|
1 | Definitions and interpretation | |
1.1 In this instrument and Schedule unless the context otherwise requires the following expressions shall have the following meanings namely:
1.1.1'the Bank Account' means such account numbered 1.1.2 'the Board' means the board of Directors of the Society for the time being: 1.1.3 'the Football Club' means Chester City FC Limited or any company incorporated to take on the business: 1.1.4 'the Register' means the register kept in accordance with clause 3: 1.1.5 'the Loan Notes' or 'Notes' means The Chester City Supporters Society Loan Notes issue of the Society as constituted by this instrument, or such part of the of the amount thereof as is for the time being outstanding: 1.1.6 'the Noteholders' means those persons whose names are entered in the Register as holders of the Loan Notes: 1.1.7 'the Rules' means the rules of the Society for the time being: 1.1.8 'the Society' means the Chester City Supporters Society (trading as the Chester City Supporters Trust): 1.1.9 'the Scheme' means the acquisition of the entire issued share capital ( or any part thereof ) of the Football Club, including incurring costs and expenses in connection with such an acquisition: 1.2. Unless the context otherwise requires words and expression contained in these presents shall bear the same meanings as in the Industrial and Provident Societies Act 1965. 1.3. Words importing one gender include all other genders and words importing the singular include the plural and vice versa. 1.4. References to persons shall include bodies corporate, unincorporated associations and partnerships. 1.5. Headings used in this instrument are for ease of reference and shall not be deemed to form part of this instrument. 1.6. The schedule to this instrument forms part of it and shall have the same full force and effect as if expressly set out in the body of it. |
2 | Creation and issue of the Loan Notes | |
2.1 The Loan Notes shall be issued at par denominations of £100.00 to such persons over the age of 18 and on such terms and at such times as the Board may determine.
|
3 | The Register | |
3.1 The Society shall keep at its registered office a register showing
|
4 | Loan Note Certificates | |
4.1 Each of the Noteholders shall be issued with a certificate in respect of the amount of the Loan Note held by him within 28 days after the date of issue of his Loan Note but joint holders shall be entitled to only one certificate for the Loan Note held jointly by them and such certificate shall be delivered to such one of the joint holders as the Board may determine.
|
5 | Interest | |
The Society shall pay no interest on the Loan Notes. |
6 | Immediate repayment of the Loan Notes | |
The Loan Notes shall become immediately repayable at par in each and every of the following events upon written notice by such Noteholders to the Society whilst the same is continuing;
|
7 | Redemption by the Society | |
7.1 The Society may upon giving notice as provided in clause 7.7 below at any time redeem at par at the registered office of the Society the whole of the Loan Notes or any part of them PROVIDED THAT the Society shall never at any time ( save as set out in clause 9 below ) be under an obligation to redeem the whole or any part of such Loan Notes.
|
8 | Bank Account | |
8.1 Monies received in respect of the Loan Notes shall be paid into the Bank Account and shall be used solely for the purposes of the Scheme. |
9 | Right of Noteholders of the Scheme | |
9.1 The Society shall go ahead with the Scheme unless at a meeting of the Noteholders convened in accordance with clause 10 below those Noteholders holding at least 75% of the votes cast at such meeting vote in favour of the Scheme.
|
10 | Meetings of Noteholders | |
10.1 The Society may at any time and shall at the request in writing of Noteholders holding a majority of the voting rights convene a meeting of the Noteholders.
|
11 | Voting Rights | |
11.1 On a poll, the voting rights of Noteholders shall be as follows:
|
12 | Election | |
The Noteholders shall be entitled to appoint members of the Board and shall be entitled to vote as to who those members are in accordance with voting rights. |
13 | Membership of The Society | |
Noeholders are required to be members of the Society in the event that a Noteholder's membership of the Society ceases such Noteholder shall have no voting rights pursuant to the instrument and no entitlement to the Surplus under clause 9.4 |
14 | Recognition of Noteholders | |
The Society shall recognise the registered holder of any Loan Note as the absolute owner of it and (except as required by law) shall not be bound to take notice or see to the execution of any trust whether express implied or constructive to which any Loan Note may be subject and the receipt of the registered holder for the time being of any Loan Note or in the case of joint registered holders the receipt of any of them for any money payable in respect of the Loan Note shall be a good discharge to the Society notwithstanding any notice it may have whether express or otherwise of the right, title, interest or claim of any other person to or in the Loan Note, interest or claim. No notice of any trust express implied or constructive shall be entered on the Register in respect of any Loan Note. |
15 | Transfer of Loan Note | |
The Loan Note shall not be transferable in whole or in part except with prior written consent of the Secretary, from time to time, of the Board. |
16 | Transmission of Loan Note | |
Any person becoming entitled to Loan Note in consequence of the death or bankruptcy of the holder of such Loan Note may, upon producing such evidence that he sustains the character in respect of which he proposes to act under this provision or of his title as the Society shall think sufficient (including without limitation confirmation of his/her membership of the Society) be registered himself as the holder of such Loan Note or subject to the preceding provisions as to transfer may transfer such Loan Note. |
17 | Payment by cheque | |
The money payable in respect of the redemption of any Loan Notes may be paid by cheque sent through the post at the risk of the holder or holders to the registered address of the holder or in the case of joint holders to the registered address of that one of the joint holders who is first named on the Register in respect of such holding or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque shall be made payable to the order of the person to whom it is sent and payment of the cheque shall be a satisfaction of the money represented thereby. |
18 | Lost certificate | |
If any Loan Note certificate is defaced or lost or destroyed it may be replaced on payment of such fee (if any) not exceeding £1 and all stamp duty (if any) payable on the new Loan Note Certificate and on such terms as to evidence and indemnity as the Board may require, but so that in the case of defacement the defaced certificate shall be surrendered before the new Loan Note certificate is issued. |
19 | Notice | |
Any notice may be give to any Noteholder either personally or by sending it by first class post in a prepaid envelope to him at his registered address or ( if he desires that notice shall be sent to some other person or address ) to the person at the address supplied by him to the Society for the giving of notice to him, and in the case if joint registered holders of any Loan Notes a notice given to noteholder whose name stands first in the register in respect of such Loan Notes shall be sufficient notice to all the joint holders. Any notice so given be deemed to have been served 2 days following that on which it is posted and in providing such service it shall be sufficient to prove that the envelope containing the notice was properly address stamped and posted. If sent by pre -paid airmail post to an address outside the United Kingdom notice shall be deemed to have been served or delivered on the 5th day after the day when it was put in the post, and in proving such service or delivery it shall be sufficient to prove that the notice or document was properly address, stamped and put in the post. The date of the deemed service of a notice of a general meeting which is sent to one or more addresses both within and outside the United Kingdom shall be the later of the respective dates on which such notices are or are deemed to be respectively served in accordance with the foregoing provisions. |