MESSAGE TO MEMBERS

Dear Trust Member

Wow what a few weeks it’s been. We have welcomed about 2,000 new members to the Supporters Trust in the last 2 months, and following the launch of the community share issue on the 27^th August we have smashed both our revised and initial target raising £236k and still growing. Our advisors at Supporters Direct who have helped with a number of supporter takeovers have told us that they’ve never seen a response like this over such a short period. Take a bow Newport County AFC fans and people of Newport.

The Trust Board have been humbled by the response, but we know there is no time to stand back and admire what’s happened, it’s time to rebuild the club and we need your help. There will be a number of communications over the next few weeks as we look to involve you as owners. We expect a few bumps along the way as we look to set-up structures to make use of all the goodwill that we’ve encountered, so please be patient and trust in the new vision that we are working towards.

The first thing we need your help with is rather dull but very important!

A new constitution for the Supporters Trust

With all the paperwork signed and ready to give supporters majority control of the club, and work well progressed with the Football League to confirm the Supporters Trust as the new owners, it’s time to get the Trust constitution ready for our new role of owning a professional football club and business with a turnover approaching £2million.

This picks up steps 4 and 5 of the share offer document, identified under the heading ‘what happens if we reach the target?’and detailed below:

1. The Supporters Trust Board will ask members to agree a new constitution suitable for a controlling stake in the football Club.

2. Investors in this scheme will be issued with community shares in the Trust. This money will be invested by the Supporters Trust into the football Club.

   This new constitution for the Supporters Trust has been available online on the Supporters Trust website at www.ncafctrust.org/trust_news.php?news_link=share_launch throughout the offer, and is based on the Supporters Direct model used by fellow supporter owned clubs.

   You can find out more about the key differences between the new constitution and the constitution that the Trust has now in appendix 1.

   Members meeting

   For this new Trust constitution to be adopted there will be a members meeting which will be held on 30.10.15 at TBC. We appreciate that there have been a number of meetings of late and it’s not always possible give up more time for Newport County AFC related activity so if you can’t make the meeting you can cast your vote in one of two ways, EITHER:

• Electronically through this linkhttps://www.surveymonkey.com/r/NCSTNEWRULES; or

• Completing and returning the proxy form (appendix 2) and returning it to the club office at

  • Newport County AFC Supporters Trust

  • C/O Newport County AFC

  • Rodney Parade

  • South Wales                                      

  • NP19 0UU

OR should you wish to vote in person you can do so by attending the meeting

Notice is hereby given that a General Meeting of the Newport County AFC Supporters Trust will be held at TBC on 30.10.15 at TBC, at which members will be asked to consider and if thought fit to approve the following resolution:

“To amend the rules of the society by adopting the ‘model rules for a community owned sports club”

The rules as they would appear if the resolution is passed can be seen on the Newport County AFC Supporters Trust website at www.ncafctrust.org or on request from the Trust treasurer by e-mailing treasurer@ncafctrust.org

By order of the Board   

Simon Sadler – Treasurer                                                                                                            

Note: A member entitled to attend and vote at the General Meeting is entitled to appoint a proxy (who need not be a member of the Supporters Trust), to attend, speak at and vote on their behalf. A proxy form is attached (appendix 2) and if completed should be returned to the Supporters Trust’s registered office below by 17.00 pm on 28^th October 2015.

Appendix 1 - Summary of changes to the Newport County AFC Supporters Trust rules

Summary

We are not proposing to change the legal status of the Supporters Trust only to update it to reflect our changing position of owning the football club. We will continue as a Community Benefit Society (CBS), which means that the core principles of the Trust will remain such as:

• Voting is limited to one member one vote

• The Board will be majority elected by the membership

• The organisation exists for the benefit of the community not individuals

Changing role and objects

Our advisors Supporters Direct who help supporters take ownership of sports clubs,produce two sets of model rules for Supporters Trusts, they are for:

1. Supporters looking to gain a voice and representation in the club they support

2. Supporters who majority or fully own the club they support

With recent events the Trust have now moved from requiring set 1 to set 2, which is best reflected by the objects.

The existing objects of Newport County AFC Supporters Trusts say:

• To strengthen the bonds between the club and the community which it serves and to represent the interests of the community in the running of the club

• To benefit present and future members of the community served by the Club by promoting encouraging and furthering the game of football as a recreational facility, sporting activity and focus for community involvement

• To provide and maintain facilities for the enjoyment of professional football

• To promote coaching schemes to develop the football schemes of young people and to widen the interest in football regardless of ethnic origin of those involved

• To further the development of the game of football nationally and internationally and the upholding of its rules

The proposed new objects of the Supporters Trustsay:

New objects:

The Club’s objects are to benefit the community by;

• enhancing the social, cultural and economic value of the Club to its Communities and by acting as a responsible custodian of the club for future generations;

• upholding the mutual ownership of the Club operating democratically, fairly and transparently;

• ensuring the Club operates with financial responsibility enabling the Club to be run for the long term interest of the Community;

• providing sporting facilities and opportunities regardless of age, income, ethnicity, gender, disability, sexuality, religious or moral belief; and

• playing at the highest level possible, but always operating in a financially responsible and prudent manner.

More suitable powers and protections

Since Newport CountyAFC Supporters Trust was originally formed in 2002 there have been a number of improvements to the model rules promoted by Supporters Direct and used by fellow Supporters Trusts. This includes the rules suitable for a supporter owned club which were updated as recently as January 2015.

One of the more recent changes has been the introduction of community shares which give the Trust the power to raise money from the membership through a new method, without changing the one member one vote structure. As explained in the share offer Community Shares are proving a popular way for communities to raise money collectively, leading to a number of community owned pubs, shops and now football clubs. The new rules give us the community share provisions we need.

To recognise and protect our investment in the club, any decision to sell, transfer or otherwise dispose of the Supporters Trusts shares in the company Newport Association Football Club Limited (which would result in the Trusts shareholding being less than 50% + 1) would require both a much higher number of Trust members to turn out to vote, and a higher number to vote in favour.

Future changes to the rules

The Trust Board believe that the proposed new rules give us the platform that we need now to build Newport County AFC as a supporter owned club. The rules can be changed at any time in the future with the support of the membership.

Appendix 2 - Proxy Form

General meeting to be held at TBC on 30.10.15 at TBC PM

Name:

Email address:

Address:

Membership number (if known):

Before completing this form, please read the explanatory notes below and on the following page.

I, being a member of the Newport County AFC Supporters Trust, hereby appoint (DELETE AS APPLICABLE):

(a) The Chairman of the meeting; OR

(b) Name of proxy:

As my proxy to attend, speak at and vote on my behalf at the General Meeting of the Supporters Trust to be held on 30.10.15 at TBC pm and at any adjournment of the meeting.

I direct my proxy to vote on the following resolution as I have indicated by marking the appropriate box with an “X”.  If no indication is given, my proxy will vote or abstain from voting at his or her discretion and I authorise my proxy to vote or abstain from voting as he or she thinks fit in relation to any other matter which is properly put before the meeting.

Explanatory notes:

1.  As a member of the Supporters Trust you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak at and vote at this meeting. You can only appoint a proxy using the procedures set out in these notes.

2.  Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

3.  A proxy does not need to be a member of the Supporters Trust, but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name where indicated. If you sign and return this proxy form with no name inserted, the Chairman of the meeting will act as your proxy. Where you appoint someone other than the Chairman as your proxy, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. 

4.  To direct your proxy how to vote on the resolutions mark the appropriate box with an “X”. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote or abstain from voting as he or she thinks fit in relation to any other matter which is properly put before the meeting.

5.   To appoint a proxy using this form, it must be completed and signed then sent or delivered to Newport County AFC Supporters Trust, C/O Newport County AFC, Rodney Parade South Wales. NP19 0UU and received by 17.00 pm on 28^th October 2015.

6.  A certified copy of any power of attorney or any other authority under which this proxy form is signed must be included with the proxy form.

7.  If more than one valid proxy appointment is made, the appointment received last before the latest time for receipt of proxies will apply. This includes where members may have chosen to vote electronically.