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Final Version: Board approval 18/10/05


le Homes Limited

ndustrial &
Provident Societies Act 1965




Green Va

Registered under the I
Register No.


Page 1

Part A Name and objects
A2 Objects
A3-A4 Non-profit
ssociation, board, and shareholders
B4-B6 Powers of the board
lders in general meeting
C and general meetings
l general meeting
C17-C19 Special general meeting
-C26 eedings at general meetings

ement of independent board members
D18-D19 Appointment and removal of council board members
D20-D22 Appointment and retirement of tenant board members
D23 Quorum for the board
D24-D32 Board members' interests
D33-D34 Meetings of the board
D35-D39 Management and delegation
D40-D45 Miscellaneous provisions

A1 Name

t B Par Powers of a

B1-B3 Powers
B7 Limited powers of shareho
B8-B9 General

Part Shareholders

C1 Obligations of shareh
C2-C Nature of shares 4
C5-C12 Nature of shareholders
C13-C14 Ending of s
C15-C16 Annua
C20-C21 Calling a general
C22 Proc
C27 Proxies
C28-C Voting

Part D The board

D1 Functions
D2-D12 Composition of the boar
D13-D17 Appointment and retir

Page 2
Part E Chair, vice chair, executive director, secretary and other officers
E3 e chair
4-E5 ponsibilities
E8 Other officers
l control and audit
F12 Annual returns and balance sheets
F16 Investment
ffice and name
G4-G9 Minutes, seal, registers and books
G10-G11 Statutory applications to the Financial Services Authority
G12 Amendment of rules
G13-G14 Dissolution
G15 Interpretation of terms

E1- The chair and vic
E The chair's res
E6 The executive dire
E7 The sec
E9-E10 s

t F a Par Financi

F1-F6 Auditor
F7- F8 Auditor's duti
F9-F11 Accounting re
F13- Borrowing

Part G Miscellaneous and statutory, registered o

stered office and G1-G2 Regi
G3 Disputes

Page 3

A1 A Green Vale Homes Limited ("the
A1.2 The association shall be a subsidiary of the parent.
T jects shall be to
A roviding housing, accommodation, and assistance to help
or people or for
sically or mentally)
or chronically sick people.
A2.2 any other charitable object that can be carried out by an Industrial and
stered as a social landlord with the Corporation.
A4 Nothing shall be paid or transferred by way of profit to shareholders of the
association but the association may, subject to all applicable law and regulations
transfer surpluses to the parent PROVIDED THAT such action is in accordance
with the association's charitable objects and such surplus is made subject to such
charitable trusts as may be required.

1.1 The name of the society shall be

A2 he association is formed for the benefit of the community. Its ob
arry on for the benefit of the community:
2.1 the business of p
house people and associated facilities and amenities for po
the relief of aged, disabled, handicapped (whether phy
Provident Society regi

The association shall not trade for profit.

Page 4

eve its objects, except as
B2 W er to:
B ings;
B on to housing;
B money or issue loan stock for
such security
B iary, parent or
tee, enter into
ecurity for the
e of the obligations of any subsidiary, parent or
terms as the
actions are in
table objects and are subject to such
charitable trusts as may be required.
money on deposit in any way
anking Act 1987 or any other

Powers of th
B4 s of the association shall be directed by the board.
5 g:
5.2 under these rules
all the powers of the association may be exercised by the board for and in the name
any of its
ees of the association on such terms as it
determines. Such delegation may include any of the powers and discretions of the
Limited p reholders in general meeting
B7 The association in general meeting can only exercise the powers of the association
expressly reserved to it by these rules or by statute.

B8 The certificate of an officer of the association that a power has been properly
exercised shall be conclusive as between the association and any third party acting
in good faith.

The association shall have power to do anything that a natural or corporate person
can lawfully do which is necessary or expedient to achi
xpressly prohibited in these rules.
ithout limiting its general powers the association shall have pow
2.1 take or grant any interest in land, or carry out works to build
2.2 help any charity or other body not trading for profit in relati
2.3 subject to rules F13, F14, and F15 borrow
the purposes of the association on such terms and on
including floating charges as the association thinks fit;
2.4 subject to rule F16 invest the funds of the association; and
2.5 lend money or borrow and/or lend money to any subsid
associate of the association which is a RSL, and/or guaran
any contract of indemnity or surety ship or provide s
borrowings or performanc
associate of the association which is a RSL on such
association shall think fit PROVIDED THAT such
accordance with the associations chari
B3 The association shall not have power to receive
which would require authorisation under the B
authority required by statute unless it has such authorisa
e board
The busines
B Apart from those powers which must be exercised in general meetin
B5.1 by statute; or
of the association.
B6 The board shall have power to delegate, in writing, the exercise of
powers to committees and to employ

owers of sha

Page 5
B9 any regulations
ot be obliged to see or enquire if the boards powers are restricted by such

A person acting in good faith who does not have actual notice of
shall n

Page 6

C1 set out in these
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
Nature of
es. Each share
terest, dividend
or jointly with
alone or jointly
ominees) of that unincorporated body.
en a shareholder ceases to be a shareholder or is expelled from the association,

person or body whose name and address is
e Both the parent and the council shall be
ll be divided into four classes as follows.

also become a
d in the register
reholders and
ers will be independent shareholders. Council board
mber may be
a C7.
C7 T n individual to
e ve and replace
s ts shall be in
C8 T
(a the association
(b) other persons to shareholding membership of the association as
independent shareholders PROVIDED THAT no person other than the
council shareholder may be admitted or remain as a shareholder if they are
a local authority person, PROVIDED FURTHER THAT an independent
shareholder may not be either a local authority person or a tenant AND
PROVIDED FURTHER THAT the parent has not objected to such
person being admitted as an independent shareholder within five days of
being notified in writing of such person's application.

Obligations of shareholders
All shareholders agree to be bound by the obligations on them as

C2 The association's share capital shall be raised by the issue of shar
has the nominal value of one pound which shall carry no right to in
or bonus.
C3 Only shares held by the nominee of an unincorporated body (alone
other nominees) can be transferred and only to a new nominee (
with other n
C4 Wh
his or her share shall be cancelled. The amount paid up shall become the property
of the association.
Nature of shareholders
C5 A shareholder of the association is a
ntered in the register of shareholders.
shareholders. The shareholders sha
C5.1 tenant shareholders;
C5.2 independent shareholders;
C5.3 the council shareholder; and
C5.4 the parent shareholder.
C6 Each board member other than the council board members shall
shareholder of the association, be issued with one share and entere
of shareholders. Tenant board members shall be tenant sha
emb independent board m
members may not become shareholders, but a council board me
ppointed by the council as the council shareholder pursuant to rule
he parent and the council as corporate bodies shall each appoint a
xercise their respective rights at general meetings and may remo
uch individual. Such appointments, removals and replacemen
riting, and given to the secretary.
he board may admit:
) any tenant who so wishes to shareholding membership of
as a tenant shareholder and

Page 7
C9 A gistered office:
C for applying and their qualifications in accordance
C10 in
bject from the
)), the name of
particulars shall be entered in the register of
ciation and a copy of its rules shall be issued to
authorised by
general meeting;
a local authority person (other than the council or its representative
appointed pursuant to rule C7).
12 No

Ending of
C13 e a shareholder
C 14; or
's notice to the
retary; or
ate; or
ey transfer their
C d to be a board
C14 expelled by a
notice in writing
ust set out the
l to the association, and
must request the shareholder to attend the meeting to answer the
reholders shall
the shareholder (if
any). The meeting may take place even if the shareholder does not attend.
C14.3 If the resolution to expel the shareholder is passed in accordance with this
rule, the shareholder shall immediately cease to be a shareholder.

Annual general meeting
C15 The association shall hold a general meeting called the annual general meeting
within six calendar months after the close of each of its financial years.
n applicant for a share shall apply in writing to the association's re
9.1 setting out their reasons
with the association's policies; and
C9.2 pay the sum of one pound (which shall be returned to them if the
application is not approved).
If an application for shareholding membership is approved by the board, (and
the case of an application for independent shareholdership no o
parent has been received within the time limit set out in Rule C8(b
the applicant and the other necessary
shareholders. One share in the asso
the applican
C11.1 The following cannot be shareholders:
C11.2 a minor;
C11.3 a person who has been expelled as a shareholder, unless
special resolution at a
C11.3 an employee of the ass
C shareholder shall hold more than one share.
A shareholder other than the parent or the council shall cease to b
C13.1 they die; or
13.2 they are expelled under rule C
C13.3 they withdraw from the association by giving one month
C13.4 in the case of a body corporate it ceases to be a body corpor
C13.5 in the case of the nominee of an unincorporated body, th
share to another nominee of that body; or
13.6 they were a shareholder pursuant to rule C6 and have cease
A shareholder other than the parent or the council may only be
pecial resolution at a special general meeting called by the board.
14.1 The board must give the shareholder at least one month's C
of the general meeting. The notice to the shareholders m
particulars of the complaint of conduct detrimenta
C14.2 At the general meeting called for this purpose the sha
consider the evidence presented by the board and by

Page 8
C16 shall be:
ounting period
law) on those accounts and
statement of the values and objectives of the association
ers to the board
s and experience required by the board
C lect board members if applicable;
.4 to transact any other general business of the association set out in the

Special ge
C17 A special general
reholders (to a
hree) or the parent stating the
gned by an authorised signatory of the parent.
thin twenty-eight days after delivery of a requisition to the secretary for a
C19 ot set out in the

Calling a
ened by at least
fax or email or
r email address
ng is an annual
or special general meeting, the time, date and place of the meeting, and the
business for which it is convened.
C20.2 All shareholders may agree by consenting in writing or by email to a
general meeting being held on less than fourteen clear days notice.
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 arrived two days after being posted.

The functions of the annual general meeting
C16.1 to receive the annual report which shall contain:
the revenue accounts and balance sheets for the last acc
the auditor's report (if one is required by
balance sheets
the board's report on the affairs of the association
the board's
a statement of the current obligations of board memb
and the asso
a statement of the skills, qualitie
amongst its members
the policy for admitting new shareholders
16.2 to appoint the auditor (if one is required by law);
16.3 to e
notice convening the meeting including any business that requires a special
neral meetings
ll general meetings other than annual general meetings shall be
meetings and shall be convened either:
C17.1 upon an order of the board; or
C17.2 upon a written requisition signed by one-tenth of the sha
maximum of twenty-five but not less than t
business for which the meeting is to be convened; or
C17.3 upon written requisition si
C18 If wi
special general meeting pursuant to rule C17.2 a meeting is not convened,
members who have signed the requisition may convene a meeting.
A special general meeting shall not transact any business that is n
notice convening the meeting.
general meeting
C20.1 Subject to rules C20.2 all general meetings s C20 hall be conv
fourteen clear days' written notice posted or delivered or sent by
delivered by hand to every member at the address fax number o
given in the share register. The notice shall state whether the meeti

Page 9
C22 uorum present.
east two
23 olved if there is
C24 the same day,
. If within half an hour of the
g should have started there is no quorum, those
C ir may decide;
C ent in person or
l with matters
the original meeting. An adjourned meeting is a
utions passed is
iginal meeting).
ve notice of the
C26 At all general meetings of 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
mber of

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
duly authorised
estion as to the
ll be determined by the chair of the meeting whose decision

C28 tion put to the
29 In
ave a second or
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 a 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 fact.
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
Proceedings at general meetings
Before any general meeting can start its business there must be a q
A quorum is five which must include a representative of the parent, the council and
at least two independent shareholders. As part of the quorum at l
shareholders must be present in person.
C A meeting held as a result of a shareholder's requisition will be diss
no quorum within half an hour after the meeting should begin.
All other general meetings which are inquorate will be adjourned to
at the same time and place in the following week
time the adjourned meetin
shareholders present shall carry out the business of the meeting.
The chair of any general meeting can:
25.1 take the business of the meeting in any order that the cha
25.2 adjourn the meeting if the majority of the shareholders pres
by proxy agree. An adjourned meeting can only dea
adjourned from
continuation of the original meeting. The date of all resol
the date they were passed (as opposed to the date of the or
There is no need to give notice of an adjournment or to gi
business to be transacted.
chair (if any) shall chair the meeting, failing which the shareholders present s
elect a shareholder to chair the meeting. The person elected shall be a me
the board if one is present and willing to act.
authorised to vote. It must be signed by the shareholder or a
attorney. Any proxy form delivered late shall be invalid. Any qu
validity of a proxy sha
shall be final. A proxy need not be a shareholder of the association
Subject to the provisions of these rules or of any statute, a resolu
vote at a general meeting shall, except where a ballot is demanded or directed,
decided upon a show of hands.
C On a show of hands every shareholder present in person shall have one vote.
the case of an equality of votes the chair of the meeting shall not h
casting vote.

Page 10
C32 ers at a meeting
ent shareholder
C33 at the meeting at such time and in such manner as the chair
esolution of the
l meeting.
C34 s present in person or by proxy shall carry the following

rs 33% apportioned equally between them;
y between them;

C35 g sent to all shareholders by post, fax, e-mail or delivered by
hand and signed by three quarters of all shareholders shall be as valid and effective
as if it had been passed at a properly called and constituted meeting of the
shareholders provided that not more than one shareholder has made a written
objection to such resolution.

A ballot on a resolution may be demanded by any three sharehold
(in person or by proxy), or by the council shareholder or by the par
or directed by the chair (and such demand or direction may be withdrawn).
ballot may be demanded or directed after a vote on the show of hands, and in th
case the resolution shall be decided by the ballot.
A ballot shall be taken
shall direct. The result of such a ballot shall be deemed to be the r
association in genera
On a ballot the shareholder
percentages of the votes cast:
C26.1 the parent shareholder 1%;
C26.2 the tenant shareholde
C26.3 the independent shareholders 33% apportioned equall
C26.4 the council shareholder 33%.
A resolution in writin

Page 11

D1 e board") which
on in accordance with its objects and rules
functions shall
D values and objectives of the
ove each years
s of control;
D and make decisions on all matters that create significant
terial issues of principle;
D plans, budget,
D ccordance with
take appropriate advice; and
orporation as a
ssociation takes
the Corporation
D2 twelve board members comprising two council board
m bers. If the
n board members
m ct.
D3 E only
s ly to a person
D4 of every board
all review and
oard members from time to time.
D nd delivered to
ir obligations to
ry the form of
D4.3 Any board member who has not signed such statement without good cause
within one month of election or appointment to the board shall
immediately cease to be a board member.
D5 D5.1 The board may appoint co-optees to serve on the board on such terms as
the board resolves and may remove such co-optees. In addition, the parent
shall have the right to appoint one co-optee and to remove and/or replace
him by written notice to the secretary. A co-optee may act in all respects
as a board member, but other than the co-optee appointed by the parent

The association shall have a board (in these rules referred to as "th
shall direct the affairs of the associati
and ensure that its functions are properly performed. Amongst its
e to:
1.1 define and ensure compliance with the
association and ensure these are set out in each annual repo
1.2 establish policies and plans to achieve those objectives;
D1.3 approve each year's accounts prior to publication and appr
D1.4 establish and oversee a framework of delegation and system
1.5 agree policies
financial risk to the association or which affect ma
1.6 monitor the association's performance in relation to these
controls and decisions;
D1.7 appoint (and if necessary remove) the executive director (if
1.8 satisfy itself that the association's affairs are conducted in a
generally accepted standards of performance and propriety;
D1.10 at all times that the association is registered with the C
registered social landlord the board shall ensure that the a
account of any obligation imposed upon the association by
in exercise of its powers.
C ion of the board
The board shall consist of
embers, six tenant board members and four independent board mem
umber of board members falls below that number, the remaining
ay, subject to the provisions of rule D23.3, continue to a
xcept for co-optees or a board member appointed pursuant to rule D9.3
hareholders can be board members, save that this shall not app
ppointed to the board by the parent.
D4.1 The board shall in its annual report set out the obligations
member to the board and to the association. The board sh
may amend the obligations of b
4.2 No board member may act as such until they have signed a
the board a statement, confirming that they will meet the
the board and to the association. The board may va
statement from time to time.

Page 12
n the election of
D board may co-opt the association's executive director and other
purposes of the
Act 1996 a co-optee is an officer.
o the board or to any committee at
D8 N ny time if:
D ct or
D ssociation to be in breach of rule D11 or
D8.3 or make any arrangements or
application for
ct 1983 or, in
Mental Health
ct 1960;

nt of a receiver,
on to exercise powers with respect to their
s suffering from
of carrying out
D ng written notice to the association;
D from board meetings
oard unless the
D board members
tion is revoked;
D8.9 they have been convicted of an indictable offence within the last five years
or any other offence which in the opinion of the board brings the
association into disrepute or which is not considered by the board to be
compatible with the role of board member and the board resolves (by a
three quarters majority) that they should be removed;
D8.10 they are removed by the shareholders pursuant to rule D9.1; and/or
D8.11 they are removed by the parent pursuant to rule D9.3,
they cannot take part in the deliberations nor vote o
officers of the association nor any matter directly affecting s
5.2 The
For the purposes of these rules and of the Act a co-optee is not included in the
expression "board member" or "member of the board". For the
D7 Not more than five co-optees can be appointed t
any one time.
o one can become or remain a board member at a
8.1 they cease to be a board member by virtue of any provision of the A
become prohibited by law from being a board member;
8.2 their appointment causes the a
they become insolvent, bankrupt
composition with their creditors generally;
D8.4 they are suffering from mental disorder and either:-
they are admitted to hospital in pursuance of an
admission for treatment under the Mental Health A
Scotland, an application for admission under the
(Scotland) A
an order is made by a court having jurisdiction in matters concerning
mental disorder for their detention or for the appointme
curator bonus or other pers
property or affairs; or
in the opinion of a registered medical practitioner he i
a mental disorder by reason of which he is incapable
the duties of a board member.
8.5 they resign their office by givi
8.6 they have been absent for more than three meetings
without having given an apology that is accepted by the b
board resolves that they remain a board member;
8.7 the board resolves by at least three-quarters of all the other
that they cease to be a board member;
D8.8 they have been co-opted to the board and their co-op

Page 13
t any time ceases to qualify under this rule shall
D9 A board
nt provided the
has been given
ard members; and
reach(es) of the members
e; or
be replaced by
receipt at the
pecified in the
D10 n permitted by
arent appoint a
her board member in addition to the board's power to co-opt. If the board has
hin 3 months of their occurrence,
ancies. Any board
member appointed pursuant to this rule shall retire at the next annual general
D13 as independent
D14 board member
ansfer date, two
of three years
board members
t board members the longest. As
ervice, those to
uent years shall
ependent board
ointed unless a
D16 a person (other
than a local authority person or a tenant) to be an independent board member to fill
a vacancy in the number of independent board members. He shall hold office until
the next annual general meeting.
D17 A person standing for election as an independent board member must (a) be
approved by the Parent and (b) be recommended by the board or be proposed by a
shareholder. The candidate must confirm their willingness to serve in writing to
the secretary. If the proposer is a shareholder, he must give between fourteen and
thirty five clear days written notice to the secretary of the intention to propose that
and any board member who a
immediately cease to be a board memb
board member may be removed from the
9.1 by a special resolution at a general meeting; or
D9.2 by a resolution passed by three quarters of the board prese
following conditions are satisfied:
at least fourteen days notice of the proposed resolution
to all bo
the notice sets out in writing the alleged b
obligations; and
the board is satisfied that the allegation(s) is or are tru
9.3 A board m D ember may be removed from the board and may
written notice from the parent which shall take effect upon
association's registered office or such later date as may be s
Whenever the number of board members and co-optees is less tha
these rules, the board may with the prior written consent of the p
not exercised its power to fill the vacancies wit
the parent may appoint further board members to fill the vac
D1 Not more than one half of the board members may be tenants.
Not more D12 than one third of the board members may be local authority persons.

ent and retirement of independent board members
The shareholders shall have the power to elect up to four persons
board members.
At the first and second annual general meetings one independent
shall retire. At the third annual general meeting following the tr
independent board members shall retire. Independent board members appointed
these annual general meetings and thereafter shall serve for a term
expiring at the relevant annual general meeting. The independent
retiring shall be those who have been independen
between independent board members who have equal length of s
retire shall be chosen by lot if not agreed Retirement in subseq
follow this rotation.
D1 If an independent board member retires in accordance with rule D14 and the
association does not fill the vacancy at that meeting the retiring ind
member shall, if willing to act, be deemed to have been reapp
resolution for his reappointment is put to the meeting and lost.
The board may with the prior written consent of the parent appoint

Page 14
he intention to
board member.
rticulars of the
ted or reappointed, be required to be
gister of board members.
D18 e to appoint up
office any such
y the secretary
D19 request by the
ho is willing to
council board members and shall hold office until the next annual general meeting.
uncil board members pursuant to rule D18 shall be
ard pursuant to
D20 as tenant board
be held for the
eeting. The board shall
the supervision
d from time to
hall be decided
eneral meeting
D21 te and at every annual
. Tenant board
ansfer date and
relevant annual
who have been
bers who have
equal length of service those to retire shall be chosen by lot if not agreed.
D22 If a vacancy for a tenant board member occurs, elections shall be held for the
vacancy in accordance with rule D20. The new tenant board member will hold
ice for the remainder of the period of office of his predecessor. If that is
board member,
t ancy who shall be deemed to be a
ral meeting.

Quorum for the board
D23 D23.1 Subject to the provisions of Rule D23.2 five board members shall form a
quorum. The board may determine a higher number.
D23.2 The board is not quorate unless the quorum contains at least two
independent board members.
D23.3 If the number and make up of board members falls below the number and
make up necessary for a quorum, the remaining board members may
person. The secretary shall give notice to all shareholders of t
propose the person at the meeting for election as an independent
The notice shall state the name of the proposer and give the pa
person which would if he were so appoin
included in the association's re
Appointment and removal of council board members
The council shall have the power from time to time and at any tim
to two persons as council board members and to remove from
council board member. Appointments and removals shall be made in
signed by an authorised officer and shall take effect upon receipt b
or such later date as may be specified in the document.
If the council shall have failed within three months of a written
association to make the appropriate appointments pursuant to rule D18, the board
may with the prior written consent of the parent appoint a person w
act to be a council board member for each vacancy. They shall be deemed to
The council's right to appoint co
suspended for that period in respect of any vacancy filled by the bo
this rule D19.
ent and retirement of tenant board members
The tenants shall have the power to appoint up to six persons
members. Prior to each annual general meeting elections shall
vacancies for tenant board members arising at that m
decide the mode and manner of such elections and may delegate
and operation of such elections to a body recognised by the boar
time as representing the tenants. In the event of a tie the election s
by lot. The successful candidates shall be reported to the annual g
by the secretary and admitted as tenant members with immediate ef
At the first annual general meeting after the transfer da
general meeting thereafter two tenant board members shall retire
members appointed at the first annual general meeting after the tr
thereafter shall serve for a term of three years expiring at the
general meeting. The tenant board members retiring shall be those
tenant board members the longest. As between tenant board mem
impractical or there is no tenant willing or able to become a tenant
he board may appoint a person to fill the vac
tenant board member and shall hold office until the next annual gene

Page 15
months and the
the end of that
o call a general
bring the number and make up of board
members up to that required by these rules.
Board me ests
D24 ber, co-optee or member of a committee shall have any financial
D ctor or other officer of a business trading for profit; or
emed to be no
stances referred
it is expressly
itted interest for
social landlords.
ressly permitted
st for registered
D26 interest in any
shall disclose their interest,
s it is expressly
sted to do so by
e, and they shall not have any vote on the matter in question.
rd or of a committee shall not be invalid because of the
ve been declared.
D27 ensure that the
s an interest as:

y the shares in
ompany; or
ssociation; or
D28 ee at a meeting
ber of a
es shall vacate
D29 The association may pay properly authorised expenses, when actually incurred on
the association's business, and any remuneration as shall be approved by the board
from time to time to board members, co-optees and members of committees. Any
remuneration shall not exceed such sum as would breach Schedule 1 of the
Housing Act 1996 at the time it is paid if the association is registered with the
Corporation as a registered social landlord. The association may also pay insurance
premiums in respect of insurance taken out to insure officers and employees
against the cost of a successful defence to a criminal prosecution brought against
continue to act as the board for a maximum period of six
provisions of D23.2 shall be suspended for that time. At
time the only power that the board may exercise shall be t
meeting of the association to

mbers' inter
No board mem
D24.1 personally; or
D24.2 as a member of a firm; or
24.3 as a dire
D24.4 in any other way whatsoever save that there shall be de
financial interest in relation to shares except in the circum
to in rule D
in any contract or other transaction with the association, unless
permitted by these rules or by the Housing Corporation as a perm
D The association shall not pay or grant any benefit to anyone who is a board
member or a co-optee or a member of a committee, unless it is exp
by these rules or by the Housing Corporation as a permitted intere
social landlords.
Any board member, co-optee or member of a committee, having an
arrangement between the association and someone else
before the matter is discussed by the board or any committee. Unles
permitted by these rules they shall not remain present unless reque
the board or committe
Any decision of the boa
subsequent discovery of an interest which should ha
Every board member, co-optee and member of a committee shall
ecretary at all times has a list of all other bodies in which they have
D27.1 a director or officer; or
D27.2 as a member of a firm; or
D27.3 as an official or elected member of any statutory body; or
D27.4 as the owner or controller of more than 2% of a compan
which are publicly quoted or more than 10% of any other c
D27.5 as the occupier of any property owned or managed by the a
D27.6 any other significant or material interest.
If requested by a majority of the board or members of a committ
convened specially for the purpose, a board member, co-optee or mem
committee failing to disclose an interest as required by these rul
their office either permanently or for a period of time.

Page 16
in respect of any act or
D30 e an interest for
lidated with the
D31 of committees who are tenants of the
to D26 in any
D32 to a
ber, co-optee or member of a committee or as permitted by the Housing
t 1996 is not the grant of a benefit for the purpose of rules D24 to D26.
3 east seven days
eet on shorter
etary specifying
members and co-optees to the board as soon as possible after receipt of such a
The secretary shall call a meeting on at least seven but not more than
ary fails to call
35 erms of reference to its
sed in
D36 board. Every
ittee shall include one board member or co-optee to the board. The board
D37 ittee shall be reported to the board.
D38 No committee can incur expenditure on behalf of the association unless at least one
board member or co-optee of the board on the committee has voted in favour of the
resolution and the board has previously approved a budget for the relevant
ittee shall be an

Miscellaneous provisions
D40 All decisions taken at a board or any committee meeting in good faith shall be
valid even if it is discovered subsequently that there was a defect in the calling of
the meeting, or the appointment of the members at a meeting.
them as officers or against personal liability incurred
omission which is or is alleged to be a breach of trust or breach of
A board member, co-optee or member of a committee shall not hav
the purpose of rules D24 to D26 as a board member, director, or officer of
parent or any other body whose accounts are or ought to be conso
association's accounts.
Board members, co-optees or members
association shall not have an interest for the purpose of rules D24
decision affecting all or a substantial group of tenants.
The grant of a tenancy by the association at the direction of another body
board mem

of the board
D3 The board shall meet at least four times every calendar year. At l
written notice of the date and place of every board meeting shall be given by
secretary to all board members and co-optees. The board may m
notice where all board members so agree.
Meetings of the board may be called by the secretary, or by the chair, or by two
board members or by the parent who give written notice to the secr
the business to be carried out. The secretary shall send a written notice to all boa
fourteen days' notice to discuss the specified business. If the secret
such a meeting then the chair or two board members or the parent, whichever is the
case, shall call such a meeting.

ent and delegation
D The board may delegate any of its powers under written t
committees or to officers or employees. Those powers shall be exerci
accordance with any written instructions given by the board.
The membership of any committee shall be determined by the
will appoint the chair of any committee and shall specify the quorum
All acts and proceedings of any comm
9 D3 For the purposes of the Housing Act 1996 any member of a comm

Page 17
D41 of a committee
ittee shall be as
and constituted
to hear and comment on the proceedings.
3 ociation for any
D44 s
tal failure to give
eceive such notice
shall not invalidate the proceedings of the board.
D45 In the case of any equality of votes at a board meeting, the chair shall not have a
casting vote.

A resolution in writing sent to all board members or all members
and signed by all the board members or all the members of a comm
valid and effective as if it had been passed at a properly called
meeting of the board or committee. The resolution may be in one or more
D4 Meetings of the board can take place in any manner which permits those attending
D4 A board member acting in good faith shall not be liable to the ass
Notice may be given to board members by post or fax or email at the last addres
for such communication given to the secretary. The acciden
notice to a board member or the failure of the board member to r

Page 18

T and vice chair
The association shall have a chair and
he chair
E1 a vice chair and both shall be elected by the
ll chair general
E2 ent of the first
ciation (or until
meeting of
ssociation or board meeting when the chair or vice chair is not present shall be
e chair and vice
and cannot be an
air and/or vice chair of the association may be removed at a board meeting
a majority of the members of the board at the meeting.

The chair o
E the association's general meetings are conducted
E r views;
E stablished with, and support
, the chair, the
enable the business of the association to
E4.6 the association is represented as required; and
.7 the association's affairs are conducted in accordance with generally
E5 t of the chair's
, and reviewed from time to
he execu
E6 T
executive director shall be appointed on a written contract of employment, which
sh e director.

The secretary
E7 The association shall have a secretary who shall be appointed by the board and
who may be an employee. The secretary shall in particular:
E7.1 summon and attend all meetings of the association and the board and keep
the minutes of those meetings; and
E7.2 keep the registers and other books determined by the board; and
board. The chair (or in the chairs absence, the vice chair) sha
meetings of the association and board meetings.
The chair and vice chair shall hold office until the commencem
board meeting after the next annual general meeting of the asso
they resign or are removed). The first item of business for any general
the a
to elect one of the board members present to chair the meeting. Th
chair shall at all times be a shareholder and a board member
E3 The ch
by a resolution passed by
's resp nsibilities
The chair shall seek to ensure that:
4.1 the board's business and
4.2 all board members are given the opportunity to express thei
4.3 a constructive working relationship is e
provided for the executive directo
E4.4 the board delegates sufficient authority to its committees
executive director, and others to
be carried on effectively between board meetings;
E4.5 the board receives professional advice when it is needed;
accepted codes of performance and propriety.
The chair shall seek to ensure that there is a written statemen
responsibilities which shall be agreed with the board

T tive director
he association shall have an executive director appointed by the board. The
all include a clear statement of the duties of the executiv

Page 19
E half of the association to the Financial Services
E7.5 be responsible for ensuring the compliance of the association with these
Other offi
E8 e board may designate as officers such other executives, internal auditor and
staff of the association on such terms (including pay) as it from time to time
E9 association for any amount
reasonably incurred in the discharge of their duty.
E10 Except for the consequences of their own dishonesty or gross negligence no officer
or employee shall be liable for any losses suffered by the association.

7.3 make any returns on be
Authority and the Corporation; an
7.4 have charge of the seal of the association; and


Every officer or employee shall be indemnified by the

Page 20

F1 r to act in each
year. They must be qualified as provided by Section 7 of the Friendly
Societies Act 1968 as amended by the Companies Act
F2 T
f, an officer or
ing within three
a ld within three
m casual vacancy.
F5 W year, they
shall be re-appointed to audit the current years as well unless:
F e to act or has resolved that
F has told the association so in writing;

F6 F a resolution to
uditor being re-

shareholders at the same time and in the same
ing auditor can
notified to its
l and Provident
Auditor's duties
accordance with
t 1968.
F8 The board shall produce the revenue account and balance sheet audited by the
auditor, if required, and the auditor's report, if required, at each annual general
meeting. The board shall also produce its report on the affairs of the association
which shall be signed by the person chairing the meeting which adopts the report.

Accounting requirements
F9 The end of the accounting year must be a date allowed by the Financial Services

The association if required by law to do so shall appoint an audito
and Industrial & Provident
he following cannot act as auditor:
F2.1 an officer or employee of the association;
F2.2 a person employed by or employer of, or the partner o
employee of the association.
An auditor must be appointed by resolution at a general meeting.
F4 The association's first auditor shall be appointed at a general meet
months of its registration or when first required by law to do so, whichever is
l ter. The board may make the appointment if no meeting is he
onths of the due date. The board may appoint an auditor to fill a
here an auditor is appointed to audit the accounts for the preceding
5.1 a general meeting has appointed someone els
the auditor cannot act; or
5.2 the auditor does not want to act and
F5.3 the person is not qualified or falls within rule F2 (above); or
5.4 the auditor has become incapable of acting; or
5.5 notice to appoint another auditor has been given.
6.1 Not less than twenty eight days' notice shall be given for
appoint another person as auditor, or to forbid a retiring a
6.2 The association shall send a copy of the resolution to the retiring auditor
and also give notice to its
manner, if possible.
F6.3 If not, the association shall give notice by advertising in a local
at least 14 days before the proposed meeting. The retir
make representations to the association which must be
Shareholders under Section 6 of the Friendly and Industria
Societies Act 1968.
F7 The findings of the auditor shall be reported to the association, in
Section 9 of the Friendly and Industrial and Provident Societies Ac

Page 21
F10 transactions, its
dance with Sections 1 and 2 of the Friendly and
F11 ctory systems of control of its
books of account, its cash and all its receipts and payments.
Annual re
F12 shall send the
l be
Financial Services Authority. The annual return shall be accompanied by the
auditors reports, if required, for the period of the return and the accounts and

F13 money without
inks fit, and to
rant any mortgage, fixed or floating charge or other security over its present and
any debenture,
ligation of the
member of the
4 agreed on any
opinion of the

ed limits to an
F15 a Rate Cap
ap Transactions, where the board (or a duly
considers entry by the
the sum of the
C ntered into and
re sed Rate Cap
T all not exceed the lower of:-
tion; or
F15.2 the aggregate amount of the association's Variable Rate Borrowing then
drawn down plus the amount of any existing contractually committed loan
facilities not yet drawn down in respect of amounts which the association
intends at the Effective Date when drawn will become Variable Rate
Borrowings; and
F15.3 the counterparty to each Rate Cap Transaction is the Floating Rate Payer;
The association shall keep proper books of account detailing its
assets and its liabilities, in accor
Industrial and Provident Societies Act 1968.
The association shall establish and maintain satisfa

turns and balance sheets
Every year, within the time specified by legislation, the secretary
association's annual return to the Financial Services Authority. The return shal
up-to-date to the time specified in the Act, or such other date allowed by
balance sheets to which it refers.
The board may exercise all the powers of the association to borrow
limit as to amount and upon such terms and in such manner as it th
future undertaking and property, or any part thereof, and to issue
whether outright or as security for any debt, liability or ob
association or, subject to compliance with charitable law, any
F1 The rate of interest payable at the time terms of borrowing are
money borrowed shall not exceed the rate of interest which, in the
board, is reasonable having regard to the terms of the loan. The board may
delegate the determination of the said interest rate within specifi
officer, board member or a committee.
The association shall have power to enter into and perform
Transaction, or series of Rate C
authorised sub-committee established under the Articles)
association into such transaction(s) to be in the best interest of the a
provided that at the time of entry into any such transaction(s)
alculation Amount of any Rate Cap Transaction previously e
maining in effect and the Calculation Amount of the propo
ransaction(s) sh
F15.1 any limit imposed on the borrowing powers of the associa

Page 22
F on shall obtain
the question of whether the Rate Cap
yable by the
association under its Variable Rate Borrowings during the term of the
ayment obligations under the
of the Rate Cap
e payment obligations under the Rate Cap Transaction(s); and
nd expenditure
F a person who is
r ability in and
cal experience of financial matters and Rate Cap Transactions and is
visions of the
be given by a
eir employment
F Rate Payer with
signed by the
not be concerned to enquire further whether or not the
the provisions of rules F15.3 and F15.4 and
ee or successor
15.4 have been
Rate Payer", "Term"
en in the 2000
"Variable Rate Borrowing" means any borrowing by the association
st has not been
is indexed
in accordance with a retail prices index or other published index; and
"Rate Cap Transaction" means a cap transaction within the meaning of
"swap transaction" as defined in the 2000 ISDA Definitions as amended
from time to time.
F16 The funds of the association may be invested by the board in such manner as it
15.4 prior to exercising its power under rule F15 the associati
and consider proper advice on
Transaction is satisfactory having regard to:-
the possible fluctuations in the rate of interest pa
Rate Cap Transaction(s);
the association's ability to meet its p
Variable Rate Borrowings during the term
Transaction(s) if that transaction was not entered into;
the association's actual and projected annual income a
15.5 For the purposes of rule F15 proper advice is the advice of
reasonably believed by the board to be qualified by thei
properly authorised to give such advice under the pro
Financial Services & Markets Act 2000, such advice may
person notwithstanding that they give it in the course of th
as an officer.
15.6 A person entering into a Rate Cap Transaction as Floating
the association who has received a written certificate
secretary confirming the association's compliance with rules F15.3 and
F15.4 shall
association has complied with
such Rate Cap Transaction shall be valid at the date it is entered into and
throughout its term in favour of such person (or any assign
in title) whether or not the provisions of rules F15.3 and F
complied with.
15.7 For the purpose of rules F15.3 and F15.6:-
"Calculation Amount", "Effective Date", "Floating
and "Termination Date" have the respective meanings giv
ISDA Definitions as amended from time to time;
pursuant to rule F13 in respect of which the rate of intere
fixed and shall exclude any borrowing where the rate of interest

Page 23

Register office and name ed

, Halifax, HX1 2EB

G2 T name must:
ess; and
G2.2 be engraved on its seal; and
G2.3 be stated on its business letters, notices, adverts, official publications,

G3 the
er; or
in the last six
f the National
spute can be resolved by
ederation if both parties
to the dispute agree. If they do not agree the dispute shall be dealt with in
ounty Court.
le. No court of

Minutes, s
d all board and committee meetings shall be
re bsequent meeting and signed by whoever chairs
G5 der the board's
d by one board member signing and the secretary
countersigning or in such other way as the board resolves. The board may in the
alternative authorise the execution of deeds in any other way permitted.
G6 The association must keep at its registered office:
G6.1 the register of shareholders showing:
the names and addresses of all the shareholders; and
a statement of all the shares held by each board member and the
amount paid for them; and
The association's registered office is:
Bull Green House, Bull Green

he association's registered
G2.1 be placed prominently outside every office or place of busin
cheques and invoices.

G3.1 Any dispute on a matter covered by the rules shall be dealt with in
County Court if the dispute is between:
the association and an officer; or
the association and a shareholder; or
the association and a person claiming to be a sharehold
the association and a person who was a shareholder
G3.2 Alternatively, if the association has been a member o
Housing Federation for at least two years, such di
an arbitrator appointed by the National Housing F
the C
G3.3 The arbitrator's decision is binding. No appeal is allowab
law can alter it, but it can be enforced by a County Court.
G3.4 The arbitrator's decision on the costs of the arbitration is bin
eal, registers and books
G4 The minutes of all general meetings an
corded, agreed by the relevant su
the meeting and kept safe.
The secretary shall keep the seal. It shall not be used except un
authority. It must be affixe

Page 24
ent of other property in the association held by the
date that each shareholder was entered in the register of
nd addresses of
G s and addresses of the officers, their offices and the
se offices as well as a duplicate.
G loan.
G7 auditors report
its registered office
8 f its last annual
equired by law) on the accounts
contained in the return, free of charge.
any person on

to appoint an
ten have been
association for a twelve month period immediately before their
may apply to the Financial Services Authority in order to get the
ral meeting. One
h of the shareholders, whichever is the lesser,

G12 so as
G esolution put before the
o thirds of the
G12.3 The parent's prior written consent is required for any rescission or
amendment to the rules.
G12.4 Any resolution to amend or rescind the rules shall be a special resolution
and must be passed by three fourths of the votes cast at a general meeting
or, in the case of a written resolution, in accordance with rule C35.
G12.4 Amended rules shall be registered with the Financial Services Authority as
soon as possible after the amendment has been made. An amended rule is
not valid until it is registered.

a statem
shareholder; and
G6.2 a duplicate register of shareholders showing the names a
shareholders and the date they became shareholders.
6.3 a register of the name
dates on which they assumed tho
6.4 a register of holders of any
G6.5 a register of mortgages and charges on land.
G6.6 a copy of the rules of the association.
The association must display a copy of its latest balance sheet and
(if one is required by law) at
G The association shall give to all shareholders on request copies o
return with the auditor's report (if one is r
G9 The secretary shall give a copy of the rules of the association to
demand who pays such reasonable sum as permitted by law.
Statutory applications to the Financial Services Authority
G10 Ten shareholders can apply to the Financial Services Authority
accountant to inspect the books of the association, provided all
shareholders of the
G11 The shareholders
affairs of the association inspected or to call a special gene
undred shareholders, or one-tenth
must make the application.
nt of rules
12.1 The rules of the G association may be rescinded or amended, but not
to stop the association being a charity.
12.2 The rules may only be rescinded or amended by a r
general meeting by the board and approved by at least tw

Page 25
G13 dissolved by a
ent of dissolution in the
he Act.
G14 G up or dissolved
resolve to give
r to that of the
ociation or to the parent subject to compliance with all applicable law
sts as may be
red or given to
G14.3 If the association is registered as a social landlord with the Corporation
any transfer or gift is governed by paragraph 15 of Schedule 1 of the
G15 or context are
G importing the singular or plural shall include the plural and singular
G enders;
nactment from
w rule and the
ll be construed
re the
ith Part D and
ember" or "member of the board" shall mean a member of the
co-opted to the
Directorate of
s any statutory
G "council board member" means a board member who has been nominated
G representative
to rule C7;
eans a board member who is appointed to
the board as an independent board member pursuant to rules D13 to D17.
An independent board member may not be a local authority person or a
G15.12 "independent shareholder" means a shareholder who is an independent
board member or a person who is not a tenant or a local authority person
and has been admitted as an independent shareholder by the board
pursuant to rules C8 to C10;
G15.13 "local authority person" means any person:
The association may with the prior written consent of the parent be
three fourths majority of shareholders who sign an instrum
form prescribed by Treasury Regulations; or by winding-up under t
14.1 Any property that remains, after the association is wound-
and all debts and liabilities dealt with, the shareholders may
or transfer to another charitable body with objects simila
and regulations and subject further to such charitable tru
G14.2 If no such institution exists, the property shall be transfer
the Housing Associations Charitable Trust.
Housing Act 1996.

tion of terms
In these rules, including this rule, unless the subject matter
15.1 words
15.2 words importing gender shall include the male and female g
G15.3 any reference to an Act shall include any amendment or re-e
time to time;
G15.4 "amendment of rules" shall include the making of a ne
rescission of a rule, and "amended" in relation to rules sha
G15.5 "the association" shall mean the association of which these a
registered rules;
G15.6 "board" shall mean the board appointed in accordance w
"board m
board for the time being but shall not include a person
board under rule D.5;
G15.7 "Corporation" means the Housing Corporation or Housing
the Welsh Assembly
G15.8 "council" means Rossendale Borough Council and include
successor body;
to the board by the council as a council board member;
15.10 "council shareholder" means the council acting through its
appointed pursuant
G15.11 "independent board member" m

Page 26
as been a member of a relevant local authority in the
nt local authority (apart from a non-
n employee and director, manager, secretary or
l of a
ary, the
and such other
G ns-Pennine Housing Limited (Company number:
G representative
appointed pursuant to rule C7;

ation has been
ding loan stock
G15.19 "register of shareh
G ined in Section
he Local Government and Housing Act 1989 with which the
on 69(3) of that
the secretary of
d to act as the
tary's deputy;
in rule C5 and
hold a tenancy,
sidential use or
idated with the
oard member or
a person who has been admitted as a tenant shareholder by the board
G sfers its housing
G15.26 "the Act" shall mean the Industrial and Provident Societies Acts 1965 to
G15.27 "these rules" shall mean the registered rules of the association for the time
G15.28 references to any provision in any Act shall include reference to such
provision as from time to time amended, varied, replaced, extended or re-
enacted and to any orders or regulations made under such provision; and
G15.29 "RSL" means a social landlord registered with the Corporation as such.
(a) who is or h
preceding four years;
(b) who is an officer of a releva
managerial or non-housing employee); or
(c) who is both a
similar officer of a company which is under the contro
relevant local authority
G15.14 "officer" shall include the chair of the association the secret
executive director, any board member for the time being
persons as the board may appoint under rule E8;
15.15"parent" means Tra
15.16 parent shareholder means the parent acting through its
G15.17 "persons claiming through a shareholder" shall include their personal
representatives and also their nominees where a nomin
G15.18 "property" shall include all real and personal estate (inclu
certificates, books and papers);
olders" means the register kept in accordance with rule
15.20"relevant local authority" means any local authority (as def
67(3) of t
association has a business relationship (as defined in Secti
G15.21 "secretary" means the officer appointed by the board to be
the association or other person authorised by the boar
G15.22 "shareholder" shall mean one of the persons referred to
means "member" as defined by the Act;
G15.23 "tenant" means a person who alone or jointly with others
lease or licence to occupy the associations premises for re
the premises of any body whose accounts must be consol
G15.24 "tenant shareholder" means a shareholder who is a tenant b
pursuant to rules C8 to C10;
15.25 "transfer date" means the date on which the council tran
stock to the association;

Page 27


Acknowledg egistration of Society

ement of R


is this day registered under the Industrial and Provident Societies Act 1965.

Register No
Green Vale Homes Limited

Copy kept
...................................................................................................................Financial Services Authority

Dated .................................................................................................................(Seal of Central Office)

................................................................................................................................... Shareholder

2. ................................................................................................................................... Shareholder

.............................................................................................................................. Shareholder

....................................................................................................................................... Secretary


3. .....

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