Society Rules

A Simple Guide to Society Rules

This is a user-friendly guide for Supporters Direct Scotland members using the 2022 version of our model rules, giving an overview of the main sections in the rules document.

Supporters’ trusts are usually incorporated as Community Benefit Societies (formerly known as Industrial & Provident Societies prior to 2014). These societies are registered with the Financial Conduct Authority, and are required to publish annual returns each year to maintain their registration. Read more about Societies here, and more about the FCA’s role here.

A Society’s rules document can be confusing at first, so we encourage you to familiarise yourself with it, and with the side policies it refers to.

Community Benefit Purpose, Objects and Powers (rules 3 to 6)

These sections are perhaps the most important – defining what the Society was set up to do, and how it can do it.

Application of Surplus, Interest on Share Capital, Asset Lock, and Investment and Borrowing (rules 7 to 9 and 99 to 101)

These sections ensure that the Society’s assets are only used to promote the Society’s purpose.

Membership (rules 10 to 16, and 23 to 27)

These sections define who can join the Society, their rights within the Society, and the circumstances under which they can be removed from the Society.

Further details are also contained in the Society’s Disciplinary Policy.

Shares (rules 17 to 22)

These rules describe the Ordinary Shares issued to each member of the Society, and the arrangements under which the Society can raise funds through issuing Community Shares.

Directors and Board (rule 28, rules 57 to 84, and rules 104 to 106)

The members of the Society elect a board of directors to act on their behalf. These rules describe how the board is elected and operates, and how the directors are protected personally by the Society when carrying out their roles.

The rules also refer to the Society’s Board Membership and Conduct Policy, and its Election Policy.

General Meetings (rules 29 to 56)

These rules describe the procedures for holding Annual General Meetings and Special General Meetings, under the powers of the board or at the request of the members, and how decisions are made during these meetings.

Financial Audit and Annual Return (rules 85 to 95)

These sections describe how the Society should report on its activities each year, to its members and publicly via the Financial Conduct Authority.

Amendment of the Rules and Constitution, and Dissolution (rules 96 to 98, and 102 to 103)

The Society’s rules can only be amended by following correct processes, defined in this section. The Society can only be converted into another type of company, amalgamate with or transfer its activities to another organisation, or cease its activities, by following the procedures described here.

Miscellaneous Administrative Provisions (rules 107 to 122)

These sections describe a range of administrative matters not covered elsewhere in the rules.

Disputes (rules 123 to 124)

The final section of the rules describes how disputes about interpretations of these rules are handled, and about Supporters Direct Scotland’s role in this process.