Re: Green light for Community Ownership!

[Marc Monitor]

*BUMP*

Dear Member

On Saturday, a Special General Meeting will vote on an extraordinary resolution to insert an “asset lock” provision into the Society constitution - details below. This is a crucial step towards community ownership and the Society Board recommends that all members vote 'yes'.

If you are not attending the meeting, we strongly urge you to cast a proxy vote by nominating the chair to vote 'yes' or 'no' on your behalf. You can do this by simply replying to this email with the sentence:

"I, [insert name], appoint the chair as my proxy for the the Bath City Supporters Society Special General Meeting on 18 April 2015 and instruct the chair to vote [yes/no] on the extraordinary resolution tabled by the Society Board".

Why is it important that we all vote? As well as being an "extraordinary resolution" according to our constitution, this is a "special resolution" according to law. As such, 50% of the TOTAL membership must cast a vote or the result will not be valid. Of these, at least 75% must vote 'yes'.

This message is being sent to all Society members who use email and have not returned proxy voting forms. For those who wish to attend in person, the SGM will be held in the Moore Stephens Lounge at Twerton Park at 1.45pm on Saturday 18 April.

Please let us know if you have any questions - our guidance and the resolution are given below.

Best wishes

Oliver Holtaway
Secretary, Supporters Society

GUIDANCE AND RECOMMENDATION FROM SOCIETY BOARD

The resolution below seeks to add an “asset lock” provision to the Society constitution, which legally prevents the assets of the Society from being used for private gain, rather than the stated aims of the Society. The wording of the resolution is compliant with relevant legislation.

· By adding an asset lock to the constitution, the Society will be eligible to offer lenders Social Investment Tax Relief of up to 30%.

· The Society seeks to raise £1.4m primarily through a community share offer, rather than loans. However, in order to assist Bath City FC Ltd in meeting pressing debt obligations due in April, the Supporters Society is seeking to attract short-term “bridge loans” from major investors that will refinance the pressing debts and give the community share offer time to succeed.

· The Society Board strongly urges members to support this resolution. It is essential to the success of the community ownership bid.



EXTRAORDINARY RESOLUTION



The Supporters Society resolves to add the following clause to its constitution:



“Restriction on use

Pursuant to regulations made under section 1 of the Co-operatives and Community Benefit Societies Act 2003:

(1) All of the society’s assets are subject to a restriction on their use.

(2) The society must not use or deal with its assets except—

(a) where the use or dealing is, directly or indirectly, for a purpose that is for the benefit of the community;

(b) to pay a member of the society the value of his withdrawable share capital or interest on such capital;

(c) to make a payment pursuant to section 24 (proceedings on death of nominator), 25 (provision for intestacy) or 26 (payments in respect of mentally incapable persons) of the Industrial and Provident Societies Act 1965;

(d) to make a payment in accordance with the rules of the society to trustees of the property of bankrupt members or, in Scotland, members whose estate has been sequestrated;

(e) where the society is to be dissolved or wound up, to pay its creditors; or

(f) to transfer its assets to one or more of the following—

(i) a prescribed community benefit society whose assets have been made subject to a restriction on use and which will apply that restriction to any assets so transferred;

(ii) a community interest company;

(iii) a registered social landlord which has a restriction on the use of its assets which is equivalent to a restriction on use and which will apply that restriction to any assets so transferred;

(iv) a charity (including a community benefit society that is a charity); or

(v) a body, established in Northern Ireland or a State other than the United Kingdom, that is equivalent to any of those persons.

(3) Any expression used in this rule which is defined for the purposes of regulations made under section 1 of the 2003 Act shall have the meaning given by those regulations.”