Only an example. Inspired Sting to join and invest so can't be bad!
Rules of
FORDHALL
COMMUNITY LAND INITIATIVE LIMITED
(Registered
under the Industrial and Provident Societies Acts 1965‑1978)
NAME
1. The name of the Society shall be
Fordhall Community Land Initiative Limited.
OBJECTS
2. The
objects of the Society shall be for the benefit of the community and in
particular:
(a) To
advance education and provide facilities for recreation and other leisure time
occupation in the interests of social welfare for the inhabitants of Market
Drayton and the wider community, in organic farming methods, conservation,
biodiversity, health, access, country life, heritage, wildlife and related
subjects with the object of improving the conditions of life for the said
inhabitants.
(b) To
ensure farmland is managed sustainably for community benefit with the
appropriate management for access, and to research sustainable farming through
community land trusteeship, public involvement and other methods.
POWERS
3. The Society shall
have power to do all things necessary or expedient for the fulfilment of its
objects provided that, in carrying out its objects, the Society shall promote
equality of opportunity for all sections of the community in its own affairs
and in society generally.
REGISTERED
OFFICE
4. The Registered Office of the Society
shall be at Fordhall Farm, Tern Hill Road, Market Drayton, Shropshire TF9 3PS.
MEMBERSHIP
5.
The first members of the Society shall be the signatories
to the application for registration (the "Founder Members"). The
Board may at its discretion admit to membership any person who supports the
objects of the Society and who has paid or agreed to pay the appropriate subscription for the time being in force. Any such membership application form may provide that a
member may specify an email address which shall be used by the Society for any
communication required by these rules to be sent to members. Any member specifying an email address in
this way shall notify the Society of any change to this email address.
6.
A person who qualifies under Rule 5 above may apply for
membership to the Board, and upon acceptance and payment of the minimum amount
of share holding required in accordance with rule 51 and the subscription fee
(if any) the Society shall issue to her or him share certificates as
appropriate and shall enter her or his name in the register of members. The
Board may refuse any application for membership at its absolute discretion.
7. In addition to the
shareholding required in accordance with rule 51 the Board may determine other
criteria for membership including the setting of different subscriptions for
membership.
8. The Society shall
keep at its registered office a register of members in which the Secretary
shall enter the following particulars:
(a) the
name and address, and email address if applicable of every member;
(b) a
statement of the shareholding of each member;
(c) a
statement of other property, whether in loans or otherwise, held by each
member;
(d) the
date on which each member's name was entered in the register as a member and
the date on which any member ceased to be a member;
(e) the names and
addresses, and email address if applicable of the Directors and officers of the
Society, of the offices held by them respectively, and the dates on which they
assumed and vacated office.
CESSATION
OF MEMBERSHIP
9. A member shall
cease to be a member if s/he:
(a) resigns
in writing to the Secretary; or
(b) fails
to pay any subscription in respect of membership within three months of its
falling due; or
(c) is
expelled from membership in accordance with Rule 10; or
(d) being an
individual, die.
10. A member may be
expelled for conduct prejudicial to the Society by a resolution carried by a
majority of at least two‑thirds of those members voting at a General Meeting of
the Society of which due notice has been given, 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
state her/his case to the meeting. If on due notice having been served the
member fails to attend the meeting the meeting may proceed in the member's
absence.
11. No member expelled
from membership shall be re‑admitted except by a resolution carried by a
majority of at least two‑thirds of those members voting at a General Meeting of
which due notice has been given.
GENERAL
MEETINGS
12. An Annual General
Meeting shall be held within six months of the close of the financial year of
the Society, the business of which shall comprise:
(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 (subject to Rule 58 (b));
(c) The
election of Directors (or the announcement of the results of the election if
held previously by ballot);
(d) A
decision on the application of any surplus in accordance with Rule 63;
(e) The
transaction of any other business included in the notice convening the meeting.
13. All General
Meetings other than the Annual General Meeting shall be called Special General
Meetings.
14. A Special General
Meeting shall be convened either upon an order of the Board or at the request
of three members of the Society or ten per cent of the membership, whichever is
the greater.
15. An Annual or a
Special General Meeting shall be called by at least fourteen days' notice in
writing posted or delivered to the address of every member recorded in the
register of members, or by email where a member has
elected to receive communications by email in accordance with these rules,
specifying whether the meeting is an Annual or a Special General Meeting and
stating the time, date and place at which it is to be held. The notice shall
contain details of the nature of the business to be transacted, and no business
may be transacted at a General Meeting other than that specified in the notices
calling it.
16. A notice sent by
post to a member's registered address and a notice
sent by email shall be deemed to have been duly served forty‑eight hours
after its posting. The accidental omission to send any notice to or the non‑receipt
of any notice by any member shall not invalidate the proceedings at the
meeting.
17. If the Society has
appointed an auditor in accordance with Rule 58 (a) 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.
PROCEEDINGS
AT GENERAL MEETINGS
18. No person shall be
entitled to vote on any question at a General Meeting other than a member of
the Society.
19. No
business shall be transacted at a General Meeting unless a quorum of members is present. Unless and until otherwise decided by the
Society in General Meeting, one-third of the membership for the time being
shall be the quorum, subject to the number of members being more than ten and
less than 100, in the event of the membership exceeding 100 the quorum shall
be thirty and in the event of the membership being less than ten, it shall be
one half subject to a minimum of three
20. If within half an
hour after the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of members, shall be dissolved. In
any other case it shall stand adjourned until a day between seven and fourteen
days after the date set for the original meeting, and all members shall be
given such notice as is practicable. If at such an adjourned meeting a quorum
is not present within half an hour after the time set for the meeting, then the
members present shall constitute a quorum.
21. The Chairperson of
the Society shall preside at every General Meeting. In the event of her/his
absence or unwillingness to act, the members present shall choose one of their
number to be Chairperson of the meeting.
22. The Chairperson
may with the consent of any 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. Where a meeting is adjourned for twenty-one days or
more, notice of the adjourned meeting shall be given as in the case of the
original meeting; otherwise it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
23. At any General
Meeting a resolution put to the vote of the meeting shall be decided on a show
of hands unless a secret ballot is, before or on the declaration of the result
of the show of hands, demanded by at least two members present. Unless a secret
ballot be so demanded, a declaration by the Chairperson that a resolution has
on a show of hands been carried or lost with an entry to that effect in the
book containing the minutes of the proceedings of the Society shall be
conclusive evidence of the fact without proof of the number or proportions of
the votes recorded in favour or against such resolution.
24. If a secret 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.
25. The demand for a
secret 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 secret ballot may be withdrawn.
26. Every member shall
hold one vote only on each question to be decided at a General Meeting. Except
where otherwise specified by these Rules or by the Act, questions shall be
resolved by a simple majority of votes cast.
27. In the case of an
equality of votes, whether on a show of hands or on a ballot, the Chairperson
shall not have a second or casting vote and the resolution shall be deemed to
be lost.
28. A resolution in
writing signed by all the members for the time being entitled to vote at
General Meetings shall be valid and effective as if the same had been passed at
a General Meeting duly convened and held and may consist of several documents
in the same form each signed by one or more members.
AMENDMENTS
TO RULES
29. Any of these Rules
may be rescinded or amended or a new Rule made by a vote of two-thirds of
members of the Society voting at a General Meeting of which fourteen clear
days' prior notice has been given, such notice to include details of the
change(s) to be proposed at that meeting, provided that no alteration shall be
approved which would cause the Society to cease to be a charity at law.
30. No amendment of
Rules is valid until registered by the Financial Services Authority.
BOARD OF DIRECTORS
31. The Society shall
have a Board of Directors comprising not less than three persons. The initial
Directors of the Society from incorporation until the first Annual General
Meeting shall be appointed by the Founder Members.
32. The Board of
Directors shall be made up as follows:
(a) not more than one person appointed by the Shropshire
Wildlife Trust;
(b)
not more than one person appointed by
Taste of the Town Company;
(c) not more than one person appointed by the persons who are
lease holders of Fordhall Farm at the date of incorporation of the Society;
(d) up to eleven
persons elected by and from the members of the Society at or prior to the
Annual General Meeting of the Society
33. New Directors
shall be elected in accordance with such procedures as may be adopted by the
Society from time to time. A Director
appointed under 32 (a) or (b) shall hold office until the end of the next
Annual General Meeting following her/his appointment. Such Director shall be eligible for
re-appointment subject to the confirmation of the appointing body. A Director elected under 32 (c) shall
subject to Rule 34 and 40 below serve for three years and hold office until the
end of the Annual General Meeting following their third year in office. Retiring Directors shall be eligible for re-election
at the Annual General Meeting at which they retire.
34. At the first
Annual General Meeting of the Society all the 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 nearest to one-third, shall retire from office. The Directors to retire shall be those
longest in office since their last election.
Regarding Directors who have been in office for the same length of time,
the members to retire shall be selected by lot.
35. The Board may at
any time co‑opt any member of the Society to fill a casual vacancy in the Board
of Directors, provided that at no time shall more than one-third of the members
of the Board be co-opted members. A casual vacancy shall be deemed to exist if
the number of Directors should drop below the minimum prescribed in these Rules
or below the number elected at the preceding Annual General Meeting. In addition the Board may co-opt up to two
persons to serve on the Board who need not be members of the Society but who
are considered able to contribute to the Board by virtue of their specialist
skills or knowledge. Directors co-opted
under this rule shall serve until the annual general meeting following their
co-option.
36. In the event that
the size of the Board should drop below the minimum number of members
prescribed in these Rules, the Directors may act to increase their number or to
call a General Meeting of the Society, but for no other purpose.
37. 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 except where that interest is shared
with a majority of the other members of the Board.
38. Directors shall
only be entitled to fees or remuneration for services actually rendered to the
Society, whether as employees or otherwise.
39. Directors may be
paid all reasonable and proper expenses incurred by them in attending and
returning from meetings of the Board or General Meetings of the Society or in
connection with the business of the Society.
40. The office of
Director shall be immediately vacated if s/he:
(a) resigns
her/his office in writing to the Society; or
(b) ceases
to be a member of the Society for any reason whatsoever; or
(c) is
removed from office by a majority vote of the Society in General Meeting, the
notices for which specified that the question of the Director's removal was to
be considered; or
(d) in
the opinion of a majority of the Board, fails to declare her/his interest in
any contract as referred to in Rule 37; or
(e) is
absent from three successive meetings of the Board during a continuous period
of twelve months without special leave of absence from the Board and they
decide that s/he has by reason of such absence vacated office; or
(f) becomes
bankrupt or, in the opinion of a majority of the Board, incapable on medical or
psychological grounds of carrying out the functions of a Director.
HONORARY
OFFICERS
41. The Board of
Directors shall elect a Chairperson, Secretary and Treasurer of the Society
from amongst their own number. Any honorary officer so appointed may be removed
or replaced by a majority vote of the Board at any time, or by a majority vote
of the members at a Special General Meeting the notices for which specified
that the matter was to be raised.
POWERS
AND DUTIES OF THE BOARD OF DIRECTORS
42. The business of
the Society shall be managed by the Board of Directors who may pay all expenses
of the formation of the Society as they think fit and 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, including the setting of annual subscriptions for
members.
43. 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.
44. The Board may
delegate any of its functions to sub‑committees made up of members of the Board
and such other persons as it sees fit. Any sub‑committees so formed shall in
the exercise of its powers conform with any regulations imposed upon it by the
Board, which shall always include the requirement for regular and prompt
reports back to the Board.
PROCEEDINGS
AT BOARD MEETINGS
45. The Board may meet
together for the despatch of business, adjourn and otherwise regulate their
meetings as they think fit. The Secretary shall at the request of two or more
Directors summon a meeting of the Board at any reasonable time by giving all
Directors reasonable notice of the date, time and venue for the meeting and the
general nature of the business to be considered.
46. Unless and until
otherwise decided by the Society in General Meeting, the quorum necessary for
the transaction of business at a Board meeting shall be one half of the members
of the Board or three members, whichever is the greater; provided that no
meeting shall be quorate if one half or more of those present are co-opted
Directors.
47. At every Board
meeting the Chairperson shall preside, but in the event of her/his absence or
unwillingness to act the members present shall choose one of their number to be
Chairperson of the meeting.
48. The Board shall
cause proper minutes to be made of all the proceedings of the Society, of the
Board and of any sub‑committees All such minutes shall be open to inspection by
any member of the Board at all reasonable times.
49. Questions arising
at Board meetings shall be decided by a majority of votes of those present. In
the event of a tied vote the Chairperson shall not have a second or casting
vote and the resolution shall be deemed to be lost.
50. A resolution in
writing signed by all the members for the time being entitled to vote at
meetings of the Board shall be valid and effective as if the same had been
passed at a meeting duly convened and held and may consist of several documents
in the same form, each signed by one or more board members.
SHARE
CAPITAL
51. The shares of the
Society shall
be of the nominal value of £1.00. The
minimum shareholding required of a member shall be defined as such number of
fully paid shares as the Board may determine subject to the Act, or as may be
required by a particular offer of shares, or – failing such determination or
requirement – shall be one share.
a)
A member may subscribe for shares in
tranches of shares which are smaller in number than the minimum shareholding,
provided that any member who does not achieve the minimum shareholding within
12 months after her/his first payment shall cease to be a member and shall have
returned to her/him the value of the shares paid for to date, and the relevant
shares shall be cancelled.
b)
Shares shall be withdrawable only in
accordance with the provisions of these Rules. Shares shall not be transferable
except on death or bankruptcy.
c)
Application for shares shall be made to
the Board of the Society who shall allot to members, upon their admission, the
share or shares for which they have applied provided that the total number of
shares allotted to any member shall not succeed the maximum shareholding
permitted by law.
d)
Shares shall be paid for in full on
allotment.
WITHDRAWAL OF SHARE
CAPITAL
52 Shares may be
withdrawn by members upon giving twelve months’ notice to the Society provided
that:
(a) all withdrawals
shall be paid in the order in which the notices were received by the Society;
(b) except where a
member intends to terminate her/his membership of the Society, a member shall
not be entitled to withdraw shares so as to leave her/him with less than the
minimum shareholding;
(c) the Board may
waive the notice required for a withdrawal and may direct payment to be made
without notice or on such shorter notice as they consider fit;
(d) the Board may
suspend the right to withdraw either wholly or partially, and either
indefinitely or for a fixed period. The suspension shall extend and apply to
all notices of withdrawal which have been received and remain unpaid at the
time the Board suspend the right to withdraw. Where the suspension is for a
fixed period, such period may be extended from time to time by the Board;
(e) during any period
when the right of withdrawal has been suspended under Rule 52(d), the shares of
deceased members may, if the Board agree, be withdrawn by their personal
representatives upon giving such notice as the Board may require;
(f) the amount to be
paid to a member on withdrawal shall be the amount paid up or credited on the
shares to be withdrawn, except where the shares are subject to a reduction
their value in accordance with the provisions of these Rules;
(g) interest shall be
payable on any share in respect of which a notice of repayment has been given
until the date of repayment.
Any share withdrawn in accordance with
this Rule shall be cancelled.
53
Members may withdraw from the Society by
withdrawing all their shares in the Society in accordance with Rule 52 or, if
the right to withdraw has been suspended as provided for in that Rule, by
surrendering all their shares to the Society. Upon such surrender the Board may
in their discretion pay to the withdrawing member the amount paid up or
credited in the shares surrendered.
54 The Society may
deduct such reasonable sum to cover administrative costs of withdrawal from the
monies payable to a member on the withdrawal of shares in the Society.
REDUCTION IN
SHARE VALUES
55 If the auditors
(or any independent qualified accountants appointed for the purpose by the
Board) certify at any time that the aggregate of the Society's liabilities plus
the amount of its issued share capital exceeds its assets, then (unless in the
meantime the excess has been removed) the Board may determine that the amount
of this excess, or part of it, shall be apportioned among the members in
proportion to (but not beyond) the amount of the nominal value of the shares
paid up and held by each member. This apportionment shall be based on the value
of the shares paid up and held by each member at the close of business on the
date of such determination. The value of shares held by each member shall be
reduced accordingly for the purposes of withdrawal of shares, notwithstanding
that the value of shares held by any member may thereby be reduced below the
minimum shareholding.
