| Trust
Constitution The basis for the rules and the mechanics of
the Aston Villa Supporters' Trust are set out in the
Constitution, which was developed by the Working Party of
the Trust during its foundation. All policies and changes
to the Rules must not contradict the Constitution.
The Constitution is
detailed below - however, it can be viewed in Adobe
Acrobat (PDF) format here (right click on link to download).
Navigation:
1. Mission or Motto
2. Objectives
3. Principles
"Overriding" principles
"Community" principles
"Ownership" Principles
"Representation"
principles
4. Operating Mechanisms
4.1 Holdings and Voting Rights of
Shares in Aston Villa plc
4.2 Membership of the Trust by
Annual Subscription
4.3 Additional Contributions to the
Trust
4.4 Appropriate Use of Funds
4.5 Trust Board structure
1. Mission or Motto
We'll keep the Lion's
Flag flying high, 'cos Aston Villa will never die
2.
Objectives
The Aston Villa Supporters'
Trust (to be referred as "Trust" from hereon in)
will operate for the sole purpose of benefiting the
community which Aston Villa Football Club serves, and not
for the private financial profit of the members of the
Trust. As a consequence, the primary objectives are:
I. To acquire and hold shares in Aston Villa plc, and act
as proxy to existing supporter-shareholders;
II. To seek supporter representation on the board of
Aston Villa plc or Aston Villa Football Club Ltd; and
III. To support grass roots football initiatives in the
community.
For the purposes of this
document and any related Trust material, "Community"
is defined as Birmingham and its surrounding areas; being
the principle catchment area of the supporter base of
Aston Villa Football Club.
3.
Principles
The primary objectives of
the Trust are based upon the following underlying
principles:
"Overriding"
principles
A. To promote and
support the long term stability of Aston Villa Football
Club financially and otherwise;
B. To ensure that Aston Villa plc upholds the heritage of
Aston Villa Football Club;
C. To uphold the principles of the supporters' trust
initiative and the good name of all supporter trust
organisations across the country; and
D. To co-operate with and act as a focal point for fellow
supporter organisations who support the principles of the
Trust.
"Community"
principles
E. To encourage
Aston Villa Football Club to communicate, co-operate and
make an on-going commitment to the Community it serves,
with the Trust acting as a representative for the
interests of that Community;
F. To support Aston Villa plc in its continued
development of the "Villa in the Community" and
"Aston Villa Club Charter" initiatives;
G. To ensure that football is made accessible to all
members of the public, and to support any actions that
facilitate this aim, including supporting the "Kick-Out
Racism" campaign and assistance to handicap
supporter groups; and
H. To provide a focal point by which supporters of Aston
Villa Football Club may also contribute to the Community,
via the development of grass roots football initiatives,
and by doing so, the Trust's actions will:
* promote the good name of the football club and football
as a social activity; and
* create the next generation of potential players and
supporters.
"Ownership"
Principles
I. To encourage a
fair representation of the supporter base of the football
club within the shareholder base of the plc;
J. To provide a means by which all supporters have access
to the possibility of investing in Aston Villa plc and
having input into the running of the football club; and
K. To consolidate the voting power available to existing
individual supporter-shareholders into one collective
"voice", so that the supporters' "voice"
can be heard within the management structure of the plc
and football club. (Referred to as the "Pooling"
principle).
"Representation"
principles
L. To ensure that Aston Villa Football Club takes into
account the interests of the Community in its decision-making;
M. To encourage open communication between supporters and
the football club, and to promote the ideals of a "Fans'
Forum" and elected supporter representation on the
board. Direct communication with supporters should be
akin to the discussions held with Institutional Investors
by virtue of their voting power; and
N. To be the vehicle by which supporters are elected
democratically to the board of Aston Villa plc or Aston
Villa Football Club Ltd, either in an executive or non-executive
position.
4. Operating Mechanisms
The Trust will operate
under a set of legal rules, drafted with the aid of a
legal representative, and detailed operating guidelines.
4.1 Holdings and Voting
Rights of Shares in Aston Villa plc
To achieve Objective I and
Principles I, J & K, the Trust will:
* Acquire shares in Aston Villa plc either from the club
in the form of new shares, the stock market, or direct
from existing shareholders that wish to sell their shares
to the Trust;
* Accept gifts of shares from existing shareholders;
* Represent existing shareholders, whether they are
members or non-members of the Trust, who wish to assign
their voting rights via the nomination of the Trust as
their proxy. (Note: assignment of proxy voting rights to
the Trust is not a pre-condition of becoming a member of
the Trust); and
* Provide a mechanism, to be referred to as "Bond
Issue", to allow the Trust to become the focal point
for raising funds to acquire a significant proportion of
shares via the issuing of bonds or another financial
instrument. The Executive Board will determine the nature
of the "bond issue" and its conditions, and the
resolution will be voted upon by the members within the
Trust at any general meeting. The conditions attached to
the "Bond Issue" shall not jeopardise the
overriding principle of "one member-one vote".
All Shares acquired by or
donated to the Trust will be held in "common" (i.e.
not assigned to individual members of the Trust). Any
transfer made by individuals to the Trust will not be
returnable. The disposal of shares in Aston Villa plc
cannot be performed except in the case of the Trust being
dissolved.
The voting policy of the
Trust at the Annual General Meeting of Aston Villa plc
will be determined democratically by the members of the
Trust.
4.2 Membership of the Trust
by Annual Subscription
Membership of the Trust
will be based upon an annual subscription following the
guidelines laid down by the supporters' trust initiative
that states "membership must be accessible to all
supporters". As a consequence, the annual
subscription must be less than the price of a match-day
ticket. Furthermore, a supporter does not need to be an
existing shareholder in Aston Villa plc to be a member of
the Trust.
The annual subscription
will be set by the Trust Board and ratified by the
members of the Trust by the passing of a resolution at
the Annual General Meeting.
Each individual member is
entitled to one vote only per resolution. Juniors under
the age of 16 are unable to vote.
The rights of membership
are:
* To attend and participate in any General Meeting of the
Trust. (Note: The right to attend the AGM of Aston Villa
plc is only through an individual's shareholding);
* To vote on any resolution raised at any General Meeting
of the Trust, and thus decide the policy and direction of
the Trust; and
* To raise a resolution for discussion, and for that
resolution to be subjected to a vote at any General
Meeting of the Trust. (Note: The Legal Rules of the Trust
detail the procedure of proposing a resolution)
4.3 Additional
Contributions to the Trust
Cash or share donations
beyond the annual subscription will be accepted by the
Trust. However, this does not give the individual any
additional rights. The democratic principle of "one
member - one vote" applies to whatever the size of
the contribution made by an individual.
4.4 Appropriate Use of Funds
Under the direction of the
Trust Board, funding will be maintained at a prudent
level to ensure the continuance of the Trust. Where there
is sufficient funds available, expenditure will be
authorised by the Executive Board (following the Detailed
Operating guidelines) to achieve the Trust's objectives
4.5 Trust Board structure
The Board of the Trust is
to be split into two sections:
1. Democratically elected Board members, who will form a
body that is to be referred to as the "Executive
Board"; and
2. Co-opted Board members, who will be referred to as
"Co-opts", which will represent the varying
interests within the Football Club and its Community.
The Executive Board, who are democratically elected by
the members at each Annual General Meeting, has the final
overriding say in any decision made by the Trust Board.
The members of the
Executive Board are responsible for the day to day
running of the Trust, and will perform their duties on a
voluntary, unpaid basis. However, at such time as the
members of the Trust deem fit and on passing of a
resolution at any General Meeting, paid employees of the
Trust may be appointed by and who will report to the
Executive Board. Details of the roles and
responsibilities for the Executive are defined as per the
Detailed Operating Procedures.
In addition to the Trust
Board, there will be a Company Secretary that is
democratically elected by the members and whose role is:
* To minute the meetings of the Trust Board, the
Executive Board, and any General Meeting; and
* To ensure compliance with the legal rules of the Trust.
The Company Secretary is not a member of the Executive
Board.
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