1. The Association is the “Everton Football Club Shareholders’ Association”.
2. Throughout this Constitution, “Everton” is defined as referring to Everton Football Club, Everton Football Club Company Limited, and all of its subsidiaries and relevant holding companies.
3. Throughout this Constitution, “the Club” is defined as referring to Everton Football Club.
4. Throughout this Constitution, “Association” is defined as referring to The Everton Football Club Shareholders’ Association.
5. The principal objectives of the Association are:
(a) On behalf of the Association members, to conduct Association business in the best interests of the institution known as Everton Football Club.
(b) To encourage the wider ownership and distribution of shares in Everton.
(c) To work constructively with the Club on any relevant policy or operational matter affecting the well being of Everton.
(d) To work constructively with all members of the wider Everton community.
6. Any person, firm or corporate body that is a registered shareholder of the Club shall be eligible to apply for membership of the Association.
7. Any person, firm or corporate body that applies to join the Association, shall be entitled to appoint one nominee to act as the member on their behalf.
8. Nominee details can be changed at any time by notifying the Secretary in writing. It is the responsibility of the firm or corporate body to inform the Secretary of a change of nominee.
9. The original naming of a nominee at the start of a membership year does not attract any extra charge above the annual membership fee.
10. For every change of nominee during a membership year, a repeat annual membership fee will be charged.
11. A nominee assumes the same rights as an individual member of the Association
12. All members or nominees of the Association must be aged 18 or over.
13. The Honorary Secretary of the Association shall take receipt of all applications for membership of the Association.
14. The Honorary Secretary shall present these names at the next Executive Committee meeting, for approval or rejection.
15. All members or nominees agree to be bound by the rules of the Association’s Constitution.
16. The Association’s Executive Committee has the right to refuse Association membership to any person, firm or corporate body.
17. The Honorary Secretary shall maintain an up-to-date membership list.
18. It is the responsibility of each individual member to notify the Honorary Secretary of any changes to their postal or electronic mail addresses. Notice sent by post or electronic mail shall be deemed to have been received by the Honorary Secretary on the next working day. Proof of sending by the individual will not be regarded as proof of receipt by the Honorary Secretary.
19. Annual subscriptions shall be payable from the first day of August every year.
20. The Honorary Secretary shall send out one reminder to each member who has not paid his or her annual subscription, during the first week of October, via electronic mail wherever possible; otherwise post.
21. Any member who has failed to pay his or her annual subscription by the first day of November shall immediately cease to be a member of the Association.
22. A new Association member wishing to attend an Annual General Meeting or Extraordinary General Meeting will be eligible to do so, providing the Honorary Treasurer confirms to the Chairperson and the individual in writing (i.e. via electronic mail, post or facsimile) that the new member’s subscription has been paid.
23. A copy of this Constitution shall be given to each member upon joining the Association, upon written request (i.e. via electronic mail, post or facsimile), and after any amendments are made to the Constitution.
24. An Association member may only voluntarily resign their membership by giving notice in writing (i.e. via electronic mail, post or facsimile) to the Honorary Secretary.
25. The Executive Committee shall have power to consider any complaints about a member. The following procedure will be adopted using the principles of natural justice:
a. A written complaint must be made that the member has acted in a way detrimental to the interests of the Association or has broken one or more rules of the Association’s Constitution.
b. Details of the written complaint must be sent to the member in question not less than one calendar month before the date of the Executive Committee meeting which will consider this. This will also include an invitation to answer the complaint and attend the meeting. A resolution should be contained in the letter declaring the Executive Committee’s intentions if the complaint is proven.
c. A member has the right to resign by reply, which will have the effect of closing the matter. The member cannot then re-apply for membership within 12 months from the date of their resignation.
d. The meeting must have a minimum of two-thirds of the full Executive Committee present (i.e. at least ten people) unless the member chooses to sanction the meeting. The Chairperson shall have no vote and simply acts as a fair arbiter. Any vote must be carried by a two-thirds majority of those present. All Executive Committee members present excepting the Chairperson must take part in the vote. Abstentions will not be allowed. In the event of doubt, a voter shall declare a no vote.
e. At the meeting the Executive Committee members present will consider evidence in support of the complaint and such evidence as the member may wish to place before them, including any legal advice. The Association’s solicitor may be asked, when required, to give written advice on the complaint and the actions the Committee may take based on the facts and any mitigating circumstances.
f. If the member fails to attend the meeting without reasonable cause, the meeting may proceed in their absence.
g. The Executive Committee may consider various remedies ranging from a written warning, a suspension, removal from office if appropriate, through to the final sanction of expulsion from the Association.
h. A person expelled from membership will cease to be a member at the expiration of 28 (twenty-eight) days from the date at which the resolution to expel them is carried.
i. No person who has been expelled from membership is to be re-admitted except by a resolution carried by the votes of two-thirds of the members present in person or by proxy and voting on a poll in any Annual General Meeting or Extraordinary General Meeting of which notice has been properly given.
26. The Executive Committee shall manage the affairs of the Association.
27. The Executive Committee shall consist of a Chairperson, Vice-Chairperson, Honorary Secretary, and Honorary Treasurer (“the Officers”) and ten other members of the Association (“the Other Members”).
28. All decisions made by the Shareholders’ Association Executive Committee or members of, are to be treated as collective decisions of the Association as a whole. The Association as a whole indemnifies any liabilities incurred as a result of such a decision, unless such a decision was made in bad faith.
29. The Executive Committee shall be elected at the Annual General Meeting of the Association, in accordance with point 30 and shall, subject to termination by resignation or otherwise, remain in office until the appointment of their successors at the next Annual General Meeting.
30. The election of the Officers and the Other Members of the Executive Committee shall be conducted as follows:
(a) Existing Officers and Other Members of the Executive Committee shall be eligible for e-election;
(b) The Returning Officer shall be determined by the Executive Committee at the outset of the election process.
(c) The Returning Officer shall be independent of the Association.
(d) Not less than two calendar months before the date of the Annual General Meeting, the Honorary Secretary shall send to each Association member:
1. The notice confirming the date of the Annual General Meeting.
2. The date by which nominations for positions on the Executive Committee must be received by the Honorary Secretary.
(e) Nominations for the Executive Committee shall be proposed and seconded by post, electronic mail or facsimile and shall be received by the Honorary Secretary not less than one calendar month before the date of the Annual General Meeting.
(f) All members of the existing Committee who wish to stand for election again are required to submit a nomination for themselves in accordance with point 30 (e).
(g) At the close of the nomination period, the Honorary Secretary shall determine, having regard to the number of valid nominations, whether or not a ballot is required to fill any particular vacancy.
(h) A ballot shall be required in the event of 15 (fifteen) or more nominations being received in accordance with point 30 (e).
(i) In the event of 14 (fourteen) or less nominations being received, a ballot will not be required and those people shall form the next Executive Committee, with immediate effect from the close of the Annual General Meeting.
(j) The new Executive Committee shall meet on the first Monday of the next calendar month following the Annual General Meeting.
(k) The incumbent Honorary Secretary is required to arrange and attend the first meeting of the new Executive Committee.
31. Any ballot for Executive Committee positions shall be conducted within the following criteria:
(a) The Honorary Secretary shall produce ballot papers listing all candidates in alphabetical order, indicating clearly by use of an asterisk adjacent to the name of each relevant person, which candidates are existing Executive Committee members.
(b) Where a ballot is required, members shall be entitled to have their vote recorded through one, and one only, of:
(c) When voting, each member shall identify themselves by their:
(d) No member shall be admitted to the Annual General Meeting without possession of their notice, as detailed at point 30 (d).
(e) Each member shall be entitled, but not obliged, to vote for as many nominees as there are vacancies to be filled, and no more.
(f) In the event that a member votes for more nominees than vacancies, their ballot paper will be deemed spoiled.
(g) The Honorary Secretary shall issue ballot papers no more than 7 (seven) days after the closure date for receipt of nominations as detailed at point 30 (e).
(h) The Returning Officer must receive the ballot papers that are sent via post, electronic mail or facsimile not less than 3 (three) working days before the Annual General Meeting.
(i) The Returning Officer shall announce the result by stating the fourteen nominees who have received the highest number of votes, in descending order of votes received.
(j) In the event of exactly fourteen nominees receiving the highest number of votes, these individuals will be duly elected and will form the next Executive Committee.
(k) This elected Executive Committee is responsible for choosing all Officers from within their body.
(l) In the event of more than fourteen nominees receiving the same number of votes, the full election process shall be re-executed.
(m) In the event of there being a tie involving fourteenth and fifteenth places, all tied nominees shall be subject to a further election process. The incumbent Honorary Secretary shall send out a ballot paper listing the tied nominees only, in the same format as detailed at point 31 (a), to all Association members.
(n) Should the further election process detailed at point 31 (l) result in another tie involving fourteenth and fifteenth overall places, the Executive Committee shall decide at their next meeting which of the tied nominees should be invited to join the Executive Committee.
32. The meetings of the Executive Committee shall be conducted as follows:
(a) The Executive Committee shall meet on a monthly basis.
(b) The Honorary Secretary shall notify the Executive Committee of all correspondence received. The Honorary Secretary shall include all such items on the agenda of the next Executive Committee meeting under the heading “Correspondence”, and will request an Executive response where necessary.
(c) The only member of the Executive Committee to issue official correspondence on behalf of the Shareholders’ Association shall be the Honorary Secretary.
(d) All correspondence to the Executive Committee shall be addressed to or forwarded on to the Honorary Secretary.
(e) The Honorary Secretary shall give notice to all the Executive Committee members of the next Executive Committee meeting, not less than seven calendar days before the date of that meeting.
The notice shall include:
1. An agenda for the meeting.
2. Any documentation that the Honorary Secretary requires the Executive Committee to familiarise themselves with for the meeting.
(f) In the event of the Honorary Secretary receiving a request from two or more members of the Executive Committee for an emergency meeting, the Honorary Secretary shall be required to convene such a meeting as soon as possible.
(g) In the event of the Honorary Secretary receiving correspondence requesting an emergency meeting of the Executive Committee from one or more Association members, the Honorary Secretary shall advise all Executive Committee individuals. Should two or more members of the Executive Committee affirm the request, the Honorary Secretary shall be required to convene a meeting as soon as possible.
(h) The Honorary Secretary shall produce minutes of each meeting of the Executive Committee. These are to be submitted for approval at the next Executive Committee meeting.
(i) Once approved, these minutes shall be sent to all Association members who have requested these in accordance with point 32 (j).
(j) Before the second Executive Committee meeting of the year, the Honorary Secretary shall have contacted all Association members asking them to notify the Honorary Secretary in writing, via electronic mail or post, should they wish to receive copies of the Executive Committee minutes.
(k)When the Honorary Secretary contacts all Association members in accordance with point 32 (j), a list detailing all of the serving Executive Committee individuals and Officers for the year shall be sent to each Association member, along with the contact details of the Honorary Secretary.
(l) All business before the Executive Committee shall be determined where necessary by a simple majority vote of those present, excluding the Chairperson or Acting Chairperson.
(m) In the event of a tied Executive Committee vote, the Chairperson or Acting Chairperson shall have the casting vote.
(n) The Executive Committee can only carry out its legitimate business and vote on Association matters, when there are five or more Executive Committee people present.
(o) Any Association matters requiring an Executive Committee decision may only be voted on within Executive Committee meetings.
(p) A Media Officer shall be appointed at the first Executive Committee meeting of the year, along with a deputy. That person shall be appointed from within those people serving on that Executive Committee.
(q) The appointed Media Officer (or deputy) shall issue all Media Releases.
33. Save for the exceptions referred to below, no Executive Committee member is to have any material financial interest personally or as a member of a firm or company or as a director or other officer of a business trading for profit or in any other way whatsoever in any contact or other transaction with Everton. For the purposes of this rule an interest of a person who is connected with an Executive Committee member shall be treated as an interest of an Executive Committee member. The exceptions are that Executive Committee members may:
(a) Receive a salary or other benefits under a service contract with Everton.
(b) Buy match tickets or season tickets for football matches and use the facilities of Everton.
(c) Have an interest in a particular contract or issue if they shall have first explained their interest to all of their Executive Committee colleagues and:
1. Are not present except with the permission of the Executive Committee in any discussion of the contract or issue.
2. Do not vote on the contract or issue (and if by inadvertence they do remain and vote, their vote is not to be counted).
34. Any member of the Executive Committee who discloses a financial interest as described in point 32, must vacate their Executive Committee position either for a temporary period or permanently if required to do so by the Executive Committee. Any Executive Committee member who fails to disclose any interest required to be disclosed under the terms of point 32 must permanently vacate their Executive Committee position if required to do so by the Executive Committee.
35. The following items shall be included in any AGM invitation:
(a) The Honorary Secretary shall produce a statement to accompany the ballot paper, detailing all the following actions during the current year:
(b) The ballot paper and accompanying statement shall be included with the invitation to attend the Annual General Meeting.
(c) The audited balance sheet and statement of accounts for the last financial year.
(d) A recommendation for the appointment of auditors.
(e) A recommendation for the annual subscription.
(f) Any issues upon which the Executive Committee wishes to obtain the views of the general membership of the Association.
(g) An agenda listing the items to be discussed at the AGM.
(h) A copy of any reports or other documents supporting an agenda item.
(i) An invitation to all Association members to request AGM agenda items. It will be stipulated that any such agenda item requests must be received by the Honorary Secretary not less than one calendar month before the date of the AGM.
(j) Agenda items received from Association members may be added to the AGM agenda at the discretion of the Executive Committee.
36. The Annual General Meeting of the Association shall be held not later than the 31st
August in each year and shall:
(a) Have the meeting officially declared open by the Chairperson.
(b) Receive and approve the minutes of the last Annual General Meeting and anyintervening Special General Meeting.
(c) Consider the statement of the Honorary Secretary.
(d) Approve the audited balance sheet and statement of accounts.
(e) Approve the appointment of auditors.
(f) Receive an announcement delivered by the Returning Officer of the results of the ballot for the appointment of the Executive Committee positions for the ensuing year.
(g) Approve the annual subscription.
(h) Consider any further agenda items.
(i) The Chairperson shall then open the meeting to all Association members present.
(j) Once all Association members present have finished, the Chairperson shall then close the Annual General Meeting.
37. During any other business within an Annual General Meeting, any motions raised relating to the Association’s Constitution must be decided by a postal vote (see point 38 for full procedure). All other motions raised shall be determined by a simple majority of those present and voting; the Chairperson will not vote unless there is a tie, in which case the Chairperson would have the casting vote.
38. Postal voting for motions raised in accordance with point 36 (above), shall be in accordance with the following procedure:
(a) The Honorary Secretary shall send a letter to all SA members with clearly defined motion(s), a voting slip per motion and a closing date for votes to be received by for each motion.
(b) The closing date for each motion will usually be one calendar month from the date of the Honorary Secretary’s letter.
(c) SA members are to vote for or against each motion by placing in ink a ‘X’ in the desired box.
(d) All votes are to be returned to the Returning Officer(s) by the date(s) specified in the letter described at point 38 (a).
(e) The Returning Officer(s) shall be independent of the Shareholders’ Association.
(f) The Honorary Secretary must formally confirm all Shareholders’ Association Executive Committee members of the result(s) at the next Executive Committee meeting following written receipt of the result(s) from the Returning Officer(s).
(g) Shareholders’ Association members are to be informed of the vote result(s) as part of their communication received relating to the Executive Committee meeting where the result(s) announcement was made.
39. The Honorary Secretary shall produce minutes of each Annual General Meeting and shall make them available to all Association members.
40. The AGM shall be conducted within the following guidelines:
a. Each Association member must show consideration and respect to everyone present at all times.
b. Each Association member must conduct himself or herself in a polite and orderly manner.
c. Personal abuse or slanderous comments directed at any shareholder or any member of Everton is expressly forbidden.
d. The AGM shall always be conducted through the Chairperson.
41. The Chairperson or Executive Committee can suspend the meeting if at any point an individual is deemed to be in breach of any or all of the rules stated at point 40. The Chairperson shall request a show of hands to determine whether to eject the individual from the meeting.
42. The Honorary Secretary at the request of the Executive Committee may convene an Extraordinary General Meeting at any time. An Extraordinary General Meeting shall be convened within 6 (six) weeks of the Honorary Secretary receiving a requisition signed by not less than 20 (twenty) current members of the Association specifying the business to be considered.
43. Any resolution to amend this Constitution shall require a majority of not less than two-thirds of those voting and any such proposal should be decided by means of a postal vote so that all members of the Association have the opportunity to vote.
44. The postal voting procedure will be as described at point 38 (a to g inclusive).