Meeting and postal ballots
Effective from 1 September 2008
12. General Meetings
The Society will hold general meetings of members as required by law or these Rules and otherwise whenever the Society decides. General meetings are either Annual General Meetings or Special General Meetings. No business shall be transacted at any general meeting which is not set out in the notice of meeting.
13. Annual General Meetings
The Annual General Meeting will be held during the first four months of each financial year for the purposes only of:
(a) receiving the Directors' Report, the Annual Accounts and the Report of the Auditors;
(b) declaring the election of Directors;
(c) appointing the Auditors;
(d) considering any other business stated in the notice of meeting.
14. Special General Meetings
(a) The Society may call a Special General Meeting at any time.
(b) The Society will call a Special General Meeting if requested by 500 qualified two year members who:
(i) state in their request, their full names and addresses, the account number of their share investments or mortgage loans, the purposes of the meeting and any resolutions to be proposed at the meeting, and
(ii) deposit a sum of £50* for each member requesting the meeting.
(c) The request must be in writing and received at the Society's head office. It may consist of one or several documents in similar form, each signed by one or more qualified two year members. Where the request consists of several documents, the date of the request will be the date of receipt of the document signed by the member who brings the number of qualified two year members up to 500. This date must not be more than three months after the date on which the first document was received.
(d) The Society will not call a Special General Meeting:
(i) where the only or main purpose of the meeting is to move a resolution which is in substantially the same terms as any resolution which has been defeated during the period starting with the third Annual General Meeting before the Society receives the request to call the meeting;
(ii) to be held during the period of four months beginning one month after the end of the Society's financial year.
(e) The deposit shall be refunded except where a quorum is not present within half an hour of the time set for the meeting or a resolution is passed at the meeting that some or all of the money should be used to help meet the cost of the meeting.
(f) Any meeting which the Society is required to call will be called by due notice under these Rules within 28 days, and held within 63 days, of receipt by the Society of the request. The period of four months beginning one month after the end of the financial year will be disregarded when applying the time limits of 28 and 63 days.
(g) The Society will, if requested by the members requesting the meeting, send to each member entitled to notice of the meeting a copy of a statement of not more than 500 words on the subject of the matters to be dealt with at the meeting. This does not apply where the legislation states that there is no obligation to send the statement.
15. Resolutions
(a)The Society will put a resolution other than an investing members' resolution or a borrowing members' resolution to an Annual General Meeting if requested by 500 qualified two year members provided that it is not in substantially the same terms as any resolution which has been defeated during the period starting with the third Annual General Meeting before the Society receives the request to put the resolution.
(b)The request must be in writing and received at the Society's head office not later than the last day of the financial year. It may consist of one or several documents in similar form, each signed by one or more qualified two year members. Where the request consists of several documents, the date of the request will be the date of the receipt of the document signed by the member who brings the number of qualified two year members up to 500. This date must not be more than three months after the date on which the first document was received.
(c)The Society will include notice of the resolution in the notice of the Annual General Meeting and will, if requested by the members requesting the resolution, send to each member entitled to notice of the meeting a copy of a statement of not more than 500 words on the subject of the resolution.
(d)The Society will not put a resolution or send a statement on the subject of a resolution where the legislation states that there is no obligation to do so.
16. Quorum at General Meetings
(a) A quorum at a general meeting is 50 qualified voting members (subject to Rule 16(c)) present in person or by representative in the case of a corporate member.
(b) The business of the meeting shall not start without a quorum. The subsequent absence of a quorum shall not prevent the meeting continuing nor invalidate any business conducted at the meeting.
(c) If within one hour of the appointed time a quorum is not present a meeting called at the request of members shall be dissolved and any other meeting shall be adjourned to such time and place as the Directors present or a majority of them decide. At such an adjourned meeting the qualified voting members present shall be a quorum.
17. Adjournment of Meeting
Any properly constituted meeting may be adjourned to such date, time and place as the meeting may decide. An adjourned meeting shall be regarded as a continuation of the original meeting and no notice of it need be given. No business shall be conducted at it which could not have been conducted at the original meeting.
18. Chairman of General Meeting
The Chairman of the Board or if absent any Deputy Chairman of the Board or if all absent any Director appointed for the purpose by the Directors present shall take the chair at a general meeting. If no Director has taken the chair within 30 minutes of the time fixed for the meeting a chairman of the meeting shall be elected by and from the qualified voting members present.
19. Representatives of Corporate Members
A member which is a corporate body may appoint someone (who need not be a member) to act as its representative at a general meeting. The appointment must be in writing, signed by someone duly authorised on its behalf and received at the Society's head office or such other place as is described in the notice of meeting not less than five days (or any shorter period described in the notice of meeting) before the date and time of the meeting or any adjournment of the meeting. The appointed representative shall be entitled to exercise the same rights on behalf of the corporate body as that body would be able to exercise if it were an individual member attending the meeting in person.
20. Postal Ballots
(a)The Society may submit any vote on the election of Directors and any resolution (other than an investing members' resolution or a borrowing members' resolution) to a postal ballot including a resolution which qualified two year members have requested be put to an Annual General Meeting.
(b) A resolution passed at a general meeting (other than an investing members' resolution or a borrowing members' resolution) shall not take effect if within one month of the passing of the resolution the Board decides that the carrying into effect of the resolution would be harmful to the Society's interests and decides to submit the resolution to a postal ballot. The postal ballot shall be held and the result declared within six months of the general meeting and the result shall be conclusive.
21. Notice of Meetings and Postal Ballots
(a) Any notice of meeting shall:
i. state the place, date and time of the meeting and the nature of the business of the meeting;
ii. describe an Annual General Meeting as such;
iii. be sent to each eligible member by post at his registered address unless the Society has reason to believe that it is unlikely to be received by him at that address;
iv. be accompanied by a proxy form;
v. be accompanied in the case of an election of Directors by any election address of not more than 500 words or other details concerning the candidates required by the legislation;
vi. be sent so as to reach eligible members at least 21 days before the last date for receipt of proxies; and
vii. be advertised under Rule 37.
(b) Any notice of postal ballot shall:
i. state the purpose of the ballot, the closing date and time of the ballot;
ii. be sent to each eligible member by post at his registered address unless the Society has reason to believe that it is unlikely to be received by him at that address;
iii. be accompanied by a voting paper which in the case of an election of Directors shall state the number of Directors to be elected and contain a list of the eligible candidates (distinguishing between retiring Directors and other candidates);
iv. be accompanied in the case of an election of Directors by any election address of not more than 500 words or other details concerning the candidates required by the legislation;
v. be sent so as to reach eligible members not less than 21 days before the closing date of the postal ballot; and
vi. be advertised under Rule 37.
(c) If the Society accidentally omits to send or if an eligible member does not receive any notice of meeting or postal ballot or a voting paper, proxy form or any other document to be sent to him in connection with any meeting or postal ballot this shall not invalidate the meeting or any resolutions passed or the result of the postal ballot as the case may be.
22. Validity of Meetings and Postal Ballots
A resolution or other proceedings at any general meeting or on a poll or postal ballot shall not be invalidated by reason of the subsequent discovery that any person voting was not entitled to do so but in such a case the Chairman may at his discretion, having regard to all the circumstances, in particular the number of unauthorised votes, declare the resolution or other proceedings void.
*This amount has been updated in light of the amendments to the Building Societies Act 1986 pursuant to the Building Societies Act 1986 (Substitution of Specified Amounts and Modification of the Funding Limit Calculation) Order 2007 (SI 2007/860)