1. The affairs of the Club
The affairs of the Club shall be conducted in accordance with the letter
and spirit of the Constitution laid down by the Members. The Constitution
may only be changed by agreement of not less than 75% of current Members
of the Club.
2.
Officers
Three Officers, Chairperson, Secretary and Treasurer who shall be elected
by a simple majority of Members attending the Annual General Meeting of
the Club shall manage the affairs of the Club. These Officers shall resign
at the following Annual General Meeting but shall be eligible for re-election.
If an Officer should leave the Club, die or otherwise be unable to carry
out his/her duties, a replacement may be elected at a subsequent ordinary
meeting of Members. Other Officers may be elected from time to time to
assist the three main Officers.
3.
Meetings
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a.
In each year there shall be held at least 12 monthly meetings one
of which shall be the Annual General Meeting, at which all Members
shall be entitled to be present and to vote on all matters. To retain
Club Membership each Member must attend 25% of the properly constituted
meetings in a financial year.
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b.
Dates and venues of meetings may be varied in accordance with a resolution
supported by a simple majority of those attending a properly constituted
meeting of the Club; such resolutions and all others must be carried
at a meeting where there is a quorum comprising of more than half
of the current Membership.
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c.
All Members shall be given at least 5 days' notice of dates and venues
of meetings. In exceptional circumstances shorter notice may be given.
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d.
A special general meeting may be convened by not less than three Members
for the purposes of resolving special items of Club business subject
to a written request being submitted by the Secretary who will without
undue delay then give at least 3 days' notice to Members.
4.
Membership
In accordance with the Constitution the Membership of the Club shall not
exceed 20 persons at any time.
5.
Election of new Members
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a.
The election of a new Member is conditional upon there being no objection
from any Member present at the meeting at which the application is
considered.
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b.
A prospective Member must be proposed and seconded by two existing
Members at a monthly meeting of the Club. Subject to acceptance by
all Members attending that meeting the name of the prospective Member
will be included in the minutes which will be circulated to all Members
prior to the next monthly meeting.
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c.
The Club reserves the right to refuse admission to any person without
giving a reason.
6.
Withdrawal of Membership
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a.
A Member shall cease to be a Member of the Club if he/she is in contravention
of Clause 15 of the Constitution.
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b.
If a Member should die or cease to be a Member for any reason, the
Club shall pay the Member or to persons entitled by law an equal amount
to the former Member's share in the assets of the Club as defined
in Rule 11.
7.
Joining Fee
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a.
All new Members will pay a joining fee equivalent to one month's subscription
to be used for the Club's running costs.
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b.
This fee may be varied at the Club's AGM or at a special general meeting.
8.
Subscriptions
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a.
A subscription of no less than £25 per calendar month shall be paid
into the Club's bank account by all Members on or before the 1st day
of each month by means of a standing order from a bank, building society
or similar source.
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b.
Each Member's subscription will be used to;
i. purchase
for that Member an appropriate number of units according to the unit
value declared at the monthly meeting preceding that date when the
subscription was paid and,
ii.
contribute towards Club expenses at a level determined reasonable
by the Club at a properly convened general meeting.
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c.
The Treasurer shall notify Members at their monthly meeting if any
Member is in arrears.
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d.
The monthly subscription and the level of Club brokerage may be varied
at the Club's annual general meeting or at a special general meeting.
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e.
Failure to provide subscription on 2 consecutive months will lead
to the automatic termination of Membership.
9.
Capital Account
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a.
The Club's assets shall be valued monthly by the Treasurer and a report
shall be presented at the next meeting. The value of investments shall
be based on "middle" closing prices recorded in the 'Financial Times'
or other reliable source of stock market information.
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b.
The Treasurer's monthly report shall include: the current value of
each of the Club's investments together with a total value of such
investments; a statement of unpaid accounts and cash in hand on the
aforesaid day; the total value of the Club's assets and the current
unit total which shall be determined by dividing the total net asset
value by the total number of units issued to Members.
10.
Members Accounts
An account shall be kept for each Member of the Club showing: the total
investment made by each Member by means of subscription; the total of
withdrawals made by each Member who has sold back units to the Club; the
total number of units currently held by the Member and the current value
of his/her holding.
11.
Member Leaving the Club
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a.
Resignations from Membership must be submitted in writing to the Chairperson,
Treasurer or Secretary not less than ten working days before the monthly
meeting at which the resignation is to take effect.
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b.
Members leaving the Club, whether by way of resignation or as a result
of termination of Membership under Rule 6 shall sell back to the Club
their entire holding of units.
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c.
The amount to be paid to a Member leaving the Club shall be calculated
by multiplying the total number of units held by the Member by the
unit value declared by the Treasurer at the Club meeting at which
the resignation became effective, subject to deduction of Club brokerage
at 1.5% and any legal fees incurred by the Club in connection with
the withdrawal of the funds. Any surplus cash held to the Member's
credit will be added.
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d.
Payment to the Member who has left the Club shall be made as soon
as possible and in any case within 90 days of the resignation becoming
effective.
12.
Withdrawal of Funds
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a.
The amount to be paid to a Member withdrawing partial funds from the
Club shall be calculated by multiplying the total number of units
held by the Member by the unit value declared by the Treasurer at
the Club meeting at which the withdrawal of funds became effective,
subject to deduction of Club brokerage at 1.5% and any other fees
incurred by the Club in connection with the withdrawal of the funds.
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b.
Payment to the Member who has withdrawn funds from the Club shall
be made as soon as possible and in any case within 90 days of the
withdrawal of funds becoming effective.
13.
Running Costs
No Member of the Club shall be compensated for providing services to the
Club but may be remunerated for agreed expenses incurred on behalf of
the Club. Expenses incurred in managing the Club shall be recorded in
the Club's cash account which shall be funded from the Club's subscription
and other income. The Treasurer shall maintain a full and accurate record
of all expenditure to submit to the auditors annually.
14.
Banking
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a.
The Club's bankers/building society shall be determined annually at
the Annual General Meeting but may be changed by agreement of a simple
majority of Members at a special general meeting called in accordance
with Rule 3.
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b.
All cheques drawn on the Club's account(s) shall require any two of
three authorised signatures. Where possible one of the signatories
of the cheques should be the Chairperson. In the event of one authorised
signatory being unavailable for an extended period, the Officers of
the Club may authorise a further signatory for the period involved.
All income shall be paid direct into the Club's bank/building society
account(s) except where Members have approved an arrangement whereby
their stockbroker retains funds from the sale of one or more investments
pending the purchase of other investments.
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c.
The Club's bank/building society shall be instructed not to grant
any overdraft facilities to the Club.
15.
Brokers
The Club's brokers shall be instructed that;
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a.
Only one or two named Officers are authorised to buy or sell investments
on behalf of the Club.
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b.
No Member is authorised to commit the Club beyond the cash held by
the broker.
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c.
All cheques due to the Club's account are to be made out to the Club's
name on non-transferable cheques.
16.
Commitments
No Club Member shall make any commitment on behalf of the Club or commit
Club funds without written authority to do so.
17.
Amendment of Rules
The rules of the Club may be amended or rescinded at a monthly meeting
of the Club subject to agreement by at least 75% of Members present.
18.
Minutes
Minutes of the Club meetings shall be kept by the Secretary and shall
be made available to all Members of the Club within 14 days of the meeting
taking place.
19.
Disputes
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a.
Any disputes as to the interpretation of these rules shall be decided
by the Chairperson, unless notice is properly served requesting that
the matter should be resolved by a special meeting of Club Members.
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b.
Any disputes relating to the valuation of a Member's share in the
assets of the Club or his/her entitlement to that share shall be decided
by a chartered accountant (to be appointed by the Chairperson of the
Club) of at least seven years' standing whose Certificate of Decision
shall be accepted as final. Fees incurred in obtaining this decision
shall be paid by the party to the dispute against whom the decision
is made, or in the case of this not being clear the fees shall be
shared between the Club and the ex-Member concerned.
20.
Winding Up
The Club shall be wound up and all assets divided among the Members (after
payment of Club expenses) in accordance with the number of units held
by each Member if a resolution to that effect is passed by at least 75%
of the Members at a special general meeting of the Club.
21.
Tax Liability
Membership of the Club implies acceptance of proportional tax liability
on trading profits made by the Club in any tax year.
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