BOARD MEETINGS

50. The Board is to meet at least 4 times in every calendar year at such times and places as they think fit. Seven clear days' notice of the date and place of each meeting is to be given in writing or by email by the Secretary to all members of the Board. A Board meeting may be called by shorter notice if it is so agreed by all the Board members entitled to attend and vote at the meeting. 50% of Board members or such higher number as the Board may determine will form a quorum.

51. The Board will elect a Chair and other officers from its members. The Chair shall be an elected member of the Board, or shall carry the support of a majority of elected members of the Board. Unless they are unwilling to do so, the Chair shall preside at every Board meeting at which they are present. But if there is no Board member holding the office or the Board member holding it is unwilling to preside or is not present within thirty minutes after the time appointed for the meeting, the Board members present may appoint one of their numbers to be chair of the meeting.

52. Unless the Board decides otherwise, the Chief Executive is to attend each meeting of the Board.

53. Meetings of the Board may be called either by the Secretary, or by a notice in writing or by email given to the Secretary by the Chair of the Board, or by two Board members, specifying the business to be discussed. The Secretary is to communicate every such notice to all Board members as soon as possible and the meeting is to be held at a venue decided by the Secretary not earlier than seven days and not later than fourteen days after the receipt by the Secretary of the notice. Should the Secretary fail to convene the meeting, the Chief Executive, Chair or the two Board members who have given the notice in writing may call the meeting. No business is to be done at the meeting other than the business specified in the notice.

54. The Board may agree that its members can participate in its meetings by telephone video or computer link. Participation in a meeting in this manner shall be deemed to constitute presence in person at the meeting.

55. The Board may appoint specialist advisors to advise on any issue and may invite them to attend and speak (but not vote) at meetings of the Board.

56. Questions arising at a Board meeting shall be decided by a majority of votes. In case of an equality of votes at a Board meeting the chairman is to have a casting vote.

57. A resolution in writing or by email agreed by members of the Board will have the same effect as a resolution passed at a meeting of the Board and may consist of several documents in the like form each signed by one or more Board members. Members may confirm assent to proposals by email or other electronic means. All such proposals must first be issued by the Secretary to all members

.58. Save for the exceptions referred to below, no Board member is to have any material financial interest personally or as a member of a firm or company or as a director or other officer of a business trading for profit or in any other way whatsoever in any contract or other transaction with the Society. For the purposes of this rule, an interest of a person who is connected with a Board member shall be treated as an interest of that Board member. The exceptions are that Board members may:

a) Be paid expenses including travelling expenses and, in the case of the Chief Executive, receive the remuneration due under his or her service contract;
b) Declare an interest in a particular contract or issue and:

i. not be present except with the permission of the Board at any discussion of the contract or issue
ii. Not vote on the contract or issue (and if by inadvertence they do remain and vote, their vote is to not be counted.

59. Any member of the Board who has a financial interest as described in Rule 57 must vacate their office either for a period or permanently if requested so to do by a majority of the remaining members of the Board. Any member of the Board who fails to disclose any interest required to be disclosed under Rule 57 must permanently vacate their office if required to do so by a majority of the remaining Board members

COMMITTEES OF THE BOARD

60. The Board may delegate any of its powers to committees of the Board.

61. The Board will:

a) Decide the membership of each committee;
b) Appoint the chairman of each committee;
c) Lay down the procedure to be adopted by each committee (including the quorum);
d) Produce a written record of the scope and authority of each committee.

FINANCIAL AUDIT

62. The Society Board will in respect of each year of account ending on 31st January:

a) Cause to be prepared a revenue account or revenue accounts which:
i. standard adopted or issued by the Society singly or together deal with the affairs of the Society and any subsidiary or holding company or society as a whole for that year; and
ii. Give a true and fair view of the income and expenditure of the Society and any subsidiary or holding company or society for that year; and
iii. Comply with the Act, any other relevant statutes or regulations and the relevant accounting
b) Cause to be prepared a balance sheet giving at that date a true and fair view of the state of the affairs of the Society and any subsidiary or holding company or society and complying with the Act, any other relevant statutes or regulations and the relevant accounting standard adopted or issued by the Society.

63. Every balance sheet presented to a meeting of members is to be accompanied by a report of the Board, signed by the chairman of the meeting of Board adopting the report, on the state of the Society any subsidiary or holding company or society

64. The Board is to lay a revenue account and balance sheet duly audited and signed by the auditor and incorporating the report of the auditor thereon before each annual general meeting, accompanied by a report by the Board on the position of the affairs of the Society and any subsidiary or holding company or society signed by the chairman of the Board meeting at which the report is adopted.

65. The Board is not to cause to be published any balance sheet unless it has previously been audited by the auditor and it incorporates a report by the auditor that it gives a true and air view of the income and expenditure, or the state of the affairs of the Society, as the case may be. Every revenue account and balance sheet published is to be signed by the Secretary and by two Board members acting on behalf of the Board

66. A qualified auditor must be appointed to audit the Society's accounts and a balance sheet for each financial year. In this rule "qualified auditor" means a person who is a qualified auditor under Section 7 of the Friendly and Industrial and Provident Societies Act1968 and Section 25 of the Companies Act 1989.

67. The auditor shall, in accordance with Section 9 of the Friendly and Industrial and Provident Societies Act 1968, make a report to the Society on the accounts examined by them and on the revenue account or accounts and the balance sheet of the Society for the year in question.

68. None of the following persons is to be appointed as auditor of the Society:

a) An officer or servant of the Society; or
b) A person who is a partner or close relative of or in the employment of or who employs an officer or servant of the Society.

69. Save as provided in this Rule every appointment of an auditor is to be made by resolution of a general meeting of the Society. The exceptions are:

a) the first appointment of an auditor is to be made within three months of the registration of the Society and is to be made by the Board if no general meeting of the Society is held within that time;
b) The Board may appoint an auditor to fill any casual vacancy occurring between general meetings of the Society.

70. An auditor appointed to audit the accounts and balance sheet of the Society for the preceding year of account (whether by a general meeting or by the Board) is to be reappointed as auditor of the Society for the current year of account (whether or not any resolution expressly re-appointing them has been passed) unless:

a) A resolution has been passed at a general meeting of the Society appointing somebody instead of them or providing expressly that they are not be reappointed; or
b) They have given to the Society notice in writing of their unwillingness to be reappointed; or
c) They are not permitted by these Rules to be the auditor; or
d) They have ceased to act as auditor of the Society by reason of incapacity; ore) proper notice of an intended resolution to appoint another person in their place has been given but the resolution cannot be proceeded with because of the death or incapacity of that other person.

71. A resolution at a general meeting of the Society: a) appointing another person as auditor in place of a retiring auditor; orb) providing expressly that a retiring auditor is to not be re-appointed will not be effective unless notice of the intention to move it has been given to the Society not less than twenty-eight days before the meeting at which it is to be moved. If such a notice is given the following procedure will be adopted.

i. The Society will send a copy of the notice to the retiring auditor.
ii. If it is practicable to do so the Society will give notice of the intended resolution to its members with the notice of the meeting.
iii. If that is not practicable, the Society will publish details for the notice by advertisement not less than seven days before the meeting in a newspaper circulating in the area in which the Society conducts its business.
iv. If the retiring auditor makes any representations in writing to the Society in response to the notice or notifies the Society that they intend to make such representations, the Society will notify the members as required by Section 6of the Friendly and Industrial and Provident Societies Act 1968.

ANNUAL RETURNS

72. The Society will make an annual return to the Registrar as required by the Act.73. The Society will supply a copy of the last annual return with all supporting documents to any member on request and without charge.

AMENDMENT TO RULES

74. Unless these Rules say otherwise any Rule may be altered or rescinded, or any new rule may be made, by resolution of at least two thirds of the members who attend and vote at a general meeting. No change to these Rules shall be valid until registered.75. The following Rules may only be changed by a majority of at least three quarters of the members present and voting at a general meeting:-i. Rule 2 (Objects)ii. Rule 5 (Application of Profits)iii. Rule 6 (Principles)iv. This Rulev. Rule 75 (Changes to the Constitution)vi. Rule 82 (Transfer of property on dissolution)

CHANGES TO THE CONSTITUTION

76. The Act provides that the Society may by special resolution: a) amalgamate with another society or a company registered under the Companies Acts b) transfer its engagements to another society or a company registered under the Companies Acts c) convert itself into a company registered under the Companies Acts The quorum at any general meeting called to consider such a resolution shall be 50% of the members entitled to attend and vote at the meeting unless the resolution proposes an amalgamation with or transfer of engagements to a member of the Society.

INVESTMENT AND BORROWING

77. The funds of the Society may, to the extent permitted by the law for the time being in force and with the authority of the Board, be invested: a) in the shares of any subsidiary company or society;b) in any manner expressly authorised by the Act; but are to not be invested otherwise.

78. The Society has power to borrow money to achieve its objects provided that, at thetime of borrowing, the sum of the amount remaining undischarged of monies borrowedand the amount of the proposed borrowing is not to exceed the turnover of the Society in the last financial year for which audited accounts are available as disclosed by the audited accounts.

79. Subject to these Rules and any existing loan arrangements the Board is to have power to determine from time to time the terms and conditions upon which money is borrowed or loan stock is issued and to vary such terms and conditions.

80. Deposits are not to be taken either from members or non-members.

81. A receiver appointed by a mortgagee may assume such powers of the Board or the Chief Executive as he or she considers necessary to carry out the receiver's duties.

DISSOLUTION

82. The Society may be dissolved by the consent of three-quarters of the members who sign an instrument of dissolution in the form provided by Treasury Regulations or by winding up in the manner provided by the Act.

83. If on the winding up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same is to be transferred to

a) one or more other societies that are members of the Society or failing that
b) one or more societies established for the benefit of the community in each case as determined by the members at a meeting called to decide the issue. Nothing belonging to the Society shall be transferred to any other society unless that society has in its rules a rule substantially in the terms of this Rule.

INDEMNITY

84. Officers will be indemnified by the Society against all costs, losses and expenses which they may reasonably incur in the discharge of their duties, including travelling expenses, and the amount for which such indemnity is provided will immediately attach as a charge on the property of the Society.85. No officer is to be liable for any loss happening to the Society through the execution of the duties of their office, unless the loss be the consequence of their own dishonesty or gross negligence. Subject to the provisions of the Act every officer is to be indemnified out of the assets of the Society against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Society.

Part Four