R U L E S OF FAMILY ASSURANCE FRIENDLY SOCIETY LIMITED Registered Number 939F Effective from 14 May 2018
I N D E X Rule 1 - Membership --------------------------------------------------------------------------------- 4 Rule 2 - Register of Names and Addresses of Members -------------------------------- 5 Rule 3 - Contributions and Benefits ----------------------------------------------------------- 6 Rule 4 - Surpluses and Bonuses ---------------------------------------------------------------- 7 Rule 5 - Reinsurance of Risks -------------------------------------------------------------------- 7 Rule 6 - Arrears ---------------------------------------------------------------------------------------- 7 Rule 7 - Claims and Benefits ---------------------------------------------------------------------- 7 Rule 8 - Management Fund ------------------------------------------------------------------------ 7 Rule 9 - Life Assurance Fund and Other Funds -------------------------------------------- 8 Rule 10 - Nominations ------------------------------------------------------------------------------- 9 Rule 11 - Annual General Meeting -------------------------------------------------------------- 9 Rule 12 - Special General Meetings ----------------------------------------------------------- 10 Rule 13 - Notice of Meetings --------------------------------------------------------------------- 11 Rule 14 - Quorum at Meetings ------------------------------------------------------------------- 14 Rule 15 - Procedures at Meetings -------------------------------------------------------------- 14 Rule 16 - Entitlement of Members to Vote on Resolutions ---------------------------- 16 Rule 17 - Appointment of Proxies -------------------------------------------------------------- 16 Rule 18 - Board of Directors --------------------------------------------------------------------- 18 Rule 19 - Eligibility and Election of Board of Directors --------------------------------- 20 Rule 20 - Appointment of Chairman and Vice-Chairman ------------------------------- 21 Rule 21 - Remuneration and Expenses of Officers --------------------------------------- 22 Rule 22 - Offices of Profit ------------------------------------------------------------------------- 22 Rule 23 - Interest in Contracts ------------------------------------------------------------------- 22 Rule 24 - Appointment of Officers, Employees and Others --------------------------- 23 Rule 25 - Disclosure and Indemnity to Board Members, Officers and Employees ------------------------------------------------------------------------------------------------------------- 24 2 of 41
Rule 26 - Removal From and Vacation of Office and Disqualification ------------- 25 Rule 27 - Filling of Casual Vacancies --------------------------------------------------------- 26 Rule 28 - Retirement by Rotation --------------------------------------------------------------- 27 Rule 29 - Pension and Other Schemes and Funds --------------------------------------- 28 Rule 30 - Accounts ---------------------------------------------------------------------------------- 29 Rule 31 - Inspection of Records ---------------------------------------------------------------- 29 Rule 32 - Auditors ----------------------------------------------------------------------------------- 29 Rule 33 - Actuary and Valuations -------------------------------------------------------------- 31 Rule 34 - Application of Funds ------------------------------------------------------------------ 31 Rule 35 - Investment of Funds ------------------------------------------------------------------ 32 Rule 36 - Disputes ----------------------------------------------------------------------------------- 33 Rule 37 - Complaints ------------------------------------------------------------------------------- 34 Rule 38 - Common Seal ---------------------------------------------------------------------------- 34 Rule 39 - Voluntary Dissolution ----------------------------------------------------------------- 34 Rule 40 - Distribution of Surplus Assets on Winding-Up or Dissolution ---------- 35 Rule 41 - Notices ------------------------------------------------------------------------------------ 35 Rule 42 - Copies of Memorandum and Rules----------------------------------------------- 36 Rule 43 - Amendment of Memorandum and Rules --------------------------------------- 36 Rule 44 - Personal Pension and Free-Standing Additional Voluntary Contribution Schemes ----------------------------------------------------------------------------- 37 Rule 45 - Pension Managed Fund and Safety First Funds ----------------------------- 37 Rule 46 - Compensation Scheme --------------------------------------------------------------- 39 Rule 47 - Transfers of Engagements ---------------------------------------------------------- 40 Rule 48 - Rules of Transferred Societies ---------------------------------------------------- 40 Rule 49 - Interpretation ---------------------------------------------------------------------------- 40 Rule 50 - Validity of Previous Rules ----------------------------------------------------------- 41 Rule 51 - Applicable Law -------------------------------------------------------------------------- 41 3 of 41
Rule 1 - Membership 1.1 The members of the Society shall be such persons as shall be admitted to membership of the Society either by the Board or by such other officer, employee or agent of the Society as shall from time to time be appointed by the Board for the purpose. In considering persons for admission to membership, the Board and/or any such delegate shall ensure eligibility for membership as provided in these Rules but may otherwise admit persons to membership as seen fit on the basis of perceived member engagement principles and on a cohort by cohort basis that may depend upon product or policy type, those persons customer acquisition route, access to or availability of communication channels with such persons and/or any other criteria that may be considered appropriate. 1.2 Subject to approval being given in the manner described in Rule 1.1, membership of the Society is open to any individual regardless of age who holds one or more active products issued by the Society or by one of its subsidiaries. For the avoidance of doubt: (a) (b) a product that has been terminated or in respect of which the premiums have been forfeited is no longer active; and a product is only issued by the Society or one of its subsidiaries where the primary risk in respect of such product is borne or where the product is otherwise provided by the Society or such subsidiary as appropriate and products marketed and/or branded but not also issued by the Society or any such subsidiary will not give rise to eligibility to membership of the Society. 1.3 No person shall be allowed to continue as a member of the Society, nor shall their policies be allowed to remain in force; a) if, in respect of policies issued under tax-exempt life or endowment business, the aggregate of the gross sum or sums assured, or the aggregate of the annual amount or amounts payable by way of annuity under any policies effected by that person with the Society, or with other friendly societies, would as a consequence of the continuance of that policy or those policies exceed the limits from time to time prescribed by statute; or b) if, in respect of policies which are issued under life or endowment business which is not tax-exempt, the aggregate of the gross sum or sums assured, or the aggregate of the annual amounts payable by way of annuity under policies effected by that person with the Society, or with other friendly societies, would as a consequence of the continuance of that policy or those policies exceed the limits from time to time prescribed by statute; 4 of 41
provided that for the purpose of this Rule 1.3, any addition declared upon an assurance or a gross sum of annuity by way of bonus or unitlinking shall be disregarded. 1.4 Any person intending to become a member of the Society shall apply in such manner and with such documentation as the Board may, from time to time, require. If any false statement in the application or any material fact has not been disclosed, then membership and any product provided may, at the discretion of the Board, be rendered null and void and any monies which have been paid to the Society in respect of any product or otherwise may be forfeited to the Society. 1.5 In the case of an application for assurance on the life of a person whose circumstances, activities or whose state of health indicates an increased risk, the Society shall have the power to impose such restrictions as the Board or such officer, employee or agent of the Society from time to time appointed by the Board for the purpose, may consider adequate, or to reject the application without being under any obligation to give any reason for such action. It is incumbent upon any person admitted to membership of the Society to advise the Society of any change in his address, marital status or any other relevant facts which may from time to time occur and the Society shall not be held responsible for any consequences of any failure on the part of the member to advise such changes. 1.6 The Society shall be entitled to reject any application for assurance or accept the same upon such terms as the Society (or the person or persons for the time being appointed by the Board for the purpose) shall consider fit including, without prejudice to the generality of the foregoing, such restrictions as to age, travel, occupation or participation in hazardous sports or pastimes as shall be considered necessary or desirable. 1.7 A member who is a minor (being under the age of 18) may, if he is over 16 years of age, by himself, or if he is under that age by his parent or guardian, execute all instruments and give all receipts necessary to be executed or given under these Rules but shall not vote or hold any office in the Society, and may not nominate or join in nominating a person for election as a member of the Board. 1.8 In addition to the circumstances described above, membership of the Society shall cease: (a) (b) upon the death of the member; or upon the termination of all products issued to the member by the Society or by one of its subsidiaries. Rule 2 - Register of Names and Addresses of Members 2.1 The Society shall maintain a register of the names and addresses of the members of the Society. 5 of 41
2.2 The register shall be kept at the registered office of the Society or at such other place or places as the Board thinks fit. 2.3 Where it appears to the Society that the address shown in the register for a member is no longer current, the Society: a) may remove that address from the register; and b) need not enter in the register an address for that member while it has no address for him and his whereabouts are unknown. Rule 3 - Contributions and Benefits 3.1 Every member of the Society may pay contributions and receive benefits as provided in the relevant product terms (which may include standard benefit tables) and such contributions shall be dealt with in accordance with Rule 34. 3.2 The terms on which the Society provides benefits shall be determined by the Board with reference to the relevant product terms (which may include standard benefit tables). 3.3 The Society shall, in respect of the Society's product terms: a) ensure that a copy of them shall be maintained by the Society s Secretary and retained at every office of the Society; b) make copies of them available free of charge to members of the Society at every office of the Society; c) send, free of charge, copies of them to any member of the Society who demands them; and d) the Board will be responsible for preparing the Society's product terms and any changes to them shall be effective from the date of approval by the Board and shall not take effect retrospectively. 3.4 Notwithstanding the other provisions of these Rules and without prejudice to the terms of any policy or product held by any member, the Board may establish and operate, or may delegate to an appropriate sub-committee of the Board the establishment and operation of, member benefits programmes (to the advantage of members and/or persons associated with members) at its discretion but always within the purposes of the Society s benevolent activities as provided in the Memorandum, to be delivered directly by the Society or indirectly via the OneFamily Foundation (or any other OneFamily group company), in the form of grants, awards, subsidies and discounts and any such entitlements and any changes thereto may be communicated to members of the Society or those otherwise benefiting as the Board sees fit for the purposes of informing as to such member benefit programmes. The establishment and operation of such member benefits programmes shall at all times be subject to these Rules and shall not result in the Society undertaking activities that fall outside the scope of the purposes stated in the Memorandum. 6 of 41
Rule 4 - Surpluses and Bonuses Distributions of surpluses and bonuses shall be determined by the Board after having sought the advice of the Actuarial Function Holder. Rule 5 - Reinsurance of Risks The Board may, after having sought the advice of the Actuarial Function Holder, provide for the reinsurance of any risk accepted, or to be accepted, by the Society. Rule 6 - Arrears No general period of grace shall apply for the payment of premiums or contributions to the Society in respect of any product issued by the Society and the Society's individual product terms shall provide the applicable payment terms for the same. Rule 7 - Claims and Benefits 7.1 Whenever a claim for benefit is submitted, it must be accompanied by such evidence of validity as the Board may require. 7.2 No money shall be paid (except as provided by statute and Rule 10) upon the death of a member except upon the production at the registered office of the Society of: a) the product document and proof satisfactory to the Board of the age of the member on the date of death; and b) a certificate of that death under the hand of the Registrar of Deaths or other person having care of the Register of Deaths in which the death is or ought to be entered; and c) proof satisfactory to the Board of the title of the claimants or a copy of the grant of probate of the will of the member or of letters of administration to his estate or of a certificate of confirmation to his estate. Rule 8 - Management Fund 8.1 The Society shall have a Management Fund, the purpose of which is to meet the necessary expenses incurred in the operation, management and development of the Society. These expenses shall be provided for by the fees and charges levied by and other income of the Society. 8.2 Without prejudice to the generality of the foregoing, the Board shall have the power to make such payments out of the Management Fund as the Board shall think fit to (and to act upon the advice of or information obtained from) any person, firm or company who shall, at the time, be acting as employees or agents of or advisers to the Board or which shall otherwise be providing services to the Society. 7 of 41
8.3 The Board shall have the power to transfer from the Management Fund to any other of the Society s funds any such amounts as it shall from time to time, after having sought the advice of the Actuarial Function Holder, consider to be surplus to the requirements of the Management Fund. Rule 9 - Life Assurance Fund and Other Funds 9.1 The Society shall have a Life Assurance Fund into which shall be paid the balance of the relevant product contributions, payable by the members, which shall remain after the deductions made pursuant to the relevant product terms. 9.2 The Society shall maintain any number of separately designated benefit subfunds of the Life Assurance Fund, each of which shall comprise such identifiable assets comprising the Life Assurance Fund as the Board shall from time to time consider appropriate in respect of such fund in view of the provisions of the relevant product terms. Such benefit sub-funds shall be established for the sole purpose of quantifying benefits payable to members in accordance with the provisions of the product terms. Each benefit sub-fund shall be credited with the income and capital gains attributable to the assets so identified and shall be debited with any costs incurred in relation to the acquisition or disposal of these assets, together with such sums as may be debited or credited in accordance with the provisions of the product terms. The Board shall also have the power to maintain a separate sub-fund of the Life Assurance Fund to be known as the Reserve Fund. 9.3 Subject as herein provided the Board shall be entitled to make such transfers to and from each of the sub-funds as shall be permitted by these Rules and by the relevant product terms and to pay out of such one or more sub-funds the whole or any part of any amount becoming payable under any product issued by the Society, after having sought the advice of the Actuarial Function Holder. 9.4 The Board shall have the power to transfer from the benefit sub-funds to the Management Fund or to the Reserve Fund any such amounts as shall be determined by the Board, after having sought the advice of the Actuarial Function Holder. 9.5 The Board shall have the power to pay from the Reserve Fund any premium necessary to re-insure such part or all of the members benefits as it considers to be prudent or necessary and all or part of any amount payable to any member, in each case after having sought the advice of the Actuarial Function Holder. The Board shall also have the power to transfer from such Reserve Fund to any other of the Society s funds any such amount as it shall from time to time consider, after having sought the advice of the Actuarial Function Holder, to be surplus to the requirements of the Reserve Fund. 9.6 The Society may operate such other investment funds as the Board may consider appropriate and the same may be operated by the Society as the Board sees fit (including with features such as ring-fencing and insulation from the Society's other activities) having regard to the relevant regulatory requirements, the obligations of the Society, the relevant product terms and the advice of the Actuarial Function Holder. 8 of 41
Rule 10 - Nominations 10.1 A member, not under the age of 16 years, may nominate a person or persons to whom any sum of money payable by the Society on his death or any specified amount of money so payable shall be paid at his decease, but the total amount which may be so nominated shall not exceed 5,000 or such higher amount as, by virtue of an order under section 6 of the Administration of Estates (Small Payments) Act, 1965, may for the time being apply for the purposes of the enactments specified in subsection (1) of that section. 10.2 All such nominations shall be made by writing, under the hand of the member, delivered at or sent to the registered office of the Society, or made in a book kept at such office. 10.3 The person or persons so nominated must not at the date of the nomination be an officer or employee of the Society unless that officer or employee is the husband, wife, civil partner, father, mother, child, brother, sister, nephew or niece of the nominator. 10.4 A nomination so made may be revoked or varied by any similar document under the hand of the nominator, delivered, sent or made as aforesaid, but a nomination is not revoked by a subsequent will. 10.5 The marriage or civil partnership of a member shall operate as a revocation of any nomination previously made by him. 10.6 Where the Society has paid money to a nominee in ignorance of a marriage or civil partnership subsequent to the nomination, the receipt of the nominee shall be a valid discharge to the Society. Rule 11 - Annual General Meeting 11.1 The Society shall hold an annual general meeting in each year, at such hour, date and place as the Board shall determine. 11.2 Not more than 15 months shall elapse between the date of one annual general meeting and that of the next. 11.3 The Board shall lay before the members at the annual general meeting the Annual Accounts of the Society for the last financial year of the Society before the date of that meeting, and shall also submit to them a report by the Board (called in these Rules the Board's Report ) on the activities of the Society and the Board's Report shall include the information required by or under the Act. 11.4 In these Rules, Annual Accounts means the class of document (including the notes to them) the Society is required through the Board or otherwise (unless otherwise exempted) by or under the Act to prepare by way of accounts for itself individually and, if the Society has subsidiaries, by way of group accounts for the Society and its subsidiaries. 11.5 The report of the auditors on: 9 of 41
a) the Annual Accounts laid before the annual general meeting; and b) the Board's Report shall be laid before that meeting and shall be available for inspection by any member. 11.6 No business shall be transacted at an annual general meeting, and no resolution shall be brought forward at any such meeting, except as may arise upon: a) the Annual Accounts laid before the meeting; b) the Board's Report; c) the report of the auditors on the documents listed in a) and b) above; d) the election and re-election of Board members; e) the appointment or re-appointment of auditors; f) a motion for a resolution contained in a members notice received by the Society in accordance with the provisions of Rule 13; and g) business (including a motion for a resolution, whether special or ordinary, or a motion to add to, alter or rescind any provision of the Memorandum or any of these Rules) brought before the meeting by the Board. Rule 12 - Special General Meetings 12.1 All general meetings of the Society other than annual general meetings shall be called special general meetings. 12.2 The Board may, whenever it thinks fit, convene a special general meeting. 12.3 The Board shall convene a special general meeting on the requisition of not less than 500 members (each of whom must have been a member of the Society for a continuous period of not less than two years prior to the date of the requisition and must be entitled to vote at a general meeting of the Society on the date of the requisition). The requisition, which shall be in writing, shall state the objects of the special general meeting (which must not however include the election of a Board member), shall be signed by each of the requisitioners and deposited at the registered office of the Society and may consist of several documents in like form each signed by one or more requisitioners. A deposit of 50 in respect of each requisitioner signing the requisition shall be lodged with the requisition. If within half an hour after the time appointed for the special general meeting a quorum is not present, all such deposits shall be forfeited, but if a quorum is present, the members present and entitled to vote at the meeting shall decide whether the deposits shall be appropriated either wholly or in part towards the expenses of convening and holding the special general meeting and to any extent to which 10 of 41
the deposits are not so appropriated, they shall be returned by the Society to the requisitioners equally. 12.4 If the Board does not within 28 days after the date of deposit of the sole requisition, or the date of deposit of the last requisition sufficient to comply with the requirements of Rule 12.3 above, proceed to despatch notices convening a meeting to be held within 63 days after that date, the requisitioners or any proportion of them exceeding one-half may themselves convene a special general meeting. Any special general meeting so convened shall not be held after the expiration of five months from the date of the deposit of the requisition(s) complying with the requirements of Rule 12.3. The special general meeting so convened by the requisitioners shall be convened in the same manner, as nearly as possible, as that in which meetings are convened by the Board and notices shall be given in the manner set out in Rule 13.9. Any reasonable expenses incurred by the requisitioners by reason of the failure of the Board duly to convene a meeting shall be paid to those requisitioners by the Society. Any sum so paid shall be recovered by the Society from the defaulting members of the Board (whether by way of retention of fees or other remuneration in respect of services or otherwise). The Board or, as the case may be, the requisitioners, shall give the members notice of any resolution the requisitioners propose to move at the special general meeting at the same time and in the same manner as notice is given of the special general meeting. 12.5 No business shall be transacted at any special general meeting except such as shall be stated in the notice convening the meeting. 12.6 Except where the requisitioners themselves convene a special general meeting under Rule 12.4, special general meetings shall be held at such hour, date and place as the Board shall determine. Rule 13 - Notice of Meetings 13.1 At least 21 days notice, expiring on the date of the meeting, of every general meeting of the Society (whether an annual general meeting or a special general meeting) specifying the hour, date and place of the meeting shall be given in accordance with Rule 13.9. 13.2 The notice shall specify: a) the nature of any resolution to be moved at the general meeting and of the other business to be transacted thereat; and b) the full name of each candidate for the office of member of the Board, or auditor, unless the nomination has been made, or in the case of an auditor his nomination has been received, too late for his candidature to be included in, or to accompany, the notice. 13.3 The notice shall state that: 11 of 41
a) a member entitled to attend and vote may appoint one proxy to attend and, on a poll, vote at the meeting instead of him; and b) the proxy need not be a member of the Society; and c) the member may direct the proxy how to vote at the meeting. 13.4 The annual general meeting shall be described as such in the notice of the meeting. 13.5 For the purposes of the following provisions of this Rule 13, the following expressions shall have the following meanings: a) requisite number means 500; and b) members notice means a notice given to the Society at its registered office, in writing (whether in one or more documents) by at least the requisite number of members, of their intention to have moved on their behalf at an annual general meeting a resolution that is specified in the notice and is either a special resolution or an ordinary resolution. 13.6 If the Society receives a members notice the Board shall, subject to Rules 13.7 and 13.8: a) include in the notice of the annual general meeting a notice specifying the intention of those members moving it to have the resolution moved on their behalf at that meeting and, if applicable, the intention to move it as a special resolution; and b) at the request of the members intending to have the resolution moved on their behalf, include in the notice of the annual general meeting any statement of not more than 100 words with respect to the matter referred to in the resolution (the Statement ), provided the Statement is lodged at the registered office of the Society. 13.7 The Board shall be under no duty: a) to include a members notice in the notice of the annual general meeting; or b) to include a Statement in the notice of the annual general meeting; if (i) the members notice (or the last of the documents sufficient to enable it to comply with the requirements of Rule 13.5(b)) and, if submitted, any Statement are lodged at the registered office of the Society later than the last day of the financial year of the Society preceding the financial year of the Society in which the annual general meeting, at which it is intended to move the resolution is held; or 12 of 41
(ii) (iii) (iv) (v) the resolution specified in the members notice and, if lodged at the registered office of the Society, any Statement does not, in the opinion of the Board, relate directly to the affairs of the Society; or publicity for the resolution specified in the members notice or, as the case may be, the Statement would, in the opinion of the Board, be likely to diminish substantially the confidence of investing members of the public in the Society; or the rights conferred by Rule 13.6 are, in the opinion of the Board, being abused to seek needless publicity for defamatory matter or for frivolous or vexatious purposes; or the resolution specified in the members notice is in substantially the same terms as any resolution that has been defeated at a general meeting of the Society during the period beginning with the third annual general meeting before the date on which the members notice (or the last of the documents sufficient to enable it to comply with the requirements of Rule 13.5(b)) is given to the Society at its registered office. 13.8 If it is not practicable for any reason to include in the notice of the annual general meeting a notice given by members in accordance with Rule 13.5(b), the members notice together with any Statement lodged in accordance with this Rule 13 shall be communicated to members as soon as practicable after the giving of the notice of the annual general meeting by public announcement in at least two national newspapers. 13.9 A notice of a general meeting (including a general meeting adjourned for 30 days or more) shall be given by the Society by public announcement in at least two national newspapers and in this Rule 13 the term notice includes any such notice given, or Statement lodged, by members as is required to be communicated to members under this Rule 13. However, nothing in this Rule 13 shall prevent the Society, if the Board so determines, from giving additional notice of a general meeting to members individually in a manner to be decided on a fair and reasonable basis by the Board from time to time. 13.10 Where a notice of a general meeting is sent to a member, a notice of a general meeting shall be given to the holder of a power of attorney which has been duly registered in the records at the registered office of the Society by sending the notice by post to the registered address of the holder of the power of attorney. No notice of a general meeting shall be given to the member who gave the registered power of attorney. 13.11 Where a notice of a general meeting is sent to a member, and such member is suffering from mental disorder, a notice of a general meeting shall be given by the Society to his receiver, curator bonis or other person in that behalf appointed by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder. Such a notice shall be sent by post to the address supplied for the purpose of the aforesaid receiver, 13 of 41
curator bonis or other person or, until such an address has been so supplied, by sending the notice by post to the registered address of the member. 13.12 The accidental omission to send a notice of a general meeting to, or the nonreceipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. Rule 14 - Quorum at Meetings 14.1 No business shall be considered at any annual general meeting or special general meeting unless a quorum is present. A quorum shall be constituted for all purposes by 25 members present or represented and entitled to vote. 14.2 If no quorum shall be present within half an hour from the time appointed for the annual general meeting or special general meeting, or if during such meeting a quorum ceases to be present, the chairman of the meeting shall adjourn the meeting to such hour, date and place as he shall direct, unless such meeting is a special general meeting requisitioned under Rules 12.3 or 12.4 whereupon the chairman of the meeting shall dissolve it. Rule 15 - Procedures at Meetings 15.1 The Chairman of the Board or, in his absence, the Vice-Chairman of the Board, shall preside as chairman of every general meeting of the Society. If neither the Chairman nor the Vice-Chairman is present within fifteen minutes after the time appointed for the general meeting or willing to act, the Board members present at the general meeting shall elect one of their number to be chairman of the meeting. If at any general meeting no Board member is willing to act as chairman, or if no Board member is present within fifteen minutes after the time appointed for the meeting, the members present at the general meeting and entitled to be included in the quorum for the meeting shall choose one of their number who is present to be chairman of the general meeting. 15.2 The chairman of the general meeting may, notwithstanding the presence of a quorum (and shall, if so directed by a resolution of the general meeting) adjourn the general meeting from time to time and from place to place, but except as provided in Rule 15.10 no business shall be transacted at any adjourned general meeting other than the business which might properly have been transacted at the general meeting had the adjournment not taken place. 15.3 Every adjourned general meeting shall be deemed a continuation of the original meeting and any resolution passed at an adjourned general 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. 15.4 When a general meeting is adjourned for 30 days or more, at least 7 clear days notice of the adjourned general meeting shall be given, specifying the time and place of the meeting and the general nature of business to be transacted, but otherwise it shall not be necessary to give any notice of an 14 of 41
adjournment or of the business to be transacted at an adjourned general meeting. 15.5 Subject to the Act and these Rules, every resolution put to an annual general meeting or special general meeting shall be decided by a simple majority on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) properly demanded. 15.6 A poll may (before or on the declaration of the result of the show of hands) be demanded by: a) the chairman of the meeting; or b) 25 members who are entitled to vote at the general meeting, and are present in person, by proxy, by attorney, or other representative; and in the event of such a demand, a poll shall be taken in accordance with Rule 15.10, but no poll shall be permitted upon a resolution to appoint a chairman of a general meeting or as to whether the general meeting should be adjourned. 15.7 Unless a poll be so demanded, a declaration by the chairman of the general meeting 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 to that effect in the minutes of the general meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of, against or in abstention of such resolution. 15.8 If a motion for a special resolution is to be put to the vote of the meeting, a poll shall be deemed to have been demanded by the chairman of the general meeting. 15.9 Except in the case of a motion for a special resolution, the demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the general meeting, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. 15.10 If a poll is duly demanded in accordance with Rule 15.6, it shall be taken at the general meeting at which it is demanded or, if the chairman of the general meeting so decides, at an adjourned meeting and in either case in such manner, subject to Rule 15.11, as the chairman of the general meeting directs and the result of the poll shall, notwithstanding Rule 15.3, be deemed to be the resolution of the general meeting or adjourned meeting at which the poll was taken. The chairman may, in the event of a poll, appoint scrutineers (who need not be members of the Society) and may adjourn the meeting or adjourned meeting to some hour, date and place fixed by him for the purpose of declaring the result of the poll. 15.11 A poll demanded on any question shall not prevent the continuance of a general meeting for the transaction of any business other than that upon which the poll has been demanded. 15 of 41
15.12 Voting papers to be used on a poll shall be valid only if they are issued by the Society. Rule 16 - Entitlement of Members to Vote on Resolutions 16.1 In this Rule voting date means: a) the date of the general meeting at which the resolution is intended to be moved; or b) in the case of a member appointing a proxy to vote instead of him at a general meeting, the date the Society specifies as the final date for the receipt of instruments appointing proxies to vote on that resolution. 16.2 A member whose contributions are not in arrears at the voting date, is entitled to one vote on a resolution (whether special or ordinary and whether on a show of hands or a poll). In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a casting vote in addition to any other vote he may have. 16.3 The holder of a power of attorney from a person who is a member and who is entitled to vote under Rule16.2 shall, if the power of attorney is duly deposited at the registered office of the Society and if the power has the effect of authorising the holder to exercise the rights of the member under these Rules, be entitled to vote in all circumstances as if he were a member and in the member s stead. 16.4 A member who is entitled to vote under Rule 16.2, and in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, by his receiver, curator bonis or other representative in that behalf appointed by that court. Any such receiver, curator bonis or other representative or any holder of a power of attorney in accordance with Rule 16.3 may vote by proxy or in person either on a show of hands or on a poll. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the registered office of the Society not less than 2 clear days before the day appointed for holding the general meeting or adjourned general meeting, at which the right to vote is to be exercised, and in default, the right to vote shall not be exercisable. 16.5 The right to vote shall (subject to Rule 17) be limited to those persons on whom this Rule 16 confers a right to vote. 16.6 Subject to Rules 16.2, 16.3 and 16.4, on a poll, every member shall have one vote which may be given either in person or by proxy. Rule 17 - Appointment of Proxies 17.1 A member entitled to attend and vote at a general meeting of the Society: 16 of 41
a) may appoint one person whether a member or not as his proxy to attend and, on a poll, to vote at the general meeting instead of him; and b) may direct the proxy how to vote at the meeting. 17.2 The instrument appointing a proxy and any power of attorney or other authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Board shall: a) be deposited at the registered office of the Society, or such other place in the United Kingdom as is specified in the notice of general meeting, not less than 48 hours before the time appointed for holding the general meeting, or adjourned general meeting at which the person named in such instrument proposes to vote; or b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the general meeting at which the poll was demanded to the chairman of the general meeting or any member of the Board present at the general meeting; and in default the instrument shall not be treated as valid. 17.3 An instrument appointing a proxy shall be in such form as the Board may from time to time determine and contain such declarations required by the Act. 17.4 The Society may add to any instrument issued by it in accordance with Rule 17.3 any explanatory notes it may think fit to assist appointers. 17.5 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll but, save as provided by this Rule 17, a proxy shall have no right to speak at a general meeting. 17.6 If a member who, at the final date for the receipt of instruments of proxy determined under Rule 17.2, is entitled to attend and vote at the general meeting appoints a person as a proxy to vote instead of him at that general meeting and then ceases after that date to be so entitled, that person may notwithstanding Rule 16.2 act as the member s proxy at that meeting. 17.7 A vote given or poll demanded in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or mental disorder of the appointor or revocation of the proxy or of the authority under which the proxy was executed, provided that no notice in writing of such death, mental disorder, revocation or transfer as aforesaid shall have been received by the Society at its registered office or such other place as the proxy may be required to be delivered before the commencement of the general meeting or adjourned general meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. 17 of 41
Rule 18 - Board of Directors 18.1 The business and activities of the Society and any business or activity that the Society proposes to carry on shall be under the direction of a Board of Directors constituting the Committee of Management of the Society for the purposes of the Act and consisting of not more than 12 nor (subject to the provisions of Rule 27.6) less than 5 members and the Board may from time to time resolve the number who together shall constitute the Board within these limitations. Save as otherwise provided in these Rules, the manner in which the Society carries on any of its businesses or activities (including but not limited to the activities contained in Schedule 5 to the Act) shall be determined by the Board in its discretion and the Board shall have the power to set up and administer any funds of the Society necessary to enable the Society to carry on any of its activities. 18.2 Subject to the provisions of the Act, the Memorandum and these Rules and to any directions given by special resolution, the business of the Society shall be managed by the Board who may exercise all the powers of the Society. 18.3 No alteration of the Memorandum or these Rules and no direction made in accordance with Rule18.2 above shall invalidate any prior act of the Board which would have been valid if that alteration has not been made or that direction had not been given. 18.4 Without prejudice to the generality of the foregoing Rules 18.1, 18.2 and 18.3, the Board: a) shall ensure the direction and management of all affairs and business of the Society; (i) (ii) (iii) (iv) by a sufficient number of persons, fit and proper to be Board members or other officers, in their respective positions; with prudence and integrity; in the best interests of the members and in accordance with best practice; and in accordance with the Memorandum and these Rules, and with the Act; b) shall supervise the activities of any subsidiary, jointly controlled body or branch of the Society; c) subject to Rule 18.6, may make, vary or revoke regulations for the conduct of business at its meetings, including, but not limited to: (i) (ii) quorums; voting rights, including casting votes; 18 of 41
(iii) (iv) special meetings; and minutes of meetings. d) may pay out of the funds of the Society (including the Management Fund) the expenses of the Society and such sums as the Board may deem necessary or expedient to be paid in the interests of the Society, but no Board member (other than a holder of any executive office) shall receive any payment save as is authorised by these Rules; e) may make, vary or revoke regulations for the conduct of all affairs and business of the Society, provided that the same are not inconsistent with the Memorandum and these Rules, and with the Act; and f) may authorise the use of all forms, instruments and other documents that it may deem necessary for the proper conduct of the business of the Society. 18.5 The validity of any proceedings or acts of the Board shall not be affected by any vacancy among the members or by any defect in the appointment of a member of the Board. 18.6 A quorum shall be formed by one half of the number of members of the Board from time to time (or where the number of Board members is not divisible by two, the quorum shall be formed by the whole number nearest to one half of the number of Board members, rounding upwards) provided in each case, that the majority of such members forming the quorum do not perform full-time duties for the Society. Every question shall be decided by a majority of votes; and if the votes are equal the person presiding over the meeting shall have a casting vote in addition to his vote as a Board member. The person presiding over the meeting shall always be a member of the Board who does not perform full-time duties for the Society. A resolution in writing signed by all entitled to attend and vote at the relevant meeting of the Board shall be valid and effective as if it had been passed a duly convened and constituted Board meeting and for these purposes "in writing" shall include such form, including as to signature, as the Board may accept for the purpose. 18.7 Members of the Board (or of any Committee of the Board) may in order to consider and transact business convene together all or some through the medium of one or more conference telephone or videophone or other communications equipment whereby all persons participating may hear each other and be heard sufficiently to permit contemporaneous exchange and debate. Subject to the notice and quorum provisions of these Rules being observed each such convention shall be deemed to constitute a meeting and participation in a meeting in such manner shall be deemed to constitute presence in person at such meeting. If a majority of such participants in such convention are present in person in one place that place shall be deemed the location of the meeting. Voting in any such convention shall be by way of a poll taken orally. A resolution passed at any meeting of the Board held in accordance with this Rule 18.7 and signed by the chairman of the meeting shall be valid and effectual as if it had been passed at a meeting of the Board duly convened and held 19 of 41
18.8 Any 5 members of the Board may requisition a special general meeting by giving 35 days notice in writing to the Secretary, but at such special general meeting no other business than that specified in the notice shall be taken into consideration. 18.9 The Board may appoint Committees of three or more of their members for such purposes as the Board thinks fit. 18.10 The Board, or such Committee as may be delegated powers to act as the Board, shall meet at least once every quarter save for the Audit Committee which shall meet at such frequency as the Board or such Committee may determine. 18.11 Each member of the Board shall be entitled to receive notice of each meeting of the Board and of each Committee of which he is a member. For this purpose, notice shall be at least 7 days (unless such notice is waived by the meeting) and shall be given either in writing or by telephone by the Secretary. Rule 19 - Eligibility and Election of Board of Directors 19.1 No individual shall, subject to applicable law, be elected or appointed as a Board member unless: a) either he will be less than 70 years of age at the date on which the election, or in the case of any appointment under Rule 27, the appointment, would take effect or, if he will be more than 70 years of age at the date of which the election would take effect, he has been approved as eligible to be so elected by resolution of the Board and his age and the reasons for the Board's approval of his eligibility have been notified to every person entitled to vote at the election; b) he is a member of the Society, holds a product with the Society or with one of its subsidiaries and is not in arrears with his contributions; c) he is not a minor; d) (except in the case of appointment under Rule 27, nomination under Rule 19.4 or where a Board member retires under Rule 28), a form nominating him, signed by not less than 50 members who comply with the requirements of Rule 19.3 and addressed to the Secretary, has been delivered at the registered office of the Society during the hours of public business of the Society between the first and fifteenth days of the last month of the financial year preceding the annual general meeting at which the vacancy in respect of which he is nominated is to be filled. The nomination form shall contain the full name, address, age and occupation of the person nominated, his consent to be so nominated, and the full names and addresses of the members proposing his nomination. The nomination form shall be dated with the date of its delivery at the registered office of the Society and that date shall be deemed to be the date of nomination for the purpose of Rule 19.3; and 20 of 41