The constitution sets out the way in which the affairs of the club are conducted.
During the 2008-09 season, following a special meeting of members, Ascot United Football Club was converted from a members’ association to a company limited by guarantee. The change was made to avoid individuals having to incur obligations in respect of either the club’s new lease with the Racecourse or the contracts involved in the development project.
As a company, the football club now has Directors who have a formal duty to the company members for the proper running of the club as well as having some legal responsibilities such as keeping accurate accounts and maintaining health and safety. The Directors must ensure that the company remains a going concern and can meet any debts that it incurs.
Whereas the former members’ association had a constitution that governed the authority and decision making in the club, the company limited by guarantee has some standard legal rules called the Memorandum and Articles of Association. These set out what the company can do, how members are registered and the way in which Directors are appointed and removed.
At the time the club became a company and the first Directors were appointed, the commitment was made to leave the football activities of the club as unaffected as possible within the constraints of being a company. Specifically, it was made clear that there would still be a Football Executive responsible for football matters and that the company membership would have a say as to who is on the Executive as well as a chance every year to ask questions.
The Directors have now had time to look at how best to fulfill this commitment and the appropriate way forward is to constitute the Football Executive as a formal committee of the company. The terms of reference for the committee have been designed to give it much the same remit as it used to have for football activities whilst reserving for the Directors the authority over commercial matters of the company.
On one point of detail, the chairman of the Football Executive has been renamed Head of Football to avoid confusion with the company Chairman.
The Directors ultimately have responsibility for what happens in the company and so must appoint the members of the Football Executive. However, provision has been made in the terms of reference for members to attend the annual general meeting of the company, nominate people and to indicate their preference for who should be in the key football posts in the club. At the same time, at least two of the Directors will be up for reappointment by the company membership.
Comments on the terms of reference are welcome and should be addressed to the company Chairman, Mike Harrison.