Below are questions asked specifically related to Governance and Structure. If you have any enquiries not covered please make contact using the dedicated page – HERE
Any threatened or actual violence should not be condoned by any party, now or in future. We expect this factionalism to largely disappear in the event of a merger, but should anyone act in a violent way we will have no hesitation to inform the police and issue a banning order. We have provisioned for professional stewarding at the match so we are not reliant on volunteers for this, and you will see from recent concerns around the use of pyrotechnics and pitch invasions, clubs around the country are stiffening measures to combat disruptive and unsafe behaviour. We will follow suit.
Bury AFC is the trading name of Bury Football Club (2019) Ltd which is included on the diagram on the document.
We are working to an assumption that it will be permitted for 23/24 season. If that does not happen we may apply to use the name Bury FC for the 24/25 season but we would need to understand what the objections were before considering anything else and asking members what is the preferred strategy at that time
Benefactors have always been able to sell shares, although this is not envisaged at present. What they are unable to do is withdraw any profits in the form of dividends from their shares, or in the event of future share dilution (which is more likely than a share sale). Nor are they able to withdraw any capital from The Bury Football Club Company Limited. Any additional capital generated from a share dilution at the Bury FC Benefactors Limited level will be put into The Bury Football Club Company Limited. It cannot be guaranteed, but we do not believe there are likely to be any material capital gains to be created by benefactors from selling their shares.
Yes, Bury AFC is a trading name of Bury Football Club (2019) Ltd so that corporate entity and its staff and contractual obligations will be kept.
The organisation as a whole will be run by a new CBS and its newly elected board. All positions on the CBS board will be elected. Benefactors have three board positions on The Bury Football Company Limited, it is up to the shareholders of Bury FC Benefactors Limited to decide who they will be. However, it is important to note that they do not have the ability to block any decisions made by the CBS board. They will have visibility of any decisions, they can advise and object to decisions made but do not have sufficient votes to block any CBS decisions made in accordance with the Articles of Association of that company.
We have acknowledged that there are a number of potential conflicts of interest which will need to be disclosed and managed in any new CBS given the combination of interests from members, benefactors, and both local and central government who have also invested money.
We are working with the Football Supporters Association on a conflicts of interests policy which we hope will address these points, in particular where there are connected parties such as family members, and where there is work tendered for the ground involving someone with a position of influence within the organisation.
Further investment via Bury FC Benefactors Limited does not involve a change in voting rights which are enshrined in the Articles of Association of The Bury Football Club Company Limited, and any change to those Articles would require approval by the new CBS membership. This would also be required for any investment outside Bury FC Benefactors Limited. We are to agree a policy on vetting any new benefactors into Bury FC Benefactors Limited which will work on a practical level to vet any new benefactors who are taking a significant shareholding in this company.
The benefactors do not have sufficient voting rights to overturn any CBS decisions.
We have acknowledged that there are a number of potential conflicts of interest which will need to be disclosed and managed in any new CBS given the combination of interests from members, benefactors, and both local and central government who have also invested money.
We are working with the Football Supporters Association on a conflicts of interests policy which we hope will address these points, in particular where there are connected parties such as family members, and where there is work tendered for the ground involving anyone with a position of influence within the organisation.
The overall organisation is controlled by a new CBS which is the standard vehicle used for ‘fan ownership’. Both the new CBS and The Bury Football Club Company Limited have ‘asset locks’ within their constitutions which prevent assets from being removed from these organisations so they are extremely well protected. As a significant amount of central government money has been invested in this project there has been a lot of scrutiny on these issues.
The budget, including playing budget, is approved by the CBS board. There is currently a policy within the football club that any player signings of above £120 per week must be individually approved by the CBS board, and this policy will be retained unless amended by the CBS board.
The benefactors have no voting rights to insist on any decision, the CBS board will always have the controlling interest.
We believe this is a good practice which should continue. We have considered moving to quarterly reports in the past purely because of the volunteer labour required to produce them but would consult with members before this changes.
We have set out exactly how the new structure works within the proposal. We think it is very clear, and there is an audit trail of each corporate entity on Companies House Beta and the Mutuals Register.
We have acknowledged that there are a number of potential conflicts of interest which will need to be disclosed and managed in any new CBS given the combination of interests from members, benefactors, and both local and central government who have also invested money.
We are working with the Football Supporters Association on a conflicts of interests policy which we hope will address these points, in particular where there are connected parties such as family members, and where there is work tendered for the ground involving anyone with a position of influence within the organisation.
Members will be allowed to vote on issues electronically to encourage high levels of engagement across a large membership. They will elect the CBS board and one third of that CBS board must be re-elected each year, with each board member requiring re-election every three years. The CBS board will make decisions with or without member approval depending on the issue at hand. The CBS board will have an odd number of board members (e.g. 9) so that a majority vote can always be agreed on any issue. Where those decisions need to be effected by The Bury Football Club Company Ltd, or another subsidiary, these decisions will be passed down to the directors on the relevant board to execute on their behalf.
The Council will have one vote only should they wish to take up that position. Their ‘obligation’ are those of any company director, as they have statutory obligations to fulfil which include fiduciary responsibilities and acting in the best interests of the company.
The benefactors are all individuals who have invested in a company limited by shares called Bury FC Benefactors Limited.
Benefactors are able to sell shares, although this is not envisaged at present. What they are unable to do is withdraw any profits in the form of dividends from their shares, or in the
event of future share dilution (which is more likely than a share sale). Nor are they able to withdraw any capital from The Bury Football Club Company Limited . Any additional capital generated from a share dilution at the Bury FC Benefactors Limited level will be put into the The Bury Football Club Company Limited. It cannot be guaranteed, but we do not believe there are likely to be any material capital gains to be created by benefactors from selling their shares.
The new CBS will most likely have nine board members who each have a vote. so that a majority vote can always be agreed on any issue. Where those decisions need to be effected by The Bury Football Club Company Ltd, or another subsidiary, these decisions will be passed down to the directors on the relevant board to execute on their behalf. There are four board members (or votes) on The Bury Football Club Company Ltd so that there is a clear majority of CBS board votes which will allow all legally permissible CBS decisions to be passed. The benefactors have three board positions (and therefore three votes) so have a minority. The Articles of Association of The Bury Football Club Company Limited already had this split of votes at the request of central government for the funding bid and given it provides a clear majority for the CBS we saw no need to go through an additional process to change it. In the unlikely event the council and benefactor 3+1 votes are contrary to the CBS 4 votes on a particular point, the chairperson has the casting vote. The Chairperson can only be a CBS appointee.
All CBS members will be newly elected and make appointments within the organisation where necessary.
Bury AFC is the trading name of Bury Football Club (2019) Ltd so its contractual obligations, league position and playing licence would continue, but the name would change to Bury Football Club to reflect the new ownership structure.
Bury AFC is the trading name of Bury Football Club (2019) Ltd so its contractual obligations, league position and playing licence would continue, but the name would change to Bury Football Club. The changes within the group structure would be subject to approval by the FA and League but we do not expect this to be a problem.
Bury AFC is the trading name of Bury Football Club (2019) Ltd so its contractual obligations, league position and playing licence would continue, but the name would change to Bury Football Club. There is no need to make a new application.
Bury AFC is the trading name of Bury Football Club (2019) Ltd so its contractual obligations, league position and playing licence would continue, but the name would change to Bury Football Club. The changes within the group structure would be subject to approval by the FA and League but we do not expect this to be a problem. In the unlikely event the FA or League rejected this application we would need to understand what the objections were before considering options and asking members what is the preferred strategy at that time.
Bury AFC is the trading name of Bury Football Club (2019) Ltd so its contractual obligations, league position and playing licence would continue, but the name would change to Bury Football Club. The club would be fully ready for the new season.
This can be controlled through policies, through the ability of the CBS board to appoint and remove directors from The Bury Football Club Company Limited, and ultimately through the ability of members to remove CBS board members via regular elections.
The CBS will operate as any other society and its decision-making process is defined in its constitution. There are always judgements which the board must make as to when to consult with members informally, when to ask for an indicative vote and when to use a binding, formal vote. There are also decisions which must be taken by the board without member consultation. Decisions should be made in a board meeting which is quorate and minuted. Good practice suggests papers should be submitted in advance of a meeting to allow time for an informed decision but in reality this is not always practical or required for decisions on routine, operational decisions.
There will be a minimum of 9 people on the CBS board.
We agree, this is something which could be developed, although it is impossible to produce an exhaustive list, and important to acknowledge that the board are empowered to make decisions in the interests of and on behalf of members, and for practical reasons it is not possible to ask for a member vote on all of them.
We are working with the Football Supporters Association on a conflicts of interests policy which we hope will address these points, in particular where there are connected parties such as family members, and where there is work tendered for the ground involving someone with a position of influence within the organisation.
Benefactors are able to sell shares directly to another party for any price agreed, although this is not envisaged at present. What they are unable to do is withdraw any profits in the form of dividends from their shares, or in the event of future share dilution (which is more likely than a share sale). Nor are they able to withdraw any capital from The Bury Football Club Company Limited Any additional capital generated from a share dilution at the Bury FC Benefactors Limited level will be put into The Bury Football Club Company Limited. It cannot be guaranteed, but we do not believe there are likely to be any material capital gains to be created by benefactors from selling their shares.
The ground is owned by The Bury Football Club Company Limited which is protected by an asset lock so the money recouped would remain within the company for re-investment and not for any distribution of profits, which is prevented under the Articles of Association anyway. The sale itself would is prohibited under the Articles of Association therefore a unanimous decision would be needed to change the articles and sell. This means all parties would need to be happy with how the proceeds will be used, most likely for reinvestment.
Co-opting will only be possible in the event that not all board seats are filled via an election i.e. there are fewer nominees than available board seats.
This was a condition of their financial contribution. It does not give them any control, and there is no expectation of a financial reward. What is does provide is continued involvement in the stewardship of the club as the CBS board naturally evolves over time.
There are four board members (or votes) on The Bury Football Club Company Ltd so that there is a clear majority of CBS board votes which will allow all legally permissible CBS decisions to be passed. The benefactors have three board positions (and therefore three votes) so have a minority. The Articles of Association of The Bury Football Club Company Limited already had this split of votes at the request of central government for the funding bid and given it provides a clear majority for the CBS we saw no need to go through an additional process to change it for no practical benefit. Changing the Articles is a difficult process requiring more votes. Should further investment be required in the longer term, which could come from existing benefactors or new investors, the Articles would potentially need to change again so we felt it was better left until this point is reached.
As the CBS retains full control over all decisions, the change in voting rights does not materially affect the running of the club as member controlled, in our opinion, and allowed access to £1m in private funding.
We have provisionally agreed that the Bury AFC surplus should be reserved in the new CBS and to be used only if required. Legally, the amalgamation requires these funds to be transferred to the new CBS rather than The Bury Football Club Company Limited, so those funds would be protected within the CBS and use of surplus is subject to member scrutiny. It should be noted, however, the new CBS will be ultimately responsible for the performance of both the ground, the football club and any other assets it owns so compartmentalising bank accounts and finances in this way is not a good long term strategy post-merger when we should be making decisions in the interests of the whole organisation not just part of it.
They were negotiated during the discussions with central government who were keen to see demonstrable community ownership. They work adequately for our purposes and we see no need for further change for no material benefit. Bury AFC suggested the structure used.
We know that Bury is unable to support two clubs with aspirations of professional football. We know that professional football requires us to have our ground to support and fund football at that level. We also need to maximise the potential fan base by using the existing Bury FC support. This is a one off opportunity to realise this far sooner than any other clubs in a similar position have achieved this.
This is outlined in the Memorandum of Understanding. We want to return professional football to Bury with a financially sustainable team which offers value and support to the community it serves.
We need to focus as quickly as possible on delivering the financial outcomes described in the plan, and balance that against our community objectives.
This accelerates the growth and development of the club and its community purposes many years ahead of what could be achieved without a merger. We believe they are less likely to be achieved at all without a merger.
The acquisition of Gigg Lane closes off any real potential for the build of another stadium in the town, and as such any potential for our own ground. This includes both local government funding and investment through funding platforms such as Seedrs, as the availability of Gigg Lane makes these funding options unrealistic.
As above, there are no other viable alternatives identified and none have been presented.
The recommendation has not been politically motivated. The financial plan has been supported, verified and approved by GMCA on behalf of Bury Council. The acquisition of Gigg Lane is presents a great opportunity and takes away alternatives, so the decision making process was simpler and more binary than when it was not available for use.
This is currently being confirmed by our lawyers.
We believe it offers the best opportunity for progression and growth as a club, and one which may never be available again, and the risks of not merging are far greater than those presented by a merger. We believe it presents a viable option which is closely aligned to the wishes of the majority of our members and should be therefore be recommended to them.
Not merging closes off any realistic possibility of Bury AFC owning its own ground, progressing further in the football pyramid and ultimately will result in the club shrinking financially, in terms of its current and future support base and its community impact.
In addition to the financial and community benefits owning our own physical space affords, it unlocks an immediate £1.3m of funding, which we expect to exceed £2m once we have made further applications. It is not unrealistic to expect a merged organisation to unlock a further £2m of investment after that. This is capital which will be deployed to generate income. Almost none of this funding would be available to either Bury AFC or Bury FC SS without a merger, who would both be reliant purely on ticket sales to a split fan base to a support relatively high fixed cost base for clubs in the lower level of non-league football. We have seen no evidence that this capital can be accessed in an alternative manner for new start small organisations with no demonstrable track record or professional football standing. We have explored alternative options.
We believe that majority control for a member owned CBS on all issues is an adequate reflection of ‘fan ownership’. There is full recognition from benefactors that they have no decision making power within the merged club.
Bury FC Supporters Society provided the vehicle to access £1m of matched funding from central government and considerable resources to successfully restore and restart Gigg Lane as a community asset . Bury FC Benefactors Ltd have provided £730k of private capital (rising to £1m conditional on a merger) plus the skills and expertise to complete the ground acquisition. Bury Council did not wish to become a member of The Bury Football Club Company Limited but have been invited to take a board position if they wish, should the merger be agreed.
We have acknowledged that there are a number of potential conflicts of interest which will need to be disclosed and managed in any new CBS given the combination of interests from members, benefactors, and both local and central government who have also invested money.
We are working with the Football Supporters Association on a conflicts of interests policy which we hope will address these points, in particular where there are connected parties such as family members, and where there is work tendered for the ground involving someone with a position of influence within the organisation.
A fan ownership model has proven to be a demonstrably safer model than more traditional models of football ownership over the years. That is not to say it is perfect. Ultimately the club will be controlled by the new CBS, and regulation of the CBS through elections, AGMs and votes is the responsibility of its members. We can see already that football fans in Bury are more highly attuned to the inherent problems of poor football club governance than most and this gives us confidence in the future.
It will be a one member one vote model, exactly as used at Bury AFC via the Shakers Community Society Limited and at Bury FC Supporters Society. CBS members will decide who is elected to the board and ultimately those board members will set the tone and approach of the club going forward. CBS members will be able to deselect them if they do not like this approach over time.
It will be an election for whoever is nominated and voted on by the members of the new CBS. There is are no guaranteed splits, it will come down to member votes.
It will be a one member one vote model, exactly as used at Bury AFC via the Shakers Community Society Limited and at Bury FC Supporters Society. CBS members will decide who is elected to the board and ultimately those board members will set the tone and approach of the club going forward. CBS members will be able to deselect them if they do not like this approach over time.
The CBS will operate as any other society and its decision making process is defined in its constitution. There are always judgements which the board must make as to when to consult with members informally, when to ask for an indicative vote and when to use a binding, formal vote. There are also be decisions which must be taken by the board without member consultation. Decisions should be made in a board meeting which is quorate and minuted. Good practice suggests papers should be submitted in advance of a meeting to allow time for an informed decision but in reality this is not always practical or required for decisions on routine, operational decisions.
The new CBS will most likely have nine board members who each have a vote. so that a majority vote can always be agreed on any issue. Where those decisions need to be effected by The Bury Football Club Company Ltd, or another subsidiary, these decisions will be passed down to the directors on the relevant board to execute on their behalf. There are four board members (or votes) on The Bury Football Club Company Ltd so that there is a clear majority of CBS board votes which will allow all legally permissible CBS decisions to be passed. The benefactors have three board positions (and therefore three votes) so have a minority. The Articles of Association of The Bury Football Club Company Limited already had this split of votes at the request of central government for the funding bid and given it provides a clear majority for the CBS we saw no need to go through an additional process to change it. In the unlikely event the council and benefactor 3+1 votes are contrary to the CBS 4 votes on a particular point, the chairperson has the casting vote. The Chairperson can only be a CBS appointee.
No
We believe that majority control for a member owned CBS on all issues is an adequate reflection of ‘fan ownership’. There is full recognition from benefactors that they have no decision making power within the merged club. Benefactors have no financial rights in The Bury Football Club Company Limited i.e. they cannot receive any profit share or dividends from it.
The Bury Football Club Company Limited is a company limited by guarantee and includes an asset lock within its Articles to prevent asset stripping. Both local and central government have measures to protect their investment, including a charge on the ground. The Articles also state that the benefactors cannot take profits or dividends from The Bury Football Club Company Limited. We have detailed the conflicts of interest policy elsewhere.
The Bury Football Club Company Limited is a company limited by guarantee and includes an asset lock within its Articles to prevent asset stripping. Both local and central government
have measures to protect their investment, including a charge on the ground. The Articles also state that the benefactors cannot take profits or dividends from The Bury Football Club Company Limited. We have detailed the conflicts of interest policy elsewhere.
The new CBS board will be elected by members and have the ultimate decision on who sits on the board of all organisations other than three board positions on The Bury Football Club Limited which may be chosen by Bury FC Benefactors Ltd and potentially one board position taken by Bury council.
As the CBS is in effect running the subsidiary entities the other board roles are largely administrative with little or no decision making capability, and are likely to be taken by a subset of the members of the CBS board rather than by separate vote.
The new CBS will be owned by members with an asset lock which means that assets cannot be ‘stripped’ from it and with no financial rights accruing to members such as the right to profit distributions. The Bury Football Club Company Limited is a company limited by guarantee with an asset lock which means that assets cannot be ‘stripped’ from it and with no financial rights accruing to members such as the right to profit distributions. It will have two members, the new CBS and Bury FC Benefactors Limited, neither of whom have the ability to strip assets or take profits under the Articles of Association. The Government also have a charge on the ground in return for the £1m funding provided.
This depends who the contracting party was for whatever work was done. We are retaining a surplus in the new CBS as a financial buffer to protect against these issues as much as possible.
These are outlined in the proposal and in these FAQs.
We have already provided a comprehensive plan which has been through diligence by Bury Council, Greater Manchester Combined Authorities, central government, the Football Supporters Association and our own internal teams. The numbers supplied have been summarised into annual rather than monthly figures and organised into the same format as the Bury AFC management accounts for ease of reference. Further questions are being addressed through this consultation period.
We have already provided a comprehensive plan which has been through diligence by Bury Council, Greater Manchester Combined Authorities, central government, the Football Supporters Association and our own internal teams. The numbers supplied have been summarised into annual rather than monthly figures and organised into the same format as the Bury AFC management accounts for ease of reference. Further questions are being addressed through this consultation period.
We believe we have addressed this issue in the plan, and it was something we consciously set out to achieve.
The proposal was developed by all parties involved in the Gigg Lane Steering group and we are happy to be supporting them for the reasons outlined.
We expect a minimum of nine CBS members. We have addressed the other issues earlier in this document.
One third of the elected board will be re-elected each year, so that each board member serves three years before requiring re-election.
It is the responsibility of the members to regulate the club through selection and deselection of board members and effective lobbying at AGMs etc. Electing board members who reflect the values you wish to be reflected in the club is an effective way of doing this but it is a democratic vote.
The CBS has the ability to ‘steer’ the organisation regardless of who they sell their shares to or if they keep them.
Community Benefit Societies are able to make a variety of community share issues, which could arguably be regarded as a form of debt if they can be redeemed, or if a coupon is payable on them (a bit like a corporate bond). These are excellent ways to generate more capital and have been used by other clubs to raise money for stadium work etc. We wanted to check this would not be prohibited by the structure and we can confirm they are not prohibited.
– A change to the Articles of Association themselves etc. These are the Articles already in place for The Bury Football Club Company Limited and can be found at Companies House here. The link doesn’t work and a search on Companies House doesn’t contain the Articles unless I’ve missed something. Is it possible for these to be included in the next update and before any votes are undertaken?
All information on the company is here and can also be found by searching at Companies House Beta for The Bury Football Club Company Limited with registration number 13907755.
– ‘The rules that the two CBSs operate under are almost identical, but the new CBS will ultimately be run by a newly elected board. They will be elected by members of the new CBS.’ What will the voting system be for the new CBS and what will be the term of office be for board members?
We will use electronic votes and the term of office will be three years with a third of board members up for election each year. This means in each of the first two years a third of the board will be up for election earlier than the full three-year term. They will be selected for re-election in years one and two at random, by draw of lots, overseen by an independent scrutineer.
This is a clear focus going forward but we are looking to agree a merger at this stage to move onto this type of discussion.
Gigg Lane is majority owned and controlled by Bury FC Supporters Society, not Bury FC Benefactors Ltd.
