Part G: Miscellaneous & statutory
Registered office and name
G1 The Association’s registered office is: Moneda House, 25-27 Wellington Pl, Belfast BT1 6GD, United Kingdom
G2 The Association’s registered name must:
G2.1 be placed prominently outside every office or place of business; and
G2.2 be engraved on its seal; and
G2.3 be stated on its business letters, notices, advertisements, official publications, cheques, invoices, website and any other formal corporate communication whether electronic or otherwise.
Disputes
G3 Any dispute on a matter covered by these 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
G4 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.
G5 The Secretary shall keep the seal. 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
G6 The Association must keep at its registered office: G6.1 the register of Shareholders showing:
- the names and addresses of all the Shareholders; and
- a statement of all the shares held by each Shareholder and the amount paid for them; and
- a statement of other property in the Association held by the Shareholder; and
- the date that each Shareholder was entered in the register of Shareholder;
G6.2 a duplicate register of Shareholders showing the names and addresses of Shareholders and the date they became Shareholder;
G6.3 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;
G6.4 a register of holders of any loan;
G6.5 a register of mortgages and charges on land; and
G6.6 a copy of the Rules of the Association.
G7 The Association must display a copy of its latest balance sheet and auditor’s report (if one is required by law) at its registered office.
G8 The Association shall give to all Shareholders 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.
G9 The Secretary shall give a copy of these Rules to any person on demand who pays such reasonable sum as permitted by law.
Statutory applications to the Registrar
G10 Ten Shareholders can apply to the Registrar to appoint an accountant to inspect the books of the Association, provided all ten have been Shareholders of the Association for a twelve-month period immediately before their application.
G11 The Shareholders may apply to the Registrar in order to get the affairs of the Association inspected or to call a special General Meeting. One hundred Shareholders, or one-tenth of the Shareholders, whichever is the lesser, must make the application.
Amendment of Rules
G12
G12.1 The Rules of the Association may be rescinded or amended but not so as to stop the Association being a charity, and not without the prior consent of the Regulator where such consent is required under the Housing (Northern Ireland) Order 1992.
G12.2 The Rules may only be amended by a resolution put before the Shareholders by the Board.
G12.3 Rules A2; A3; A4; 81; 82; 83; C2; C3; D16; 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.
G12.4 Amended Rules shall be registered with the Registrar as soon as possible after the amendment has been made. An amended rule is not valid until it is registered.
G12.5 A copy of the amended Rules shall be sent to the Regulator and t he Commission as soon as possible after registration by the Registrar.
Dissolution
G13 The Association may be dissolved by a three-fourths majority of Shareholders who sign an instrument of dissolution in the prescribed format or by winding-up under the Act or in accordance with section 67 of the Act.
G14
G14.1 Any property that remains, after the Association is wound-up or dissolved and all debts and liabilities dealt with, shall be given or transferred to another charitable body (as may be determined by the Shareholders) with objects similar to that of the Association.
G14.2 If no such institution exists, the property shall be transferred or given to the Northern Ireland Housing Associations’ Charitable Trust.
G14.3 If the Association is registered as a provider of social or affordable housing with the Regulator, any transfer or gift must be in compliance with the Housing (Northern Ireland) Order 1992 or any other relevant legal and Regulatory provisions which exist from time to time.
Interpretation of terms
G15 In these Rules, including this rule, unless the subject matter or context is inconsistent:
G15.1 words importing the singular or plural shall include the plural and singular respectively;
G15.2 words importing gender shall include the male and female genders;
G15.3 Amendment of Rules shall include the making of a new rule and the rescission of rule, and “amended” in relation to Rules shall be construed accordingly;
G15.4 the Act shall mean the Co-operative and Community Benefit Societies Act (Northern Ireland) 1969:
G15.5 the Association shall mean the Association of which these are the registered Rules;
G15.6 Board shall mean the Board appointed in accordance with Part D and Board Member or shall mean a member of the Board for the time being but shall not include a person co-opted to the Board under rule 05;
G15.7 Chair shall mean the person appointed as Chair in accordance with rule E1 and where applicable shall include the vice Chair;
G15.8 Clear Days, in respect of notice for a meeting, shall mean a period calculated excluding both the day on which any notice or communication is deemed to be received under these rules and the date of the meeting;
G15.9 Commission means the Charity Commission for Northern Ireland;
G15.10 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;
G15.11 Electronic Communication means a document sent by:
- electronic means (for example electronic mail or facsimile transmission); or
- any other means while in electronic form (for example sending a pen drive by first class mail);
G15. 12 General Meeting shall mean a General Meeting of the Association’s Shareholders called and held in accordance with rules C16-34;
G15.13 Group Member means the Association, each subsidiary of the Association, any body corporate of which the Association is a subsidiary and any subsidiary of such body corporate and for this purpose “subsidiary” has the meaning within the Act and/or the Companies Act 2006;
G15.14 notice shall be deemed to have been received by a person:
- if posted by first class post at least two business days (meaning Monday to Friday but excluding bank holidays) after being posted;
- if sent by Electronic Communication one hour after transmission provided that no transmission notification of non-delivery or error has been received by the person transmitting the communication and the transmission is to the Electronic Communication address or number last notified by that person to the Secretary;
- if delivered by hand, on delivery to the person’s address last notified by that person to the Secretary;
G15.15 Officer shall include the Chair and Secretary of the Association and any Board Member for the time being and such other persons as the Board may appoint under rule E8;
G15.16 Property shall include all real and personal estate (including loan stock certificates, books and papers);
G15.17 Register of Shareholders means the register kept in accordance with rule G5.1;
G15.18 Registrar means the Financial Conduct Authority or any statutory successor to or any assignee of any or all of its relevant functions from time to time;
G15.19 Regulator means the Department for Communities in Northern Ireland or any Future body or authority (including any statutory successor) carrying on similar regulatory or supervisory functions:
G15.20 Resident means a person who alone or jointly with others holds a tenancy, lease or licence (or equity sharing lease) to occupy the Association’s premises or the premises of any other Group Member for residential use;
G15.21 Secretary means the Officer appointed by the Board to be the Secretary of the Association or other person authorised by the Board to act as the Secretary’s deputy;
G15.22 Shareholders shall mean one of the persons referred to in rule C5 and means member as defined by the Act;
G15.23 Special Resolution means a resolution at a General Meeting passed by a two-thirds majority of all Shareholders who vote in person or by proxy;
G15.24 these Rules shall mean the registered rules of the Association for the time being;
G15.25 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.
A PDF copy of the full Co-Ownership Rules can be found by clicking here.