A copy of the Articles of Association of Darlington FC 1883 Ltd. is available here, and a summary of the main points is below.
Objectives of Darlington Football Club 1883 Ltd.
- to promote and further the sport of association football and other recreational sports in Darlington and the surrounding areas;
- to provide and maintain facilities for the enjoyment of association football and other recreational sports in Darlington and the surrounding areas;
- to promote education and coaching schemes to develop association football and other recreational sports in Darlington and the surrounding areas particularly among young people;
- to promote and strengthen bonds with the Local Community in Darlington particularly among young people;
- to promote the concept of community ownership of the Club; and
- to carry on business as a general commercial company.
Protection of the Interest of Supporters and the Community
An Advisory Panel will be appointed on acknowledgement that since 2003 the football club have been placed in administration on three occasions. This Advisory Panel shall comprise of a mix of community leaders and people with judgment and experience in financial, legal and commercial matters. This panel will advise the directors on the following:
- protection of the interests of Shareholders and promotion of the concept of community ownership of the Club;
- representation of the views and interests of Supporters and the Local Community;
- the prudence of the Directors’ budgets and financial plans;
- the suitability of the appointment of new Directors by the Directors;
- the removal in exceptional circumstances of Directors;
- such other matters which the Advisory Panel may consider appropriate from time to time; and
- such other advice upon request as the Directors may require from time to time.
The Board of Directors
- The Board of Directors will be composed of between three and six people (unless otherwise determined by shareholders).
- The first Directors are the Interim Board.
- At the first Annual General Meeting all the Interim Board shall retire from office save that three members of the Interim Board will be nominated for re-appointment for the purpose of continuity
- At every subsequent Annual General Meeting one third of the Directors shall retire.
- Directors will be appointed by the shareholders following an Ordinary Resolution of the Shareholders voted on at the AGM
- Shareholders wishing to nominate a person for appointment as a Director must do so by giving notice and such nominee has been approved by the Advisory Panel.
- The Advisory Panel may in exceptional circumstances recommend to the Directors that a Director be removed from office if in its reasonable opinion that Director is not acting in the best interests of the Club.
Share Holding & Protecting against Undue Influence
- No person person, whether alone or Acting in Concert with another person or persons, may own 15% of the total issued share capital.
- Exceptions to this are: any charity, community amateur sports club, industrial and provident society, community interest company or other not-for-profit organisation: (i) whose objects include (a) the promotion of community participation in healthy recreation or amateur sport in Darlington and the surrounding areas and/or (b) community ownership of football clubs in Darlington and the surrounding areas; and (ii) which in the reasonable opinion of the Directors is representative of the supporters;
- Any Shareholder who acquires more than 5% of the issued share capital shall make a statutory declaration that the shares are held for themselves and not on trust for any third party.
- A Shareholder wishing to sell shares must give notice to the other shareholders giving details of the proposed transfer including, in particular, the identity of the buyer, the price of the shares and other payment terms and conditions.
Annual General Meeting
- An AGM will be held each year to which all shareholders will be invited,
- Shareholders will appoint directors at the AGM and
- Consider any Special Resolutions proposed by shareholders.