Industrial & Provident Societies Acts Register No. 31346 R RULES of the MILDMAY CLUB AND INSTITUTE LIMITED Registered under the Industrial and Provident Societies Acts. 1965 to 1968 Printed and Published only by the Working Men’s Club & Institute Union Ltd. London Copyright RULES  

1. Name and Objects

*The society (hereinafter called ·”the club”) shall be called the MILDMAY CLUB AND INSTITUTE LIMITED. Its objects are to carry on the business of a club by providing for the use of its members, the means of social intercourse, mutual helpfulness, mental and moral improvement, rational recreation and the other advantages of a club.

2. Registered Office

*Its registered office shall be at 34 NEWINGTON GREEN, LONDON Nl6 9PR.  Notice of any change in the situation of the registered office shall be sent by the secretary within 14 days thereafter to the Financial Services Authority in manner and form provided by the Act.

3. Seal of the Club

The club shall have its name engraven in legible characters upon a seal, which shall bear the device of a circle having the word “Limited” in the centre and the remaining words of the name of the club in the margin. The seal shall be in the custody of the secretary, or such other officer as the managing committee appoint. And shall be used only under the authority of a resolution of the managing committee, the date whereof shall be mentioned on the instrument to which the seal is attached, and shall be attested by the signatures of two members of the managing committee and the secretary.

4. Use of Name

The registered name of the club shall be kept painted or affixed on the outside of every office or place in which the business of the club is carried on, in a conspicuous position, in letters easily legible and shall be engraven in legible characters on its seal, and shall be engraven in legible characters in all business letters, notices, advertisements and other official publications of  the club and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods, purporting to be signed by or on behalf of the club, and in all bills, invoices, receipts and letters of credit of the club.

5. Powers

The club shall have full power to do all things necessary or expedient for the accomplishment of all objects specified in its rules, including the power to purchase, hold, sell, mortgage, rent, lease or sub-lease lands of any tenure, and to erect, lease, sub-lease, pull down, repair, alter or otherwise deal with any building thereon.

6. Shares

Shares shall not be withdrawable or transferable and shall be of the value of 10p. No member shall hold more than one share, and no interest or dividend shall be paid upon it. A member shall forfeit his share on ceasing from whatever cause to be a member.

7. Admission of Members

Any two members of not less than six months standing may propose and second a candidate for membership provided they are able from personal knowledge to vouch for his respectability and fitness to be a member and both shall sign a nomination form to this effect. The candidate shall deposit the full amount payable for one share. Such sum deposited shall be returned in the event of non-acceptance as a member. The candidate shall sign such (if any) declaration of his concurrence with, and adherence to, the purposes of the club as shall be required by the managing committee. The election shall be by the managing committee and the candidate and his proposer and/or seconder shall be required to appear in person before the managing committee. No candidate shall be elected who is under 18 years of age or an employee of the club. The name and address of the candidate, with the names of his proposer and seconder, shall be prominently displayed in the principal club premises in a part frequented by the members, for at least seven days before the day on which his name is submitted for election. Every member on election shall be supplied with a copy of the rules at such charge not exceeding 10p as the managing committee may determine from time to time.

8. Membership of the Union

The club must hold a fully paid share in the Working Men's Club and Institute Union Limited. (hereinafter referred to as "'the Union") in order that each member of the club may be entitled to all the privileges of the Union, subject to its rules. A person on becoming a member of the club must be supplied with Associate and Pass Cards at the prevailing rates charged by the Union for any period for which he has paid his subscription or been granted life membership of the club.

9. Admission of Associates

So long only as the club shall hold a share in the Union all Associates of the Union shall subject to the following provisions of this rule be admitted to the club premises and alcohol may be supplied to them by or on behalf of the club for consumption on the premises. An Associate before being admitted to the club must produce his subscription card (showing that his current subscription to his club has been paid), the Associate Card of the Union and the current Pass Card issued by the Union, and must write his name and that of his club in the Union Associate Book, to be kept for that purpose. The doorkeeper or other appointed official shall compare the signature in the book with that on the Associate Card, and on being satisfied that the signatures correspond shall admit the Associate. Associates shall have the same rights and privileges and be subject to the same rules and by-laws as ordinary members, except that they may not attend or appoint a proxy at any meeting of the club, nor vote at any such meeting, receive a share of assets on dissolution or take away alcohol for consumption off the premises. The managing committee may refuse admission to Associates or limit their admission to such times and parts of the premises as they think in the interests of the club. Notice of such limitations shall be sent to the Union General Secretary. The managing committee may also refuse admission to Associates who ceased to be members under Rule 12 (a) or (b).

10. Subscriptions

Every member shall pay to the funds of the club a subscription which shall become due as soon as he is elected to membership and may not be paid until he is so elected. The subscription must be paid before the member is entitled to any of the privileges of the club. The rate of subscription shall be such sum as may from time to time be determined by the members in general meeting being not less than £1 and not exceeding £50 per year payable on the first day of January in each year. Any member who has not paid his subscription by 1^st February shall be considered in arrear, and if it be not paid by l^st March he shall cease to be a member. No member in arrear shall be permitted to use the club, or be considered a member for the purposes of these rules, except in the following circumstances. Every member will purchase the associate card and pass card as in accordance with rule 41. The managing committee, on receiving information that any member is unable to pay his subscription owing to want of work or other good cause, may, at its discretion, in writing excuse payment of such member's subscription for such period as they think fit and the member shall not forfeit the privileges of membership.

11. Register of Members

The club shall keep at its registered office a register of members in which the secretary shall enter the following particulars: (a) The names and addresses of the members; (b) a statement of the number of shares held by each member and of the amount paid or agreed to be considered as paid on the shares of each member: (c) a statement of other property in the club. Whether in loans, deposits or otherwise, held by each member; (d) the date at which each person was entered in the register as a member. And the date at which any person ceased to be a member; (e) The names and addresses of the officers of the club, with the offices held by them respectively and the dates on which they assumed office. (f) The names and addresses of the committee members and the dates on which they assumed office. Every member shall, within 14days, give notice to the secretary of any change in his address. Correspondence sent to a member's last known address as entered in the register of members shall be deemed to have been received.

12. Cessation of Membership

Members shall cease to be members: (a) By non-payment of subscription. Any person whose membership has ceased from this cause shall not again be elected to membership unless he pays such fee or fine as the managing committee may in its discretion determine. (b) By expulsion. (c) By resignation by notice of not less than three months given to the secretary in writing unless the managing committee waives the requirement for the same. (d) By becoming an employee of the club (with the exception of the secretary of the club). (e) By death.

13. Misconduct of Members

(a) The secretary or president or in the absence of both such officers any officer present upon the club premises shall have power to order the withdrawal from the club premises of any member who shall infringe any rule or by-law or whose conduct whether within the club or elsewhere shall in his opinion render a member unfit for further entry to the club. A member who is subject to proceedings in a court of law and who is excluded from the club by an officer under the above provision may not use the club premises, until the courts have disposed of the matter and until such time as the managing committee may decide to permit entry conditionally or otherwise. Where the member continues to be excluded for a time, after the courts have disposed of the matter, greater than 12 months the provisions, so modified to meet the circumstances, in Rules 13 (b) and (c) shall apply. (b) The secretary or president or officer who orders the withdrawal of a member for misconduct as per Rule 13(a) that member not being the subject of proceedings in any court of law shall at the next ordinary meeting of the managing committee or as soon as practicable thereafter lay a complaint upon which the managing committee must decide whether or not to formally charge the member. If the managing committee by a majority of members present at the meeting and entitled to vote so decide that on the face of the complaint there is a case to answer the secretary will write to the member setting out the charge or charges and summon him to appear before the managing committee giving not less than 3 clear days notice to afford the member an opportunity to advance a defence. (c) The managing committee having found a member guilty of a charge by a simple majority of their number present and entitled to vote must by at least two-thirds of the said managing committee vote for the member to be reprimanded, suspended (for a period not exceeding 12 months) or expelled to render it effective. A member convicted of any offence by any court of law may be suspended or expelled in his absence. A suspended member shall not be entitled to any of the rights and privileges of club membership but shall remain liable to pay his subscription. The decision of the managing committee shall be sent to the member in writing within three days of the managing committee meeting at which the decision was reached and the members' right of appeal procedure explained in the letter.

14. Right of Appeal

A member suspended or expelled shall have the right to appeal to the Union General Secretary who shall arrange through a Union Branch Secretary for the appointment of arbitrators. Such appeal must be lodged within 30 days of the managing committee's meeting at which the member was so suspended or expelled and be in writing, addressed to the General Secretary of the Union. No appeal shall be heard by the said arbitrators unless a deposit is submitted to the General Secretary of the Union. The Union's National Executive Committee shall determine such deposit, and the sum due shall be notified to the member on lodgement of the appeal. That deposit must be received within 30 days from the appellant on lodgement of an appeal before the case proceeds, after this time the case will be closed. The arbitrators may order the costs of the arbitration to be borne by either party or by both parties in such proportions as they may think fit, and such sum may be reimbursed from the deposit held. The arbitrators, or a majority of them, shall have full power to alter or rescind such suspension or expulsion as they may think fit, and there shall be no appeal from their decision.

15. General Meetings

Ordinary Meetings (1) There shall be an annual meeting held in March on a date to be fixed by the managing committee. At least fourteen days' notice of every annual meeting, with a copy of the agenda, shall be posted in the club. The business of the annual general meeting shall be to receive the account or accounts and balance sheet or balance sheets as audited if required, and the report of the auditor on the revenue account or accounts and balance sheet. At the annual meeting a report for the year shall be presented by the managing committee. The meeting shall consider such other business as may be submitted by the managing committee or any motion to be proposed by a member of which at least seven days' notice has been given to the secretary in writing. On receipt of such notice the secretary shall add it to the agenda posted in the club. The auditor shall be entitled to attend any general meeting of the club and to receive all notices of and other communications relating to any general meeting which any member of the club is entitled to receive and to be heard at any meeting which he attends on any part of the business of the meeting which concerns him as auditor. Special Meetings (2) A special meeting shall be called by the secretary in the following cases: (a) Upon the direction of the managing committee and in accordance with such direction. (b) On a requisition signed by one-quarter of the total number of members entitled to attend and vote at a general meeting or 50 such members, whichever is the less, stating the special object thereof. Such meeting shall be held within not less than 14 and not more than 21 days from the date of the receipt by the secretary of the requisition.   Notice to be Given (3) Notice of any special meeting, and of the object for which it is called, shall be posted by the secretary in the club at least 10 days prior to the date of the meeting. Should the secretary not convene a special meeting in manner required hereby within 10 clear days after a duly signed requisition has been delivered to him, any of the requisitionists may call such a meeting, giving such notice as is provided by this rule.   Business (4) No business other than that named in the notice shall be brought before a special meeting.   Quorum ( 5) A general meeting may proceed to business if there are in total at least one greater than the number of members of the managing committee as provided by Rule 17( 1) within an hour after the time fixed for the meeting, otherwise the meeting, if convened on the requisition of the members, shall be dissolved, but if a meeting is convened by order of the managing committee, it shall stand adjourned to the week following, at the same time, and the meeting so adjourned may proceed to business whatever be the  number of members present. No meeting shall become incompetent to transact business from the want of a quorum arising after the chair has been taken.   Adjournment  (6) Any general meeting duly constituted, may adjourn to such time as the members present direct, and may continue any such adjournment from time to time. No business shall be brought on at any adjourned meeting which could not have been transacted at the original meeting.   Voting (7) Each member present shall be entitled to one vote on each motion.    

16. Rules

Supply (1) The secretary shall be supplied by the managing committee with copies of the rules and shall be bound to deliver a copy to any person, on demand, on such payment (not exceeding 10p) as the managing committee may from time to time determine. Amendment (2) These rules may be amended only at a general meeting called for that purpose. Notice of any proposed amendment shall be posted in the club for at least 14clear days previous to the meeting to which the amendment is to be submitted. Any amendment shall require the votes of at least two-thirds of the members present at such meeting. No amendment of rules is valid until registered in accordance with the Industrial and Provident Societies Acts.   Notification of any change in the name of the club or in the rules of the club must be given to the relevant Licensing Authority within 28 days after the change is made.   By-Laws (3) The managing committee shall have power to make such by-laws as it may consider necessary for the good government and order of the club, provided that no such by-laws shall conflict with any of the rules. A copy of all such by-laws shall be posted in a conspicuous place in the clubhouse.    

17. Managing Committee

Powers of Managing Committee (l) The managing committee shall consist of the president, vice-president, treasurer, and a minimum of 6 and up to 12 committee members, all of whom shall be above the age of 18, and be members of the club. One half, up to the nearest, highest, whole number of the committee members (including those appointed to fill a casual vacancy under Rule 17(2)) shall retire each year and offer themselves for re-election following the annual meeting. The managing committee shall control the management of the club and shall have exclusive power to engage or dismiss a steward and other servants. It shall have power to purchase such articles and do all such things as it may deem necessary for the carrying out of the objects of the club. It shall have due regard to any resolution or recommendation of any general meeting, but shall not be bound to give effect to the same if in its judgment such action would be injurious to the best interests of the club. Nothing in these rules shall enable the managing committee to declare any dividend or make any monetary grants to the members, or to apply the clubs funds, except for the purposes of the club itself, and for the purposes specified in Rule 26. The managing committee shall meet not less than once a month or as may be agreed from time to time by the managing committee and not less than one half of the total of the managing committee shall form a quorum. No resolution of the managing committee shall be rescinded unless notice to rescind has been given at the previous meeting of the managing committee.   Retirement, Vacation or Cessation of Membership (2) Any officer or committee member not attending for three consecutive meetings shall, unless he send an explanation which the managing committee consider satisfactory, cease to be a member of the managing committee and in the case of an officer shall also be removed from office. Any committee member or officer who shall cease to be a member, or who is suspended under Rule 13, or tenders his resignation in writing or who shall cease membership of the club by any reason shall vacate his seat. Any vacancy so occurring, or by any other cause, shall be filled by the managing committee, or in such other manner as the managing committee may decide. Any committee members selected to fill a casual vacancy shall hold office until the next elections.   Removal or Resignation (3) The managing committee, or any member or members thereof, may be removed by the votes of two thirds of the members present at a special general meeting called for that purpose. In the event of the removal or the resignation of the whole or the majority of the managing committee, the secretary shall obtain nominations and appoint scrutineers and arrange for holding a ballot. Three days shall be allowed for nominations and the ballot shall be held on three successive days within the following seven days. The result shall be declared by the scrutineers by notice posted in the club.  

18. Finance Committee

The managing committee shall, at the first meeting following each election, select a sub-committee, to be called the Finance Committee which shall meet every two weeks. It shall consist of three committee members and any officers who may be appointed by the managing committee. It shall be the duty of the Finance Committee to take record of the stock of goods at least once a quarter either by themselves or by an agent duly appointed by the managing committee for that purpose, check all demands for payment with the order book, and with the delivery notes and invoices, and to report to the whole managing committee whether such stock vouches the correctness of the returns made by the steward, and whether the demands are in order and correct. It shall see that vouchers are produced by the secretary for all payment made by him or by order of the managing committee, and it shall report at each managing committee meeting whether the secretary's cash book has been duly made up, and that the amount there shown as standing to the credit of the club appears also in the bank statement relating to the club's current drawing account. These records, duly made up to date, shall be laid upon the table at each managing committee meeting. The proceedings of the Finance Committee shall be recorded by the secretary in a minute book kept for that purpose. All cheques drawn upon the club's account shall be signed by at least two officers or other authorised person(s). The Finance Committee shall have the power to give orders for such goods to be supplied and work to be done as may be necessary for carrying out the purposes of the club; but nothing in this rule shall empower the managing committee to incur expenditure, except such as is consistent with the purposes for which the club is established.

19. Orders

No officer or committee member of the club shall by virtue of his appointment, have power to order goods or dispose of the funds of the club. No goods or labour shall be supplied, nor any contract entered into for work to be done for the club, nor any office or salary, profit or remuneration, be held by any member of the managing committee, nor shall any honoraria be paid to managing committee members, unless authorised by a general meeting or on the authority of two officers in an emergency for the benefit of the club.

20. Officers

(1) The club shall have the following officers: A president, vice-president, treasurer and secretary. The president, vice-president and treasurer shall be elected by ballot at the elections held each year following the annual meeting and shall remain in office until their successors are appointed. The secretary shall be elected by ballot and shall remain in office during the pleasure of the club. Any of the officers shall be removable at any time provided two-thirds of the members present at a special meeting called for that purpose shall vote in favour of such removal. In the event of a vacancy arising amongst the officers by death, resignation, or other cause apart from suspension or expulsion the vacancy shall be filled, the managing committee having power to appoint a member to fill the vacancy. Any member so appointed shall hold office for the unexpired period for which his predecessor was elected. This provision shall not apply to the office of secretary. In the event of a vacancy arising in the office of secretary, the same shall be filled by ballot. The scrutineers last appointed shall obtain nominations and arrange for holding a ballot under the supervision of the president. Seven days shall be allowed for nominations and the ballot shall be held on three successive days within the following seven days. The result shall be declared by the scrutineers by notice posted in the club. Any officer shall vacate his office if suspended from membership under Rule 13 or upon ceasing membership from any cause. A vacancy occurring on the suspension or expulsion of an officer shall not be filled until the hearing of any arbitration appeal made in accordance with the rules. If the secretary is the holder of the Club Premises Certificate, then any change in the office of secretary must be notified by the president or secretary within 28 days to the Licensing Authority. The officers of the club shall receive such honorarium, if any, or in the case of the secretary such salary, as the managing committee or a general meeting may from time to time determine. Every officer dealing with club moneys shall be insured with a recognised guarantee society for the due performance of his duties in such sum as the managing committee or a general meeting may determine. The President (2) The president, or in his absence, the vice president, or in the absence of both such officers, an elected chairman shall take the chair at all general meetings and managing committee meetings of the club. Treasurer (3) The treasurer shall pay all moneys received by the club from any source  whatever, without any deduction for any purpose whatever, to the credit of an account opened in the name of the club at such bank and in such manner as the managing committee may direct, and further, shall keep such accounts and pay such debts of the club as the managing committee shall direct, and shall, when required to do so, render to the managing committee, or a general meeting, an account of any moneys received and expended by him. Secretary (4) The secretary shall be the executive officer of the club. He shall keep upon the club premises a register of the names and addresses of the club members and a subscription book, in which shall be recorded the payments of such members. He shall carry out the directions of the managing committee, and subject to such directions, shall receive moneys on account of the club, and pay them to the treasurer; and keep such accounts as the managing committee may direct. He shall attend all meetings of the managing committee and Finance Committee or any other sub-committee if so directed, take minutes of the proceedings, prepare accounts and balance sheets, and submit them to the auditor. The secretary shall ensure that the Club Premises Certificate, or a certified copy thereof, is kept at the club premises in the custody, or under the control of the person nominated for the purpose of Section 94(2) of the Licensing Act 2003, who may be the secretary, or a club member, or a club employee nominated by the secretary in writing. The nominated person shall be identified in writing to the Licensing Authority by the secretary, and shall ensure that the summary of the certificate issued by the Licensing Authority, or a certified copy thereof and a notice specifying the position he holds at the premises are prominently displayed at the club premises.

21. Annual Return to

Financial Services Authority (1) The secretary shall send to the Financial Services Authority once in every year, within the time allowed by legislation, an annual return relating to the club's affairs for the period required by the Industrial and Provident Societies Acts, to be included in the return, together with a copy of the report of the auditor on the club's accounts for the period included in the return and a copy of each balance sheet made during that period, and of any report of the auditor on that balance sheet. The annual return shall be made up for the period beginning with the date of registration of the club under the Industrial and Provident Societies Acts or with the date to which the club's last annual return was made up, whichever is the later, and ending with the date  of the last balance sheet published by the club. The annual return must be made in the form prescribed by the Financial Services Authority and contain such particulars as may from time to time be required to be in the return. Copies to Members (2) A copy of the last annual return, together with a copy of the report of the auditor on the accounts and balance sheet contained in the return shall be supplied gratuitously on demand to every member or person interested in the funds of the club. Balance Sheet (3) A copy of the account or accounts and balance sheets covering the period included in an annual return, as audited, and the report of the auditor on the balance sheet and accounts shall be posted in the registered office and shall be kept always hung up in a conspicuous place at the said office.

22. Inspection of Books

Any member or person having an interest in the club funds may at all reasonable times inspect all books and accounts including the particulars in the register of members, except those mentioned in paragraphs (b) and (c) of Rule II at the registered office or any place where they are kept, and it shall be the duty of the secretary to produce them for inspection; but no person, unless an officer of the club or specially authorised by a resolution thereof, may inspect the loan or deposit account of any other member without his written consent.

23. Borrowing Powers

The club shall have power to borrow money for the purposes of the club, and to secure the repayment of any money borrowed by mortgaging or charging any of its property, provided that the amount of money borrowed for the time being remaining undischarged shall not exceed £500,000.

24. Audit

( 1) An audit, where necessary in law or where the membership require, will be carried out by a registered auditor or two or more lay auditors where the condition for appointing lay auditors apply. Where there is no requirement to carry out an audit a registered auditor will be appointed to act as the reporting accountant. (2) Save as provided in paragraph (3) of this rule every appointment of an auditor shall be made by resolution of a general meeting of the club. (3) The first appointment of a registered auditor shall be made within three months of the registration of the club and shall be made by the managing committee if no general meeting of the club is held within that time. The managing committee may appoint a registered auditor to fill any casual vacancy occurring between general meetings of the club. (4) A registered auditor appointed to audit the accounts and balance sheet of the club for the preceding year of account (whether by a general meeting or by the managing committee) shall be re-appointed as the registered auditor of the club for the current year of account (whether or not any resolution expressly reappointing him has been passed) unless: (a) a resolution has been passed at a general meeting of the club appointing somebody instead of him or providing expressly that he shall not be re-appointed or (b) he has given to the club notice in writing of his unwillingness to be re appointed or (c) he is ineligible for appointment as registered auditor of the club for the current year of account or (d) he has ceased to act as registered auditor of the club by reason of incapacity. Provided that a retiring registered auditor shall not be automatically re-appointed by virtue of this rule if notice of an intended resolution to appoint another person in his place has been given in accordance with paragraph (5) of this rule and the resolution cannot be proceeded with because of the death, incapacity or ineligibility of that other person. (5) A resolution at a general meeting of the club (i) appointing another person as registered auditor in place of a retiring registered auditor or (ii) providing expressly that a retiring registered auditor shall not be re-appointed shall not be effective unless notice of the intention to move it has been given to the club not less than 28 days before the meeting at which it is moved. On receipt by the club of notice of the intention to move any such resolution the club shall give notice of the resolution to the members and to the retiring registered auditor in accordance with Section 6 of the Friendly and Industrial and Provident Societies Act 1968, and shall give notice to the members in accordance with that section of any representation made or intended to be made by the retiring registered auditor. (6) None of the following persons shall be appointed as registered auditor of the club: (a) an officer or servant of the club: (b) a person who is a partner of or in the employment of or who employs an officer or servant of the club. (7) The registered auditor shall in accordance with Section 9 of the Friendly and Industrial and Provident Societies Act 1968 make a report to the club on the accounts examined by him and on the revenue account or accounts and the balance sheet of the club for the year of account in respect of which he is appointed. (8) The registered auditor shall have a right of access at all times to the books, deeds and accounts of the club and to all other documents relating to its affairs and shall be entitled to require from the officers of the club such information and explanations as he thinks necessary for the performance of the duties of the auditors.

25. Nominations and Proceedings on Death or Bankruptcy

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 club belonging to the deceased or bankrupt member the club shall transfer or pay such property to which the personal representative or trustee in bankruptcy has become entitled as the personal representative or trustee in bankruptcy may direct them. A member may in accordance with the Industrial and Provident Societies Act 1965, nominate any person or persons to whom (subject to the provisions of the Act as to amount and the persons to whom a valid nomination may be made) any of his property in the club at the time of his death shall be transferred. On receiving satisfactory proof of death of a member who has made a nomination the club shall if and to the extent that the nomination is valid under the said Act either transfer or pay in accordance with the Act the full value of the property comprised in the nomination to the person entitled thereunder.

26. Application of Profits

The profits of the club may be applied in any of the following ways: (a) In promoting mutual intercourse and united action between members and others interested in improving the conditions of the people of the United Kingdom. (b) In promoting education by the establishment of lectures, classes, examinations, and scholarships. (c) In maintaining or supporting the Union Convalescent Home or other convalescent homes, hospitals, infirmaries or any other charitable or provident institution, or in supporting or maintaining circulation and reference libraries and reading-rooms with the best works in all departments of literature, science and art, for the use of the members. (d) For any other lawful purpose determined by the managing committee or any general or special general meeting subject to Rule 27.

27. Application of Funds

Except by the dissolution of the club, no profits or funds of the club shall be distributed amongst the members.

28. Investments

The managing committee may invest the funds of the club at such rate of interest and on such terms as they see fit in any of the following investments: (a) With its members or others upon the security of real property. (b) In the shares or in the security of any society registered under the Industrial and Provident Societies Acts, or under the Building Societies Act, or of any company registered under the Companies Acts or incorporated by Act of Parliament or by charter provided that such society or company has its liability limited. (c) In any investment in which trustees are, for the time being by law, authorised to invest funds.

29. Statutory Applications to the Financial Services Authority

(1) Any 10 members of the club, each of whom has been a member for not less than 12 months immediately preceding the date of the application, may apply to the Financial Services Authority in the form prescribed by the Act to appoint an actuary or accountant to inspect the books of the club and to report thereon, pursuant to Section 47(1) of the Industrial and Provident Societies Act 1965. (2) One-tenth of the whole number of members, or if the number of members shall at any time exceed 1.000 then 100 members may by an application in writing to the Financial Services Authority, signed by them in the forms respectively prescribed by the Act: (a) Apply for the appointment of an inspector or inspectors to examine into the affairs of the club and to report thereon; or (b) Apply for the calling of a special meeting of the club.

30. Dissolution

The club may at any time be dissolved by the consent of three-fourths of the members, testified by their signatures to an instrument of dissolution in the form provided by the Act, or by winding up in a manner provided by the Industrial and Provident Societies Acts. The remaining assets, after the payment of all liabilities, shall be distributed amongst the members in equal shares. A member admitted after the date of these rules, must have been a member of the club for five years before such member is entitled to a share in the assets of the club on dissolution.

31. Conduct of Elections

Nominations (1) The election of officers and committee members shall be by ballot. At least 14days before the day fixed for any ballot a nomination sheet shall be posted in the club by the secretary, on which the names of all candidates for any office must be entered, and such sheet shall remain open until at least 10 p.m. on the day following the closing of the general meeting. No member shall be eligible for nomination unless he has been a member for at least two years prior to nominations closing, and has been proposed and seconded by two members, who must themselves sign the sheet. No member under suspension at the date of closing of the nomination sheet shall be eligible for nomination. No candidate shall be nominated for more than one position, and if nominated shall be deemed to have resigned from his present position. Scrutineers (2) The arrangements for ballot shall be carried out under the direction of the secretary by three scrutineers appointed by the general meeting who shall not be candidates or officers. The scrutineers so appointed shall remain as scrutineers until their successors are appointed. Ballot. When Held (3) Ballots shall be held during the week following the annual meeting or in the succeeding week. Ballots shall remain open during not less than two hours on the evenings of not less than three consecutive days to be fixed by the managing committee, and the result shall be made known by the posting of a notice in the club signed by the scrutineers, recording the number of votes polled by each candidate, and indicating which of the candidates are elected. Who May Vote (4) Each member shall have one vote for each vacancy but no member may give more than one vote to any one candidate. Tie (5) The candidates receiving the highest number of votes shall be declared duly elected. In the event of two or more candidates receiving an equal number of votes for the last vacancy or vacancies, the names of such candidates shall be written on slips of paper, which shall be placed so that the names are concealed and the president, or in his absence, some person appointed by the scrutineers, shall then draw as many slips as there are vacancies to be filled, and the members whose names are so drawn shall be declared duly elected. Scrutiny (6) The scrutineers shall, at the conclusion of the ballot, seal up the ballot papers and hand them to the secretary, who shall retain them for seven days. A scrutiny shall take place if a written demand be presented to the secretary within seven days from the close of the ballot, signed by not less than one-fifth or 50 members, whichever is the least and the scrutiny shall be carried out by three fresh scrutineers, to be named by the Branch Executive of the Club and Institute Union in the Branch Area where the club is situated and their decision shall be final.   

32. Settlement of Disputes

Disputes between a Member and an Officer of the Club (1) All disputes between a member and an officer of the club shall unless the managing committee elect to refer the matter directly to a special meeting, be settled by the managing committee. An officer who is on the managing committee must not vote or act as a committee member in any dispute concerning him personally. The decision of the managing committee shall be final, unless any party aggrieved thereby shall within seven days, produce to the secretary a requisition satisfying the conditions mentioned in Rule 15 (2) (b), whereupon the decision shall be reviewed by a special meeting and its decision shall be binding.   Disputes between a Member and the Club (2) All disputes between a member or person aggrieved who has for not more than six months ceased to be a member, or any person claiming through such member or person aggrieved shall be referred to the Executive of the Union or the persons appointed by them, who shall be the arbitrators of the club and whose decision shall be final.

33. Introduction of Guests

A member or an Associate may personally introduce friends as his guests, but no member or Associate may introduce more than three friends at any one time. The member or Associate introducing the guest shall sign his name in a book kept for that purpose together with the name of the guest. The following shall not be admitted as guests: (a) Former members who have been expelled. (b) Former members who have ceased to be members through non-payment of subscriptions. (c) Persons who, having been nominated for membership, have not been accepted. (d) Members who are under suspension. (e) Persons who have been expelled or who are under suspension from any other Union club. Members and Associates must accompany guests introduced by them during the period of their stay in the club, and no guest shall be permitted to make any payments for alcohol directly or indirectly. The managing committee may debar a member or Associate introducing any particular person as a guest if they so think fit.

34. Guests and Excisable Articles

Should any guest introduced by a member or an Associate pay for alcohol, he shall at once be removed from the club premises. If introduced by a member the member may be expelled from membership on the fact being duly proved; and it shall be the duty of any officer or members of the club, becoming aware of such breach of the rules, to report it at once to the secretary or managing committee.

35. Hours of Opening and Closing of the Club Premises

The club shall open and close, and qualifying club activities may take place, at such times as the managing committee may from time to time determine, subject to the terms and conditions specified in the Club Premises Certificate granted to the club under the provisions of the Licensing Act 2003.

36. Value Added Tax

Where under any of the provisions of these rules or any amendments thereto for the time being in force any sum of money is payable to the club by a member whether by way of subscription or otherwise and such payment attracts Value Added Tax then, unless any rule specifically provides to the contrary, a member shall in addition pay to the club such further sum as shall be equal to the amount of Value Added Tax at the rate for the time being in force attributable to such sum.

37. Life Members

(a) The managing committee may, in their discretion, grant life membership to any member who has rendered special service to the club, or who in their opinion is deserving of the distinction. Life members shall not be liable to pay subscriptions under Rule 10, but shall be entitled to all the rights and privileges of club membership, including the right to attend meetings, vote at elections and be nominated for committee or other office. A life member will purchase an associate card and pass card. (b) Every life member shall be under a continuing duty to notify the secretary of his up-to-date address. (c) A life member must personally attend the club annually or contact the club by letter, from 1^st January to 31^st March to obtain a renewal of his certificate of life membership duly signed by the secretary. If a life member fails to obtain his annual certificate of life membership as indicated above, the secretary will write to the member notifying him that he has ceased to be a member of the club. (d) The life member may within the 3 month period mentioned in (c) above or within 28 days of the date of the notice of cessation of his membership, write to the managing committee with a request that his life membership should continue and it will be for the managing committee in their absolute discretion to decide whether or not he should remain a life member.

38. Interpretation

(1) In these rules, unless the contrary intention appears, words denoting the masculine gender shall be deemed to include the feminine. (2) Any reference to the Chief Registrar, Registrar, Central Office, Assistant Registrar (for Scotland) or the Registry of Friendly Societies, includes reference to the Financial Services Authority (also known as the “FSA”), which is the statutory successor carrying on the relevant functions of any of them.

39. Under 18 Years of Age

No one under the age of 18 is allowed to drink alcohol on the premises. Alcohol shall not be supplied directly or indirectly to persons under the age of 18 whilst on the club premises.

40. Temporary Affiliates

(1) The specified groups of persons attending the following functions organised by the managing committee or organised by a member and approved by the managing committee shall be temporary affiliates of the club for the day of their visit, providing a nomination form containing the names of such persons, signed by the secretary of their club, or party is received and approved by the managing committee at least two clear days previous to their admission as temporary affiliates. (a) Games teams and their officials and supporters engaged in games fixtures in which a representative team from the club is participating; or (b) Occasions of a member's personal or family nature including parents, grandparents and descendants or other invited guests, not organised for profit and which are customarily celebrated, e.g. weddings, retirements, silver and golden wedding anniversaries etc. (c) A person whose usual residence is more than 2 miles from the club premises may, upon nomination by a member, be elected as an affiliate of the club for not more than one month. Temporary affiliates under this category shall pay a subscription of such sum as may from time to time be determined by the members in general meeting not exceeding £20 on election, which may not be paid until so elected. No temporary affiliates shall be elected for more than two periods in any year. (2) For all classes of temporary affiliates, an interval of at least two clear days shall elapse between nomination and election of such affiliates. Temporary affiliates shall not be entitled to attend general meetings, vote at elections, be nominated as candidates for managing committee or other office, or introduce guests, and they shall be subject to such regulations as the managing committee may from time to time make regarding affiliates. The names and addresses of temporary affiliates or their organising body shall be entered in a special register to be kept by the secretary for the purpose. The number of persons admitted under this rule shall not result in them being significant in proportion to the total.  Compulsory Associate Card and Pass Card The rule provides for all (male, female and life) members of the club to purchase the associate card and pass card. The cost of the associate card and pass card will be at the prevailing rate charged by the union.    Signatures of Applicants for Registration

1. C. RICHES

A.M. FITZGERALD

1. BROWN
2. E. BRIGHT Secretary

Financial Services Authority FormAR FSA Cancellation of Registration of a Registered Society   (Friendly Societies Act 197 4 s.84A (6)) The registration of Mildmay Club and Institute (Register No. 848 W) under the Friendly Societies Act 1974 is cancelled following its registration under the Industrial and Provident Societies Act 1965 as Mildmay Club and Institute Limited (Register No. 31346 R). Date: 08August 2011 For the Financial Services Authority                                                             Copy kept.  Financial Services Authority Form 8 (R/IP/RA/2)   FSA INDUSTRIAL AND PROVIDENT SOCIETIES ACT 1965 Acknowledgement of Registration of Society Register No. 31346 R Mildmay Club and Institute Limited is this day registered under the Industrial and Provident Societies Act 1965. Date: OS August 2011 Financial Services Authority 25 The North Colonnade Canary Wharf London El4 5HS Copy kept.