The following ‘Fans Elected Director’ Policy was adopted at the HUST Annual General Meeting last night as a framework to work from in future negotiations set to be held with the Board of Directors of Hereford Football Club.
It was agreed that the document should be posted for comments from HUST members for a period of two weeks, thus enabling further input from Hereford supporters. These suggestions, together with recommendations already received from the Football Club Board, will help the HUST Board formulate future amendments to the working document.
The FED policy may also be viewed on the HUST Official website, being pages 48-51 of the AGM document pack.
Comments or suggestions, including your name and membership details to Craig Goodall craig.goodall@virgin.net on or before Friday November 4th.
HUST – Fans Elected Director Policy
1. Eligibility
1.1. To be eligible for nomination for HFC Fans Elected Director (FED) the candidate must:
• Have been a member of the Society for at least 1 (one) year • Agree to carry out the responsibilities and activities outlined in the HFC FED Remit. • Supply a statement (of between 300 and 600 words) as to why they believe they should be elected HFC FED. • Not be subject to a bankruptcy order or have in place a composition with their creditors • Not be subject to a disqualification order made under the Company Directors Disqualification Act 1986 • Abide by any rules for the conduct of elections made by the Board • Not be removed from office in accordance with the disciplinary process set out in the Board Membership and Conduct Policy • Not, in relation to whom a registered medical practioner who is treating them gives a written opinion to the Society stating that they have become physically or mentally incapable of acting as a FED and may remain so for more than three months • Not, in relation to whom by reason of their mental health, a court makes an order which wholly or partially prevents them from personally exercising any powers or rights which they would otherwise have • Not be the current Chair of the HUST Board 1.2. In order to be considered as a HFC FED candidates must be nominated by two HUST Members and complete a nomination form and Candidate statement. The nominations and documents should be provided to the HUST Secretary by the published deadline
1.3. Responsibility for selecting the HFC FED rests with the Society Board who will discuss the nominations at a board meeting; and a decision as to appointments will be made thereafter
1.4. From election, the HUST FED will serve for a period of 3 years.
1.5. The maximum continuous period the HUST FED can serve is 12 years.
1.6. The role requires:
• Integrity and trustworthiness • An ability to communicate effectively • Diplomacy • Confidentiality
2. Legal Duties and Implications
2.1. The HUST FEDs have the same legal responsibilities to the company (Hereford Football Club (HFC)) and its shareholders as all other HFC Directors. All Directors must act at all times in the best interest of the company (HFC) as a whole, however, the unique remit and responsibilities of FEDs mean that their view of what is in the company’s (HFC’s) best interests will be informed and influenced by the views of the customers, i.e. the supporters via HUST.
2.2. Normally a Director would be expected to work in co-operation and agreement with the rest of the HFC Board. The Board works on a consensus basis whereby once a decision has been reached, even by majority vote, it will be supported by all Directors. However, if at any time any FED feels that the Board is not acting in the best interests of the company (HFC), and by extension the shareholders which includes HUST they are then legally required to oppose that action.
2.3. Further information can be found in the Supporters Direct document, ‘Being a Director – What you Need to Know’ attached at Appendix 1 to this document.
3. FED Obligations to Society Board
3.1. Acknowledging and fully accepting the legal duties and implications as above, the Society Board expects each FED to carry out the ‘Duties and Responsibilities’ as laid out in the ‘FED Remit’.
3.2. Failure to do this will, in the first instance, be brought to the attention of the FED by the Chairman, Secretary and two other Society Board members. Ideally this group will work with the FED to improve the situation.
3.3. Ongoing failure to comply by the FED will lead to a vote of no confidence in the FED.
3.4. A vote of no confidence will be put to HUST members together with a report on the non compliance leading to the vote of no confidence.
3.5. The Society Board may, in the event of the FED being unable to continue in office, appoint a person to undertake the duties of FED, for a period, until it determines that an election shall be held. This period shall normally not extend beyond the next Annual General Meeting of the Trust Board.
4. FED Remit
4.1. Role:: • Represent the Society Board’s policies and positions on all matters relating to Hereford FC • Report back fully to the Society Board on the business of HFC Board meetings and, in particular, ensure that the Society Board are made aware of any critical changes to strategy, policy, procedures or agreements by the HFC Board • Ensure that HUST members views are represented at HFC Board meetings and that HFC Board members give full weight to those views • Act as a communication channel between HUST members, the Society Board and the HFC Board • Ensure that supporters’ views are considered by the HFC Board on all relevant topics
• Act in the best interests of HFC at all times; promoting best practice found in other clubs with supporter involvement at Board level.
4.2. Requirements: • Consistent attendance and participation at HFC Board meetings, AGM and EGMs. • Attending HFC Fans’ Forums and being available for questions • Consistent attendance and participating at Society Board meetings in order to give reports and updates on HFC Board meetings and matters that require discussion and/or input from the Society • Attending the Society AGM and being available for questions • Working with HFC to formulate its direction and strategy • Managing effective communication between HFC Board and HUST. • Pro-actively seeking the views and concerns of supporters both from and outside of the Society, communicating any significant issues raised to the relevant parts of the club and attempting to secure the best outcome for the supporters, bearing in mind the director’s ultimate legal responsibilities. • Being available for supporters to contact via various media (email, post etc.) and providing a prompt acknowledgement and response to communications. • Maintaining regular contact with all supporter’s groups (Executive Club, Supporters Club, Supporters Direct, Football Supporters Federation, HFC regional groups) • Being an Ambassador for the Club, hosting visiting officials • Liaising with local officials, Council officials, sponsors
Appointment Process
1. Responsibility for the selection of HUST FEDs lies with the Society Board;
2. The society board will review and discuss all eligible applications at a Board meeting and short list applicants for interview;
3. The Society Board will establish an Appointments Sub-Committee, of at least 3 board members. The Sub-Committee will be delegated responsibility for the appointments process by the Board. The Sub-Committee will: a. Interview all short listed candidates to consider their suitability for the role; b. Have full responsibility to choose the successful candidates on behalf of the board. c. Oversee the Appointment Objection Process
4. In the spirit of co-operation that exists between HUST and HFC, the Appointment SubCommittee will invite HFC to nominate an individual to participate in interviews for HUST FEDs. For the avoidance of doubt, The HFC nominated individual will be entitled to attend and participate in interviews but will not take part in the selection process as this role is undertaken by the Appointments Sub-Committee;
5. The Society Board is committed to engaging its Members on all significant issues, including the appointment of HUST FEDs. Applicants selected as HUST FEDs by the Appointments Sub-Committee will be, on completion of the Appointment Objection Process, ratified by the Society Board.
6. Once HUST FEDs are ratified, the Chair of HUST will inform the Chair and Secretary of HFC in writing of the HUST FED nominations and proposed terms of office.
Appointment Objection Process
1. Following identification of successful applicants for HUST FED positions by the Appointments Sub-Committee, the Sub-Committee will oversee the Appointment Objection Process.
2. The Appointment Objection Process enables HUST Members to put forward any well founded objections to HUST FED selections proposed by the Appointments SubCommittee
3. A well founded objection can be made by any HUST Members for a period of 7 calendar days after the announcement by the Society Board of HUST FED selections;
4. A well founded objection must be material and supported with sufficient evidence as to why the selection is objected;
5. A well founded objection should be sent directly to the Chair of the Appointments SubCommittee;
6. Should any well founded objections be received, the Appointments Sub-Committee will liaise with the candidate(s) concerned and ask for a response to be provided. The Appointments Sub-Committee will prepare a document for presentation to the full Society Board on the matter;
7. The Society Board will consider any well founded objections received, including the candidate’s response at its next available board meeting. Board members will consider the range of evidence provided to them and decide whether or not to uphold the well founded objection.
8. Should a well founded objection be upheld by the Society Board the person’s proposed appointment as a HUST FED will be withdrawn. If the objection is not upheld the appointment process will continue as it the objection had not been received.
Removal of a HUST FED
1. A HUST FED is appointed for a period of three years. The term of office of a HUST FED ceases at the earliest of: a. the day after the normal date of their retirement as a HUST FED; b. if s/he resigns from office; c. the date the Society Board resolves that s/he be removed from office for not completing the role and requirements set out in this document. The reasons to be fully minuted by the Society Board; d. the date Society Members pass a notice of no confidence in the HUST FED concerned at a general meeting of the society. e. if a majority of Ordinary and A Ordinary Shareholders at a HFC AGM reject the appointment.