Interpretation
Effective from 1 September 2008
The Rules are to be interpreted in the way described below.
(a) The Rules contain references to:
(i) amounts of money (in the definitions of qualified two year member and qualified voting member and in Rules 14 and 30);
(ii) numbers of words (in Rules 14, 15 and 21);
(iii) numbers of members (in Rules 14, 15 and 30);
(iv) numbers of days (in Rule 14);
(v) percentages (in Rule 30).
These references represent amounts, numbers and percentages specified for particular purposes by the legislation. Each such amount, number and percentage shall be read as if followed by the words 'or such other amount, figure or percentage which is for the time being the maximum permitted for this purpose by the legislation'.
(b) Any words in the masculine include the feminine and any words in the singular include the plural.
(c) The headings are provided for ease of reference and shall not affect the interpretation of the Rules.
(d) The words in italics have the meanings set against them below.
(e) Any reference to writing or written or any similar expression includes a reference to any method of reproducing words in a legible form.
(f) Any reference to signature or to something being signed or executed shall, in the context of an electronic form of proxy appointment or an electronic ballot, include either: an electronic signature or other means of verifying the authenticity of an electronic communication which the Board may from time to time approve; a signature printed or reproduced by mechanical or other means; or any stamp or other distinctive marking made by or with the authority of the person required to sign the document to indicate it is approved by such person.
(g) Any reference to receipt at the Society's head office or any similar expression means a document in paper form having been received at the Society's head office by the Secretary of the Society or such other person as the Society may from time to time specify for the purpose.
Board - the Society's Board of Directors constituted under these Rules
borrowing member - a member who has a mortgage loan
borrowing members' resolution - a resolution which the legislation requires to be passed by borrowing members
(a) to approve the terms of an amalgamation with another building society;
(b) to transfer the Society's engagements to another building society or to undertake to fulfil the engagements of another building society; or
(c) to transfer the Society's business to a company
deferred share investment - a share investment the terms of which provide that holders shall be entitled to repayment after the holders of share investments generally
electronic ballot- a ballot conducted as an electronic ballot in accordance with these Rules and the legislation on which some (but not all) of the voting is electronic voting and which, to the extent that voting in the ballot is not electronic voting, is conducted in accordance with the provisions of these Rules and the legislation which would apply if it were a postal ballot with no electronic voting
electronic communication- an electronic communication within the meaning of the Electronic Communications Act 2000 (as amended or re-enacted from time to time)
electronic voting- voting which satisfies the requirements under the legislation for electronic voting in an electronic ballot
eligible member- a member who is entitled to receive notice of a general meeting and of any postal ballot
In the case of a meeting, an eligible member is:
(a) any member who would have been eligible to vote at the meeting if the meeting were held on the date of the notice; and
(b) any person who
- becomes a member after the date of the notice but before the last date fixed under Rule 25(b)(ii) for the receipt of forms appointing proxies to vote at the meeting; or
- is a member at the date of the notice and attains the age of 18 after that date and on or before the date of the meeting.
and who would (in either case) be eligible to vote at the meeting if he remained such a member until the date of the meeting.
In the case of a postal ballot, an eligible member is
(a) any member who would have been eligible to vote in the postal ballot if the closing date for the receipt of voting papers ('the closing date') were the same as the date of the notice; and
(b) any person who
- becomes a member after the date of the notice but before the closing date; or
- is a member at the date of the notice and attains the age of 18 after that date and on or before the closing date
and who would (in either case) be eligible to vote in the ballot if he remained such a member until the closing date.
financial year- the year ending on 4 April or such other date as the Board may decide
investing member - a member who has a share investment
investing members' resolution - a resolution which the legislation requires to be passed by investing members
(a) to approve the terms of an amalgamation with another building society;
(b) to transfer the Society's engagements to another building society or to undertake to fulfil the engagements of another building society; or
(c) to transfer the Society's business to a company
legislation - Building Societies Act 1986 and any amendment or re-enactment of it and any orders made under it
member - a person who has a share investment or mortgage loan with the Society
membership - the status of investing members or borrowing members
Memorandum- the Society's Memorandum of powers registered under the requirements of the legislation
mental patient - a patient within the meaning of the Mental Health Act 1983, the Mental Health (Scotland) Act 1984 or the Mental Health (Northern Ireland) Order 1986, in each case as amended or re-enacted from time to time
mortgage loan - a loan which is substantially secured on land. For this purpose, a loan is substantially secured on land if the Society is satisfied that, at the date when the loan is made or acquired:
(a) the loan is a loan secured on land within the meaning of the legislation; and
(b) the value of that land (less the amount owing on any other secured loan having priority) is more than 50% of the amount owing on the loan
ordinary resolution - a resolution which may be passed by a simple majority of votes cast
person - any individual or body corporate
postal ballot - a ballot conducted as a postal ballot in accordance with the legislation and these Rules or, if the Board permits any voting in the ballot to take place as electronic voting, a ballot conducted as an electronic ballot.
preferred share investment - a share investment the terms of which entitle holders to priority of repayment over holders of share investments generally on a winding up or dissolution
qualified two year member - a member who is at least 18 years of age at the relevant date (as explained below) and who
(a) held a share investment with a value of at least £100 (except in relation to Rule 30 (Nomination for Election of Directors) where the value is at least £200*) throughout the period of two years ending on the relevant date (and for this purpose a person will be treated as holding a share investment during any period when his share investment was cancelled under Rule 5(b)(iv), provided that his share investment is reinstated before the end of the two year period); or
(b) owed at least £100 (except in relation to Rule 30 (Nomination for Election of Directors) where the value is at least £200*) on a mortgage loan throughout the period of two years ending on the relevant date
The relevant date means, for each of the following purposes, the date shown beside it:
Purpose Date Nominating a candidate for election as a Director The date on which the Society receives the nomination Requesting the Society to call a Special General Meeting The date on which the Society receives the request Requesting the Society to put a resolution to an Annual General Meeting The date on which the Society receives the request
qualified voting member - a member who is eligible to vote on a resolution at a general meeting or in a postal ballot, namely, a member who:
(a) is at least 18 years of age at the date of the meeting or (in the case of a postal ballot) at the closing date for the receipt of voting papers; and
(b) meets either the requirements to vote as an investing member set out in subparagraph (1) below, or the requirements to vote as a borrowing member set out in subparagraph (2) below.
The requirements to vote as an investing member on an ordinary resolution, a special resolution or an investing members' resolution are that the member:
- held a share investment at the end of the financial year before the voting date;
- held a share investment with a value of at least £100 on the voting qualification date; and
- held a share investment on the voting date.
The requirements to vote as a borrowing member on an ordinary resolution, a special resolution or a borrowing members' resolution are that the member owed at least £100 on a mortgage loan both at the end of the financial year before the voting date and on the voting date.
quorum - the minimum number of people required for a meeting
resolution - a resolution of members passed at a general meeting or on a postal ballot
share investment - an investment classed as shares under the terms and conditions of the account
special resolution - a resolution which may be passed only by a majority of 75% of votes cast in favour of the resolution
voting date - the date of the general meeting at which any resolution is to be moved, except that:
(a) where the voting is to be conducted by postal ballot, the voting date is the closing date for the receipt of voting papers; and
(b) in the case of a member who appoints a proxy to vote at a meeting, the voting date is the last date fixed under Rule 25(b)(ii) for the receipt of proxy forms
voting paper - a paper or an electronic communication in such form as may be approved by the Board from time to time for the purpose of a member casting a vote in a postal ballot or an electronic ballot
voting qualification date - in the case of a meeting or postal ballot held between the beginning of the financial year and the conclusion of the Annual General Meeting for that year, the last day of the preceding financial year; in any other case, the day which falls 56 days before the date of the meeting or (as the case may be) the closing date for the receipt of voting papers.
*These amounts have 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)