Constitution

1). Middlesbrough Supporters Forum (MSF) was founded in February 2017 as an
organisation independent of Middlesbrough Football Club (MFC) to bring together
disparate but representative independent Middlesbrough Supporters groups and
media platforms that promote and support the views of football supporters who follow
Middlesbrough Football Club.
2). As of April 2024, there are twelve full time Forum members. These are
Twe12thman, Middlesbrough Disabled Supporters Association (MDSA), Boro
Supporters Club 2020 (BSC2020), Fly Me To The Moon (FMTTM), Middlesbrough
Supporters South (MSS), Rainbow Reds, oneBoro, The Boro Breakdown, Boro Fusion,
Boro North America, Boro BAME Army and a Media Officer.
3). The main purpose of the Forum is to convey as accurately as possible the collective
views of Middlesbrough Football Club fans to the representatives of the Club to
enhance the match day experience of all Middlesbrough Supporters, home and away or
wherever they find themselves in the world.
4). MSF also aims to represent MFC’s football fans to create a unified voice to debate,
lobby, and act on substantive fans’ issues specific to MFC and wider issues to the game
of football that affect all fans.
5). MSF will seek to represent the fans of MFC in wider discussions with the football
authorities, broadcasters, and other football associated bodies.
6). MSF will always seek to represent and promote the views of all Middlesbrough fans
regardless of nationality, age, colour, religion or creed, gender, or sexual orientation.
7). Whilst remaining independent MSF will always endeavour to work with MFC and
maintain dialogue with its representatives and a representative from MFC will be
invited to meeting when relevant.

ORGANISATION

1). Middlesbrough Supporters Forum meetings shall be managed by one nominated
person as Chair and one nominated person as Secretary/Treasurer elected from the
members. The Forum will also have a nominated Vice-Chair and in the absence of a
Chair, the Vice-Chair will manage any meeting. The period of office for Chair, Vice-
Chair and Secretary/Treasurer will be 24 months commencing 1st July in each year.
2). By agreement, the Forum members can co-opt additional members on an ad-hoc or
temporary basis when required.
3). Each member group of the Forum and the Media Officer has one vote for
nominations, elections and other matters arising. If there is a split vote, the Chair has
the casting vote.
4) The Chair collates the agenda items and aims to distribute them 48 hours before
each meeting.
5). Minutes of each meeting shall be taken and will be the responsibility of the
Secretary.
6). Meetings shall take place on a 6-weekly basis.
7). A maximum of two representatives of each member group may attend MSF
meetings, however, only one member of each group may vote.
8). There must be at least 6 current MSF members present for a meeting to be quorate.

9). The MSF bank account must contain a minimum balance of £150. Expenses incurred
include the setting up and maintenance of the website and the production of the MSF
banner.
10). Any member offered a gift or hospitality due to their membership of MSF, should
declare it to the secretary who will register it.

CONDUCT FOR BOARD MEMBERS

Introduction

This code sets out the standards of personal behaviour and conduct expected of Board Members of Middlesbrough Supporters Forum 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 20-1-2025

Definitions

This document uses several terms which are defined in the Society Rules.

Overview

The position of a Board member carries with it a responsibility not only to fellow Board members but also to the Society’s membership.

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.

Members of the board shall stand for a term of 2 years.

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.

Duties and Responsibilities of Supporter Representatives

To represent their supporter group to their best ability

To attempt to provide a replacement if not able to attend themselves

To canvas their supporter group for agenda items

Duty of Good Faith

4. 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:

o Truthfulness and honesty – this involves acting with complete truthfulness and honesty in any dealings with, or on behalf of, the Society;

o 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.

o 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;

o 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;

Duty to Take Care

5. 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.

The duty to take care includes the following:

o Reading papers before meetings, and coming to meetings properly prepared;

o Asking questions if further explanation or information is needed, and challenging the executives and other Board members when not satisfied with the answers given;

o Taking advice both from the executives and from independent advisors when that is needed;

o 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.

6. 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. 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;

8. Where provided, Board members commit to undergo appropriate training and development.

Standards of Behaviour

9. In all duties carried out within and on behalf of the Society, Board members and supporter representatives 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.

Board members and Supporter representatives will observe the following general standards:

10. 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);

11. 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;

12. 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);

13. 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.

Meetings

At all meetings, Board members and Supporter Representatives will observe the following:

14. Accepting the authority of the chair of any meeting, expressing all questions and points of view through the chair;

15. 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;

16. Not resorting to behaviour that could be considered to be discriminatory, offensive, aggressive or intimidating;

17. 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.

Confidentiality

18. Board members and Supporter Representatives will observe the following obligations of confidentiality:

o Communicating decisions of the Society will be the responsibility of the Media Officer/Chair/Secretary

o 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;

o They will not use any such information for personal advantage;

o 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;

o They will take proper care of any documents they receive as Board Members, and store them securely;

19. 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.

20. For the avoidance of doubt the confidentiality provisions above remain in force even after a member is no longer serving on the Society Board.

21. Breach of the confidentiality provisions is a Disciplinary Offence.

Conflicts of Interest

22. 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:

o Any business which is providing goods or services to the Society, or is being considered as a potential supplier of goods and services;

o Any public body or voluntary organisation with which the Society has or is likely to have dealings.

23. 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.

24. 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.

25. 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.

Serving on the Board of Another Body

26. 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:

o 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;

o 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;

o 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;

27. 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.

Breaches of Code and Disciplinary Procedure

28. Any member of the Board or who:

o Ceases to comply with the criteria set out in this Board Membership and Conduct Policy; or

o Ceases to be a Member; or

o Resigns

Is to vacate the office of Board member

29. Any member of the Board who:

o Fails without good cause to attend 3 consecutive Board meetings; or

o Fails without good cause to participate in board training

Is to vacate the office of Board member if required to do so by a majority of the other Board members.

Any Supporter Representative who fails without good cause to attend 3 consecutive Board meetings will be asked to vacate his seat at meetings if required to do so by a majority of the other Board members.

30. Where a Board Member or Supporter Representative 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.

31. If the Board decides to constitute a Disciplinary Committee the Board Member(s) or supporter rep 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

DISCIPLINARY POLICY

Introduction

All members of Middlesbrough Supporters Forum agree to be bound by the Rules and policies of the Society, which require that the conduct of all members is not prejudicial to the Society.

This policy sets out the process by which the Society should investigate complaints or charges that a member may, directly or indirectly, have breached the terms of any code of conduct that they have signed up to as a condition of their membership and/or any elected office.

It does not apply to employees of the Society whose conduct will be governed by a policy more specific to contractually employed staff.

This document is drafted in accordance with the existing rules of Middlesbrough Supporters Forum and sets out the Disciplinary Policy adopted pursuant to a resolution of the Society at a General Meeting held on 20-1-2025

The purpose of this policy is to ensure that:

· Members agree to be bound by the rules of the Society which require that the conduct of members is not prejudicial to the Objects of the Society.

Definitions

This document uses several terms which are defined in the Society Rules.

Raising a Potential Policy Breach

1. A potential policy breach may come to light through a number of sources including, but not limited to:

o Issue arising during the course of a meeting that cannot be resolved by immediate intervention of the Meeting Chair to the satisfaction of all parties;

o Complaint from an individual Society member

o An anonymous whistle-blower;

o Identified by employees of the Society;

Procedure

2. In the first instance there is a commitment to undertake informal consideration of evidence, and discussion with directly affected persons, by the Society Secretary (unless they are the subject of the action, in which case a Board member shall be appointed by a majority vote of the Board.)

3. At this stage the matter can be resolved by;

o Determining that there is no case to answer, or

o Amicable resolution to the satisfaction of all parties

4. If stage one is unsuccessful and where any Member is deemed by a majority of the Society Board to have committed a Disciplinary Offence as defined in this document or has otherwise acted in a way which a majority of the Society Board believe is in contrast to the spirit of this document and/or the Rules, they shall be at liberty to constitute a Disciplinary Committee (“the Disciplinary Committee”) to determine the facts relating to the matter and take such measures as the Committee sees fit.

5. If the Society Board decides to constitute a Disciplinary Committee a majority of the Board may rule the Member(s) concerned be suspended from membership of the Society and shall not be entitled to vote nor attend general meetings for the period of suspension.

6. The Disciplinary Committee will consist of the then Chair and Vice-Chair of the Society Board unless one or both of them is the subject of the disciplinary action, in which case another member of the Society Board will be selected by majority vote of the Society Board as Chair of the Disciplinary Committee.

7. In addition, up to 4 but no less than 2 other Society members (who shall not be the subject of the disciplinary action) shall sit on the Disciplinary Committee.

8. The Chair of the Disciplinary Committee shall have the casting vote if necessary.

9. Co-opted Society Board Members may not serve on a disciplinary committee.

10. All members of the Disciplinary Committee shall treat its proceedings as confidential, unless the subjects of the hearing waive that right directly, or violate the confidentiality through making public comment about its proceedings.

11. The Disciplinary Committee shall meet as soon as is practicable after it is constituted and shall invite the member(s) concerned to attend or submit their version of events and/or mitigating circumstances.

12. The Disciplinary Committee shall act honestly and equitably in assessing the facts of the disciplinary case before it.

13. If the member(s) concerned fails to either attend or submit their version of events and/or mitigating circumstances as envisaged above the Disciplinary Committee can proceed and make such inferences as it sees fit from such non-attendance or non-submission.

14. If the case is upheld the Disciplinary Committee will determine an appropriate sanction to be applied as detailed below in clause……..

15. The Disciplinary Committee shall formally notify all parties and the Board of their conclusions alongside any sanctions to be imposed in writing.

16. There is no appeal or challenge process following the decision of the Disciplinary Committee, notwithstanding the right of any member to seek redress through the Society Rules dispute process or formal external judicial process.

Conduct of Investigations

17. At all times during the investigation the following rules and protocols will apply:

18. All relevant documents and materials should be made available in advance to all parties.

19. Cases may be conducted through written exchange of communication, but the respondent has the right to request face to face proceedings (including through remote audio or visual channels)

20. Either party may present the evidence of witnesses to material facts of the case.

21. Confidentiality should be maintained until final resolution. At the conclusion of proceedings, the panel will attempt to agree a joint statement if appropriate.

22. No person with a direct connection to the accused or who is connected to material facts of the case can participate as part of a Disciplinary Committee.

23. Any person who is involved with the initial informal consideration may not be involved in the Disciplinary Panel.

24. The accused may request a person to attend proceedings alongside them as an observer.

Potential Sanctions

25. Where a case is proven, sanctions should be applied that reflect the seriousness of the breach and any previous proven breaches of the relevant code by the accused person. Sanctions may include, but are not limited to one of more of the following:

o No action necessary

o Mutually agreed resolution such as an acknowledgement or apology

o Written warning/reprimand

o Agreed corrective action by the accused member(s)

o Suspension from elected position on Board for a defined period

o Termination of elected position on Board

o Suspension of Society membership for a defined period

o Expulsion from the Society

26. No member expelled from membership as a result of disciplinary action shall be re-admitted except by majority ruling of the Board