Burness - Model Rules Edinburgh Social Enterprise Network
Burness - Model Rules Edinburgh Social Enterprise Network
Burness - Model Rules Edinburgh Social Enterprise Network
28.1.10
DRAFT NO:
RULES
of
EDINBURGH SOCIAL ENTERPRISE NETWORK LIMITED
A charitable society for the benefit of the community
(registered under the Industrial and Provident Societies Acts)
RULES
of
EDINBURGH SOCIAL ENTERPRISE NETWORK LIMITED
A charitable society for the benefit of the community
(registered under the Industrial and Provident Societies Acts)
Objects
2
2.2
2.3
and on the basis that the business of the Society will be carried on for the
benefit of the community within Edinburgh.
3
3.2
Powers
4
The Society shall have power to do all things necessary or expedient for the
fulfilment of its objects.
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Without limiting the generality of clause 3, the Society shall have power to
establish and/or participate in joint ventures and to promote companies and/or
other bodies whose activities may further one or more of the objects of the
Society or any associated purpose or may generate income to support the
activities of the Society, acquire and hold shares, stocks, debentures and other
interests in such companies or other bodies, and carry out in relation to any
such company or other body which is a subsidiary or subsidiary undertaking
of the Society, all such functions as may be associated with a holding
company.
Registered office
6
Membership
7
The members of the Society shall consist of the signatories to the application
for registration and such other individuals and corporate bodies as may be
admitted to membership under rules 8 to 15 from time to time.
8.2
8.3
10
11
A corporate body eligible for membership under rule 8.1 which wishes to
become a member shall lodge with the Society a written application for
membership (in such form as the Committee requires), signed on its behalf by
an appropriate officer of that body.
12
An individual eligible for membership under paragraph 8.2 or 8.3 who wishes
to become a member shall lodge with the Society a written application for
membership (in such form as the Committee require) signed by him/her and
also signed by an appropriate officer of the unincorporated organisation or
steering group which is nominating him/her for membership.
13
GLAS 1511402 v 4
15
The Committee shall, within a reasonable period after the meeting at which
an application for membership is considered, notify the applicant in writing
of the Committees decision as to whether or not to admit the applicant to
membership; and on the basis that
15.1
15.2
The Committee may, if they consider appropriate, introduce (or, as the case
may be, re-introduce) an annual membership subscription, and may similarly
resolve that an annual membership subscription should no longer be payable;
the provisions of rules 17 to 20 shall apply only in respect of any period for
which the Committee has resolved that an annual membership subscription
should be payable.
17
16.2
18
19
GLAS 1511402 v 4
20
21
Register of members
22
The Society shall keep at its registered office a register of members, in which
the secretary shall enter the following details:
22.1
the name and postal address (and, where supplied by the member, email address and website address) of each member;
22.2
a statement that one share only is held by each member and that 1
has been paid on each share;
22.3
22.4
the date on which each members name was entered in the register as
a member and the date on which any member ceased to be a member.
Share capital
23
The shares of the Society shall be of the nominal value of 1 each, and one
share shall be issued to each body or individual upon admission to
membership of the Society.
24
The shares of the Society shall be neither transferable nor withdrawable, shall
carry no right to interest, dividend or bonus, and shall be cancelled on
cessation of membership from whatever cause (and on the basis that the
amount paid up on such cancelled shares shall become the property of the
Society).
25
Any corporate body which wishes to withdraw from membership shall lodge
with the Society a written notice of withdrawal (in such form as the
Committee require) signed on its behalf by an appropriate officer of that
body; on receipt of the notice by the Society, it shall cease to be a member.
27
GLAS 1511402 v 4
steering group; on receipt of the notice by the Society, the individual who is
the subject of the notice shall cease to be a member.
28
Termination of membership
29
29.2
29.3
31
32
The Society shall, on receipt of a notice under rule 31, send a copy of the
notice to the member concerned, and the member concerned shall be entitled
to be heard on the resolution at the Committee meeting at which the
resolution is proposed.
33
GLAS 1511402 v 4
General meetings
34
All general meetings other than annual general meetings are to be called
special general meetings.
35
The Committee shall convene an annual general meeting in each year (but
excluding the year in which the Society is formed).
36
The first annual general meeting shall be held not later than 18 months after
the date of registration of the Society.
37
Not more than 15 months shall elapse between one annual general meeting
and the next.
38
39
40
At least 14 clear days notice of general meetings must be given to all the
members, Committee members and (if auditors are in office at the time) to
the auditors.
42
43
A notice calling a meeting shall specify the time, date and place of the
meeting. It shall: 43.1
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43.2
43.3
44
A notice convening an annual general meeting shall specify that the meeting
is to be an annual general meeting.
45
45.2
47
Resolutions relating to any of the following matters shall be valid only if two
thirds of the votes which are cast in relation to that resolution are in favour of
the resolution: 46.1
46.2
Any resolution - other than a resolution of the nature referred to in rule 46 shall (except as otherwise provided in the IPS Legislation) be valid if passed
by majority vote at a general meeting
49
If the quorum required under rule 48 is not present within half an hour after
the time appointed for the meeting, or if during a meeting such a quorum
ceases to be present, the meeting shall stand adjourned to such time and place
as may be fixed by the chairperson of the meeting.
50
The Chair of the Society shall (if present and willing to act) preside as
chairperson of the meeting; if the Chair of the Society is not present and
willing to act as chairperson of the meeting within half an hour of the time
appointed for holding the meeting, the Committee members present shall
elect one of their number to act as chairperson of the meeting, or if there is
only one Committee member present and willing to act, he/she shall be
chairperson of the meeting.
GLAS 1511402 v 4
51
52
The chairperson of a general meeting may, with the consent of the meeting at
which a quorum is present (and must, if the meeting requests him/her to do
so) adjourn the meeting, but not for a period in excess of 30 days; no notice
need be given of an adjourned meeting.
53
54
Votes of members
55
Every member shall have one vote, which (whether on a show of hands or on
a secret ballot) may be given personally (in the case of a member which is a
corporate body, via its duly authorised representative present at the meeting)
or by proxy.
56
56.2
providing (in either case) the instrument of proxy is received by the Society
at the relevant address, not less then 48 hours before the time for holding the
meeting; for the avoidance of doubt, in calculating the 48-hour period
referred to in the preceding provisions of this rule 56, no account shall be
taken of any day that is not a working day.
57
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58
A member shall not be entitled to appoint more than one proxy to attend on
the same occasion.
59
Subject to rule 60, a proxy shall not be entitled to cast more than one vote in
his/her capacity as a proxy (in addition to his/her own vote if he/she is a
member of the Society, or in his/her capacity as the authorised representative
of a member which is a corporate body), notwithstanding that he/she may
have been appointed as proxy by more than one member.
60
61
62
63
64
Committee
66
The Society shall have a committee, comprising not less than three and not
more than 8 individuals.
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67
The initial Committee of the Society from the date of registration of the
Society shall (subject to rule 79) consist of individuals appointed by the
signatories to the application for registration and such other individuals as
they may appoint from time to time in pursuance of rule 73, until the first
annual general meeting.
70
71
72
At an annual general meeting, the members may (subject to rules 66 and 68)
elect as a Committee member, any individual in relation to whom a written
notice has been lodged with the Society in accordance with rule 70 (as read
with rule 71).
73
The Committee may, at any time, appoint any individual (providing he/she
has been nominated by a member body for appointment, and is willing to act)
to be a Committee member, either to fill a vacancy or (subject to rule 66) as
an additional Committee member.
74
The requirement under rule 73 that an individual must have been nominated
by a member body for appointment shall not apply where that individual is a
member who was admitted to membership on the basis of nomination by an
unincorporated organisation or steering group.
75
At the first annual general meeting, one third (to the nearest round number)
of the Committee members shall retire from office; the question of which of
them are to retire shall be determined by some random method.
76
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76.1
76.2
out of the remaining Committee members, one third (to the nearest
round number) shall retire from office.
77
The Committee members to retire under paragraph 76.2 shall be those who
have been longest in office since they were last appointed or re-appointed; as
between two or more Committee members who were appointed or reappointed on the same date, the question of which of them is to retire under
that paragraph shall be decided by some random method.
78
The members may (subject to rules 66 and 68) at any annual general meeting
re-elect any Committee member who retires from office at the meeting under
rule 75 or 76 (providing he/she is willing to act); if any such Committee
member is not re-appointed, he/she shall retain office until the meeting
appoints someone in his/her place or, if it does not do so, until the end of the
meeting.
79.2
he/she is sequestrated;
79.3
79.4
79.5
79.6
79.7
79.8
79.9
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11
80
81
80.2
80.3
at least two thirds (to the nearest round number) of the Committee
members then in office vote in favour of the resolution.
81.2
the Committee give the Committee member who is the subject of the
resolution at least 21 days written notice of the intention of the
relevant member to move the resolution;
81.3
Appointments to offices
82
The Committee members shall elect from among themselves a Chair, and
such other office bearers (if any) as they consider appropriate.
83
All of the office bearers shall cease to hold office at the conclusion of each
annual general meeting, but shall then be eligible for re-election.
84
A person elected to any office shall cease to hold that office if he/she ceases
to be a Committee member, or if he/she resigns from that office by written
notice to that effect.
Subject to the provisions of the IPS Legislation and Charities Legislation and
provided that he/she has disclosed to the Committee the nature and extent of
any personal interest which he/she has (unless immaterial), and has complied
with the code of conduct (as referred to in article 87), a Committee member
(notwithstanding his/her office):85.1
GLAS 1511402 v 4
may be a party to, or have some other personal interest in, any
transaction or arrangement with the Society or any associated
company;
12
85.2
may be a party to, or have some other personal interest in, any
transaction or arrangement in which the Society or any associated
company has an interest;
85.3
85.4
85.5
Each of the Committee members shall comply with the code of conduct
(incorporating detailed rules on conflict of interest) prescribed by the
Committee from time to time; for the avoidance of doubt, the code of conduct
shall be supplemental to the provisions relating to the conduct of Committee
members contained in these rules, and the relevant provisions of these rules
shall be interpreted and applied in accordance with the provisions of the code
of conduct in force from time to time.
89
The Committee members may be paid all travelling and other expenses
properly incurred by them in connection with their attendance at meetings of
the Committee, general meetings, meetings of committees of Committee
members or otherwise in connection with the carrying-out of their duties.
Subject to the provisions of the IPS Legislation and these rules, the business
of the Society shall be managed by the Committee, who may exercise all the
powers of the Society.
GLAS 1511402 v 4
13
91
92
93
The powers conferred by rule 90 shall not be limited by any special power
conferred on the Committee by these rules.
94
Subject to the provisions of these rules, the Committee may regulate their
proceedings as they think fit.
96
Any Committee member may call a meeting of the Committee or request the
secretary to call a meeting of the Committee.
97
The Committee must meet not less than four times in each financial year.
98
At least five working days notice shall be given in relation to each meeting
of the Committee, unless the Chair (or as the case may be, the other
Committee member who is calling the meeting) is of the view (acting
reasonably) that the delay associated with giving five working days notice
would be likely to cause significant prejudice to the interests of the Society,
in which case he/she shall give such notice of the meeting as is reasonable in
the circumstances.
99
100
101
102
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14
103
The quorum for the transaction of the business of the Committee, shall
(subject to rule 104) be as follows:
if there is an even number of Committee members in office at the
time, one half of the total number of Committee members in office at the time
plus one; or
103.1
104
105
If the quorum required under rules 103 and 104 is not present within half an
hour after the time appointed for the meeting, or if during a meeting such a
quorum ceases to be present, the meeting shall stand adjourned to such time
and place as may be fixed by the chairperson of the meeting.
106
107
Unless he/she is unwilling to do so, the Chair of the Society shall preside as
chairperson at every meeting of Committee members at which he/she is
present.
108
109
The Committee members shall be entitled to allow any person to attend and
speak (but not vote) at any meeting of the Committee; a person invited to
attend a meeting of the Committee members under the preceding provisions
of this article shall not be entitled to exercise any of the powers of a
Committee member, and shall not be deemed to constitute a Committee
member for the purposes of the IPS Legislation or any provision of these
rules.
110
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15
111
112
113
115
116
The Committee members may delegate any of their powers to any committee
consisting of two or more Committee members; they may also delegate to the
Chair of the Society or a Committee member holding any other office such of
their powers as they consider appropriate.
GLAS 1511402 v 4
16
118
Any delegation of powers under the preceding rule may be made subject to
such conditions as the Committee members may impose and either
collaterally with or to the exclusion of their own powers and may be revoked
or altered.
119
120
In addition to their powers under rule 117, the Committee members may
delegate their powers to any committee consisting of one or more Committee
members and such other individuals (who need not be Committee members
or employees of the Society) as the Committee members may consider
appropriate; the provisions of rules 118 and 119 shall apply in relation to any
such committee, subject to the qualification that the role of any committee
formed under the preceding provisions of this article shall be limited (except
to the extent that the Committee otherwise determine) to the issue of reports
and recommendations for consideration by the Committee.
Secretary
121
The Committee shall appoint a secretary, and on the basis that the term of
office, remuneration (if any), and other terms and conditions attaching to the
appointment of the secretary shall be as determined by the Committee; the
secretary may be removed by the Committee at any time.
Minutes
122
The Committee shall ensure that minutes are made (in books/folders kept for
the purpose) of all proceedings at general meetings, meetings of the
Committee and meetings of committees of Committee members.
123
124
The Committee shall (subject to rule 125) provide a copy of any minutes
falling with the provisions of rule to any member requesting them, within a
reasonable time after the request is made.
125
The Committee shall be entitled to omit from (or render illegible within) the
copy minutes provided to a member in pursuance of rule 124 any material
which relates to sensitive employee issues, information which in terms of
data protection legislation cannot be disclosed, or other matters which, in the
reasonable opinion of the Committee, ought properly to remain confidential.
Accounts
GLAS 1511402 v 4
17
126
No member shall (as such) have any right of inspecting any accounting
records or other book or document of the Society except as conferred by the
IPS Legislation or as authorised by the Committee members or by a
resolution passed by majority vote at a general meeting.
Notices
127
128
The Society may give any notice to a member in pursuance of these rules
either personally or by sending it by post in a pre-paid envelope addressed to
the member at the address last intimated by him/her/it to the Society or by
leaving it at that address; alternatively, in the case of a member who has
notified the Society of an electronic address to be used for this purpose, the
Society may give any notice to that member by electronic means.
129
A member may give any notice to the Society either by sending it by post in a
pre-paid envelope addressed to the Society at its registered office or by
leaving it, addressed to the secretary, at the Societys registered office.
130
Any notice, if sent by post, shall be deemed to have been given at the expiry
of twenty four hours after posting; for the purpose of proving that any notice
was given, it shall be sufficient to prove that the envelope containing the
notice was properly addressed and posted.
131
Any notice sent by electronic means shall be deemed to have been given at
the expiry of 24 hours after it is sent; for the purpose of proving that any
notice sent by electronic means was indeed sent, it shall be sufficient to
provide any of the evidence referred to in the relevant guidance issued from
time to time by the Institute of Chartered Secretaries and Administrators.
132
Subject to rule 134, these rules may be altered by way of a resolution passed
by the members at a general meeting, providing at least two thirds of the
votes cast in relation to the resolution are in favour and that the notice
convening the meeting included details of the alterations to be proposed at
the meeting.
134
No alteration to the rules shall be valid until it has been registered by the
Financial Services Authority.
135
For the avoidance of doubt, the deletion of any rule, or the insertion of any
additional rule, shall be deemed to be an alteration to the rules for the
purposes of rules 133 and 134.
Borrowing
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18
136
The Society shall have power to borrow money (without any specific
limitations on that power) and shall have power to grant securities over any
of its property (including the assets and undertaking of the Society, present
and future) in respect of sums borrowed by the Society and/or the
performance of any obligations of the Society.
137
The Society may receive donations or interest-free loans to support its work;
the Society shall not, however, accept deposits.
Auditors
138
Subject to rule 139, the Society shall appoint an auditor in respect of each
financial year who is qualified under the IPS Legislation to audit the
Societys accounts for that year.
139
The Society shall (subject to rule 140) be exempt from the obligation to
appoint a qualified auditor if it is eligible for that exemption under the IPS
Legislation.
140
141
Annual return
142
Every year, and within the period prescribed by the IPS Legislation, the
secretary shall send to the Financial Services Authority the annual return for
the society, in the form prescribed by the Financial Services Authority,
relating to its affairs for the period required by the IPS Legislation to be
included in the return; together with: 142.1 a copy of the report of the auditor on the Societys accounts for the
period included in the return; or a copy of such other report (if any) as
is required by the IPS Legislation for such period; and
142.2 a copy of each balance sheet as at the end of that period, and of the
The Society shall supply (free of charge) to any member, or to any person
with an interest in the funds of the Society, a copy of the latest annual return,
together with a copy of the auditors report on the accounts and balance sheet
contained in the return.
GLAS 1511402 v 4
19
144
A copy of these rules (including all alterations which are in force) shall be
given free of charge to any member upon demand; and shall be provided to
any non-member provided he/she/it pays the fee applicable at the time for a
copy of rules under the IPS Legislation (or, if no specific fee is stated in the
IPS Legislation, such reasonable fee as the Committee may prescribe from
time to time).
Upon a claim being made by the executors (or other personal representatives)
of a deceased member or the trustee in sequestration of a bankrupt member to
any property in the Society belonging to the deceased/bankrupt member, the
Society shall transfer or pay such property to which the personal
representatives or trustee in sequestration has become entitled as the personal
representatives or trustee in sequestration may direct.
146
Application of surpluses
147
Investment of funds
148
The Society may invest any part of its funds in the manner permitted by the
IPS Legislation.
Seal
149
150
If the Society does not have a seal, a document which is intended to be selfproving shall be signed (a) by one Committee member and the secretary; or
(b) by two Committee members.
Dissolution
GLAS 1511402 v 4
20
151
The Society may be dissolved by the consent of three quarters or more of the
members by their signatures to an instrument of dissolution, or by windingup in a manner provided by the IPS Legislation.
152
If, on the winding-up or dissolution of the Society, any of the Societys assets
remain to be disposed of after its liabilities are satisfied, those assets shall not
be distributed among the members, but shall be transferred instead to some
other charitable body or bodies.
153
Indemnity
154
155
For the avoidance of doubt, the Society shall be entitled to purchase and
maintain for any Committee member insurance against any loss or liability
which any Committee member or other officer of the Society may sustain or
incur in connection with the execution of the duties of his/her office, and
such insurance may extend to liabilities arising out of the negligence of a
Committee member.
Interpretation
156
In these rules:156.1 the IPS Legislation means (subject to rule 157) the Industrial and
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158
References in these rules to the singular shall be deemed to include the plural.
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Signatures
1
2
3
Secretary
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23