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Resounding EGM Vote Confirms EFL Mandatory Articles Passed

1 July 2022

Rochdale Association Football Club is delighted to confirm that following an Extraordinary General Meeting held on 30 June 2022, shareholders have unanimously approved a special resolution passing the EFL Mandatory Articles bringing them into the club’s Articles of Association.

In a packed shareholder meeting held at the Ratcliffe Suite of the Crown Oil Arena, 100% of votes were in favour of passing the EFL Mandatory Articles resolution.  The required threshold to pass the special resolution of 75% was easily achieved.   

The requirement for EFL Mandatory Articles to be introduced by all EFL member clubs was confirmed at the EFL Annual General Meeting held on 10 June 2022. Each EFL member club has been given three months from that date to make the required amendments to their own Articles of Association.  

Rochdale Association Football Club as a fan owned and fan-led club is delighted to be amongst the first tranche of EFL member clubs to complete this mandatory requirement as set out by the EFL as a competition organiser, member organisation and football regulator and just 20 days after being required to do so.

The EFL Mandatory Articles, which now legally form part of the Club’s complete Articles of Association, mandate that any current or future Directors or Board of Rochdale Association Football Club may refuse to register the transfer of any share in circumstances where:

  1. the EFL has not confirmed its consent to the acquisition of Control;
  2. the EFL has not confirmed that that such Person is not liable to be disqualified;
  3. if registering the transfer of any share would cause the Club to breach any other equivalent rule or regulation of another body such as the Premier League or the Football Association.

The passing of the EFL Mandatory Articles resolution is relevant to ongoing matters concerning unresolved share transfers in Rochdale Association Football Club.

On 30 June 2021, a Club Statement noted that the club had become aware of a group or individuals who were attempting to buy shares from shareholders with a takeover in mind.    

On 16 August 2021, in accordance with its Regulations, the EFL issued notice to multiple individuals of the commencement of disciplinary investigations in respect to the acquisition of shares in Rochdale Association Football Club.

On 16 March 2022 following the conclusion of the EFL investigation into the acquisition of shares in Rochdale AFC by Morton House, the EFL has charged the Club and a number of other individuals with alleged breaches of EFL Regulations.  The club has previously confirmed that no current Board Director or current employee is subject to any EFL charges.

The club continues to fully co-operate with the EFL at every stage, including achieving full compliance with these Mandatory Articles which are now in force and therefore will not register the transfer of any share in the club in circumstances unless the EFL has previously provided the necessary confirmations as is set out in the EFL Mandatory Articles and relevant EFL rules.

Simon Gauge, Rochdale AFC Chairman commented:

“As a member Club of the EFL, we are duty bound to comply with all EFL rules and regulations and I am delighted that shareholders turned out in significant numbers and then voted unanimously in favour of the EFL Mandatory Articles.

“We have confirmed to the EFL that their Mandatory Articles have been passed as required and are now incorporated in the Club’s Articles of Association following the AGM on 10th June 2022 and we continue to co-operate with the EFL fully and openly on all open matters.

“Further comment will be made only when it is appropriate to do so.”


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