1. Introduction
This code sets out the standards of personal behaviour and conduct expected of Board
Members of Carlisle & Cumbria United Independent Supporters Society Limited (also known
as Carlisle United Supporters’ Trust) as defined in the Society Rules. Failure to observe its
stipulations shall be regarded as a breach of this code may incur disciplinary action up to and
including removal from their position under the provisions of the Society’s Disciplinary Policy,
a copy of which is appended to this Code. This code was adopted pursuant to a resolution of
the Society Board meeting dated October 23, 2024.
2. Definitions
2.1. “AGM” means the annual general meeting of the Society.
2.1. “Election Period” means the period from the date each year on which the Secretary issues
nomination forms to Members until 3 days after the announcement of the result of the
election to which the nomination forms relate.
2.1. “Member(s)” means a member(s) of the Society.
2.1. “Society Board Member(s)” means an elected or Co-opted Member(s) of the Society.
2.1. “Election Policy” means the terms and conditions laid out in this document.
2.1. “EMG” means the Election Management Group.
2.1. “Board Membership and Conduct Policy” means a detailed set of rules and regulations of
the Society set out in a separate policy statement.
2.1. “Co-opted Member(s)” means a person(s) who has/have been elected to the Society
Board by Society Board Members but not elected by the Members.
2.1. “Indictable Offence” means a criminal offence (other than a spent conviction as defined
by the rehabilitation of Offenders Act 1974) for dishonesty, fraud or dealing in drugs.
2.1. “Rules” means the rules and regulations of the Society laid out in the separate Rules
document.
3. Overview
3.1. The position of a Board member carries with it a responsibility not only to fellow Board
members but also to the Society’s membership.
3.2. Board members have legal duties and fiduciary responsibilities, and failure to carry out
those obligations can result in personal liability. Board members also bear a general duty of
care that their actions and decisions should be in the best interests of the Society as a whole.
3.3. Members of the board shall stand for a term of 3 years.
4. Duties and Responsibilities
Below is a summary of the duties and responsibilities of Board members. If a Board member
is unsure of any aspect of their duties or responsibilities, they should seek the advice of the
Society Secretary.
* The duty to ensure all actions taken by the Society are within the law of the land;
* The duty to ensure Society business is conducted in accordance with its Constitution,
rules and procedures.
* The duty to ensure financial prudence, sound accounting practice and that all taxes
due on account of its operations are paid in good time;
* The duty to be a good employer;
* The duty of good faith;
* The duty to take care; and
* The duty to maintain the democratic and not-for-profit status of the Society.
5. Obeying the Law
5.1. Various Acts of Parliament and statutory provisions impose direct obligations upon Board
members and the Society. Board members have legal and fiduciary obligations in accordance
with current Company Law.
5.2. Board members must ensure that any campaigns, demonstrations and other activities
upon which the Society may embark do not bring the Association, or those acting on its behalf,
into conflict with the law.
5.3. Although Board members do not carry executive responsibility for ensuring that statutory
requirements are met, they bear an individual and collective responsibility for ensuring that
others take that responsibility and discharge it.
6. Duty of Good Faith
A Board Member is in a position like that of a trustee – namely being responsible for somebody
else’s (i.e. the Society’s) property. As a result, officials have a duty of good faith, which can
broadly be summarised as follows:
* Truthfulness and honesty – this involves acting with complete truthfulness and
honesty in any dealings with, or on behalf of, the Society;
* Financial integrity – members are entitled to be compensated for out of pocket
expenses in accordance with the Society’s Rules but such claims may only be made for
expenses that are wholly, actually and necessarily incurred, in accordance with the
Society’s Rules.
* Treating as confidential certain information which comes to their knowledge
concerning the Society’s affairs, especially when so designated, and certain
discussions within meetings, similarly designated;
* Acting at all times in the best interests of the Society – this means ensuring that the
Society’s interests always come first, and that a Board member never uses their
position to obtain a benefit or advantage for themselves, for other people or other
organisations.
7. Duty to Take Care
7.1. It is recognised that Board members cannot be expected to be experts in all facets of
the Society’s activities. They must therefore take proper care that they do not allow
themselves to accept on behalf of the Society a responsibility for which they do not have the
necessary skill or expertise or for which the Society is unable to provide the necessary level
of training.
7.2. The duty to take care includes the following:
7.2.1. Reading papers before meetings, and coming to meetings properly prepared;
7.2.2. Asking questions if further explanation or information is needed, and challenging
the executives and other Board members when not satisfied with the answers given;
7.2.3. Taking advice both from the executives and from independent advisors when that
is needed;
7.2.4. Accept decisions made by the Board, even if they disagree with the outcome and
voted against. This includes a commitment to support any decision of the Board outside
its meetings.
7.3. The Board may choose to suspend the requirement for collective responsibility by
majority vote for certain decisions in which case the above does not apply in respect of that
particular decision;
7.4. Board Members should aim for the highest standards they can achieve. A Board Member
who does not give an appropriate level of commitment to the Association’s affairs is failing in
their duty;
7.5. Where provided, Board members commit to undergo appropriate training and
development.
8. Standards of Behaviour
8.1. In all duties carried out within and on behalf of the Society, Board members are expected
to show appropriate standards of behaviour. This is necessary in order that the Board can
function properly, that it can play its appropriate part in the Society’s overall governance, and
that the Society’s good name and reputation is maintained.
8.2. Board members will observe the following general standards:
8.2.1. In their dealings with each other, with the Society’s officers, and with its employees
and with members, treating people politely, fairly, and with respect in all forms of verbal
and written communication (including social media);
8.2.2. In all dealings with each other, with members of the Society, and when representing
the Society, refraining from discriminatory language and behaviour, including upholding
at all times the protected equality characteristics of others as set out in current Equalities
legislation. As a minimum these include age, disability, gender reassignment, race, religion
or belief, sex, sexual orientation, marriage and civil partnership and pregnancy and
maternity;
8.2.3. When communicating or otherwise commenting on Society policies and interests,
in either an official or unofficial capacity, always to act in accordance with the Society’s
current Media policy (including use of social media);
8.2.4. On public occasions and on all Society business, behaving in a way which is
appropriate for an elected representative of such an organisation. This includes not
bringing the Society into disrepute in any context.
9. Meetings
9.1. At all meetings, Board members will observe the following:
9.1.1 Accepting the authority of the chair of any meeting, expressing all questions and
points of view through the chair;
9.1.1 Listening to the views of colleagues seeking advice or clarification where needed,
expressing their own views, and coming to their own decision on individual matters in
good faith in what they believe to be in the best interests of the Society;
9.1.1 Not resorting to behaviour that could be considered to be discriminatory, offensive,
aggressive or intimidating;
9.1.1 Keeping to the agenda, raising other issues under “any other business” according to
agreed procedures, and not engaging in discussions during the meeting which are not
relevant to the issues of the meeting.
10. Confidentiality
10.1. Board members will observe the following obligations of confidentiality:
10.1.1. Communicating decisions of the Society will be the responsibility of the
Communications sub-group and the Secretary.
10.1.2. Other Board members will not disclose any information outside the Board that is
not already in the public domain unless they are specifically authorised to do so;
10.1.3. They will not use any such information for personal advantage;
10.1.4. Unless so authorised, other Board members will not pass information to any
representative of the press or media, and will refer any press or media enquiries to the
appropriate person;
10.1.5. They will take proper care of any documents they receive as Board Members, and
store them securely;
10.2. The confidentiality provisions shall not apply where a Board member is asked to co
operate with any statutory or regulatory body and should not stifle due and proper debate
on issues within the confines of Board meetings or discussions between Board members
conducted in confidence.
10.3. For the avoidance of doubt the confidentiality provisions above remain in force even
after a member is no longer serving on the Society Board.
10.4. Breach of the confidentiality provisions is a Disciplinary Offence.
11. Conflicts of Interest
11.1. Board members must disclose to the secretary any material interest which they, their
spouse or partner, close family member, or close friend or business associate holds in:
11.1.1. Any business which is providing goods or services to the Society, or is being
considered as a potential supplier of goods and services;
11.1.2. Any public body or voluntary organisation with which the Society has or is likely to
have dealings.
11.2. The Secretary will record any such interest in a register of Board members’ interests.
Board members must notify the Secretary of any changes to their entry in the register.
11.3. For the avoidance of doubt, it is the responsibility of each Board member to be
proactive in notifying the Secretary of any potential conflicts. Unless the Board directs
otherwise, the Secretary’s decision as to whether there is a conflict is final.
11.4. Unless a prior decision is taken to the contrary, no Board member may take part in any
discussion on a matter in which they have an interest, or take part in any decision, or
vote on any associated resolution and should leave the meeting while the matter is
considered.
12. Serving on the Board of Another Body
12.1. Board members who serve on the board of management of any other organisation must
treat their roles in representing the Society and their role in any such body as separate. This
means that:
12.1.1 They must maintain confidentiality in relation to information they receive in one
capacity, and not disclose any such information in the other capacity unless they are
expressly authorised to do so;
12.1.2. When making decisions on behalf of the Society, they must make such decisions in
what they consider to be the best interests of the Society, without consideration of other
responsibilities that they have by virtue of their involvement in other bodies;
12.1.3. They must disclose any pertinent memberships and involvement in other bodies
where that impacts upon the work of the Society and more pertinently their work as an
elected or appointed official;
12.2. Where their membership of the board of management of another body causes a conflict
or where a conflict might be reasonably perceived, they must act quickly to resolve that
conflict, which may include resigning from their elected role(s) in the Society or of another
organisation.
13. Breaches of Code and Disciplinary Procedure
13.1. Any member of the Board who:
13.1.1. Ceases to comply with the criteria set out in this Board Membership and Conduct
Policy; or
13.1.2. (with the exception of Co-opted Members co-opted onto the Society Board under
Rules 65 and 66 of the Society Rules) ceases to be a Member; or
13.1.3. Resigns
13.2. Is to vacate the office of Board member
13.2.1 Any member of the Board who:
13.2.1.1. Fails without good cause to attend 3 consecutive Board meetings; or
13.2.1.2. Fails without good cause to participate in board training.
13.3. Is to vacate the office of Board member if required to do so by a majority of the other
Board members.
13.4. Where a Board Member is deemed by a majority of the Board to be in breach of any
element of this Code or any other adopted policy of The Society, the process laid out in the
Disciplinary Policy should be followed.
13.5. If the Board decides to constitute a Disciplinary Committee the Board Member(s)
concerned will be suspended until the Disciplinary Committee meets and shall not be entitled
to vote nor attend Board meetings for the period of suspension.