A Registered Society under the Co-operative and Community Benefit Societies Act 2014 — Register No. 8040
Part A Name and objects
A5 Restriction on Use of Assets
Part B Powers of the Community Land Trust, Board, and members
B4-B6 Powers of the Board
B7 Limited powers of members in General Meeting
Part C Members and General Meetings
C1 Obligations of members
C2-C4 Nature of shares
C4A Transfer of property other than shares on death or bankruptcy of members
C5 – C6 Treatment of shares on cessation or expulsion from membership
C7-C11 Nature of members
C12-C14 Admission of members
C15-C16 Ending of membership
C16-C17 Annual General Meeting
C18-C19 Special General Meetings
C20-C22 Calling a General Meeting
C23-C27 Proceedings at General Meeting
C38 – 41 Share issues
C42 Payment of interest on shares and ability to suspend interest
C43-C45 Ending of a shareholding
C46-C49 Terms and method of withdrawal of shares
C50-C51 Reduction in value of shares and/or suspension of right of withdrawal
C52-C56 Death of a member
C57-C58 Bankruptcy and/or mental incapacity of a member
Part D The Board
D2-D10 Composition of Board
D11-D14 Terms of office and election to the Board
D15 Quorum for the Board
D16-D26 Board Members’ interests
D27-D28 Meetings of the Board
D29 Availability of certain Board statements
D30-D34 Management and delegation
D35-D38 Miscellaneous provisions
Part E Chair, vice chair, chief executive, secretary and other officers
E1-E4 The chair
E5-E6 The chair’s responsibilities
E7 The chief executive
E8 The secretary
E9 Other officers
Part F Financial control and audit
F6- F7 Auditor’s duties
F8-10 Accounting requirements
F11 Annual returns and balance sheets
Part G Miscellaneous and statutory
G1-G2 Registered office and name
G4-G9 Minutes, seal, registers and books
G10-G11 Statutory applications to the Registrar
G12 Amendment of rules
G15 Interpretation of terms
PART A NAME AND OBJECTS
- The name of the society shall be Abbotts Ann Community Land Trust Limited (“the CLT”).
- The CLT is formed for the benefit of the community to operate as a Community Land Trust in the parish of Abbotts Ann. Its objects shall be to carry on for the benefit of the community:
- the business of providing and managing housing (including social housing) and providing assistance to help house people and associated facilities, amenities and services;
- the promotion for the community’s benefit of regeneration in areas of social and economic deprivation by any means that the Board considers reasonable and will be of benefit including all or any of the following means;
- the provision of workspace, buildings and/or land for use on such terms as the CLT shall determine;
- the provision and/or maintenance of a community based shop and/or post office;
- the provision of such other community resources and activities in the area of benefit as the Board shall determine from time to time for the benefit of the community;
- the provision, supply and maintenance of renewable forms of energy.
- The CLT shall not trade for profit.
- Nothing shall be paid or transferred by way of profit to members of the CLT.
Restriction on use of assets pursuant to regulations made under section 29 of the Act
- All of the society’s assets are subject to a restriction on their use. The society must not use or deal with its assets except:
- where the use or dealing is, directly or indirectly, for a purpose that is for the benefit of the community;
- to pay a member of the society the value of his withdrawable share capital or interest on such capital;
- to make a payment pursuant to sections 39 (proceedings on the death of nominator) or 40 (provision for intestacy) of the Act;
- to make a payment in accordance with the rules of the society to trustees of the property of bankrupt members or, in Scotland, members whose estate has been sequestrated;
- where the society is to be dissolved or wound up, to pay its creditors; or
- to transfer its assets to one or more of the following:
- a prescribed community benefit society whose assets have been made subject to a restriction on use and which will apply that restriction to any assets so transferred;
- a community interest company;
- a registered social landlord which has a restriction on the use of its assets which is equivalent to a restriction on use and which will apply that restriction to any assets so transferred;
- a charity (including a community benefit society that is charitable); or
- a body, established in Northern Ireland or a State other than the United Kingdom, that is equivalent to any of those persons.
Any expression used in this rule which is defined for the purposes of regulations made under section 29 of the Act shall have the meaning given by those regulations.
PART B POWERS OF THE CLT, BOARD, AND MEMBERS
- The CLT shall have power to do anything that a natural or corporate person can lawfully do which is necessary or expedient to achieve its objects, except as expressly prohibited in these rules.
- Without limiting its general powers under rule B1 and only in so far as it is necessary or expedient to achieve its objects, the CLT shall have power to:
- purchase, acquire or dispose, take or grant any interest in land including any mortgage, charge or other security whatsoever, construct or carry out works to buildings;
- help any charity or other body not trading for profit in relation to housing and related services;
- subject to rules F11 F12 and F13, borrow money or issue bonds, notes loan stock or any other debt instrument or enter into any transaction having the commercial effect of a borrowing;
- enter into and perform any derivative transaction on such terms as the CLT thinks fit for the purpose of hedging or otherwise managing any treasury risk or other financial exposure of the CLT;
- subject to rule F14, invest the funds of the CLT;
- lend money on such terms as the CLT shall think fit;
- guarantee, enter into any contract of indemnity or suretyship or provide security for the borrowings or performance of the obligations of a third party on such terms as the CLT shall think fit.
- The CLT shall not have power to receive money on deposit in any way nor undertake any other activity that would require authorisation under the Financial Services and Markets Act 2000 or any other authority required by statute unless it has such authorisation.
Powers of the Board
- The business of the CLT shall be directed by the Board.
- Apart from those powers which must be exercised in General Meeting:
- by statute; or
- under these rules
all the powers of the CLT may be exercised by the Board for and in the name of the CLT.
- The Board shall have power to delegate, in writing, subject to rules D30 to D34, the exercise of any of its powers to committees and to employees of the CLT on such terms as it determines. Such delegation may include any of the powers and discretions of the Board.
Limited powers of members in General Meeting
- The CLT in General Meetings can only exercise the powers of the CLT expressly reserved to it by these rules or by statute.
- The certificate of an officer of the CLT that a power has been properly exercised shall be conclusive as between the CLT and any third party acting in good faith.
- A person acting in good faith who does not have actual notice of these rules or the CLT’s regulations shall not be concerned to see or enquire if the Board’s powers are restricted by such rules or regulations.
PART C MEMBERS AND GENERAL MEETINGS
Obligations of members
- All members agree to be bound by the obligations on them as set out in these rules. When acting as members they shall act, at all times in the interests of the CLT and for the benefit of the community, as guardians of the objects of the CLT.
Nature of shares
- The CLT’s share capital shall be raised by the issue of shares. Each share has the nominal value of one pound which shall carry no right to dividend or bonus. Interest may be paid in accordance with rule C42. One share shall be a “Membership Share” and is non-withdrawable. The “par” or “capital” value of shares may be reduced in the circumstances set out in rules C50 – C51. Except for the Membership Share, shares issued under rules C38 – C58 are withdrawable.
- Shares are non-transferable save where expressly provided in rule C52 – C58 (on death of a member and/or bankruptcy and/or mental incapacity).
- Only shares held by the nominee of an unincorporated body (alone or jointly with other nominees) can be transferred and only to a new nominee of that unincorporated body (alone or jointly with other nominees).
Transfer of property other than shares on death or bankruptcy of members
C4A This rule applies on the death or bankruptcy of a member holding an entitlement to property in the CLT and “property” in this rules does not apply to the Membership Share or shares issued under rules C38-C41 for which there are separate rules.
C4A.1 Members may nominate a person to whom any property which that Member holds in the CLT shall be transferred on death in accordance with section 37 of the Act, up to the limits imposed by that Act.
C4A.2 To the extent that the nomination is valid under the Act the CLT shall either transfer or pay in accordance with the Act the full value of the property comprised in the nomination to the person entitled thereunder as the Board thinks fit.
C4A.3 Upon a claim being made by the personal representative of a deceased member or the trustee in bankruptcy of a bankrupt member to any property in the CLT belonging to the deceased or bankrupt member the Board shall transfer or pay such property to which the claimant has become entitled as the Board thinks fit.
C4.A.4 The Board may request any evidence (including without limitation evidence of death or due appointment or lack of revocation) which they deem appropriate prior to making a transfer or payment and shall request a receipt from the transferee or payee.
Treatment of shares on cessation or expulsion from membership
- When a member ceases to be a member or is expelled from the CLT, his or her Membership Share shall be cancelled. The amount paid up on that share shall become the property of the CLT.
- A member with shares issued pursuant to rule C38 who is expelled from the CLT shall be paid the nominal value of shares held by them at the time of the expulsion unless the right to withdraw shares has been suspended. In these circumstances the nominal value of their share capital shall be converted into loan stock upon such terms as may be agreed between the Board and expelled member, or their personal representative or trustee in bankruptcy provided that such agreement shall require the repayment of the loan within a period not exceeding three years. The Membership Share shall be cancelled in accordance with rule C5.
Nature of members
- A member of the CLT is a person or body whose name and address is entered in the Register of Members and individually or jointly holds a minimum of one share. The total shareholding cannot exceed the maximum that the law allows
- The following cannot be members:
- a minor (anyone under 18 years of age);
- a person who has been expelled as a member, unless authorised by special resolution at a General Meeting;
- an employee of the CLT or an employee of any other group member;
- a person who has been removed by the Board in accordance with rule D9;
- a person in respect of whom a registered medical practitioner who is treating that person gives written opinion to the CLT stating that the person has become physically or mentally incapable of exercising their rights as a shareholder and may remain so for more than three months;
- a personal representative on the death of a member save for the ability to vest or realise the shareholding on behalf of the deceased’s beneficiary;
- a trustee in bankruptcy or insolvency practitioner save for the ability to deal with any shareholding.
- A member can be the nominee of an unincorporated body. In such cases the register shall contain the name and address of the member and shall designate the member as the nominee of a named unincorporated body. The address of the unincorporated body shall also be entered in the register if it differs from the address of the member nominee.
- A corporate body can be a member. It can appoint an individual to exercise its rights at General Meetings. Any such appointment shall be in writing, and given to the secretary.
- All members (including joint members) shall have one vote irrespective of the number or nature of their shareholding. This means that joint members have one vote between them.
Admission of members
- The Board shall set, review and publish its policies and objectives for admitting new members. The Board shall only admit new members in accordance with such policies.
- An applicant for any share shall apply in writing to the CLT’s registered office:
- setting out their reasons for applying in accordance with the CLT’s policies; and
- pay the sum required to purchase a share or shares (which shall be returned to them if the application is not approved).
- Every application shall be considered by the Board in accordance with rule C12 including where the applicant is responding to an invitation to purchase shares following the issue of an offer document by the Board as part of a share offer pursuant to rule C38-C41. The Board has the power in its absolute discretion to accept or reject the application. If the application is approved, the name of the applicant and the other necessary particulars shall be entered in the Register of Members and certificate(s) shall be issued to the applicant.
Ending of Membership
- A member shall immediately cease to be a member if any of the following occur:
- they die; or
- they are expelled under rule C16; or
- they withdraw from the CLT by giving notice to the secretary which shall be effective on receipt unless they are one of the last three remaining members, in which case they must provide at least one month’s written notice of the withdrawal to the secretary; or
- they do not participate in, nor deliver written apologies in advance for, two consecutive annual General Meetings of the CLT; or
- in the case of a body corporate it ceases to be a body corporate; or
- in the case of the nominee of an unincorporated body, they transfer their share to another nominee of that body; or
- they cease to be eligible to be a member under rule C8; or
- having been a Board Member of the CLT they cease to be a Board Member (unless the Board in its absolute discretion resolves that they shall remain as a member); or
- they are a resident of the CLT and are subject to a possession order or are in breach of a suspended possession order, or are subject to any of the following types of court order: anti-social behaviour order, anti-social behaviour injunction, demoted tenancy, or closure order; or
- the CLT has obtained an order of a competent court or tribunal against them for recovery of monies due from them to the CLT provided that if the order is suspended or is an order for payment in instalments, they shall only cease to be a member upon failing to meet the terms of the order; or
- they are a resident of the CLT and, in the opinion of the Board, are in material or serious breach of their tenancy agreement or lease.
- A member may only be expelled by three fourths of the votes cast at a special General Meeting called by the Board.
- The Board must give the member at least one month’s notice in writing of the General Meeting. The notice to the members must set out the particulars of the complaint of conduct detrimental to the CLT and must request the member to attend the meeting to answer the complaint.
- At the General Meeting called for this purpose the members shall consider the evidence presented by the Board and by the member (if any). The meeting may take place without the attendance of the member.
- If the resolution to expel the member is passed in accordance with this rule, the member shall immediately cease to be a member.
- A member with shares issued pursuant to rule C38 who is expelled from the CLT shall be paid the nominal value of shares held by them at the time of the expulsion unless the right to withdraw shares has been suspended. In these circumstances the nominal value of their share capital shall be converted into loan stock upon such terms as may be agreed between the Board and expelled member, or their personal representative, or trustee in bankruptcy provided that such agreement shall require the repayment of the loan within a period not exceeding three years. The Membership Share shall be cancelled in accordance with rule C5
Annual General Meeting
- The CLT shall hold a General called the annual General Meeting within six calendar months after the close of each of its financial years or such later date as may be permitted by law.
- The functions of the annual General Meeting shall be:
- to receive the annual report which shall contain:
- the revenue accounts and balance sheets for the last accounting period;
- the auditor’s report (if one is required by law) on those accounts and balance sheets;
- the Board’s report on the affairs of the CLT;
- subject to rules F3 and F4, to appoint the auditor (if one is required by law);
- to elect (or re-elect) Board Members if applicable;
- to transact any other general business of the CLT set out in the notice convening the meeting including any business that requires a special resolution.
- to receive the annual report which shall contain:
Special General Meetings
- All General Meetings other than annual General Meetings shall be special General Meetings and shall be convened either:
- upon an order of the Board; or
- upon a written requisition signed by one-tenth of the members (to a maximum of twenty-five but not less than three) stating the business for which the meeting is to be convened; or
- if within twenty-eight days after delivery of a requisition to the secretary a meeting is not convened, the members who have signed the requisition may convene a meeting.
- A special General Meeting shall not transact any business that is not set out in the notice convening the meeting.
Calling a General Meeting
- All General Meetings shall be convened by at least fourteen clear days’ written notice posted or delivered or sent by fax or Electronic Communication to every member at the address, fax number or Electronic Communication address given in the Register of Members. The notice shall state whether the meeting is an annual General Meeting or special General Meeting, the time, date and place of the meeting, and the business for which it is convened.
- Any accidental failure to get any notice to any member shall not invalidate the proceedings at that General Meeting. A notice or communication sent by post to a member at their address shown in the Register of Members shall be deemed to have arrived two days after being posted and any sent by fax or Electronic Communication shall be deemed to have been served when received provided that in respect of a fax it is legible and in respect of an Electronic Communication, it is in a readable form.
- Seventy-five per cent of members may agree, by consenting in writing, or by Electronic Communication, to a General Meeting being held with less notice than required by rule C21.
Proceedings at General Meetings
- Before any General Meeting can start its business there must be a quorum present. A quorum is one-tenth of all members, with a minimum number of five and a maximum number of 25. As part of the quorum at least two members must be present in person.
- A meeting held as a result of a member’s requisition will be dissolved if too few members are present half an hour after the meeting is scheduled to begin.
- All other General Meetings with too few members will be adjourned to the same day, at the same time and at the registered office in the following week. If less than the number of members set out in rule C24 are present within half an hour of the time the adjourned meeting is scheduled to have started, those members present shall carry out the business of the meeting.
- The chair of any General Meeting can:
- take the business of the meeting in any order that the chair may decide; and
- adjourn the meeting if the majority of the members present in person or by proxy agree. An adjourned meeting can only deal with matters adjourned from the original meeting. An adjourned meeting is a continuation of the original meeting. The date of all resolutions passed is the date they were passed (as opposed to the date of the original meeting). There is no need to give notice of an adjournment or to give notice of the business to be transacted.
- At all General Meetings of the CLT, the chair of the Board shall preside. If there is no such chair or if the chair is not present or is unwilling to act, the vice chair (if any) shall chair the meeting, failing which the members present shall elect a member to chair the meeting. The person elected shall be a member of the Board if one is present and willing to act.
- Any member entitled to attend and vote at a General Meeting may appoint another person, whether or not a member, as their proxy to attend and vote on their behalf. A proxy can be appointed by delivering a written appointment which may be electronic, to the registered office, or such other place as may be selected by the Board and stated in the meeting notice, at least two days before the date of the meeting at which the proxy is authorised to vote. It must be signed or approved and sent by the member or a duly authorised attorney. Any proxy form delivered late shall be invalid. Any question as to the validity of a proxy shall be determined by the chair of the meeting whose decision shall be final.
- Subject to the provisions of these rules or of any statute, a resolution put to the vote at a General Meeting shall, except where a ballot is demanded or directed, be decided upon a show of hands.
- On a show of hands every member present in person and on a ballot every member present in person or by proxy shall have one vote. In the case of an equality of votes the chair of the meeting shall have a second or casting vote.
- Unless a ballot is demanded (either before or immediately after the vote), a declaration by the chair that a resolution on a show of hands has been carried or lost, unanimously or by a particular majority, is conclusive. An entry made to that effect in the book containing the minutes of the proceedings of the CLT shall be conclusive evidence of that fact.
- Any question as to the acceptability of any vote whether tendered personally or by proxy, shall be determined by the chair of the meeting, whose decision shall be final.
- A ballot on a resolution may be demanded by any three members at a meeting (in person or by proxy) or directed by the chair (and such demand or direction may be withdrawn). A ballot may be demanded or directed after a vote on the show of hands, and in that case the resolution shall be decided by the ballot.
- A ballot shall be taken at such time and in such manner as the chair shall direct. The result of such a ballot shall be deemed to be the resolution of the CLT in General Meeting.
- Subject to the Act a resolution in writing signed or approved by letter, fax or by Electronic Communication by or on behalf of the requisite majority of the members, for the time being, entitled to vote on the relevant resolution shall be as valid and effective as a resolution passed at a properly called and constituted meeting of members provided that a copy of the proposed resolution has been delivered in accordance with these rules to all members and the requisite majority of members referred to in rule C37 have delivered their agreement in accordance with these rules. Such resolution when signed or approved may comprise more than one document in the same form, each signed or approved, by one or more members.
- For the purposes of rule C36 the requisite majorities are:
- in the case of an ordinary resolution, a simple majority of members who would have been entitled to vote had the resolution been proposed at a properly called and constituted General Meeting;
- in the case of a resolution requiring a two-thirds majority of members, at least two-thirds of the members who would have been entitled to vote had the resolution been proposed at a properly called and constituted General Meeting; or
- in the case of a resolution requiring a three-quarters majority of members, at least three-quarters of the members who would have been entitled to vote had the resolution been proposed at a properly called and constituted General Meeting.
- From time to time the Board may determine to issue shares for the purpose of raising funds. Applicants for such shares shall become members of the CLT and one share shall be designated as the Membership Share and is non-withdrawable.
- The Board shall set the terms on which the shares under rule C38 may be issued having taken appropriate advice from suitably qualified persons where the Board lacks the expertise within it. All such share offers must be set out in the form of an offer document clearly setting out (amongst other things) the terms on which applicants are invited to purchase shares and the effect of these rules.
- All shares may be held jointly. The CLT will send correspondence, notices and the share certificate only to the first person named in CLT’s Register of Members, unless that person gives the CLT different written instructions.
- Shares cannot be sold or transferred to any other person save where expressly provided in the rules.
Payment of interest on shares and ability to suspend interest payments
- Where the Board determines that interest may be paid on shares issued as part of raising funding (other than the Membership Share), the availability, rate and offer of interest will be subject to the following requirements:
- the interest rate must not be set at a level which is in itself a motivation to buy shares;
- the Board must satisfy itself that the payment of interest is in the interest of the CLT by reference to available commercial rates for borrowing;
- the cost of paying interest is part of the CLT’s revenue expenses and met before surplus is determined;
- the interest rates are declared in advance (not retrospectively) of the period for which they will become payable; and
- interest payments may be suspended in the interests of the CLT, but only where appropriate financial advice has been taken and having obtained a financial report from a suitably qualified accountant or auditor.
Ending of a shareholding
- Subject to rule C5 and rules C46 to C51 a member may withdraw their shares. In the case of joint members all of them must sign an application to withdraw the shares unless the CLT has previously received written notification of a different arrangement.
- A member may surrender all their shares and end their shareholding. On surrender the CLT may (but does not have to) pay some or all of the money paid for the shares, and/or interest due.
- A member’s right to withdraw their share(s) and be paid interest may be suspended in whole or in part by the CLT in accordance with rules C46-C51.
Terms and method of withdrawal of shares
- The Board will set the terms of the notice period for withdrawal but where no notice period has been given it shall be 180 days subject to rules C47 to C49. Rule C5 applies to the Membership Share.
- A withdrawal notice can be served on or any time after the third anniversary of the shares being issued or such other period as the Board sets at the time of issue.
- All withdrawals shall be in the order in which the notices are received by the CLT.
- When members apply to withdraw their shares they will need to:
- complete a withdrawal notice (as set out by the CLT Board);
- comply with any procedures the CLT’s Board may set; and
- produce evidence of identity.
Reduction in value of shares and/or suspension of right of withdrawal
- The CLT may reduce the value of the shares and write the value down to below the nominal value of £1.
- In C50 this shall be determined by the Board after having taken appropriate financial advice and having obtained a financial report from a suitably qualified accountant or auditors.
Death of a member
- On the death of a member holding a share in their own name but not exceeding the value of £5,000, the CLT will do one of the following:
- transfer the shares to the registered nominee; or
- in the absence of a registered nominee, transfer the shares to a personal representative who has proof of the grant of probate or letters of administration; or
- in the absence of a registered nominee or personal representative as described in 1and C52.2above, the CLT may transfer the shares to the person who seems to the CLT (acting in its absolute discretion) to have a legal right to the shares and on production of evidence of identity.
- On the death of a member holding a share in their own name where the value exceeds £5,000, rule C52 will apply to the first £5,000 worth of shares but thereafter whether or not there is a nominee, the CLT will transfer the remaining shares to the personal representative upon proof of the grant of probate or letters of administration.
- In the case of joint members, rules C52 – C53 will not apply and unless the joint members have given the CLT written instructions to the contrary the CLT will treat the surviving owner (or owners) as the only owner of that share and register that person’s name in place of the deceased.
- After the CLT has transferred the deceased’s share to their personal representative, the personal representative may apply to withdraw the share but cannot exercise any other membership rights for that share.
- Any person other than a personal representative or trustee in bankruptcy to whom shares are transferred under rules C52 to C55 will have all the shareholding rights previously enjoyed by the member. The total combined shareholding for such a person must not exceed the maximum value allowed by law.
Bankruptcy and/or mental incapacity of a member
- Where the CLT receives a written opinion from a registered medical practitioner who is treating that person stating that the person has become mentally incapable of exercising their rights as a member and/or written proof that a member is bankrupt the appropriate guardian and/or the trustee of the estate (as appropriate) may apply to withdraw their shares. The guardian/trustee cannot exercise any other shareholding rights for those shares.
- Where the CLT receives a written opinion from a registered medical practitioner who is treating that person stating that the person has become mentally incapable of exercising their rights as a joint member and/or written proof that a joint member is bankrupt, the CLT will substitute the interest of the guardian/trustee of their estate for the name of that joint member and substitute the guardian/trustee as the last named person of the joint holders of that share. The CLT will automatically cancel any written instructions that vary.
PART D THE BOARD
- The CLT shall have a Board (in these rules referred to as “the Board”) who shall direct the affairs of the CLT in accordance with its objects and rules and ensure that its functions are properly performed. Amongst its functions shall be to:
- set and ensure compliance with the values, vision mission and strategic objectives of the CLT, ensuring its long-term success;
- appoint, and if necessary, dismiss the chief executive and approve his or her salary, benefits and terms of employment;
- satisfy itself as to the integrity of financial information, approving each year’s budget and business plan and annual accounts prior to publication;
- establish, oversee and review annually a framework of delegation and systems of internal control;
- establish and oversee a risk management framework in order to safeguard the assets of the CLT;
- take appropriate advice;
- ensure that at any time when the CLT is registered with the Regulator as a provider of social housing, that it takes account of any obligation imposed upon the CLT by the Regulator in exercise of its powers;
- satisfy itself that the CLT’s affairs are conducted in accordance with generally accepted standards of performance and propriety; and
- establish and operate a performance appraisal system for the Board, the chair and individual Board Members.
Composition of the Board
- The Board shall consist of between five and twelve Board Members (including co-optees). If the number of Board Members shall fall below the number required for a full Board, the remaining Board Members may continue to act. The Board will use all reasonable endeavours to find replacements as soon as possible.
- No employee may be appointed (or co-opted) to the Board if, following their appointment (or co-option), more than one-third of the Board will at that time be employees.
- Except for co-optees and employees only members can be Board Members.
- The Board shall make available the obligations (including the expected standards of conduct) of every Board Member (including co-optees) to the Board and to the CLT. The Board shall review and may amend the obligations of Board Members from time to time.
- Any Board Member or co-optee who has not signed a statement confirming that they will meet their obligations (including the expected standards of conduct) to the Board and to the CLT without good cause within one month of election or appointment to the Board or, if later, within one month of adoption of these rules, shall immediately cease to be a Board Member or co-optee unless the Board resolves to disapply this rule in respect of any Board Member or co-optee. The Board may vary the form of statement from time to time.
- The Board may appoint co-optees to serve on the Board on such terms as the Board resolves and may remove such co-optees. A co-optee may act in all respects as a Board Member, but they cannot take part in the deliberations nor vote on the election of officers of the CLT nor any matter directly affecting members. Not more than [five] co-optees can be appointed to the Board or to any committee at any one time.
- For the purposes of these rules and of the Act, a co-optee is not included in the expression “Board Member” or “member of the Board”.
- Board Members shall be elected in accordance with a procedure set out by the Board (who may vary or amend it from time to time). The Board may set selection criteria for candidates wishing to stand for election as Board Members and these may provide for prospective candidates to be approved by the Board before they become eligible to stand for election as Board Members.
- The chosen candidates shall be put forward to the relevant annual General Meeting as the candidates for election as Board Members. The members shall vote on the election of the candidates put forward at the relevant annual General Meeting. In doing so, the members shall use their reasonable endeavours to ensure that the successful candidates have the requisite skills and experience as may be requested by the Board. Each successful candidate shall become a Board Member and serve for a term of three years, expiring at the annual General Meeting in their third year of office.
- At every annual General Meeting each Board Member who has served their fixed term shall retire from office. Any Board Member who retires from office at an annual General Meeting under this rule D7 shall be eligible for re-election subject to any restrictions contained in these rules.
- Any Board Member retiring under rule 3 having completed nine years’ continuous service on either the Board of the CLT and/or the Board of a group member shall not be eligible for re-election for at least one full term of three years.
- A vacancy for a Board Member arising because there were insufficient candidates elected at the relevant annual General Meeting, or because of a retirement or for whatever other reason may be filled by the Board and such replacement shall hold office for the remainder of the period of office of his/her predecessor. Subject to rule D7.4 if a Board Member retires at an annual General Meeting in accordance with these rules and the meeting does not fill the vacancy, the retiring Board Member shall, if willing, be deemed to have been reappointed unless a resolution for his/her reappointment is put to the meeting and lost.
- No one can become or remain a Board Member or co-optee at any time if:
- they are disqualified from acting as a director of a company or society for any reason; or
- they have been convicted of an indictable offence which is not, or cannot be, spent; or
- a composition is made with that person’s creditors generally in satisfaction of that person’s debts; or
- they are not a member (unless they are a co-optee or employee of the CLT or any other body whose accounts must be consolidated with those of the CLT); or
- they have absented themselves from three consecutive meetings of the Board or committee (as the case may be) in one rolling twelve-month period without special leave of absence from the Board; or
- a registered medical practitioner who is treating that person gives a written opinion to the CLT stating that that person has become physically or mentally incapable of acting as a Board Member and may remain so for more than three months; or
- they are an employee and their contract of employment is terminated; or
- they are a resident and are in material or serious breach of their tenancy agreement or lease and fail to rectify the breach within a reasonable timeframe as agreed with the CLT, or are subject to any of the following types of court order: anti-social behaviour order, anti-social behaviour injunction, demoted tenancy, or closure order; or
- they are an employee and their contract of employment is terminated;
and any Board Member, co-optee or committee member who at any time ceases to qualify under this rule shall immediately cease to be a Board Member, co-optee or committee member (as appropriate).
- A Board Member may be removed from the Board:
- by a special resolution at a General Meeting; or
- by a resolution passed by two-thirds of the Board Members, excluding the Board Member subject of the proposed removal and excluding co-optees and employees, provided the following conditions are satisfied:
- at least fourteen days’ notice of the proposed resolution has been given to all Board Members; and
- the notice sets out in writing the alleged breach(es) of the member’s obligations provided pursuant to rule 1; and
- the Board is satisfied that the allegation(s) is or are true and justify the removal.
- Whenever the number of Board Members and co-optees is less than permitted by these rules, the Board may appoint a further Board Member in addition to the Board’s power to co-opt. Any Board Member so appointed shall retire at the next annual General Meeting.
Terms of office and election to the Board
- In every notice for an annual General Meeting the Board shall state those Board Members continuing in office and those candidates intending to offer themselves for election.
- Each Board Member elected under rule D7 shall be elected for a fixed term of office expiring at the conclusion of an annual General Meeting (each a “fixed term”). The fixed term shall be for a term of three annual General Meetings unless the Board has set a lower number of annual General Meetings for the relevant Board Member on their election. No fixed term shall be set which would cause the relevant Board Member to serve beyond their ninth consecutive annual General Meeting save where the Board agrees that circumstances exist where it would be in the best interests of the CLT for a Board Member to serve for a longer period.
- Board Members will be elected by members pursuant to rule D7.
- If at elections for Board Members the number of candidates for election as Board Members does not exceed the number of vacancies on the Board the chair shall declare those candidates to have been duly elected. If the number of candidates exceeds the number of vacancies the meeting shall elect the Board Members by ballot in such a manner as the chair directs and in accordance with the procedures set under rule D7.
- In an election for candidates wishing to be Board Members at a General Meeting every member present in person or by proxy shall have one vote for every vacancy but shall not give more than one vote to any one candidate.
- Any candidate for election to the Board as a Board Member under rule D7 shall submit a written statement to the CLT in such form as the Board from time to time determines. It shall set out the candidate’s full name, address, and occupation, whether or not they are a resident and the reasons for their suitability to be a Board Member.
- In addition, a candidate who is not retiring as a Board Member must be nominated in writing by a member.
- The statement and nomination shall be delivered to the CLT in accordance with the procedures set by the Board under rule 1.
Quorum for the Board
- Subject to the provisions of rule 2 three Board Members shall form a quorum. The Board may determine a higher number or impose additional requirements.
- The Board is quorate if the majority of the Board Members present are not residents or employees of the CLT.
- If the number and make up of Board Members falls below the number and make up necessary for a quorum, the remaining Board Members may continue to act as the Board for a maximum period of six months and the provisions of rule 2 shall be suspended for that time. At the end of that time the only power that the Board may exercise shall be to bring the number of Board Members up to that required by these rules.
Board Members’ interests
- No Board Member, co-optee or member of a committee shall have any financial interest in any contract or other transaction with the CLT or with any other group member, or be granted a benefit by the CLT, unless such interest or benefit:
- is expressly permitted by these rules or under any determination or guidance by the Regulator from time to time; or
- would not be in breach of, and would not be inconsistent with, any determination, guidance, standard or code published by the Regulator or any code of conduct and/or governance adopted by the Board.
- Any Board Member, co-optee or member of a committee, having an interest in any arrangement between the CLT and someone else shall disclose their interest, before the matter is discussed by the Board or any committee. Such disclosure must comply with any code of conduct and/or governance adopted by the Board from time to time. Unless it is expressly permitted by these rules they shall not remain present (unless requested to do so by the Board or committee), and they shall not have any vote on the matter in question.
- Subject to rule D19, if a question arises at a meeting of Board Members or of a committee of Board Members as to the right of a Board Member to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chair, whose ruling in relation to any Board Member other than the chair is to be final and conclusive.
- If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chair or chair of the committee, the question is to be decided by a decision of the Board Members or members of that committee at that meeting, for which purpose the chair or chair of the committee is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
- Any decision of the Board or of a committee shall not be invalid because of the subsequent discovery of an interest which should have been declared.
- Every Board Member, co-optee and member of a committee shall ensure that the secretary at all times has a list of:
- all other bodies in which they have an interest as:
- a director or officer or
- a member of a firm or
- an official or elected member of any statutory body or
- the owner or controller of more than two per cent of a company the shares in which are publicly quoted or more than ten per cent of any other company;
- any property owned or managed by the CLT which they occupy; or
- any other significant or material interest.
- all other bodies in which they have an interest as:
- If requested by a majority of the Board or members of a committee at a meeting convened specially for the purpose, a Board Member, co-optee or member of a committee failing to disclose an interest as required by these rules shall vacate their office either permanently or for a period of time as the Board directs.
- Notwithstanding rule D16, the CLT may:
- pay properly authorised expenses to Board Members, co-optees and members of committees when actually incurred on the CLT’s business;
- pay insurance premiums in respect of insurance taken out to insure officers and employees;
- pay reasonable remuneration, fees, allowances or recompense for loss of earnings to Board Members, co-optees and members of committees; and
- grant reasonable and proper benefits to Board Members, co-optees and members of committees; provided that any such payment or benefit is in accordance with any code of conduct and/or governance adopted by the Board from time to time.
- A Board Member, co-optee or member of a committee shall not have an interest for the purpose of rules D16to D21 as a Board Member, director or officer of any other group member.
- Board Members, co-optees or members of committees who are residents of the CLT or any other group member shall be deemed not to have an interest for the purpose of rules D16to D21 in any decision affecting all or a substantial group of residents of the CLT.
- The grant of a tenancy, licence or lease by the CLT or by any other group member at the direction of another body or on a basis which is consistent with any applicable guidance, determination, standard or code of practice of the Regulator (or any code of conduct and/or governance of the Board from time to time, adopted by the Board) to a Board Member, co-optee or member of a committee is not the grant of a benefit for the purpose of rule D16.
Meetings of the Board
- The Board shall meet at least three times every calendar year. At least seven days’ written notice (sent by post, fax or Electronic Communication) of the date and place of every Board meeting shall be given by the secretary to all Board Members and co-optees. The Board may meet on shorter notice where not less than seventy-five per cent of the Board Members so agree.
- Meetings of the Board may be called by the secretary, or by the chair, or by two Board Members who give written notice to the secretary specifying the business to be carried out. The secretary shall send a written notice to all Board Members and co-optees to the Board as soon as possible after receipt of such a request. Pursuant to the request, the secretary shall call a meeting on at least seven days’ notice but not more than fourteen days’ notice to discuss the specified business. If the secretary fails to call such a meeting then the chair or two Board Members, whichever is the case, shall call such a meeting.
Availability of certain Board statements
- The Board shall agree and make available:
- the Board’s statement of the values and objectives of the CLT;
- a statement of the current obligations of Board Members to the Board and the CLT;
- the policy for electing new Board Members adopted pursuant to rule D7.
- the policy for admitting new members adopted pursuant to rule C12.
The Board may vary the form of these statements from time to time.
Management and delegation
- The Board may delegate any powers under written terms of reference to its committees or to officers or employees. Those powers shall be exercised in accordance with any written instructions given by the Board.
- The Board may reserve to itself certain significant matters that cannot be delegated to committees or employees.
- The membership of any committee shall be determined by the Board. Every committee shall include one Board Member or co-optee to the Board. The Board will appoint the chair of any committee and shall specify the quorum.
- All acts and proceedings of any committee shall be reported to the Board.
- No committee can incur expenditure on behalf of the CLT unless at least one Board Member or co-optee of the Board on the committee has voted in favour of the resolution and the Board has previously approved a budget for the relevant expenditure.
- All decisions taken at a Board or any committee meeting in good faith shall be valid even if it is discovered subsequently that there was a defect in the calling of the meeting, or the appointment of the members at a meeting.
- A resolution sent to all Board Members or all members of a committee and signed, or confirmed electronically by three-quarters of the Board Members or three-quarters of the members of a committee shall be as valid and effective as if it had been passed at a properly called and constituted meeting of the Board or committee and may consist of documents in the same form and signed or confirmed electronically by one or more persons.
- Meetings of the Board or a committee can take place in any manner and through any medium which permits those attending to hear and comment on the proceedings. Any person who attends in this manner will be deemed to be present at the meeting and whether or not all are assembled in one place.
- Notice may be given to Board Members or members of a committee by hand, post, fax or Electronic Communication at the last address for such communication given to the secretary. The accidental failure to give notice to a Board Member or member of a committee or the failure of the Board Member or committee member to receive such notice shall not invalidate the proceedings of the Board.
PART E CHAIR, VICE CHAIR, CHIEF EXECUTIVE, SECRETARY
AND OTHER OFFICERS
- The CLT shall have a chair, who shall chair Board meetings, and shall be elected by the Board on such terms as the Board determines. The CLT may also have a vice chair who, in the chair’s absence, shall act as the chair and have the chair’s powers and duties and who shall be elected by the Board. The arrangements for election and removal of any vice chair shall be determined by the Board.
- The first item of business for any Board meeting when there is no chair (or vice chair) or the chair (or vice chair) is not present shall be to elect a chair for the purpose of the meeting. The chair shall at all times be a member and a Board Member and cannot be an employee.
- In a case of an equality of votes, the chair shall have a second vote.
- The chair of the CLT may be removed at a Board meeting called for that purpose provided the resolution is passed by at least two-thirds of the members of the Board present and voting at the meeting.
The chair’s responsibilities
- The chair’s responsibilities will be set out in a written document and agreed by the Board.
The chief executive
- The CLT may have a chief executive appointed by the Board. The chief executive shall be appointed with a written and signed contract of employment, which shall include a clear statement of the duties of the chief executive.
- The CLT shall have a secretary who shall be appointed by the Board and who may be an employee. The Board may also appoint a deputy secretary (who may also be an employee) to act as secretary in the secretary’s absence. The secretary’s duties will be clearly set out in writing and agreed by the Board.
- The Board may designate as officers such other executives, internal auditor and staff of the CLT on such terms (including pay) as it from time to time decides.
- Every officer or employee shall be indemnified by the CLT for any amount reasonably incurred in the discharge of their duty.
- Except for the consequences of their own dishonesty or negligence no officer or employee shall be liable for any losses suffered by the CLT.
PART F FINANCIAL CONTROL AND AUDIT
- The CLT, if required by law to do so, shall appoint an auditor to act in each financial year. They must be qualified as provided by section 91 of the Act.
- The following cannot act as auditor:
- an officer or employee of the CLT;
- a person employed by or employer of, or the partner of, an officer or employee of the CLT.
- The CLT’s auditor may be appointed by the Board or by a resolution of members.
- Where an auditor is appointed to audit the accounts for the preceding year, they shall be re-appointed to audit the current years as well unless:
- a General Meeting has appointed someone else to act or has resolved that the auditor cannot act; or
- the auditor does not want to act and has told the CLT so in writing; or
- the person is not qualified or falls within rule F2 (above); or
- the auditor has become incapable of acting; or
- notice to appoint another auditor has been given.
- No less than twenty-eight days’ notice shall be given for a resolution to appoint another person as auditor, or to forbid a retiring auditor being re-appointed;
- the CLT shall send a copy of the resolution to the retiring auditor and also give notice to its members at the same time and in the same manner, if possible;
- if not, the CLT shall give notice by advertising in a local newspaper at least 14 days before the proposed meeting. The retiring auditor can make representations to the CLT which must be notified to its members under section 95 of the Act.
- The findings of the auditor shall be reported to the CLT, in accordance with section 87 of the Act. The Board shall produce the revenue account and balance sheet audited by the auditor, if required, and the auditor’s report, if required, at each annual General Meeting. The Board shall also produce its report on the affairs of the CLT which shall be signed by the person chairing the meeting which adopts the report.
- The end of the accounting year must be a date allowed by the Registrar.
- The CLT shall keep proper books of account detailing its transactions, its assets and its liabilities, in accordance with sections 75 and 76 of the Act.
- The CLT shall establish and maintain satisfactory systems of control of its books of account, its cash and all its receipts and payments.
Annual returns and balance sheets
- Every year, within the time period specified by legislation, the secretary shall send the CLT’s annual return to the Registrar. The return shall be prepared in accordance with the period specified in the Act, or such other date allowed by the Registrar and shall be lodged within the period required by law. The annual return shall be accompanied by the auditor’s report, if required, for the period of the return and the accounts and balance sheets to which it refers.
- The total borrowings of the CLT at any time shall not exceed £500 million (five hundred million) pounds sterling or such a larger sum as the CLT determines from time to time in General Meeting. For the purpose of this rule F11, any amount of the CLT’s borrowings in any currency other than pounds sterling (as may be permitted or not prohibited by the Regulator from time to time) shall be converted to sterling at the exchange rate or rates applicable under the related derivative transaction or transactions by which the CLT has hedged its exposure to currency exchange rate movements in relation to the principal amount of such borrowings or in the absence of such a rate or rates (in whole or in part) using the official spot exchange rate or rates recognised by the Bank of England for the conversion of that currency or currency unit into sterling at or about 11:00 on the relevant day.
- The rate of interest payable at the time terms of borrowing are agreed on any money borrowed shall not exceed the rate of interest which, in the opinion of the Board, is reasonable having regard to the terms of the loan. The Board may delegate the determination of the said interest rate within specified limits to an officer, Board Member or a committee.
- In respect of any proposed borrowing, for the purposes of rule F11 and in relation to the amount remaining undischarged of any deferred interest or index-linked monies or amounts on any deep discounted security previously borrowed by the CLT, the amount of such pre-existing borrowing shall be deemed to be the amount required to repay such pre-existing borrowing in full if such pre-existing borrowing became repayable in full at the time of the proposed borrowing;
- for the purposes of rule F12 in respect of any proposed borrowing intended to be on deferred interest or index-linked terms or on any deep discounted security the amount of borrowing shall be deemed to be the proceeds of such proposed borrowing receivable by the CLT at the time of the proposed borrowing; and
- no person dealing in good faith with the CLT shall be concerned to know whether rule F11or F12 or this rule F13 have been complied with.
- The funds of the CLT may be invested in accordance with section 27 of the Act by the Board in such manner as it determines.
PART G MISCELLANEOUS AND STATUTORY
Registered office and name
- The CLT’s registered office is:
1 Manor Cottages Abbotts Ann Hampshire SP11 7BQ
- The CLT’s registered name must:
- be placed prominently outside every office or place of business; and
- be engraved on its seal (if any); and
- be stated on its business letters, notices, advertisements, official publications, cheques, invoices, website and any other formal corporate communication whether electronic or otherwise.
- Any dispute on a matter covered by the rules shall be referred by either party to a suitably qualified independent mediator for settlement. The mediator shall be appointed by agreement between the parties or, in default of agreement, by the Centre for Effective Dispute Resolution whether the disagreement be as to the qualifications, the identity of the mediator or otherwise. The mediation will be conducted in accordance with the requirements of the mediator. Both parties will be obliged to comply and co-operate with this procedure at each stage and to share equally the costs of appointment of the relevant mediator as referred to above. Costs thereafter will be borne as the mediator will determine. Where the dispute is not resolved by mediation, any claim shall be dealt with in the county court which shall have sole jurisdiction over any dispute arising under the rules.
Minutes, seal, registers and books
- The minutes of all General Meetings and all Board and committee meetings shall be recorded, agreed at the relevant subsequent meeting and signed by the chair of the subsequent meeting and stored safely.
- The secretary shall keep the seal (if any). It shall not be used except under the Board’s authority. It must be affixed by one Board Member signing and the secretary countersigning or in such other way as the Board resolves. The Board may in the alternative authorise the execution of deeds in any other way permitted by law.
- The CLT must keep at its registered office:
- the Register of Members showing:
- the names and addresses of all the members and
- a statement of all the shares held by each member or Board Member and the amount paid for them and
- a statement of other property in the CLT held by the member and
- the date that each member was entered in the Register of Members;
- a duplicate Register of Members showing the names and addresses of members and the date they became members;
- a register of the names and addresses of the officers, their offices and the dates on which they assumed those offices as well as a duplicate;
- a register of holders of any loan;
- a register of mortgages and charges on land; and
- a copy of the rules of the CLT.
- the Register of Members showing:
- The CLT must display a copy of its latest balance sheet and auditor’s report (if one is required by law) at its registered office.
- The CLT shall give to all members on request copies of its last annual return with the auditor’s report (if one is required by law) on the accounts contained in the return, free of charge.
- The secretary shall give a copy of the rules of the CLT to any person on demand who pays such reasonable sum as permitted by law.
Statutory applications to the Registrar
- Ten members can apply to the registrar to appoint an accountant to inspect the books of the CLT, provided all ten have been members of the CLT for a twelve-month period immediately before their application.
- The members may apply to the registrar in order to get the affairs of the CLT inspected or to call a special General Meeting. One hundred members, or one-tenth of the members, whichever is the lesser, must make the application.
Amendment of rules
- The rules of the CLT may be rescinded or amended but not so as to stop the statutory asset lock applying where adopted.
- The rules may only be amended by a resolution put before the members by the Board and approved by at least two-thirds of the Board prior to approval by the members.
- rules A2; A3; A4; B1; B2; B3; C2; C3; D15; D27; G12 and G14 can only be amended or rescinded by way of a written resolution or by three-fourths of the votes cast at a General Meeting. Any other rule can be rescinded or amended by two-thirds of the votes cast at a General Meeting or by way of a written resolution.
- An application to register rule changes approved in accordance with this rule shall be made as soon as possible to the Registrar after such approval. No amendment to the CLT’s rules is valid until it is registered.
- The CLT may be dissolved by a three-fourths majority of members who sign an instrument of dissolution in the prescribed format or by winding-up under the Act.
- Any property that remains, after the CLT is wound-up or dissolved and all debts and liabilities dealt with, the members may resolve to give or transfer to another body with objects similar to that of the CLT [or where the statutory asset lock applies to the CLT to another body in accordance with rule 6];
- if no such institution exists, the property shall be transferred or given to the Housing Associations Charitable Trust;
- if the CLT is registered as a provider of social housing with the Regulator any transfer or gift must be in compliance with the Housing and Regeneration Act 2008 or any other relevant legal and regulatory provisions which exist from time to time.
Interpretation of terms
- In these rules, including this rule, unless the subject matter or context is inconsistent:
- words importing the singular or plural shall include the plural and singular respectively;
- words importing gender shall include the male and female genders;
- references to any provision in any Act shall include reference to such provision as from time to time amended, varied, replaced, extended or re-enacted and to any orders or regulations made under such provision;
- “the Act” shall mean the Cooperative and Community Benefit Societies Act 2014;
- “amendment of rules” shall include the making of a new rule and the rescission of a rule, and “amended” in relation to rules shall be construed accordingly;
- “Board” shall mean the Board appointed in accordance with Part D and “Board Member” or “member of the Board” shall mean a member of the Board for the time being but shall not include a person co-opted to the Board under rule D5;
- “chair” shall, save in rule E1 and where applicable, include the vice chair;
- “the CLT” shall mean the Abbotts Ann Community Land Trust Limited of which these are the registered rules;
- “Community Land Trust” has the meaning set out in section 79(2) of the Housing and Regeneration Act 2008;
- “Electronic Communication” shall have the meaning set out in section 148 of the Act;
- “derivative transaction” means any transaction which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, or any combination of these transactions.
- “General Meeting ” shall mean a General Meeting of the CLT’s members and held in accordance with rules C17 – C28;
- “member” shall mean one of the persons referred to in rule C5 and means “member” as defined by the Act;
- “officer” shall include the chair and secretary of the CLT and any Board Member for the time being and such other persons as the Board may appoint under rule E9;
- “property” shall include all real and personal estate (including loan stock certificates, books and papers);
- “Register of Members” means the register kept in accordance with rule 1;
- “Registrar” means the Financial Services Authority or any statutory successor to or any assignee of any or all of its relevant functions from time to time;
- “Regulator” means the Homes and Communities Agency acting through its Regulation Committee established pursuant to the Housing and Regeneration Act 2008 or any future body or authority (including any statutory successor) carrying on similar regulatory functions;
- “resident” means a person who alone or jointly with others is either an applicant accepted for housing in the first dwellings to be built by the CLT or holds a tenancy, lease or licence to occupy the CLT’s premises for residential use or the premises of anybody whose accounts must be consolidated with the CLT’s or any other group member;
- “these rules” shall mean the registered rules of the CLT for the time being;
- “secretary” means the officer appointed by the Board to be the secretary of the CLT or other person authorised by the Board to act as the secretary’s deputy;
- “social housing” means low cost rental accommodation and low cost home ownership accommodation as defined in sections 69 and 70 and social housing as defined in section 77 of the Housing and Regeneration Act 2008.
- Nothing in these rules overrides the provisions of the Act (as amended, rescinded or replaced), including the requirement for resolutions to be passed in accordance with statutory procedures set out therein.