DATE:

28.1.10

DRAFT NO:

SOCIAL ENTERPRISE NETWORK (SCOTLAND) MODEL RULES

RULES
of
EDINBURGH SOCIAL ENTERPRISE NETWORK LIMITED
A charitable society for the benefit of the community
(registered under the Industrial and Provident Societies Acts)

120 Bothwell Street, Glasgow, G2 7JL

Telephone: 0141 248 4933 FAS: 8859
www.burness.co.uk

RULES
of
EDINBURGH SOCIAL ENTERPRISE NETWORK LIMITED
A charitable society for the benefit of the community
(registered under the Industrial and Provident Societies Acts)

The name of the Society shall be Edinburgh Social Enterprise Network

Limited.

Objects
2

The objects of the Society shall be to advance community development,

promote the voluntary sector and the effectiveness/efficiency of charities, and
advance education, by
2.1

providing opportunities for social enterprises to learn how to run their

businesses better (including - but without limitation - by facilitating
action learning and the exchange of information)

2.2

providing opportunities for social enterprises to grow their businesses

(including - but without limitation - initiatives that identify trading
opportunities and facilitate joint trading opportunities)

2.3

promoting goods and services provided by social enterprises;

and on the basis that the business of the Society will be carried on for the
benefit of the community within Edinburgh.
3

For the purposes of rule 2, references to social enterprises shall be deemed

to include
3.1

non-profit distributing community interest companies and non-profit

distributing co-operatives; and

3.2

companies or other legal entities which are wholly owned or

controlled by one or more social enterprises or in respect of which
one or more social enterprises hold a majority in nominal value of the
equity share capital or are entitled to a majority of the profits (and on
the basis that social enterprises, for the purposes of this paragraph
3.2, may include bodies of the nature described in paragraph 3.1).

Powers
4

The Society shall have power to do all things necessary or expedient for the
fulfilment of its objects.

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Without limiting the generality of clause 3, the Society shall have power to
establish and/or participate in joint ventures and to promote companies and/or
other bodies whose activities may further one or more of the objects of the
Society or any associated purpose or may generate income to support the
activities of the Society, acquire and hold shares, stocks, debentures and other
interests in such companies or other bodies, and carry out in relation to any
such company or other body which is a subsidiary or subsidiary undertaking
of the Society, all such functions as may be associated with a holding
company.

Registered office
6

The registered office of the Society shall be at Senscot, 54 Manor Place,

Edinburgh, EH3 7EH.

Membership
7

The members of the Society shall consist of the signatories to the application
for registration and such other individuals and corporate bodies as may be
admitted to membership under rules 8 to 15 from time to time.

Membership shall be open only to the following: 8.1

any corporate body which is a social enterprise operating within

Edinburgh;

8.2

any individual nominated by an unincorporated organisation which is

a social enterprise operating within Edinburgh;

8.3

any individual nominated by a steering group which is establishing a

social enterprise within Edinburgh.

No more than one individual nominated by an unincorporated organisation

under paragraph 8.2 may be a member of the Society at any given time.

10

No more than one individual nominated by a steering group under paragraph

8.3 may be a member of the Society at any given time.

11

A corporate body eligible for membership under rule 8.1 which wishes to
become a member shall lodge with the Society a written application for
membership (in such form as the Committee requires), signed on its behalf by
an appropriate officer of that body.

12

An individual eligible for membership under paragraph 8.2 or 8.3 who wishes
to become a member shall lodge with the Society a written application for
membership (in such form as the Committee require) signed by him/her and
also signed by an appropriate officer of the unincorporated organisation or
steering group which is nominating him/her for membership.

13

A body or individual applying for membership shall lodge with his/her/its

application a remittance for 1 (in payment for the share to be issued to
him/her/it) and also (if an annual membership subscription is in force at the

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time) a remittance equal to the annual membership subscription applicable to

that body or individual; an applicant shall also lodge with the society such
information and evidence (if any) in support of the application as the
Committee may request.
14

Each application for membership shall be considered by the Committee at the

first meeting of the Committee which is held after receipt by the Society of
the written application and remittance(s) (and, if requested by the Committee,
supporting information and evidence) required under rules 12 and 13; the
Committee shall be entitled at its discretion to refuse to admit any applicant
to membership.

15

The Committee shall, within a reasonable period after the meeting at which
an application for membership is considered, notify the applicant in writing
of the Committees decision as to whether or not to admit the applicant to
membership; and on the basis that
15.1

if the decision was to admit him/her/it to membership, the Committee

shall issue to him/her/it a share certificate in respect of one share of
1;

15.2

if the decision was to refuse admission, the Committee shall return to

the applicant the remittance(s) lodged by him/her/it under rule 13 .

Annual membership subscription

16

The Committee may, if they consider appropriate, introduce (or, as the case
may be, re-introduce) an annual membership subscription, and may similarly
resolve that an annual membership subscription should no longer be payable;
the provisions of rules 17 to 20 shall apply only in respect of any period for
which the Committee has resolved that an annual membership subscription
should be payable.

17

The amount of the annual membership subscription shall be determined by

the Committee, and on the basis that
16.1

the membership subscription may differ as between categories of

member; and

16.2

such categories may be set by reference to the size of the relevant

organisation, the status of the member as either a steering group or an
operational social enterprise, and/or such other criteria as the
Committee may determine.

18

The annual membership subscriptions shall be payable on or before such date

in each year as the Committee may determine.

19

If the membership subscription payable by any member remains outstanding

more than six weeks after the date on which it fell due (and providing the
member has been given at least one written reminder), the Committee may,
by resolution to that effect, expel that individual or body from membership.

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20

An individual or body who/which ceases (for whatever reason) to be a

member shall not be entitled to a refund of the membership subscription.

21

Where an individual admitted to membership on the basis of nomination by a

given unincorporated organisation or steering group ceases to be a member,
and some other individual nominated by that unincorporated organisation or
steering group is admitted in his/her place within a period of six weeks after
he/she ceased to be a member, no membership subscription shall be payable
in respect of the admission of that other individual to membership.

Register of members
22

The Society shall keep at its registered office a register of members, in which
the secretary shall enter the following details:
22.1

the name and postal address (and, where supplied by the member, email address and website address) of each member;

22.2

a statement that one share only is held by each member and that 1
has been paid on each share;

22.3

a statement of other property in the Society, whether in loans or

otherwise, held by each member;

22.4

the date on which each members name was entered in the register as
a member and the date on which any member ceased to be a member.

Share capital
23

The shares of the Society shall be of the nominal value of 1 each, and one
share shall be issued to each body or individual upon admission to
membership of the Society.

24

The shares of the Society shall be neither transferable nor withdrawable, shall
carry no right to interest, dividend or bonus, and shall be cancelled on
cessation of membership from whatever cause (and on the basis that the
amount paid up on such cancelled shares shall become the property of the
Society).

25

No member shall hold more than one share in the Society.

Withdrawal from membership

26

Any corporate body which wishes to withdraw from membership shall lodge
with the Society a written notice of withdrawal (in such form as the
Committee require) signed on its behalf by an appropriate officer of that
body; on receipt of the notice by the Society, it shall cease to be a member.

27

Any unincorporated organisation or steering group which wishes to withdraw

its nomination of any individual shall lodge with the Society a written notice
withdrawing the nomination (in such form as the Committee require) signed
on its behalf by an appropriate officer of the unincorporated organisation or

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steering group; on receipt of the notice by the Society, the individual who is
the subject of the notice shall cease to be a member.
28

Any individual admitted to membership under paragraph 8.2 or 8.3 who

wishes to withdraw from membership shall lodge with the Society a written
notice of withdrawal (in such form as the Committee require), signed by
him/her; on receipt of the notice by the Society, he/she shall cease to be a
member.

Termination of membership
29

Membership shall cease: 29.1

in the case of a corporate body, on dissolution, liquidation or strikingoff;

29.2

in the case of an individual admitted to membership on the basis of

nomination by an unincorporated organisation or steering group, if
that organisation or steering group is dissolved;

29.3

in the case of an individual admitted to membership on the basis of

nomination by an unincorporated organisation or steering group, if
he/she dies.

Expulsion from membership

30

The Committee shall be entitled to expel any body or individual from

membership for good and sufficient reason by way of a resolution to that
effect passed at a Committee meeting, providing the procedure specified in
rules 31 and 32 is followed.

31

Any Committee member who wishes to propose at any Committee meeting a

resolution for the expulsion of any body or individual from membership shall
lodge with the Society a written notice of his/her intention to do so
(identifying the member concerned and specifying the grounds for the
proposed expulsion) not less than 28 days prior to the date of the Committee
meeting.

32

The Society shall, on receipt of a notice under rule 31, send a copy of the
notice to the member concerned, and the member concerned shall be entitled
to be heard on the resolution at the Committee meeting at which the
resolution is proposed.

33

A body or individual expelled from membership under the provisions of rules

30 to 32 shall have the right to appeal to a general meeting of the Society, and
if the member concerned intimates to the Committee that he/she/it wishes to
exercise that right:
32.1

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the Committee shall make such arrangements with regard to the

convening of the general meeting, the circulation of any
representations which the member concerned may wish to make, and

other relevant matters as the Committee may reasonably consider

appropriate; and
32.2

at the general meeting convened under the preceding provisions of

this rule, the Society may, by way of a resolution passed by majority
vote, direct that the expulsion should cease to have effect and that the
member concerned should be re-admitted to membership.

General meetings
34

All general meetings other than annual general meetings are to be called
special general meetings.

35

The Committee shall convene an annual general meeting in each year (but
excluding the year in which the Society is formed).

36

The first annual general meeting shall be held not later than 18 months after
the date of registration of the Society.

37

Not more than 15 months shall elapse between one annual general meeting
and the next.

38

The Committee must convene a special general meeting if there is a valid

requisition by members; a requisition by members shall be valid for this
purpose if it is in writing, signed by at least 10% of the membership of the
Society, states the purpose for which the meeting is to be held and is received
at the Societys registered office.

39

If the Committee receive a valid requisition fulfilling the requirements

prescribed by rule 38, they shall convene the special general meeting for a
date falling no more than 28 days after the date on which the requisition was
received by the Society.

40

Subject to rules 35 to 39, the Committee may convene general meetings

whenever they think fit.

Notice of general meeting

41

At least 14 clear days notice of general meetings must be given to all the
members, Committee members and (if auditors are in office at the time) to
the auditors.

42

The reference to clear days in rule 41 shall be taken to mean that, in

calculating the period of notice, the day after the notice is posted (or, in the
case of a notice sent by electronic means, the day after it was sent), and also
the day of the meeting, should be excluded.

43

A notice calling a meeting shall specify the time, date and place of the
meeting. It shall: 43.1

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indicate the general nature of the business to be dealt with at the

meeting;
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43.2

if a resolution of the nature referred to in rule 45 is to be proposed,

give the exact terms of the resolution and shall refer to the special
majority required for the resolution to be validly passed; and

43.3

contain a statement informing members of their right to appoint a

proxy.

44

A notice convening an annual general meeting shall specify that the meeting
is to be an annual general meeting.

45

Notice of every general meeting shall be given: 45.1

in hard copy form; or

45.2

(where the body or individual to whom notice is given has notified

the Society of an address to be used for the purpose of electronic
communications) in electronic form.

Resolutions at general meetings

46

47

Resolutions relating to any of the following matters shall be valid only if two
thirds of the votes which are cast in relation to that resolution are in favour of
the resolution: 46.1

a resolution altering these rules (the introduction of additional rules

being deemed to be an alteration for this purpose);

46.2

a resolution for the winding-up or dissolution of the Society.

Any resolution - other than a resolution of the nature referred to in rule 46 shall (except as otherwise provided in the IPS Legislation) be valid if passed
by majority vote at a general meeting

Proceedings at general meetings

48

No business shall be transacted at any general meeting unless a quorum is

present; the quorum shall be members, present in person (in the case of a
corporate body which is a member, present via its duly authorised
representative) or represented by proxy.

49

If the quorum required under rule 48 is not present within half an hour after
the time appointed for the meeting, or if during a meeting such a quorum
ceases to be present, the meeting shall stand adjourned to such time and place
as may be fixed by the chairperson of the meeting.

50

The Chair of the Society shall (if present and willing to act) preside as
chairperson of the meeting; if the Chair of the Society is not present and
willing to act as chairperson of the meeting within half an hour of the time
appointed for holding the meeting, the Committee members present shall
elect one of their number to act as chairperson of the meeting, or if there is
only one Committee member present and willing to act, he/she shall be
chairperson of the meeting.

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51

A Committee member shall, notwithstanding that he/she is not a member, be

entitled to attend and speak at any general meeting.

52

The chairperson of a general meeting may, with the consent of the meeting at
which a quorum is present (and must, if the meeting requests him/her to do
so) adjourn the meeting, but not for a period in excess of 30 days; no notice
need be given of an adjourned meeting.

53

A resolution put to the vote of a general meeting shall be decided on a show

of hands, unless before the show of hands, or immediately after the result of
the show of hands is declared, a secret ballot is demanded by the chairperson
of the meeting, or by any person present at the meeting and entitled to vote
(whether as a member, as the duly authorised representative of a member
which is a corporate body, or as the proxy for a member).

54

If a secret ballot is demanded in accordance with rule 53, it shall be taken at

once and shall be conducted in such manner as the chairperson of the meeting
shall direct; the result of the ballot shall be declared at the meeting at which
the ballot was demanded.

Votes of members
55

Every member shall have one vote, which (whether on a show of hands or on
a secret ballot) may be given personally (in the case of a member which is a
corporate body, via its duly authorised representative present at the meeting)
or by proxy.

56

A member who/which wishes to appoint a proxy to vote on his/her/its behalf

at any general meeting: 56.1

shall lodge with the Society at the Societys registered office, a

written instrument of proxy (in such form as the Committee require),
signed by him/her or (in the case of a corporate body) signed on its
behalf by an appropriate officer; or

56.2

shall send by electronic means to the Society at such electronic

address as may have been notified to the members by the Society for
that purpose, an instrument of proxy (in such form as the Committee
require)

providing (in either case) the instrument of proxy is received by the Society
at the relevant address, not less then 48 hours before the time for holding the
meeting; for the avoidance of doubt, in calculating the 48-hour period
referred to in the preceding provisions of this rule 56, no account shall be
taken of any day that is not a working day.
57

An instrument of proxy or electronic communication containing the

appointment of a proxy, which does not conform with the provisions of rule
56 or which is not lodged or sent in accordance with such provisions, shall be
invalid.

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58

A member shall not be entitled to appoint more than one proxy to attend on
the same occasion.

59

Subject to rule 60, a proxy shall not be entitled to cast more than one vote in
his/her capacity as a proxy (in addition to his/her own vote if he/she is a
member of the Society, or in his/her capacity as the authorised representative
of a member which is a corporate body), notwithstanding that he/she may
have been appointed as proxy by more than one member.

60

The provisions of rule 59 shall not apply in relation to the chairperson of a

general meeting who is appointed as a proxy by two or more members; but
he/she will be entitled to cast votes in his/her capacity as a proxy only where
the form of proxy included a direction by the relevant member as to whether
he/she was to vote in favour of, or against, each resolution.

61

A proxy appointed to attend and vote at any general meeting instead of a

member shall have the same right as the member who/which appointed
him/her to speak at the meeting and need not be a member of the Society.

62

A member which is a corporate body may authorise an individual to act as its

representative at any general meeting of the Society, providing particulars of
the individuals so authorised and of the body which he/she is to represent are
received by the Society prior to the commencement of the relevant general
meeting; the individuals so authorised shall be entitled to exercise the same
powers on behalf of the member which he/she represents as that corporate
body could exercise if it were an individual member.

63

A vote given, or ballot demanded by proxy or by the representative of a

member which is a corporate body, shall be valid, notwithstanding that the
authority of the person voting or demanding a ballot had terminated prior to
the giving of such vote or demanding of such ballot unless notice of such
termination was received by the Society at the Societys registered office (or,
where sent by electronic means, was received by the Society at the address
notified by the Society to the members for the purpose of electronic
communications) before the commencement of the general meeting at which
the vote was given, or the ballot demanded.

64

The chairperson of a general meeting shall be entitled to a casting vote if an

equality of votes arises in relation to any resolution.

Written resolutions by the members

65

A resolution in writing signed by all the members of the Society shall be as

valid and effective as if it had been passed at a general meeting, duly
convened and held; a resolution in writing may consist of several documents
in the same form, each signed by or on behalf of one or more members.

Committee
66

The Society shall have a committee, comprising not less than three and not
more than 8 individuals.

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67

Further individuals may be invited to attend and speak at meetings of the

Committee under rule 109 as advisers or observers, but they will not be
members of the Committee and must not take an active part in decisionmaking at Committee meetings.

Eligibility to serve as a Committee member

68

An individual shall not be eligible to serve as a Committee member if he/she

is an employee of the Society.

Election, retiral, re-election of Committee members

69

The initial Committee of the Society from the date of registration of the
Society shall (subject to rule 79) consist of individuals appointed by the
signatories to the application for registration and such other individuals as
they may appoint from time to time in pursuance of rule 73, until the first
annual general meeting.

70

Any individual who wishes to be considered for election as a Committee

member at an annual general meeting must lodge with the Society a written
notice (in such form as the Committee require) confirming that he/she is
willing to be appointed; the notice must be signed by him/her, and also by an
appropriate officer of the member body which is nominating him/her for
election, and must be lodged with the Society at least 7 days before the date
of the annual general meeting.

71

In the case of an individual admitted to membership on the basis of

nomination by an unincorporated organisation or steering group, the
requirement under rule 70 that the notice under that rule must be signed by an
appropriate officer of the member body shall not apply.

72

At an annual general meeting, the members may (subject to rules 66 and 68)
elect as a Committee member, any individual in relation to whom a written
notice has been lodged with the Society in accordance with rule 70 (as read
with rule 71).

73

The Committee may, at any time, appoint any individual (providing he/she
has been nominated by a member body for appointment, and is willing to act)
to be a Committee member, either to fill a vacancy or (subject to rule 66) as
an additional Committee member.

74

The requirement under rule 73 that an individual must have been nominated
by a member body for appointment shall not apply where that individual is a
member who was admitted to membership on the basis of nomination by an
unincorporated organisation or steering group.

75

At the first annual general meeting, one third (to the nearest round number)
of the Committee members shall retire from office; the question of which of
them are to retire shall be determined by some random method.

76

At each annual general meeting (other than the first): -

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76.1

any Committee member who was appointed by the Committee (under

rule 73) in the period from the date of the last general meeting shall
retire from office; and

76.2

out of the remaining Committee members, one third (to the nearest
round number) shall retire from office.

77

The Committee members to retire under paragraph 76.2 shall be those who
have been longest in office since they were last appointed or re-appointed; as
between two or more Committee members who were appointed or reappointed on the same date, the question of which of them is to retire under
that paragraph shall be decided by some random method.

78

The members may (subject to rules 66 and 68) at any annual general meeting
re-elect any Committee member who retires from office at the meeting under
rule 75 or 76 (providing he/she is willing to act); if any such Committee
member is not re-appointed, he/she shall retain office until the meeting
appoints someone in his/her place or, if it does not do so, until the end of the
meeting.

Disqualification and removal of Committee members

79

A Committee member shall vacate office if: 79.1

he/she is disqualified from acting as a charity trustee;

79.2

he/she is sequestrated;

79.3

he/she becomes incapable for medical reasons of fulfilling the duties

of his office and such incapacity has continued, or is expected to
continue, for a period of more than six months;

79.4

he/she becomes an employee of the Society;

79.5

the body which nominated him/her ceases to be a member of the

Society or (in the case of a Committee Member falling under rule 71
or 74) he/she ceases to be a member of the Society;

79.6

he/she resigns office by notice to the Society;

79.7

he/she is absent (without permission of the Committee) for more than

three consecutive meetings of the Committee, and the Committee
resolve to remove him/her from office;

79.8

he/she is removed from office by resolution of the Committee on the

grounds that he/she is considered to have committed a material breach
of the code of conduct for Committee members in force from time to
time, as referred to in rule 87; or

79.9

he/she is removed from office by a resolution of the members passed

by majority vote.

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80

81

A resolution under paragraph 79.8 shall be valid only if: 80.1

the Committee member who is the subject of the resolution is given

reasonable prior written notice by the Committee of the grounds upon
which the resolution for his/her removal is to be proposed;

80.2

the Committee member concerned is given the opportunity to address

the Committee meeting at which the resolution is proposed, prior to
the resolution being put to the vote; and

80.3

at least two thirds (to the nearest round number) of the Committee
members then in office vote in favour of the resolution.

A resolution under paragraph 79.9 shall be valid only if: 81.1

the member who is proposing to move the resolution gives the

Society at least 28 days written notice of his/her intention to move
the resolution;

81.2

the Committee give the Committee member who is the subject of the
resolution at least 21 days written notice of the intention of the
relevant member to move the resolution;

81.3

the Committee member concerned is given the opportunity to address

the general meeting at which the resolution is proposed, prior to the
resolution being put to the vote.

Appointments to offices
82

The Committee members shall elect from among themselves a Chair, and
such other office bearers (if any) as they consider appropriate.

83

All of the office bearers shall cease to hold office at the conclusion of each
annual general meeting, but shall then be eligible for re-election.

84

A person elected to any office shall cease to hold that office if he/she ceases
to be a Committee member, or if he/she resigns from that office by written
notice to that effect.

Committee members interests

85

Subject to the provisions of the IPS Legislation and Charities Legislation and
provided that he/she has disclosed to the Committee the nature and extent of
any personal interest which he/she has (unless immaterial), and has complied
with the code of conduct (as referred to in article 87), a Committee member
(notwithstanding his/her office):85.1

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may be a party to, or have some other personal interest in, any
transaction or arrangement with the Society or any associated
company;

12

85.2

may be a party to, or have some other personal interest in, any
transaction or arrangement in which the Society or any associated
company has an interest;

85.3

may be a Committee member or secretary of, or, or have some other

personal interest in, the Society and/or any associated company;

85.4

may be employed by any associated company; and

85.5

shall not, because of his/her office, be accountable to the Society for

any benefit which he/she derives from any such office or employment
or from any such transaction or arrangement or from any interest in
any such company;

and no such transaction or arrangement shall be liable to be treated as void on

the ground of any such interest or benefit.
86

For the purposes of the preceding article, an interest of which a Committee

member has no knowledge and of which it is unreasonable to expect him/her
to have knowledge shall not be treated as an interest of his/hers; the
references to associated company shall be interpreted as references to any
subsidiary of the Society or any other company in which the Society has a
direct or indirect interest.

Conduct of Committee members

87

Each of the Committee members shall comply with the code of conduct
(incorporating detailed rules on conflict of interest) prescribed by the
Committee from time to time; for the avoidance of doubt, the code of conduct
shall be supplemental to the provisions relating to the conduct of Committee
members contained in these rules, and the relevant provisions of these rules
shall be interpreted and applied in accordance with the provisions of the code
of conduct in force from time to time.

Committee members remuneration and expenses

88

A Committee member shall not be entitled to any remuneration in respect of

carrying out his/her duties as a Committee member or as holder of any office
under article 82.

89

The Committee members may be paid all travelling and other expenses
properly incurred by them in connection with their attendance at meetings of
the Committee, general meetings, meetings of committees of Committee
members or otherwise in connection with the carrying-out of their duties.

Powers of Committee members

90

Subject to the provisions of the IPS Legislation and these rules, the business
of the Society shall be managed by the Committee, who may exercise all the
powers of the Society.

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91

The members of the Society shall be entitled to issue a direction to the

Committee, by way of a resolution in respect of which at least two thirds of
the votes cast on the resolution are in favour; the Committee shall be bound
to comply with a direction by the members issued in accordance with the
preceding provisions of this rule.

92

No alteration of the rules, and no direction issued in pursuance of rule 91

shall invalidate any prior act of the Committee which would have been valid
if that alteration had not been made or that direction had not been given.

93

The powers conferred by rule 90 shall not be limited by any special power
conferred on the Committee by these rules.

94

A meeting of the Committee at which a quorum is present may exercise all

powers exercisable by the Committee.

Proceedings of the Committee

95

Subject to the provisions of these rules, the Committee may regulate their
proceedings as they think fit.

96

Any Committee member may call a meeting of the Committee or request the
secretary to call a meeting of the Committee.

97

The Committee must meet not less than four times in each financial year.

98

At least five working days notice shall be given in relation to each meeting
of the Committee, unless the Chair (or as the case may be, the other
Committee member who is calling the meeting) is of the view (acting
reasonably) that the delay associated with giving five working days notice
would be likely to cause significant prejudice to the interests of the Society,
in which case he/she shall give such notice of the meeting as is reasonable in
the circumstances.

99

Notice of every Committee meeting (including a short agenda in relation to

the business to be conducted at the meeting) shall be issued to each
Committee member at the address, fax number or e-mail address which was
last notified by him/her to the Society for that purpose.

100

Only the business detailed in the agenda circulated to the Committee

members may be considered at the meeting, subject to the qualification that
any item of additional business may be considered if all of the Committee
members present at the meeting consent to the consideration of that item of
business.

101

Questions arising at a Committee meeting shall be decided by a majority of

votes, and on the basis that every Committee member shall have one vote.

102

In the case of an equality of votes, the chairperson of a Committee meeting

[shall/shall not] have a casting vote (in addition to his/her own vote as a
member of the Committee).

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103

The quorum for the transaction of the business of the Committee, shall
(subject to rule 104) be as follows:
if there is an even number of Committee members in office at the
time, one half of the total number of Committee members in office at the time
plus one; or
103.1

if there is an odd number of Committee members in office at the

time, one half - rounded upwards - of the total number of Committee
members in office at the time.
103.2

104

A quorum shall not be deemed to be constituted at any Committee meeting

unless at least three Committee members are present at the meeting.

105

If the quorum required under rules 103 and 104 is not present within half an
hour after the time appointed for the meeting, or if during a meeting such a
quorum ceases to be present, the meeting shall stand adjourned to such time
and place as may be fixed by the chairperson of the meeting.

106

The continuing Committee members or a sole continuing Committee member

may act notwithstanding vacancies, but if the number of remaining
Committee members is less than the number fixed as the quorum they may
act only for the purpose of filling vacancies or of calling a general meeting.

107

Unless he/she is unwilling to do so, the Chair of the Society shall preside as
chairperson at every meeting of Committee members at which he/she is
present.

108

If the Chair of the Society is unwilling to act as chairperson of a meeting of

Committee members or is not present within 15 minutes after the time
appointed for the meeting, the Committee members present at the meeting
may appoint one of their number to be chairperson of the meeting.

109

The Committee members shall be entitled to allow any person to attend and
speak (but not vote) at any meeting of the Committee; a person invited to
attend a meeting of the Committee members under the preceding provisions
of this article shall not be entitled to exercise any of the powers of a
Committee member, and shall not be deemed to constitute a Committee
member for the purposes of the IPS Legislation or any provision of these
rules.

110

All acts done by a meeting of Committee members or by a meeting of a

committee of Committee members or by a person acting as a Committee
member shall, notwithstanding that it is afterwards discovered that there was
a defect in the appointment of any Committee member or that any of them
was disqualified from holding office or had vacated office or was not entitled
to vote, be as valid as if every such person had been duly appointed and was
qualified and had continued to be a Committee member and had been entitled
to vote.

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111

A resolution in writing signed by all the Committee members entitled to

receive notice of a meeting of the Committee (or of a committee of
Committee members) shall be as valid and effectual as if it had been passed
at a meeting of Committee members (or, as the case may be, a committee of
Committee members) duly convened and held; it may consist of several
documents in the same form, each signed by one or more Committee
members.

112

A Committee member shall not vote at a meeting of Committee members (or

at a meeting of a committee of Committee members) on any resolution
concerning a matter in which he/she has, directly or indirectly, a personal
interest or duty (unless immaterial) which conflicts or may conflict with the
interests of the Society.

113

For the purposes of the preceding rule:

113.1 an interest of a person who is taken to be connected with a Committee

member for any purpose of the IPS Legislation shall be treated as a

personal interest of the Committee member;
113.2 a Committee member shall be deemed to have a personal interest in

relation to a particular matter if a body in relation to which he/she is

an employee, director, member of the management committee, officer
or elected representative has an interest in that matter; and
113.3 an interest which is common to 75% or more of the members of the

Society (unincorporated organisations or steering groups which have

nominated individuals for membership being deemed to be members
of the Society for this purpose) shall not be deemed to be a personal
interest or duty which conflicts or may conflict with the interests of
the Society.
114

A Committee member shall not be counted in the quorum present at a

meeting in relation to a resolution on which he/she is not entitled to vote.

115

The Society may, by way of a resolution passed by majority vote at a general

meeting, suspend or relax to any extent, either generally or in relation to any
particular matter, the provisions of rules 112 to 114.

116

If a question arises at a meeting of Committee members (or at a meeting of a

committee of Committee members) as to the right of a Committee member to
vote, the question may, before the conclusion of the meeting, be referred to
the chairperson of the meeting; his/her ruling in relation to any Committee
member other than himself/herself shall be final and conclusive.

Delegation to committees of Committee members and holders of offices

117

The Committee members may delegate any of their powers to any committee
consisting of two or more Committee members; they may also delegate to the
Chair of the Society or a Committee member holding any other office such of
their powers as they consider appropriate.

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118

Any delegation of powers under the preceding rule may be made subject to
such conditions as the Committee members may impose and either
collaterally with or to the exclusion of their own powers and may be revoked
or altered.

119

Subject to any condition imposed in pursuance of the preceding rule, the

proceedings of a committee consisting of two or more Committee members
shall be governed by the rules regulating the proceedings of meetings of
Committee members so far as they are capable of applying.

120

In addition to their powers under rule 117, the Committee members may
delegate their powers to any committee consisting of one or more Committee
members and such other individuals (who need not be Committee members
or employees of the Society) as the Committee members may consider
appropriate; the provisions of rules 118 and 119 shall apply in relation to any
such committee, subject to the qualification that the role of any committee
formed under the preceding provisions of this article shall be limited (except
to the extent that the Committee otherwise determine) to the issue of reports
and recommendations for consideration by the Committee.

Secretary
121

The Committee shall appoint a secretary, and on the basis that the term of
office, remuneration (if any), and other terms and conditions attaching to the
appointment of the secretary shall be as determined by the Committee; the
secretary may be removed by the Committee at any time.

Minutes
122

The Committee shall ensure that minutes are made (in books/folders kept for
the purpose) of all proceedings at general meetings, meetings of the
Committee and meetings of committees of Committee members.

123

A minute of a meeting of the Committee or of a committee of Committee

members shall include the names of the Committee members present, and the
minutes of each meeting shall (unless exceptional circumstances make this
impractical) be signed by the chairperson of that meeting.

124

The Committee shall (subject to rule 125) provide a copy of any minutes
falling with the provisions of rule to any member requesting them, within a
reasonable time after the request is made.

125

The Committee shall be entitled to omit from (or render illegible within) the
copy minutes provided to a member in pursuance of rule 124 any material
which relates to sensitive employee issues, information which in terms of
data protection legislation cannot be disclosed, or other matters which, in the
reasonable opinion of the Committee, ought properly to remain confidential.

Accounts

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126

No member shall (as such) have any right of inspecting any accounting
records or other book or document of the Society except as conferred by the
IPS Legislation or as authorised by the Committee members or by a
resolution passed by majority vote at a general meeting.

Notices
127

Any notice to be given in pursuance of these rules shall be in writing.

128

The Society may give any notice to a member in pursuance of these rules
either personally or by sending it by post in a pre-paid envelope addressed to
the member at the address last intimated by him/her/it to the Society or by
leaving it at that address; alternatively, in the case of a member who has
notified the Society of an electronic address to be used for this purpose, the
Society may give any notice to that member by electronic means.

129

A member may give any notice to the Society either by sending it by post in a
pre-paid envelope addressed to the Society at its registered office or by
leaving it, addressed to the secretary, at the Societys registered office.

130

Any notice, if sent by post, shall be deemed to have been given at the expiry
of twenty four hours after posting; for the purpose of proving that any notice
was given, it shall be sufficient to prove that the envelope containing the
notice was properly addressed and posted.

131

Any notice sent by electronic means shall be deemed to have been given at
the expiry of 24 hours after it is sent; for the purpose of proving that any
notice sent by electronic means was indeed sent, it shall be sufficient to
provide any of the evidence referred to in the relevant guidance issued from
time to time by the Institute of Chartered Secretaries and Administrators.

132

A member present at any meeting of the Society shall be deemed to have

received notice of the meeting and, where requisite, of the purposes for which
it was called.

Amendments to the rules

133

Subject to rule 134, these rules may be altered by way of a resolution passed
by the members at a general meeting, providing at least two thirds of the
votes cast in relation to the resolution are in favour and that the notice
convening the meeting included details of the alterations to be proposed at
the meeting.

134

No alteration to the rules shall be valid until it has been registered by the
Financial Services Authority.

135

For the avoidance of doubt, the deletion of any rule, or the insertion of any
additional rule, shall be deemed to be an alteration to the rules for the
purposes of rules 133 and 134.

Borrowing

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136

The Society shall have power to borrow money (without any specific
limitations on that power) and shall have power to grant securities over any
of its property (including the assets and undertaking of the Society, present
and future) in respect of sums borrowed by the Society and/or the
performance of any obligations of the Society.

137

The Society may receive donations or interest-free loans to support its work;
the Society shall not, however, accept deposits.

Auditors
138

Subject to rule 139, the Society shall appoint an auditor in respect of each
financial year who is qualified under the IPS Legislation to audit the
Societys accounts for that year.

139

The Society shall (subject to rule 140) be exempt from the obligation to
appoint a qualified auditor if it is eligible for that exemption under the IPS
Legislation.

140

The members of the Society may determine, by way of a resolution passed by

majority vote at a general meeting, that the Society shall require to appoint a
qualified auditor in respect of the accounts for any financial year,
notwithstanding that the Society is eligible for exemption from that
obligation under the IPS Legislation.

141

The appointment of auditors, the re-appointment of auditors, the removal of

auditors and the appointment of auditors in place of an auditor which has
been removed from office shall be governed by the IPS Legislation.

Annual return
142

Every year, and within the period prescribed by the IPS Legislation, the
secretary shall send to the Financial Services Authority the annual return for
the society, in the form prescribed by the Financial Services Authority,
relating to its affairs for the period required by the IPS Legislation to be
included in the return; together with: 142.1 a copy of the report of the auditor on the Societys accounts for the

period included in the return; or a copy of such other report (if any) as
is required by the IPS Legislation for such period; and
142.2 a copy of each balance sheet as at the end of that period, and of the

report (if any) of the auditor or other appropriate person as required

by the IPS Legislation in relation to that balance sheet.
143

The Society shall supply (free of charge) to any member, or to any person
with an interest in the funds of the Society, a copy of the latest annual return,
together with a copy of the auditors report on the accounts and balance sheet
contained in the return.

Supply of copy rules

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144

A copy of these rules (including all alterations which are in force) shall be
given free of charge to any member upon demand; and shall be provided to
any non-member provided he/she/it pays the fee applicable at the time for a
copy of rules under the IPS Legislation (or, if no specific fee is stated in the
IPS Legislation, such reasonable fee as the Committee may prescribe from
time to time).

Proceedings on death/bankruptcy of a member

145

Upon a claim being made by the executors (or other personal representatives)
of a deceased member or the trustee in sequestration of a bankrupt member to
any property in the Society belonging to the deceased/bankrupt member, the
Society shall transfer or pay such property to which the personal
representatives or trustee in sequestration has become entitled as the personal
representatives or trustee in sequestration may direct.

146

A member may, in accordance with the IPS Legislation, nominate any

individual or individuals to whom any of his/her property in the Society at
the time of his/her death shall be transferred, but such nomination shall only
be valid to the extent of the amount allowed at the time in the IPS
Legislation; on receiving satisfactory evidence of death of a member who
made a nomination, the Society shall, in accordance with the IPS Legislation,
either transfer or pay the full value of the property comprised in the
nomination to the person entitled to it under that nomination.

Application of surpluses
147

Any surplus generated by the Society shall be applied solely to the

continuation and development of the Society and/or to such charitable
purpose or purposes (falling within the objects of the Society) as the
Committee may determine.

Investment of funds
148

The Society may invest any part of its funds in the manner permitted by the
IPS Legislation.

Seal
149

If at any time the Society has a seal,

149.1 it shall be kept in the custody of the secretary, and used only with the
authority of the Committee;
149.2 sealing will be attested by the signatures of two Committee members
(or of one Committee member and the secretary).

150

If the Society does not have a seal, a document which is intended to be selfproving shall be signed (a) by one Committee member and the secretary; or
(b) by two Committee members.

Dissolution
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151

The Society may be dissolved by the consent of three quarters or more of the
members by their signatures to an instrument of dissolution, or by windingup in a manner provided by the IPS Legislation.

152

If, on the winding-up or dissolution of the Society, any of the Societys assets
remain to be disposed of after its liabilities are satisfied, those assets shall not
be distributed among the members, but shall be transferred instead to some
other charitable body or bodies.

153

The charitable body or bodies to whom surplus assets are to be distributed in

pursuance of rule 152 shall be determined by the members of the Society (by
way of a resolution passed by majority vote at a general meeting at, or prior
to the time of dissolution).

Indemnity
154

Every Committee member or other officer or auditor of the Society shall be

indemnified (to the extent permitted by the IPS Legislation) out of the assets
of the Society against any loss or liability which he/she may sustain or incur
in connection with the execution of the duties of his/her office including,
without prejudice to that generality (but only to the extent permitted by the
IPS Legislation), any liability incurred by him/her in defending any
proceedings, whether civil or criminal, in which judgement is given in his/her
favour or in which he/she is acquitted or in connection with any application
in which relief is granted to him/her by the court from liability for
negligence, default, breach of duty or breach of trust in relation to the affairs
of the Society.

155

For the avoidance of doubt, the Society shall be entitled to purchase and
maintain for any Committee member insurance against any loss or liability
which any Committee member or other officer of the Society may sustain or
incur in connection with the execution of the duties of his/her office, and
such insurance may extend to liabilities arising out of the negligence of a
Committee member.

Interpretation
156

In these rules:156.1 the IPS Legislation means (subject to rule 157) the Industrial and

Provident Societies Acts 1965 to 1978;

156.2 the Charities Legislation means (subject to rule 157) the Charities

and Trustee Investment (Scotland) Act 2005;

156.3 charitable body means a body which is either a Scottish charity

within the meaning of section 13 of the Charities and Trustee

Investment (Scotland) Act 2005 or a charity within the meaning of
section 1 of the Charities Act 2006, providing (in either case) that its
objects are limited to charitable purposes;

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156.4 charitable purpose means a charitable purpose under section 7 of

the Charities and Trustee Investment (Scotland) Act 2005 which is

also regarded as a charitable purpose in relation to the application of
the Taxes Acts.
157

Any reference in these rules to a statutory provision shall be taken to include

any statutory modification or re-enactment of that provision which is in force
at the time.

158

References in these rules to the singular shall be deemed to include the plural.

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Signatures

Names of founder members

1
2
3
Secretary

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Addresses of founder members