Constitution

Published on Monday 28th March, 2011 by Celtic Trust

The Celtic Trust is an Industrial & Provident Society registered with the Registrar of Friendly Societies. The process of registration involved first drafting a constitution with the assistance of Manchester firm of solicitors Cobbetts. Cobbetts are specialists in this area of the law. The constitution document was then approved by a vote of the Trusts membership at the Trusts first Annual General Meeting on the 9th September 2000. The constitution is in effect the set of rules which will govern the management of the Trust. A copy of the constitution is available to all members on request. The constitution is by necessity a long and detailed document. For example, over the long term we anticipate the Trust will build up a substantial holding of shares in Celtic Plc. Stewardship of these assets is a significant responsibility. The interim committee of the Trust therefore felt it was imperative that the constitution be a thorough and comprehensive document which, among other things, laid down clear guidelines for the Trust committee in their pursuit of the stated objectives of the Trust. The following Statement of Principles summarises the key principles on which the constitution is founded and offers a resume of how the Trust will be able to wield influence at Celtic Plc through the marshalling of voting power. The business of the Trust is to be conducted for the benefit of the community which Celtic Football Club serves and not for the private financial profit of the Trusts members. Therefore the profits or surpluses of the Trust are not to be distributed either directly or indirectly in any way among members of the Society but shall be applied: a) to maintain prudent reserves; b) on expenditure to achieve the Societys objects, principally the purchase of shares in Celtic Plc (hereinafter Celtic). In keeping with its philosophy, within its capability the Trust will co-operate with other Supporters Trusts, co-operatives and their associations at local, national and international levels who share the objects of the Trust. A copy of the Celtic Trust constitution, approved at its first AGM in September 2000, is available on request.

 

1. Objects

The operating principles of the Trust are founded on the philosophy of co-operation and its central values of equality, equity and mutual self-help. Specifically, the objects of the Trust are as follows: To encourage Celtic to take proper account of the interests of its supporters, and of the community it serves, in its decisions; To strengthen the bonds between Celtic and the communities it serves and to represent the interests of the community in the running of Celtic; To benefit present and future members of the community served by Celtic by promoting, encouraging and furthering the game of football as a recreational facility, sporting activity and focus for community involvement To encourage the Club to support the community which it serves and to honour the community objectives of the Clubs founders: in this regard the Trust accepts and supports the Social Mission statement of Celtic set out in its Charter; To promote support for Celtic financially and otherwise; To buy and hold shares in Celtic; To give supporters a greater opportunity to invest in Celtic; To encourage and promote the principle of supporter representation on the Board of Celtic and ultimately to be the vehicle for democratic elections to the Board

 

2. Governance

The day-to-day management of the Trust will be entrusted to an Executive Committee (the Committee) made up of eighteen members, thirteen elected by the membership and five appointed. The Committee shall consist of: The officers of the Committee who will be five in number - The Chair, two Vice-Chairs, the Secretary, and the Treasurer; Five members elected and appointed by existing supporters associations; Eight other elected members; The existing supporters associations which would be entitled to appoint one member as their representative, to be elected at the AGMs or delegates meetings of their own associations and not directly at the Trust AGM are: The Affiliation of Celtic Supporters Clubs, The Celtic Supporters Association, The Irish Association of Celtic Supporters Clubs, and The North American Federation of Celtic Supporters Clubs.; The Celtic Plc Executive Shareholders Club. The five officers and the members of the Committee, other than the representative members of the supporter associations mentioned above, will be elected at the inaugural meeting of the Trust and at each subsequent Annual General Meeting (AGM) on a one-member-one-vote basis. Officers may be re-elected but may serve for a continuous period of not more than 4 years. Certain decisions, including any resolution to be proposed by the Trust at a general meeting of Celtic, will be reserved by the Rules to the members of the Trust. The Rules will provide for decision making in the Trust by postal ballot.

 

3. How The Trust Works

The principle behind the Trust is that the whole is worth more than the sum of the parts. The objective of the Trust is to act as a collective voice on behalf of all of its members. How is this achieved in practice? Shareholders are the owners of any company. In return for providing finance to the company through the purchase of shares, company law provides those shareholders with certain rights: e.g. the right to vote at general meetings of the company and the right to receive dividends. The Trusts collective voice or influence arises through its entitlement to speak on behalf of shares held by its members in Celtic Plc. This happens in one of two ways. First, through acting as a proxy for those members of the Trust who already own shares in Celtic Plc (i.e. harnessing the ownership rights of individual shareholders), and second, through owning shares in its own right in Celtic Plc. These shares will be held in the name of the Trust, collectively on behalf of all members of the Trust. Giving your proxy to the Trust means that you pass your voting rights in respect of the shares that you own as an individual to the Trust. Giving your proxy to the Trust does not alter your legal status as a shareholder in Celtic Plc. It simply allows the Trust to act and vote the shares held by its members on a collective basis, rather than individual shareholder- supporters acting on an individual basis. This assignation does not affect your rights as a shareholder to either receive any dividends declared by Celtic Plc in respect of your shares, or to sell your shares. You continue to hold the share certificate and receive all formal communications from Celtic Plc. What is transferred to the Trust are the voting rights in respect of those shares, not the ownership. Anybody who joins the Celtic Trust and who owns shares in Celtic Plc will be asked to assign their proxy voting rights in respect of their shares in Celtic Plc to the Trust by assigning proxy forms. Assignation of the proxy voting rights of members is the basis of the collective strength of the Trust. The collective strength of the Trust is applied once policy matters of principle, such as the approval of motions for submission to the AGM of Celtic Plc, have been established via a ballot of all members, or through a show of hands at a meeting of the Trusts members, on a one-member-one-vote basis. The agreement to transfer the proxy voting rights to the Trust can be cancelled at any time by providing written confirmation to the Trusts Secretary. If the member of the Trust subsequently attends the Celtic plc AGM then company law dictates that the proxy would automatically become invalid, but it would obviously be expected that all Trust members in attendance would vote in accordance with Trust policy. Trust members would be expected to give 14 days notice to the Secretary of the Celtic Trust that they intended to attend in person. Where it became known that a Trust member voted against Trust policy at a Celtic Plc AGM they would be expelled from the Trust. To summarize: what you give up when you pass your proxy to the Trust is the right to vote those shares. Instead, however, you have the right to vote, on a one-member-one-vote basis, and be heard within the Trust. You remain the legal owner of the shares in Celtic Plc; you remain entitled to sell the shares at any time; you remain entitled to receive any dividend declared by Celtic Plc. In addition, you are entitled to cancel your proxy at any time, though this will mean giving up your membership of the Trust. Trust members who are not existing shareholders in Celtic Plc will pay an additional membership fee upon joining the Trust. This fee will be used, along with other available funds, as determined by the Committee, to purchase shares in Celtic Plc. These shares will be held in the name of the Trust, collectively on behalf of all members of the Trust.

 

4. Individual Purchases of Shares

The Trust will encourage the directors of Celtic to set up a scheme which will make further direct investment by individual supporters in shares in Celtic as affordable and convenient as possible.

 
 

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