RULES OF THE PARK HILL
ALLOTMENTS AND GARDENS SOCIETY LTD NAME, OBJECTS AND POWERS
1.
Name - The name of the Society
shall be Park Hill Allotments and Gardens Society Limited. 2. Registered Office - The Registered Office of the Society shall be at 22
Beech House Road, Croydon, CR0 1JP. 3.
Removal of Office - In the event of any change in the situation
of the registered office, the Secretary shall send to the
Registrar notice of such change within 14 days thereof in the form prescribed by the FSA Regulations. 4.
Objects - The objects of the Society Shall be to
carry on the industries, trades or businesses of: (a)
Creating and promoting the creation of small
holdings and allotments and encouraging their proper
cultivation; and (b)
Wholesale and retail dealers in
horticultural and agricultural requirements, dairy, farm and garden produce,
eggs and poultry, and other like goods, and such other industries, trades, or businesses which are calculated to conduce to the more profitable working of small holdings or allotments. 5.
Powers - The
Society shall have full power to do all things
necessary or expedient for the accomplishment of its objects,
including the power to deal in any way with land or buildings, and without
prejudice to the generality of the foregoing
shall in particular have power to acquire land from local authorities acting under the provisions of
any Act for the time being in force relating to small holdings or allotments
or from any other person or body, to adapt any land so acquired for small
holdings or allotments, to acquire or erect
dwelling houses or other buildings, to execute any other improvement, and to let such land, houses and
buildings to members of the Society. The
Society shall not in their corporate capacity take part in any Parliamentary, County Council, Municipal, or other Local Government Elections. USE OF NAME6. Use of Name - The Registered name of the Society shall be kept painted or affixed on the outside of every office or place
in which the business of the Society is carried on, in a
conspicuous position, in letters easily legible, and shall be engraved in
legible characters on its seal, and shall be mentioned
in all business letters of the Society, notices, advertisements, and other official publications of the Society, and in all bills of exchange, promissory notes, endorsements, cheques, and
orders for money or goods, purporting to be signed by or on behalf of the
Society, and in all bills, invoices,
receipts, and letters of credit of the Society. MEMBERSHIP7.
Members - The
Society shall consist of such persons as the Committee may admit or has
admitted to membership. 8.
Every member shall hold one share only which
shall be forfeited on cessation of membership from
whatever cause. 9.
Subscriptions - Members
may be required to pay an annual subscription of such sum not exceeding 50p as
may be determined by the Committee. 10. Cessation of
Membership - A member shall cease to be a
member in the following eventualities:— (a)
The member's death; (b)
The member's resignation; (c)
The expulsion of a member under Rule 11; (d)
Where the member has been required to pay an annual subscription, the non-payment thereof for a
period of 12 months after it has become due; (e)
As defined by the Conditions of Tenancy. 11.
Expulsion of Members – A Special General Meeting
may, by a vote of two-thirds of the members present and entitled to vote, expel any member for conduct detrimental to the Society, provided that a notice specifying
the conduct for which it is intended to expel him is sent to him at his address entered in the register of members at
least one calendar month prior to the date of the meeting. REGISTER OF MEMBERS12. Register of Members - The Society shall keep
at its registered office a register of members in
which the Secretary shall enter the following particulars:— (a)
the names, addresses and where available an email address of the
members; (b)
a statement of the number of shares held by each member and of the
amount paid or agreed to be considered as paid on the shares of each member; (c)
a statement .of other property in the
Society, whether in loans, or otherwise, held by each member; (d)
the date at which each person was entered in the register as a
member, and the date at which any person ceased to be a member; (e)
the names and addresses of the officers of
the Society, with the offices held by them respectively and the dates on which they assumed office. (f)
Every member at the time of his becoming a
member shall notify the Secretary in writing of his address and subsequently of any change therein. 13. Duplicate Register of Members - The Society shall also keep at its registered office a duplicate register of members in which the Secretary shall enter all the particulars in the original register of members other than those mentioned in paragraphs
(b) and (c) of rule 12 and which shall be available
for inspection as provided for in rule 47. SHARES14. Shares - Shares
shall neither be transferable nor withdrawable. They
shall be of the value of 10p which shall be payable on application for the
share. 15. Cancellation of Shares - Upon cancellation of
any shares
in accordance with these Rules the Secretary shall make an appropriate entry relating thereto in the register of members. BORROWING POWERS16.
Loans - Deposits shall not be taken either
from members or non-members. The Committee may obtain loans on such
security and such terms of repayment as they may think fit, provided
that the amount shall not exceed twice the then issued share capital of the Society,
and that the rate of interest shall not exceed five percent or (if the current
Bank of England Minimum Lending Rate is more
than four percent) one percent above the current Bank of England Minimum
Lending Rate. Subject to the same condition as to the rate
of interest, a General Meeting may
authorise the Committee to obtain loans to a further amount, provided that the total amount of the loans shall not exceed twenty
times the issued share capital. INVESTMENTS17. Investments
- The Committee may invest any funds of the Society in or upon
any of the securities referred to in Section 31 of the Industrial and Provident
Societies Act 1965, but not otherwise. GENERAL MEETINGS18. Ordinary
General Meetings - The Annual General Meetings and
other Ordinary General Meetings shall be held at such times as
the Committee or a General Meeting shall determine. 19. Special
General Meetings - A Special General Meeting shall be
held whenever the Committee of Management think expedient
or whenever a written requisition for such a meeting signed by
5 members is delivered to the Secretary. Should the
Secretary fail to convene a Special General Meeting within four
weeks after delivery to him of such requisition, the members signing the
requisition may convene such meeting by giving such notice as is mentioned in
rule 20. 20. Notice
of General Meetings - At least seven days notice of every general meeting,
stating the business to be transacted at such meeting, shall be sent to every
member and no other business than that stated in the notice shall be transacted
at such meeting. Such notice may
be sent by electronic means to such members who have provided the Secretary
with an email address and by post to all other members. 21. Voting
at General Meetings - Every member present at a General Meeting and not otherwise
disqualified shall have one vote and where the votes cast in any matter are equal the then presiding officer shall have a
casting vote in addition to his vote as a member. Members who are not tenants shall not have the right to vote on
questions affecting tenant members
only. 22. Presiding
Officer at General Meetings - At all General Meetings
the President, or, if he be not present, a chairman elected by the meeting,
shall preside. 23. Quorum
at General Meetings - Unless otherwise determined by a previous General
Meeting, a quorum at General Meetings shall
consist of five members. 24. Discussions
at Meetings - No political or sectarian issue shall be raised, or resolutions
of that character proposed, either at any
Committee or General Meeting of -the Society. OFFICERS AND COMMITTEE OF MANAGEMENT25.
Who are Officers - The Society shall
have the following officers:—a President, a Chairman, a Secretary, ten
Committeemen or such other number as may be determined by a resolution of
a General Meeting, and any other officers who may appear to the
Committee of Management to be necessary for the conduct of the
Society's business. 26. Committee
of Management - The Committee of Management shall
consist of the President, the Chairman and the Committeemen.
Until the first Annual General Meeting the signatories
to the application for registry of the Society shall constitute
the committee of Management. 27.
Election
of President - The
President shall be elected by the Annual
General Meeting and shall hold office for one year, but shall be eligible for re-election. 28. Election
of Committeemen - Committeemen shall be elected from
amongst the members of the Society by a vote of the majority of members present and
entitled to vote at an Annual General
Meeting, and the Society in General Meeting may from time to time determine the
period for which Committeemen shall
remain in office, the order in which they shall retire, and whether on
retirement they shall be eligible for re-election. If any officer shall die,
resign, be removed, or become unfit to act,
the Committee may fill the vacancy until the next Annual General
Meeting, unless the vacancy has already been
filled at a Special General Meeting. 29. Chairman
- The Chairman shall be elected and may be
removed by the Committee, and shall hold Office until the first
Committee Meeting following the Annual General Meeting. 30. Secretary
- The Secretary shall be elected and may be removed
by the Committee, which shall determine his remuneration and,
in so far as not otherwise determined by these rules, his
duties. 31. Other
Officers - The Committee shall appoint and may remove such
other officers and employees as they may deem necessary, and determine their
respective duties and remuneration. 32. Qualifications
for Office - The Society in General Meeting may
determine the qualifications necessary for the holding of the
office of President, Chairman or Committee-man and no dealer in, or agent for the
sale of, agricultural requirements, nor any person dealing as trader in, or
agent for, agricultural produce, shall be
eligible to hold any office whatsoever
in the Society. 33. Removal from Office - Any officer or member of
the Committee may, subject to rule 34, be
removed at any time by a resolution
of the majority of the members present at any General Meeting called for that
purpose, which may proceed to fill the vacancy. 34. Committeemen
becoming Surety - Should any member of the Committee, with the consent of the Committee, become surety for any debt or liability incurred
on behalf of the Society, he shall
not be removed from office without his consent
until such liability has ceased. 35. Security
by Officers - Every officer and
employee having
charge of any of the moneys of the Society shall, before entering on his duties, give such security as the Committee shall deem sufficient. 36. Powers
of the Committee of Management – The Committee of Management shall have full power to superintend and conduct the
business of the Society according to the
rules thereof and, except as is otherwise provided in these rules,
exercise on behalf of the Society for the purpose of accomplishing its objects the powers conferred upon the Society by these rules, or otherwise. MEETINGS OF COMMITTEE OF MANAGEMENT37. Quorum at Committee Meetings - Unless otherwise determined by a General Meeting, a quorum at
Committee Meetings shall consist of
three members. 38. Regular Committee Meetings.—Regular meetings of the Committee shall be held at intervals not
longer than those prescribed by
resolution of a General Meeting. 39. Special
Meetings of the Committee - A Special Meeting of the Committee shall
be held on the requisition in writing of at
least three Committeemen. 40. Conduct
of Committee Meetings - At all meetings of the Committee
every question shall be decided by a majority of votes and if
the votes are equal the presiding officer shall have a casting vote in addition
to his vote as a member. The Chairman, or, if he be not present, a Chairman elected at
the Committee meeting, shall preside. SMALL HOLDINGS AND ALLOTMENTS SEPARATE ACCOUNT41. Small
Holdings and Allotments Separate Account A separate
account shall be kept by the Society of all income and expenditure
of the Society under Rule 4, Clause (a). The income shall be applicable as may be
determined by the Committee of Management
for the following purposes and for no other purpose whether during the
existence of the Society or on dissolution:— (a)
For
payment of the expenses of managing land, houses
and buildings acquired or erected under the said Rule, including payment of rent, rates, taxes and other like outgoings. (b)
For
payment of expenses of repairs or improvements from time to time made by the
Society on such land, houses and buildings. (c)
For payment to the general account of the Society of interest at the rate of
£5 per cent per annum on all capital
expenditure by the Society on the acquisition or adaptation of such land, houses and buildings. (d)
For recouping capital expenditure by the Society on
improvement or adaptation of the land, houses and buildings within such period as is
reasonable having regard to the probable
duration of the improvement of work
of adaptation. (e)
For forming a Special Reserve Fund not exceeding one
year's annual value of the land, houses and buildings, and so that
such reserve fund shall be available for any purpose authorised by this Rule
but for no other purpose. (f)
For
prizes for the encouragement of the proper cultivation of the land; and (g)
For
the benefit of the tenants generally, in such manner as the Committee may
determine. Nothing in this
rule shall be deemed to prohibit an arrangement between the
Society and a tenant for the repayment or rebatement of
part of the rent payable by him to the Society. Nothing in this
rule shall prejudice or affect any right or remedy of any
creditor of the Society. AUDITOR42. Appointment and
Removal of Auditor (1)
The society shall in each year of account appoint a qualified auditor or qualified auditors [or, subject to
paragraph (2) of this rule, two or
more persons who are not qualified auditors] to audit its accounts and balance sheet for that year. For the purposes
of this rule "qualified auditor" shall mean a person qualified to act as auditor of the society in
accordance with section 7 of the Friendly and Industrial and Provident
Societies Act 1968. (2)
Subject to any direction given by the Registrar the society may
appoint as auditors two or more persons who are
not qualified auditors if (a)
the receipts and payments of the society in
respect of the previous year of account did not in the aggregate exceed £5,000; (b)
the number of its members at the end of that year did not exceed 500 an (c)
the value of its assets at the end of that year did not in the aggregate exceed £5,000 (or,
in each case, any other sum or number prescribed by
regulations then in force) (3)
Save as provided in paragraph (4) of this rule every appointment
of an auditor shall be made by resolution of a
general meeting of the society. (4)
The first appointment of an auditor or auditors shall be made
within three months of the registration of the society and shall be made by the
committee if no general meeting of the society is held within that time. The
committee may appoint an auditor to fill any casual vacancy occurring between
general meetings of the society. Any auditor appointed by the committee who is
not a qualified auditor shall hold the appointment until the conclusion of the first or next annual general meeting as the
case may be. (5)
A qualified auditor appointed to audit the accounts and balance
sheet of the society for the preceding year of account (whether by a general
meeting or by the committee) shall be re-appointed as auditor of the society
for the current year of account (whether or not any resolution expressly re-appointing him has been passed) unless (a)
a resolution in accordance with paragraph
(6) of this rule has been passed at a general meeting of the society
appointing somebody instead of him or providing
expressly that he shall not be re-appointed or (b)
he has given to the society notice in writing of his unwillingness to be re-appointed or (c)
he is ineligible for appointment as auditor
of the society for the current year of account or (d)
he has ceased to act as auditor of the society by reason of incapacity. Provided that a retiring auditor shall not
be automatically re-appointed by virtue of this rule if notice of an intended
resolution to appoint another person in his place has been given in accordance with paragraph (6) of this
rule and the resolution cannot be proceeded with because of the death incapacity or ineligibility of that other person. (6)
A resolution at a general meeting of the society ·
appointing another person as auditor in
-place of a retiring qualified auditor or ·
providing expressly that a retiring auditor shall not be
re-appointed shall
not be effective unless notice of the intention to move it has been given to the Society not less than twenty-eight days before
the meeting at which it is moved. When notice of the intention to move
any such resolution has been given to the Society the society shall give notice of the resolution to the members and to the retiring auditor in accordance
with section 6 of the Friendly and Industrial and Provident Societies
Act 1968, and shall give notice to the members in accordance with that section
of any representations made or intended to
be made by the retiring auditor. (7)
None of the following persons shall be appointed as auditor of the society (a)
an officer or servant of the society (b)
a person who is a partner of or in the
employment of or who employs an officer or servant of
the society or (c)
a body corporate. 43.
Audit - The auditors of the society shall make a report to the society on the accounts examined by
them and on the revenue account or accounts and the balance sheet of the society for the year of account in respect
of which they are appointed in
accordance with section 9 of the Friendly and Industrial and Provident Societies Act 1968. ANNUAL RETURNS AND BALANCE SHEET44.
Submission of Returns - Every year not later than the 31st March the
Secretary shall send to the Registrar the annual return in the form prescribed
by the Chief Registrar of Friendly Societies relating to its affairs for the period required by the Act to be included in the return
together with (a)
a copy of the report of the auditor on the club's Accounts for the
period included in the return, and (b)
a copy of each balance sheet made during that period and of any report of the auditor on that
balance sheet. 45.
Copies of Annual Returns - The Secretary shall be supplied with copies of the last annual
return together with the report of the auditor on the accounts
and balance sheet contained in the return, and shall supply
such a copy gratuitously to every member or person having an interest in the funds of the club, on demand. 46.
Balance Sheet – (a)
The Society shall not publish any balance sheet which has not previously been audited by the Society's Auditor and any copy of a balance sheet published by the Society shall incorporate the report made thereon by the Auditor. (b)
A copy of each balance sheet made during the
period included in an annual return shall be sent by the Secretary to the Registrar together with the said annual
return and each copy shall incorporate the report made thereon by the Society's Auditor. INSPECTION OF BOOKS47.
Inspection of Books - Any member or person
having an interest in the funds of the Society shall be allowed to inspect his own account, and the books containing
the names of the members, including
all the particulars in the duplicate register of members, at all reasonable
hours at the registered office of
the Society, or at any place where the same are kept subject to such
regulations as to the time and manner of such inspection as may be made from time to time by the General Meetings of the Society. PROFITS48.
Division of Profits - The net profits shall be allocated as follows:— (a)
At least one-half to a Reserve Fund until the
said fund equals the share capital, and
afterwards such proportion as the Annual Meeting shall decide. (b)
Not less than five per cent to the workers employed by the Society at the time the division
takes place as a bonus proportionate
to the wages earned by them respectively during the period to which the
division relates. (c)
The remainder shall be divided amongst the
members in proportion to the amount of business done with the Society under Rule 4, Clause (b). NOMINATIONS AND PROCEEDINGS ON DEATH OR BANKRUPTCY49. Upon a claim being made by the personal representative of a deceased member or the trustee in bankruptcy of a bankrupt member to any property in the Club belonging to the deceased or bankrupt member the Committee shall transfer or pay such property to which the personal representative or trustee in bankruptcy has become entitled as the personal representative
or trustee in bankruptcy may direct them. A member may, in accordance
with the Industrial and Provident Societies
Act 1965, nominate any person or persons to whom (subject to the provisions of the Act as to amount and the persons to whom a valid nomination may be
made) any of his property in the Club at the time of his death shall be
transferred. On receiving satisfactory proof of death of a member who has made a nomination the Committee
shall if and to the extent that the
nomination is valid under the said Act either transfer or pay in
accordance with the Act the full value of
the property comprised in the nomination to the person entitled thereunder. THE SEAL50. Use of the Seal - The
Seal of the Society shall be a steel engraved one, and shall not be affixed to any
document without the express authorisation of the Committee, and
the date of such authorisation shall be mentioned on the instrument
to which the Seal is attached and shall be attested by the signature of two members of the
Committee and the Secretary. 51. Custody
of the Seal - The Seal shall be kept in the custody of the
Secretary, or such other officer as the Committee shall
direct. MEMBERSHIP WITH THE NATIONAL SOCIETY OF ALLOTMENT AND LEISURE GARDENERS LTD52.
The
adoption of these Rules shall constitute an agreement to apply for one fully paid 10p share in the National Society of
Allotment and Leisure Gardeners Ltd and an agreement to pay such annual contributions as may be
prescribed by the rules of the said
Society. STATUTORY APPLICATIONS TO THE REGISTRAR53. Inspection
of Books. - Any ten members of the Society each of whom
has been a member of the Society for not less than twelve months
immediately preceding the date of
the application, may apply to the Registrar in the form prescribed by the Treasury Regulations to appoint an actuary or
accountant to inspect the books of the Society and to report thereon, pursuant to Section 47 of the Industrial and Provident Societies Act 1965. 54. Inspection
of Affairs - It shall be the right of one-tenth of the
whole number of members, or if the number of members shall at
any time exceed 1,000 it shall be the right of 100 members, by an application in
writing to the Chief Registrar, signed by
them in the forms respectively provided by the Treasury Regulations:— (a)
To
apply for the appointment of an inspector or inspectors
to examine into the affairs of the Society and to report thereon, or (b)
To apply for the calling of a Special Meeting of the Society. ARBITRATION55.
Arbitration - In case any dispute arises between the Society or any of its
officers and any member or persons claiming
on account of a member or under the Rules, or, in case of any complaint against any member,
application may be made to the Committee for redress, and should the Committee
not bring the parties to agreement, the matter, in dispute may be submitted to arbitration. One arbitrator shall be
appointed by each of the parties concerned, and one by the Management Committee of the National Society of Allotment and
Leisure Gardeners Ltd. The award of the arbitrators shall be final, and the costs of such arbitration shall be
borne by the disputing parties in such proportion as the arbitrators may
determine. In this rule the word "member" includes any person
aggrieved who has for not more than six months ceased to be a member. DISSOLUTION.OF THE SOCIETY56. Dissolution
- The Society may at any time be dissolved
by the consent of three-fourths of the members, testified by their signatures
to an instrument of dissolution in the form provided by
the Treasury Regulations, or by winding-up in manner
provided by the Industrial and Provident Societies Acts. COPIES OF RULES57.
Copies of Rules - A copy of the
Rules of the Society shall be delivered by the Secretary to every person on
demand on payment of a sum not exceeding 10p, and the Committee of
Management shall provide the Secretary with sufficient copies of the
said Rules for this purpose. AMENDMENT OF RULES58.
Mode of Amending Rules - The Rules may be
amended by
resolution of a three-fourths majority at a Special General Meeting. No
amendment of rules is valid until
registered. BY-LAWS59.
By-Laws.—The Committee may from time to
time make by-laws relating to the tenancy of allotment
gardens, provided
that no such by-law shall be inconsistent with these rules. |