Guest 1694- Registered: 24 Feb 2016
- Posts: 1,087
Alexander, below in full. I know you have been able to read this document in the past, because, despite your protestations, you have quoted elements from it on other threads within this forum and asked questions about it, including at least one variation on the above set of questions.
The Dover People's Port Trust Limited
Registered under the Industrial &
Provident Societies Act 1965 on
23 August 2010 as amended by
Special resolutions on 14 October 2010, 26 October 2011 and 27
January 2012
Registered Number: 31026R
Charity: XT28458
CONTENTS
Part A Name and objects
A1 Name
A2 Objects
A3-A4 Non-profit
Part B Powers of association, board, and shareholders
B1-B3 Powers
B4-B6 Powers of the board
B7 Limited powers of shareholders in general meeting
B8-B9 General
Part C Shareholders and general meetings
C1 Obligations of shareholders
C2-C4 Nature of shares
C5-C10 Nature of shareholders
C11-C13 Admission of shareholders
C14-C15 Ending of shareholding
C16-C17 Annual general meeting
C18-C19 Special general meeting
C20-C21 Calling a general meeting
C22-C26 Proceedings at general meeting
C27 Proxies
C28-C34 Voting
Part D The board
D1 Functions
D2-D8 Composition of board
D9-D13 Election to the board
D14 Candidates for the board
D15 Quorum for the board
D16-D22 Board members' interests
D23-D24 Meetings of the board
D25-D28 Management and delegation
D29-D33 Miscellaneous provisions
Part E Chair, chief executive, secretary and other officers
E1-E3 The chair
E4-E5 The chair's responsibilities
E6 The chief executive
E7 The secretary
E8 Other officers
E9-E10 Miscellaneous
Part F Financial control and audit
F1-F6 Auditor
F7- F8 Auditor's duties
F9-F11 Accounting requirements
F12 Annual returns and balance sheets
F13-F15 Borrowing
F16 Use of financial instruments
F17 Investment
Part G Miscellaneous and statutory
G1-G2 Registered office and name
G3 Disputes
G4-G9 Minutes, seal, registers and books
G10-G11 Statutory applications to the Financial Services Authority
G12 Amendment of rules
G13-G14 Dissolution
G15 Interpretation of terms
PART A NAME AND OBJECTS
Name
A1 The name of the society shall be The Dover People's Port Trust Limited ("the association").
Objects
A2 The association is formed for the benefit of the community. Its objects shall be to carry on for the benefit of the community within England and Wales and in particular the Town of Dover and its neighbouring areas (the "Area of Benefit"):
A2.1 The promotion for the benefit of the public of urban or rural regeneration in areas of social and economic deprivation, in particular in the Area of Benefit, its Port by all or any of the following means:-
a) the relief of financial hardship
b) the relief of unemployment
c) the advancement of education, training or retraining, particularly among unemployed people and providing unemployed people with work experience
d) the provision of financial assistance, technical assistance or business advice or consultancy in order to provide training and employment opportunities for unemployed people in cases of financial or other charitable need through help (i) in setting up their own business, or (ii) to existing businesses
e) the creation of training and employment opportunities by the provision of workspace, buildings, and/or land for use on favourable terms
f) the provision of housing for those who are in conditions of need and the improvement of housing in the public sector or in charitable ownership provided that such power shall not extend to relieving any local authorities or other bodies of a statutory duty to improve housing
g) the maintenance, improvement and provision of public amenities
h) the preservation of buildings or sites of historic or architectural importance
i) the provision of recreational facilities for the public at large or those who by reason of their youth, age, infirmity or disability, financial hardship or social and economic circumstances, have need of such facilities
j) the protection or conservation of the environment
k) the provision of public health facilities and childcare
l) the promotion of public safety and prevention of crime
m) the development of the capacity and skills of the members of socially and economically disadvantaged communities in the Area of Benefit such a way as they are better able to identify, and help meet, their needs and to participate more fully in society
n) other activities referred to in section 126 of the Housing Grants, Construction and Regeneration Act 1996,
A2.2 any other charitable object that can be carried out by an Industrial and Provident Society.
Non-profit
A3 The association shall not trade for profit.
A4 Nothing shall be paid or transferred by way of profit to shareholders of the association.
PART B POWERS OF ASSOCIATION, BOARD, AND SHAREHOLDERS
Powers
B1 The association shall have power to do anything that a natural or corporate person can lawfully do which is necessary or expedient to achieve its objects, except as expressly prohibited in these rules.
B2 Without limiting its general powers the association shall have power to:
B2.1 take or grant any interest in land, including any mortgage, charge, floating charge or other security whatsoever or carry out works to buildings;
B2.2 to acquire, or hire, property of any kind to sell, dispose of, let, hold or build or otherwise deal with any property, land or buildings owned by the association
B2.3 help any charity or other body not trading for profit in relation to any of the objects;
B2.4 subject to rules F13, F14 and F15 borrow money or issue loan stock for the purposes of the association on such terms as the association thinks fit;
B2.5 subject to rule F17 invest the funds of the association; and
B2.6 lend money or borrow and/or lend money to any subsidiary, parent or associate of the association which is a charitable entity, and/or guarantee, enter into any contract of indemnity or suretyship or provide security for the borrowings or performance of the obligations of any subsidiary, parent or associate of the association which is a charitable entity in each case on such terms as the association shall think fit.
B3 The association shall not have power to receive money on deposit in any way which would require authorisation under the Banking Act 1987 or any other authority required by statute unless it has such authorisation.
Powers of the board
B4 The business of the association shall be directed by the board.
B5 Apart from those powers which must be exercised in general meeting:
B5.1 by statute; or
B5.2 under these rules
all the powers of the association may be exercised by the board for and in the name of the association.
B6 The board shall have power to delegate, in writing, the exercise of any of its powers to committees and to employees of the association or of any parent or associate of the association on such terms as it determines. Such delegation may include any of the powers and discretions of the board.
Limited powers of shareholders in general meeting
B7 The association in general meeting can only exercise the powers of the association expressly reserved to it by these rules or by statute.
General
B8 The certificate of an officer of the association that a power has been properly exercised shall be conclusive as between the association and any third party acting in good faith.
B9 A person acting in good faith who does not have actual notice of any regulations shall not be obliged to see or enquire if the board's powers are restricted by such regulations.
PART C SHAREHOLDERS AND GENERAL MEETINGS
Obligations of shareholders
C1 All shareholders agree to be bound by the obligations on them as set out in these rules. When acting as shareholders they shall act at all times in the interests of the association and, for the benefit of the community, as guardians of the objects of the association.
Nature of shares
C2 The association's share capital shall be raised by the issue of shares. Each share has the nominal value of ten pounds which shall carry no right to interest, dividend or bonus.
C3 Only shares held by the nominee of an unincorporated body (alone or jointly with other nominees) can be transferred and only to a new nominee (alone or jointly with other nominees) of that unincorporated body.
C4 When a shareholder ceases to be a shareholder or is expelled from the association, his or her share shall be cancelled. The amount paid up shall become the property of the association.
Nature of shareholders
C5 A shareholder of the association is a person or body whose name and address is entered in the register of shareholders.
C6 The following cannot be shareholders:
C6.1 a minor;
C6.2 a person who has been expelled as a shareholder, unless authorised by special resolution at a general meeting; or
C6.3 an employee of the association or an employee of any other body whose accounts must be consolidated with those of the association.
C7 A shareholder can be the nominee of an unincorporated body. In such cases the register shall contain the name and address of the shareholder, and shall designate the shareholder as the nominee of a named unincorporated body. The address of the unincorporated body shall also be entered in the register if it differs from the address of the shareholder nominee.
C8 A corporate body can be a shareholder. It can appoint an individual to exercise its rights at general meetings. Any such appointment shall be in writing, and given to the secretary.
C9 No shareholder shall hold more than one share and each share shall carry only one vote.
C10 A share cannot be held jointly unless by nominees of an unincorporated body.
Admission of shareholders
C11 The board shall set review and publish its policies and objectives for admitting new shareholders, provided nevertheless, that, save for the initial members, only persons resident or working, or corporate bodies with offices, in the administrative area of Dover District Council will be eligible for admission. The board shall only admit new shareholders in accordance with such policies.
C12 An applicant for a share shall apply in writing to the association's registered office:
C12.1 setting out their reasons for applying and their qualifications in accordance with the association's policies; and
C12.2 pay the sum of ten pounds (which shall be returned to them if the application is not approved).
C13 Every application shall be considered by the board in accordance with rule C11. The board has the power in its absolute discretion to accept or reject the application. If the application is approved both by the board the name of the applicant and the other necessary particulars shall be entered in the register of shareholders. One share in the association shall be issued to the applicant.
Ending of shareholding
C14 A shareholder shall cease to be a shareholder if:
C14.1 they die; or
C14.2 they are expelled under rule C15; or
C14.3 they withdraw from the association by giving notice to the secretary which shall be effective on receipt by the secretary; or
C14.4 in the case of a body corporate it ceases to be a body corporate; or
C14.5 in the case of the nominee of an unincorporated body, they transfer their share to another nominee of that body; or
C14.6 they cease to be eligible to be a shareholder under rule C6 or C11.
C15 C15.1 A shareholder may only be expelled by a special resolution at a special general meeting called by the board.
C15.2 The board must give the shareholder at least one month's notice in writing of the general meeting. The notice to the shareholders must set out the particulars of the complaint of conduct detrimental to the association, and must request the shareholder to attend the meeting to answer the complaint.
C15.3 At the general meeting called for this purpose the shareholders shall consider the evidence presented by the board and by the shareholder (if any). The meeting may take place even if the shareholder does not attend.
C15.4 If the resolution to expel the shareholder is passed in accordance with this rule, the shareholder shall immediately cease to be a shareholder.
Annual general meeting
C16 The association shall hold a general meeting called the annual general meeting within six calendar months after the close of each of its financial years.
C17 The functions of the annual general meeting shall be:
C17.1 to receive the annual report which shall contain:
(a) the revenue accounts and balance sheets for the last accounting period;
(b) the auditor's report (if one is required by law) on those accounts and balance sheets;
(c) the board's report on the affairs of the association;
(d) the board's statement of the values and objectives of the association;
(e) a statement of the current obligations of board members to the board and the association;
(f) a statement of the skills, qualities and experience required by the board amongst its members; and
(g) the policy for admitting new shareholders.
C17.2 to appoint the auditor (if one is required by law);
C17.3 to elect board members if applicable;
C17.4 to transact any other general business of the association proposed by the board and included in the notice convening the meeting including any business that requires a special resolution.
Special general meetings
C18 C18.1 All general meetings other than annual general meetings shall be special general meetings and shall be convened either:
(a) upon an order of the board; or
(b) upon a written requisition signed by one-tenth of the shareholders (to a maximum of twenty five but not less than three) stating the proposed resolutions for which the meeting is to be convened.
C18.2 If within twenty-eight days after delivery of a requisition to the secretary a meeting is not convened, the members who have signed the requisition may convene a meeting.
C19 A special general meeting shall not transact any business that is not set out in the notice convening the meeting.
Calling a general meeting
C20 C20.1 All general meetings shall be convened by at least fourteen clear days' written notice posted or delivered by hand or sent by fax or e mail to every member at the address fax number or e mail address given in the share register. The notice shall state whether the meeting is an annual or special general meeting, the time, date and place of the meeting, and the business for which it is convened.
C20.2 All shareholders may agree by consenting in writing or by e mail to a general meeting being held on less than fourteen clear days' notice.
C21 Any accidental failure to get any notice to any shareholder, shall not invalidate the proceedings at that general meeting. A notice or communication sent to a shareholder at their address, fax number or e mail address shown in the register of shareholders shall be deemed to have arrived as specified in rule G15.11.
Proceedings at general meetings
C22 Before any general meeting can start its business there must be a quorum present. A quorum is one-tenth of all shareholders with a minimum number of six and a maximum number of 25. As part of the quorum at least two shareholders must be present in person.
C23 A meeting held as a result of a shareholder's requisition will be dissolved if too few shareholders are present half an hour after the meeting should begin.
C24 All other general meetings with too few shareholders will be adjourned to the same day, at the same time and place in the following week. If too few shareholders are present within half an hour of the time the adjourned meeting should have started, those shareholders present shall carry out the business of the meeting.
C25 The chair of any general meeting can:
C25.1 take the business of the meeting in any order that the chair may decide; and
C25.2 adjourn the meeting if the majority of the shareholders present in person or by proxy agree. An adjourned meeting can only deal with matters adjourned from the original meeting. An adjourned meeting is a continuation of the original meeting. The date of all resolutions passed is the date they were passed (as opposed to the date of the original meeting). There is no need to give notice of an adjournment or to give notice of the business to be transacted.
C26 At all general meetings of the association the chair of the board shall preside. If there is no such chair or if the chair is not present or is unwilling to act, the deputy chair (if any) shall chair the meeting, failing which the shareholders present shall elect a shareholder to chair the meeting. The person elected shall be a member of the board if one is present and willing to act.
Proxies
C27 A proxy can be appointed by delivering a written appointment by post or by hand to the registered office by no later than 12 noon two business days before the date of the meeting at which the proxy is authorised to vote. It must be signed by the shareholder or a duly authorised attorney. Any proxy form delivered late shall be invalid. Any question as to the validity of a proxy shall be determined by the chair of the meeting whose decision shall be final. A proxy need not be a shareholder of the association.
Voting
C28 Subject to the provisions of these rules or of any statute, a resolution put to the vote at a general meeting shall, except where a ballot is demanded or directed, be decided upon a show of hands.
C29 On a show of hands every shareholder present in person and on a ballot every shareholder present in person or by proxy shall have one vote. In the case of an equality of votes the chair of the meeting shall have a second or casting vote.
C30 Unless a ballot is demanded (either before or immediately after the vote), a declaration by the chair that a resolution on a show of hands has been carried or lost, unanimously or by a particular majority, is conclusive. An entry made to that effect in the book containing the minutes of the proceedings of the association, shall be conclusive evidence of that fact.
C31 Any question as to the acceptability of any vote whether tendered personally or by proxy, shall be determined by the chair of the meeting, whose decision shall be final.
C32 A ballot on a resolution may be demanded by any three shareholders at a meeting (in person or by proxy) or directed by the chair (and such demand or direction may be withdrawn). A ballot may be demanded or directed after a vote on the show of hands, and in that case the resolution shall be decided by the ballot.
C33 A ballot shall be taken at the meeting at such time and in such manner as the chair shall direct. The result of such a ballot shall be deemed to be the resolution of the association in general meeting.
C34 A resolution in writing sent to all shareholders by post, fax or e mail, or delivered by hand, and signed by three quarters of such shareholders shall be as valid and effective as if it had been passed at a properly called and constituted meeting of shareholders.
PART D THE BOARD
Functions
D1 The association shall have a board (in these rules referred to as "the board") which shall direct the affairs of the association in accordance with its objects and rules and ensure that its functions are properly performed. Amongst its functions shall be to:
D1.1 define and ensure compliance with the values and objectives of the association and ensure these are set out in each annual report;
D1.2 establish policies and plans to achieve those objectives;
D1.3 approve each year's accounts prior to publication and approve each year's budget;
D1.4 establish and oversee a framework of delegation and systems of control;
D1.5 agree policies and make decisions on all matters that create significant financial risk to the association or which affect material issues of principle;
D1.6 monitor the association's performance in relation to these plans, budget, controls and decisions;
D1.7 appoint (and if necessary remove) the chief executive (if any);
D1.8 satisfy itself that the association's affairs are conducted in accordance with generally accepted standards of performance and propriety; and
D1.9 take appropriate advice.
Composition of the board
D2 D2.1 The board shall consist of six board members or such greater number not exceeding fourteen (including co-optees) as may be determined by the association in general meeting provided that all board members shall be shareholders and they shall be in the following categories with immediate effect:-
(a) the Member of Parliament for Dover and Deal (ex officio);
(b) person nominated by Dover District Chamber of Commerce (ex officio);
(c) up to four directors ("community board members") elected in accordance with rule D10
and the following categories as and when the above board members (including any co-optees) shall in their absolute discretion decide:-
(d) one person nominated by each of Kent County Council and Dover District Council (ex officio)
(e) the Mayor of the Town of Dover or other Town Council nominee (ex officio)
D3 The board shall in its annual report set out the obligations of every board member to the board and to the association. The board shall review and may amend the obligations of board members from time to time.
D4 D4.1 The board may appoint co-optees to serve on the board on such terms as the board resolves and may remove such co-optees. A co-optee may act in all respects as a board member and can take part in all the deliberations of the board.
D4.2 The board may appoint or co-opt the association's chief executive (as appointed in rule E6) and other executive directors.
D5 Not more than five co-optees can be appointed to the board or to any committee at any one time.
D6 No one can become or remain a board member at any time if:
D6.1 they are disqualified from acting as a director of a company for any reason; or
D6.2 they have been convicted of an indictable offence within the last five years or they have been convicted of any other offence which in the opinion of the board brings the association into disrepute or which is not considered by the board to be compatible with the role of board member, and the board resolves (by a two thirds majority) that they should be removed; or
D6.3 they have absented themselves from four consecutive meetings of the board without special leave of absence from the board; or
D6.4 they are, or may be, suffering from Mental Disorder (as defined by Section 1 of the Mental Health Act 1983 (as amended)) and:
(a) are admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960; or
(b) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for their detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to their property or affairs; or
(c) in the opinion of a registered medical practitioner they are suffering from a mental disorder by reason of which they are incapable of carrying out the duties of a board member; or
D6.5 they are an employee and their employment with the association or any subsidiary is terminated for any reason, and any board member who at any time ceases to qualify under this rule shall immediately cease to be a board member.
D6.6 they shall cease to be a shareholder
D7 A board member may be removed from the board
D7.1 by a special resolution at a general meeting; or
D7.2 by a resolution passed by three quarters of the board present provided the following conditions are satisfied:
(a) at least fourteen days notice of the proposed resolution has been given to all board members; and
(b) the notice sets out in writing the alleged breach(es) of the member's obligations in accordance with rule D3; and
(c) the board is satisfied that the allegation(s) is or are true.
D8 Whenever the number of board members and co-optees is less than permitted by these rules, the board may appoint a further board member in addition to the board's power to co-opt. Any board member so appointed shall retire at the next annual general meeting.
Election to the board
D9 In every notice for an annual general meeting the board shall set out its requirements for the skills, qualities and experience which it needs from its members. The notice shall state the extent to which those requirements are met by those board members continuing in office, and those retiring and intending to re-offer themselves for election.
D10 D10.1 The community board members shall be liable to retirement by rotation over a three year cycle. In the first year and second year of such rotation, one of the community board members shall retire from office at the annual general meeting and shall be replaced by a community board member in accordance with rule D11. In the third year of such rotation two of the community board members shall retire from office at the annual general meeting and shall be replaced in accordance with rule D11. At each subsequent annual general meeting the rotational cycle will be repeated.
D10.2 The community board member then retiring shall be the person who has been longest in office since they were last elected or re-elected to the board. If the choice is between people who became board members on the same day those to retire shall be chosen by lot if not agreed.
D10.3 Any community board member appointed to fill a casual vacancy under rule D8 during the year and who retires for that reason shall not be required to retire under rule D10.
D11 D11.1 If at an annual general meeting, the candidates for election as a community board member equals the number of vacancies on the board, the chair shall declare that candidate or candidates to have been duly elected. If the number of candidates exceed the number of vacancies the meeting shall elect the community board members by ballot in such a manner as the chair directs.
D12 D12.1 In an election at a general meeting every shareholder present in person or by proxy shall have one vote for every vacancy but shall not give more than one vote to any one candidate.
D12.2 In casting their votes in an election, shareholders shall endeavour to ensure that the board possesses the quality, skills and experience which the association has from time to time determined that it requires.
D13
Candidates for the board
D14 D14.1 Any candidate for election to the board shall submit a written statement to the association in such form as the board from time to time determines. It shall set out the candidate's full name, address, and occupation, and the reasons for their suitability to be a board member.
D14.2 In addition a candidate who is not retiring as a board member must be nominated in writing by another shareholder.
D14.3 The statement and nomination shall be delivered to the registered office at least three business days before the meeting at which the vacancies on the board are to be filled.
D14.4 Candidates for the board shall be selected on the basis of their business, financial, legal and other professional skills.
Quorum for the board
D15 D15.1 Four board members, or half of the board (whichever is lower) shall form a quorum, at least one whom should be a community board member. The board may determine a higher number.
D15.2 If the number and make up of board members falls below the number and make up necessary for a quorum, the remaining board members may continue to act as the board for a maximum period of six months and the provisions of rule D15.1 shall be suspended for that time. At the end of that time the only power that the board may exercise shall be to call a general meeting of the association to bring the number and make up of board members up to that required by these rules.
Board members' interests
D16 No board member, co-optee or member of a committee shall have any financial interest:
D16.1 personally; or
D16.2 as a member of a firm; or
D16.3 as a director or other officer of a business trading for profit; or
D16.4 in any other way whatsoever save that there shall be deemed to be no financial interest in relation to shares except in the circumstances referred to in rule D19.4 or in respect of the interests of user board members;
in any contract or other transaction with the association, unless it is expressly permitted by these rules.
D17 The association shall not pay or grant any benefit to anyone who is a board member or a co-optee or a member of a committee, unless it is expressly permitted by these rules.
D18 Any board member, co-optee or member of a committee, having an interest in any arrangement between the association and someone else shall disclose their interest, before the matter is discussed by the board or any committee. Unless it is expressly permitted by these rules they shall not remain present unless requested to do so by the board or committee, and they shall not have any vote on the matter in question. Any decision of the board or of a committee shall not be invalid because of the subsequent discovery of an interest which should have been declared.
D19 Every board member, co-optee and member of a committee shall ensure that the secretary at all times has a list of all other bodies in which they have an interest as:
D19.1 a director or officer; or
D19.2 as a member of a firm; or
D19.3 as an official or elected member of any statutory body; or
D19.4 as the owner or controller of more than 2% of a company the shares in which are publicly quoted or more than 10% of any other company; or
D19.5 as the occupier of any property owned or managed by the association; or
D19.6 any other significant or material interest.
D20 If requested by a majority of the board or members of a committee at a meeting convened specially for the purpose, a board member, co-optee or member of a committee failing to disclose an interest as required by these rules shall vacate their office either permanently or for a period of time.
D21 D21.1 The association may pay properly authorised expenses, when actually incurred on the association's business, and any remuneration as shall be approved by the board from time to time to board members, co-optees and members of committees, subject to any policies of the Charity Commission provided nevertheless that any professional board member is entitled to charge, and be paid, reasonable remuneration for any services that the professional board member or his or her firm provides.
D21.2 The association may also pay insurance premiums in respect of insurance taken out to insure officers and employees against the cost of a successful defence to a criminal prosecution brought against them as officers or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty.
D22 A board member, co-optee or member of a committee shall not have an interest for the purpose of rules D15 to D17 as a board member, director, or officer of any other body whose accounts are or ought to be consolidated with those of the association.
Meetings of the board
D23 The board shall meet at least three times every calendar year. At least seven clear days' written notice of the date and place of every board meeting shall be given by the secretary to all board members and co-optees. The board may meet on shorter notice where all board members so agree.
D24 Meetings of the board may be called by the secretary, or by the chair, or by two board members who give written notice to the secretary specifying the business to be carried out. The secretary shall send a written notice to all board members and co-optees to the board within seven business days after receipt of such a request. The secretary shall call a meeting on at least seven but not more than fourteen days' notice to discuss the specified business. If the secretary fails to call such a meeting then the chair or two board members, whichever is the case, shall call such a meeting.
Management and delegation
D25 The board may delegate any of its powers under written terms of reference to its committees or to officers or employees or to those of, a subsidiary or associate of the association. Those powers shall be exercised in accordance with any written instructions given by the board.
D26 The membership of any committee shall be determined by the board. Every committee shall include one board member or co-optee to the board. The board may appoint the chair of any committee and shall specify the quorum.
D27 All acts and proceedings of any committee shall be reported to the board.
D28 No committee can incur expenditure on behalf of the association in excess of one thousand pounds unless at least one board member or co-optee of the board on the committee has voted in favour of the resolution and the board has previously approved a budget for the relevant expenditure.
Miscellaneous provisions
D29 All decisions taken at a board or any committee meeting in good faith shall be valid even if it is discovered subsequently that there was a defect in the calling of the meeting, or the appointment of the members at a meeting.
D30 A resolution in writing sent to all board members or all members of a committee and signed by three quarters of the board members or three quarters of the members of a committee shall be as valid and effective as if it had been passed at a properly called and constituted meeting of the board or committee and such signed resolution can be transmitted by fax or email provided the secretary is satisfied as to the identity of the signatory.
D31 Meetings of the board can take place in any manner which permits those attending to hear and comment on the proceedings and any board member who can hear and comment on the proceedings shall be considered to be present at the meeting.
D32 A board member acting in good faith shall not be liable to the association for any loss.
D33 Notice may be given to board members by post or fax or e mail at the last address for such communication given to the secretary. The accidental failure to give notice to a board member or the failure of the board member to receive such notice shall not invalidate the proceedings of the board.
PART E CHAIR, CHIEF EXECUTIVE, SECRETARY
AND OTHER OFFICERS
The chair
E1 The association shall have a chair, who shall also chair board meetings, and shall be elected by the board.
E2 The chair on election shall hold office until the commencement of the first board meeting after the next annual general meeting of the association (or until the chair resigns as chair or ceases to be a board member). The first item of business for any board meeting when there is no chair or the chair is not present shall be to elect the chair. The chair shall at all times be a shareholder and a board member and cannot be an employee. In the case of any equality of votes the chair shall have a casting vote.
E3 The chair of the association may be removed at a board meeting called for the purpose provided the resolution is passed by at least two thirds of the members of the board at the meeting. The chair shall hold office as chair for consecutive terms of no more than six years in aggregate.
The chair's responsibilities
E4 The chair shall seek to ensure that:
E4.1 the board's business and the association's general meetings are conducted efficiently;
E4.2 all board members are given the opportunity to express their views;
E4.3 a constructive working relationship is established with, and support provided for the chief executive (if any);
E4.4 the board delegates sufficient authority to its committees, the chair, the chief executive (if any), and others to enable the business of the association to be carried on effectively between board meetings;
E4.5 the board receives professional advice when it is needed;
E4.6 the association is represented as required; and
E4.7 the association's affairs are conducted in accordance with generally accepted codes of performance and propriety.
E5 The chair shall seek to ensure that there is a written statement of the chair's responsibilities which shall be agreed with the board, and reviewed from time to time.
The chief executive
E6 The association may have a chief executive. The chief executive shall be appointed on a written contract of employment, which shall include a clear statement of the duties of the chief executive.
The secretary
E7 The association shall have a secretary who shall be appointed by the board and who may be an employee. The board may also appoint a deputy secretary to act as secretary in the secretary's absence for any reason. The secretary shall in particular:
E7.1 summon and attend all meetings of the association and the board and keep the minutes of those meetings; and
E7.2 keep the registers and other books determined by the board; and
E7.3 make any returns on behalf of the association to the Financial Services Authority; and
E7.4 have charge of the seal of the association (if it has one); and
E7.5 be responsible for ensuring the compliance of the association with these rules.
Other officers
E8 The board may designate as officers such other executives, internal auditor and staff of the association on such terms (including pay) as it from time to time decides.
Miscellaneous
E9 Every officer or employee shall be indemnified by the association for any amount reasonably incurred in the discharge of their duty.
E10 Except for the consequences of their own dishonesty or negligence no officer or employee shall be liable for any losses suffered by the association.
PART F FINANCIAL CONTROL AND AUDIT
Auditor
F1 The association if required by law to do so shall appoint an auditor to act in each financial year. They must be qualified as provided by Section 7 of the Friendly and Industrial & Provident Societies Act 1968 as amended by the Companies Act 1989.
F2 The following cannot act as auditor:
F2.1 an officer or employee of the association;
F2.2 a person employed by or employer of, or the partner of, an officer or employee of the association.
F3 An auditor must be appointed by resolution at a general meeting.
F4 The association's first auditor shall be appointed at a general meeting within three months of its registration or when first required by law to do so, whichever is the later. The board may make the appointment if no meeting is held within three months of the due date. The board may appoint an auditor to fill a casual vacancy.
F5 Where an auditor is appointed to audit the accounts for the preceding year, they shall be re-appointed to audit the current years as well unless:
F5.1 a general meeting has appointed someone else to act or has resolved that the auditor cannot act; or
F5.2 the auditor does not want to act and has told the association so in writing; or
F5.3 the person is not qualified or falls within rule F2 (above); or
F5.4 the auditor has become incapable of acting; or
F5.5 notice to appoint another auditor has been given.
F6 F6.1 Not less than twenty eight days' notice shall be given for a resolution to appoint another person as auditor, or to forbid a retiring auditor being re- appointed.
F6.2 The association shall send a copy of the resolution to the retiring auditor and also give notice to its shareholders at the same time and in the same manner, if possible.
F6.3 If not, the association shall give notice by advertising in a local newspaper at least 14 days before the proposed meeting. The retiring auditor can make representations to the association which must be notified to its Shareholders under Section 6 of the Friendly and Industrial and Provident Societies Act 1968.
Auditor's duties
F7 The findings of the auditor shall be reported to the association, in accordance with Section 9 of the Friendly and Industrial and Provident Societies Act 1968.
F8 The board shall produce the revenue account and balance sheet audited by the auditor, if required, and the auditor's report, if required, at each annual general meeting. The board shall also produce its report on the affairs of the association which shall be signed by the person chairing the meeting which adopts the report.
Accounting requirements
F9 The end of the accounting year must be a date allowed by the Financial Services Authority and shall if permitted be 31 December.
F10 The association shall keep proper books of account detailing its transactions, its assets and its liabilities, in accordance with Sections 1 and 2 of the Friendly and Industrial and Provident Societies Act 1968.
F11 The association shall establish and maintain satisfactory systems of control of its books of account, its cash and all its receipts and payments.
Annual returns and balance sheets
F12 Every year, within the time specified by legislation, the secretary shall send the association's annual return to the Financial Services Authority. The return shall be up-to-date to the time specified in the Act, or such other date allowed by the Financial Services Authority. The annual return shall be accompanied by the auditor's reports, if required, for the period of the return and the accounts and balance sheets to which it refers.
Borrowing
F13 The total borrowings of the association at any time shall not exceed £750 million (seven hundred and fifty million pounds) or such a larger sum as the association determines from time to time in general meeting.
F14 The rate of interest payable at the time terms of borrowing are agreed on any money borrowed shall not exceed the rate of interest which, in the opinion of the board, is reasonable having regard to the terms of the loan. The board may delegate the determination of the said interest rate within specified limits to an officer, board member or a committee.
F15 F15.1 In respect of any proposed borrowing, for the purposes of rule F13, the amount remaining un-discharged of any deferred interest or index-linked monies previously borrowed by the association or on any deep discounted security shall be deemed to be the amount required to repay such borrowing in full if such pre-existing borrowing became repayable in full at the time of the proposed borrowing; and
F15.2 For the purposes of rule F13 in respect of any proposed borrowing intended to be on index-linked or on any deep discounted security the amount of borrowing shall be deemed to be the proceeds of such proposed borrowing receivable by the association at the time of the proposed borrowing.
Use of financial instruments
F16 F16.1 The association shall have the power to enter into and perform a swap transaction, or series of swap transactions, where the board (or a duly authorised committee established under the rules) considers entry by the association into such transaction(s) to be in the best interests of the association provided that at the time of entry into any such transaction(s) the sum of the calculation amount of any swap transaction previously entered into and remaining in effect and the calculation amount of the proposed swap transaction(s) shall not exceed the lower of:-
(a) the association's borrowing limit under rule F13; or
(b) the aggregate amount of the association's variable rate borrowings then drawn down plus the amount of any existing contractually committed loan facilities not yet drawn down in respect of amounts which the association intends at the effective date when drawn will become variable rate borrowings having regard at the effective date to the association's obligations to repay variable rate borrowings and the amount of variable rate borrowings which will be outstanding at any time on or prior to the proposed termination date.
F16.2 Prior to exercising its power under rule F16.1 the association shall obtain and consider proper advice on the question of whether the swap transaction is satisfactory having regard to:-
(a) the association's anticipated payment obligations under its existing borrowings pursuant to rule F13;
(b) the payment obligations under the proposed swap transaction;
(c) the terms and conditions of the swap transaction; and
(d) the association's actual and projected annual income and expenditure position.
F16.3 For the purposes of rule F16.2 proper advice is the advice of a person who is reasonably believed by the board to be qualified by their ability in and practical experience of financial matters and the appropriate derivative transaction and is properly authorised to give such advice under the provisions of the Financial Services and Markets Act 2000. Such advice may be given by a person notwithstanding that they give it in the course of their employment as an officer.
F16.4 A person entering into a swap transaction with the association who has received a written certificate signed by the secretary confirming the association's compliance with the provisions of rule F16.1 and F16.2 shall not be concerned to enquire further whether or not the association has complied with the provisions of rule F16.1 and F16.2 and such transaction shall be valid at the date that it is entered into and throughout its term in favour of such person (or any assignee or successor in title) whether or not the provisions of rules F16.1 and F16.2 have been complied with.
F16.5 For the purposes of this rule F16:-
(a) "calculation amount" "effective date" "floating rate payer" "term" and "termination date" have the respective meanings given in the 2000 ISDA Definitions as amended from time to time;
(b) "variable rate borrowing" means any borrowing by the association pursuant to rule F13 in respect of which the rate of interest has not been fixed for a term in excess of twelve months and the term "fixed" shall exclude any borrowing where the rate of interest is indexed in accordance with a retail prices index or other published index;
(c) "swap transaction" means any transaction which is a rate swap transaction, a forward rate transaction, interest rate option purchased or collar transaction as referred to in the definition of "swap transaction" appearing in the 2000 ISDA Definitions as amended from time to time save that:-
(i) it shall exclude:-
any transaction where any calculation amount is expressed in a currency other than pounds sterling; and
any transaction dealing in commodities; and,
(ii) rate swap transaction shall be deemed to include:-
a retail prices (or other published index) interest rate transaction; and forward rate transactions shall include an option to buy a forward rate transaction (but not sell).
Investment
F17 The funds of the association may be invested by the board in such manner as it determines.
PART G MISCELLANEOUS AND STATUTORY,
REGISTERED OFFICE AND NAME
G1 The association's registered office is Minerva House, 5 Montague Close, London SE1 9BB
G2 The association's registered name must:
G2.1 be placed prominently outside every office or place of business; and
G2.2 be engraved on its seal (if it has one); and
G2.3 be stated on its business letters, notices, adverts, official publications, cheques and invoices.
Disputes
G3 G3.1 Any dispute on a matter covered by the rules shall be dealt with in the County Court if the dispute is between:
(a) the association and an officer; or
(b) the association and a shareholder; or
(c) the association and a person claiming to be a shareholder; or
(d) the association and a person who was a shareholder in the last six months.
G3.2 The arbitrator's decision is binding. No appeal is allowable. No court of law can alter it, but it can be enforced by a County Court.
G3.3 The arbitrator's decision on the costs of the arbitration is binding.
Minutes, seal, registers and books
G4 The minutes of all general meetings and all board and committee meetings shall be recorded, agreed by the relevant subsequent meeting and signed by whoever chairs the meeting and kept safe.
G5 The association need not have a seal, but if it has a seal the secretary shall keep the seal. It shall not be used except under the board's authority. It must be affixed by one board member signing and the secretary countersigning or in such other way as the board resolves. The board may in the alternative authorise the execution of deeds in any other way permitted.
G6 The association must keep at its registered office:
G6.1 the register of shareholders showing:
(a) the names and addresses of all the shareholders; and
(b) a statement of all the shares held by each board member and the amount paid for them; and
(c) a statement of other property in the association held by the shareholder; and
(d) the date that each shareholder was entered in the register of shareholders.
G6.2 a duplicate register of shareholders showing the names and addresses of shareholders and the date they became shareholders.
G6.3 a register of the names and addresses of the officers, their offices and the dates on which they assumed those offices as well as a duplicate.
G6.4 a register of holders of any loan.
G6.5 a register of mortgages and charges on land.
G6.6 a copy of the rules of the association.
G7 The association must display a copy of its latest balance sheet and auditor's report (if one is required by law) at its registered office
G8 The association shall give to all shareholders on request copies of its last annual return with the auditor's report (if one is required by law) on the accounts contained in the return, free of charge.
G9 The secretary shall give a copy of the rules of the association to any person on demand who pays such reasonable sum as permitted by law.
Statutory applications to the FSA
G10 Ten shareholders can apply to the Financial Services Authority to appoint an accountant to inspect the books of the association, provided all ten have been shareholders of the association for a twelve month period immediately before their application.
G11 The shareholders may apply to the Financial Services Authority in order to get the affairs of the association inspected or to call a special general meeting. One hundred shareholders, or one-tenth of the shareholders, whichever is the lesser, must make the application.
Amendment of rules
G12 G12.1 The rules of the association may be rescinded or amended but not so as to stop the association being a charity.
G12.2 The rules may only be amended by a resolution put before the general meeting by the board and approved by at least two thirds of the board.
G12.3 Rules A2; A3; A4; B1; B2; B3; C2; C3; D17; D25; G12 and G14 can only be amended or rescinded by three fourths of the votes cast at a general meeting. Any other rule can be rescinded or amended by two thirds of the votes cast at a general meeting.
G12.4 Amended rules shall be registered with the Financial Services Authority as soon as possible after the amendment has been made. An amended rule is not valid until it is registered.
Dissolution
G13 The association may be dissolved by a three fourths majority of shareholders who sign an instrument of dissolution in the form prescribed by Treasury Regulations; or by winding-up under the Act.
G14 Any property that remains, after the association is wound-up or dissolved and
all debts and liabilities dealt with, the shareholders may resolve to give or transfer to another charitable body with objects similar to that of the association.
Interpretation of terms
G15 In these rules, including this rule, unless the subject matter or context are inconsistent:-
G15.1 words importing the singular or plural shall include the plural and singular respectively;
G15.2 words importing gender shall include the male and female genders;
G15.3 any reference to an Act shall include any amendment or re-enactment from time to time;
G15.4 "amendment of rules" shall include the making of a new rule and the rescission of a rule, and "amended" in relation to rules shall be construed accordingly;
G15.5 "the association" means the association of which these are the registered rules;
G15.6 "board" means the board appointed in accordance with Part D and "board member" or "member of the board" means a member of the board for the time being but shall not include a person co-opted to the board under rule D.5;
G15.7 "community board member" means a board member elected in accordance with rule D10;
G15.8 "business day" means Monday to Friday (inclusive) but excluding bank holidays;
G15.9 "clear days", in respect of notice for a meeting, means a period calculated excluding both the day on which any notice or communication is deemed to be received under these rules and the date of the meeting;
G15.10 NOT USED
G15.11 notice shall be deemed to have been received by a person:
(a) if posted by first class post, two business days after being posted;
(b) if faxed or e mailed, one hour after transmission provided that no transmission notification of non-delivery or error has been received by the person transmitting the communication and the transmission is to the fax number or e mail address last notified by that person to the secretary;
(c) if delivered by hand, on delivery to the person's address last notified by that person to the secretary;
G15.12 "officer" shall include the chair and secretary of the association and any board member for the time being and such other persons as the board may appoint under rule E8;
G15.13 "property" shall include all real and personal estate (including loan stock certificates, books and papers);
G15.14 "register of shareholders" means the register kept in accordance with rule G6.1;
G15.15 "secretary" means the officer appointed by the board to be the secretary of the association or other person authorised by the board to act as the secretary's deputy;
G15.16 "shareholder" means one of the persons referred to in rule C5 and means "member" as defined by the Act;
G15.17 "special resolution" means a resolution at a general meeting passed by a two thirds majority of all shareholders who vote in person or by proxy;
G15.18 "subsidiary" shall bear the meaning given by sections 1159 of the Companies Act 2006;
G15.19 "the Act" means the Industrial and Provident Societies Acts 1965 to 1975;
G15.20 "these rules" means the registered rules of the association for the time being;
G15.21 references to any provision in any Act shall include reference to such provision as from time to time amended, varied, replaced, extended or re-enacted and to any orders or regulations made under such provision;
G15.22 references to the Financial Services Authority shall include reference to any statutory successor carrying on the relevant function.
Restriction on Use
G16 Pursuant to regulations made under section 1 of the Co-operatives and Community Benefit Societies Act 2003:
G16.1 All of the association's assets are subject to a restriction on their use;
G16.2 The association must not use or deal with its assets except:
(a) where the use or dealing is, directly or indirectly, for a purpose that is for the benefit of the community;
(b) to pay a member of the society the value of his withdrawable share capital or interest on such capital;
(c) to make a payment pursuant to section 24 (proceedings on dealth of nominator), 25 (provision for intestacy) or 26 (payments in respect of mentally incapable persons) of the Industrial and Provident Societies Act 1965;
(d) to make a payment in accordance with the rules of the association to trustees of the property of bankrupt members or, in Scotland, members whose estate has been sequestrated;
(e) where the society is to be dissolved or wound up, to pay its creditors; or
(f) to transfer its assets to one or more of the following:
(i) a prescribed community benefit society whose assets have been made subject to a restriction on use and which will apply that restriction to any assets so transferred;
(ii) a community interest company;
(iii) a registered social landlord which has a restriction on the use of its assets which is equivalent to a restriction on use and which will apply that restriction to any assets so transferred;
(iv) a charity (including a community benefit society that is a charity); or
(v) a body, established in Northern Ireland or a State other than the United Kingdom, that is equivalent to any of those persons.
G16.3 Any expression under this rule which is defined for the purposes of regulations made under Section 1 of the 2003 Act shall have the meaning given by those regulations.
Guest 1694- Registered: 24 Feb 2016
- Posts: 1,087
Alexander - you have used quotes from it before. I can find them on this forum, but have too much else to do at the moment to undertake the search. I think that pretty much everyone else will accept that you have done so.
I do not know how you can possibly not understand, not only have I provided the full text of the constitution but also a summary of the pertinent points in answer to your specific questions in my earliier post.
Membership = people who own membership shares of DPPT
Board members = Directors either nominated and elected by the Membership of DPPT (4) or ex oficio directors selected by Dover Town Council (1), Dover District Council (1), Kent County Council (1), the sitting MP and ex oficio nominee of Dover District Chamber of Commerce.
Chairman = Person elected to that position by the members of the Board from among their own number.
The £50m seed funding for regeneration will not be managed directly by the DPPT but by a separate company (current working title Regenco) formed for the purpose of working with local, district and regional government, to invest in regeneration projects. Long term strategy for investment will be determined by the DPPT and Regenco will have to meet investment and revenue KPIs set by the DPPT.
As I have previously explained, the £50m is seed funding, it is designed to be a sufficiently large amount to attract significant match funding and additional external partnership funding to create a meaningful regeneration agenda for Dover and the surrounding area. Projects will be identified according to investment criteria laid down in advance by DPPT and in cooperation with relevant local, district, regional and national authorities. This money and the succeeding distributions of profits from port operations have not and will not be divided up so crudely as saying x amount of money is for Dover, y amount of money is for Deal and z amount is for Sandwich, what a ridiculous idea; a project developed in Dover Town that creates 300 long term jobs, provides training for 40 young people a year and reduces congestion will be of benefit to Dover, Deal, Sandwich and the surrounding villages in both monetary and physical terms for example.
A key objective for DPPT is to see that Dover Town is reconnected with its seafront, achieving this may, or may not, incorporate the creation of a road tunnel along all or part of Town Wall street. At the moment we have looked at conceptual plans and built a cost model for achieving the objective, but until the future of the port has been decided, it is a fruitless waste of money to proceed to commitment stage on any such project.
Regeneration suggestions from the membership of DPPT would be welcomed and examined. If you are not a member of an organisation, then you can hardly expect to have any influence whatsoever over the how, where or why it spends the money under its control.
Your normal rights to object to everything are unaffected by membership or non-membership of DPPT. The local authorities still exist, as do their officers, the DPPT is not some supra agency authority. The DPPT is a charitable organisation which has no more power to do anything than any other charity or body corporate or private. All physical regeneration projects sponsored by the DPPT through Regenco will still have to comply with and pass through the same planning permission laws and system as anyone else's request for planning permission have to.
Just a few questions, there is a significant development happenning right now that is just part of Dover's regeneration story and which will bring approx. 3000 people per annum into Dover by 2014 from outside for extended periods staying at local hotels. It will also provide training and education for local secondary school kids, did you vote for it? did you elect anyone to the board of directors of the company that is doing it? did you have any say whatsoever in its inception, planning, or development? No, you didn't is the short answer. Local Government and the District Council are not using any of their money on the project either and yet, it is happenning. It is planned and funded by a community interest not for profit, has made relevant planning applications, been through the planning system and achieved approval, it will provide benefit to Dover and the surrounding area and all without any input from yourself. The project is Dover's new Maritime Training Centre and it is massively good news for our town and District achieved through the commitment and altruism of a private individual heading up a separate private, family owned, business.
I wasn't sure whether Alexander couldn't get to anything on the link or whether he didn't understand what he read when he got there, so I posted the constitution in full for the avoidance of doubt.