12 Retirement and Admission of Clubs
12.1 Clubs retiring from The League pursuant to Regulations 10 and 11 shall retire with effect from the end of the relevant Season, whereupon new Clubs taking their places shall be admitted and be deemed to have been formally elected as members of The League. With effect from such time any new Club shall become entitled to receive a transfer of and to exercise the rights attaching to such share in The League held by the retiring Club as the Board shall direct and each of the retiring Clubs shall procure that, with effect from such date and until the respective transferee Club has been registered as the holder of its share in the Register of Members of The League, the rights attaching thereto shall be exercised in such manner as such transferee Club shall direct.
12.2 Cessation of membership. If a Club (or Clubs) ceases to be a member of The League for any reason (including, without limitation, pursuant to Article 4 of the Articles of Association or by way of relegation or expulsion for disciplinary reasons):
12.2.1 during any Normal Playing Season, its playing record shall be expunged and the number of relegation places from the relevant Division for that Season shall be reduced by the number of Clubs ceasing to be members;
12.2.2 during the period between the end of the Normal Playing Season and the conclusion of the last Play-Off Match for that Season, its playing record shall not be expunged but the number of relegation places from the relevant Division for that Season shall be reduced by the number of Clubs ceasing to be members; or
12.2.3 during the period between the conclusion of the last Play-Off Match and the start of the following Season, its playing record shall not be expunged but the number of relegation places from the Division in which a Club would have played but for its cessation of membership, shall be reduced by the number of Clubs ceasing to be members and, during that Season, the relevant Division shall operate with a reduced number of Clubs.
12.3 Sporting Sanctions
Introduction
The following rule provides for how sporting sanctions will be applied to Clubs when the Club, or any Group Undertaking, becomes subject to or suffers an Insolvency Event, and also makes provision for an appeals mechanism, but only on the grounds of 'Force Majeure'.
By way of clarification the following are identified as circumstances which it is intended would be embraced under the category of 'Force Majeure'. It is intended that this appeals process should be limited to circumstances which are deemed unforeseeable and unavoidable. In all these examples, each case would have to be considered on its own merits:
Club Income: In the event that a club suffers material adverse effects upon the loss of anticipated income streams which mean that it is unable to meet its liabilities as and when they fall due. This could only be grounds for appeal, however, if the loss occurs during the currency of a binding agreement (i.e. not upon expiry).
Default by another Club: In circumstances where an insolvency event is caused by the default of another football club. Once again, however, for this to constitute legitimate grounds for appeal, the outstanding payments must be significant enough to have had a material and adverse effect upon the Club.
12.3.1 If any Club becomes subject to or suffers an Insolvency Event, that Club shall be deducted 10 points.
12.3.2 If a Group Undertaking of a Club becomes subject to or suffers an Insolvency Event, then the Board shall have the power to impose upon the Club a deduction of 10 points scored or to be scored in the League Competition. In exercising this power the Board shall have regard to all the circumstances of the case and to:
(a) such of the provisions of the Insolvency Act, the Competition Act 1998 and the Enterprise Act 2002 as are relevant and then in force;
(b) the need to protect the integrity and continuity of the League Competition;
(c) the reputation of The League and the need to promote the game of association football generally; and
(d) the relationship between the Club and the Group Undertaking.
12.3.3 Subject to the provisions of Regulation 12.3.4 below, where the Club becomes subject to or suffers an Insolvency Event, or the Board impose a deduction in accordance with Regulation 12.3.2:
(a) during the Normal Playing Season but prior to 5.00pm on the fourth Thursday in March, the points deduction shall apply immediately;
(b) during the Normal Playing Season but after 5.00pm on the fourth Thursday in March, Regulation 12.3.4 shall apply; and
(c) outside the Normal Playing Season, the points deduction shall apply in respect of the following Season such that the Club starts that Season on minus 10 points (including in the Football Conference if appropriate).
12.3.4 Where the circumstances set out in Regulation 12.3.3(b) apply and at the end of that Season, having regard to the number of championship points awarded (ignoring any potential deduction):
(a) the Club would be relegated in accordance with Regulation 10.1.2(b) or 7.3, the points deduction will apply in the next following Season (including in the Football Conference if appropriate); or
(b) the Club would not be relegated as aforesaid, the points deduction will apply in that Season and Regulation 10.1.2(b) or 7.3 will then apply (if appropriate) following imposition of the points deduction.
12.3.5 For the avoidance of doubt, where a Club and/or Group Undertaking is subject to more than one of the procedures in Regulation 12.3.1 above during a process of compromising creditors (for example Administration followed by a Company Voluntary Arrangement), the Club shall only be deducted one set of 10 points, such deduction to apply with effect from the first Insolvency Event.
12.3.6 If:
(a) any club relegated to The League from The Premier League (in accordance with the Rules of The Premier League) (a 'Relegated Club') whilst it was a member of The Premier League became subject to or suffered an Insolvency Event at any time following the end of the season (as defined in the Rules of The Premier League) but before the Relegated Club becomes a member of The League, then that Relegated Club, upon being accepted as a member of The League in accordance with Regulations 7.4 and 10.1 shall suffer a deduction of 10 points in the League Competition, such points deduction to apply in respect of the following Season such that the Club starts that Season in The Championship on minus 10 points;
(b) any Group Undertaking of a Relegated Club, whilst the Relegated Club was a member of The Premier League, became subject to or suffered an Insolvency Event at any time following the end of the season (season being as defined in the Rules of The Premier League) but before the Relegated Club becomes a member of The League, then the Board shall have the power to impose upon that Relegated Club, upon being accepted as a member of The League in accordance with Regulations 7.4 and 10.1, a deduction of 10 points in the League Competition. In exercising this power the Board shall have regard to all the circumstances of the case and the matters set out in Regulation 12.3.2. Where the Board impose a deduction in accordance with this Regulation, the Relegated Club shall suffer a deduction of 10 points in the League Competition, such points deduction to apply in respect of the following Season such that the Club starts that Season in The Championship on minus 10 points.
12.3.7 If:
(a) any club promoted to The League from the Football Conference (in accordance with the rules of the Football Conference and these Regulations) (a 'Promoted Club') became subject to or suffered an Insolvency Event whilst it was a member of the Football Conference and the circumstances set out in Rules 14.2.3 of the Rules of the Football Conference apply then that Promoted Club, on becoming a Club, shall suffer a deduction of 10 points in respect of that Club's first Season in The League such that the Club starts the Season in League Two on minus 10 points;
(b) any Group Undertaking of a Promoted Club, whilst the Promoted Club was a member of The Football Conference, became subject to or suffered an Insolvency Event whilst it was a member of the Football Conference and the circumstances set out in Rule 14.2.3 of the Rules of the Football Conference apply, but before the Promoted Club becomes a member of The League, then the Board shall have the power to impose upon that Promoted Club, upon being accepted as a member of The League in accordance with Regulations 7.4 and 10.1, a deduction of 10 points scored or to be scored in the League Competition. In exercising this power the Board shall have regard to all the circumstances of the case and the matters set out in Regulation 12.3.2. Where the Board imposes a deduction in accordance with this Regulation, the Promoted Club shall suffer a deduction of 10 points in the League Competition in respect of that Club's first Season in The League such that the Club starts the Season in League Two on minus 10 points.
12.3.8 For the purpose of this Regulation 12.3:
(a) where an Insolvency Event is taken or suffered other than on a Business Day (as defined by the Insolvency Rules 1986 as amended from time to time) then for the purposes of determining the timing of any points deduction only the Insolvency Event will be deemed to have occurred on the immediately preceding Business Day; and
(b) if a Company Voluntary Arrangement is approved, then approval of that Company Voluntary Arrangement shall be deemed to have been given at the date of the first meeting of creditors called to consider that Company Voluntary Arrangement, and not the date of any adjourned meeting of creditors or the meeting of shareholders.
12.3.9 The League shall serve the Club with written notice of the points deduction (the 'Notice'). Article 82 shall apply as to the timing of receipt of such Notice.
12.3.10 A Club may appeal:
(a) against a decision of the Board to impose a points deduction arising from an Insolvency Event of a Group Undertaking under Regulation 12.3.2; and/or
(b) against an automatic deduction of points imposed where a Club, Premier League club or Football Conference Club suffers an Insolvency Event under Regulations 12.3.1, 12.3.6 or 12.3.7 respectively, but only on the ground that the relevant Insolvency Event(s) arose solely as a result of a Force Majeure event ('Appeal').
12.3.11 For the purposes of this Regulation 12.3, a 'Force Majeure' event shall be an event that, having regard to all of the circumstances, was caused by and resulted directly from circumstances, other than normal business risks, over which the Club and/or Group Undertaking (as the case may be) could not reasonably be expected to have control and its Officials had used all due diligence to avoid the happening of that event.
12.3.12 Any Appeal must be in writing and be received by The League at its registered office no later than 7 days after The League serves the Notice. The Appeal must contain a statement setting out the grounds of appeal and provide copies of any documentation upon which the Club intends to rely in support of the Appeal.
12.3.13 The Club must also lodge with the Executive, at the same time as the Appeal, a deposit of £5,000 in respect of the costs of the Appeal.
12.3.14 Upon receipt of the Appeal the Executive shall refer the matter to a Sporting Sanctions Appeal Panel (the 'SSAP') by delivering to the Chartered Institute of Arbitrators (or such other body as the Board may from time to time determine) five copies of the Appeal documents.
12.3.15 The SSAP shall consist of three Arbitrators, one of whom must be a barrister of at least 5 years call who will act as Chairman of the SSAP, each to be appointed by the Chartered Institute of Arbitrators (or such other body as the Board may from time to time determine).
12.3.16 The League shall, immediately upon receipt of the Appeal, instruct a firm of independent accountants to carry out a review of the activities of the Club and/or any Group Undertaking for the purposes of preparing an independent report into the circumstances surrounding and leading up to the relevant Insolvency Event(s). The Club shall meet the costs of preparation of that report in any event. The report shall be provided to the Club, the SSAP and The League. The SSAP shall take into account the contents of that report when determining whether the insolvency proceedings arose solely as a result of a Force Majeure event.
12.3.17 Both the Club and The League shall be entitled to make representations to the SSAP. The SSAP shall hear any appeal within 21 days of the lodgement of the Appeal.
12.3.18 The Club shall bear the burden of proof in relation to the matters set out in the Appeal on the balance of probabilities.
12.3.19 The SSAP shall have the power to:
(a) confirm the deduction of ten points; or
(b) set aside the deduction of ten points and substitute a deduction of such lower number of points as it shall deem appropriate; or
(c) order that there shall be no sanction at all.
12.3.20 The decision of the SSAP shall be final and binding. If the members of the SSAP are not unanimous the decision of the majority of them shall prevail. The SSAP shall give written reasons for its decision.
12.3.21 Any costs incurred by any party in proceedings brought before the SSAP shall be met by the Club in any event and shall be considered as a sum due to The League for the purposes of Article 80.
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