The post you are reporting:
In answer to your point 9, Keith, here are the relevant sections of the constitution. I think this also answers the Deal question. Deal is within the 'area of benefit'. It's somewhat wordy but it was written by lawyers and words are what they do best!
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 one pound 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 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.
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;
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 G15.16.
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. At least one third of the quorum must be Independent Persons.
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.