CHANGES TO THE CONSTITUTION OF TAUNTON TOWN FC LIMITED AND VOTING ARRANGEMENTS FOR AGM JULY 2025

In March 2025 the company called an Extraordinary General Meeting (EGM) for members to vote on proposed changes to the company’s Articles of Association (the rules that govern how the company is run).

The new Articles were approved by members at the EGM. These are based on the model version issued by the government for companies of our type (limited by guarantee). The full version can be found on the Companies House website and will also be added to the club’s website in the near future.

The key changes were as follows:

Membership

· A person can now become a member of the company by EITHER purchasing a season ticket (full or half) OR paying a membership fee as determined by the directors. This has been set at £50 for the 2025/26 season (1 July 2025 – 30 June 2026)

Membership application forms will become available from the club office (in person or by email) or on the club website after the 2025 AGM.

· Directors can refuse a membership application but an appeals process is in place should this occur. The directors may expel, or suspend the membership of, any member, subject to the appeals process.

· A person is not entitled to vote at a general meeting unless they have held their membership for a period of at least six consecutive months immediately prior to that meeting.

· Season tickets issued to corporate bodies/businesses, in return for sponsorship or for any other reason, do not entitle the owners or employees of such bodies to become members of the Company.

· Season tickets may be issued by the directors free of charge – these do not entitle the recipient to become members of the Company.

As the new membership scheme is only just being launched, for the 2025 AGM only people who have held a 2024/25 season ticket/half season ticket from January 2025 will be entitled to vote.

Borrowing and Sale of Assets

· Members need to approve both borrowing and the sale of assets above a certain level.

· The level has been increased from £100,000 in the 1990 Articles to £250,000, which reflects inflation over the last 35 years.

Directors

· The maximum number of directors has been increased from the current 9 to 11.

· A director can no longer also have a role as a paid employee of the company. This restores the position to what it was when the club was originally incorporated.

· The quorum for directors’ meetings is now set at 5, which means that no business can be conducted if there are fewer than 5 directors present.

General Meetings (AGM or EGMs)

· The quorum required for general meetings is 20 members or 20% of the total membership, whichever is the lesser, in person or by proxy. No business can be conducted if this minimum number is not achieved.

Independent Inspection of the Accounts

· The requirement for an audit is replaced by an independent inspection. A company of our size does not legally require a full audit and this is very expensive – however, some external examination of the accounts is advisable.