View source for Rules

Freegle Limited was registered with the FCA[https://mutuals.fsa.gov.uk/SocietyDetails.aspx?Number=32410&Suffix=R] 3rd June 2014, registration no. 32410R

==Rule 1: NAME==

1.     The name of the society shall be Freegle Limited.

==Rule 2: REGISTERED OFFICE==

2.     The registered office of the society shall be at 4 Welbeck Close, Burgess Hill, West Sussex,RH15 0AU

==Rule 3: INTERPRETATIONS==

3. In these rules:

''"Address"'' means a postal address or, for the purposes of electronic communication, a fax number, email address or telephone number for receiving text messages;

''"the Act"'' refers to the Industrial and Provident Societies Act 1965 or any Act or Acts amending or in substitution of it or them for the time being in force;

''"Auditor"'' means a person eligible for appointment as a company auditor under section 25 of the Companies Act 1989;

''"The Board of Directors"'' or ''"Board"'' means all those persons appointed to perform the duties of directors of the society;

''"Board Meeting"'' includes, except where inconsistent with any legal obligation a physical meeting, a meeting held by electronic means and a meeting held by telephone;

''"Clear Days"'' in relation to the period of notice does not include the day on which the meeting is to be held and the day on which the notice is handed to someone or left at their Address, or the day on which it is sent, is in the process of being sent and is
assumed to be delivered;
''
"Connected"'' means the spouse, civil partner, child, step-child, parent,
grandparent, grandchild, brother, sister or other person in a relationship with a
director, which may reasonably be regarded as equivalent to such a relationship or
any company or business controlled or managed by a director and includes a trustee
of any trust, the beneficiaries of which include a Connected Person;
''
"Director"'' means a director of the society and includes any person occupying the
position of director, by whatever name called;

''"Document"'' includes, unless otherwise stated, any document sent or supplied in 
electronic form;

''"Electronic Means"'' shall include, for example, email, video links and secure
authenticated website transactions;

''"Extraordinary Resolution"'' means, unless the context requires otherwise, those
decisions requiring an Extraordinary Resolution as detailed under ‘Resolutions’ in 
these rules; 

''"Founder Member"'' means a subscriber to these rules for the purposes of 
registration; 

''"Member"'' has the meaning as detailed under ‘Membership’ in these rules;
''
"Office Holder"'' means a receiver, administrative receiver, liquidator, provisional
liquidator or administrator of a Member of all or substantially all of the Member's 
assets;

''"Officer"'' has the meaning as detailed under ‘Officers’ in these rules;

''"Paper ballot"'' means a ballot of all members by physical or electronic means.

''"Person"'' means, unless the context requires otherwise, a natural person,
unincorporated body, firm, partnership, corporate body or the nominee of an
unincorporated body, firm, partnership or corporate body;

"Registrar" means the Financial Conduct Authority (FCA) or any body that succeeds
its function;

''"Regulations"'' has the meaning as detailed under ‘Regulations’ in these rules;

''"Rules"'' means these Rules;

''"Secretary"'' means any person appointed to perform the duties of the Secretary of the
society; 

''"Show of Hands"'' means a show of hands at a physical meeting or using
electronic means to make a decision at the meeting;

''"Society"'' means the above named society;

''"Transferable"'' means shares that are transferable to another Person who also
qualifies for membership of the Society in accordance with these Rules;

''"Withdrawable"'' means shares with the associated right for the Member to withdraw
and receive in return the value of their shares from the Society.

''"Writing"'' means the representation or reproduction of words, symbols or other
information in a visible form by any method or combination of methods, whether sent
or supplied by Electronic Means or otherwise.

==Rule 4: OBJECTS==

4.     The objects of the Society shall be to carry on any business for the benefit of the
community by

*Promoting the keeping of usable items out of landfill.
*Promoting and supporting local community groups working in the area of reuse.
*Empowering and supporting volunteers working for local Freegle groups.
*Informing and educating the public about environmental matters related to the reuse and recycling of unwanted usable goods.
*Promoting sustainable waste management practices.

==Rule 5: POWERS==

5.     The Society may do all such lawful things as may further the Society's objects and, in 
particular, may borrow or raise funds for any purpose that is beneficial to the Society.

==Rules 6-9: BORROWING==

6.     The Society shall have the power to borrow money from its Members and others in
order to further its objects providing that the amount outstanding at any one time shall 
not exceed £10,000,000.

7.     The Society shall have the power to mortgage or charge any of its property, including
the assets and undertakings of the Society, present and future, and to issue loan 
stock, debentures and other securities for money borrowed or for the performance of
any contracts of the Society or its customers or Persons having dealings with the
Society.

8.     The rate of interest on money borrowed, except on money borrowed by way of bank
loan or overdraft or from a finance house or on mortgage from a building society or 
local authority, shall not exceed 5% per annum or 2% above the Co-operative Bank’s
base rate at the commencement of the loan, whichever is the greater.

9.     The Society may receive from any Person, donations or loans free of interest in order
to further its objects but shall not receive money on deposit.

==Rule 10: FINANCIAL SERVICES AND MARKETS ACT 2000 ACTIVITY==

10.  For the avoidance of doubt the Society shall not engage in any activity by virtue of any
of these Rules that would require a permission from the Registrar to carry on that
activity without first having applied for and obtained such permission.

==Rule 11: INVESTMENT OF FUNDS==

11.  The Society may invest any part of its funds in the manner set out in Section 31 of the
Act.

==Rules 12-21: MEMBERS==

12.  The first Members of the Society will be the Founder Members. The Board may at its 
discretion admit to membership any individual, corporate body or nominee of a
unincorporated body, firm, partnership or corporate body who supports the objects of 
the Society through being an owner, moderator or other volunteer for a Freegle 
affiliated local group or who is a volunteer for the Society who has paid or agreed to pay any
subscription or other sum due in respect of membership for the time being in force.

===Applications for Membership===

13.  No natural person shall be admitted into membership of the Society unless they have
attained the age of 16.  All those wishing to become a Member must support the 
objects of the Society and complete an application for membership which shall include 
an application for at least one share in the Society.  Such an application form must be 
approved by the Directors and the Directors must approve each application for
membership.

14.  A corporate body which is a Member shall by resolution of its governing body appoint 
a representative who may during the continuance of her/his appointment be entitled to
exercise all such rights and powers as the corporate body would exercise if it were an
individual person. Each such corporate body Member shall supply notification in
Writing to the Society of its choice of representative.

===Member Commitment===

15.  All Members agree to participate in general meetings and take an active interest in the
operation and development of the Society and its business. Members have a duty to
respect the confidential nature of the business decisions of the Society.

===Termination of Membership===

16.  A Member shall cease to be a Member of the Society immediately that they:

(a)  Fail to hold the minimum shareholding; or

(b)  Fail to pay the annual subscription (if any) within 3 months of it falling due; or

(b+) Are no longer active as an owner, moderator or volunteer if accepted into membership as such

(c)  Resign in Writing to the Secretary; or 

(d)  Are expelled from membership in accordance with these Rules; or 

(e)  Die, are wound up or go into liquidation.  

===Expulsion from Membership===

17.  A Member may be expelled for conduct prejudicial to the Society by an Extraordinary
Resolution, provided that the grounds for expulsion have been specified in the notices 
calling the meeting and that the Member whose expulsion is to be considered shall be
given the opportunity to make representations to the meeting or, at the option of the
Member, an individual who is there to represent them (who need not be a Member of 
the Society) has been allowed to make representations to the general meeting.  

18.  If on due notice having been served the Member fails to attend the meeting the
meeting may proceed in the Member's absence.  No Member expelled from 
membership shall be re-admitted except by an Extraordinary Resolution.

===Proceedings on Death or Bankruptcy of a Member=== 

19.  Upon a claim being made by:

(a)  The personal representative of a deceased Member; or 

(b)  The trustee in bankruptcy of a Member who is bankrupt; or 

(c)     The Office Holder to any property in the Society belonging to such a Member,
the Society shall transfer or pay property to which the Office Holder has become
entitled as the Office Holder may direct them.

20.  A Member may in accordance with the Act nominate any individual or individuals to
whom any of her/his property in the Society at the time of her/his death shall be
transferred, but such nomination shall only be valid to the extent of the amount for the
time being allowed in the Act. On receiving a satisfactory proof of death of a Member 
who has made a nomination the Society shall, in accordance with the Act, either 
transfer or pay the full value of the property comprised in the nomination to the 
individual or individuals entitled thereunder.

===Share Capital===

21.  The shares of the Society shall be of the nominal value of £1 issued to Persons upon
admission to membership of the Society. The shares shall be fully paid prior to issue, 
and shall be non-Transferable except on death or bankruptcy or (in the case of an
unincorporated organisation or partnership), on a change of nominee(s) and only
to the new nominee(s), nor Withdrawable, shall carry no right to interest, dividend or
bonus, and shall be forfeited and cancelled on cessation of membership from 
whatever cause, and the amount paid up on such cancelled shares shall become the 
property of the Society.  Each Member shall hold one share only in the Society.

==Rules 22-49: GENERAL MEETINGS==

22.  The Society shall, within six months of the end of the financial year, hold a general
meeting of the Members as its annual general meeting and shall specify the meeting
as such in the notice calling it.

23.  The business of an annual general meeting shall comprise, where appropriate:

(a)  The receipt of the accounts and balance sheet and of the reports of the Board 
and Auditor (if any);

(b)  The appointment of an Auditor, if required;

(c)     The election of the Board or the results of the election if held previously by 
ballot;

(d)  The application of profits; 

(e)  The transaction of any other business included in the notice convening the
meeting.

===Calling a General Meeting===

24.  The Secretary, at the request of the Board of Directors may convene a general
meeting of the Society.  The purpose of the general meeting shall be stated in the
notice of the meeting.

25.  The Board of Directors upon an application signed by one-tenth of the total number of
Members, or 100 Members, whichever is the lesser, delivered to the registered office 
of the Society, shall convene a general meeting.  The purpose of the general meeting
shall be stated in the application for and notice of the meeting.  No business other than
that stated in the notice of the meeting shall be conducted at the meeting. 

26.  If within one month from the date of the receipt of the application the Board have not
convened a general meeting to be held within six weeks of the application, any three 
Members of the Society acting on behalf of the signatories to the application may
convene a general meeting, and shall be reimbursed by the Society for any costs
incurred in convening such a meeting.

===Notices===

27.  The Directors shall call the annual general meeting giving 14 Clear Days’ notice to all
Members. All other general meetings shall be convened with at least 14 Clear Days’ 
notice but may be held at shorter notice if so agreed in Writing by 90% of the
Members. 

28.  Notices of meetings shall either be given to Members personally or sent to them at 
their Address or alternatively, if so agreed by the Society in general meeting, notices 
of general meetings may be displayed conspicuously at the registered office and in all
other places of business of the Society to which Members have access.  Notices shall
specify the date, time and place at which the meeting is to be held, and the business
which is to be transacted at that meeting. A general meeting shall not transact any
business other than that specified in the notices calling the meeting.

29.  A notice sent to a Member's Address shall be deemed to have been duly served 48
hours after its posting. The accidental omission to send any notice to or the
non-receipt of any notice by any Person entitled to receive notice shall not invalidate
the proceedings at the meeting. 

30.  All notices shall specify the date, time and place of the meeting along with the general 
nature of business to be conducted and any proposed resolutions.

31.  If the Society has appointed an Auditor in accordance with these Rules they shall be
entitled to attend general meetings of the Society and to receive all notices of and
communications relating to any general meeting which any Member of the Society is
entitled to receive. The Auditor shall be entitled to be heard at any meeting on any part
of the business of the meeting which is of proper concern to an Auditor.

===Quorum===

32.  No business shall be transacted at a general meeting unless a quorum of Members is
present which shall include those Members not present in Person.  Unless amended
by Extraordinary Resolution, a quorum shall be 20 Members or 10% of the membership whichever is smaller, subject to a minimum of
3 Members.

===Chairing General Meetings===

33.  The chairperson of the Society shall facilitate general meetings. If s/he is absent or
unwilling to act at the time any meeting proceeds to business then the Members 
present shall choose one of their number to be the chairperson for that meeting.

===Attendance and Speaking at General Meetings===

34.  A Member is able to exercise the right to speak at a general meeting and is deemed to
be in attendance when that Person is in a position to communicate to all those
attending the meeting. The Directors may make whatever arrangements they consider
appropriate to enable those attending a general meeting to exercise their rights to
speak or vote at it including by Electronic Means. In determining attendance at a
general meeting, it is immaterial whether any two or more Members attending are in
the same place as each other, provided that they are able to communicate with each
other.

35.  The chairperson of the meeting may permit other persons who are not Members of the 
Society to attend and speak at general meetings, without granting any voting rights.

===Adjournment===  

36.  If a quorum is not present within half an hour of the time the general meeting was due
to commence, or if during a meeting a quorum ceases to be present, the chairperson
must adjourn the meeting. If within half an hour of the time the adjourned meeting was 
due to commence a quorum is not present, the Members present shall constitute a
quorum.

37.  The chairperson of a general meeting may adjourn the meeting whilst a quorum is 
present if:

(a)  The meeting consents to that adjournment; or

(b)  It appears to the chairperson that an adjournment is necessary to protect the
safety of any persons attending the meeting or to ensure that the business of the
meeting is conducted in an orderly manner.

38.  The chairperson must adjourn the meeting if directed to do so by the meeting.

39.  When adjourning a meeting the chairperson must specify the date, time and place to
which it will stand adjourned or that the meeting is to continue at a date, time and 
place to be fixed by the Directors.  

40.  If the meeting is adjourned for 14 days or more, at least 7 Clear Days’ notice of the
adjourned meeting shall be given in the same manner as the notice of the original
meeting.  

41.  No business shall be transacted at an adjourned meeting other than business which
could properly have been transacted at the meeting if the adjournment had not taken
place.

===Voting===

42.  A resolution put to the vote at a general meeting shall be decided on a show of hands
unless a paper ballot is demanded in accordance with these Rules.  A declaration by 
the chairperson that a resolution has on a show of hands been carried or lost with an
entry to that effect recorded in the minutes of the general meeting shall be conclusive 
evidence of the result.  Proportions or numbers of votes in favour for or against need
not be recorded.

43.  In the case of an equality of votes, whether on a show of hands or a poll, the
chairperson shall not have a second or casting vote and the resolution shall be
deemed to have been lost.

===Paper Ballot===

44.  A paper ballot on a resolution may be demanded before or on the declaration of the
result of the show of hands by three Members at a general meeting.

45.  If a paper ballot is duly demanded it shall be taken in such a manner as the
chairperson directs, provided that no Member shall have more than one vote, and the
result of the ballot shall be deemed to be the resolution of the meeting at which the
ballot was demanded.

46.  The demand for a paper ballot shall not prevent the continuance of a meeting for the
transaction of any other business than the question upon which a ballot has been
demanded. The demand for a paper ballot may be withdrawn. 

===Resolutions===

47.  Decisions at general meetings shall be made by passing resolutions:

(a)  The following decisions must be made by Extraordinary Resolution:

(i)     Decisions to expel Members;

(ii)     Any amendment to the Society's Rules;

(iii)     The decision to wind up the Society.

(b)  All other decisions shall be made by ordinary resolution.

48.  An Extraordinary Resolution is one passed by a majority of not less than 75% of votes 
cast at a general meeting and an ordinary resolution is one passed by a simple
majority (51%) of votes cast.

49.  Resolutions may be passed at general meetings or by written resolution.  A written
resolution may consist of several identical Documents signed by one or more
Members.

==Rules 50-70: DIRECTORS==

50.  The Society shall have a Board of Directors comprising not less than three Directors.  

51.  The initial Directors of the Society from registration until the first annual general 
meeting shall be appointed by the Founder Members.

52.  Under no circumstances shall any Employee of the Society serve on the Board.


53.  Only persons of the Society who are aged 18 years or more may serve on the Board
of Directors.

OPTION 1: Elected Board of Directors

54.  The Board of Directors shall be elected by and from the Society’s Members. The
maximum number of Directors serving on the Board shall be determined by a general
meeting of the Society from time to time.

===Retirement Cycle===

56.  At the first annual general meeting all elected Directors shall stand down. At every
subsequent annual general meeting one-third of the elected Directors, or if their
number is not a multiple of three then the number nearest to one-third, shall retire from 
office. The Directors to retire shall be the Directors who have been longest in office 
since their last election. Where Directors have held office for the same amount of time
the Directors to retire shall be decided by lot. A retiring Director shall be eligible for re-
election.

===Co-option of Directors===

57.    In addition the Board of Directors may co-opt up to two external independent Directors 
who need not be Members and are selected for their particular skills and/or
experience. Such external independent Directors shall serve a fixed period determined
by the Board of Directors at the time of the co-option, subject to a review at least every
12 months. External independent Directors may be removed from office at any time by 
a resolution of the Board of Directors. 

58.  The Board of Directors may at any time fill a casual vacancy on the Board by 
co-option. Co-opted individuals must be Members of the Society and will hold office as
a Director only until the next annual general meeting.

59.  At no time must the number of co-opted individuals comprise more than one-third of
the Board of Directors.

===Powers and Duties of the Board of Directors===

60.  The business of the Society shall be managed by the Board who may exercise all
such powers of the Society as may be exercised and done by the Society and as are 
not by statute or by these Rules required to be exercised or done by the Society in
general meeting.

61.  All decisions made by a meeting of the Board of Directors or by any person acting as
a Director shall remain valid even if it is later discovered that there was some defect in
the Director’s appointment or that the individual had previously been disqualified from 
acting as a Director or as a charity trustee.

62.  All cheques, promissory notes, drafts, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the Society shall be signed, drawn,
accepted, endorsed, or otherwise executed in such manner as the Board shall from 
time to time direct.

63.  Without prejudice to its general powers, the Board may exercise all the powers of the 
Society to borrow money and to mortgage or charge its undertaking and property or 
any part of it and to issue debentures and other securities whether outright or as
security for any debt, liability or obligation of the Society or of any third party.

64.  No Regulation made by the Society in general meeting shall invalidate any prior act of 
the Board which would have been valid had that Regulation not been made.

===Delegation===

65.  Subject to these Rules, the Directors may delegate any of the powers which are
conferred on them under these Rules to any Person or committee consisting of
Members of the Society, by such means, to such an extent, in relation to such matters
and on such terms and conditions as they think fit. 

66.  The Directors may specify that any such delegation may authorise further delegation
of the powers by any Person to whom they are delegated.

67.  The Directors may revoke any delegation in whole or in part or alter any terms and
conditions.  

===Sub-Committees===

68.  A sub-committee to which the Directors delegate any of their powers must follow
procedures which are based as far as they are applicable on those provisions of these 
Rules which govern the taking of decisions by Directors.

69.  The Directors may make Regulations for all or any sub-committees, provided that
such Regulations are not inconsistent with these Rules. 

70.  All acts and proceedings of any sub-committee must be fully and promptly reported to 
the Directors.

==Rules 71-82: PROCEEDINGS OF THE BOARD OF DIRECTORS==

===Calling a Meeting of the Board of Directors===

71.  Any Director may, and the Secretary on the requisition of a Director shall, call a
meeting of the Board of Directors by giving reasonable notice of the meeting to all
Directors. Notice of any meeting of the Board of Directors must indicate the date, time
and place of the meeting and, if the Directors participating in the meeting will not be in
the same place, how they will communicate with each other.  

===Proceedings of a Meeting of the Board of Directors===

72.  The Board of Directors may meet together for the despatch of business, adjourn and 
otherwise regulate their meetings as they think fit. 

73.  A Director is able to exercise the right to speak at a meeting of the Board of Directors
and is deemed to be in attendance when that person is in a position to communicate
to all those attending the meeting. The Directors may make whatever arrangements
they consider appropriate to enable those attending a meeting of the Board of
Directors to exercise their rights to speak or vote at it including by Electronic Means. In
determining attendance at a meeting of the Board of Directors, it is immaterial whether
any two or more Directors attending are in the same place as each other.

74.  Questions arising at any meetings of the Board shall be decided by a majority of votes. 
In the case of an equality of votes the status quo shall be maintained and the Board of 
Directors may choose to refer the matter to a general meeting of the Society. 

75.  A written resolution, circulated to all Directors and signed by a simple majority (51%)
of Directors, shall be valid and effective as if it had been passed at a Board meeting
duly convened and held. A written resolution may consist of several identical
Documents signed by one or more Directors.  

76.  The Board of Directors may, at its discretion, invite other persons to attend its
meetings with or without speaking rights and without voting rights. Such attendees will 
not count toward the quorum. 

===Quorum===

77.  The quorum necessary for the transaction of business at a meeting of the Board of 
Directors shall be 50% of the Directors or 3 Directors, whichever is the greater and
shall include those Directors not present in person.  

78.  If at any time the total number of Directors in office is less than the quorum required,
the Directors are unable to take any decisions other than to appoint further Directors 
or to call a general meeting so as to enable the Members to appoint further Directors. 

===Chairing Board Meetings===

79.  The chairperson shall facilitate meetings of the Board of Directors. If s/he is absent or 
unwilling to act at the time any meeting proceeds to business then the Directors
present shall choose one of their number to be the chairperson for that meeting.

===Declaration of Interest===

80.  A Director shall declare an interest in any contract or matter in which s/he has a 
personal, material or financial interest, whether directly or indirectly, and shall not vote
in respect of such contract or matter, provided that nothing shall prevent a Director 
voting in respect of her/his terms and conditions of employment or any associated 
matter.

===Expenses===

81.  The Society's income and property shall be applied solely to the promotion of the objects of the Society. and no portion shall be transferred directly or indirectly by way of dividend, bonus or otherwise whatsoever by way of profit to the Members of the Society and  no Director or Connected Person may buy goods or services from the Company on terms preferential to those applicable to other members of the public, sell any interest in land to the Society, or be employed by the Society, unless the payment is in respect of payment of any reasonable expenses which the Directors properly incur in connection with their attendance at meetings or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Society.  A Director or Connected Person may sell goods or services to the Society, receive remuneration from the Society and receive any other financial benefit from the Society, provided that person declares their conflict of interest and does not authorise or vote on the transaction or decision.

===Termination of a Director’s Appointment===

82.  A person ceases to be a Director of the Society as soon as:

(a)     Where there is co-option of Directors for their skills/experience: That
person is removed from office by a resolution of the Board of Directors, where 
the person is a co-opted Director appointed for their particular skills and/or
experience; 

(b)     Where ex officio Directors: That person ceases to hold that office or that office 
ceases to exist, where the person is a Director ex officio; 

(c)     Where there are representatives of organisations on the Board: The
organisation they are representing removes their endorsement of them;

(d)     Where there are representatives of organisations on the Board: The
organisation they are representing ceases to exist; 

(e)  That person resigns from office in Writing to the Secretary of the Society, and
such resignation has taken effect in accordance with its terms;

(f)     That person is removed from office by an ordinary resolution of the Society in
general meeting, the notices for which specified that the question of the
Director's removal was to be considered;

(g)  That person is prohibited from being a Director by law or otherwise disqualified
by law from serving as a charity trustee;

(h)  A bankruptcy order is made against that person; 


(i)     A registered medical practitioner who is treating that person gives a written 
opinion to the Society stating that the person has become mentally incapable of
acting as a Director and may remain so for more than three months;

(j)     By reason of that person’s mental health, a court makes an order which wholly 
or partly prevents that person from personally exercising any powers or rights
which that person would otherwise have.

==Rule 83: OFFICERS==

83.  The Board shall elect from among their own number a chairperson and Secretary and 
such other Officers as they may from time to time decide. These Officers shall have 
such duties and rights as may be bestowed on them by the Board or by law and any 
Officer appointed may be removed by the Board.  A serving Officer who is not re-
elected to the Board at the annual general meeting shall nevertheless continue in
office until the first Board meeting following the annual general meeting.

==Rule 84: DISPUTES==

84.  In the event of a dispute between the Society or its Board and a Member of the
Society or a former Member, such dispute shall be referred to an independent
arbitrator whose appointment is acceptable to both parties to the dispute or in the
absence of agreement to be nominated by the Secretary General of Co-operatives UK
(or any role or body that succeeds to its function). The decision of such an arbitrator
shall be binding. In the event that a dispute cannot, for whatever reason, be concluded 
by reference to an arbitrator, the matter may be referred to the county court (or in
Scotland, to the sheriff).  Any Person bringing a dispute must, if so required, deposit
with the Society a reasonable sum (not exceeding £100) to be determined by the 
Board.  The arbitrator will decide how the costs of the arbitration will be paid and what 
should be done with the deposit.

==Rule 85: REGULATIONS==

85.  The Society in a general meeting, or the Board of Directors, may from time to time
make, adopt and amend such Regulations in the form of bye-laws, standing orders, 
secondary rules or otherwise as they think fit for the management, conduct and 
regulation of the affairs of the Society and the proceedings and powers of the Board of 
Directors and sub-committees.  Such Regulations (if any) shall be made available to
Members.  No Regulation shall be made which is inconsistent with these Rules or the 
Act.  All Members of the Society and the Board of Directors shall be bound by such
Regulations whether or not they have received a copy of them.

==LIABILITY OF MEMBERS==

86.  The liability of a Member is limited to the amount of their shareholding.  

==APPLICATION OF PROFITS==

87.  The Society shall not trade for profit.  Any profits generated by the Society shall be 
applied solely to the continuation and development of the Society.

==AMALGAMATION, TRANSFER OF ENGAGEMENTS AND CONVERSION==

88.  The Society may, by special resolution passed in the way required by the Act,
amalgamate with or transfer its engagements to any other charitable society with
objects similar to or compatible with those of the Society.  The Society may also
accept a transfer of engagements and assets by resolution of the Board or of a
general meeting.

89.  The Society may, by special resolution passed in the way required by s52(3) of the 
Act, amalgamate with or transfer its engagements to a charitable company or convert
itself into a charitable company under the provisions of the Act.  In relation to calling a
general meeting for the purpose of such resolution, the following provisions shall
apply.

(a)  The Society shall give to Members not less than two months’ notice of the 
meeting;

(b)  Notice of the meeting shall be posted in a prominent place at the registered
office and at all trading premises of the Society to which Members have access.;

(c)     The notice shall be accompanied by a separate statement setting out for
Members: 

(i)     the reasons for the proposal;

(ii)     whether the proposal has the support of the Board of the Society;

(iii)     what alternative proposals have been considered, and whether they are
viable;

(iv)     details of the number of shares in the Society held by Members of the
Board, and Persons connected with them;

(v)     a recommendation by reputable independent financial advisors that the 
Members should support the proposal rather than any alternative 
proposal.

(d)  Where the separate statement is contained in another Document, information
shall be provided in the notice specifying where Members can obtain a copy of
the Document.

(e)  The quorum for a meeting at which a special resolution to amalgamate with,
transfer engagements to or convert into a charitable company is to be voted
upon shall be 150 Members or 50% of the Members present in Person, 
whichever is the greater, subject to an absolute minimum of three Members.

==DISSOLUTION==

90.  The Society may be dissolved by the consent of three quarters of the Members by 
their signatures to an instrument of dissolution, or by winding up in a manner provided
for by the Act.  

91.  If on the winding up or dissolution of the Society any of its assets remain to be
disposed of after its liabilities are satisfied, these assets shall not be distributed among
the Members, but shall be transferred instead to some other charitable body or bodies 
with objects similar to or compatible with those of the Society as may be decided by 
the members at the time of or prior to the dissolution.

==ADMINISTRATIVE ARRANGEMENTS==

===Means of Communication===

92.  A Member must provide their consent to receive communications from the Society by 
Electronic Means.

93.  A notice sent to a Director’s Address shall be deemed to have been duly served 48
hours after its posting.  A Director may agree with the Society that notices or 
Documents sent to her/him in a particular way are to be deemed to have been
received within a specified time of their being sent, and for the specified time to be
less than 48 hours. 

===Seal===

94.  If the Society has a seal, it shall only be used by the authority of the Board of Directors 
acting on behalf of the Society.  Every instrument to which the seal shall be attached
shall be signed by a Director and countersigned by a second Director or the Secretary.

===Registers===

95.  The Board of Directors shall ensure accurate registers are maintained which shall 
include a register of Members, a register of Directors and a register of Officers.

===Register of Members===

96.  The Board shall ensure that the register is maintained in accordance with the Act and
that the particulars required by the Act are available for inspection and accessible
without the need to disclose other particulars contained in the register.

===Register of Directors and Officers===

97.  The Society shall maintain a register of Directors and Officers which shall include the 
following particulars: 

(a)  Name of the Director;

(b)  Address of the Director;

(c)  The date on which they assumed office;

(d)  The date on which they vacated office; and

(e)  The position held by a Director if s/he is also an Officer and the date on which
the Director assumed and vacated his/her Officer position.

===Amendments to Rules===

98.  Any of these Rules may be rescinded or amended or a new rule made by an
Extraordinary Resolution at a general meeting of which 14 Clear Days’ notice has 
been given, such notice to include details of the change(s) to be proposed at that
meeting.  No amendment may be made to the Rules which shall cause the Society to
cease to be a charity in law.  No amendment of Rules is valid until registered by the 
Registrar.  When submitting the rule amendments for registration, the Secretary may
at their sole discretion accept any alterations required or suggested by the Registrar
without reference back to a further general meeting of the Society.

===Copies of the Society's Rules===

99.  A copy of these Rules and any amendments made to them shall be given free of 
charge to every Member upon admission to membership and shall be provided to any 
other Person on demand and on payment of the statutory fee chargeable for the time
being in force.

===Minutes===

100.  The Society shall ensure that minutes are kept of all:

(a)  Proceedings at general meetings of the Society; and

(b)  Proceedings at meetings of the Board of Directors and its sub-committees which
include names of the Directors present, decisions made and the reasons for
those decisions.

===Annual Return===

101.  Every year and within the period prescribed by the Act, the Secretary shall send the 
annual return in the prescribed form to the Registrar.  The annual return shall be 
accompanied by:

(a)  A copy of the Auditor’s report on the Society's accounts for the period covered 
by the annual return or a copy of such other report (if any) as is required by 
statute for such a period; and

(b)  A copy of each balance sheet made during that period and report of the Auditor
or other appropriate person as required by statute on that balance sheet. 

102.  The Society shall on demand supply free of charge to any Member or any person with
an interest in the funds of the Society a copy of the latest annual return together with a
copy of the Auditor's report on the accounts and balance sheet contained in the
annual return and the Auditor’s Report (if any).

103.  The Society shall at all times keep a copy of the latest balance sheet of the Society
together with a copy of the corresponding Auditor's report (if any) hung up in a 
conspicuous place at the registered office and displayed on the Society's website (if
any).

===Audit===

104.  Unless the Society meets the criteria set out in section 4(2) of the Friendly and
Industrial and Provident Societies Act 1968 or fulfils the exemptions set out in sub-
sections 4(A) (1) and (2) of the Friendly and Industrial and Provident Societies Act 
1968, the Board shall in each financial year appoint an Auditor as required by section
7 of the Friendly and Industrial and Provident Societies Act 1965 as amended, to audit 
the Society’s accounts and balance sheet for the year.  This provision also applies if
the Society is in its first financial year. 

105.  The following persons shall not be appointed as Auditor of the Society:

(a)  An Officer or Employee of the Society;

(b)  A person who is a partner or employee of, or who employs, an Officer of the
Society.

106.  The Board may appoint an Auditor to fill a casual vacancy occurring between general
meetings.

107.  An Auditor for the preceding financial year shall be re-appointed as Auditor of the 
Society for the current financial year unless:

(a)  A decision has been made by the Board to appoint a different Auditor or
expressly decided that s/he shall not be re-appointed; or

(b)  S/he has given notice in writing to the Secretary of her/his unwillingness to be
re-appointed; or

(c)     S/he is ineligible for appointment as Auditor of the Society for the current 
financial year; or 

(d)  S/he has ceased to act as Auditor of the Society by reason of incapacity.

108.  Any ordinary resolution of a general meeting of the Society either to remove an Auditor
from office or to appoint another person as Auditor shall not be effective unless notice
of the proposed resolution has been given to the Society at least 28 days prior to the 
meeting at which the resolution is to be considered. At least 14 days' notice of such
resolution must then be given to Members of the Society in the manner prescribed in
these Rules and in Writing to the Auditor(s).

===Social Accounting and Reporting===

109.  In addition to any financial accounts required by the Act, the Members may resolve to 
undertake an account of the activities of the Society which will endeavour to measure 
its social and environmental performance using whatever methodology the Members 
deem appropriate. Following the completion of such an account the Society shall
report any findings to its Members and other stakeholders.

===Indemnity and Insurance===

110.  Subject to the following rule, any Director or former Director of the Society may be
indemnified out of the Society’s assets against:

(a)  Any liability incurred by that Director in connection with any negligence, default,
breach of duty or breach of trust in relation to the Society;  

(b)  Any liability incurred by that Director in connection with the activities of the
Society in its capacity as a trustee of an occupational pension scheme;

(c)  Any other liability incurred by that Director as an Officer of the Society.

111.  The above rule does not authorise any indemnity which would be prohibited or 
rendered void by any provision of law.

112.  The Directors may decide to purchase and maintain insurance, at the expense of the
Society, for the benefit of any Director or former Director of the Society in respect of
any loss or liability which has been or may be incurred by such a Director in
connection with their duties or powers in relation to the Society or any pension fund or
employees’ share scheme of the Society. 



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1.


Signatures of Founder Members







Signature of Secretary 


Full Names of Founder Members in BLOCK
CAPITALS (no initials)






Full Name of Secretary in BLOCK CAPITALS
(no initials)