GENERAL MEETINGS

32. The Society is to hold a general meeting (called the annual general meeting) within six months of the end of each financial year. The first annual general meeting may be called by the Society Board at any time within this period.

33. All general meetings other than annual general meetings are called special general meetings and are to be convened by the Secretary either:

• a. by order of the Society Board; or
• b. if a written requisition signed (except where these Rules say otherwise) by members holding not less than 10% of total shares held by members is delivered to the Society’s registered office or is posted on the Website . The requisition must state the purpose for which the meeting is to be convened. If the Secretary is not within the United Kingdom or is unwilling to convene a general meeting any Society Board member may call a general meeting.

34. A special general meeting called in response to a members’ requisition must be held within 28 days of the date on which the requisition is delivered to the registered office. If a request for a special general meeting has been posted on the Website, the Society Board shall only call a special general meeting to the extent that the requisite number of members vote in favour of a special general meeting within 21 days of the request being posted on the Website and, in the event that the requisite number of members so vote, a special general meeting shall be held within 28 days of the expiry of such 21 day period. The meeting is not to transact any business other than that set out in the requisition and the notice convening the meeting.

35. Notice of a general meeting is to be given either:

• a. in writing; or
• b. by notice in any newspaper circulating in the Area; or
• c. where a member has agreed to receive notice in this way, by such electronic means as the Society Board shall decide
• at least 14 clear days before the date of the meeting. The notice must:
  • i. be given to all members and to the members of the Society Board and to the
  • auditors;
  • ii. state whether the meeting is an annual or special general meeting;
  • iii. give the time, date and place of the meeting; and
  • iv. indicate the business to be dealt with at the meeting.

36. Any notice to a member may be given either:

• a. personally; or
• b. by sending it by post in a prepaid envelope addressed to the member at their registered address; or
• c. by leaving it at that address;
• d. or (if a register of e-mail addresses is maintained by the Society and the member has notified the Society of an e-mail address) by e-mail to their registered e-mail address.

Notices or communications sent by first class post to members at their registered address are deemed to have been duly served 48 hours (excluding Sundays) after being posted. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. An e-mail communication shall be deemed to have been duly received one day after being sent. The proceedings at a general meeting are not invalid if:

• i. there has been an accidental omission to send a notice to a member or members; or
• ii. the notice is not received by a member or members.

37. A member present either in person or by proxy or by attendance on the Website 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.

38. Before a general meeting can do business there must be a quorum present. Except where these Rules say otherwise a quorum is 20 members or 10% of the members entitled to vote at the meeting whichever is lower.

39. The Society Board may decide where a general meeting is to be held and may also in the interests of democracy:

• a. arrange for the annual general meeting to be held in a different part of the Area each year;
• b. make provision for a general meeting to be held at different venues either simultaneously or at different times. In making such provision the Society Board shall also fix an appropriate quorum for each venue, provided that the aggregate of the quorum requirements shall not be less than the quorum set out in the previous Rule.

40. It is the responsibility of the Society Board, the Chair of the meeting and the Secretary to ensure that at any general meeting:

• a. the issues to be decided are clearly explained;
• b. sufficient information is provided to members to enable rational discussion to take place;
• c. where appropriate, members of the Executive Board, experts in relevant fields or representatives of special interest groups are invited to address the meeting.

41. If the chair of a general meeting or the Secretary considers that steps should be taken to ensure:

• a. the safety of people attending a general meeting; or
• b. the proper and orderly conduct of the meeting; they may take whatever steps are necessary to deal with the situation. They may in particular, if they think it necessary:
  • i. require people to prove their identity;
  • ii. arrange security searches;
  • iii. stop certain things being taken into the meeting;
  • iv. refuse to allow members into the meeting or have members removed from the meeting, where the behaviour of those members is or is likely to be violent or disruptive.

42. The Chair of the Society Board or in his or her absence some other Society Board member nominated by the members of the Society Board shall preside at all general meetings of the Society. If neither the Chair nor such other Society Board member is present and willing to act, the Society Board members present shall elect one of their number to be Chair and if there is only one Society Board member present and willing to act he or she shall be Chair. If no Society Board member is willing to act as Chair or if no Society Board member is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be Chair.

43. If no quorum is present within half an hour of the time fixed for the start of the meeting:

• a. if the meeting was convened on a requisition of the members, it is to be dissolved;
• b. in any other case the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Society Board determine. If a quorum is not present within half an hour of the time fixed for the start of the adjourned meeting, the number of members present during the meeting is to be a quorum.

44. Subject to these Rules and to any Act of Parliament, a resolution put to the vote at a general meeting shall be decided upon by a show of hands.

45. Every member present in person or by proxy or through the Website shall have one vote. In the case of an equality of votes the Chair of the meeting is to have a second or casting vote.

46. Unless a poll id demanded, the result of any vote will be declared by the Chair and entered in the minute book. The minute book will be conclusive evidence of the result of the vote.

47. A poll may be directed by the Chair or demanded either before or immediately after a vote by a show of hands by not less than one-tenth of the members present at the meeting (in person or by proxy).

48. A poll required on any other question shall be taken either forthwith or at such time and place as the Chair directs not being more than thirty days after the poll is required. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll is required. The result of the poll will be treated as the resolution of the meeting at which the poll was demanded. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken. Unless these Rules or an Act of Parliament say otherwise, all resolutions are to be decided by a simple majority of the votes cast.

49. The Chair of any meeting may with the consent of a majority of the members present in person or by proxy or on the Website adjourn the meeting. The following are the arrangements for adjourned meetings:

• a. No business is to be transacted at any adjourned meeting other than the business not reached or left unfinished.
• b. An adjourned meeting is to be treated as a continuation of the original meeting but any resolution passed at an adjourned meeting is to be treated as having been passed on the date on which it is in fact passed.
• c. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise no notice need be given of an adjournment or of the business to be transacted at an adjourned meeting.

50. A proxy is to be appointed as follows:

• a. in writing;
• b. in any usual form or any other form which the Society Board may approve;
• c. under the hand of the appointor or of their attorney duly authorised in writing; and
• d. by depositing the appointment document at the registered office of the Society or at such other place within the United Kingdom as the Society shall specify or shall be sent by email to the Society, in either case not less than two clear days before the day fixed for the meeting at which the proxy is authorised to vote. Where the appointment document is exercised by an attorney on behalf of the appointor the authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Society Board is to be lodged or sent by email with the appointment document.

If this procedure is not followed the appointment of the proxy will be invalid.

51. The following further rules apply to proxies.

• a. No person other than the Chair of the meeting can act as proxy for more than 3 members.
• b. Any question as to the validity of a proxy is to be determined by the Chair of the meeting whose decision is to be final.
• c. A proxy need not be a member of the Society.

52. A vote given or poll demanded by proxy or by the duly authorised deputy of a corporate body, shall be valid unless notice of termination of the authority is received by the Society at the registered office or at any other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded.

53. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered. Any objection made in due time about any vote whether tendered personally or by proxy or on the Website is to be determined by the Chair of the meeting, whose decision is to be final. Every vote not disallowed at the meeting will be valid.