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
|
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