where members just pass any changes, which then immediately come into effect.

Amendments must normally be agreed by resolution at a General Meeting of members (certain amendments must be resolved at an AGM and revisited at each AGM thereafter) before they can be registered. After that, the amendment must be approved by the FCA, who will write to the society’s registered office either confirming or rejecting the change.

Until it is approved by the FCA, the change is not operational, so societies can’t act as if the rule was changed until the FCA confirm that they have registered it. In the context of the Act, the FCA have ultimate responsibility to sanction any changes to the rules.

A partial amendment of rules is when the current rulebook remains registered, but some rules are altered, added or deleted (rescinded).

The appropriate FCA Form must be fully completed and these can be downloaded from the website.

It is essential that the notes “filling in the form” are carefully read and followed, that Part 2 of the form is properly sworn and that the Appendix 1– Part 1 completed.

Societies are registered as a benefit of the community society and benefits are available also to those not members of the society. The special reasons for being a community society are that the society’s democracy is protected within the Community Benefit Society structure.

The FCA will not register rule changes that conflict with the requirements to operate for the benefit of the community. Community mutuals offer opportunities for partnership. A robust constitution for the society, which is inclusive, transparent, affordable and not for profit. The categories of people benefiting from the society are, anyone who is a supporter of the Club or has an interest in the game of football and is sympathetic to the objects of the society.

Registering a Complete Amend

This would be a complete replacement or writing of the old rules and substituting a new set of rules in their place.

It can sometimes be easier to register a new set because detailing a large raft of changes can be cumbersome. However, this is a procedure that can have long-term implications for the society’s legal status and should only be done in conjunction with the advice and approval of the FSA.

Dissolving the Society

Societies can be wound up and cease to exist, but the procedure to be followed is quite detailed.

Contact the FSA if you need more information as we have written a guidance as to the steps to be taken which we can send to you if the society is no longer active and there is nobody willing to continue to run the society.

Membership Communications

The Society Secretary should take the lead on communications with society members and has a number of responsibilities in this area.

Rules & Policies

All members should have access to a copy of the societies rules and side policies, because each member agrees to be bound by them when they join the society.

By law a charge of £5 can now be made to provide a hard copy but may not be good public relations for the society.

The easiest way for members to have a copy is to upload the constitution and side policies onto the society’s website and advise members where to find it. The Secretary should ensure that the copy on the website is up-to-date and includes any amendments passed by the society.

You can also send the rules in a pdf format to members via email or another way of members accessing the rules would be to have a hard copy available for inspection at the registered office.

Keeping the Register of Members

This can be in electronic form, but a printed version should be kept available for inspection by a member of their own details at the registered office.

The Secretary ensures that the register cannot be tampered with in any way.

The register should contain the following information:

  • Name
  • Membership number
  • Share number
  • Date registered
  • Date membership ceased
  • Number of shares held
  • Postal and email addresses and any other relevant contact details including a note of the members preferred form of communication
  • Renewal date

Remember the first four members of the society were the four people who signed the Rules and so these must be in the register to begin with but can be removed if they don’t renew in subsequent years.

A duplicate register is also to be kept at the registered office which includes the same information except for the number of shares held and the loan stock held by each member and can be wholly inspected by members.

Share certificates and register of shares

Each member should receive a share certificate for their share in the society.

The Share certificate must contain the following information:

  • The name of the Society
  • “Share Certificate” [name of member] is a member of [name of society] and is bound by the society rules.
  • Share number and date issued.
  • The signature of two Board members usually the Chair and the society secretary.
  • [Trading name of society] is registered as a “registered society” with the Financial Conduct Authority – Registered Number: XXXXXXR

The Secretary maintains a share register listing the share certificate number, name, address and membership number of each member who is a shareholder.

Members under the age of 16 cannot hold a share in the society.

It isn’t a legal requirement to supply a share certificate to each member, but it is good practice and recommended by the FSA.

Co-ordinate the Publishing of Information to Members

Societies must keep their members informed of what is going on.

Informed members are engaged members.

Most societies do this by way of website, regular emails, newsletters and regular general meetings.

Delegation of Duties

Being a Secretary, as with other positions of the Board, is time consuming and at times can be onerous.

The Secretary does not have to undertake all the tasks personally and can delegate duties such as membership to a specific Membership Secretary or membership team, or production of a newsletter to a publicity team who keep members informed.

The Secretary can also have an Associate Secretary to help deal with issues and attend meetings.

If the Secretary does delegate and/or have an associate secretary, they are still ultimately responsible for all the Secretary’s responsibilities by law and under the Rules.

The Secretary must ensure that anyone undertaking delegated duties completes them correctly and within the boundaries of the constitution (do not act Ultra Vires – i.e. outside of the powers of the Society Board).

So, for example, if a society did delegate production of the newsletter to another group, they could produce it, but the Secretary should have sight of the final draft to check it is OK.

With membership, it is impossible for the Secretary to oversee all the work of a Membership Secretary, but they should have an agreed system in place by which memberships are processed, and regularly check that the system is being followed.

The Secretary is responsible for compliance and is therefore liable to prosecution under the CBS Acts if all reasonable steps have not been taken to comply with legislation and the society’s rules and any breaches remedied as quickly as possible.

Resources

Society Secretary Job Description

Standing Orders for Society Board Meetings Template

Standing Orders for General Meetings Template

Board Membership and Conduct Policy template

Election Policy Template

Society Secretary AGM Timeline

Template AGM Calling Notice & Agenda

Template AGM Motion Proposal Form

Template AGM Proxy Form

Template Accounts

 

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