Friday, March 22, 2013

Volunteers please thank you


Please print off and fill out the form below if you would like to help but were unable to make the meeting this week



Call for Volunteers to help with The Village Stores

If you feel that you could offer some time to assist in serving in the shop or offer some special skill prior and during the shop opening hours the committee would love to hear from you. We have some volunteers already but we can never have enough.
We are also looking for an accountant, a book keeper, treasurer, a secretary.
            If you can help please fill in this form and drop it through the shop letter box or to 28 Gardenfields , Tim Goodbody at The Vicarage.

Name ...................................................................................................
Address.................................................................................................
Tel.........................................................................................................
Email.....................................................................................................
How you could help..............................................................................
..............................................................................................................
..............................................................................................................

Peter Hall   hallpjf@compuserve.com
Tel.  01371856682

Monday, March 18, 2013

Draft Details of the Share Offer



COMMUNITY SHARE OFFER                                                            
If you would like Stebbing to have a thriving village shop there are 3 ways you can help:        

1.         By subscribing for shares in this Share Offer
2.         By volunteering your time and skills to work in the shop
3.         By continuing to use the shop - we promise to give you plenty of reasons to spend a little more.                                                                                        
                                                                                                                

·      Share Offer target                                   £30,000            
·      Minimum investment                                     £50                    
·      Public meeting                      Monday 18th March              
·      Closing Date for Share Offer       30th April 2013              


Thank you for your support


Tuesday, March 12, 2013

The Rules we are using to set up the Community shop




Model Rules for Community Ownership

Rules sponsored by the Plunkett Foundation
Cobbetts LLP
58 Mosley Street
Manchester
M2 3HZ


Name
1.1           The society is called Stebbing Village Stores and it is called “the Society” in these Rules.
Registration
1.2           The Society is registered under the law as a society for the benefit of the community with the Financial Services Authority.  Its registered office is 28, Gardenfields, Stebbing, Great Dunmow, Essex, CM6 3RG
Why the Society exists
1.3           The Society exists in order to carry on business for the benefit of the community.  This is the Society’s Purpose.
Commitments
1.4           The Society is committed to:
1.4.1               trading for the benefit of the community, and not for anyone’s private benefit;
1.4.2               retaining profits and applying them to achieve the Society’s Purpose.
Governing documents
1.5           These Rules set out the way in which the Society is owned, organised and governed.
1.6           In addition to the Rules, the Management Committee may make other provisions concerning how the Society operates, such as a code of conduct for the Management Committee.  Such provisions must not be inconsistent with the Rules.
1.7           In the Rules
1.7.1               words starting with a capital letter (like Rules) refer to something specific, and the Appendix at the end of the Rules identifies the rule which makes this apparent; and
1.7.2               words which are highlighted in italics (like partner) have a special meaning and the Appendix lists all of these words and explains what they mean.

Overview
2.1           The Society has Members, a Management Committee, and a Secretary. 
Members
2.2           Membership is the means by which the Society is owned by the community. Membership provides Members with access to information, a voice in the Society, and the opportunity to be elected to a representative role in its governance.
Information
2.3           Members are entitled to receive information about the Society and its business, as provided in the Rules.
Voice
2.4           Members have a voice in the Society’s affairs as provided in the Rules, by
2.4.1               attending, speaking and submitting motions to be considered at Members Meetings;
2.4.2               voting at Members Meetings;
2.4.3               electing representatives to the Management Committee.
Representation
2.5           Subject to qualification criteria, Members may stand for election to the Management Committee.
Management Committee 
2.6           Subject to the Rules, the Management Committee manages the affairs of the Society and may exercise all of its powers.
2.7           The Management Committee is collectively responsible for everything done by or in the name of the Society, but on that basis it may
2.7.1               employ a manager or any other staff it considers to be necessary and appropriate;
2.7.2               delegate to any employee responsibility for day-to-day management of some or all of the Society’s business;
2.7.3               authorise members of the Management Committee to deal with specific matters;
2.7.4               make use of the services of volunteers.
2.8           The Management Committee may, with the approval of a resolution of the Members at a Members Meeting, arrange for the management of the business of the Society to be carried out by a third party.
Secretary
2.9           The Secretary is secretary to the Society, and acts as secretary to the Management Committee.  

3.1           The Society shall encourage people to become Members, and to that end, the Management Committee shall
3.1.1               maintain a Membership Strategy for that purpose;
3.1.2               report to the Members at the Annual Members Meeting on the state of the Society’s membership and on the Membership Strategy.
3.2           The Members of the Society are those whose names are listed in its Register of Members.
3.3           Membership is open to any person (whether an individual, a corporate body or the nominee of an unincorporated organisation) who completes an application for membership in the form required by the Management Committee and:
3.3.1               is over 18 years of age;
3.3.2               supports the Society’s Purpose;
3.3.3               pays for the minimum number of shares required by the Rules;
3.3.4               agrees to pay an annual subscription (if there is one); and
3.3.5               whose application is accepted by the Management Committee.
3.4           The Management Committee may refuse any application for membership at its absolute discretion.
3.5           A Member which is a corporate body shall appoint a representative to attend Members Meetings on its behalf, and otherwise to take part in the affairs of the Society.  Such appointment shall be made in writing, signed on behalf of the governing body of the corporate body.
3.6           The Management Committee may divide Members into constituencies, based on geography, the nature of their interest in the society, or any other relevant factor.  If Members are divided into constituencies:
3.6.1               the Members in each constituency will be able to elect at least one representative from amongst their number to the Management Committee;
3.6.2               no person may be a Member within more than one constituency; and
3.6.3               the Secretary shall make any final decision about the constituency which a Member belongs to.
Cessation of Membership
3.7           A person ceases to be a Member of the Society in the following circumstances:
3.7.1               they resign in writing to the Secretary;
3.7.2               being an individual, they die;
3.7.3               being a corporate body, they cease to exist;
3.7.4               being a nominee of an unincorporated organisation, the organisation replaces them as its nominee;
3.7.5               they are expelled from membership under the Rules;
3.7.6               the Secretary removes them from the Register of Members, after completing procedures approved by the Management Committee on the grounds that:
3.7.6.1               the Society has lost contact with the Member; or
3.7.6.2               the person no longer wishes to continue to be a Member.
3.8           A Member may be expelled by a resolution approved by not less than two-thirds of the members of the Management Committee present and voting at a Management Committee Meeting.  The following procedure is to be adopted.
3.8.1               Any Member may complain to the Secretary that another Member has acted in a way detrimental to the interests of the Society.
3.8.2               If a complaint is made, the Management Committee may itself consider the complaint having taken such steps as it considers appropriate to ensure that each Member’s point of view is heard and may either:
3.8.2.1               dismiss the complaint and take no further action; or
3.8.2.2               for a period not exceeding twelve months suspend the rights of the Member complained of to attend Members Meetings and vote under the Rules;
3.8.2.3               arrange for a resolution to expel the Member complained of to be considered at the next Management Committee Meeting.
3.8.3               If a resolution to expel a member is to be considered at a Management Committee Meeting, details of the complaint must be sent to the Member complained of not less than one calendar month before the meeting with an invitation to answer the complaint and attend the meeting.
3.8.4               At the meeting the Management Committee will consider evidence in support of the complaint and such evidence as the Member complained of may wish to place before them.
3.8.5               If the Member complained of fails to attend the meeting without due cause, the meeting may proceed in their absence.
3.8.6               A person expelled from membership will cease to be a member upon the declaration by the chair of the meeting that the resolution to expel them is carried.
3.9           No person who has been expelled from membership is to be re-admitted except by a resolution carried by the votes of two-thirds of the members of the Management Committee present and voting at a Management Committee Meeting.

4.1           Every year, the Society shall hold an Annual Members Meeting, within six months of the close of the financial year.
4.2           Any other Members Meetings are Special Members Meetings.
4.3           The Management Committee (except where otherwise provided in the Rules) convenes Members Meetings, and decides the date, time and place of any Members Meeting and of any adjourned meeting.
Annual Members Meeting
4.4           The functions of the Annual Members Meeting shall include:
4.4.1               receiving from the Management Committee the Annual Accounts for the previous financial year; a report on the Society’s performance in the previous year, and plans for the current year and the next year;
4.4.2               receiving from the Management Committee a report on the state of the membership and the Membership Strategy;
4.4.3               appointing any financial Auditors, and external Auditors of any other aspect of the performance of the Society;
4.4.4               declaring the results of elections of those who are to serve on the Management Committee.
Special Members Meetings
4.5           Special meetings are to be convened by the Secretary either by order of the Management Committee, or if a written requisition signed by not less than 12 Members or 10% of all Members (whichever is less) is delivered, addressed to the Secretary, at the Society’s registered office.
4.6           Any requisition must state the purpose for which the meeting is to be convened. If the Secretary is not within the United Kingdom or is unwilling to convene a special meeting, any member of the Management Committee may convene a Members’ meeting.
4.7           A special meeting called in response to a Members’ requisition must be held within 28 days of the date on which the requisition is delivered to the registered office. The meeting is not to transact any business other than that set out in the requisition and the notice convening the meeting.
Notice of Society General Meetings
4.8           Notice of a Members Meeting is to be given at least 14 clear days before the date of the meeting, by notice prominently displayed at the registered office, all of the Society’s places of business, and such other places as the Management Committee decides.
4.9           The notice must state whether the meeting is an Annual Members Meeting or Special Members Meeting, give the time, date and place of the meeting, and set out the business to be dealt with at the meeting.
Procedure at Members Meetings
4.10        Members Meetings are open to all Members.  The Management Committee may invite particular individuals or representatives of particular organisations to attend a Members Meeting.
4.11        Before a Members Meeting can do business, a minimum number of Members (a quorum) must be present. Except where these Rules say otherwise a quorum is present if 5 Members or 10% of the Members entitled to vote at the meeting (whichever is greater) are present.
4.12        If no quorum is present within half an hour of the time fixed for the start of the meeting, the meeting shall be dissolved if it has been requisitioned by the Members.  Any other meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such time and place as the Management Committee determine. If a quorum is not present within half an hour of the time fixed for the start of the adjourned meeting, the number of Members present during the meeting is to be a quorum.
4.13        The Chair, or in their absence another member of the Management Committee (to be decided by the members of the Management Committee present), shall chair a Members Meetings. If neither the Chair nor any other member of the Management Committee is present, the Members present shall elect one of their number to be chair.
4.14        The Chair may, with the consent of the meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place. But no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.  No notice of an adjourned meeting needs to be given unless the adjournment is for 21 days or more.
Voting at Members Meetings
4.15        Subject to these Rules and to any Act of Parliament, a resolution put to the vote at a Members Meeting shall, except where a poll is demanded or directed, be decided upon by a show of hands.
4.16        The Management Committee may introduce arrangements for Members to vote by post, or by using electronic communications.
4.17        On a show of hands and on a poll, every Member present is to have one vote. Where postal or electronic voting arrangements have been introduced, every Member who has voted by such method shall also have one vote.  In the case of an equality of votes, the Chair of the meeting is to have a second or casting vote.
4.18        Unless a poll is demanded, the Chair of the meeting will declare the result of any vote, which will be entered in the minute book. The minute book will be conclusive evidence of the result of the vote.
4.19        A poll may be directed by the Chair of the meeting or demanded, either before or immediately after a vote by show of hands, by not less than one-tenth of the Members present at the meeting.  The chair of the meeting shall decide how a poll is taken.
4.20        Unless these Rules or an Act of Parliament say otherwise, all resolutions are to be decided by a simple majority of the votes cast.
4.21        A resolution in writing signed by all the Members for the time being entitled to vote at a Members Meeting shall be valid and effective as if it had been passed at a Members Meeting duly convened and held.  Such a resolution may consist of several documents in the same form each signed by one or more Members.

5               MANAGEMENT COMMITTEE
Composition of the Management Committee
5.1           The Management Committee shall comprise not less than 4 and not more than 12 persons, who shall mainly be elected by and from the Members.  Not more than one quarter of the Management Committee may comprise persons co-opted by the Management Committee.
5.2           If Members are divided into constituencies, the Management Committee shall include persons elected by and from the Members in each constituency, and the Management Committee shall strive to ensure that its composition appropriately reflects the various constituencies.
5.3           If the size of the Management Committee falls below 4, it may act for the purpose of calling a Members Meeting the business of which shall include the election of new members to the Management Committee, but not for any other purpose.
Elections, appointments and removals
5.4           Elected members of the Management Committee hold office for a period commencing immediately after the Members Meeting at which their election is declared, and ending at the conclusion of the third Annual Members Meeting after that. 
5.5           Co-opted members of the Management Committee serve until the next Annual Members Meeting.
5.6           A person retiring from office shall be eligible for re-election or re-appointment.
5.7           Elections shall be carried out in accordance with procedures determined by the Management Committee.
5.8           Only a Member over the statutory minimum age may be elected or appointed to serve on the Management Committee.
5.9           The Management Committee will adopt a code of conduct, and every member of the Management Committee must comply with the terms of such code of conduct.
5.10        A member of the Management Committee shall immediately vacate their office if they:
5.10.1            resign their office in writing to the Secretary;
5.10.2            cease to be a Member;
5.10.3            become bankrupt or subject to a disqualification order made under the Company Directors Disqualification Act 1986
5.10.4            are removed from office by a resolution passed by a two-thirds majority of those voting at a meeting of the Management Committee, on the grounds that in the opinion of the Management Committee, they are in serious breach of the Management Committee’s code of conduct and it is not in the interests of the Society that they should continue in office.
5.11        The Management Committee shall elect from amongst themselves a Chair, a Vice-Chair, and a Treasurer.  These officers shall have such functions as the Rules or the Management Committee specify, and they shall serve until they are removed or replaced by the Management Committee, or until they resign.
Meetings of the Management Committee
5.12        The Management Committee shall hold such meetings as it considers appropriate to discharge its roles and responsibilities.
5.13        Every meeting of the Management Committee shall be chaired by the Chair, or in their absence the Vice-Chair, or in their absence another member of the Management Committee chosen by those present.
5.14        Three members of the Management Committee shall comprise a quorum.
5.15        Members of the Management Committee may be counted in the quorum, participate in and vote at meetings of the Management Committee by telephone, video or other electronic means.
5.16        Unless the Rules provide otherwise, every question at meetings of the Management Committee shall be decided by a majority of votes.  Each member of the Management Committee shall have one vote, and in the event of a tied vote, the chair of the meeting shall have a second or casting vote.
5.17        A resolution signed by all the members of the Management Committee has the same effect as a resolution validly passed at a meeting of the Management Committee. Each member of the Management Committee may sign a separate copy of the resolution and send a signed copy to the Secretary by email or other electronic means.
Disclosure of Interests
5.18        A member of the Management Committee shall declare an interest and shall not vote in respect of any matter in which they, or their spouse or partner, have a personal financial or other material interest.  If they do vote, their vote shall not be counted.
Remuneration
5.19        Members of the Management Committee are not entitled to any remuneration, but they may be reimbursed for reasonable expenses incurred in connection with the Society’s business.
5.20        The Management Committee appoints and may remove the Secretary, and decides the terms of the appointment and whether any remuneration is to be paid.
5.21        A person does not have to be a Member in order to be appointed Secretary, and a member of the Management Committee may be appointed Secretary.  However a person employed to carry out other services may not be appointed Secretary.
5.22        The Secretary
5.22.1            has the functions set out in the Rules and any other functions which the Management Committee assigns;
5.22.2            acts as Returning Officer at and is responsible for the conduct of all elections described in the Rules;
5.22.3            has absolute discretion to decide any issue or question which the Rules require the Secretary to decide.

6               REPORTING
Preparation of Accounts
6.1           In respect of each year of account, the Management Committee shall cause Annual Accounts to be prepared which shall include:
6.1.1               a revenue account or revenue accounts which singly or together deal with the affairs of the Society as a whole for that year and which give a true and fair view of the income and expenditure of the Society for that year; and
6.1.2               a balance sheet giving a true and fair view as at the date thereof of the state of the affairs of the Society.
Auditors and Audit
6.2           At each Annual Members Meeting where, as a result of the provisions of the Deregulation (Industrial and Provident Societies) Order 1996, the Society has the power to decide not to appoint an Auditor or Auditors to audit its Annual Accounts, a resolution shall be put to the Members to decide whether or not they wish to exercise the power.
6.3           Where required by law or the decision of the Members, the Society shall appoint in each year a qualified Auditor or Auditors to be the Auditors, and the following provisions shall apply to them.
6.3.1               The accounts of the Society for that year shall be submitted to them for audit as required by the law.
6.3.2               They shall have all the rights and duties in relation to notice of, and attendance and right of audience at Members Meetings, access to books, the supply of information, reporting on accounts and otherwise, as are provided by the law.
6.3.3               Except where provided in the Rules, they are appointed by the Annual Members Meeting, and the provisions of the law shall apply to the re-appointment and removal and to any resolution removing, or appointing another person in their place.
6.3.4               Their remuneration shall be fixed by the Annual Members Meeting or in such way as it decides.
6.4           The Management Committee may fill any casual vacancy in the office of Auditor until the next following Members Meeting.
Presentation of Accounts
6.5           The Management Committee shall present the Annual Accounts and reports of the business and affairs of the Society to the Annual Members Meetings.
6.6           The Management Committee shall lay Annual Accounts before the Annual Members Meeting showing respectively the income and expenditure for and the state of the affairs of the Society as at the end of the Society’s most recent financial year (or of such other period as the Management Committee may decide).
Publication of Accounts and Balance Sheets
6.7           Subject to the law, the Management Committee must not cause to be published any revenue account or balance sheet unless it has previously been audited by the Auditors. Every revenue account and balance sheet published must be signed by the Secretary and by two Directors acting on behalf of the Management Committee.
Copy of Balance Sheet to be Displayed
6.8           The Society must keep a copy of the last balance sheet for the time being, together with the report of the Auditors, always displayed in a conspicuous place at its registered office.
Annual Return to be sent to Financial Services Authority
6.9           The Society must, within the time allowed by legislation in each year, send to the Financial Services Authority a general statement in the prescribed form, called the annual return, relating to its affairs during the period covered by the return, together with a copy of:
6.9.1               the Society’s financial statements for the period included in the return; and
6.9.2               the report of the Auditors thereon
and the most recent annual return of the Society shall be made available to any Member by the Secretary on request in writing free of charge.

Alterations to Rules
7.1           No new rule shall be made, nor shall any of the Rules be amended, unless it is approved by a two-thirds majority of the votes cast at a Special Members Meeting.
7.2           Notice of such a Special Members Meeting shall specify the rules to be amended, and set out the terms of all amendments or new rules proposed.
7.3           No amendment to any of the Rules and no new rule shall be valid until registered.
7.4           The Management Committee may change the situation of the Society’s registered office. The Society will send notice of any such change to the Financial Services Authority.
Restriction on use
7.5           Pursuant to regulations made under section 1 of the Co-operatives and Community Benefit Societies Act 2003:
7.5.1               All of the Society's assets are subject to a restriction on their use.
7.5.2               The Society must not use or deal with its assets except:
7.5.2.1               where the use or dealing is, directly or indirectly, for a purpose that is for the benefit of the community;
7.5.2.2               to pay a Member of the Society the value of their withdrawable share capital or interest on such capital;
7.5.2.3               to make a payment pursuant to section 24 (proceedings on death of nominator), 25 (provision for intestacy) or 26 (payments in respect of mentally incapable persons) of the Industrial and Provident Societies Act 1965;
7.5.2.4               to make a payment in accordance with the Rules of the Society to trustees of the property of bankrupt Members or, in Scotland, Members whose estate has been sequestrated;
7.5.2.5               where the Society is to be dissolved or wound up, to pay its creditors; or
7.5.2.6               to transfer its assets to one or more of the following:
(a)            a prescribed community benefit society whose assets have been made subject to a restriction on use and which will apply that restriction to any assets so transferred;
(b)            a community interest company;
(c)            a registered social landlord which has a restriction on the use of its assets which is equivalent to a restriction on use and which will apply that restriction to any assets so transferred;
(d)            a charity (including a community benefit society that is a charity); or
(e)            a body, established in Northern Ireland or a State other than the United Kingdom, that is equivalent to any of those persons.
7.5.3               Any expression used in this Rule which is defined for the purposes of regulations made under section 1 of the 2003 Act shall have the meaning given by those regulations.
Transfers of Engagements
7.6           The Society may, by special resolution passed at a Special Members Meeting in accordance with the Rules and in the way required by the law, amalgamate with or transfer its engagements to any society or convert itself into a company.  Nothing in this Rule shall entitle the Society to amalgamate with, transfer its engagements to or convert itself into a type of body that is not listed in Rule 7.5.2.6.
7.7           The Society may also accept a transfer of engagements and assets from any society by resolution of the Management Committee or of a Members Meeting, as the Management Committee shall decide.
Dissolution
7.8           The Society may be dissolved by an Instrument of Dissolution or by winding up in the way required by the law.  If on the solvent dissolution or winding up of the Society there remain, after the satisfaction of all its debts and liabilities and the repayment of the paid-up share capital, any assets whatsoever, such assets shall be transferred in accordance with the provisions above headed “Restrictions on use”. 
7.9           Subject to those provisions, such assets shall be transferred to one or more societies chosen by the Members at a Members Meeting, which may include any society established by the Plunkett Foundation for the purpose of the creation, promotion and development of community-owned enterprises.




8               Share Capital (version a)
8.1           The Society has shares of £10 each, which are withdrawable subject to any terms imposed by the Management Committee, but are not transferable except on death or bankruptcy.
8.2           Every member holds at least one share, which shall be allotted and paid for on admission to membership.
8.3           Members may apply for further shares, subject to any maximum specified by the law.
8.4           Shares do not carry any right to interest, dividend or bonus.
8.5           On cessation of membership for whatever reason, if a Member holds not more than ten shares, the shares shall be forfeited and cancelled, and the amount paid-up shall become the property of the Society.
8.6           The Management Committee may decide to suspend the right to withdraw shares, and it may decide to do this wholly or in part, and either indefinitely or for a fixed period.
Purpose, objects and powers
9.1           The Society’s Purpose is to carry on business for the benefit of the community.  
9.2           The Objects of the Society are, in accordance with its Purpose:
9.2.1               to carry on the business of dealing in, producing, creating, supplying and providing, property, goods and services of all kinds; and
9.2.2               to engage, as principals or agents, in any other business, trade, industry or activity which seems to the Society directly or indirectly conducive to carrying out the above objects.
9.3           The Society has the power to do anything which appears to it to be necessary or desirable for the purposes of or in connection with its Objects.
9.4           In particular it may:
9.4.1               acquire and dispose of property;
9.4.2               enter into contracts;
9.4.3               employ staff;
9.4.4               make use of the services of volunteers;
9.4.5               receive donations or loans free of interest for its Objects.
9.5           Any power of the Society to pay remuneration and allowances to any person includes the power to make arrangements for providing, or securing the provision of pensions or gratuities (including those payable by way of compensation for loss of employment or loss or reduction of pay).
9.6           The Society shall not accept deposits.
Borrowing
9.7           Subject to the approval of the Management Committee, the Society may borrow money for the purposes of or in connection with its Objects, including the issuing of loan stock, subject to a limit of £250,000 (two hundred and fifty thousand pounds).
Investments
9.8           Subject to any restriction imposed by resolution of any Members Meeting, the Management Committee may invest any part of the capital and funds of the Society in any manner which the Management Committee may from time to time determine.
Books of Account
9.9           The Management Committee shall cause to be kept proper books of account with respect to the transactions of the Society, its assets and liabilities, and shall establish and maintain a satisfactory system of control of the books of account, the cash holdings and all receipts and remittances of the Society in accordance with the law.
Treatment of Net Surplus
9.10        The profits or surpluses of the Society shall not be distributed either directly or indirectly in any way whatsoever among Members, but shall be applied:
9.10.1            to maintain prudent reserves;
9.10.2            on expenditure in carrying out the Society’s Objects.
Minutes
9.11        The Management Committee shall cause proper minutes to be made of all Members Meetings, meetings of the Management Committee and of any sub-committees.  All such minutes shall be open to inspection by any Member at all reasonable times.
Settlement of Disputes
9.12        Any dispute, between the Society or an officer of the Society on the one hand and a Member or a person who has for not more than six months ceased to be a Member on the other hand, as to the interpretation of or arising out of the Rules shall (except as otherwise provided in the Rules) be referred, in default of agreement between the parties to the dispute, to a person appointed by the President of the Chartered Institute of Arbitrators, on application by any of the parties. The person so appointed shall act as sole arbitrator in accordance with the Arbitration Act 1996 and such person’s decision shall (including any decision as to the costs of the arbitration) be final.
Register of Members
9.13        The Society shall keep at its registered office a register of Members as required by the law. Any Member wishing to inspect the register (or any part of it) shall provide the Society with not less than 14 days’ prior notice given in writing  to the Secretary at the Society’s registered office.
Copies of Rules and Regulations
9.14        The Secretary will provide a copy of the Rules to any person who demands it, and may charge a sum (not exceeding the maximum allowed by the law) for providing such a copy.
Directors’ and Officers’ Indemnity
9.15        Members of the Management Committee and the Secretary who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their functions, save where they have acted recklessly.  Any costs arising in this way will be met by the Society. The Society may purchase and maintain insurance against this liability for its own benefit and for the benefit of members of the Management Committee and the Secretary.
Deceased and bankrupt members
9.16        Upon a claim being made by the personal representative of a deceased Member or the trustee in bankruptcy of a bankrupt Member, any property to which the personal representative or trustee in bankruptcy has become entitled may be used as the personal representative or trustee in bankruptcy may direct.
9.17        A Member may in accordance with the law nominate any person or persons to whom any of their property in the Society at the time of their death shall be transferred, but such nomination shall only be valid to the extent for the time being provided by the law.  On receiving satisfactory proof of the death of a Member who has made a nomination the Society shall, in accordance with the law, either transfer or pay the full amount of such property to the person so nominated.
10.1        The first Members of the Society shall be those who signed the application for registration.
10.2        The first Members shall appoint the first Management Committee who shall serve until the first Annual Members Meeting.
10.3        At the conclusion of the first Annual Members Meeting, all the members of the first Management Committee shall retire. 
10.4        Those elected to replace them as members of the Management Committee shall take office immediately after the conclusion of the first Annual Members Meeting, and the following provisions shall apply to them.
10.4.1            One third of those so elected, who obtained the highest number of votes, shall serve until the conclusion of the fourth Annual Members Meeting. 
10.4.2            One third who obtained the next highest number of votes shall serve until the conclusion of the third Annual Members Meeting. 
10.4.3            The remainder of those elected shall serve until the conclusion of the second Annual Members Meeting.

11            Transition provisions
11.1        If these model rules are adopted on a complete amendment of rules, the following provisions shall apply.
11.2        Those holding office as elected members of the Management Committee immediately prior to the adoption of these model rules shall continue in office until the next Annual Members Meeting, and the following will then apply:
11.2.1            if, under the rules applying before the adoption of these model rules, members of the Management Committee were elected for a three year term of office, then the elected members of the Management Committee shall serve out the term of office for which they had been elected;
11.2.2            if, under the rules applying before the adoption of these model rules, members of the Management Committee were elected for any other term of office, all elected members of the Management Committee shall retire from office at the conclusion of the next Annual Members Meeting; elections shall be held before the Annual Members Meeting to fill the vacancies arising; and the following provisions shall apply:
11.2.2.1            one third of those elected, who polled the highest number of votes, shall serve a three year term of office ending at the conclusion of the fourth Annual Members Meeting following the adoption of these model rules;
11.2.2.2            one third of those elected, who polled the next highest number of votes, shall serve a two year term of office ending at the conclusion of the third Annual Members Meeting following the adoption of these model rules;
11.2.2.3            the remainder of those elected, who polled the lowest number of votes, shall serve a one year term of office ending at the conclusion of the second Annual Members Meeting following the adoption of these model rules.
11.3        Those holding office as Chair, Vice-chair, and Treasurer immediately prior to the adoption of these model rules shall continue in office until the first meeting of the Management Committee after the next Annual Members Meeting.  At the commencement of that Management Committee meeting, they shall retire from office and the Management Committee shall elect a Chair, Vice-chair and Treasurer.
11.4        The person holding office as Secretary immediately prior to the adoption of these model rules shall continue in office unless or until replaced by the Management Committee.


APPENDIX
1               The Rules should be read and understood on the basis of what is set out below.
2               Words in the singular include the plural, and words in the plural include the singular.
3               Any reference to legislation includes any subsequent enactments, amendments and modifications, or any subordinate legislation.
4               The section, rule and paragraph headings are inserted for convenience only and shall not affect the interpretation of the Rules.
5               The following words and phrases have the special meaning set out below.

“company”
a company registered with limited liability under the Companies Act 2006 or any previous Companies Act, or under any law of the country where it is situate whereby it acquires the right of trading as a body corporate with limited liability

“Financial Services Authority”

Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS
“partner”
a person living with another in the same household as a couple, irrespective of their sex or sexual orientation

“Plunkett Foundation”

Plunkett Foundation, The Quadrangle, Woodstock, Oxfordshire, OX20 1LH
“society”
a society registered with limited liability under the Industrial and Provident Societies Act 1965 or under any law of the country where it is situate whereby it acquires the right of trading as a body corporate with limited liability

6               The following words or phrases are introduced in the rule specified in each case. 
Words or Phrases
Rule
Annual Members Meeting
4.1
Annual Accounts
6.1
Appendix
1.7.1
Auditor
6.2
Chair
5.11
Management Committee
2.1
Member
2.1
Members Meeting
4
Membership Strategy
3.1.1
Objects
9.2
Purpose
1.3
Register of Members
3.2
Rules
1.1
Secretary
2.1
Society
1.1
Special Members Meeting
4.2
Treasurer
5.11
Vice-chair
5.11