Hereford United Supporters Trust have asked for a General Meeting on 23rd February to vote on a number of resolutions:

Hereford Football Club General Meeting – February 23rd 2023 



That the Articles of Association of the Company, as adopted on 27 March 2015, be amended by the insertion of a new article 3. 7 as follows: i. The maximum number of Directors as specified in article 3.1 shall be increased to eight, and HUST may, by notice in writing to the Company appoint four people to be Directors and may remove any such person from the office of Director.”


That, subject to and conditional upon the passing of resolution number 1, the Articles of Association of the Company, as adopted on 27 March 2015, be amended by the insertion of the words “Subject to article 3.7” at the beginning of each of articles 3.1, and 3.4.


That the Articles of Association of the Company, as adopted on 27 March 2015, be amended by the insertion of the following sentence immediately after the end of the first sentence of article 4.5: i. “A meeting of the Directors will not be quorate unless one Eligible Director as appointed by the holders of the ordinary shares (pursuant to article 3.2) and one Eligible Director as appointed by HUST (pursuant to article 3.4) (in each case, if appointed) is in attendance.”


That the Shareholders establish a joint working party to draw up a Hereford Model for Fans ownership based on the model developed at Exeter City FC i. All Shareholders are invited to participate ii. The objective is to agree revised Articles and Governance model for HFC to bring back to all shareholders for approval iii. Any proposal would come back to Shareholders at an EGM via a “special resolution.”

Background Notes: HUST Resolution for a Fourth Director 

On 22nd December 2022, HUST invested £9,000 in HUST shares to take its holding to 289,000 “A” Shares. This represents 50% of the total HFC share capital, the maximum allowable. When the Club reformed eight years ago in 2015 it did so with an initial investment of £220K. £200k in ordinary shares from four initial investors and £20k in “A” shares from HUST. By the end of the first financial Year on 31st May 2015 this had risen to £289k. £239k in ordinary shares and £50k in “A” Shares from HUST. The agreed allocation of Directors was that the holders of Ordinary shares had the right to nominate four Directors; whilst the holders of “A” shares to nominate three Directors.

Eight years later the world is very different. HUST believes that now is the time to revisit the number of Directors. If we believe in a Supporters owned Club with a community ethos, then the disparity in Directors is an anomaly. It in effect makes the “A” shares owned by the ordinary supporter second class. Since we look to ordinary supporters to provide a large part of the Club income this does not sit well. When shareholders look at this as business investors, they would see from a personal viewpoint no reason to agree to the change. However, no-one has put money into HFC as a business investor. It is a donation from the heart where we hope to leave a vibrant Football Club for future generations to enjoy. HUST is committed to working co-operatively with all Shareholders and supporters. There is no hidden agenda, we are simply asking our fellow shareholders to do the right thing to take our Club forward.

Background Notes: HUST Resolution for a Shareholders Working Party 

1. Where we are as Shareholders 

a. Hereford FC Board (HFC) has failed to deliver on its key objectives or ensuring a financially sustainable football club and ensure financial transparency to Shareholders and Supporters

i. Over the last three financial years (2020 to 2022) HFC has delivered a revenue loss of £582,722.

ii. Shareholders Funds have dropped from £535,365 on 31st May 2019, to £37,643 on 31st May 2022.

iii. The loss of £230,776 for the Financial Year to 31st May 2022 is completely unacceptable.

iv. Financial information provided is very limited and with the accounts to 31st May 2022 not made available to 3rd January 2023

v. Financial Information is the legal minimum and fails to provide any breakdown of trading income and expenses.

 b. The current HFC Articles allow the Board to hide from scrutiny and find excuses to provide only the minimum information required by the Companies Act.

i. There is no mechanism for Shareholders to monitor and review.

ii. There is no mechanism for Shareholders to discuss anything with the HFC Board without introducing “shadow boards” which disadvantage those not included.

iii. Yes, there is a mechanism in the Articles for each class of Shareholder to remove the Directors they appointed. Company Law sets out how any Director can be removed. But a nuclear button approach to this, does not sit well with our Club ethos.

c. Shareholders and through HUST the ordinary supporters, have invested/donated £578,000 into HFC. As of 31st May 2022, it had basically all gone

2. Time to seek a better way 

a. Since its phoenix relaunch HFC has been part of the movement towards community orientated supporters’ own clubs.

b. Through the Football Supporter Association, HUST has established close contacts with Clubs who are following the same football pathway as us. Some of them have developed their own governance model that provides solutions to the issues we are struggling with.

c. The model developed by Exeter City FC and the Exeter Supports Trusts stands out as good practice and has stood the test of time.

d. We believe it is worth all Shareholders considering it as a way forward.

3. We as HUST believe 

a. All Shareholders who wish to do so, should be actively involved in the governance, financial management and strategic planning of their Club.

 b. The control of the everyday operations of the club is delegated to HFC Directors.

c. HFC must be run in a financially conservative and stable manner. We raise the money before we spend it.

d. HFC should be transparent in its governance and financial management. We do it because it is the right thing to do, even if some third parties could use it for their advantage.

4. Milestones 

a. Phase One – Set up Working Party

i. Who wishes to participate

ii. Agree operating guidelines

b. Phase Two – Information gathering

i. Investigate the Exeter Model

ii. What works well and what does not

c. Phase Three – Building the Hereford Model

i. Keep it simple, take what is practicable and works

d. Phase Four – Drawing up the new Articles

i. Done in association with company lawyers

e. Phase Five – Extraordinary General Meeting

i. Special resolution to adopt the revised Articles 5.

HUST commend these resolutions to shareholders.

By Editor

Lifelong Hereford supporter who has endured the rise and fall of the club through progressive generations. Sports journalist, broadcaster and commentator who will never forget his Edgar Street roots.

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