AZUDOO - ALL TOGETHER. NOW

Legal

Terms of use
Privacy policy
Rules
Project policy
Content policy
Governance policy
Conflict of interest policy
Statement of director's responsibilities
Board membership policy

1. Name and definitions

1.1

The name of the Industrial & Provident Society is AZUDOO Limited and for the purposes of these Rules it will be called the "Mutual".

1.2

The Mutual is registered under the Industrial & Provident Societies Act 1965 (as amended).

1.3

In these Rules the following words and expressions shall have the following meanings:

(a)

"Administration" means the day-to-day administrative and communicative activities that are required to be carried out by the Mutual in order for the Mutual: to be effectively administered; to keep Members informed of the state of affairs of the Mutual; and to ensure that the Mutual complies with its obligations under the Act.

(b)

"Annual General Meeting" or "AGM" means an annual general meeting of the Members which must be held within 6 months of the close of the financial year of the Mutual and there must not in any event be a gap of more than 15 months between one AGM and the next.

(c)

"Approved Project" means Proposed Projects which: are determined by the Board, or any delegated committee thereof, in their absolute discretion, to have satisfied the qualifying criteria in the Project policy; have been proposed by one or more Members or by the Board; have received the required number of votes cast by Members, in accordance with the Project policy, in support of the said Proposed Project; have also satisfied any appropriate due diligence, as deemed necessary by the Board and undertaken by the Mutual; and that have entered into any necessary contracts required by the Mutual.

(d)

"Audit Committee" means a committee established, under Rule 35, within the first 6 months following registration of the Mutual, to: monitor the integrity of the financial statements of the Mutual; review the external auditor's independence, objectivity and effectiveness; help the Board fulfil its obligations in respect of financial reporting; and ensure Members' confidence in the credibility of the Mutual's financial statements.

(e)

"Board Meetings" means a meeting of the Board Members held in accordance with Rule 34.

(f)

"Board Members" means those persons occupying the position of a director of the Mutual who are appointed to the Board in accordance with these Rules.

(g)

"Board Membership Policy" means the policy created and posted on the Website by the Board, which sets out the criteria for the appointment or election of individuals as Board Members; the Mutual's general requirements for its officials in their capacity as a Board Members; the general policy of becoming and remaining a Board Member; and any other matter that is deemed relevant by the Board in relation to membership of the Board.

(h)

"Chairperson" means the individual Non-Executive Director appointed by the Board under Rule 26.4 as chairperson to chair the meetings of the Board and any General Meetings.

(i)

"Charitable Foundation" means the trust established and operated by the Board for charitable purposes in line with the Mission Statement and the Objects, which upon a solvent dissolution of the Mutual and the satisfactory discharge of all debts and liabilities under Rule 47 would be entitled to a payment equal to fifty per cent. of the Surplus Assets.

(j)

"Codes of Best Practice" means a series of separate policy documents created and posted on the Website by the Mutual which give effect to these Rules, the efficient management of the Mutual and its efficient pursuit of the Objects and the Mission Statement.

(k)

"Directors" means the individuals appointed as Board Members in accordance with the provisions of Rules 26 and elected as Board Members in accordance with the provisions of Rule 27.

(l)

"Electronic Communication" means any form through any medium including transmission through the internet or by fax.

(m)

"Executive Directors" means those Directors who will be performing the operational functions and the Administration of the Mutual.

(n)

"Extraordinary General Meeting" or "EGM" means a meeting of the Members that takes place under Rule 18 which is not an AGM and which can be convened either by the Secretary under an order of the Board; or by a Member's request for requisition in accordance with the provisions of Rule 18.

(o)

"Financial Services Authority" means Financial Services Authority at 25 The North Colonnade, Canary Wharf, London, E14 5HS.

(p)

"Founder Members" means the following individuals: Terry Brissenden, Claire Davidson, William Day, Paul Grindey, Finn Jackson, Mike Hall, Luby Sparber and Paul Woolf who have collaborated and worked to create and establish the Mutual.

(q)

"General Business" means the general day-to-day business activities that are to be carried out in order for the Mutual to operate and provide the platform to achieve the Objects and the Mission Statement.

(r)

"General Meeting" means the Members coming together at either an AGM or an EGM.

(s)

"Governing Documentation" means all byelaws, policies and documents that are produced by the Board and posted on the Website, which seek to give effect to these Rules; to ensure the efficient management of the Mutual; and to ensure its efficient pursuit of the Objects and the Mission Statement.

(t)

"Initial Term" means the fixed period of time, until the AGM which either falls after the fifth anniversary of the registration of the Mutual or the AGM immediately following, which the Founder Members will serve on the Board under Rule 26.1 before either retiring by rotation or retiring by rotation and standing for re-election in accordance with the provisions of Rules.

(u)

"Members" means those individuals, firms, corporate bodies and other organisations who are eligible in accordance with Rule 7.3 to apply for membership of the Mutual; who have made a successful application for membership; who have satisfied the necessary subscription requirements under Rule 10; who have received from the Mutual their Certificate of Membership as set out in Rule 9; and who are not restricted in their access to the Members' section of the Website or otherwise barred from membership in accordance with these Rules. An up-to-date register of Members will be maintained by the Secretary.

(v)

"Membership" means all of the Members of the Mutual taken together.

(w)

"Mission Statement" means the statement, set out at Rule 3, which provides an overview of the general purpose of the Mutual.

(x)

"Mutual" means AZUDOO Limited as the registered Industrial & Provident Society under the Act.

(y)

"Mutual's Recruitment Policy" means the policy created and posted on the Website setting out the process where the Mutual can advertise employment or volunteer opportunities to Members and Visitors.

(z)

"Non-Executive Directors" means those Directors who will generally not be involved in the day-to-day operations of the Mutual.

(aa)

"Objects" means the purposes, as listed at Rule 4, for which the Mutual was formed.

(ab)

"Privacy policy" means a separate binding document that works in conjunction with the Terms of use but governs the collection of information about Members and Visitors by the Mutual; and sets out how the Mutual may use any personal information which it has collected in relation to Members and Visitors.

(ac)

"Project policy" means a separate binding policy document created by the Mutual and published on the Website, which sets out both: the basic criteria that ideas and proposals are required to satisfy in order for the Mutual to allow the ideas and proposals to proceed to the voting stage (which is also set out at Rule 17.2); and the exact process of how ideas and proposals can be nurtured into Approved Projects. The Project policy also details how both Visitors and Members can participate in the process; how Members will be able to cast their votes throughout the voting process and effect a Proposed Project; and any other issues that the Board deems relevant in relation to Projects.

(ad)

"Projects" means ideas and proposals from a Visitor, Member or the Board which have been posted on the Website and which seek to secure and use the funds and resources of the Mutual in order to effect the ideas and proposals and in doing so help achieve the Objects and Mission Statement.

(ae)

"Proposed Projects" means Projects which: have been determined by the Board, or any delegated committee thereof, in their absolute discretion to satisfy the qualifying criteria in the Project policy; and have received the required number of votes in the first stage of the voting process (i.e. to turn the idea or proposal into a Proposed Project) as set out in detail in the Project policy. A Proposed Project must then go through two more voting cycles; any necessary due diligence deemed appropriate by the Board; and have entered into any necessary contracts required by the Mutual before it can become an Approved Project and be allocated any funds.

(af)

"Proxy Notice" means an instrument which, if set out in accordance with the requirements of Rule 22.2, provides Members with a mechanism to have their opinions represented at a General Meeting that they are unable to physically attend by appointing a nominated representative.

(ag)

"Referendum Procedure" means the policy created and posted on the Website that sets out, for the benefit of Members, how any Project, issue or decision can be dealt with by a referendum; and the exact procedure that needs to be followed in order to make the referendum binding.

(ah)

"Register of Members" means the register of information and the details about the Members that the Mutual is required to hold by the Act.

(ai)

"Registered Office" means Colechurch House, 1 London Bridge Road, SE1 2SX.

(aj)

"Remuneration Committee" means a committee established, under Rule 35, within the first 6 months following registration of the Mutual, to deal with all issues of remuneration of officials and employees including: directors' salaries, expenses, bonuses, any employee salaries; and any other issue of remuneration that is deemed relevant.

(ak)

"Rule" means a specific rule as set out in this document being the Mutual's Rule Book.

(al)

"Secretary" means any person appointed by the Board under Rule 32.2 (d) to do the work, as set out in Rule 37 and elsewhere under these Rules, as the secretary of the Mutual including any assistant or deputy secretary.

(am)

"Surplus Assets" means those assets of the Mutual upon dissolution that remain having satisfied all debts and liabilities in accordance with Rule 47.

(an)

"Terms of use" means a separate binding document as posted on the Website which sets out the rules which are applicable to Members' and Visitors' use of the Website and amended from time to time by the Mutual.

(ao)

"the Act" means The Industrial & Provident Societies Act 1965 (as amended).

(ap)

"the Board" means the collective unit of Directors which operates in accordance with the Rules.

(aq)

"Visitors" means the persons: who are not Members; who access the Website as registered users; who use the recreational facilities that the Website has to offer; and whose access to the Members' section of the Website is restricted.

(ar)

"Website" means the website of the Mutual.

2. Registered office

2.1

The registered office of the Mutual is Colechurch House, 1 London Bridge Road, SE1 2SX. The registered office may be changed at any time by a resolution of the Board.

3. Mission statement

3.1

The Mutual's purpose, in a collectively owned, collaborative and co-creative environment duly created by the Mutual, is to:

(i)

provide an opportunity and a space for the Members to communicate and consider what the key economic, social, cultural and environmental challenges are that they face as Members and how they might solve such economic, social, cultural and environmental challenges; and

(ii)

provide a forum for the determination of the distribution of funds of the Mutual for Projects which seek to solve such key economic, social, cultural and environmental challenges provided that to be eligible for such funds the relevant challenge must be faced by a sufficiently sized community of Members directly or indirectly.

4. Objects

The Mutual's objects are to pursue its Mission Statement by:

(a)

raising funds through Membership, subscription, donations, advertising revenue, brand extension, revenue from Approved Projects, the conduct of trade or business and in any other ways as the Members decide;

(b)

using the funds, proceeds and resources of the Mutual to invest in, lend to and fund or co-fund Approved Projects that will go some way to solving the key economic, social, cultural and environmental challenges faced by the Members (as determined under Rule 3);

(c)

using the funds, proceeds and resources of the Mutual to further promote and develop the Mutual's business and its activities to the ultimate benefit of the Membership;

(d)

creating or supporting Proposed Projects;

(e)

encouraging selfless behaviour from its Members and collaboration for the common good of the Membership;

(f)

acting as a representative body for its Members and protecting, promoting and furthering their interests and the principles of social justice;

(g)

the mutual exertion of the Members creating profits and general success that will primarily be determined by each Members' participation in the business of the Mutual, through:

(i)

their use of the facilities on the Website;

(ii)

their proposing, voting, managing, or administering of Projects; or

(iii)

putting themselves forward to service the day-to-day affairs of the Mutual;

(h)

providing the Members, as an autonomous association, with the tools, resources and the communicative space (i.e. networking) to tackle the key economic, social, cultural and environmental challenges they face;

(i)

promoting awareness and interest in the Mutual and its Mission Statement through the mutual exertion of the Members and as a result promoting the co-operative movement;

(j)

promoting, encouraging, and furthering the Membership and reach of the Mutual through the mutual exertion of the Members in order to attract potential new members;

(k)

creating a sense of shared ownership and interdependence amongst the Members through an equality of interest and voting rights in the Mutual whilst strengthening the collectively owned and co-creative environment;

(l)

taking proper account of the interests of the Members it serves in the decisions it takes;

(m)

developing and respecting the rights of Members;

(n)

utilising an open membership policy and encouraging membership amongst the online community;

(o)

promoting the principles, as set out in the International Co-operative Alliance's "Statement of Co-operative Identity", upon which the Mutual was established and should operate; and

(p)

promoting the Mutual and conduct of its business and affairs;

5. Powers

In order to fulfil the Objects the Mutual has the power to do all things necessary or expedient to bring about the fulfilment of the Objects and the Mission Statement. Notwithstanding the generality of the foregoing and without prejudice to it, the Mutual has the power:

5.1

In respect of General Business to:

(a)

buy, sell and lease property;

(b)

borrow and grant security over its assets;

(c)

carry on any industry, trade or business;

(d)

receive subscriptions, other monetary donations and income;

(e)

employ individuals who are Members and/or individuals who are non-Members;

(f)

make any necessary arrangements, agreements or contracts with any other third party;

(g)

create best practice guides and byelaws for the running of the Mutual;

(h)

invest, lend, donate, or give funds away to support the Approved Projects;

(i)

so far as permitted by these Rules indemnify or maintain insurance for the benefit of the Directors and employees of the Mutual; and

(j)

do anything else that may be necessary to conduct the General Business.

5.2

In respect of Administration to:

(a)

communicate with the Members and effect business using the Internet and any other forms of communications;

(b)

do anything else which is necessary to fulfil the Objects;

(c)

undertake all relevant steps to ensure compliance with the provisions of the Act;

(d)

submit all forms and returns in the specified time period;

(e)

appoint a Board or governing committee and hold the relevant elections as set out in Rule 27 in order to appoint persons to the Board; and

(f)

exercise any other necessary power in order to administer the Mutual.

6. Register of members

6.1

As required by the Act, the Mutual shall maintain a Register of Members containing the required information. The Register of Members shall (subject to the provisions of the Data Protection Act 1998 and any other relevant statute) be kept in electronic form.

6.2

A Member shall comply with: all data protection, privacy and other legislation (including without limitation the Data Protection Act 1998) in England and Wales which are relevant to Membership; all regulations in England and Wales which are relevant to Membership; and where a Member is a national of a jurisdiction other than England and Wales or subject to the laws of another jurisdiction for whatever reason, comply with any data protection and privacy legislation and regulations to which the Member is subject. A Member who for whatever reason is subject to the laws of another jurisdiction other than the laws of England and Wales shall indemnify the Mutual against any loss, costs, damages, expenses and liabilities that the Mutual may incur under the laws of such other jurisdiction as a result of the relevant individual becoming, or continuing to be, a Member or which the Mutual may incur as a result of the individual becoming a Member.

7. Membership

7.1

The Members are those people whose names are entered in the Register of Members. Any individual, firm, corporate body or other organisation, which satisfies the qualification criteria set out in Rule 7.3 may apply for membership of the Mutual in accordance with the process relating to applications for membership of the Mutual as set out on the Website.

7.2

The first Members of the Mutual are those people defined as the Founder Members.

7.3

Membership of the Mutual is open to any:

(a)

person over sixteen years of age unless the applicant is a resident of a jurisdiction which precludes membership of an organisation such as the Mutual whether for reasons of age or otherwise and where the said jurisdiction precludes membership on the grounds of age then such an individual may apply for membership once such age is met;

(b)

firm;

(c)

corporate body; or

(d)

other organisation

who can confirm when making an application for admittance to the Membership that: they can access the Website; they can conduct their business with the Mutual via the Internet; their membership of the Mutual will not place them or the Mutual in breach of any legislation or regulations to which they, as applicants, are subject or which their membership would make the Mutual subject; and who agree to: comply with the principles of the Mutual as published from time to time; support the Objects and the Mission Statement; and who in accordance with Rule 10.1 have satisfied the subscription requirements of the Mutual, in whatever manner permitted by the Board, and posted on the Website from time to time.

7.4

Anyone seeking to become a Member will be bound by these Rules, the Terms of use, Privacy policy and any other Governing Documentation as set out by the Mutual and posted on the Website.

7.5

Membership is not required for visiting and using the recreational facilities (i.e. those facilities accessible to Visitors) on the Website provided that any Visitors agree to abide by the Terms of use and Privacy policy as set out on the Website.

7.6

The Board has the discretion to establish a reasonable format for the verification of an applicant's identity. The format of the verification process will be outlined on the Website.

8. Admission to membership

8.1

Applications for membership shall be via an online application form or other online registration process as contained within and set out on the Website.

8.2

The Board has the discretion to refuse membership to any person, firm, corporate body or other organisation that it believes:

(a)

is not acting consistently with or is in breach of these Rules; or

(b)

intends to harm the community of Members or the Mutual; or

(c)

will bring the Mutual into disrepute; or

(d)

it is not in the interests of the Mutual to allow membership; or

(e)

has failed to make an application for membership in accordance with the Mutual's requirements in relation to the process and verification of applications, including without limitation, the verification of the applicant's identity and any policies or terms designed to promote compliance with any legislation or rule of law that may be applicable.

8.3

Applications for membership must be made and subscribed for in the name of the applicant.

9. Certificate of membership

9.1

Upon a successful application for membership, the Board or any authorised committee shall provide the Member with a unique identifier in a form to be prescribed by the Board. The unique identifier or the characteristics of the unique identifier may be changed at any time at the Board's discretion.

9.2

The unique identifier will entitle a Member, provided that the annual subscription fees in relation to that individual's membership have been paid, in whatever manner permitted by the Board, and the same has been received as cleared funds, to:

(i)

a share of the ownership of the Mutual, such a share shall lapse or be forfeited immediately and without notice if the subscription fees due in relation to a Member's membership of the Mutual have not been paid on their due date;

(ii)

propose Projects for the Mutual to consider and if appropriate to vote upon in accordance with the Project policy;

(iii)

vote on and determine, at the relevant time and in the manner prescribed under the Project policy which Proposed Projects are to be supported in whole or part by the Mutual;

(iv)

subject to the Terms of use unlimited use of and access to the areas of the Website reserved for Members;

(v)

stand for election or appointment to the Board subject to the requirements set out in Rule 28.1;

(vi)

upon any dissolution of the Mutual to have the longevity of their membership and their overall interaction (including through donations over and above the annual subscription with the Mutual) taken into consideration by the Board when any Surplus Assets are to be distributed under Rule 47; and

(vii)

any other benefit of membership as set out in the Act, under these Rules or further determined by the Board in its absolute discretion.

9.3

Every Member shall hold one share and not more than one. The share that each Member holds will form a token of that Member's membership of the Mutual. Shares have the nominal value of £0.25 pence and the individual share shall be neither withdrawable nor transferable, shall carry no right of interest, dividend or bonus, and shall be forfeited and cancelled on cessation of membership from whatever the cause, the amount of the subscription for the share in question shall become the property of the Mutual.

10. Subscriptions

10.1

Upon making an application for membership of the Mutual a non-refundable subscription fee, at a rate determined by the Board from time to time and posted on the Website, must be paid in relation to that application for membership in a manner permitted by the Board and such funds must be received and cleared before the unique identifier can be despatched and the applicant be entered in the Register of Members.

10.2

In order for an individual's membership to continue on an annual basis there must be an on going non-refundable annual subscription paid to the Mutual in relation to that individual's membership in a manner permitted by the Board. The Member must also comply with these Rules, the Terms of use, the Privacy policy and any other Governing Documentation.

10.3

The Board will provide guidance as to how the annual subscription and any future donations over and above the annual subscription can be made to the Mutual.

10.4

A Member may make further donations to the Mutual during each financial year in order to help realise the Objects and the Mission Statement.

10.5

The level of any further donations, over and above, the annual subscription shall not entitle that Member to any other increased benefits other than those set out in Rule 9.2 and in particular will not give the Member making the donation any extra voting rights.

11. Removal of members

11.1

A Member will cease to be a Member forthwith if they:

(a)

die or in the case of a corporate body cease to exist or enter into any form of insolvency arrangement or compromise whether formal or not with their creditors;

(b)

are expelled by the Mutual under Rule 12;

(c)

voluntarily withdraw their membership in a form prescribed by the Board;

(d)

conduct themselves in a way which, in the opinion of the Board, or any committee established by the Board is inconsistent with the Rules and in particular the Objects and the Mission Statement; or

(e)

fail to satisfy the annual subscription requirements in a manner permitted by the Board by the relevant due date.

12. Expulsion of members

12.1

A Member may be expelled from the Mutual if, in the opinion of the Board or any committee established by the Board for the purpose of determining whether a Member should be expelled, such Member:

(a)

behaves in a manner inconsistent or contrary to the Objects or the Mission Statement or the interests generally of the Mutual;

(b)

breaches these Rules, the Terms of use, the Privacy policy, or any other Governing Documentation relating to the Mutual that is provided by the Board in the ordinary course of business;

(c)

behaves in a manner that is unacceptable, offensive or violent towards any other Member, a Director or employee or agent of the Mutual; or

(d)

behaves in any other manner that will bring the Mutual into disrepute; or

(e)

otherwise acts in concert with others to harm the Mutual in any way.

12.2

The decision to expel a Member must be taken in good faith and be made by the Board or any committee established by the Board.

12.3

The Board acting in good faith will from time to time consider the establishment of a formal appeals committee. When considering the establishment of such a committee, the Board will take into consideration all material factors that they deem appropriate including: the size of the Membership, the number of potential appeals and the number of appeals made previously, the reputation of the Mutual, the resources of the Mutual at that point in time and the need to maintain effective and efficient governance over the Mutual.

13. Investment and borrowing

13.1

The Board shall have the power to invest any of the Mutual's funds and resources in any form of financial instrument unit, share or other form of participation for both the efficient management of the financial resources of the Mutual or for the pursuit of the Objects or the Mission Statement. The Board also has the discretion to vary the investments and holdings of the Mutual as may from time to time be desirable.

13.2

The Board shall have the power to use such of the Mutual's resources as and when it deems appropriate to develop and expand the business of the Mutual where necessary.

13.3

The Mutual has the power to borrow such sums of money as it reasonably and prudently requires to conduct and maintain its operations and business. The Mutual shall be entitled to borrow such monies from its Members, finance houses and any other third party.

13.4

The power of the Mutual to borrow pursuant to Rule 13.3 shall be limited to £50 million.

13.5

The Mutual can, if it chooses to do so, mortgage or charge any of its property including any assets and undertakings.

13.6

The Mutual may receive donations over and above the annual subscription from Members or from any other third parties but shall not have the power to take money on deposit.

14. Application of profits

14.1

The profits and surpluses achieved by the Mutual are not to be distributed to Members either directly or indirectly in any form whatsoever, save upon dissolution in which case they will be dealt with in accordance with the provisions of Rule 47, but shall be applied for the following purposes:

(a)

to invest in and to bring about or effect an Approved Project;

(b)

to invest in research or support any initiative which is consistent with the Objects or the Mission Statement;

(c)

to service any debt repayments;

(d)

to pay any professional advisers' fees;

(e)

to deal with any allocations of Surplus Assets upon dissolution of the Mutual; and

(f)

any other expenditure that may achieve the Objects and the Mission Statement.

15. Codes of best practice

15.1

The Board has the power and is obliged under these Rules to create such byelaws as the Mutual requires: to give effect to these Rules; to ensure the efficient management of the Mutual; and, to ensure its efficient pursuit of the Objects and the Mission Statement. In particular but without prejudice to the foregoing the Board shall within such timescale as it deems appropriate publish byelaws/policies relating to: corporate governance, the Project policy, General Meetings Procedure, the election of Board Members, Referendum Procedure and any other matter that the Board requires or deems necessary to give effect to these Rules.

15.2

Each Member shall be bound by and comply with the terms of the Governing Documentation. Any breach of the terms of the Governing Documentation will constitute a breach of the Rules.

16. Projects and voting process

16.1

The Board will publish the Project policy which will: identify how Visitors and/or Members can propose ideas for Proposed Projects for comment upon; how Members and the Board can propose Proposed Projects; how Proposed Projects are voted on by Members; how Projects are to be verified by the Mutual and allowed to proceed through to the money voting stage of the process; how the Membership can vote upon whether the Mutual should financially support Proposed Projects; and how the Mutual will verify and monitor an Approved Project. The Project policy will be published on the Website.

16.2

For the avoidance of doubt, once the Members have voted to support a Proposed Project the Mutual will only be obliged to support the Proposed Project, if in the opinion of the Board the Mutual has sufficient funds to support the Proposed Project and if the Board can verify the Proposed Project through any appropriate due diligence undertaken by the Mutual as a genuine, legal, decent and honest Proposed Project which is consistent with the Objects and the Mission Statement and the Board is satisfied that the individuals and organisation behind the Proposed Project have the intention, resources, skills and organisation to effectively implement the Proposed Project.

16.3

The Project policy shall contain such provisions as the Board regard as appropriate to reflect the provisions of this Rule and to protect the interests of the Mutual including detailing the procedure for verification of any Project.

16.4

Notwithstanding that a Project has been approved in accordance with the Project policy and allowed to proceed by the Board, the Board will have the right (at any time) to terminate an Approved Project or withdraw its funding for the Approved Project if the Board does not in its reasonable opinion deem the said project as a genuine, legal, decent, honest Approved Project which is consistent with the Objects and the Mission Statement or the Board is not satisfied that the individuals and organisation behind the Approved Project have the intention, resources, skills and organisation to effectively implement the Approved Project.

17. Project Criteria

17.1

A Project will only be considered by the Mutual if it is consistent with the Objects and the Mission Statement, meets the Project policy and is genuine, legal, decent and honest. The Project policy will apply to all Projects put forward for consideration by the Mutual.

17.2

Without limitation the Project policy shall include provisions relating to or statements:

(a)

that each Proposed Project as proposed by the Members or the Board shall be consistent with and in the spirit of the Objects and the Mission Statement to encourage selfless behaviour and collaboration for the common good;

(b)

any Project which is to be put to the Mutual under the Project policy or by any other means available under these Rules must not directly or indirectly promote, permit or contemplate:

(i)

the design, manufacture or distribution of arms or munitions;

(ii)

the promotion or conduct of war or armed conflict;

(iii)

the production, processing or distribution of any illegal drugs or substances;

(iv)

the establishment or operation of casinos or any other form of gambling;

(v)

pornography or the provision of products or services of a substantially similar nature;

(vi)

the manufacture or distribution of tobacco or tobacco related products;

(vii)

extortion, bribery, crime, unjust enrichment or any other unlawful activity;

(viii)

the employment of forced labour or harmful child labour; or

(ix)

anything that may bring the Mutual into disrepute;

(c)

any Project which is to be put to the Mutual by any means available under these Rules must:

(i)

comply with applicable local laws; international laws; and conventions including relevant human rights conventions and declarations and environmental agreements;

(ii)

as far as practicable promote environmentally sustainable practices, behaviours or technologies, or have little or no negative impact on the environment; and

(iii)

be managed prudently with due skill, care and diligence;

(d)

any Member that promotes Projects must ensure that both they and the Project itself be transparent and honest in their conduct and the presentation of their objectives, the benefit accruing from such Projects and those to whom such benefits accrue.

17.3

The Board have the absolute power from time to time to amend the Project policy.

18. General meetings

18.1

An AGM shall be held within six months of the close of the financial year of the Mutual and in any event there must not be a gap of more than fifteen months between one AGM and the next. The AGM shall be held at any such time, date and location as the Board determines.

18.2

The business of the AGM will include and provide for:

(a)

the receiving of the accounts, balance sheets and auditor's report;

(b)

consideration of the Board's report on the general performance of the Mutual;

(c)

the appointment of the auditors;

(d)

where appropriate to effect the election of Directors or the re-election of those Directors who in that year are obliged to retire by rotation; and

(e)

any other business provided that it was specified on the notice that convened the meeting and, if that business arises as a result of a Members' requisition to the Secretary under this Rule 18 that the process provided for in this Rule 18 has been complied with.

18.3

In the case of Rule 18.2 (e) above, where a Member has put forward notice of a resolution for the AGM or made a requisition for an EGM, the Board shall have the power to not include such resolution in the notice of AGM or call an EGM for the purpose of putting the resolution before the EGM if:

(a)

publishing it would materially damage the confidence of the public in the Mutual; or

(b)

it seeks publicity for defamatory matters; or

(c)

it does not relate directly to the affairs of the Mutual; or

(d)

it is not in the reasonable opinion of the Board submitted in good faith; or

(e)

it is in substantially the same terms as any motion which has been defeated at a General Meeting of the Mutual in the preceding two years;

(f)

it requires the Board to release information that is regarded by them, in their reasonable opinion, to be confidential and/or be in breach of any legislation or agreements with a third party.

18.4

Where a general meeting takes place and it is not the AGM then it will be called an EGM.

18.5

An EGM may be convened in one of the following ways:

(a)

by the Secretary under an order of the Board at any time under the Board's discretion; or

(b)

upon a Members' requisition in the manner set out in this Rule.

18.6

A Member may make a request for the requisition of an EGM by making a formal notification of their intention to requisition an EGM in writing to the Board at the Registered Office. The formal notification must be in the form as prescribed by the Board and set out in accordance with Rule 18.11.

18.7

The Board will have one month from the date of receipt of the formal notification of the request for the requisition within which to communicate to the Members the contents of the formal notification including any proposed resolutions and/or any other matters to be considered at the EGM. The Board may make this communication by:

(a)

placing a dominant notice on the section of the Website expressly reserved for Members; or

(b)

sending an email or a private message via the Website to all Members; or

(c)

sending a hardcopy notice where specifically requested by a Member in a hardcopy letter to the Mutual which encloses a stamped addressed envelope for reply.

18.8

Following the Board communication, the Board will ensure and provide a suitable online mechanism so that Members can formally vote on whether or not to requisition an EGM. Any such vote will take place through the Website or other online technologies as available from time to time and in creating such a mechanism the Board will be able to express the Board's view on the requisition request. For any such vote to be successful and an EGM to be requisitioned 20 per cent of the Members from time to time must vote in favour of the requisition.

18.9

The vote will commence upon the expiry of the one-month period that the Board have from receiving the formal notification to make their communication to the Members. Once the vote has commenced it will remain open for fourteen days. If, after the fourteen days the said 20 per cent threshold has not been achieved then the vote will be closed and the request for requisition lost.

18.10

Where the required 20 per cent threshold in favour of requisitioning an EGM is achieved the Secretary will be obliged to call an EGM within 45 days of the vote being concluded. For the avoidance of doubt the vote will be concluded at the close of business in England and Wales on the day on which the 20 per cent vote is obtained.

18.11

In order to requisition an EGM the Member's formal notification to the Board must:

(a)

set out any proposed resolutions and any other matters to be considered at the EGM;

(b)

be signed, endorsed, or validated in a form as prescribed for by the Board, by no less than 50 Members each of which must provide their unique Member identifier; and

(c)

be sent to the Registered Office.

18.12

The Secretary has the power to decline to accept any formal notifications to the Board and decline to make any communication to the Membership under Rule 18.7, where a formal notification has been received and it is not accompanied by the appropriate evidence, signatories or support or where the Secretary reasonably considers that the authority of any signatory and authenticity of the formal notification is in reasonable doubt.

18.13

If the Secretary is unable or unwilling, for whatever reason, to convene a General Meeting, any Board Member can, in his/her place, call the General Meeting provided that the requisite notice under these Rules is given.

18.14

Notice of a General Meeting shall be given 28 clear days before the date of the meeting and can be given in any of the following methods:

(a)

hard copy notice, if specifically requested by a Member in a hardcopy letter to the Mutual which encloses a stamped addressed envelope for reply, within 21 days of that request; or

(b)

a dominant notice on the section of the Website expressly reserved for Members; or

(c)

by notice published in the Mutual's newsletter, journal or publication if any have been established; or

(d)

personal communication; or

(e)

sending an email to the email address provided by the Member upon successful registration of their membership or any other form of electronic communication to an address specified by an individual Member for the receipt of notices.

18.15

The default method of communication with Members will be Electronic Communication save for any hardcopy requests. For the purposes of these Rules, Electronic Communications will include placing notices on the Website and/or private emails via the Website.

18.16

Where a notice has been sent by email, advertised on the Website or published as set out above it is deemed served 48 hours after the email has been sent or the notice published. With regard to service by email it shall be evidence of service if there is proof that the email containing the notice was indeed sent.

18.17

A Member present at any General Meeting will be deemed to have received the notice.

18.18

Proceedings at any General Meeting will not be invalid if either a Member or Members:

(a)

were accidentally omitted from the email distribution list; or

(b)

they did not receive the notice.

18.19

Any notice of a General Meeting must state the following:

(a)

where the General Meeting is to be held;

(b)

the time and date of such meeting;

(c)

the general nature of the business to be transacted;

(d)

an address whether postal or in electronic means for proxies to be returned to subject to Rule 22.3; and

(e)

whether or not there will be made available an audio, audio-visual or textual feed of the General Meeting.

18.20

The business of the EGM is to be strictly limited to the proposals and resolutions set out in the notice to Members convening the EGM.

18.21

The Board has the discretion with respect to choosing the location and a venue at which to hold any General Meeting. Any such venue must in the reasonable opinion of the Board be deemed suitable to hold a General Meeting.

18.22

The Board also has the discretion, if it so chooses to launch any other form of live communication, online extension or broadcast of any General Meeting and its proceedings in order for the proceedings of the Mutual to be communicated to as many Members as possible.

18.23

All General Meetings will be conducted in accordance with a General Meeting Procedure to be drawn up by the Board and published on the Website. Such procedures shall be devised by the Board taking into account the practicalities and the scale of the Membership and shall be set at the discretion of the Board save for the provisions which are set out in these Rules.

19. Proceedings at general meetings

19.1

Before any General Meeting can conduct its business there must be a quorum present. If a quorum is not present then the procedure as set out at Rule 19.2 must be adhered to and the General Meeting cannot validly conduct its business. The quorum for a General Meeting will be 25 Members or 10% of the Members entitled to vote at the General Meeting, whichever is the lower figure. Members can either be personally present or attend through the appointment of a proxy, or in the case of a corporate entity through the appointment of a representative as set out in Rule 23.

19.2

If within half an hour, or within a longer period of time as prescribed by the Chairperson's discretion, of the time and date fixed for the General Meeting the meeting is not quorate then:

(a)

if the General Meeting was convened as a result of a Members' requisition it is dissolved; and

(b)

in all other circumstances the General Meeting should be rescheduled for either the same time and date 14 days later or can be rescheduled to a time and date at the discretion of the Chairperson. If at the re-convened General Meeting within half an hour of that fixed time and date the General Meeting is not quorate then the Chairperson shall have the discretion to decide whether the number of Members present will represent a quorum or whether the General Meeting should be dissolved.

19.3

The Chairperson of the Board will preside over all General Meetings if he/she is present and willing to take the chair.

19.4

Where the Chairperson is not present or willing to take the chair a Deputy Chairperson will be chosen from the Directors present at the General Meeting by virtue of their length of service to the Mutual. If there are two or more Directors with the same length of service, those Directors present will vote to decide who will chair the meeting.

19.5

For the avoidance of doubt, if the Board vote does not yield a Deputy Chairperson the Members who are personally present will vote by a show of hands as to which of the Directors present at the meeting will be the Deputy Chairperson for that meeting.

19.6

The Directors can arrange for any Members who cannot be seated in the main meeting room, where the Chairperson will be, to attend and take part in the General Meeting in one or more overflow rooms.

19.7

Any overflow rooms must have a live video and two-way sound link with the main room for the General Meeting, where the Chairperson will be. The video and sound link must enable those Members in overflow rooms to see and hear what is going on in the other rooms.

19.8

The Directors have the full discretion to decide how to apportion Members between the main room and any overflow rooms. If any overflow rooms are used then the General Meeting will be treated as taking place in the main room.

19.9

The notice of the General Meeting does not have to provide any details in relation to overflow rooms.

19.10

The Chairperson of a General Meeting can take any action that he/she deems necessary for:

(a)

the safety of the Members attending (for example in circumstances where there is not enough room);

(b)

the proper and orderly conduct of the business of the General Meeting (for example where certain Members' behaviour is preventing the transaction of business); or

(c)

any other reason to make sure the business of the General Meeting is properly conducted.

19.11

Save for Rule 19.2, the Chairperson has the power upon a simple majority of those Members present, by a show of hands, to adjourn a General Meeting to any time, date and location as the Chairperson directs or for an indefinite adjournment.

19.12

A General Meeting may be adjourned more than once, although where a General Meeting is adjourned indefinitely, or for a period longer than 30 days, at least 7 days notice must be given of the re-convened General Meeting in the same manner as for the original General Meeting.

19.13

If the General Meeting is adjourned for less than 30 days and the date, time and location were announced at the original adjourned General Meeting no notice will be required.

19.14

An adjourned General Meeting can only deal with business that could have been transacted at the original General Meeting before it was adjourned.

19.15

The Board shall have the discretion as to whether to make available an audio, audio-visual, or textual feed of the General Meeting online or to hold any such meeting at more than one location simultaneously and to provide the necessary electronic communication in accordance with Rule 19.7.

20. Member's questions at general meetings

20.1

A Member has the right to put questions regarding the affairs of the Mutual to the Board at General Meetings. Alternatively, a Member may if they so desire, choose to submit prior to any General Meeting any question which the Member would otherwise have put to the Board if that Member had attended the General Meeting in person.

20.2

A Member's question under Rule 20.1 must be submitted by email, or through a mechanism on the Website or any other manner as prescribed for by the Board in the General Meeting Procedure.

20.3

Where a Member submits a question prior to any General Meeting, the Board has the discretion to answer and publish any such responses on the Website. In order to give the Board a reasonable period of time to publish any such responses, should they so desire, any such question should be submitted no later than 7 days before the General Meeting. If a question is submitted after such a time, it is without prejudice to the Member's right to put the question to the Board in person at the General Meeting. However, there is no requirement for the Board to answer and publish any such response prior to the General Meeting nor is there to be any liability should they choose not to publish any such response.

20.4

In answering previously submitted questions the Board have the power in their reasonable opinion to answer a representative sample of questions either at the General Meeting or prior to the General Meeting publishing any such answers on the Website.

20.5

The Board have in their discretion the ability to defer questions put to them at any General Meeting should they not know the answer, for a reasonable period of time in order to determine an accurate response. Any such answer is then to be posted on the Website.

21. Voting procedures

21.1

Where a vote of the Membership is required under the provisions of the Rules or any other Governing Documentation of the Mutual, save for the voting process provided for in the Project policy each Member shall be entitled to cast one vote by virtue of their membership of the Mutual.

21.2

Where a resolution is put to vote at a General Meeting it shall in the first instance be voted on by a show of hands of those Members present and entitled to vote. However, the resolution will instead be dealt with by a poll, if a poll is demanded prior to the show of hands, or immediately after the result of the show of hands when the declaration of the result is announced by the Chairperson.

21.3

A poll on a resolution can be demanded by:

(a)

the Board;

(b)

the Chairperson of the General Meeting; or

(c)

at least two Members present at the General Meeting and entitled to vote (including proxies of Members entitled to vote).

21.4

A demand for a poll maybe withdrawn if the poll has not been taken and the Chairperson consents to the withdrawal. Where a poll is demanded and is then withdrawn any declaration by the Chairperson of the result of the show of hands, which was made before the poll was demanded, will stand.

21.5

If a poll at a General Meeting is demanded and held under these Rules it shall be the Chairperson who can decide when the poll is to take place. The poll can either be held immediately at the General Meeting or after the General Meeting has finished. The Chairperson has the discretion to set the means of voting on the poll, from time to time, but will take into consideration the default method of communication of the Mutual as set out in Rule 18.15.

21.6

The Chairperson has the power should he/she desire to appoint any scrutineers, who need not be Members, to vouch for the authenticity of the poll. The Chairperson can adjourn the meeting to such a time as he/she sees fit to allow the poll to take place and then be declared at the re-convened General Meeting. The result is treated as a decision of the General Meeting where the poll was demanded even if it is carried out after the General Meeting.

21.7

A poll is not permitted in the following circumstances:

(a)

election of a stand-in chairperson in accordance with the provisions of Rule 19.5; or

(b)

on a question of adjournment.

These matters will be dealt with by a show of hands at a General Meeting.

21.8

Polls that are demanded on any other resolution or proposal as covered by the Act or these Rules shall be taken within 30 days of the poll being demanded.

21.9

If a poll is called, a Member may use his/her one vote personally through the method set out by the Chairperson, which will usually be an online poll.

21.10

Where a poll is demanded at a General Meeting it does not prevent the General Meeting from continuing to conclude any other business, save for the resolution reserved for the poll.

21.11

In accordance with Rule 21.8, a poll demanded and not taken immediately shall be taken within 30 days of the demand. No notice need be given to Members provided that the time and place of the re-convened meeting is announced at the original General Meeting. In any other case the Secretary must give Members 7 clear days notice in the same form as for the original General Meeting.

21.12

Where no poll is demanded and a vote is taken by a show of hands by those Members who are present at the General Meeting, a corresponding entry in the Minute Book of the Mutual will be sufficient and conclusive evidence following a declaration by the Chairperson if a resolution has been carried or lost. There will be no need to prove the details of votes recorded for and against any motion.

22. Proxies

22.1

Any Member may appoint another person, not necessarily another Member to physically attend and act on his/her behalf where appropriate at a General Meeting.

22.2

A proxy will only be valid where the notice:

(a)

states the name and address of the Member appointing the proxy as they appear in the Register of Members;

(b)

identifies the person appointed to be the proxy and the General Meeting to which the proxy applies;

(c)

states that if a General Meeting is adjourned for a poll to take place under Rule 21, and this poll is to be taken through the Website, the Proxy Notice is to expire and the Member appointing the proxy regains his/her right to vote on the poll;

(d)

is executed by the Member appointing the proxy; and

(e)

is delivered in the appropriate manner as prescribed by the Board.

22.3

The Mutual may require a Proxy Notice to be delivered in different forms, from time to time, and it is for the Board to specify the form required and the postal address or email address where any such notice should be delivered.

22.4

A valid Proxy Notice may or may not specify how the proxy is to vote on one or more resolutions.

22.5

Unless the Proxy Notice states otherwise, it shall be treated as appointing the person appointed under the proxy in relation to any adjournment of the General Meeting to which it relates as well as the General Meeting itself.

22.6

Any notice of a General Meeting must specify appropriate details as to where the Mutual will receive Proxy Notices and the deadlines for their service on the Mutual.

22.7

Where a Proxy Notice is to be given it must be delivered in the prescribed form not less than 48 hours before the General Meeting to which it relates.

22.8

A Proxy Notice may, if a Member so desires, relate to more than one General Meeting provided this is clearly set out in the Proxy Notice.

22.9

If no fixed duration is set out in the Proxy Notice, cancellation of such notice will only be valid where the Member, who originally appointed the proxy, instructs the Mutual in a form prescribed for by the Board that the proxy is no longer in force.

22.10

The rights of a proxy include:

(a)

the right of physical attendance and audience at a General Meeting;

(b)

the ability at such a General Meeting to demand a poll, or join others in demanding a poll and the proxy will be treated in the same manner as if the Member himself had demanded the poll; and

(c)

unless the Proxy Notice specifically specifies otherwise, the right to vote at a physical General Meeting in any way that the proxy deems appropriate.

23. Representatives of companies and other registered
societies

23.1

A Member that is either a corporate body or another registered society may by resolution of its directors or committee members authorise any person to act as its representative at any General Meeting. Any such resolution must be signed by the secretary and two directors or two committee members and be delivered to the Secretary at least 24 hours prior to the General Meeting at which the representative is due to attend on behalf of the corporate body or registered society.

23.2

Such an appointment under Rule 23.1 will continue until a subsequent signed resolution appointing another person as representative of the corporate body or registered society is delivered to the Secretary.

23.3

The representative is competent to act throughout his/her period of representation and is entitled to act as if he/she were the Member.

23.4

Any vote cast by a representative or a demand for a poll is to be treated as valid even if, for any reason, he/she is no longer authorised to represent the corporate body or registered society. However, this will not apply if an appropriate notice has been delivered to the Secretary prior to the General Meeting or poll that is to take place.

24. Standing orders and regulations

24.1

The Mutual in General Meeting or by referendum may from time to time make, adopt and amend such regulations in the form of byelaws, standing orders, secondary rules, or otherwise as it may think fit for the management, conduct and regulation of the proceedings and affairs of the General Meeting or the Board respectively (including in relation to the Board and any committees thereof), provided that such regulations are subject to these Rules which shall prevail where there is any inconsistency or conflict. All Members and the Board shall be bound by such regulations whether or not they have received a copy of them.

25. Referendums

25.1

The Board has the discretion to place any Project, issue or decision that would be normally dealt with elsewhere under these Rules to the Members in the form of a referendum.

25.2

Any referendum under this Rule will be carried out in accordance with the Referendum Procedure as published by the Board. Where a referendum is to be used the Board will provide the Members with adequate details of the Project, issue or decision and a recommendation to Members. The Board shall send and/or publish notice of the Referendum under the Referendum Procedure to all Members.

25.3

A decision made by Members on a Referendum will require a two-thirds majority of Members voting in person or by proxy under the Referendum Procedure unless the Referendum is for one of the issues as set out in Rules 46 and 47 which specifically requires a three-quarters majority.

26. Board constitution

26.1

Upon registration of the Mutual the Board will be comprised of the eight Founder Members and, subject to Rule 29.3, each Founder Member will remain a Board Member for an Initial Term from the date of registration of the Mutual until the AGM which falls after the fifth anniversary of the Mutual when three of the Founder Members (Mike Hall, Claire Davidson and William Day) shall retire by rotation. The remaining five Founder Members will retire by rotation at the immediately following AGM.

26.2

The Board is to have not less than 4 and not more than 14 Directors. With the exception of the appointment provided for in Rule 26.1, all Board Members will be elected to the Board by the Members or appointed by the Board in accordance with the provisions as set out in these Rules.

26.3

Subject to the provisions of this Rule 26, the Board and the Membership will seek to achieve an equal split between those Board Members with executive responsibility and those without executive responsibility provided that a failure to achieve such a split shall not constitute a breach of these Rules.

26.4

The Board has the power to and shall appoint a Non-Executive Director as Chairperson to chair the meetings of the Board and General Meetings.

26.5

The Board has the power to appoint any Executive Director to the Board in accordance with the Board Membership Policy. Any individual appointed to the Board under this sub-Rule will submit their appointment for the approval of the Members by simple majority at the AGM next following the date of their appointment pursuant to this sub-Rule.

26.6

During the period of three years from the date of registration of the Mutual the Board shall have the power to appoint any Non-Executive Directors to the Board in accordance with the Board Membership Policy. Any individual so appointed to the Board under this sub-Rule will submit themselves for re-election at the AGM next following the expiry of a period of three years from the date of registration of the Mutual.

27. Appointment to the board

27.1

Subject to the provision of Rule 27.4 (h) within a reasonable period of time preceding the AGM referred to in Rule 26.6 the Secretary will commence the process for appointing or electing Board Members to replace those who are due to retire or due for re-election or fill any of the remaining vacancies permitted under Rule 26 with Members elected in accordance with the Board Membership Policy.

27.2

With the exception of: the Initial Term to be served by the Founder Members; the term of office to be served by any Executive Director appointed pursuant to Rule 26.5; and the term of office to be served by any Non-Executive Directors appointed pursuant to Rule 26.6, the term of office for all Directors will commence at the AGM at which the Director has been appointed and will continue for a period of approximately three years terminating on the date of the third AGM from the one at which the Director was appointed.

27.3

Upon the expiry of a Director's term of office the relevant Director will retire by rotation but if he/she so chooses is entitled to stand for re-election to the Board in accordance with the election procedure from time to time.

27.4

From the AGM referred to at Rule 26.6 and at each subsequent AGM, where appropriate, thereafter the following process for the retirement by rotation or election of Directors will commence:

(a)

at the AGM provided for in Rule 26.6 the Non-Executive Directors appointed pursuant to that Rule will retire by rotation. Nothing shall preclude such a retiring Director from standing for re-election as a Board Member;

(b)

subject to satisfying the qualification criteria set out at Rule 28.1, a Member will be eligible to stand for election to the Board, if the Board determines there are any such vacant positions, at the AGM referred to in Rule 26.6 or any AGM thereafter;

(c)

at the two subsequent AGMs that follow the fifth anniversary of the registration of the Mutual each Founder Member will retire as a Board Member by rotation in accordance with the provisions of Rule 26.1. Nothing shall preclude such a retiring Director from standing for re-election as a Board Member;

(d)

at each AGM after the one referred to in Rule 26.6, save as in the case of the Founder Members, all Directors who have held office for three years shall retire. Nothing shall preclude such a retiring Director from standing for re-election;

(e)

under Rule 27.1 the Secretary will seek nominations from the Members to replace any Director who is retiring by rotation, any Director who has resigned during the period since the last AGM and who has not been replaced by the Board pursuant to Rule 26.5, any Director who has been removed as a Director pursuant to Rule 29 and any other vacancies at least ten weeks before the AGM;

(f)

subject to the provision of Rule 27.4 (h) in circumstances where there are more nominations than positions to be elected an election will take place in accordance with the Board Membership Policy;

(g)

subject to the provisions set out above the term of service of a Director appointed under Rule 27 shall be three years; and

(h)

any Member of the Board appointed under the provisions of Rule 26.5 shall have their appointment placed before the Members for approval. In the event of such approval not being forthcoming then the Director shall forthwith vacate his/her office.

27.5

Before a Member can formally be appointed to the Board they must agree to: attend all relevant training if required as set out under Rule 31; and sign a Director's service contract, or letter of appointment in the case of Non-Executive Directors, setting out the terms of their appointment to the Board.

27.6

The Board must, within three months of the registration of the Mutual settle, resolve upon and publish the Board Membership Policy.

28. Director's qualifications

28.1

Only Members are eligible to be elected to the Board and will only be eligible in circumstances where the Member:

(a)

is over 18 years of age; and

(b)

has been a fully paid up Member for two years.

28.2

No Member may be appointed to the Board if the Board considers that at the time the application is made the applicant Member:

(a)

has brought the Mutual into disrepute through their conduct or behaviour;

(b)

is the spouse, co-habitee, or close relative of a current Board Member or other candidate for election or appointment to the Board;

(c)

is currently bankrupt;

(d)

is subject to a disqualification under the Company Directors Disqualification Act 1986;

(e)

is incapable through disability or disorder of mind of managing his/her own affairs;

(f)

has broken the procedural rules set out by the Board to govern elections;

(g)

is not willing to be bound by these Rules, the Terms of use, Privacy policy and any other Governing Documentation of the Mutual; and

(h)

has been previously dismissed with cause from employment with the Mutual;

(i)

is prevented, or is likely to be prevented, as a result of any other obligations or interests whatsoever from fully discharging his/her duties and responsibilities to the Mutual and the Membership.

29. Removal of a board member

29.1

With the exception of the Founder Members during their Initial Term, a Director may be removed from office at any time by a three-fourths majority vote of Members entitled to vote and actually voting in person or by proxy at a General Meeting or in accordance with the procedure set out in Rule 29.4.

29.2

From the date upon which the Mutual receives a request for requisition from Members of a General Meeting for the purpose of considering a resolution under Rule 29.1 the Mutual will have the right to suspend the Director from his/her duties by a resolution of the Board, if in their opinion he has been guilty of conduct which is, or may, if substantiated be detrimental to the interests of the Mutual or he is thought unfit to carry out his/her duties for any other reason.

29.3

A Director may be removed from office in accordance with the procedure set out in Rule 29.4 if:

(a)

he/she fails to disclose a material interest as set out in Rule 30.1;

(b)

through his/her actions and conduct he/she has brought the Mutual into disrepute;

(c)

he/she materially breaches these Rules, the Terms of use, Privacy policy, Codes of Best Practice or any other byelaws/policies as established by the Mutual;

(d)

he/she fails to attend to the satisfaction of the Board the relevant personal training and development throughout his/her term of office as may be prescribed by the Board under Rule 31;

(e)

he/she ceases to be a Member;

(f)

he/she becomes incapable through disorder or disability of mind to manage his/her own affairs;

(g)

he/she becomes bankrupt or makes any arrangement or composition with his/her creditors generally;

(h)

he/she becomes disqualified to serve as a company Director under the Company Directors Disqualification Act 1986;

(i)

he/she fails to attend four consecutive Board Meetings other than due to commitments of the Mutual or other commitments notified to the Board in reasonable time and to the Board's satisfaction or due to incapacity beyond his/her control as determined by the Board; or

(j)

he/she resigns from office.

29.4

In order to remove a Director under Rule 29.3 a three quarters majority of the remaining Directors is required.

29.5

Prior to exercising its rights under Rule 29.4, the Board must conduct an investigation into the circumstances which it is alleged might justify the dismissal and, in making its decision take account of the conclusions reached by such investigation.

30. Disclosure of interests

30.1

A Director must avoid conflicts of interest and disclose an interest in any material contract in respect of which the Mutual has an interest.

30.2

The Board will prepare and publish byelaws detailing the Mutual's rules on disclosure of interests and conflicts of interest.

31. Directors' training

31.1

The Board has the discretion to require that each Director be required to undertake certain training each year.

31.2

The Board may at their discretion from time to time create and publish on the Website a Director's Training Policy outlining the training requirements for the Directors.

32. The Board's powers

32.1

The principle function of the Board is to ensure that the affairs of the Mutual are properly administered and are conducted in accordance with these Rules and to prudently supervise any delegated committee that is created under these Rules.

32.2

The Board's powers shall include:

(a)

the exercise of all of the Mutual's powers which are not expressly reserved by these Rules to be dealt with by the Members in General Meeting;

(b)

the right to delegate any of its powers to any committees as provided for in Rule 35. Similarly, any such delegation can be given without prejudice to the powers of the Board and the Board retains the power to alter or revoke any such delegation by a resolution of the Board;

(c)

the right to determine from time to time the transactions in relation to essential business operations that require the authorisation and approval of the whole Board;

(d)

the power to recruit and ultimately dismiss the Secretary and any employee of the Mutual; and

(e)

the right to exercise any other power as set out under these Rules that will be required to achieve the Objects, the Mission Statement and to maintain the day-to-day control of the Mutual.

33. Duties & responsibilities of the board

33.1

The Board will be responsible for the day-to-day operation of the Mutual and the conduct of its business. The Board shall have specific duties and responsibilities which shall include:

(a)

the development, approval and publishing of policies, objectives and strategies for the Mutual;

(b)

the creation and continual review of capital and revenue budgets where necessary;

(c)

the publication of statements of best practice in all areas as set out in these Rules including:

(i)

the Website's Terms of use;

(ii)

the Website's Privacy policy;

(iii)

Annual Subscriptions;

(iv)

the Board Membership Policy;

(v)

Disclosure of Director's Interests and Conflicts of Interest;

(vi)

Project policy;

(vii)

Director's Training Policy;

(viii)

Referendum Policy;

(ix)

a policy for the Expulsion of Members;

(x)

Members' Identity Verification Policy;

(xi)

Mutual's Recruitment Policy; and

(xii)

any other guidance as required under these Rules and other advice to Members on issues relating to any aspect of the business of the Mutual, and its governance;

(d)

the constant review of the affairs of the Mutual;

(e)

the encouragement of the promotion of the Mutual and the promotion of a good image for the Mutual at all times;

(f)

the requirement to effectively communicate with the Members;

(g)

to ensure that the management of the Mutual effectively represents the policies developed by the Board;

(h)

the development of systems of internal financial control and systems to protect against and discover fraud;

(i)

the development of and maintenance of systems to ensure compliance with the provisions of the Act and any other relevant legislation; and

(j)

the general monitoring of the governance of the Mutual.

34. Board meeting

34.1

The Board will meet together in order to despatch the business of the Mutual as often as it deems appropriate.

34.2

Subject to the Secretary convening any Board Meeting on reasonable notice the Board will regulate the conduct of their meetings, as they deem appropriate.

34.3

The Board cannot carry out any business at a meeting until a quorum is present and for the purpose of these Rules, the quorum will be the lower of three Directors or one half of the Directors appointed from time to time.

34.4

Unless otherwise stated in these Rules any issue that arises at a meeting of the Board shall be decided by a simple majority of votes and in the case of an equality of votes the Chairperson shall have a second or casting vote.

34.5

It is for the Board to decide, from time to time, whether Directors can participate in a meeting of the Board by telephone, video or computer link and whether such participation will constitute presence at the meeting. A written resolution signed by all the Directors will have the same effect as a resolution passed at a meeting of the Board and may consist of more than one document in the like form signed by one or more Directors.

34.6

All acts that are done through any meeting of the Board or committee of the Board or by any Director acting in pursuance of any authority duly given shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director, be as valid as if such Director had been duly appointed.

35. Committees

35.1

The Board has the discretion should it believe necessary to delegate any of its powers, functions and responsibilities of office to any committee of the Board to carry out the work on its behalf.

35.2

If the Board chooses to create a committee, the membership of the committee will be prescribed for by the Board in its discretion. The Board may also appoint a chairperson for the committee and lay out the governance procedure for any such committee.

35.3

The Board will provide a written statement setting out the scope and remit of each committee as created from time to time and will keep the remit of each committee under review.

35.4

Any committee will be required to submit regular and prompt reports to the Board.

35.5

The Board shall within 6 months of the registration of the Mutual create the following committees under these Rules:

(a)

an Audit Committee; and

(b)

a Remuneration Committee.

35.6

Any Board Member or committee member is entitled to receive the cost of their reasonable travel and out of pocket expenses that they incur on behalf of the Mutual, or in the conduct of its business, from the Mutual. The level of reasonable expenses will be determined by the Remuneration Committee.

35.7

The committees shall conform in all respects with the instructions given to them by the Board. The committees will so far as is possible be conducted and regulated as if they were proceedings of the Board.

36. Employment opportunities

36.1

The Board has the discretion to internally advertise any employment vacancies that arise from time to time with the Mutual and then offer any employment or volunteer opportunities to the Members and other Visitors to the Website, in accordance with the Mutual's Recruitment Policy.

37. Secretary's functions

37.1

The Board shall appoint a Secretary who will be responsible for the following:

(a)

acting as Secretary to the Board and any delegated committee;

(b)

summoning and attending all General Meetings and keeping minutes of those meetings;

(c)

maintaining the Register of Members as required under these Rules and keeping the Membership information accurate and up-to-date;

(d)

preparing, finalising, and sending all the necessary returns to the Financial Services Authority and any other statutory body which requires returns to be made to it; and

(e)

publishing where appropriate any communications to Members in relation to the ongoing affairs of the Mutual.

37.2

For the avoidance of doubt the Secretary can be a Member of the Board.

38. Alteration of the rules

38.1

Subject to the provisions of Rule 38.2 any alteration or deletion of an existing Rule or proposal of a new Rule will require a two-thirds majority of the Members entitled to vote and actually voting in person or by proxy at a General Meeting.

38.2

Notwithstanding the foregoing, any proposed alterations to or decisions upon (as the case maybe) the following will require a three-quarters majority of the Members entitled to vote and actually voting in person or by proxy at a General Meeting:

(a)

alteration of the Objects or the Mission Statement;

(b)

the alteration of this Rule;

(c)

the alteration of Rule 46; and

(d)

the alteration of Rule 47 and/or the alteration of the apportionment of Surplus Assets on the dissolution of the Mutual.

38.3

A proposal to amend these Rules can be proposed either by:

(a)

the Board; or

(b)

as a result of a request for requisition under Rule 18.

38.4

No amendment to these Rules will be valid until it has been registered with the Financial Services Authority.

39. Copies of rules

39.1

Upon the launch of the Website the Mutual will publish a copy of these Rules, the Terms of use and the Privacy policy on the Website.

39.2

Any other Governing Documentation that the Board deem appropriate in order to govern the Mutual will be published on the Website as and when it is created.

39.3

Where a non-Member requests a hard copy of the Rules the Mutual reserves the right to charge a payment to a level as permitted by the Act. The request for a hardcopy of the Rules must be made in a hardcopy letter to the Mutual which encloses a stamped addressed envelope for reply.

40. Dispute resolution

40.1

Any dispute that arises between on the one hand a:

(a)

Member;

(b)

former Member who has ceased to be a Member of the Mutual in the previous six months;

(c)

potential applicant for Membership;

(d)

Director; or

(e)

a former Director

and on the other hand the Mutual will in the first instance be referred to mediation.

40.2

Any mediation will be presided over by a representative appointed by the Centre for Effective Dispute Resolution (or similar independent organisation) upon the application of the Mutual. The costs of any such mediation will be borne as directed by the appointed mediator.

41. Accounts

41.1

It is the responsibility of the Board to maintain proper accounting records, which disclose with reasonable accuracy the financial status of the Mutual and allow the Board to prepare the necessary financial statements that are required under the Friendly and Industrial and Provident Societies Act 1968.

41.2

The Board is also obliged to establish and maintain a satisfactory system of control of its books, cash holdings, receipts and remittances and safeguard and protect the assets of the Mutual from fraud and other irregularities.

41.3

In respect of each year of account the Board shall where necessary in law:

(a)

cause to be prepared a revenue account or revenue accounts which singly or together deal with the affairs of the Mutual as a whole for that year and which give a true and fair view of the income and expenditure of the Mutual for that year; and

(b)

cause to be prepared a balance sheet giving a true and fair view as at the date thereof of the state of the affairs of the Mutual.

41.4

The Board shall have the power to prepare in addition a revenue account or revenue accounts for less than one year of account and a balance sheet at the end of the period covered by such revenue account or revenue accounts.

41.5

Every revenue account and balance sheet presented to the AGM shall be supplemented by a report of the Board on the state of the Mutual's affairs. This report should contain details of any compensation or severance payments to Directors for loss of office and should be signed by the Chairperson adopting the report.

41.6

Before any revenue account, balance sheet or interim account can be published it will need to be audited by the auditor and it incorporates a report by the auditor stating whether or not it gives a true and fair reflection of the income, expenditure, and of the state of affairs of the Mutual. Every revenue account and balance sheet published shall be signed by the secretary and by two Directors acting on behalf of the Board.

41.7

The auditor shall in accordance with section 9 of the Friendly and Industrial and Provident Society Act 1968 make a report to the Mutual on the accounts examined by them and on the revenue accounts or accounts and balance sheet of the Mutual for the financial year in question.

41.8

The Secretary shall send a copy of each revenue account and balance sheet made during the period included in any annual return to the Financial Services Authority together with the annual return and such copy shall incorporate the report made thereon by the auditor.

41.9

In preparation of the accounts as set out above, the Board shall ensure that the Mutual adopts and conforms strictly to the generally accepted accounting standards. If the Mutual does not conform, or there is any variation to the recommended accounting standards this must be clearly reported to the Members in the Board's annual report.

41.10

The Mutual will keep a copy of the last balance sheet and audited revenue accounts for the time being on display in a conspicuous place at the Registered Office.

42. Audit

42.1

The Mutual shall, in accordance with the provisions of the Friendly and Industrial and Provident Societies Act 1968 or where the Membership requires, appoint in each year a qualified auditor or auditors (qualified under the Friendly and Industrial and Provident Societies Act 1968), to audit the Mutual's accounts and balance sheet for that year.

42.2

The appointed auditor must be independent and the following classes of people are not permitted to become the appointed auditor of the Mutual:

(a)

a Director;

(b)

an employee of the Mutual; or

(c)

a person who is a partner or close relative of those set out in Rules 42.2 (a) and (b).

42.3

The appointed auditor or auditors are entitled to all such rights and duties in relation to notice of and attendance at all General Meetings and also have the right to be heard at any meeting which they attend on any business of the meeting which concerns them in their position as the appointed auditors. The appointed auditor or auditors shall also be granted all such rights in relation to access to the books, deeds and documents, the supply of information, reporting on accounts and otherwise as provided by the Friendly and Industrial and Provident Societies Act 1968. The appointed auditor or auditors will also be entitled to require from the Directors such information and explanations as they think necessary for the performance of their duties.

42.4

Save for Rule 42.5 every appointment of an auditor shall be made by a resolution at a General Meeting.

42.5

The Board has the power to appoint auditors in the following circumstances:

(a)

in the first three months post registration of the Mutual; and

(b)

to fill any casual vacancies which occur between the General Meeting.

42.6

An auditor appointed to audit the accounts and balance sheet of the Mutual for the preceding year of account (whether at a General Meeting or by way of appointment by the Board) shall be re-appointed as auditor of the Mutual for the current year of account (whether or not any resolutions expressly reappointing them have been passed) unless:

(a)

a resolution has been passed at General Meeting appointing somebody in their place or providing expressly that they shall not be re-appointed; or

(b)

they have given to the Mutual notice in writing of their unwillingness to be re-appointed; or

(c)

they are not permitted by these Rules to be the auditor; or

(d)

they have ceased to act as auditor due to reason of incapacity.

42.7

If, on receipt by the Mutual of a request for requisition under Rule 18 setting out the intention to move the resolution under Rule 42.6 (a), the Mutual shall:

(a)

send a copy of the request for requisition to the retiring auditor; and

(b)

follow the due procedure set out in Rule 18.

42.8

If the retiring auditor makes any representations in writing, or in any other form acceptable to the Board, to the Mutual in respect of this request for requisition notice or notifies the Mutual that they intend to make such representations, the Mutual shall notify the Members in accordance with section 6 of the Friendly and Industrial and Provident Society Act 1968.

43. Annual return

43.1

The Mutual will make an annual return in the prescribed form to the Financial Services Authority or any other authority governing Industrial & Provident Societies as provided for by the Act within seven months of the end of the period to be covered by the return.

43.2

The return will be supplemented with a copy of the report on the Mutual's financial statements for the period included in the return and a copy of each revenue account and balance sheet made during that period and of any report of the auditor on that balance sheet.

43.3

The Mutual will also make available copies of the annual returns and any supporting documentation both on the Website and to any Member who requests such documentation without charge.

44. Inspection of books

44.1

It is the right of any Member or person having an interest in the funds and resources of the Mutual to inspect:

(a)

information regarding their individual account with the Mutual;

(b)

the details of the Directors; and

(c)

the names and addresses of all of the Members.

44.2

It is not possible for Members to access the individual account details of another Member to establish how the latter has transacted or donated with the Mutual over and above the annual subscription fee.

44.3

For the avoidance of doubt no Member shall have any right to use the data of any other Member for any purpose other than the business of the Mutual.

44.4

As permitted by, and subject to the provisions of, section 47 of the Act the Financial Services Authority has the power, (if they deem appropriate) on receipt of an application submitted by ten Members, each of whom have been a Member for at least one year immediately preceding the date of the application, to appoint an accountant or actuary to inspect the books of the Mutual and to report thereon.

45. Appointment of inspectors by order of the financial
services authority

45.1

As permitted by, and subject to the provisions of, section 49 of the Act the Financial Services Authority, (if they deem appropriate) on receipt of an application submitted by either one-tenth of the membership or where the number of members exceeds one thousand submitted by one hundred of those members, may:

(a)

appoint an inspector or inspectors to examine into and report on the affairs of the Mutual; or

(b)

call a special meeting of the Mutual.

45.2

An application made under section 49 of the Act must be accompanied by sufficient evidence demonstrating that the applicants have good reasons for requiring such inspections and that they are acting in good faith and are not acting simply as a result of malicious motives.

45.3

Once any such application has been made under Rule 45.1 and the report published on the Website, it will not be possible for any group of Members to bring another such application in the twelve months following the date of the application to the Financial Service Authority.

46. Transformation and amalgamation of the mutual

46.1

The Mutual may transform itself, when solvent, by passing the necessary resolutions as set out below and provided for under the Act. In order for the Mutual to enter into:

(a)

an amalgamation with, or transfer its engagements to or receive engagements from another registered society, there must be a special majority of two thirds of those Members entitled to vote and actually voting in person or by proxy at a General Meeting;

(b)

an amalgamation with, or transfer its engagements to or receive engagements from any other international society or organisation that will further achieve the Objects and the Mission Statement; there must be a special majority of three fourths of those Members entitled to vote and actually voting in person or by proxy at a General Meeting;

(c)

an amalgamation with, or transfer its engagements to or receive engagements from a company registered under the Companies Acts, there must be a special majority of three fourths of those Members entitled to vote and actually voting in person or by proxy at a General Meeting; and

(d)

a conversion into a limited company under the Companies Acts there must be a special majority of three fourths of those Members entitled to vote and actually voting in person or by proxy at a General Meeting.

46.2

Following the passing of a resolution under Rule 46.1 and as prescribed for under the Act; any such resolution would then need to be re-confirmed by a simple majority of Members entitled to vote at a subsequent General Meeting. Notice of this subsequent General Meeting must be given and the General Meeting must be held not less than fourteen days and not more than one month after the original General Meeting.

47. Dissolution

47.1

The Mutual may dissolve itself, when solvent, at any time providing the consent of not less than three-quarters of the Members, who sign an instrument of dissolution, is obtained. The instrument of dissolution must contain all of the information required by and be in the form prescribed by the Act.

47.2

The Mutual may also be dissolved by any other form of winding up as provided for by the Act.

47.3

Upon dissolution or winding up of the Mutual the assets of the Mutual must be used in the first instance to satisfy all its debts and its liabilities.

47.4

If, after all payments due Rule 47.3 have been satisfied or satisfactorily provided for, there remains any Surplus Assets the remainder of such Surplus Assets shall be apportioned as follows:

(a)

an amount equal to fifty per cent. of the value of the Surplus Assets to be paid (i.e. donated) to the Charitable Foundation as set up by the Board (details of which will be published on the Website); and

(b)

the remaining fifty per cent. of the Surplus Assets to be split between the Members at the time of dissolution on a basis to be determined by the Board and approved by simple majority of Members in General Meeting provided that such basis shall take account of the length of time a person has been a Member and the amount that a Member has donated to the Mutual over and above the annual subscription as prescribed at Rule 10.

48. Indemnity

48.1

The Directors will be indemnified out of the funds of the Mutual against: all actions, claims, costs, losses, demands and expenses, and any personal liability whatsoever whether civil or criminal arising out of or in connection with the exercise or purported exercise of his/her duties as a Director but excluding liability incurred under Section 62 of the Industrial & Provident Societies Act 1965 or for wilful default, fraud or dishonesty and provided that any Director who has given security under section 41 of the Industrial & Provident Societies Act 1965 shall not be indemnified for and to the extent of any sum of money due under such security.

48.2

No person shall be indemnified against costs or expenses recovered from them by order of the Financial Services Authority. For the purpose of this Rule any reference to a section of the Act includes reference to any legislation replacing or amending it.

48.3

The provisions set out at Rules 48.1 and 48.2 are separate and without prejudice to any indemnity which a Director may be entitled to at common law or otherwise.

48.4

Notwithstanding the foregoing, due to the nature of the Mutual by which the Members have the power through voting mechanisms and these Rules to exercise a degree of control over the activities and constitution of the Mutual, the Board and the officers, employees and agents of the Mutual shall not be liable to any Member for any failure to achieve the Objects or to comply with Rule 16 or 17, or the Project policy, unless such failure is due to their wilful default, fraud or dishonesty.

49. Insurance

49.1

The Board is authorised on behalf of the Mutual to purchase, monitor and maintain insurance for the purpose of:

(a)

indemnifying the Directors for the time being of the Mutual against any liability which by virtue of any rule of law would otherwise be attached to them individually or collectively in respect of negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Mutual; and

(b)

indemnifying the Mutual itself as reimbursement for indemnity actually and lawfully provided to its Directors pursuant to the first paragraph of this rule.

About

Who we are
How we work
Donate
Tour
FAQs

Legal

Terms of use
Privacy policy
Rules
Project policy
More...

Contact

Contact us
Report bug

$3020
Fund

62
Members

00
Pitches

01
Ideas

AZUDOO Limited © 2009 - AZUDOO is a registered trademark.
AZUDOO Limited is a Mutual Society registered in England with the Financial Services Authority.
Registered office: Colechurch House, 1 London Bridge Walk, London SE1 2SX.
Registered number: 30368 R.
VAT No: 923 5133 46.

Legal

1. Name and definitions

2. Registered office

3. Mission statement

4. Objects

5. Powers

6. Register of members

7. Membership

8. Admission to membership

9. Certificate of membership

10. Subscriptions

11. Removal of members

12. Expulsion of members

13. Investment and borrowing

14. Application of profits

15. Codes of best practice

16. Projects and voting process

17. Project Criteria

18. General meetings

19. Proceedings at general meetings

20. Member's questions at general meetings

21. Voting procedures

22. Proxies

23. Representatives of companies and other registered societies

24. Standing orders and regulations

25. Referendums

26. Board constitution

27. Appointment to the board

28. Director's qualifications

29. Removal of a board member

30. Disclosure of interests

31. Directors' training

32. The Board's powers

33. Duties & responsibilities of the board

34. Board meeting

35. Committees

36. Employment opportunities

37. Secretary's functions

38. Alteration of the rules

39. Copies of rules

40. Dispute resolution

41. Accounts

42. Audit

43. Annual return

44. Inspection of books

45. Appointment of inspectors by order of the financial services authority

46. Transformation and amalgamation of the mutual

47. Dissolution

48. Indemnity

49. Insurance

23. Representatives of companies and other registered
societies

45. Appointment of inspectors by order of the financial
services authority