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 NAME
6. 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.
7. 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 MEMBERS
12. 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.
14. 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.
16. 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.
17. 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.
18. 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 MANAGEMENT
25. 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 MANAGEMENT
37. 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 ACCOUNT
41. 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.
42. 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 SHEET
44. 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 BOOKS
47. 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.
48. 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 BANKRUPTCY
49. 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.
50. 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 LTD
52. 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 REGISTRAR
53. 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.
55. 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 SOCIETY
56. 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 RULES
57. 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 RULES
58. 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.
59. 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.