South Devon & Channel Shellfishermen is a not-for-profit collective of individuals with an interest in crab, lobster and other low impact fisheries. We are governed by the rules of the Industrial and Provident Societies Act 1965, as amended. Our rules of governance are detailed below:
Rules of South Devon and Channel Shellfishermen limited.
1. Name
The Society shall be called ''South Devon and Channel Shellfishermen Limited''.
2. Objects
The objects for which the society is established are to carry on business as fishermen and wholesale and retail dealers in fish, boats, gear and other fishing requirements and in goods of any descriptions whatsoever, and generally to conduct any trade or business conducive to the benefit of fishermen or the development of the fishing industry in any of its branches.
3. Powers
Rule summary: SD&CS can purchase, lease, acquire and dispose of leasehold or freehoold lands, shops or buildings. We can lend money to members if sanctioned by the committee and we can direct representatives to help us.
The Society shall have full powers to do all things necessary or expedient for the accomplishment of it objects including the powers:
a) to purchase, take on lease, higher, or otherwise acquire and dispose of any lands, shops or buildings with a freehold or leasehold
b) to lend money to its members, on security, at such rates of interest and on such terms as may be thought fit, and to guarantee the performance of contracts by members, customers and other persons having dealings with, or being interested in the Society.
c) to purchase or otherwise acquire and undertake all or any part of the business, property, liabilities and transactions of any person or persons, Society or Company carrying on any business which the society is authorised to carry on, or possessing property suitable for the purposes of the Society
d) to agree with any person or persons, Society or company, not being a member of the society, for profit sharing or other working arrangement, and for the purpose of carrying out any such agreement to depute the management of any business to a representative or agent with such powers as may be agreed on, and to confirm all necessary powers on any such agent or representative.
4. Registered office.
Our registered office is that out our Accountant, we do not have an office premises.
The registered office of the Society shall be Peter Diguiseppe Chartered Accountants, care of ; Witsend, 10 Poplar Close, Newton Abbot. TQ12 4PG
In the event of any change in the situation of the registered office, notice of such change shall be sent by the Secretary within 14 days thereafter to the registrar in the form prescribed by the Treasury regulations.
5. Use of name
The registered name of the Society shall be mentioned in legible characters in all business letters of the society, notices, advertisements, and other official publications of the society, and in all bills of exchange, promissory notes, endorsements, cheques, and orders from money or goods, purporting to be signed by or on behalf of of the society and in all bills invoices, receipts and letters of credit of the society.
6. Membership.
Rule summary: Applications for membership must be in writing and will be considered at the first committee meeting after the application has been received. All of our members are shareholders and can hold between £1 and £1000 worth of shares. We can cancel the shares of anyone expelled from the Association, but we can't expel you for 'misconduct' without giving you a chance to defend yourself.
(1) the members of the Society shall be the signatories to these rules and other such persons or societies as the committee may from time to time admit. Every member shall hold at least one transferable share but no member (other than a society registered or deemed to be registered under the Industrial and Provident Societies Act 1965) shall hold an interest in exceeding £1000 in the shares of the society.
(2) applications for membership must be made in writing, and upon the form supplied by the society.
(3) every application for admission shall be considered by the committee at their first meeting after it is made or so soon after as it is practicable, and if it is approved the name of the applicant shall, after payment of the share required by the rules to be held and any larger number of shares applied for and allowed thereby to be held, be entered into the register of members hereinafter mentioned. Notice of the admission shall be sent to the applicant at the address mentioned in the form of application within 14 days after such admission.
(4) every member at the time of his/hers becoming a member shall notify the secretary in writing of his/her address and subsequently of any change therein.
(5) if any member, after being warned in writing by the committee to desist from any conduct which the committee consider prejudicial to the society or contrary to the interest of other members or contrary to the rules persist in such conduct he/she may be expelled by the vote of two thirds of the members present and entitled to vote at the special general meeting. Provided that no member shall be expelled without first being given notice of the meeting at which the proposal to expel is to be perfect, specifying the alleged conduct, and opportunity being given to him/her to attend the meeting and advance a defence.
(6) the share or shares of any member so expelled to be cancelled, and the committee at its discretion, may pay to such member any sum not exceeding the value of any shares in the society held by him/her at the date of the resolution for his/her expulsion, subject to all debts owing by him/her to the society being paid in full. An entry referring to the minute of expulsion and the date of any payment as aforesaid shall be made in the register of members.
(7) if any member shall permanently leave the district in which the society operates, the committee may in their discretion pay to such member the nominal value of any shares in the society helped by such member, subject to all debts owned by him/her to the society being fully paid, and all shares held by such member shall be cancelled upon such payments being tendered whether the tender except it or not.
(8) a member shall cease to be a member in the following eventualities:
a. The member's death
b. The transfer of the members transferable share
c. The cancellation of all the members shares.
7. Shares
(1). The shares of the Society shall be of the nominal value of 1 pound each and shall be paid for in full on application. The first share allotted to any member shall be a transferable share and all other shares allotted shall be withdrable shares.
(2) Every transfer of shares shall be in the following form, or as near thereto as the case allows.
Form of transfer of shares;
South Devon and Channel Shellfishermen Limited, registered under the industrial and Provident societies act 1965. This instrument made the XX day of XX 19XX between A – XX , of XX, and B, XX of XX, witness than consideration of the sum of £X paid by the said (B) to me, I the said (A), share numbered XX now standing in my name in the books of the above named XX, to hold the said share upon the same conditions on which I now hold the same: and that I, the said be hit by except the said share subject to the said conditions.
In witness whereof we have hitherto set our hands.
Signature of transfer -
Signature of transferee -
(3) No transfer of a share shall be made, or if made, shall be valid and until the committee have consented thereto. No such consent shall be given while there is any sum standing to members credit in respect of any withdrawable shares. The committee may, on the application of a holder of transferable shares who has no sum standing to his/her credit inspect of any withdrable shares repay the amount paid up on such share in any case where they refused to confirm the transfer of any such share, or where the holder is unable to find a transferee and the shares shall thereupon be cancelled.
(4) The Secretary shall register every transfer of shares by making the appropriate entry relating to such transfer in the register and shall also make an appropriate entry therein relating to any cancellation of the shares under this rule.
(5) The consent of the committee to the transfer of any share account shall constitute the admission to membership of the person to whom the share is transferred.
(6). Withdrawable shares shall be allotted as the committee shall resolve. Such shares and the sums credited thereon shall be withdrawable on the application of a member and repayment shall be made within six months of the application for withdrawal.
(7) The right of withdrawal may be suspended by resolution of the committee. Such suspension may be either for an indefinite period of any time thereby fixed, but such resolution shall in all cases be subject to confirmation by the next general meeting, whether annual or special, and if not confirmed the suspension shall cease. Such suspension shall extend and applied to all notices of withdrawal which have been received and remain unpaid at the time such resolution is passed by the committee. The time (if any) fixed by such resolution or resolutions to that effect shall be subject to confirmation in the same manner as the original resolution and if not so confirmed the suspension shall cease. No member shall be allowed to withdraw share capital during any such period or periods of suspension. A notice of withdrawal given during any period of suspension shall be ineffectual and invalid.
(8) Upon payment to a member of the amount paid up or credited on any share withdrawn in accordance with this rule, the share shall be cancelled and the secretary shall make an appropriate entry relating to such cancellation in the register.
8. Loans.
The committee may obtain advances of money from members, banks and others for the purposes of the society and may secure repayment thereof by mortgages or charges on any of the society's property. The total amount so obtained shall not at any time exceed £30,000. In terms of repayment, rate of interest and any other conditions of such advances shall be determined by the committee from time to time provided that the rate of interest payable on monies borrowed (other than monies obtained by way of overdraft from the society's bankers or on a mortgage from a building society or bank's) shall not exceed 5% per annum or 1% per annum above the bank rate, which ever is the higher.
The Society shall not receive money on deposit.
9. Register of members.
(1) the Society shall keep at its registered office a register of its members in which the secretary shall enter the following particulars:
A) the names and addresses of the members
B) a statement of the number of shares held by each member and of the amount paid or agreed to be considered is paid on the shares of each member
C) a statement of other property on the society, whether in loans or otherwise, held by each member.
D) the date at which each person was entered in the register as a member, and the data which any person cease to be a member
E) the names and addresses of the officers of the society with the officers held by them respectively, and the dates on which the assumed office
(2) the Society shall so construct the register that is possible to open to inspection the particulars entered their in mentioned in paragraphs a, d, and e hereof without so opening to inspection the other particulars entered therein.
10. General meetings
1) the first general meeting of the Society after it is established shall be held at such a time and place as the original members fix, and subsequent general meetings shall be convened by the secretary and held once each year at such times as the committee determines, and if they do not direct otherwise, within three months after the end of each financial year, and such general meeting shall be called annual general meetings.
2) General meetings other than the Annual General Meeting shall be convened by the secretary, either on an order of the committee, or upon delivery to him/her of a requisition signed by not less than six members, and such general meetings shall be called special general meetings.
Should the secretary fail to convene a special general meeting within one month after delivery to him/her of such requisition, the members signing the requisition may convene such a meeting by giving such notice as is mentioned in the following paragraph.
3) The notice convening an annual general meeting shall state the time and place there of and the purpose for which it is convened and shall be given by fixing such notice conspicuously in the registered office and every place of business of the Society for seven calendar days before the day of the meeting, and otherwise as may have been directed at a previous meeting. In the end event of a special general meeting the same procedure shall be followed an addition and notice shall be posted to the registered address of the members not less than seven clear days before the day of the meeting.
4) at all general meetings the Chairman, or if he/she be not present, the vice-chairman, shall preside. Five members shall form a quorum.
5) every member present shall have one vote and when the votes are equal the then presiding Officer shall have a second or casting vote.
6) a member, being a society, shall be deemed to be present at any general meeting if the represented thereat by any officer or member of such society duly appointed for this purpose under its seal, and such officer or member may vote and otherwise act for the society at to general meeting as if he/she with a hold of the share or shares held by the society.
11. Officers and committee.
Rule summary: we have a Secretary, Beshlie Pool, who has been with us since 2015. Our committee is made up of individuals from the various sectors within our membership. Each year, at least two thirds of our committee should resign, though they are able to stand for re-election should they wish. New nominations for the position of Chairman, Vice Chairman or comittemen, need three days notice before the AGM.
1) The Society shall have the following officers, viz., a chairman, vice-chairman, a secretary and such number of committeemen (or women) not being more than nine, shall be determined from time to time by resolution of the society in general meeting. The chairman, vice-chairman and committeemen (or women), shall form the committee.
2). The secretary shall be elected at an annual general meeting and shall hold office during the pleasure of the society. All other officers shall continue in office until the next annual general meeting, when the chairman and the vice-chairman and one third, or the nearest number thereto, of the committee men (or women) shall retire, shall be eligible for re-election, and every such meeting the said vacancy shall be filled by an election by a majority of the members present and entitled to vote. In default of any nominations as hereinafter provided the retiring officers shall continue in office.
The order of retirement of the committeemen or women shall be fixed as far as practicable by a priority election, if necessary by a ballot.
Three days notice in writing shall be given to the secretary prior to a general meeting, of intention to nominate as chairman, vice-chairman, or committee man (or woman), any person other than those retiring from the respective offices.
3) any officer may be removed by resolution of a special general meeting
4) In case any officer shall die, resign, or be removed, or become unfit and cables act, the committee may at any time appoint a person to fill the vacancy until the next annual general meeting, unless the vacancy is previously filled at a special general meeting.
5) the officers other than the secretary shall receive such renumeration, if any, as may be decided from time to time at general meetings. The secretaries renumeration shall be fixed by the committee.
6) the committee may require of every officer having the receipt of all charge of any monies of the society either to enter into agreement or to become bound with or without surety as the committee may require, or to give the security of a guarantee society in such sum as the committee may direct, the rendering of voluntary account of all monies received or paid by him/her on account of the society and for the payment of all sums due from him/her to the society.
7) The committee shall meet at such times and places as may be agreed from time to time. The chairman, or if he or she be not present, the vice-chairman shall preside. Any three shall for a quorum. Every question shall be decided by majority of votes and if the votes are equal, the presiding officer shall have a second or casting vote in addition to his/hers and vote as member. Any three members of the committee may call a special meeting thereof , by giving seven days notice in writing to the Secretary.
8) The committee shall have full power to superintend and conduct the business of the society according to the rules thereof and, except as otherwise provided in these rules, to exercise on behalf of the Society for the purpose of accomplishing it objects the powers conferred upon the society by these rules or otherwise.
9) The Secretary shall act under the superintendence, direction and control of the committee, and shall perform such duties in addition to those prescribed by these rules as the committee may determine.
12. Audit
1) there shall be appointed in each year of account qualified auditor to audit the society's account and balance sheet that year. In this rule 'qualified auditor' means a person who is a qualified auditor under section 7 of the Friendly and Industrial and Provident Societies Act 1968.
2) none of the following persons shall be appointed as an auditor of the society:
A) an officer or servant of the society
B) a person who is a partner or in the employment of all who employs an officer or servant of the society
C) a body corporate.
3) save as provided in paragraph 4 of this rule every appointment of an auditor shall be made by resolution of a general meeting of the Society.
4) the first appointment of an auditor shall be made within three months of the registration of the society and shall be made by the committee if no general meeting of the Society is held within that time. The committee may appoint an auditor to fill any casual vacancy occurring between general meetings of the Society.
5) An auditor appointed to audit the accounts and balance sheet of the Society the preceding year of account (whether by an annual general meeting or by the committee) shall be reappointed as auditor of the Society for the current year of account (whether or not any resolution expressly reappointing him/her has been passed) unless
A) a resolution has been passed at a general meeting of the society appointing that somebody instead of him or her providing expressly that he or she shall not be reappointed. or
B) he/she has given to the society notice in writing of his/her unwillingness to be reappointed or
C) he/she is not a qualified auditor or as a person mentioned in paragraph 2 of this rule or
D) he/she has ceased to act as auditor of the society by reason of incapacity.
Providing that a retiring auditor shall not be automatically reappointed if notice of an intended resolution to appoint another person in his/her place has been given in accordance with paragraph 6 of this rule and the resolution cannot be proceeded with because of the death or incapacity of that person because that other person is not a qualified auditor, or is a person mentioned in paragraph 2 of this rule.
6) resolution at a general meeting of the society
A) appointing another person as an auditor in place of a retiring auditor or
B) providing expressly that a retiring auditor shall not be reappointed
shall not be effective unless notice of the intention to move it has been given to the society not less than 28 days before the meeting at which it is to be moved. On receipt by the Society of notice of such an intended resolution the Society shall forthwith send a copy of the notice to the retiring auditor. If it is practicable to do so the Society shall give notice to its members of the intended resolution at the same time and in the same manner as it gives notice in accordance with these rules of the meeting at which the resolution is to be moved or, if that is not practicable, by advertisement not less than 14 days before the said meeting in a newspaper circulating in the area in which the society conducts its business. Where the retiring auditor makes any representations in writing to the society with respect to the intended resolution or notifies the society that he/she intends to make such representations, the Society shall notify the members accordingly as required by section 6 of the friendly and industrial and Provident societies act 1968.
7) the auditor shall in accordance with section 9 of the Friendly and Industrial Provident Societies Act 1968 make a report to the society on the accounts examined by him/her and on the revenue account or accounts and the balance sheet of the Society for the year of account in respect of which he/she is appointed.
13. Inspection of books.
The any member or person having an interest in the funds of the Society shall be allowed to inspect his/her own account and the books containing the names of the members, including the particulars in the register of members, except those mentioned in paragraph 1B and 1C of rule 10, at all reasonable hours at the registered office of the society or at any place where they are kept, subject to such regulations as to the time manner of such inspections as may be made from time to time by the general meetings of the Society.
14. Annual return.
1) every year, not later than 31 March, whether return is made up to the date allowed by the registrar, not more than three months after such date, the Secretary shall send to the registrar the annual return in the form prescribed by the Chief registrar of Friendly Societies relating to its affairs for the period required by the act to be included in the return together with:
A) a copy of the report of the auditor on the Society's accounts for the period including the return, and
B) a copy of each balance sheet made during that period and of any report of the auditor on that balance sheet.
2) the Secretary shall be supplied with copies of the last annual return together with the report of the auditor on the accounts and balance sheet contained in the return, and have supplies such a copy gratuitously to every member or person having an interest in the funds of the society, on demand.
15. Balance sheets
1) the Society shall not publish any balance sheet which has not previously been audited by the society's auditor and any copy of the balance sheet published by the Society shall incorporate any report made their on by the auditor.
2) the committee shall lay before the annual meeting the accounts and annual return as auditor together with the report made thereon by the society's auditor.
3) the Society shall keep a copy of the last balance sheet for the time being together with the report made thereon by the society's auditor always hung up in a conspicuous place at the registered office.
16. Nominations proceedings on death.
1) Upon a claim being mande by the personal representative of a deceased member or the trustee in bankruptcy of a bankrupt member to any property in the society belonging to the deceased or monk bankrupt member of the committee shall transfer such property to which the personal representative or trustee in bankruptcy has become entitled as the personal representative or trustee of the bankrupt be made direct them.
2) A member may, in accordance wuit the Industrial and Provident Societies Act nominate any person or persons to whom (subject to the provisions of the act as to amount and the persons to whom a valid nomination may be made) any of his or her property in the society at the time of his or her death shall be transferred. On receiving satisfactory proof of death of a member who has made a nomination the committee shall if and to the extent that the nomination is valid under the said act either transfer or pay in accordance with the act the full value of the property compromised that that the full value of the property comprised in the nomination to the person entitled thereunder.
17. Depreciation
1) the values of fixed stock, plant and other assets shall be reduced to such rates as the committee shall determine.
18. Application of profits
The committee shall have power with the approval of the majority of members present and entitled to vote at the annual general meeting to set aside to general reserve out of the profits of the society such sum, if any, as it may determine an subject thereto the balance of profits may be applied:
A) in the payment of interest on share capital at a rate not exceeding 5% per annum or 1% per annum above the Bank of England minimum lending rate, whichever is higher
B) in payment of dividends to the members have traded with the society during the period to which the division relates according to the amount of their trade
C) in payment of dividends to non-members who have traded with the society during the period to which the division relates according to the amount of their trade, provided, however, that the sum so divided shall not exceed one half of the sum to which they would be entitled as members
D) making contributions for any purpose, whether within the objects of the Society or not.
19. Share interest and dividend not withdrawn.
All share interest and dividends not withdrawn by members within two calendar months after the date of the annual general meeting in which such payments are approved shall be applied in or towards the payment of shares, which shall be subject to the same conditions as to withdrawral are in force in respect of all of the shares, and shall be credited to the members respectively in the books of the society until the number of shares held by any member reaches the limit allowed by the Industrial and Provident Societies Act 1965, or any such lower limit as the annual general meeting may fix, after which they shall be credited to such members as loans withdrawable on such notice, being not less than one calendar month, as the committee may determine from time to time.
20. Investments
The committee may invest any part of the assets of the society in any manner expressly authorised by section 31 of the Industrial and Provident Societies Act 1965, but not otherwise.
21. Statutory application to the registrar
Any 10 members of the society, each of whom has been a member of the Society for not less than 12 months immediately preceding the date of the application, may apply to the registrar in the form prescribed by the Treasury regulations to appoint an accountant or actuary to inspect the books of the society and report thereon, pursuant to section 47 of the Industrial and Provident Societies Act 1965.
22. It shall be the right of one-tenth of the whole number of members, or if the number of member shall at any time exceed 1000 is shall be the right of 100 members, when application in writing to the chief registrar of friendly societies, signed by them in the forms respectably prescribed by the Treasury regulations:
A) to apply the appointment of an inspector or inspectors to examine into the affairs of the society and report thereon or:
B) to apply for the calling of a special meeting of the Society.
23. Voluntary dissolution
The Society may at any time be dissolved by the consent of three fourths of the members, testified by their signatures to an instrument dissolution in the form provided by the Treasury regulations, or by winding up in a manner provided by the Industrial and Provident Societies Act 1965.
24. Copies of rules
The rules are held online, on our website www.shellfishermen.org under 'Governance'. It shall be the duty of the secretary to deliver to any person on demand copy of such rules, on payment of an appropriate sum to cover printing and postage.
25. Amendment of rules
1. No new rule shall be made, nor shall any of the rules hearing contained or hereafter to be made amended or rescinded unless with the consent of the majority of the members present at a general meeting specially called for that purpose.
2. no new rule, or amendment of the rule is valid until registered.
26.Disputes
1. If any dispute shall arise between a member or any person aggrieved who has for not more than six months ceased to be a member, or any person claiming through such member or person aggrieved, or under the rules, and the society, or an officer thereof, it shall be decided by reference to arbitration.
2. Five arbitrators shall be elected by the society, none of them being directly or indirectly interested in the funds of the society: and its each case of dispute the names of the arbitrators shall be written on pieces of paper and placed in a box or glass, and the three whose names are first drawn drawn by the complaining party, or by someone appointed by him or her or if there is more than one such party, by that party whose name comes first in alphabetical order, shall be the arbitrators to decide on the matter in dispute. In case of a vacancy or vacancies, another arbitrator, or other arbitrators, shall be elected at a general meeting.
3. The decision of the arbitrators or a majority of them, both as regards the matter in dispute and the cost of the arbitration shall be final and binding on all parties.
End of rules
1. Name
The Society shall be called ''South Devon and Channel Shellfishermen Limited''.
2. Objects
The objects for which the society is established are to carry on business as fishermen and wholesale and retail dealers in fish, boats, gear and other fishing requirements and in goods of any descriptions whatsoever, and generally to conduct any trade or business conducive to the benefit of fishermen or the development of the fishing industry in any of its branches.
3. Powers
Rule summary: SD&CS can purchase, lease, acquire and dispose of leasehold or freehoold lands, shops or buildings. We can lend money to members if sanctioned by the committee and we can direct representatives to help us.
The Society shall have full powers to do all things necessary or expedient for the accomplishment of it objects including the powers:
a) to purchase, take on lease, higher, or otherwise acquire and dispose of any lands, shops or buildings with a freehold or leasehold
b) to lend money to its members, on security, at such rates of interest and on such terms as may be thought fit, and to guarantee the performance of contracts by members, customers and other persons having dealings with, or being interested in the Society.
c) to purchase or otherwise acquire and undertake all or any part of the business, property, liabilities and transactions of any person or persons, Society or Company carrying on any business which the society is authorised to carry on, or possessing property suitable for the purposes of the Society
d) to agree with any person or persons, Society or company, not being a member of the society, for profit sharing or other working arrangement, and for the purpose of carrying out any such agreement to depute the management of any business to a representative or agent with such powers as may be agreed on, and to confirm all necessary powers on any such agent or representative.
4. Registered office.
Our registered office is that out our Accountant, we do not have an office premises.
The registered office of the Society shall be Peter Diguiseppe Chartered Accountants, care of ; Witsend, 10 Poplar Close, Newton Abbot. TQ12 4PG
In the event of any change in the situation of the registered office, notice of such change shall be sent by the Secretary within 14 days thereafter to the registrar in the form prescribed by the Treasury regulations.
5. Use of name
The registered name of the Society shall be mentioned in legible characters in all business letters of the society, notices, advertisements, and other official publications of the society, and in all bills of exchange, promissory notes, endorsements, cheques, and orders from money or goods, purporting to be signed by or on behalf of of the society and in all bills invoices, receipts and letters of credit of the society.
6. Membership.
Rule summary: Applications for membership must be in writing and will be considered at the first committee meeting after the application has been received. All of our members are shareholders and can hold between £1 and £1000 worth of shares. We can cancel the shares of anyone expelled from the Association, but we can't expel you for 'misconduct' without giving you a chance to defend yourself.
(1) the members of the Society shall be the signatories to these rules and other such persons or societies as the committee may from time to time admit. Every member shall hold at least one transferable share but no member (other than a society registered or deemed to be registered under the Industrial and Provident Societies Act 1965) shall hold an interest in exceeding £1000 in the shares of the society.
(2) applications for membership must be made in writing, and upon the form supplied by the society.
(3) every application for admission shall be considered by the committee at their first meeting after it is made or so soon after as it is practicable, and if it is approved the name of the applicant shall, after payment of the share required by the rules to be held and any larger number of shares applied for and allowed thereby to be held, be entered into the register of members hereinafter mentioned. Notice of the admission shall be sent to the applicant at the address mentioned in the form of application within 14 days after such admission.
(4) every member at the time of his/hers becoming a member shall notify the secretary in writing of his/her address and subsequently of any change therein.
(5) if any member, after being warned in writing by the committee to desist from any conduct which the committee consider prejudicial to the society or contrary to the interest of other members or contrary to the rules persist in such conduct he/she may be expelled by the vote of two thirds of the members present and entitled to vote at the special general meeting. Provided that no member shall be expelled without first being given notice of the meeting at which the proposal to expel is to be perfect, specifying the alleged conduct, and opportunity being given to him/her to attend the meeting and advance a defence.
(6) the share or shares of any member so expelled to be cancelled, and the committee at its discretion, may pay to such member any sum not exceeding the value of any shares in the society held by him/her at the date of the resolution for his/her expulsion, subject to all debts owing by him/her to the society being paid in full. An entry referring to the minute of expulsion and the date of any payment as aforesaid shall be made in the register of members.
(7) if any member shall permanently leave the district in which the society operates, the committee may in their discretion pay to such member the nominal value of any shares in the society helped by such member, subject to all debts owned by him/her to the society being fully paid, and all shares held by such member shall be cancelled upon such payments being tendered whether the tender except it or not.
(8) a member shall cease to be a member in the following eventualities:
a. The member's death
b. The transfer of the members transferable share
c. The cancellation of all the members shares.
7. Shares
(1). The shares of the Society shall be of the nominal value of 1 pound each and shall be paid for in full on application. The first share allotted to any member shall be a transferable share and all other shares allotted shall be withdrable shares.
(2) Every transfer of shares shall be in the following form, or as near thereto as the case allows.
Form of transfer of shares;
South Devon and Channel Shellfishermen Limited, registered under the industrial and Provident societies act 1965. This instrument made the XX day of XX 19XX between A – XX , of XX, and B, XX of XX, witness than consideration of the sum of £X paid by the said (B) to me, I the said (A), share numbered XX now standing in my name in the books of the above named XX, to hold the said share upon the same conditions on which I now hold the same: and that I, the said be hit by except the said share subject to the said conditions.
In witness whereof we have hitherto set our hands.
Signature of transfer -
Signature of transferee -
(3) No transfer of a share shall be made, or if made, shall be valid and until the committee have consented thereto. No such consent shall be given while there is any sum standing to members credit in respect of any withdrawable shares. The committee may, on the application of a holder of transferable shares who has no sum standing to his/her credit inspect of any withdrable shares repay the amount paid up on such share in any case where they refused to confirm the transfer of any such share, or where the holder is unable to find a transferee and the shares shall thereupon be cancelled.
(4) The Secretary shall register every transfer of shares by making the appropriate entry relating to such transfer in the register and shall also make an appropriate entry therein relating to any cancellation of the shares under this rule.
(5) The consent of the committee to the transfer of any share account shall constitute the admission to membership of the person to whom the share is transferred.
(6). Withdrawable shares shall be allotted as the committee shall resolve. Such shares and the sums credited thereon shall be withdrawable on the application of a member and repayment shall be made within six months of the application for withdrawal.
(7) The right of withdrawal may be suspended by resolution of the committee. Such suspension may be either for an indefinite period of any time thereby fixed, but such resolution shall in all cases be subject to confirmation by the next general meeting, whether annual or special, and if not confirmed the suspension shall cease. Such suspension shall extend and applied to all notices of withdrawal which have been received and remain unpaid at the time such resolution is passed by the committee. The time (if any) fixed by such resolution or resolutions to that effect shall be subject to confirmation in the same manner as the original resolution and if not so confirmed the suspension shall cease. No member shall be allowed to withdraw share capital during any such period or periods of suspension. A notice of withdrawal given during any period of suspension shall be ineffectual and invalid.
(8) Upon payment to a member of the amount paid up or credited on any share withdrawn in accordance with this rule, the share shall be cancelled and the secretary shall make an appropriate entry relating to such cancellation in the register.
8. Loans.
The committee may obtain advances of money from members, banks and others for the purposes of the society and may secure repayment thereof by mortgages or charges on any of the society's property. The total amount so obtained shall not at any time exceed £30,000. In terms of repayment, rate of interest and any other conditions of such advances shall be determined by the committee from time to time provided that the rate of interest payable on monies borrowed (other than monies obtained by way of overdraft from the society's bankers or on a mortgage from a building society or bank's) shall not exceed 5% per annum or 1% per annum above the bank rate, which ever is the higher.
The Society shall not receive money on deposit.
9. Register of members.
(1) the Society shall keep at its registered office a register of its members in which the secretary shall enter the following particulars:
A) the names and addresses of the members
B) a statement of the number of shares held by each member and of the amount paid or agreed to be considered is paid on the shares of each member
C) a statement of other property on the society, whether in loans or otherwise, held by each member.
D) the date at which each person was entered in the register as a member, and the data which any person cease to be a member
E) the names and addresses of the officers of the society with the officers held by them respectively, and the dates on which the assumed office
(2) the Society shall so construct the register that is possible to open to inspection the particulars entered their in mentioned in paragraphs a, d, and e hereof without so opening to inspection the other particulars entered therein.
10. General meetings
1) the first general meeting of the Society after it is established shall be held at such a time and place as the original members fix, and subsequent general meetings shall be convened by the secretary and held once each year at such times as the committee determines, and if they do not direct otherwise, within three months after the end of each financial year, and such general meeting shall be called annual general meetings.
2) General meetings other than the Annual General Meeting shall be convened by the secretary, either on an order of the committee, or upon delivery to him/her of a requisition signed by not less than six members, and such general meetings shall be called special general meetings.
Should the secretary fail to convene a special general meeting within one month after delivery to him/her of such requisition, the members signing the requisition may convene such a meeting by giving such notice as is mentioned in the following paragraph.
3) The notice convening an annual general meeting shall state the time and place there of and the purpose for which it is convened and shall be given by fixing such notice conspicuously in the registered office and every place of business of the Society for seven calendar days before the day of the meeting, and otherwise as may have been directed at a previous meeting. In the end event of a special general meeting the same procedure shall be followed an addition and notice shall be posted to the registered address of the members not less than seven clear days before the day of the meeting.
4) at all general meetings the Chairman, or if he/she be not present, the vice-chairman, shall preside. Five members shall form a quorum.
5) every member present shall have one vote and when the votes are equal the then presiding Officer shall have a second or casting vote.
6) a member, being a society, shall be deemed to be present at any general meeting if the represented thereat by any officer or member of such society duly appointed for this purpose under its seal, and such officer or member may vote and otherwise act for the society at to general meeting as if he/she with a hold of the share or shares held by the society.
11. Officers and committee.
Rule summary: we have a Secretary, Beshlie Pool, who has been with us since 2015. Our committee is made up of individuals from the various sectors within our membership. Each year, at least two thirds of our committee should resign, though they are able to stand for re-election should they wish. New nominations for the position of Chairman, Vice Chairman or comittemen, need three days notice before the AGM.
1) The Society shall have the following officers, viz., a chairman, vice-chairman, a secretary and such number of committeemen (or women) not being more than nine, shall be determined from time to time by resolution of the society in general meeting. The chairman, vice-chairman and committeemen (or women), shall form the committee.
2). The secretary shall be elected at an annual general meeting and shall hold office during the pleasure of the society. All other officers shall continue in office until the next annual general meeting, when the chairman and the vice-chairman and one third, or the nearest number thereto, of the committee men (or women) shall retire, shall be eligible for re-election, and every such meeting the said vacancy shall be filled by an election by a majority of the members present and entitled to vote. In default of any nominations as hereinafter provided the retiring officers shall continue in office.
The order of retirement of the committeemen or women shall be fixed as far as practicable by a priority election, if necessary by a ballot.
Three days notice in writing shall be given to the secretary prior to a general meeting, of intention to nominate as chairman, vice-chairman, or committee man (or woman), any person other than those retiring from the respective offices.
3) any officer may be removed by resolution of a special general meeting
4) In case any officer shall die, resign, or be removed, or become unfit and cables act, the committee may at any time appoint a person to fill the vacancy until the next annual general meeting, unless the vacancy is previously filled at a special general meeting.
5) the officers other than the secretary shall receive such renumeration, if any, as may be decided from time to time at general meetings. The secretaries renumeration shall be fixed by the committee.
6) the committee may require of every officer having the receipt of all charge of any monies of the society either to enter into agreement or to become bound with or without surety as the committee may require, or to give the security of a guarantee society in such sum as the committee may direct, the rendering of voluntary account of all monies received or paid by him/her on account of the society and for the payment of all sums due from him/her to the society.
7) The committee shall meet at such times and places as may be agreed from time to time. The chairman, or if he or she be not present, the vice-chairman shall preside. Any three shall for a quorum. Every question shall be decided by majority of votes and if the votes are equal, the presiding officer shall have a second or casting vote in addition to his/hers and vote as member. Any three members of the committee may call a special meeting thereof , by giving seven days notice in writing to the Secretary.
8) The committee shall have full power to superintend and conduct the business of the society according to the rules thereof and, except as otherwise provided in these rules, to exercise on behalf of the Society for the purpose of accomplishing it objects the powers conferred upon the society by these rules or otherwise.
9) The Secretary shall act under the superintendence, direction and control of the committee, and shall perform such duties in addition to those prescribed by these rules as the committee may determine.
12. Audit
1) there shall be appointed in each year of account qualified auditor to audit the society's account and balance sheet that year. In this rule 'qualified auditor' means a person who is a qualified auditor under section 7 of the Friendly and Industrial and Provident Societies Act 1968.
2) none of the following persons shall be appointed as an auditor of the society:
A) an officer or servant of the society
B) a person who is a partner or in the employment of all who employs an officer or servant of the society
C) a body corporate.
3) save as provided in paragraph 4 of this rule every appointment of an auditor shall be made by resolution of a general meeting of the Society.
4) the first appointment of an auditor shall be made within three months of the registration of the society and shall be made by the committee if no general meeting of the Society is held within that time. The committee may appoint an auditor to fill any casual vacancy occurring between general meetings of the Society.
5) An auditor appointed to audit the accounts and balance sheet of the Society the preceding year of account (whether by an annual general meeting or by the committee) shall be reappointed as auditor of the Society for the current year of account (whether or not any resolution expressly reappointing him/her has been passed) unless
A) a resolution has been passed at a general meeting of the society appointing that somebody instead of him or her providing expressly that he or she shall not be reappointed. or
B) he/she has given to the society notice in writing of his/her unwillingness to be reappointed or
C) he/she is not a qualified auditor or as a person mentioned in paragraph 2 of this rule or
D) he/she has ceased to act as auditor of the society by reason of incapacity.
Providing that a retiring auditor shall not be automatically reappointed if notice of an intended resolution to appoint another person in his/her place has been given in accordance with paragraph 6 of this rule and the resolution cannot be proceeded with because of the death or incapacity of that person because that other person is not a qualified auditor, or is a person mentioned in paragraph 2 of this rule.
6) resolution at a general meeting of the society
A) appointing another person as an auditor in place of a retiring auditor or
B) providing expressly that a retiring auditor shall not be reappointed
shall not be effective unless notice of the intention to move it has been given to the society not less than 28 days before the meeting at which it is to be moved. On receipt by the Society of notice of such an intended resolution the Society shall forthwith send a copy of the notice to the retiring auditor. If it is practicable to do so the Society shall give notice to its members of the intended resolution at the same time and in the same manner as it gives notice in accordance with these rules of the meeting at which the resolution is to be moved or, if that is not practicable, by advertisement not less than 14 days before the said meeting in a newspaper circulating in the area in which the society conducts its business. Where the retiring auditor makes any representations in writing to the society with respect to the intended resolution or notifies the society that he/she intends to make such representations, the Society shall notify the members accordingly as required by section 6 of the friendly and industrial and Provident societies act 1968.
7) the auditor shall in accordance with section 9 of the Friendly and Industrial Provident Societies Act 1968 make a report to the society on the accounts examined by him/her and on the revenue account or accounts and the balance sheet of the Society for the year of account in respect of which he/she is appointed.
13. Inspection of books.
The any member or person having an interest in the funds of the Society shall be allowed to inspect his/her own account and the books containing the names of the members, including the particulars in the register of members, except those mentioned in paragraph 1B and 1C of rule 10, at all reasonable hours at the registered office of the society or at any place where they are kept, subject to such regulations as to the time manner of such inspections as may be made from time to time by the general meetings of the Society.
14. Annual return.
1) every year, not later than 31 March, whether return is made up to the date allowed by the registrar, not more than three months after such date, the Secretary shall send to the registrar the annual return in the form prescribed by the Chief registrar of Friendly Societies relating to its affairs for the period required by the act to be included in the return together with:
A) a copy of the report of the auditor on the Society's accounts for the period including the return, and
B) a copy of each balance sheet made during that period and of any report of the auditor on that balance sheet.
2) the Secretary shall be supplied with copies of the last annual return together with the report of the auditor on the accounts and balance sheet contained in the return, and have supplies such a copy gratuitously to every member or person having an interest in the funds of the society, on demand.
15. Balance sheets
1) the Society shall not publish any balance sheet which has not previously been audited by the society's auditor and any copy of the balance sheet published by the Society shall incorporate any report made their on by the auditor.
2) the committee shall lay before the annual meeting the accounts and annual return as auditor together with the report made thereon by the society's auditor.
3) the Society shall keep a copy of the last balance sheet for the time being together with the report made thereon by the society's auditor always hung up in a conspicuous place at the registered office.
16. Nominations proceedings on death.
1) Upon a claim being mande by the personal representative of a deceased member or the trustee in bankruptcy of a bankrupt member to any property in the society belonging to the deceased or monk bankrupt member of the committee shall transfer such property to which the personal representative or trustee in bankruptcy has become entitled as the personal representative or trustee of the bankrupt be made direct them.
2) A member may, in accordance wuit the Industrial and Provident Societies Act nominate any person or persons to whom (subject to the provisions of the act as to amount and the persons to whom a valid nomination may be made) any of his or her property in the society at the time of his or her death shall be transferred. On receiving satisfactory proof of death of a member who has made a nomination the committee shall if and to the extent that the nomination is valid under the said act either transfer or pay in accordance with the act the full value of the property compromised that that the full value of the property comprised in the nomination to the person entitled thereunder.
17. Depreciation
1) the values of fixed stock, plant and other assets shall be reduced to such rates as the committee shall determine.
18. Application of profits
The committee shall have power with the approval of the majority of members present and entitled to vote at the annual general meeting to set aside to general reserve out of the profits of the society such sum, if any, as it may determine an subject thereto the balance of profits may be applied:
A) in the payment of interest on share capital at a rate not exceeding 5% per annum or 1% per annum above the Bank of England minimum lending rate, whichever is higher
B) in payment of dividends to the members have traded with the society during the period to which the division relates according to the amount of their trade
C) in payment of dividends to non-members who have traded with the society during the period to which the division relates according to the amount of their trade, provided, however, that the sum so divided shall not exceed one half of the sum to which they would be entitled as members
D) making contributions for any purpose, whether within the objects of the Society or not.
19. Share interest and dividend not withdrawn.
All share interest and dividends not withdrawn by members within two calendar months after the date of the annual general meeting in which such payments are approved shall be applied in or towards the payment of shares, which shall be subject to the same conditions as to withdrawral are in force in respect of all of the shares, and shall be credited to the members respectively in the books of the society until the number of shares held by any member reaches the limit allowed by the Industrial and Provident Societies Act 1965, or any such lower limit as the annual general meeting may fix, after which they shall be credited to such members as loans withdrawable on such notice, being not less than one calendar month, as the committee may determine from time to time.
20. Investments
The committee may invest any part of the assets of the society in any manner expressly authorised by section 31 of the Industrial and Provident Societies Act 1965, but not otherwise.
21. Statutory application to the registrar
Any 10 members of the society, each of whom has been a member of the Society for not less than 12 months immediately preceding the date of the application, may apply to the registrar in the form prescribed by the Treasury regulations to appoint an accountant or actuary to inspect the books of the society and report thereon, pursuant to section 47 of the Industrial and Provident Societies Act 1965.
22. It shall be the right of one-tenth of the whole number of members, or if the number of member shall at any time exceed 1000 is shall be the right of 100 members, when application in writing to the chief registrar of friendly societies, signed by them in the forms respectably prescribed by the Treasury regulations:
A) to apply the appointment of an inspector or inspectors to examine into the affairs of the society and report thereon or:
B) to apply for the calling of a special meeting of the Society.
23. Voluntary dissolution
The Society may at any time be dissolved by the consent of three fourths of the members, testified by their signatures to an instrument dissolution in the form provided by the Treasury regulations, or by winding up in a manner provided by the Industrial and Provident Societies Act 1965.
24. Copies of rules
The rules are held online, on our website www.shellfishermen.org under 'Governance'. It shall be the duty of the secretary to deliver to any person on demand copy of such rules, on payment of an appropriate sum to cover printing and postage.
25. Amendment of rules
1. No new rule shall be made, nor shall any of the rules hearing contained or hereafter to be made amended or rescinded unless with the consent of the majority of the members present at a general meeting specially called for that purpose.
2. no new rule, or amendment of the rule is valid until registered.
26.Disputes
1. If any dispute shall arise between a member or any person aggrieved who has for not more than six months ceased to be a member, or any person claiming through such member or person aggrieved, or under the rules, and the society, or an officer thereof, it shall be decided by reference to arbitration.
2. Five arbitrators shall be elected by the society, none of them being directly or indirectly interested in the funds of the society: and its each case of dispute the names of the arbitrators shall be written on pieces of paper and placed in a box or glass, and the three whose names are first drawn drawn by the complaining party, or by someone appointed by him or her or if there is more than one such party, by that party whose name comes first in alphabetical order, shall be the arbitrators to decide on the matter in dispute. In case of a vacancy or vacancies, another arbitrator, or other arbitrators, shall be elected at a general meeting.
3. The decision of the arbitrators or a majority of them, both as regards the matter in dispute and the cost of the arbitration shall be final and binding on all parties.
End of rules