RULES

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

The affairs of the club shall be managed by three officers - chairperson, honorary secretary and honorary treasurer - who shall be elected by a simple majority of members attending the annual general meeting 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 continue 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

a) In each year there shall be held 11 monthly meetings and one annual general meeting, at which all members shall be entitled to be present and to vote on all matters.

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.

c) All members shall be given at least 5 days notice of dates and venues of meetings.

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 to the secretary who will without undue delay then give at least 21 days notice to all 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

a) The election of a new member is conditional upon there being no objection from a member at the meeting at which the application is considered.

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 and address of the prospective member will be included in the minutes which will be circulated to all members prior to the next monthly meeting.

c) The club reserves the right to refuse admission to any person without giving a reason.

d) On admission to the club, a new member will sign an agreement. The new member shall pay the initial lump-sum subscription (if applicable) and the first month’s subscription. These sums will purchase for the new member a number of units calculated according to club rules and the unit value prevailing at the time of joining.

6. WITHDRAWAL OF MEMBERSHIP

a) A member shall cease to be a member of the club if he/she is in contravention of Clause 15 of the constitution.

b) If a member should die or cease to be a member for any reason, the club shall pay to the member or to persons entitled by law an amount equal to the former member’s share in the assets of the club as defined in Rule 11.

7. INITIAL LUMP-SUM SUBSCRIPTION

a) All members will pay a joining fee of £100 which will rank on par with monthly subscriptions in that it will purchase for that member an appropriate number of units according to the unit value at the time of joining.

b) This fee may be varied at the club’s annual general meeting or at a special general meeting.

8. SUBSCRIPTIONS

a) A subscription of £40 per calendar month shall be paid into the club’s bank/building society 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.

b) Each member’s subscription will purchase for that member an appropriate number of units according to the unit value declared at the monthly meeting preceding the date when the subscription was paid, subject to club brokerage if such should be in force at that time.

c) The treasurer shall notify members at their monthly meeting if any member is in arrears.

d) The monthly subscription and the level of the club brokerage may be varied at the club’s annual general meeting or at a special general meeting.

9. CAPITAL ACCOUNT

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 share price information.

b) The treasurer’s monthly report shall include as a minimum: 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 value 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, initial lump-sum and/or additional purchases of units; 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

a) Resignations of membership must be submitted in writing to the chairperson, treasurer or secretary not less than seven days before the monthly meeting at which the resignation is to take effect.

b) Members leaving the club, whether by resignation or as the result of termination of membership under Rule 6, shall sell back to the club their entire holding of units.

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 if such should be in force at that time and any legal fees incurred by the club in connection with the withdrawal of the member. Any surplus cash held to the member’s credit will be added.

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. ADDITIONAL UNITS

The club may, at its discretion, allow individual members to purchase additional units but it is implicitly understood that every member shall have equal voting powers on all matters.

13. RUNNING COSTS

No member of the club shall be compensated for providing services to 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

a) The club’s bank/building society shall be determined annually at the annual general meeting but may be changed by agreement of a majority of members at a special general meeting called in accordance with Rule 3.

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 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.

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

a) Only one or two named officers are authorised to buy or sell investments on behalf of the club.

b) No member is authorised to commit the club beyond the cash held by the club.

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 authorisation to do so.

17. AMENDMENTS OF RULES

The rules of the club may be amended or rescinded at a properly constituted meeting of the club subject to agreement by at least 75% of members present.

18. MINUTES

Minutes of the club meetings shall be kept and shall be available for inspection by any member of the club at any reasonable time.

19. DISPUTES

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 general meeting of club members.

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 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 member or ex-member concerned.

20. WINDING UP

The club shall be wound up and all assets divided among 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.