Rules Governing Borrowing and Board Members Election for a Housing Association, Study notes of Business

Download Rules Governing Borrowing and Board Members Election for a Housing Association and more Study notes Business in PDF only on Docsity! RULES of the NORTHERN IRELAND CO-OWNERSHIP HOUSING ASSOCIATION LIMITED Registered under the Industrial and Provident Societies Acts (Northern Ireland) 1969 and 1976 IP 200 All Previous Rules Rescinded June 2010 2 NAME, OBJECTS AND REGISTERED OFFICE 1. The name of the Society shall be Northern Ireland Co-Ownership Housing Association Limited (hereinafter called “the Association”). 2. The objects of the Association shall be: a) To promote and sustain the concept of Co-Ownership; b) To assist in the regeneration, rebuilding and revitalising of neighbourhoods and sustainable communities; c) To carry on or assist others in carrying on for the benefit of the community the business of providing affordable social housing and any associated amenities for persons in need thereof upon terms appropriate to their means; d) To provide for aged persons in need thereof housing and any associated amenities specially designed or adapted to meet the disabilities and requirements of such persons; e) To provide or assist others in providing advice and educational services for the benefit of the community which promote affordable social housing and any associated amenities for persons in need. 3. The Association shall have power to do all things necessary or expedient for the fulfilment of its objects. 4. The Association shall not trade for profit. 5. The registered office of the Association shall be at Murray House, Murray Street, Belfast BT1 6DN. MEMBERSHIP 6. The members of the Association shall be the persons whose names are entered into the register of members. The Board may in its absolute discretion admit to membership any individual persons. The Board shall set review and publish its policies and objectives for admitting new shareholders. The Board shall only admit new shareholders in accordance with the provisions of the rules. 7. Every member shall hold only one share in the Association. 8. An applicant for a share shall apply in writing to the Association’s registered office, setting out their reasons for applying and their qualifications in accordance with the Association’s policies and paying the sum of one pound (which shall be returned to them if the application is not approved). 5 subscription for loan, stock or bonds and such Hedging Agreement are considered together will not exceed, in the opinion of the Board (or any duly authorised Sub-Committee established under these Rules) the market rate of interest for borrowings of similar amount and on similar terms prevailing at that time d) The Association shall not receive any money on deposit. e) Subject to the preceding clauses of this rule the Board shall have power to determine from time to time the terms and conditions upon which money is borrowed or loan stock is issued and to vary such terms and conditions. 16. The Association may receive from any person, whether a member or not, donations towards the work of the Association. GENERAL MEETINGS 17. The Association shall, within three calendar months after the close of each financial year of the Association, hold a general meeting which shall be called the annual general meeting. 18. The functions of the annual general meeting shall be – a) to receive the account, balance sheet and reports mentioned in Rule 55; b) to appoint the auditor; c) to elect the Board members; d) to transact any other general business of the Association included in the notice convening the meeting; e) to fix the remuneration (if any) of the Chairman and Board members. 19. All general meetings other than annual general meetings shall be called special general meetings and shall be convened either upon an order of the Board or upon a written requisition signed by no less than one tenth of the members stating the purpose for which the meeting is to be convened. If within fourteen days after the delivery of the requisition to the Association a meeting is not convened, the members who have signed the requisition may convene a meeting in the manner provided for in Rule 20. A special general meeting shall not transact any business other than that mentioned in the notice convening the meeting. 20. a) A general meeting shall be convened by at least fourteen clear days’ notice in writing posted, emailed or delivered to every member at his address recorded in the books of the Association, specifying whether the meeting is an annual or special general meeting, stating the time and date and place of the thereof, and the general 6 nature of the business for which it is convened. The accidental omission to send any notice to, or the non-receipt of any notice by, any member shall not invalidate the proceedings of that general meeting. b) A notice or communication sent by post to a member at his registered address shall be deemed to have been duly served forty-eight hours after being posted. A notice or communication sent by email to the correct email address of the member (with correct answerback and acknowledgement requested) shall be deemed to have been duly served twenty-four hours after being posted. PROCEEDINGS AT GENERAL MEETINGS 21. a) No business shall be transacted at any general meeting of the Association unless a quorum of members is present at the time the meeting proceeds to business. Six members or, if the number of members at any time exceeds seventy members, not less than one tenth thereof shall form a quorum. b) If no quorum is present within half an hour of the time appointed for the meeting, the meeting, if convened on a requisition of the members, shall be dissolved, but in any other case shall stand adjourned to the same day in the next week at the same time and place. If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the member present shall be a quorum. 22. a) The Chairman of the meeting may with the consent of a majority of the members present adjourn any meeting, but no business shall be transacted at any adjourned meeting other than the business not reached or left unfinished at the meeting from which the adjournment took place. b) Every adjourned meeting shall be deemed a continuation of the original meeting and any resolution passed at an adjourned meeting shall for all purposes be treated as having been passed on the date on which it was in fact passed and shall not be deemed to have been passed on any earlier date. It shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 23. At all general meetings of the Association the Chairman of the Board shall preside as Chairman or, if there is no such Chairman or if he is not present or if he is unwilling to act, the members present shall elect a member (who shall be a member of the Board if any such person is present and willing to act) to be the Chairman of the meeting. 24. Subject to the provisions of these Rules or of any Act of Parliament, a resolution put to the vote at a general meeting shall, except where a poll is demanded or directed, be decided upon a show of hands. 25. On a show of hands every member present in person shall have one vote and on a poll every member present in person or by proxy shall have one vote. In the case of an equality of votes on a show of hands or on a poll the Chairman of the meeting shall have a second or casting vote. 7 26. Unless a poll be demanded, a declaration by the Chairman that a resolution on a show of hands has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry made to that effect in the book containing the minutes of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of, or against, such resolution. 27. a) A poll may be demanded either before or immediately after a vote by show of hands, by not less than one tenth of the members present at the meeting (in person or by proxy) or may be directed by the Chairman. A demand for a poll may be withdrawn. b) If a poll be demanded or directed it shall be taken at such time and in such manner as the Chairman shall direct. The result of such a poll shall be deemed to be the resolution of the Association in general meeting. 28. Proxies shall not vote, except on a poll. A form of instrument for guidance is set out in the Appendix. The instrument appointing a proxy must be delivered to the Chairman at the registered office of the Association prior to the commencement of the meeting at which the person named in such instrument is authorised to vote. Any question as to the validity of a proxy shall be determined by the Chairman of the meeting whose decision shall be final. A proxy need not be a member of the Association. A proxy must be at least eighteen years of age. 29. Any question as to the acceptability of any vote whether tendered personally or by proxy shall be determined by the Chairman of the meeting whose decision shall be final. BOARD OF MANAGEMENT 30. a) The Association shall have a Board of Management (in these Rules referred to as “the Board”) which shall manage the business of the Association. The Board shall set review and publish its policies and objectives for Board composition, recruitment and renewal. b) The Board shall consist of seven Board members, or if so determined as hereinafter mentioned, of such greater number not exceeding fifteen as may before the first annual general meeting be determined by the first Board and then from time to time by the Association in general meeting. c) Board members shall enter into a service agreement and shall observe the terms of same. 10 Any Board member who is interested personally as a member of a firm, director of a company or officer of a bank or building society or in any other way whatsoever in any contract, arrangement or other transaction about to be discussed by the Board shall disclose his interest and not vote upon the matter under discussion, nor (unless requested so to do by other members of the Board) remain during its discussion of such matter and if by inadvertence he does so remain and vote, his vote shall not be counted. Any Board member so interested shall not be accountable for any profit he may receive from such transaction, but he shall vacate his office either for a period or permanently if requested so to do by the remaining members of the Board, at a special meeting thereof convened to consider such request. Any act done in good faith by a Board member whose office is vacated as aforesaid shall be valid unless prior to the doing of such act written notice has been served upon the Board and an entry has been made in the Board’s minute book stating that such Board member has ceased to be a member of the Board. PROCEEDINGS OF THE BOARD OF MANAGEMENT 37. The Board shall meet at least three times in every calendar year at such times and places as it deems fit and five clear days’ notice of the date and place of such meetings shall be given in writing by the Secretary to all Board members and persons co-opted to the Board. (a) The quorum for Board meetings shall be the lesser of five or 50% of Board members; (b) The quorum for Sub-Committee meetings shall be three Board Members or such other number as the Board may from time to time determine. 38. Notwithstanding any vacancies on the Board, the remaining Board members may continue to act. If at any time the number of Board members falls below the number necessary for a quorum the remaining Board members may act as the Board for a maximum period of six months, but if at the end of that period the Board has not appointed Board members to make the number up to that necessary for a quorum, the only power which the Board may thereafter exercise shall be the convening of a general meeting of the Association which may appoint such a number of Board members as is required to bring the number of members of the Board to the number required to comply with Rule 30 b). 39. a) The Board shall, at its first meeting after the registration of the Association and subsequently after each annual general meeting elect a Chairman from its own number to hold office until his successor is elected at the next annual general meeting. He shall be the Chairman of the Association, and shall be removable from the office of Chairman only by a vote of at least two-thirds of the members of the Board present at a special meeting called for that purpose at which meeting he shall not act as Chairman. If at any meeting of the Board the Chairman is absent the Vice Chairman shall be Chairman of the meeting. If the Vice Chairman is also absent the members of the Board present shall elect one of their number to be Chairman of the meeting. 11 b) The Chairman of the Association shall be an ex officio non-voting member of all sub- committees. c) In case of an equality of votes at any meeting of the Board or a sub-committee, the Chairman of the meeting shall have a second or casting vote. 40. Meetings of the Board may be called either by the Secretary, or by a notice in writing given to the Secretary by the Chairman of the Board, or by two Board members, specifying the business to be transacted thereat. The Secretary shall communicate every such notice to all Board members and persons co-opted to the Board as soon as possible after the receipt thereof, and the meeting shall be held not earlier than five clear days and not later than twenty clear days after the receipt by the Secretary of such notice. Should the Secretary fail to convene the special meeting as provided above, the Chairman of the Board, or two Board members who have given the notice in writing may call the meeting. No other business shall be done at the meeting than business named in the notice. POWERS OF THE BOARD OF MANAGEMENT 41. The business of the Association shall be conducted by the Board which may exercise all such powers as may be exercised by the Association, and are not by these Rules or by statute required to be exercised by the Association in general meeting, subject nevertheless to the provisions of these Rules and any regulations not inconsistent with these Rules made from time to time by the Association in general meeting. Any person acting in good faith and without prior notice shall not be concerned to see or inquire whether the powers of the Board shall have been restricted by any regulations so made. The Board shall in all things act for and in the name of the Association. 42. Without prejudice to the general powers conferred on the Board by these Rules it is hereby expressly declared that the Board may exercise the following powers: a) to purchase, sell, build upon, lease, mortgage or exchange any property or land, to enter into any floating charge of the whole or any part of the undertaking property and assets of the Association both present and future; b) in pursuance of the objects of Association to enter into contracts of any kind and settle the terms thereof; c) to compromise, settle, conduct, enforce or resist either in a court of law or by arbitration any suit, debt, liability or claim by or against the Association; d) to determine from time to time the terms and conditions upon which the property of the Association is to be let, and to make, revoke, and alter and at all times enforce as it thinks fit such terms and conditions; e) to appoint and remove all solicitors, architects, surveyors and employees of every description; 12 f) to pay all such expenses, including travelling expenses, as are properly incurred by any Board member or person co-opted to the Board or a sub- committee in the execution of his duties; g) to affiliate the Association to the Northern Ireland Federation of Housing Associations or other such other bodies with similar objectives as may arise and to pay an appropriate fee thereto; h) to promote any company or companies as a subsidiary or associated company for the purposes of giving effect to the objects of the Association. 43. The Board may from time to time set out in the form of Service Agreement the obligations of Board members and co-opted members to the Association. The Board shall review and may amend the obligations set out in the Service Agreement from time to time. No Board member or co-opted member may act as such until they have signed and delivered to the Board the Service Agreement. Any Board member or co-opted member who has not signed a Service Agreement without good cause within one month of election or appointment shall immediately cease to be a Board member or co-opted member. 44. The Board may delegate any of its powers to sub-committees consisting of such Board members and other persons as it thinks fit which shall in the function entrusted to them conform to the instructions given to them by the Board, and any such sub-committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as they are applicable and insofar as they are not superseded by any regulations which may be imposed on it by the Board. Not more than two persons other than Board members shall serve on any sub-committee. 45. All acts done in good faith by any meetings of the Board or any sub-committee shall, notwithstanding that it shall be afterwards discovered that there was any defect in the appointment of any Board member or Board members or that any one or more of them were disqualified, be as valid as if every Board member had been duly appointed and was duly qualified to serve. 46. A resolution in writing signed by all Board members or by all the members of a sub- committee shall be as valid and effectual as if it had been passed at a meeting of the Board or sub-committee duly called and constituted. OFFICERS 47. a) The Association shall have a Secretary and such other officers as the Board may from time to time determine who shall be appointed and may be removed by the Board and who shall receive such remuneration (if any) as the Board shall determine; b) The Secretary and the other officers, if any, aforementioned shall act under the superintendence, control and direction of the Board, and without prejudice thereto the Secretary shall in particular: 15 iii) he is not a qualified auditor or is a person mentioned in paragraph b) of this Rule; or iv) he has ceased to act as auditor of the Association by reason of incapacity. Provided that a retiring auditor shall not be automatically re-appointed if notice of an intended resolution to appoint another person in his place has been given in accordance with paragraph f) of this Rule, and the resolution cannot be proceeded with because of the death or incapacity of that other person or because the other person is not a qualified auditor or is a person mentioned in paragraph b) of this Rule. f) A resolution at a general meeting of the Association i) appointing another person as auditor in place of a retiring auditor; or ii) providing expressly that a retiring auditor shall not be re-appointed shall not be effective unless notice of the intention to move it has been given to the Association not less than twenty-eight days before the meeting at which it is to be moved. On receipt by the Association of notice of such an intended resolution the Association shall forthwith send a copy of the notice to the retiring auditor. If it is practicable to do so the Association shall give notice to its members of the intended resolution at the same time and in the same manner as it gives notice in accordance with these Rules of the meeting at which the resolution is to be moved or, if that is not practicable, by advertisement not less than fourteen days before the said meeting in a newspaper circulating in the area in which the Association conducts its business. Where the retiring auditor makes any representations in writing to the Association with respect to the intended resolution or notifies the Association that he intends to make such representations, the Association shall notify members accordingly as required by section 40 of the Act. 54. The auditor shall in accordance with section 43 of the Act make a report to the Association on the accounts examined by him and on the revenue account or accounts and the balance sheet of the Association for the year of account in respect of which he is appointed. 55. The Board shall lay a revenue account and balance sheet duly audited and signed by the auditor and incorporating the report of the auditor thereon before each annual general meeting, accompanied by a report by the Board on the position of the affairs of the Association signed by the Chairman of the Board meeting at which the report is adopted. The account shall be made up to 31st March, being the date which has been determined as the end of the financial year. 16 DISPUTES 56. a) Every dispute between a member or any person aggrieved who has not for more than six months ceased to be a member, or any person claiming through such member or person aggrieved or claiming under the Rules of the Association and the Association or an officer thereof, shall be submitted to an arbitrator appointed by the National Housing Federation and his decision shall be binding and conclusive on all parties without appeal, and shall not be removable into any court of law or restrainable by injunction, and application for the enforcement thereof may be made by the Association to the County Court. b) The costs of arbitration shall be borne as the arbitrator directs, and the complaining party shall before the arbitration deposit with the Association such reasonable sum as the Association may from time to time determine to abide the decision reached by the arbitrator. MINUTES, SEAL, REGISTERS AND BOOKS 57. Minutes of every general meeting and of every meeting of the Board or sub-committee shall be kept and such minutes shall be read at the next of such meetings respectively and signed by the Chairman of the meeting at which they are so read. All minutes so signed shall be conclusive evidence of any fact stated therein. If no subsequent meeting is planned the minutes of the last meeting shall be ratified by means of a resolution to that effect signed by all members present at the said meeting. 58. The Association shall have a seal which shall be kept in the custody of the Secretary and shall be used only under the authority of a resolution of the Board, and the affixing of the seal shall be attested by the signature of any two persons being: • two members of the Board; or • one member of the Board and one officer of the Association who have been so authorised to countersign by the Board; or • two officers of the Association who have been so authorised to sign by the Board. 59. The Association shall keep at its registered office – a) A register of members in which the Secretary shall enter the following particulars – i) the names and addresses of members; ii) a statement of the share held by each member and the amount paid therefor; iii) a statement of other property in the Association whether in loans or loans stock, held by each member; 17 iv) the date at which each person was entered in the register as a member, and the date at which any person ceased to be a member; v) the names and addresses of the officers of the Association with the offices held by them respectively and the dates on which they assumed office. b) a duplicate register of members in which the Secretary shall enter all the particulars in the original register of members other than those mentioned in paragraph a) ii) and iii) of this Rule. The inclusion or omission of the name of any person from the original register of members shall, in the absence of evidence to the contrary, be conclusive that such person is or is not a member of the Association. c) a register of the holders of loan stock in which the Secretary shall enter such particulars as the Board directs and register all transfer of loan stock. d) a register in which the Secretary shall enter such particulars of all mortgages and charges on land of the Association as the Committee directs. 60. The Association shall keep proper books of account with respect to its transaction and its assets and liabilities in accordance with sections 35 and 36 of the Act. 61. The Association shall establish and maintain a satisfactory system of control of its books of account, its cash holdings and all its receipts and remittances. ANNUAL RETURNS AND BALANCE SHEETS 62. Every year within three months of the period to which the return relates the Secretary shall send to the Registrar the annual return in the prescribed form relating to the Association’s affairs for the period required by the Act to be included in the return together with – a) a copy of the report of the auditor on the Association’s accounts for the period included in the return; and b) a copy of each balance sheet made during that period and of the report of the auditor on that balance sheet. 63. The Association shall supply gratuitously to every member or person interested in the funds of the Association on his application a copy of the latest annual return of the Association together with a copy of the report of the auditor on the accounts and balance sheet contained in the return. 64. The Association shall display a copy of the latest balance sheet together with the report made thereon by the auditor in a conspicuous place at its registered office. 20 INTERPRETATION OF TERMS 75. In these rules, including this Rule, unless the subject matter or context is inconsistent therewith – a) “amendment of rules” includes the making of a new rule and the rescission of a rule, and “amended” in relation to rules shall be construed accordingly; b) “Board” means the Board of Management appointed in accordance with Rule 30 and “Board member” or “member of the Board” means a member of the Board for the time being but does not include a person co-opted to the Board under Rule 31; c) “Sub-Committee” means a committee of the Board of Management; d) “member” means one of the persons referred to in Rule 6; e) “officer” includes the Chairman, Secretary, and any Board member for the time being and such other officers as the Board may appoint under Rule 47; f) “persons claiming through a member” includes his personal representatives and also his nominees where a nomination has been made; g) “property” includes all real and personal estate (including loan stock certificates, books and papers); h) “register of members” means the register kept in accordance with Rule 59; i) “Secretary” means the officer appointed by the Board to be the Secretary of the Association or other person authorised by the Board to act as his deputy; j) “the Act” means the Industrial and Provident Societies Act (Northern Ireland) 1969 as amended; k) “the Association” means the Association whereof these are the registered rules; l) “the Registrar” has the meaning given to it by the Act; m) “these rules” means the registered rules of the Association for the time being; n) words importing the masculine gender include females; o) words importing the singular or plural include the plural and singular respectively; p) “co-opted member” means a person co-opted to the Board of Management under Rule 31. (A 21 Appendix FORMS OF INSTRUMENTS 22 Northern Ireland Co-Ownership Housing Association Limited APPOINTMENT OF PROXY The instrument referred to in Rule 28 shall be in the following form: I of , being a member of Northern Ireland Co-Ownership Housing Association Limited, hereby appoint as my proxy to vote for me and on my behalf at the general meeting of the Association to be held on the day of 20 and at any adjournment thereof. AS WITNESS my hand this day of 20 Signature _______________________________ 25 Northern Ireland Co-Ownership Housing Association Limited VARIATION OF NOMINATION OF BENEFICIARY The instrument referred to in Rule 69 shall be in the following form: To Northern Ireland Co-Ownership Housing Association Limited. I HEREBY VARY the nomination made by me on the day of 20 as follows: _________________________________________________________________ _________________________________________________________________ _________________________________________________________________ Date 20 Signature__________________________ Witness _____________________________________________________ ____________________________________________________________ (signature, address and occupation) 26 Northern Ireland Co-Ownership Housing Association Limited ELECTION NOMINATION The instrument referred to in Rule 33 shall be in the following form: FOR CONSIDERATION AT THE MEETING OF THE ASSOCIATION, TO BE HELD ON . In accordance with rule 33(b) of the Association’s Rules, I wish to nominate the following member of the Association for election to the Association’s Board of Management:- NAME ADDRESS OCCUPATION I attach a statement, signed by the above nominee, indicating his/her willingness to be considered for membership of the Board. SIGNED Member Date____________________ 27 Northern Ireland Co-Ownership Housing Association Limited ELECTION STATEMENT The instrument referred to in Rule 33 shall be in the following form: FOR CONSIDERATION AT THE MEETING OF THE ASSOCIATION, TO BE HELD ON . As an elected member of the Association, I declare my willingness to serve as a member of the Board of Management in accordance with Rule 33 of the Association’s Rules. SIGNED Member Date_____________________