| PART C | SHAREHOLDERS AND GENERAL MEETINGS |
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| Obligations of shareholders |
| Cl | All shareholdersagree to be bound by the obligations on them as set out in these rules. When acting as shareholders they shall act at all times in the interests of the association and, for the benefit of the community, as guardians of the objects of the association. |
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| Nature of shares |
| C2 | Th-eassociation's share capital shall be raised by the issue of shares. Each share has the nominal value of one pound which shall carry no right to interest, dividend or bonus. |
| C3 | Only shares held by the nominee of an unincorporated body (alone or jointly with other nominees) can be transferred and only to a new nominee (alone or jointly with other nominees). |
| C4 | When a shareholder ceases to be a shareholder or is expelled from the association, his or her share shall be cancelled. The amount paid up shall become the property of the association. |
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| Nature of shareholders |
| C5 | A shareholder of the association is a person or body whose name and address is
entered in the register of shareholders |
| C6 | The followingcannot be shareholders: | C6.1 | a minor; | | C6.2 | a person who has been expelled as a shareholder,unless authorisedby special resolution at a general meeting | | C6.3 | an employee of the association or an employee of any other body whose accounts must be consolidatedwith those of the association |
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| C7 | A shareholder can be the nominee of an unincorporated body. In such cases the register shall contain the name and address of the shareholder, and shall designate the shareholder as the nominee of a named unincorporated body. The address of the unincorporated body shall also be entered in the register if it differs from the address of the shareholdernominee. |
| C8 | A corporate body can be a shareholder. It can appoint an individual to exercise its rights at general meetings. Any such appointment shall be in writing, and given to the secretary. |
| C9 | No shareholder shall hold more than one share and each share shall carry only one vote |
| CIO | A share cannot be held jointly unless by nominees of an unincorporated body. |
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| Admission of shareholders |
| CII | 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 such policies. No tenant can be admitted as a shareholder if, on admission, more than onethird of the shareholderswould be tenants. |
| CI2 | An applicant for a share shall apply in writing to the association's registered office: | C12.1 | setting out their reasons for applying and their qualifications in accordance with the association's policies; and | | C12.2 | pay the sum of one pound (which shall be returned to them if the application is not approved). |
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| C13 | Every application shall be considered by the board in accordance with rule Cii. The board has the power in its absolute discretion to accept or reject the application. If the application is approved the name of the applicant and the other necessary particulars shall be entered in the register of shareholders. One share in the association shall be issued to the applicant. |
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| Ending of shareholding |
| C14 | A shareholder shall cease to be a shareholderif: | C14.1 | they die; or | | C14.2 | they are expelled under rule C15; or | | C14.3 | they withdraw from the association by giving one month's notice to the secretary; or | | C14.4 | they do not participate in, nor deliver written apologies in advance to, a general meeting of the association in the period starting with one annual general meeting up to and including the next annual general meeting; or | | C14.5 | in the case of a body corporate it ceases to be a body corporate; or | | C14.6 | in the case of the nominee of an unincorporated body, they transfer their share to another nominee of that body |
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| CI5 | A shareholder may only be expelled by a special resolution at a special general meeting called by the board. | C15.1 | The board must give the shareholder at least one month's notice in writing of the general meeting. The notice to the shareholders must set out the particulars of the complaint of conduct detrimental to the association, and must request the shareholder to attend the meeting to answer the complaint. | | C15.2 | At the general meeting called for this purpose the shareholders shall consider the evidence presented by the board and by the shareholder (if any). The meeting may take place even if the shareholder does not attend. | | C15.3 | If the resolution to expel the shareholder is passed in accordance with this rule, the shareholder shall immediately cease to be a shareholder. |
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| Annual general meeting |
| C16 | The association shall hold a general meeting called the annual general meeting within six calendarmonths after the close of each of its financial years. |
| C17 | The functionsof the annual general meeting shall be: | C17.1 | to receive the annual report which shall contain - the revenue accounts and balance sheets for the last accountingperiod
- the auditor's report (if one is required by law) on those accounts and balance sheets
- the board's report on the affairs of the association
- the board's statement of the values and objectives of the association
- a statement of the current obligations of board members to the board and the association
- a statement of the skills, qualities and experience required by the board amongst its members
- the policy for admitting new shareholders
- the procedure for electing tenant board members
| | CI7.2 | to appoint the auditor (if one is required by law); | | CI7.3 | to elect board member if applicable; | | CI7.4 | to transact any other general business of the association set out in the notice convening the meeting including any business that requires a special resolution. |
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| Special general meetings |
| C 18 | All general meetings other than annual general meetings shall be special general meetings and shall be convened either: | CI8.1 | upon an order of the board; or | | C18.2 | upon a written requisition signed by one-tenth of the shareholders (to a maximum of twenty- five but not less than three) stating the business for which the meeting is to be convened; | | C18.3 | if within twenty-eight days after delivery of a requisition to the secretary a meeting is not convened, the members who have signed the requisition may convene a meeting. |
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| C19 | A special general meeting shall not transact any business that is not set out in the
notice convening the meeting. |
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| Calling a general meeting |
| C20 | All general meetings shall be convened by at least fourteen clear days' written notice posted or delivered or sent by fax or email to every member at the address fax number or email address given in the share register. The notice shall state whether the meeting is an annual or special general meeting, the time, date and place of the meeting, and the business for which it is convened. |
| C21 | Any accidental failure to get any notice to any shareholder, shall not invalidate the proceedings at that general meeting. A notice or communication sent by post to a shareholder at their address shown in the register of shareholders shall be deemed to have arrivedtwo days after being posted. |
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| Proceedings at general meetings |
| C22 | Before any general meeting can start its business there must be a quorum present. A quorum is one-tenth of all shareholders with a minimum number of six and a maximum number of 25. As part of the quorum at least two shareholders must be present in person. |
| C23 | A meeting held as a result of a shareholder's requisition will be dissolved if too few shareholdersare present half an hour after the meeting should begin. |
| C24 | All other general meetings with too few shareholders will be adjourned to the same day, at the same time and place in the following week. If too few shareholders are present within half an hour of the time the adjourned meeting should have started, those shareholderspresent shall carry out the business of the meeting. |
| C25 | The chair of any generalmeeting can: | C25.1 | take the business of the meeting in any order that the chairmay decide; and | | C25.2 | adjourn the meeting if the majority of the shareholderspresent in person or by proxy agree. An adjourned meeting can only deal with matters adjourned from the original meeting. An adjourned meeting is a continuation of the original meeting. The date of all resolutions passed is the date they were passed (as opposed to the date of the original meeting). There is no need to give notice of an adjournment or to give notice of the business to be transacted. |
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| C26 | At all general meetingsof the association the chair of the board shall preside. If there is no such chair or if the chair is not present or is unwilling to act, the deputy chair (if any) shall chair the meeting, failing which the shareholders present shall elect a shareholder to chair the meeting. The person elected shall be a memberof the board if one is present and willing to act |
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| Proxies |
| C27 | A proxy can be appointed by delivering a written appointment to the registered office at least two days before the date of the meeting at which the proxy is authorised to vote. It must be signed by the shareholder or a duly authorised attorney. Any proxy form delivered late shall be invalid. Any question as to the validity of a proxy shall be determined by the chair of the meeting whose decision shall be final. A proxy need not be a shareholder of the association. |
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| Voting |
| C28 | Subject to the provisions of these rules or of any statute, a resolution put to the vote at a general meeting shall, except where a ballot is demanded or directed, be decided upon a show of hands. |
| C29 | On a show of hands every shareholder present in person and on a ballot every shareholder present in person or by proxy shall have one vote. In the case of an equality of votes the chair of the meeting shall have a second or casting vote. |
| C30 | Unless a ballot is demanded (either before or immediately after the vote), a declaration by the chair that a resolution on a show of hands has been carried or lost, unanimously or by ~ particular majority, is conclusive. An entry made to that effect in the book containing the minutes of the proceedings of the association, shall be conclusive evidence of that fac |
| C31 | Any question as to the acceptability of any vote whether tendered personally or by proxy, shall be determined by the chair of the meeting, whose decision shall be final. |
| C32 | A ballot on a resolution may be demanded by any three shareholders at a meeting (in person or by proxy) or directed by the chair (and such demand or direction may be withdrawn). A ballot may be demanded or directed after a vote on the show of hands, and in that case the resolution shall be decided by the ballot. |
| C33 | A ballot shall be taken at the meeting at such time and in such manner as the chair shall direct. The result of such a ballot shall be deemed to be the resolution of the association in general meeting. |
