The Board
Effective from 1 September 2008
26. Powers and Duties of the Board
(a) The Society's business and the conduct of its affairs shall be the responsibility and under the direction, control and management of the Board. The Board may exercise all the powers which need not be exercised (under the legislation or these Rules) in general meeting or by another person. The general power of the Board under this Rule shall not be limited or restricted by any specific power or authority given to it by the legislation or any other Rule. The Board may delegate any of its powers, discretions and authorities in relation to its business to any committee, officer, employee, adviser or agent (including the power to delegate further).
(b) The Board shall appoint and may terminate the appointment of the Chief Executive and the Secretary of the Society.
27. Size of Board
The Board may decide its own number but this shall not be less than eight. The Board may continue to act not withstanding any vacancies on the Board but must appoint a Director to fill any vacancy where the number falls below eight.
28. Board Meetings
(a) The Board may from time to time elect a Chairman and one or more Deputy Chairmen from amongst its number and shall elect or re-elect such officers each year at its first meeting following the Annual General Meeting.
(b) A Board meeting may be called by the Chairman, any Deputy Chairman, the Chief Executive, any two Directors or the Secretary of the Society.
(c) A quorum at a Board meeting shall be five Directors provided that those holding executive office do not form a majority of those present, but if the size of the Board falls below five the remaining Directors shall be a quorum.
(d) A Board meeting may consist of a conference between Directors some or all of whom are in different places provided that each Director may participate in the business of the meeting whether directly, by telephone, or by any other electronic means which enables him:
(i) to hear each of the other participating Directors addressing the meeting; and
(ii) if he so wishes, to address all of the other participating Directors simultaneously.
A quorum shall be deemed to be present if at least the number of Directors required to form a quorum under Rule 28 (c) may participate in the business of the meeting in the manner described in this paragraph. A Board meeting held in this way is deemed to take place at the place where the largest group of participating Directors is assembled or, if no such group is readily identifiable, at the place from where the Chairman participates.
(e) The Board shall decide matters by a majority of votes and in the case of an equality of votes the Chairman shall have a second or casting vote.
(f) A resolution in writing signed by all the Directors shall be as valid and effective as if it had been passed at a duly convened and constituted Board meeting.
(g) All matters decided at any meeting of the Board or of any committee of it shall be valid even if it is later discovered that the meeting was improperly convened or constituted or that the appointment or election of any Director or any committee member is invalid or that any such person is or was disqualified.
29. Appointment, Election and Retirement of Directors
(a) The Board may at any time appoint a Director to fill a vacancy other than one arising from the retirement from office of a Director at an Annual General Meeting.
(b) A Director appointed by the Board shall retire from office at the Annual General Meeting following his appointment and shall be eligible for election at that meeting without nomination or, if the Director was appointed during the period starting with the beginning of the financial year and ending with the Annual General Meeting, at the Annual General Meeting in the financial year following his appointment.
(c) At each Annual General Meeting any Director who was not elected at either of the last two Annual General Meetings shall retire from office and shall be eligible for election at that meeting without nomination.
(d) A Director who reaches the age of 70 years shall retire from office and shall not be eligible for election.
(e) Any individual who becomes a Director as a result of a transfer to the Society of the business of another building society may be treated for the purposes of this Rule as if appointed or last elected as a Director on the date of appointment or election to the board of the other society.
(f) An election of Directors shall be held whether or not the number of eligible candidates is more than the number of vacancies on the Board. The Directors may be elected by a resolution voted on by a poll at the Annual General Meeting or by postal ballot in which event the result shall be declared at the Annual General Meeting.
30. Nomination for Election of Directors
(a) Any individual aged between 18 and 70 at the date of election who is not disqualified under Rule 35 may be nominated for election as a Director.
(b) A nomination for election as a Director may be made by 250 qualified two year members. The nomination must:
(i) be in writing, signed by the nominated candidate and by each of the qualified two year members nominating him;
(ii) state the full names and addresses of each of those qualified two year members and the account number of their share investments or mortgage loans; and
(iii) be received by the Society at its head office addressed to the Secretary accompanied by a deposit of £500* by the end of the financial year preceding the election. Any nomination received after that date will be carried forward (unless the candidate requires otherwise) as a nomination for the next election of directors.
(c) Any individual nominated for election as a Director may withdraw his name only by delivering a written notice of his withdrawal addressed to the Secretary to be received by the Society at its head office not later than 21 days after the end of the financial year during which his nomination was received at the head office of the Society. In the event of a withdrawal before the end of the financial year preceding the election, the deposit shall be returned to the candidate. In the event of a withdrawal after that time, the return of the deposit to the candidate shall be at the Society’s discretion.
(d) After the election the deposit shall be returned within 14 days to any successful candidate or one who received votes equivalent in total to either 5% or more of the total votes cast in the election or 20% or more of the total votes cast for the candidate who is elected with the smallest total number of votes. In any other circumstances the deposit shall be forfeited.
31. Directors' Share Investment
Each Director shall hold a share investment to a value of not less than £1,000.
32. Remuneration of Directors
(a) The total remuneration of the Directors (exclusive of any remuneration paid in respect of executive duties) shall be decided by the Board but shall not exceed fifteen pence per ten thousand pounds of the Society's total assets at the start of the financial year in which the remuneration is paid.
(b) Directors shall be entitled to be reimbursed by the Society for all expenses properly incurred in connection with the Society's business.
(c) The Board may make payments for the purpose of providing pensions for former Directors and their dependants. Any pension payable shall be of such amount and on such terms and conditions as the Board may decide.
33. Directors' Interests
(a) A Director shall declare any interest in accordance with the legislation and any other material interest and (except in relation to matters to be decided under Rule 32) shall not vote on any matter to be decided by the Board in which he has such an interest. Nor shall he be counted in the quorum present at any meeting at which such matter is considered.
(b) If any question arises at a Board meeting as to the materiality of a Director's interest or as to the entitlement of a Director to vote, and the Director does not agree to abstain from voting, the question shall be resolved by the Chairman of the meeting (or if the Chairman is the Director in question then by another Director present chosen by the meeting, with the Chairman abstaining, for this purpose) whose ruling shall be final and conclusive.
(c) A Director may hold any office of profit with the Society (other than the office of auditor or valuer) simultaneously with his office of Director and may be appointed by the Board to an office of profit with any body corporate in which the Society is, or will be, interested. A Director appointed to an office of profit with any such body corporate shall promptly disclose to the Board any benefit he derives from that office.
(d) A Director, notwithstanding his interest, may be counted in the quorum present at any meeting at which he or any other Director is appointed to hold any office of profit with the Society or with any body corporate in which the Society is, or will be, interested or at which the terms of any such appointment are arranged. He may vote on any such appointment or arrangement other than his own appointment or the arrangement of the terms of that appointment.
34. Indemnity
Every Director or officer shall be indemnified by the Society against any liability which arises from or in the course of duty insofar as the legislation does not prevent such indemnity.
35. Vacation of Office and Disqualification
(a) A Director shall cease to hold office:
(i) on the date specified in a written notice of resignation given to the Secretary;
(ii) on taking up permanent residence outside the United Kingdom without the prior written consent of all other Directors;
(iii) on conviction for any offence involving dishonesty or on imprisonment following conviction for any offence;
(iv) on being adjudicated bankrupt or compounding or making any arrangement with creditors generally;
(v) on becoming a mental patient;
(vi) on accepting or holding office or employment in another building society without the prior written consent of all other Directors;
(vii) in the case of a Director who is an executive of the Society, on termination of employment unless the Board resolves that the Director shall continue in office as such;
(viii) on ceasing to hold the share investment required under Rule 31;
(ix) if disqualified at law from holding office as a director of either a company or a building society;
(x) if requested in writing by all other Directors to resign;
(xi) if the Board passes a resolution to that effect after the Director has been absent from all meetings of the Board held during a period of three consecutive months;
(xii) if a resolution to that effect is passed at a general meeting or on a postal ballot; or
(xiii) if the Board passes a resolution to that effect either: (1) after a regulatory authority has made it a condition of the Society's continued authorisation that the Director should cease to hold office or has imposed a requirement or made a recommendation that he should cease to hold office; or (2) following a failure by the Director to obtain or maintain any personal authorisation required from a regulatory authority relevant to the office of director.
(b) All Directors shall be given at least 14 days written notice of a proposed resolution to be moved at a Board meeting to the effect that a Director shall cease to hold office.
*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)