NAME

1 The association shall be called THE HEART OF MIDLOTHIAN SHAREHOLDERS ASSOCIATION.

OBJECTS

2 The objects of the association are;

[a] To advance by all possible means the interests of Heart of Midlothian Football Club { hereinafter called “ the company”

{b] To conserve and promote the privileges and interests of shareholders in the company and facilate the expression and representation of the views of the shareholders on the policy of the Company and the conduct of its activities, and

[c] To engage in any such activities social or otherwise as may be considered incidental to the foregoing objects or conductive to their attainment.

MEMBERSHIP

3, Membership of the association shall be open to all persons registered in whatever capacity as shareholders but excluding personal representatives of a deceased shareholder. In addition corporate bodies and associations registered as shareholders shall be entitled to nominate a representative to become a member of the association on their behalf. The decision as to whether such nominee is properly appointed and remains a legitimate representative shall be within the sole discrestion of the Secretary of the Association. The membership of any person will be terminated;-

[a] On his intimating his resignation to the Secretary of the Association.

[b] On his ceasing to be registered in whatever capacity as a member of the company,

[c] On withdrawal of his appointment as representative being nominated to the secretary of the Association.

[d] On his failure to pay the annual subscription of the Association within 3 calendar months of that subscription becoming due.

[e] In the event of his expulsion in terns of clause 7 hereof.

ANNUAL  SUBSCRIPTION

4 The amount of annual subscription shall be determined at the Annual General Meeting of the Association. The subscription will be payable as from the date of that meeting.

MANAGEMENT

5 The management of the association shall be in the hands of a committee consisting of a Chairman, a Vice Chairman, a Secretary and a Treasurer and up to seven other members, Election of the office bearers and members of the committee from the membership of the Association shall take place by ballot at the Annual General Meeting in each year, office bearers and members of committee being eligible for re-election. Nominations must be notified to the Secretary with the consent of the person nominated at least twenty one days before the date of the Annual General Meeting. In so far as no such nominations are received for any office bearer or committee membership, the existing holders will be deemed re-elected. Should a vacancy occur in respect of any office bearer ,the committee shall nominate another member of the committee to take the place. The committee are empowered to co-opt a member of the association to fill any vacancy in the committee other than office bearers.

The quorum at committee  meetings will be five. The Chairman whom failing the vice Chairman will preside and will have a casting as well as a deliberate vote.

DUTIES OF OFFICERS

6 [a] The office bearers shall be responsible for running the affairs of the Association on a day to day basis, but shall be required to operate within such limitations as may be imposed by the committee.

[b] The Secretary shall be responsible for convening as directed by the committee meetings of the committee and members of the Association  and for preparation and retention of correct minutes of the proceedings at all meetings.

[c] The Treasurer shall maintain  a correct account of all monies received and expended on behalf  of the Association and shall submit to the Annual General Meeting a yearly statement of account audited by a member or members of the Association ( not being members of committee) appointed by the Association for this purpose.  The Treasurer shall be empowered to draw cheques on the Association’s Bank Account which cheques shall also bear the signature of the Chairman of Vice Chairman.

SUSPENSION AND EXPULSION OF MEMBERS

7. (a)  The committee shall have power by a two-thirds majority of the whole members of the committee, upon their being satisfied that any member has conducted himself in an offensive manner, to suspend such member from exercising his privileges as a member of the Assciation fr such period as the committee may decide. Such suspension shall be reporter to the next General Meeting, unless previously lifted by the committee.

    (b) Should the committee recommend to the next General Meeting that the member be expelled from the Association, he shall be s expelled if two thirds of the members present and voting accept the committee’s recommendation. The committee shall not be liable for repayment of any part of the annual subscription nor shall the Association or any member f the committee be liable for any claim at his instance in respect of such suspension or expulsion.

ANNUAL GENERAL MEETING

8.  The Annual General Meeting of the Association of which at least 14 days notice in writing shall be given shall be held on the last Thursday in January each year. The Business of the Annual General Meeting shall include-

    (a)   To receive a Report from the committee on the operations and activities of the Association during the preceding year.

    (b)   To receive and adopt the audited Statement of Accounts of the Association for year ending Thirtieth November in the preceding year.

    ©     To elect  office bearers and committee members.

    (d)    To elect or re-elect an auditor or auditors.

    (e)    Such other or special business as may be specified in the notice calling the meeting

SPECIAL GENERAL MEETING

10. When they see fit the committee may call a Special  General Meeting of the association and such a meeting shall be called at ant time on the requisition of not less than 20 members. At least 7 days in writing specifying the business to be transacted will be given in respect of any special general meeting.

CONDUCT OF GENERAL MEETINGS

11. The quorum at any general meeting of the members shall be 20 members. Should a quorum not be present half an hour after the time appointed for the meeting the meeting will be adjourned for 14 days except in the case of a meeting called on the requisition of members when the meeting will be dissolved. At such an adjourned meeting the members present will constitute a quorum. At all general meetings the Chairman of the association, whom failing the vice Chairman, whom failing a committee member shall preside and shall have a casting as well as a deliberate vote.

ALTERATION OF RULES

12 These  rules shall not be altered except by resolution passed by a two-thirds majority of the members present and voting at a meeting the notice convening which shall have included notice of a resolution to make certain specified alterations of the rules.

DISSOLUTION

13. The association may be dissolved with immediate effect by a resolution passed by a two-thirds majority  of the members present and voting at a general meeting the notice convening which meeting has included in the business to be considered a resolution for dissolution of the Association . In the event of such a resolution being duly passed the winding up of the Association shall be in the hands of the committee whose duty it will be to realise the assets of the Association, to discharge its debts and liabilities, and thereafter to pay over over to Heart of Midlothian Football Club any balance remaining less the expenses necessarily incurred in the winding up.