Rules. Broadband for the Rural North Limited. (A registered society under the Co-operative and Community Benefit Societies Act 2014)

Transcription

1 Rules f Bradband fr the Rural Nrth Limited (A registered sciety under the C-perative and Cmmunity Benefit Scieties Act 2014) Registratin number: 31352R Registered ffice: Statin Yard, Melling, Carnfrth LA6 2QY

2 Rules f Bradband fr the Rural Nrth Limited A Name, number and main bjects 1 What is the sciety's name? 2 What are the sciety's bjects? B Rights f members f the sciety 3 What types f share are there? 4 What is the minimum sharehlding? 5 What is the maximum sharehlding? 6 Hw t becme a member f the sciety? 7 Hw d members withdraw their shares? 8 What if a member lses their share certificate? 9 Can a member sell their shares? 10 What are a member's vting rights? 11 Can members shares in jint names? 12 Can children wn shares? 13 What happens n death, bankruptcy r mental incapacity? 14 Will members get a windfall if the sciety cnverts? 15 Will the sciety pay interest n shares? 16 Can members have their shares taken frm them? 16A Nminee sharehldings C Management f the sciety 17 The directrs 18 Retirement by rtatin 19 The secretary 20 C-pted cmmittee members 21 Bard meetings 22 Decisins f the bard 23 Directrs interests 24 Indemnity fr directrs 25 Audit and accunts 26 The seal f the sciety D Meetings f members 27 The annual general meeting 28 Special general meetings 29 Prcedure at general meetings 30 Vting at general meetings E The cnstitutin f the sciety 31 Changes t the rules 32 Winding up the sciety 32A Restrictins n use 33 Pwers 34 Registered Office 35 The Eur 36 Ntices 37 What wrds mean definitins Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

3 Rules f Bradband fr the Rural Nrth Limited A Name, number and main bjects 1 What is the sciety s name and number? 1.1 The sciety s name is Bradband fr the Rural Nrth Limited. 1.2 The sciety s registered number is 31352R 1.3 The sciety s registered ffice is Statin Yard, Melling, Carnfrth LA6 2QY. 2 What are the sciety s bjects? 2.1 The sciety aims t: Prvide high speed bradband t dmestic and business premises lcated in the rural United Kingdm, especially thse areas which are prly served; Prmte the take up f bradband, the Internet and the use f ICT generally Prvide an pprtunity fr public-spirited peple and rganisatins t cntribute financially t the cmmunity, with the expectatin f a scial dividend, rather than persnal financial reward. 2.2 Examples f the ways in which the sciety may carry ut its bjects may include: Building its wn high speed bradband netwrk(s) r wrking with ther rganisatins t assist them t d s; Prviding pprtunities fr members f the cmmunity t be trained in the skills required t build fibre netwrks and then perate them; Develping new r existing services t the lcal cmmunity that cntribute t the lcal ecnmy. 2.3 Thse bjects are carried n fr the benefit f the cmmunity. 2.4 The sciety s members may, subject t the registratin f a rule amendment by the Financial Services Authrity, change the sciety s bjects. See rule 31. B Rights f members f the sciety 3 What types f share are there? 3.1 All shares in the sciety are rdinary shares with a nminal value f ne pund each. The par r capital value f shares may be reduced in sme circumstances (see rule 16). 3.2 The sciety may issue sme shares as designated fr a particular purpse. Thse shares may carry a risk r return which is different frm that fr ther shares. (see rule 16.5). Hwever, all shares irrespective f their issue will have the same vting rights. Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

4 4 What is the minimum sharehlding? 4.1 Members f the sciety must have a minimum sharehlding f 100 shares. 4.2 Members that withdraw all their shares will n lnger be members f the sciety. 4.3 A member s debt due t the sciety will give the sciety a lien n the member s shares. This debt may be ffset against the member s share capital, share interest r lans t the sciety. 5 What is the maximum sharehlding? 5.1 A member s ttal sharehlding cannt exceed the maximum the law allws. Currently that is 100,000. But that limit des nt apply if the member is an industrial and prvident sciety. 5.2 In rule 5.1, a member s ttal sharehlding includes all shares registered in the member s name, including (fr example): all shares jintly held with thers; and shares held n behalf f thers. 6 Hw t becme a member f the sciety 6.1 On frmatin f the sciety, the subscribers t these rules becme members, each hlding ne share. (This rule des nt apply t the sciety where the sciety is adpting these rules in substitutin fr an earlier set f rules). 6.2 The directrs f the sciety will, frm time t time, set the prcedures and frms t be used fr applying fr shares and fr the minimum allwable sharehlding under rule 4.1. Thse prcedures shuld include the fllwing: The directrs will btain legal advice, t cnfirm that any prpsed financial prmtin: des nt cntain any untrue r misleading statement; and gives a reasnable and fair descriptin f the risks assciated with hlding withdrawable shares in this sciety; and cmplies with any vluntary cde r guidance which the sciety may, frm time t time, agree Fr this rule, a prpsed financial prmtin is any dcument issued by the sciety t prmte the issue f shares (r anything else which might be cnsidered an investment if issued by a cmpany, such as a bnd, fr example) Fr this rule a dcument als includes nn-real time cmmunicatins and real time cmmunicatins (as described in article 7 f the Financial Services and Markets Act 2000 [Financial Prmtin] Order 2001; SI 2001/1335), even if it is nt in dcumentary frm. 6.3 Members must pay ne pund fr each share fr which they apply. 6.4 When shares are issued, the sciety will prvide a share certificate in respect f thse shares. At that time a member s details will be entered in t the sciety s register f members. Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

5 6.5 The sciety may perate a share purchase instalments scheme t help members t purchase the minimum sharehlding. Sme legal restrictins may gvern the peratin f that scheme. 6.6 The sciety will take reasnable steps t verify the identificatin f members. The sciety will retain a cpy f all dcuments seen t verify the identity f a member. 7 Hw d members withdraw their shares? 7.1 All shares are withdrawable. When members withdraw shares, the sciety may at its sle discretin return the mney paid fr them. Subject t rule 16.1 this des nt apply if the sciety has reduced the capital value f shares (by passing a bard reslutin, under rule ). In that case the sciety will return nly the reduced capital value f the shares. 7.2 If shares are withdrawn the sciety will pay any interest accrued t the date f withdrawal. 7.3 Shares may at the sle discretin f the sciety be withdrawn n 180 days ntice but are subject t the restrictins in rule 7.1. All withdrawals shall be in the rder in which the ntices are received by the sciety. Ntice, whenever given, des nt take effect befre the third anniversary f: the share being issued, r, if later the enterprise beginning t trade (with the trade relevant fr the purpses f the Enterprise Investment Scheme). 7.4 Once the third anniversary f Rule r if later Rule has ccurred, and NOT BEFORE, the sciety may waive the 180-day ntice perid, r accept a shrter ntice perid. That will be at the sle discretin f the sciety s directrs and members have n right t insist that the sciety shuld waive r reduce the nrmal ntice perid. 7.5 Members must return their share certificates t the sciety 180 days after prviding ntice f withdrawal. 7.6 When members apply t withdraw shares, they will need t cmplete a withdrawal frm (as set by the sciety s directrs); cmply with any prcedures the sciety s directrs may set; and prduce evidence f identity (if nt previusly prvided). 7.7 Frm time t time, the sciety may suspend (r limit) a member s right t withdraw shares. 7.8 There is a minimum number f members. The minimum is currently: If tw (if bth members are industrial and prvident scieties) r three (if any member is nt an industrial and prvident sciety). the sciety has n mre than the minimum number f members then thse members can withdraw sme f their shares, but, thse members cannt withdraw all their shares. Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

6 7.9 Members may end their membership f the sciety by withdrawing all their shares. Or, if the right t withdraw is suspended by rule 7.7, members may surrender all their shares. On surrender the directrs f the sciety may (but d nt have t) pay sme r all f the mney paid fr the shares. 8 What if a member lses their share certificate? 8.1 The members f the sciety are thse whse names are n the register f members. S, at their discretin, the directrs may allw the sciety t replace a lst r destryed share certificate. 8.2 The directrs may set cnditins fr the replacement. Members will have t meet thse cnditins befre the sciety can issue the replacement. 9 Can a member sell their shares? 9.1 A member cannt transfer any f their shares t any ther persn. 10 What are a member s vting rights? 10.1 At the sciety s annual general meeting (and ther general meetings f the sciety), each member has ne vte. Members will have ne vte each irrespective f the number f shares they may hld. 11 Can a member hld shares in jint names? 11.1 A member may hld any shares in their wn name. Or they may hld them jintly (with up t three thers) Suppse a member represents an unincrprated assciatin (perhaps a club r sciety, fr example). The assciatin's shares must be held in the jint names f tw r mre persns. The assciatin cannt hld shares in its wn name (but the hlders f its shares may ask the sciety t nte the assciatin's name and address in the sciety s register f members) Fr vting and the payment f interest, the jint hlders f a share are ne sharehlder and ne member If a member hlds a share jintly, the member and the ther hlders f that share may g t the sciety s general meetings (and speak at them). But nly ne f the hlders f that share can vte. If the hlders f the share cannt agree between them wh is t vte, it will be the persn named first (in the sciety s register f members) Similarly, the sciety will send crrespndence, ntices, and the share certificate, nly t the persn named first (in the sciety s register f members), unless that persn gives the sciety different, written, instructins Similarly, the sciety will pay interest nly t the persn named first (in the sciety s register f members), unless that persn gives the sciety different, written, instructins. Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

7 11.7 Unless members give the sciety different, written, instructins, all jint hlders f a share must sign an applicatin t withdraw the share. 12 Can children wn shares? 12.1 Members must be 16 years ld, r lder A persn under 16 cannt be a member. But a member can hld shares n behalf f smebdy wh is under 16. The sciety has t treat thse shares as belnging t that member (and nt the child), fr the purpses f rule 5.1 (which sets the greatest ttal value f shares a member can have in their name). Fllwing that persn s 16 th birthday, they may becme a member f the sciety and thse shares can pass n t them. 13 What happens n death, bankruptcy r mental incapacity? 13.1 This rule 13.1 applies n the death f a member hlding a share in their wn name. Fr sharehldings f 5,000 r less: If the member has named a persn t take the shares n their death (called the member s nminee), and if the shares registered in the member s name have a ttal value f 5,000 (r less), then the sciety will transfer the shares t the member s nminee. Fr sharehldings greater than 5,000: If the member has named a persn t take the shares n their death (called the member s nminee), and if the shares registered in the member s name have a ttal value f mre than 5,000, then the sciety will transfer the shares t the member s nminee, but nly fr shares with a ttal value f 5,000. The sciety will decide which shares transfer t the member s nminee. The member s persnal representatives will have t deal with the ther remaining shares. Fr sharehldings where the nminee is yunger than 16 (when they culd take the shares): If the member has named a persn t take the shares n their death (called the member s nminee), and if the member s nminee is yunger than 16 (when they culd take the shares), Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

8 then the sciety may treat an adult (the member s nminee s mther, father, r guardian, fr example) as having the rights f the member s nminee. The sciety will then transfer the member s shares t them. That adult must undertake t hld the shares n trust fr the member s nminee. Fr sharehldings where the member has n nminee and the value is 5,000 r less: If the member has NOT named a persn t take the shares n their death, and if the shares registered in the member s name (and any ther interests the member may have with the sciety) have a ttal value f 5,000 (r less), then the sciety may (at the sciety s discretin) transfer the shares t the persn wh seems t have the legal right t them (member s wife, husband, civil partner r children, fr example). The sciety will ask fr evidence f their right. The sciety is unable t transfer the shares t that persn if the persnal representative has applied fr prbate r letters f administratin. Fr sharehldings where the member has n nminee and their persnal representatives have applied fr prbate r letters f administratin, and the value is 5,000 r less: If the member has NOT named a persn t take the shares n their death, BUT their persnal representatives have applied fr prbate r letters f administratin, and if the shares registered in the member s name (and any ther interests the member may have with the sciety) have a ttal value f 5,000 (r less), then the sciety will transfer the shares t the member s persnal representative. The sciety must see the prbate r letters f administratin. Fr sharehldings where the member has n nminee and the value is greater than 5,000: If the member has NOT named a persn t take the shares n their death, and if the shares registered in the member s name have a ttal value f mre than 5,000, then the sciety will transfer the shares t the member s persnal representative. The sciety must see the prbate r letters f administratin After the sciety has transferred the member s share t their persnal representative, the persnal representative: may apply t withdraw the share; may apply t receive any interest that may becme due n the share befre they withdraw it; Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

9 but cannt exercise any ther membership rights fr that share Any ther persn t whm the sciety transfers a member s shares (under rule 13.1) will have all the membership rights previusly enjyed by the member This rule 13.4 applies n the death f a member wh held a share jintly with thers. If the member has nt given the sciety written instructins then the sciety will treat the surviving wner (r wners) as the nly (jint) wner f that share. If the member has given the sciety written instructins t d s then rule 13.1 tells the sciety wh t register in the member s place This rule applies t the member s replacement (the persn t whm the sciety transfers the member s shares under rules 13.1 r 13.4). Rules 13.1 and 13.4 d nt allw the member s replacement t hld (n their wn r jintly, with thers) shares with a ttal value greater than the law allws. See rule After the sciety receives written prf that a member is bankrupt, the trustee f their estate may apply t withdraw the share. The trustee may als then apply t receive any interest that may becme due n the share befre they withdraw it. The trustee cannt exercise any ther membership rights fr that share. This rule 13.6 applies if the share was in the member s sle name This rule 13.7 applies when the sciety receives written prf that a jint hlder f a share is bankrupt. The sciety will then substitute the interest f the trustee f their estate fr the name f that jint hlder (in the sciety s register f members). The trustee will be substituted as the last named persn (f the jint hlders f that share) registered as hlding that share. The sciety will autmatically cancel any written instructins that vary the effect f rules 11.5, 11.6, r This rule 13.8 applies when a member (r a persn claiming thrugh a member) is mentally incapable. The bard shuld treat that individual as mentally incapable when satisfied (after cnsidering medical evidence) that the individual is incapable, thrugh disrder r disability f mind, f managing their wn affairs When rule 13.8 applies, the bard shuld deal with the individual s dnee r deputy if: the individual lacks capacity (as described in the Mental Capacity Act 2005) fr the purpses f the Industrial and Prvident Scieties Act 1965); and there is, fr that individual: a dnee f an enduring pwer f attrney (as described in the Mental Capacity Act 2005); r a dnee f a lasting pwer f attrney (as described in the Mental Capacity Act 2005); r a deputy, appinted by the Curt f Prtectin; and that dnee, r deputy, has pwer fr that individual fr the purpses f the Industrial and Prvident Scieties Act Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

10 13.10 In all ther cases when rule 13.8 applies, the bard may pay, t any persn they judge prper, the value f that individual s shares, lans and depsits with the sciety. But first the bard must be satisfied that: n ther persn has been appinted t administer that individual s prperty; and it is just and expedient t pay that persn. 14 Will members get a windfall if the sciety cnverts? 14.1 The sciety may cnvert itself int a cmpany, amalgamate with anther sciety r cmpany, r transfer its business t anther sciety r cmpany. The sciety r cmpany (int which the sciety cnverts, r with which it amalgamates, r t which it transfers its business) must have bjects similar t thse f the sciety. The prcedures and cnditins fr that are in ss50-52 and s54 f the Industrial and Prvident Scieties Act Members are nt t benefit financially if the sciety cnverts, r transfers its business r is wund up (see rule 32.5). The sciety may make it a cnditin f membership that members sign a cntract with the sciety prir t becming a member, in such frm as the sciety s directrs require, by which members give up any persnal financial benefit frm cnversin, r transfer, r winding up. The sciety may als make it a cnditin that fr any members that were nt previusly subject t such a cntract, that such a cntract becmes a cnditin f their nging membership, subject t the agreement f members at an AGM and where relevant, the registratin with the Financial Services Authrity f any related rule amendments Members appint the sciety s secretary as their attrney (fr this purpse nly and n ther). The sciety s secretary may sign the cntract referred t in rule 14.2 abve fr members if members d nt sign it and return it within 14 days after the sciety asks them t. That appintment is irrevcable and granted t secure members bligatin in rule Will the sciety pay interest n shares? 15.1 The sciety may use its prperty and prfits nly t prmte its bjects. The sciety will nt pay members any dividend, bnus r ther share in prfits Rule 15.1 des nt prevent the sciety frm paying interest n shares. The directrs f the sciety will set the rate f interest (if any). It will be a variable interest rate. Subject t the agreement f members at an AGM, the directrs may decide t pay interest t members n their shares by issuing further shares The sciety will nt pay a rate f interest that is higher than needed t fund the sciety s activities. In setting the rate, the sciety s directrs will take particular accunt f the sciety s intentin t prvide an pprtunity fr public-spirited peple and rganisatins t cntribute financially t the cmmunity, with the expectatin f a scial dividend, rather than persnal financial reward The sciety will calculate the interest n the mney paid fr the shares (unless their capital value has been written dwn under rule ). While shares are written Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

11 dwn under rule the sciety will calculate the interest n that written dwn value Rule 15.1 des nt prevent the sciety frm setting aside a reserve fund. The sciety s directrs are t decide hw much is t be transferred t the reserve fund. The reserve fund may be used t meet any cntingency which affects the sciety s business. But, befre the sciety can use the reserve fund: the directrs have t recmmend its use t a general meeting f members; and the general meeting must apprve its use (by a simple majrity) Rule 15.1 des nt prevent the sciety frm paying mney t supprt: c-perative develpment; and educatinal purpses; and charitable purpses The directrs may prpse payments authrised by rule But, befre the sciety can make the payment: the directrs have t recmmend it t a general meeting f members; and the general meeting must apprve it (by a simple majrity) Rule 15.1 des nt prevent the sciety frm paying (in gd faith): (at a reasnable and prper rate) fr services rendered t the sciety by any f its emplyees, fficers r members, and reimbursement f their expenses; and (at a reasnable and prper rate) rent, fr premises let t the sciety by any f its emplyees r fficers. 16 Can members have their shares taken frm them? 16.1 The sciety may reduce the value f shares if the sciety s liabilities (plus issued share capital) becme mre than the value f the sciety s assets. The circumstances in which this may happen are described belw (in rules 16.2 t 16.4). Thse rules 16.2 t 16.4 als describe the prcedures the sciety must fllw t d that Suppse that the sciety s directrs believe that the sciety s liabilities (plus issued share capital) may be mre than the value f the sciety s assets. The directrs then may instruct accuntants t reprt t them. The accuntants may be the sciety s auditrs, r they may be independent qualified accuntants Suppse that the accuntants appinted under rule 16.2 reprt t the directrs that the sciety s liabilities (plus issued share capital) are mre than the value f the sciety s assets. The directrs may then decide t apprtin the excess liabilities (r part f them) amng the sharehlders. When the excess liabilities are apprtined, the ttal f the excess will be apprtined amng the sharehlders in prprtin t the ttal nminal value f shares held by each member. The ttal nminal value, fr these purpses, will be taken t be that at the clse f business n the date f the apprtinment Suppse that the directrs reslve t apprtin the sciety s excess liabilities in accrdance with rule The directrs must then reslve either: That the capital value f each share then in issue is reduced accrdingly, but: Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

12 the sciety shall nt reduce the capital value f any share belw zer (that is t say a member will nt we any mney t the sciety); and the sciety may restre the capital value, by a similar prcedure t that described in rules 16.2 t 16.4 (but nly where the value f the sciety s assets is mre than the liabilities [plus nminal issued share capital]); and if the sciety restres the capital value, the sciety shall nt increase it abve ne pund; and all shares the sciety may issue later (after the sciety has reduced the capital value f any shares) are t be issued at par (and fr a nminal value f ne pund each) Rules 16.2 t 16.4 may nt apply t assets, liabilities and share capital which are designated t specific purpses in accrdance with rule 3.2. Shares may be issued n the bases that: they are designated t a specific purpse (under rule 3.2); and the funds fr that purpse are treated as separate frm the sciety s ther funds If shares are issued n thse bases (in rules and ), this rule 16.6 applies. The assets, liabilities and share capital fr each f thse purpses (the Special Purpse Funds) are treated separately frm the sciety s ther assets, liabilities and share capital (the General Purpse Funds) in fllwing the prcedures in rules 16.2 t And the prcedures in rules 16.2 t 16.4 d nt have t be applied t any f the Special Purpse Funds when they are applied t the General Purpse Funds. Similarly, the prcedures in rules 16.2 t 16.4 may be applied t any f the Special Purpse Funds in islatin; they d nt have t be applied t any ther f the Special Purpse Funds (r the General Purpse Funds) at the same time. 16A Nminee sharehldings 16A.1 The bard may apprve a persn as an Apprved Nminee. The bard may impse cnditins when it apprves an Apprved Nminee, and may later vary them and add new cnditins. Fr example, the bard may wish t ensure that: 16A.1.1 the Apprved Nminee is a fit and prper persn t represent members f the sciety; and 16A.1.2 the Apprved Nminee is perating effective identificatin and mney laundering prcedures at least equivalent t thse perated by the sciety; and 16A.1.3 the Apprved Nminee will, n request, give full identificatin infrmatin abut any member it represents; and 16A.1.4 the Apprved Nminee gives prspective members a reasnable and fair descriptin f the risks assciated with hlding withdrawable shares in this sciety. 16A.2 The bard may nt apprve mre than five Apprved Nminees at any time. 16A.3 An Apprved Nminee may apply fr membership f the sciety n its wn behalf, r n behalf f thers. When applying fr membership n behalf f anther, the Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

13 Apprved Nminee must name that ther, and identify the number f shares fr which that ther is applying. 16A.4 When the bard apprve an applicatin fr shares by an Apprved Nminee (acting as such), the sciety will enter the member in its register f members, and issue the share certificate as: [name f Apprved Nminee] re [name f member]. The sciety will enter the address f the Apprved Nminee as the address f that member fr thse shares. 16A.5 Fr the purpses f rules 5.1 and 7.8, each member represented by the Apprved Nminee is a separate member and their sharehlding thrugh the Apprved Nminee is treated as part f their ttal sharehlding. The Apprved Nminee itself (if it wns shares ther than n behalf f thers) is a separate member. 16A.6 Fr the purpses f rule 7.3, an Apprved Nminee may give ntice n behalf f a member it represents (but nly fr thse shares registered in its name n behalf f that member). 16A.7 The sciety will return capital and pay interest payable under rule 15.2 t the Apprved Nminee n behalf f the members it represents (but nly fr thse shares registered in its name n behalf f thse members). 16A.8 Fr the purpses f rules 27 and 28, the sciety need give nly ne ntice t an Apprved Nminee, with ne set f papers, and that is regarded as gd ntice f the general meeting, t the Apprved Nminee and each member it represents (fr all shares wned by that member). 16A.9 At general meetings the Apprved Nminee is autmatically the prxy f each member it represents, withut the need fr any further prxy frm. In cunting fr the qurum at a general meeting, each member represented by the Apprved Nminee is regarded as present. 16A.10 At general meetings, the Apprved Nminee des nt have t cast all vtes under its cntrl in the same manner. S, fr example, sme f its blck f vtes may be cast fr a particular reslutin, sme against, and sme might abstain. Nthing in these rules gives any member r fficer f the sciety any right t cmpel the Apprved Nminee t disclse why it has cast the vtes under its cntrl in any particular way. 16A.11 An Apprved Nminee must give this infrmatin t the sciety n each ccasin that it casts any f its blck f vtes: 16A A A A A.11.5 the ttal number f vtes in its blck. the number f vtes it is casting fr the mtin. the number f vtes it is casting against the mtin. the number f abstentins frm its blck (all members whm it represents, but wh are nt vting fr r against the mtin). its net vte (the difference between the number f vtes it is casting fr the mtin and the number it is casting against the mtin). 16A.12 The size f the blck f vtes cast by any Apprved Nminee is limited. The net vte cast by an Apprved Nminee fr r against any mtin is cunted as n mre than the lwer f: 16A A.12.2 that Apprved Nminee s net vte n that mtin. such number f vtes as cnstitutes 5% f the ttal vtes cast fr and against the mtin. In cunting the ttal vtes cast fr and against the mtin the sciety must cunt the net vte f each Apprved Nminee Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

14 vting (each limited t 5% f the ttal). In cunting the ttal vtes cast fr and against the mtin, the sciety must nt cunt any abstentins. 16A.13 The sciety may terminate the apprval f the Apprved Nminee n reasnable ntice fllwing failure t cmply with any cnditin applied by the sciety. The Apprved Nminee is then treated as having given ntice t withdraw all shares it hlds (fr itself and n behalf f thers). C Management f the sciety 17 The directrs 17.1 The peple nminated (as directrs) by the subscribers t these rules became the first directrs f the sciety, when it was frmed. (This rule des nt apply t the sciety where the sciety is adpting these rules in substitutin fr an earlier set f rules) The directrs: manage the business f the sciety; may (at any bard meeting at which there is a qurum) exercise any f the sciety s pwers; may delegate any f their pwers t a cmmittee (f 2 r mre directrs); may delegate any f their pwers t a sle directr; may appint any persn t act as the agent f the sciety (and they may authrise that persn t delegate their pwers) The sciety has a minimum f tw directrs (see als rule 17.7). If there is ne directr, the sle directr has authrity t appint a secnd directr The directrs n the sciety s bard are appinted by members at the annual general meeting. All candidates fr a bard psitin must find members t act as a prpser and secnder and then declare their intentin t stand fr the bard 14 days befre the annual general meeting. Between annual general meetings, the bard may appint a directr either: t fill a vacancy; r as an additinal directr Directrs appinted by the bard must stand dwn at the end f the next annual general meeting. The members may reappint them, at that annual general meeting The sciety will hld a special general meeting within six mnths after the sciety is frmed. The directrs appinted by the subscribers t these rules (see rule 17.1) must stand dwn at the end f that special general meeting. The members may reappint them, at that special general meeting. (This rule des nt apply t the sciety where the sciety is adpting these rules in substitutin fr an earlier set f rules) The members may increase the minimum number f directrs (by changing rule 17.3, but any such increase wuld nly take effect nce an apprpriate rule amendment had been registered by the Financial Services Authrity) Directrs have t be members f the sciety and must demnstrate that they have been actively invlved in achieving the stated gals f the B4RN prject. Directrs must be individuals. Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

15 17.9 A directr, chief executive r secretary cannt be appinted if they are (and must stand dwn if they becme): bankrupt; r cnvicted f an ffence f dishnesty; r cnvicted f anther ffence (which, in the bard s pinin, makes them unsuitable t hld ffice); r disqualified frm acting as a directr (under the Cmpany Directrs Disqualificatin Act 1986); r unable t cnduct regulated activities n behalf f anther rganisatin because the Financial Services Authrity (FSA) withdraws their apprval (under the Financial Services and Markets Act 2000 (FSMA)); r unable t cnduct regulated activities because the FSA makes a prhibitin rder against them (under FSMA); r (in the bard s pinin) physically r mentally unable t carry ut their duties prperly Directrs must stand dwn if: withut gd reasn and withut the bard s permissin they fail t attend three bard meetings in a rw; the bard reslves that they shuld be remved The sciety can pay its directrs, but nly if the members apprve the basis fr the payments The respnsibilities and functins f the bard include thse f a cmmittee f management, as described in the FSA Handbk, and the sciety s cmmittee as described in the Industrial and Prvident Scieties Act Retirement by rtatin 18.1 At least ne third f the directrs appinted by the members must stand dwn (as well as any directrs wh must stand dwn under rule 17.5), at each annual general meeting. The members may reappint them, at that annual general meeting. If any directr is nt reappinted, they will stand dwn at the end f the annual general meeting The directrs wh stand dwn, at an annual general meeting, will be thse directrs wh have held ffice fr the lngest time (since their appintment, r last reappintment). The chair may decide, by drawing lts, wh is t be treated as in ffice fr the lngest time, if mre than ne directr was appinted r reappinted n the same day. 19 The secretary 19.1 The bard appints the secretary. The secretary may be a directr The bard may remve the secretary The secretary is respnsible fr preparing and sending all returns t be made t the Financial Services Authrity. 20 C-pted cmmittee members Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

16 20.1 The bard may c-pt cmmittee members The cmmittee members c-pted by the bard: need nt be members f the sciety (but the bard may require that they be members f the sciety); may attend bard meetings (unless the bard decide that they may nt); may speak at bard meetings (unless the bard decide that they may nt); may nt vte at bard meetings; must stand dwn at the next annual general meeting (but the bard may reappint them). 21 Bard meetings 21.1 Tw directrs are a qurum fr bard meetings (unless the directrs decide n a higher number) Any directr may request the secretary t call a bard meeting The secretary must call a bard meeting n request frm a directr. 22 Decisins f the bard 22.1 The bard may make decisins by a majrity vte. The chair has a casting vte if vtes are equal The bard may appint any directr t chair bard meetings generally, r t chair a particular bard meeting The bard may make any decisin by signing a written reslutin, rather than at a bard meeting. All directrs must sign the reslutin fr it t be effective This rule 22.4 applies t rules The directrs need sign nly a cpy f the text f the reslutin. They d nt each have t sign the same piece f paper. 23 Directrs interests 23.1 Directrs must disclse t the full bard any material interest they may have in any matter being cnsidered by the bard. The directr may nt then: be treated as part f the qurum f the meeting discussing that matter; r vte n that matter Directrs may disclse their interest by a general ntice giving details f their interest in transactins f a particular nature, r with a particular persn Fr the purpses f rule 23.1, a directr need nt disclse an interest: that des nt cnflict with the interests f the sciety; r that arises ut f the directr s membership (r prpsed membership) f the sciety; r which fr gd reasns the directr des nt knw abut. Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

17 23.4 Fr the purpses f rule 23.1, a directr must disclse an interest: even if it is an indirect interest; r f a persn cnnected with him (see rule 37.2) Befre any meeting f the bard, the chair may decide whether a directr (ther than himself) has a material interest in the matter t be discussed. The chair s ruling is final A directr wh cmplies with rule 23.1 will nt be treated as in breach f any duty f gd faith t the sciety, t the extent that they have made a fair disclsure f their interest. 24 Indemnity fr directrs 24.1 The sciety may maintain insurance fr the benefit f its directrs, secretary, auditrs and ther fficers, against liabilities they may incur: in the perfrmance f their duties; r in defending themselves (successfully) against any prceedings (criminal r civil) fr breach f duty The sciety will indemnify its directrs, secretary, auditrs and ther fficers against: 25 Audit and accunts any liability they may incur in the perfrmance f their duties; and in defending themselves (successfully) against any prceedings (criminal r civil) fr breach f duty Every year and within the perid prescribed by statute, the secretary shall send t the Financial Services Authrity the annual return, in the frm prescribed by the Authrity, relating t its affairs fr the perid required under the Industrial and Prvident Scieties Act 1965 t be included in the return tgether with: a cpy f the reprt by the auditr n the sciety s accunts fr the perid included in the return r with a cpy f such ther reprt (if any) as is required by statute fr such perid; and a cpy f each balance sheet made during that perid and f the reprt (if any) f the auditr r ther apprpriate persn n that balance sheet as required by statute The members shall vte annually, as allwed by the Deregulatin (Industrial and Prvident Scieties) Order 1996, at the Annual General Meeting, t have, when necessary in law, r where the membership require, an audit carried ut by a registered auditr, r unaudited accunts, where the cnditins fr such prevail If a full audit r a reprt is required, a persn wh is a qualified auditr under sectin 7 f the Friendly and Industrial and Prvident Scieties Act 1968 shall be appinted The qualified r lay auditrs, if s appinted, shall nt be fficers r servants f the sciety and nr shall they be partners f, r in the emplyment f, r emply, an fficer r servant f the sciety Lay auditrs shall be chsen by the bard frm the general membership and/r thers If the membership vte fr unaudited accunts, the sciety s Incme/Expenditure Ledger shall be scrutinised by the secretary and bard members nly and signed, as a Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

18 true recrd, by the secretary and tw bard members r such ther number as may be required by legislatin. An Incme/Expenditure reprt will be prepared t present t the sciety s members at each Annual General Meeting The directrs must appint an auditr within three mnths after the sciety is frmed The directrs may appint an auditr if, fr any reasn, there is n auditr The auditr may nt be a persn whm s8 f the Friendly and Industrial and Prvident Scieties Act 1968 prevents frm being appinted as an auditr The auditr may be remved by the prcedure in s6 f the Friendly and Industrial and Prvident Scieties Act The seal f the sciety 26.1 If the sciety has a seal with the sciety s name n it then: The secretary f the sciety keeps the seal The sciety needs the authrity f a bard reslutin t use the seal When the sciety seals a dcument, the seal must be cuntersigned by either: a directr and the secretary f the sciety; r tw directrs f the sciety. D Meetings f members 27 The annual general meeting 27.1 The sciety will hld an annual general meeting f its members in each calendar year. The sciety will hld each annual general meeting 12 mnths after the previus ne, but this need nt be n the anniversary f the previus meeting but must be held within three mnths befre r after that anniversary. The directrs will call the annual general meeting The sciety will hld its first annual general meeting within 15 mnths after the sciety is frmed (but it need nt be in the calendar year in which the sciety is frmed). (This rule des nt apply t the sciety where the sciety is adpting these rules in substitutin fr an earlier set f rules) The sciety will give members (and its auditrs) at least 21 clear days ntice f the annual general meeting The business fr the annual general meeting is: apprval f the minutes f the last annual general meeting (and any mre recent special general meeting); the directrs reprt; apprval f the accunts and auditr s reprt; appintment f auditrs; electin f directrs; any ther business. 28 Special general meetings Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

19 28.1 A special general meeting is any general meeting f members, which is nt an annual general meeting The directrs may decide t call a special general meeting The sciety will give members (and its auditrs) at least 21 clear days ntice in writing f a special general meeting. The nly business the sciety can d at that meeting is that which is identified in the ntice The directrs must call a special general meeting: if the greater f five f the sciety s members r 10% f the sciety s membership sign written requests fr a special general meeting; t be held within six weeks after they receive the requests. 29 Prcedure at general meetings 29.1 The qurum fr a general meeting is: tw members; r (if the sciety has mre than 20 members) 10% f the sciety s members up t a maximum f 50 members If there is n qurum when the meeting is due t start, the chair will wait fr 30 minutes If there is n qurum after the chair has waited fr 30 minutes, the chair must adjurn the meeting. The chair must als adjurn the meeting if the number f members present becmes fewer than the qurum. The directrs will decide where and when the sciety will hld the adjurned meeting The chair may adjurn a meeting when a qurum is present. But the meeting must agree t the adjurnment. The chair must adjurn the meeting if the members call fr an adjurnment If a meeting is adjurned fr mre than 14 days, the sciety will give members at least 7 clear days ntice f the adjurned meeting The chair f the bard, if present, will chair the general meeting. Otherwise, the directrs at the meeting will chse a directr present t chair that meeting. If nly ne directr is at the meeting, they will chair it. If there is n directr at the meeting, the members must chse a member present at the meeting t chair it Any directr may attend and speak at general meetings Members may appint a prxy t represent them at any general meeting. The sciety will send the member a suitable frm with the frmal ntice f the meeting. The prxy may vte in the member s place n the member s instructins. 30 Vting at general meetings 30.1 All members have ne vte regardless f hw many shares they hld All vtes will be n a shw f hands unless: tw members; r the chair Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

20 call fr a ballt. They may call fr a ballt befre a vte n a shw f hands, r after the vte. If members call fr a ballt, they can if the chair agrees withdraw the call befre the ballt is held. If n ballt is held, the decisin n the shw f hands is valid The chair will decide the prcedure fr the ballt The chair has a casting vte if vtes are equal. The chair may als vte as a member (if they are a member) The directrs may decide t call a pstal ballt. They cannt use a pstal ballt t let members vte: n anything that by statute must be passed at a meeting f the sciety; r t appint r reappint auditrs; r t remve auditrs The chair will decide the prcedure fr the pstal ballt, but the ballt must be held within 30 days f the date n which the directrs decide t call it If the pstal ballt is n a particular reslutin passed by members at a meeting, the directrs have 30 days frm the date f the meeting t decide whether t call a pstal ballt. If the directrs fail t decide t call a pstal ballt within thse 30 days, they lse the right t call a pstal ballt If the pstal ballt is n a particular reslutin passed by members at a meeting, the peratin f the reslutin is suspended until the decisin f the pstal ballt. E The cnstitutin f the sciety 31 Changes t the rules 31.1 The sciety may change its rules: with the apprval f a reslutin passed by a 75% majrity (r a simple majrity, t change the sciety s name) f members vting at a general meeting; and subject t registratin f the amendments by the Financial Services Authrity The chair has n casting vte n reslutins that need a 75% majrity A reslutin t alter r amend rule 2 (the sciety s bjects), rule 15 (interest n shares), rule 14 (cnversin f the sciety), rule 32 (winding up) and this rule shall nt be passed if 10% r mre f members present r represented at a general meeting and wh vte n the reslutin vte against it. 32 Winding up the sciety 32.1 The sciety may be wund up in accrdance with the prvisins f s55 f the Industrial and Prvident Scieties Act If the sciety is wund up, members may nt withdraw any f their shares until all the sciety s liabilities are paid (r prvided fr) in full If the sciety is wund up, the sciety will use the funds available (after all liabilities are paid - r prvided fr - in full) t pay t members any mney due t them n the withdrawal f their shares. Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V

21 32.4 Suppsing the sciety is wund up with insufficient funds t pay, in full, all mney due t all sharehlders (fr the withdrawal f their shares). The sciety will then pay members a dividend f less than 100 pence fr every pund due t them (fr the withdrawal f all their shares). The sciety will pay the same rate f dividend t all sharehlders. (Where there are special purpse sharehlders in additin t general purpse sharehlders, under rules 16.5 and 16.6 the dividend fr special purpse sharehlders will be calculated separately and will be the same fr all special purpse sharehlders) There may be a surplus if the sciety is wund up with enugh funds t pay, in full, all mney due t members, fr the withdrawal f all their shares. Then: members will nt, under any circumstances, have any right t any payment ut f the surplus the sciety will pay the surplus t anther rganisatin with similar purpses t the sciety s (and whse members will have n right t any surplus n its winding up r cnversin), r t a charity. The directrs will chse the rganisatin r charity. 32A Restrictin n use 32A.1 Pursuant t regulatins made under sectin 1 f the C-peratives and Cmmunity Benefit Scieties Act 2003: 32A A.1.2 all f the sciety's assets are subject t a restrictin n their use. the sciety must nt use r deal with its assets except 32A A A A A A where the use r dealing is, directly r indirectly, fr a purpse that is fr the benefit f the cmmunity; t pay a member f the sciety the value f his withdrawable share capital r interest n such capital; t make a payment pursuant t sectin 24 (prceedings n death f nminatr), 25 (prvisin fr intestacy) r 26 (payments in respect f mentally incapable persns) f the Industrial and Prvident Scieties Act 1965; t make a payment in accrdance with the rules f the sciety t trustees f the prperty f bankrupt members r, in Sctland, members whse estate has been sequestrated; where the sciety is t be disslved r wund up, t pay its creditrs; r t transfer its assets t ne r mre f the fllwing: 32A A a prescribed cmmunity benefit sciety whse assets have been made subject t a restrictin n use and which will apply that restrictin t any assets s transferred; a cmmunity interest cmpany; 32A a registered scial landlrd which has a restrictin n the use f its assets which is equivalent t a restrictin n use and which will Bradband fr the Rural Nrth Ltd, Registratin number 31352R Registered Office: Statin Yard, Melling, Carnfrth LA6 2QY Bradband fr the Rural Nrth Ltd 2018 Sciety rules V