RULES. of City & Hackney Urgent Healthcare Social Enterprise Limited

Transcription

1 RULES of City & Hackney Urgent Healthcare Social Enterprise Limited A society registered under the Co-operative and Community Benefit Societies Act 2014 Register Number IP31946 DAC Beachcroft LLP 100 Fetter Lane London EC4A 1BN UK tel: +44 (0) fax: +44 (0) DX 45 London IDMS1LON_ACTIVE1_ _1 DAC Beachcroft LLP 2015

2 Table of contents Clause heading and number Page number PART A: PRELIMINARY DEFINITIONS AND INTERPRETATION NAME AND REGISTERED OFFICE PURPOSE AND OBJECTS POWERS SHARE CAPITAL PROTECTION OF ASSETS... 6 PART B: DIRECTORS DIRECTORS' GENERAL AUTHORITY COMPOSITION OF THE BOARD APPOINTMENT AND TERMINATION OF DIRECTORS DECISION-MAKING BY DIRECTORS CONFLICTS OF INTEREST SECRETARY EXPENSES... 9 PART C: MEMBERSHIP MEMBERS CESSATION OF MEMBERSHIP MEMBERS' RIGHT TO CONVENE A COUNCIL OF MEMBERS MEMBERS' MEETINGS NOTICE OF MEMBER MEETINGS PROCEDURE AT MEMBERS' MEETINGS VOTING AT MEMBERS' MEETINGS PART D: FINANCE AND ACCOUNTING FINANCE TREATMENT OF NET SURPLUS ACCOUNTS AND OTHER RECORDS AUDIT PART E: ADMINISTRATIVE ARRANGEMENTS REGISTER OF MEMBERS AND OFFICERS COPIES OF RULES AND REGULATIONS ALTERATION OF RULES DIRECTORS AND OFFICERS INDEMNITY SEAL SETTLEMENT OF DISPUTES IDMS1LON_ACTIVE1_ _1 Page 1 of 16

3 31. TRANSFERS OF ENGAGEMENTS DISSOLUTION IDMS1LON_ACTIVE1_ _1 Page 2 of 16

4 THESE RULES are the rules of City & Hackney Urgent Healthcare Social Enterprise Limited (the "Society"), a society registered with the Financial Conduct Authority under the Co-operative and Community Benefit Societies Act 2014 with registered number IP The Society is committed to: (i) (ii) (iii) (iv) following NHS Principles and Values; cooperating with NHS Bodies and local authorities; generating and retaining profits and applying them to achieve the Society's purpose; and respecting the rights of members of the community it operates for the benefit of, its employees and people dealing with the Society, as set out in the Charter of Fundamental Rights of the European Union. These Rules set out the way in which the Society is owned, organised and governed. PART A: PRELIMINARY 1. DEFINITIONS AND INTERPRETATION 1.1 In these Rules unless the context otherwise requires the following words and expressions shall have the following meanings: "Accounting Reference Date" "Act" "Board" "Chairman" "clear days" means 31 March in each calendar year or, in the event of the FCA so permitting, such other date as the Board may decide; means the Co-operative and Community Benefit Societies Act 2014; means the board of Directors of the Society; means the chairman of the Board appointed in accordance with Rule 9; means a period of days exclusive of the day on which the notice is served and of the day for which it is given; "Council of Members" shall have the meaning given in Rule 16.1; "Director" "FCA" "Financial Year" "Member" "NHS Bodies" means a person appointed in accordance with Rule 9 to act as a director of the Society and perform the role and duties as determined by these Rules and any Regulations from time to time in force; means the Financial Conduct Authority, or any successor body performing materially the same functions; in relation to the Society, means its accounting reference period of 12 months ending on the Accounting Reference Date; means a person admitted to the membership of the Society in accordance with Rule 14.1 and any Regulations from time to time in force; includes Clinical Commissioning Groups, an NHS Trust, an NHS Foundation Trust, all or most of whose hospitals, establishments and facilities are situated in England and IDMS1LON_ACTIVE1_ _1 Page 3 of 16

5 Wales, a Special Health Authority performing functions only or mainly in respect of England, a Special Health Authority performing functions only or mainly in respect of Wales and (in Wales) a Local Health Board; "NHS Principles and Values" means the principles and values set out in the NHS Constitution for England; "Objects" means the objects of the Society as described in Rule 3.2; "Purpose" shall have the meaning given in Rule 3.1; "Regulations" "Rules" "Secretary" "Special Resolution" means any regulations made by the Board pursuant to Rule 7.2; means these rules, as may be amended from time to time in accordance with Rule 27; means any person appointed from time to time in accordance with Rule 12.1 to perform the role and duties as determined by these Rules and any Regulations from time to time in force; and shall have the meaning given to it in the Act. 1.2 In these Rules, unless the context otherwise requires: words in the singular include the plural, and words in the plural include the singular; words denoting one gender include the other genders; references to a "person" include a corporate or unincorporated body or association; references to Rules or Parts are to rules of or parts to these Rules; the headings to Rules and Parts and paragraphs shall not affect the construction or interpretation of these Rules a reference to a particular statute, statutory provision or piece of subordinate legislation is a reference to it as it is in force for the time being taking account of any amendment or re-enactment and includes: (a) (b) any statute, statutory provision or subordinate legislation which it amends or re-enacts; and subordinate legislation for the time being in force made under it. 2. NAME AND REGISTERED OFFICE 2.1 The name of the Society is City & Hackney Urgent Healthcare Social Enterprise Limited. 2.2 The Society's registered office is at CHUHSE Office, Homerton University Hospital, Homerton Row, London, E9 6SR. 2.3 The Society's website address is IDMS1LON_ACTIVE1_ _1 Page 4 of 16

6 3. PURPOSE AND OBJECTS 3.1 The Society exists in order to carry on business in relation to health and well-being for the benefit of the community of those who access healthcare services in London, in particular in the London Borough of Hackney and the City of London Corporation (the "Purpose"). 3.2 The objects of the Society are: 4. POWERS to provide goods and services, including education and training, research, accommodation and other facilities, for purposes related to the provision of health and social care and the promotion of health and well-being; to engage, as principals or agents, in any other business, trade, industry or activity which is directly or indirectly conducive to carrying out the above objects; 4.1 In furtherance of the Objects (but not further or otherwise), the Society shall have the power to do anything which is considered necessary or desirable for the purposes of or in connection with its Objects. In particular, it may: 5. SHARE CAPITAL acquire and dispose of property; enter into contracts; accept gifts of property (including property to be held on trust for the purposes of the Society or for any purposes relating to the health service in England); employ staff and pay remuneration and allowances to any person (including the power to make arrangements for providing, or securing the provision of pensions or gratuities (including those payable by way of compensation for loss of employment or loss or reduction of pay)); and subject to the approval of the Board and the provisions of the Act, borrow money for the purposes of or in connection with its functions, subject to a limit of 5,000,000 (five million pounds) of borrowings at any time, provided always that such powers are exercised in accordance with these Rules. 5.1 The shares of the Society have the nominal value of 1 each, but which shall not be payable unless payment is demanded by the Society. 5.2 A share may not be transferred or withdrawn. 5.3 Each Member holds one share, which shall be allotted upon admission to membership. No Member may hold more than one share. 5.4 If a person ceases to be a Member, the share registered in their name is to be cancelled and any amount subscribed for the share is to become the property of the Society. 5.5 Shares do not carry any right to interest, dividend or bonus. 5.6 The Society shall not issue certificates for the shares. IDMS1LON_ACTIVE1_ _1 Page 5 of 16

7 6. PROTECTION OF ASSETS 6.1 All of the Society's assets are subject to a restriction on their use. 6.2 The Society must not use or deal with its assets except: where the use or dealing is, directly or indirectly, for a purpose that is for the benefit of the community; to make any payment required to be made pursuant to section 36 (payments in respect of persons lacking capacity) section 39 (procedure on death) or section 40 (death of member) of the Act; to make any payment required in accordance with the Rules of the Society to trustees of the property of bankrupt Members; where the Society is to be dissolved or wound up, to pay its creditors; or to transfer its assets to one or more of the following: (a) (b) (c) (d) (e) a prescribed community benefit society whose assets have been made subject to a restriction on use and which will apply that restriction to any assets so transferred; a community interest company; a registered social landlord which has a restriction on the use of its assets which is equivalent to a restriction on use and which will apply that restriction to any assets so transferred; a charity (including a community benefit society that is a charity); or as above a body, established in Northern Ireland or a State other than the United Kingdom, that is equivalent to any of those persons. PART B: DIRECTORS 7. DIRECTORS' GENERAL AUTHORITY 7.1 Subject to the Rules, the Board shall manage the affairs of the Society and may exercise all of its Powers. 7.2 The Directors may make such codes of conduct or regulations setting out other provision in addition to the Rules as they see fit. Such regulations shall not be inconsistent with the Rules. 7.3 The amounts paid and payable to each Director in respect of each Financial Year shall be disclosed in the Society s annual accounts. 7.4 The Board shall establish: an Audit Committee comprising at least one non-executive Director to perform such monitoring, reviewing and other functions as are appropriate; an Appointment and Remuneration Committee comprising at least one non-executive Directors to decide the remuneration and allowances and other terms and conditions of office of the executive Directors; IDMS1LON_ACTIVE1_ _1 Page 6 of 16

8 7.4.3 a Clinical Governance and Risks Committee to establish and monitor the clinical governance function within the Society. 7.5 The Board may delegate any of the powers which are conferred on it under these Rules to such person or committee and on such terms and conditions it thinks fit. 8. COMPOSITION OF THE BOARD 8.1 The Board shall comprise not less than two executive directors and two non-executive directors. There shall be no maximum number of directors. 8.2 The Board shall, insofar as reasonably practicable, comprise: the Chairman; the Chief Executive Officer; Medical Director; the Finance Director; and any other executive or non-executive directors appointed from time to time. 8.3 The post of Chairman shall be held by a non-executive Director from time to time. 9. APPOINTMENT AND TERMINATION OF DIRECTORS 9.1 Directors shall be appointed by a resolution of the Members at a members' meeting. 9.2 Each non-executive Director shall hold office for a period of two years from the date of appointment (or such shorter period as he may agree with the Society) and, if qualified, is eligible for reappointment for a further term. 9.3 The Board may appoint a person to either fill a casual vacancy arising among the offices of Chairman, Chief Executive Director, Finance Director or Medical Director, or appoint an additional Director, provided that any Director appointed pursuant to this Rule shall stand for re-election at the next following members' meeting. 9.4 No person may be appointed or reappointed as a Director: unless he is a natural person who has attained the age of 18 years; or if that person is a governor or director of an NHS Body (except with the unanimous approval of the Board). 9.5 A person shall automatically cease to be a Director if: that person is the subject of a disqualification order made under the Company Directors Disqualification Act 1986; that person becomes bankrupt or makes any arrangement or composition with creditors; that person has refused without reasonable cause to fulfil any training requirement established by the Board; that person has refused to sign and deliver to the Secretary a statement in the form required by the Board confirming acceptance of a code of conduct for Directors; or IDMS1LON_ACTIVE1_ _1 Page 7 of 16

9 9.5.5 by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have; that person is required to resign by a resolution of the Members passed at a members' meeting; or notification is received by the Society from the Director that he is resigning from office, and such resignation has taken effect in accordance with its terms. 9.6 The Board shall be entitled to terminate the appointment of a Director on one months' written notice by reason of: a material or persistent breach of any terms of engagement between the Director and the Society or the Rules; in the case of an executive Director, a failure to perform his functions to an appropriate standard; or the continued appointment of the Director is reasonably likely to materially damage the reputation or goodwill of the Society or otherwise obstruct it from fulfilling its Purpose. 10. DECISION-MAKING BY DIRECTORS 10.1 The Board shall hold such meetings as it considers appropriate to discharge its roles and responsibilities Three Directors, including at least one non-executive Director, shall form a quorum. Directors may be counted in the quorum, participate in and vote at meetings of the Board by telephone, video or other electronic means Subject to Rule 10.4, the Board may act notwithstanding a vacancy in their body If the total number of Directors for the time being is less than the quorum required, the Directors must not take any decision other than a decision to fill a casual vacancy arising among the Directors in accordance with Rule Any decision of the Directors must be either a majority decision or a decision taken in accordance with Rule A decision of the Directors may be taken when all eligible Directors indicate to each other by any means that they share a common view on a matter. Such a decision may take the form of a written resolution, copies of which have been signed by each eligible Director. References in this Rule to an eligible Director are to Directors who would have been entitled to vote on the matter had it been proposed as a resolution at a meeting of the Board, and provided that all such eligible Directors would have formed a quorum Unless the Rules provide otherwise, each Director shall have one vote, and in the event of a tied vote, the Chairman shall have a second or casting vote. 11. CONFLICTS OF INTEREST 11.1 Directors shall disclose to the Board any material interests (as defined in Rule 11.2) held by them, their spouse or partner, which shall be recorded in a register of interests of the Directors to be maintained by the Secretary A material interest is: IDMS1LON_ACTIVE1_ _1 Page 8 of 16

10 any interest (excluding a holding of shares in a company whose shares are listed on any public exchange where the holding is less than 5% of the total shares in issue) or position held by a Director in any firm, company or business which has or is likely to have a trading or commercial relationship with the Society; any interest in an organisation providing health and social care services; a position of authority in a charity or voluntary organisation in the field of health and social care; any connection with any organisation, entity or company considering entering into a financial arrangement with the Society including but not limited to lenders or banks Any Director who has an interest in a matter to be considered by the Board (whether because the matter involves a firm, company, business or organisation in which they or their spouse or partner has a material interest or otherwise) shall declare such interest to the Board and: shall withdraw from the meeting and play no part in the relevant discussion or decision; shall not vote on the issue (and if by inadvertence they do remain and vote, their vote shall not be counted); and details of any such interest shall be recorded in the register of interests of the Directors Any Director who fails to disclose a material interest required to be disclosed under these provisions must permanently vacate their office if required to do so by a majority of the remaining Directors. 12. SECRETARY 12.1 The Board may appoint any person who is willing to act as the secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and appoint a replacement, in each case by a decision of the Directors. The amount paid to the Secretary in respect of each Financial Year shall be disclosed in the Society's annual accounts The Secretary shall: 13. EXPENSES act as secretary to committees of the Board; be responsible for the conduct of all elections described in the Rules; has absolute discretion to decide any issue or question which the Rules require the Secretary to decide; ensure good information flows to the Board; be accessible to all Directors to ensure that procedures are being complied with; and perform any other functions as the Board may reasonably require. The Society may pay reasonable expenses which the Directors and Secretary properly incur in connection with their attendance at meetings of Directors or members' meetings, or IDMS1LON_ACTIVE1_ _1 Page 9 of 16

11 otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Society. PART C: MEMBERSHIP Membership is the means by which the Society is owned by the community that it serves and gives the community a voice through the Members' rights to attend, speak and vote at members' meetings. The Members are those persons whose names are listed in the Register of Members, and for the purposes of registration the number of members is declared to be unlimited. 14. MEMBERS 14.1 No person shall become a Member of the Society unless: that person has completed an application for membership in a form approved by the Board; and the Board has approved the application The Society shall at all times strive to ensure that taken as a whole its membership is representative of those eligible for membership Membership is open to any person aged 16 or over who either: resides in the London Borough Hackney or the City of London Corporation (as determined by the electoral area); is a general practitioner in the London Borough of Hackney or the City of London Corporation; or is employed by the Society, 14.4 The Society may from time to time resolve to admit individuals or representatives of organisations as associates of the Society ("Associates"). Associates shall be entitled to attend and speak at members' meetings, but shall not be entitled to vote on any matter. The Society may categorise Associates under whatever title or nomenclature the resolution may specify and may bestow upon the persons concerned such rights, privileges, duties and obligations (except the right to vote at members' meetings) as may be specified in the resolution All Members shall be subject to these Rules. 15. CESSATION OF MEMBERSHIP 15.1 A Member shall cease to be a Member in the following circumstances: they die; they cease to be entitled to be a Member pursuant to these Rules; the Secretary, or where there is no Secretary appointed, a Director, removes them from the Register of Members on grounds that: (a) (b) the Society has lost contact with the Member, provided that the Secretary shall take reasonable steps to contact the Member; or the Member has notified the Society that they no longer wish to continue as a Member; or they are expelled from membership in accordance with Rule IDMS1LON_ACTIVE1_ _1 Page 10 of 16

12 15.2 A Member may be expelled by a decision of the Board: for an infringement of the Rules; for any conduct which, in the reasonable opinion of the Board, is prejudicial to the interests of the Society; or following a complaint from another Member that the first Member has acted in a way which is detrimental to the interests of the Society. The Board shall investigate the complaint and ensure that each Member is given a reasonable opportunity to explain their position In any of the circumstances set out in Rule 15.2, the Board may also decide to suspend the rights of the Member for a period not exceeding 12 months. 16. MEMBERS' RIGHT TO CONVENE A COUNCIL OF MEMBERS 16.1 The Members may from time to time establish a council to represent the interests of the membership body as a whole (a "Council of Members"). A Council of Members will engage with the Board to communicate the opinions and interests of the Members A Council of Members shall be formed by a vote of the Members at a members' meeting and shall comprise up to 10 Members at any time. Any Council of Members appointed shall endeavour to remain active and communicate with the whole membership body on a regular basis The Board shall engage with a Council of Members properly established in accordance with these Rules and provide updates as to the business of the Society as reasonably requested by the Council of Members. 17. MEMBERS' MEETINGS 17.1 The Directors, or the Secretary at the direction of the Directors, may call members' meetings of the Society. The Society shall hold at least one members' meeting in every calendar year (and that meeting shall be called the annual members' meeting) The annual members' meeting shall be held for the following purposes: to receive from the Board the Society's annual accounts; to receive from the Board a report of the activities of the Society since the previous annual members' meeting; to appoint the Society's auditors; to announce the election (as appropriate) of the Directors to be appointed in accordance with these Rules; and to transact such other business as may be brought before it The Directors, or the Secretary at the direction of the Directors, will convene a members' meeting on the requisition of Members representing not less than 10% of all Members entitled to vote at members' meetings stating the purpose for which the meeting is to be convened. A members' meeting called in response to a Members' requisition must be held within 28 days of the date on which the requisition is delivered to the registered office of the Society. IDMS1LON_ACTIVE1_ _1 Page 11 of 16

13 18. NOTICE OF MEMBER MEETINGS 18.1 Notice of members' meetings shall be given at least 14 clear days before the date of the meeting: by notice prominently displayed at the registered office of the Society; and by notice on the Society's website Notice must be given to the Directors and the auditors and must: state the time, date and place of the meeting; the general nature of the business to be transacted at the meeting; and in the case of an annual members' meeting, that it is such. 19. PROCEDURE AT MEMBERS' MEETINGS 19.1 Members' meetings are open to all Members The Board may permit other persons who are not Members to attend and speak at a members' meeting Directors may attend and speak at members' meetings, whether or not they are Members No business may be transacted at a members' meeting unless a quorum is present. The lower of (i) 15 Members and (ii) 10% of the Members eligible to vote at the meeting shall be a quorum If no quorum is present within half an hour of the time fixed for the start of the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board determine. If a quorum is not present within half an hour of the time fixed for the start of the adjourned meeting, the number of Members present during the meeting is to be a quorum It is the responsibility of the Board and the Chairman to ensure that at any members' meeting: the issues to be decided are clearly explained; sufficient information is provided to Members to enable rational discussion to take place; and where appropriate, experts in relevant fields are invited to address the meeting The Chairman shall chair members' meetings if present and willing to do so. If the Chairman is not present within fifteen minutes of the time fixed for the start of the meeting, the Directors present shall elect one of their number to be chairman of the meeting, and if there is only one Director present and willing to act they shall be chairman of the meeting. 20. VOTING AT MEMBERS' MEETINGS 20.1 Subject to these Rules and to the Act, a resolution put to the vote at a members' meeting shall be decided upon by a show of hands Every Member present (and where postal or electronic voting arrangements have been introduced, any Member who has voted in this way) is to have one vote. In the IDMS1LON_ACTIVE1_ _1 Page 12 of 16

14 case of an equality of votes, the Chairman of the meeting is to have a second or casting vote The Board may make arrangements for Members to vote by post, or by using electronic communications. Such arrangements must be notified to the Members at least 28 days before the date of a members' meeting at which a vote is to be put The Board may make arrangements for Members to vote by way of a ballot. Where such arrangements are made in respect of a matter to be put to the Members, the notice of the meeting must state that a vote on that matter will be taken by ballot The Chairman will declare the result of any vote, which will be entered in the minute book. The minute book will be conclusive evidence of the result of the vote Unless these Rules or an Act of Parliament say otherwise, all resolutions are to be decided by a simple majority of the votes cast. PART D: FINANCE AND ACCOUNTING 21. FINANCE 21.1 The Society shall be predominantly funded by income generated from the activities of the Society Subject to any restriction imposed by a resolution passed at a members' meeting, the Board may invest any part of the capital and funds of the Society in any manner which the Board may from time to time determine The Board shall cause to be kept proper books of account with respect to the transactions of the Society, its assets and liabilities, and shall establish and maintain a satisfactory system of control of the books of account, the cash holdings and all receipts and remittances of the Society in accordance with the Act. 22. TREATMENT OF NET SURPLUS 22.1 The profits or surpluses of the Society shall not be distributed either directly or indirectly in any way whatsoever among Members, but shall be applied: to maintain prudent reserves; and on expenditure in carrying out the Society s Objects. 23. ACCOUNTS AND OTHER RECORDS 23.1 In respect of each Financial Year, the Board shall cause to be prepared annual accounts which shall include: a revenue account or revenue accounts which singly or together deal with the affairs of the Society as a whole for that year and which give a true and fair view of the income and expenditure of the Society for that year; and a balance sheet giving a true and fair view as at the date thereof of the state of the affairs of the Society The Board has 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. IDMS1LON_ACTIVE1_ _1 Page 13 of 16

15 24. AUDIT 23.3 The Board shall present reports of the business and affairs of the Society to the annual members' meeting The Board shall lay annual accounts before the annual members' meeting showing respectively the income and expenditure for and the state of the affairs of the Society as at the end of the Society s most recent Financial Year (or of such other period as the Board may decide) Subject to the law, the Board must not cause to be published any revenue account or balance sheet unless it has previously been audited by the Auditors. Every revenue account and balance sheet published must be signed by the Secretary and by two Directors acting on behalf of the Board Subject to any variation of the FCA's requirements from time to time, the Board shall cause to be submitted to the FCA, within the time allowed by the Act in each year, a general statement in the prescribed form, called the annual return, relating to its affairs during the period covered by the return, together with a copy of: the Society s financial statements for the period included in the return; and the report of the Auditors thereon, and the most recent annual return of the Society shall be made available to any Member by the Secretary on request in writing free of charge The Board shall cause to be displayed at its registered office a copy of the latest balance sheet of the Society in accordance with the Act Subject to any variation of the FCA's requirements from time to time, the Society shall in accordance with the law appoint in each year a qualified auditor or auditors, or such other persons as permitted by the Act, to be the Auditors, and the following provisions shall apply to them: the accounts of the Society for that Financial Year shall be submitted to them for audit as required by the law; they shall have all the rights and duties in relation to notice of, and attendance and right of audience at members' meetings, access to books, the supply of information, reporting on accounts and otherwise, as are provided by the law; except where provided in the Rules, they are appointed by the Members, and the provisions of the law shall apply to the re-appointment and removal and to any resolution removing, or appointing another person in their place; and their remuneration shall be fixed by the Board or in a way that the Board decides The Board may fill any casual vacancy in the office of Auditor until the next following meeting of the Members. IDMS1LON_ACTIVE1_ _1 Page 14 of 16

16 PART E: ADMINISTRATIVE ARRANGEMENTS 25. REGISTER OF MEMBERS AND OFFICERS The Society shall keep at its registered office a register of Members and officers as required by law. Any Member wishing to inspect the register (or any part of it) shall provide the Society with not less than 14 days prior notice given in writing (and any transmission of the notice by electronic mail or facsimile shall not satisfy the requirement that the notice be given in writing) to the Secretary at the Society s registered office. 26. COPIES OF RULES AND REGULATIONS 26.1 The Secretary will provide an electronic copy of the Rules to any Member who demands it, and may charge a sum (not exceeding 5 or the maximum allowed by the law) for providing such a copy The Secretary will provide a copy of any Regulations referred to in the Rules to any Member who requests it and may charge a reasonable sum for doing so. 27. ALTERATION OF RULES 27.1 No new rule shall be made, nor shall any of the Rules be amended, unless it is approved by a resolution passed at a members' meeting Notice of such a members' meeting shall specify the rules to be amended, and set out the terms of all amendments or new rules proposed No amendment to any of the Rules and no new rule shall be valid until registered with the FCA. When submitting rule amendments to the FCA for registration the Secretary may, at the Secretary s sole discretion, accept any alterations required or suggested by the FCA without reference back to a further members' meeting of the Society The Board may change the address of the Society s website, and the situation of the Society s registered office without the approval of the Members. The Society will send notice of any change in the Society s registered office to the FCA. 28. DIRECTORS AND OFFICERS INDEMNITY 29. SEAL Directors and the Secretary who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their functions, save where they have acted recklessly. Any costs arising in this way will be met by the Society. The Society may purchase and maintain insurance against this liability for its own benefit and for the benefit of the Directors and the Secretary. The Society shall not have a seal. 30. SETTLEMENT OF DISPUTES Any dispute, between the Society or an officer of the Society on the one hand and a Member or a person who has for not more than six months ceased to be a Member on the other hand, as to the interpretation of or arising out of the Rules shall (except as otherwise provided in the Rules) be referred, in default of agreement between the parties to the dispute, to a person appointed by the President of the Chartered Institute of Arbitrators, on application by any of the parties. The person so appointed shall act as sole arbitrator in accordance with the Arbitration Act 1996 and such person s decision shall (including any decision as to the costs of the arbitration) be final. IDMS1LON_ACTIVE1_ _1 Page 15 of 16

17 31. TRANSFERS OF ENGAGEMENTS 31.1 The Society may, by Special Resolution passed at a members' meeting and in the way required by the law, amalgamate with or transfer its engagements to any other society registered with limited liability under the Act or convert itself into a company registered under the Companies Act The Society may also accept a transfer of engagements and assets from any society registered with limited liability under the Act by resolution of the Board or of the Members at a members' meeting, as the Board shall decide. 32. DISSOLUTION 32.1 The Society may be dissolved by winding up in the way required by the law. If on the solvent dissolution or winding up of the Society there remain, after the satisfaction of all its debts and liabilities and the repayment of any paid-up share capital, any assets whatsoever, such assets shall be transferred to one or more organisations which are: registered as societies under the law; have the same or similar rule provisions as regards surplus distribution on a dissolution or winding up as are contained in this Rule; or chosen by the Members at a members' meeting. IDMS1LON_ACTIVE1_ _1 Page 16 of 16