Draft Powers & Shares 4 & 5

 

4.POWERS

4.1The Charity shall have the power to do all things necessary or expedient for the fulfilment of its Objects.

4.2Without limitation of Rule the Charity shall have power:-

4.2.1subject to Rule (Conflicts of Interest) to employ people, agents and advisers;

4.2.2to borrow money (without limitation on the amount) from any person and to give security for loans or other obligations (but only in accordance with the restrictions imposed by the Charities Act);

4.2.3to lend, deposit or advance money and give credit or guarantees (and with or without security when lending to Members) in accordance with the Act and the Charities Act;

4.2.4to act as agent or trustee;

4.2.5to co-operate with other bodies;

4.2.6to support by donation or otherwise, administer and/or set up charities or social enterprises;

4.2.7to accept gifts and to raise funds;

4.2.8to issue shares, bonds and other financial instruments and to repay such instruments;

4.2.9to acquire or hire property of any kind;

4.2.10to let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act);

4.2.11to take mortgages, charges, liens and other security obligations;

4.2.12to set aside funds for special purposes or as reserves against future expenditure;

4.2.13to pay or suspend interest on share capital including the suspension of interest indefinitely;

4.2.14to invest its funds in any manner with the powers of a natural person in addition to the powers given by the Act;

4.2.15to obtain advice from a financial expert on investments and to have regard to the suitability of investments and the need for diversification where appropriate;

4.2.16to delegate the management of investments to a financial expert, but only on terms that:

1. the investment policy is set down in writing for the financial expert by the Trustees;

2. timely reports of all transactions are provided to the Trustees;

3. the performance of the investments is reviewed regularly with the Trustees;

4. the trustees are entitled to cancel the delegation arrangement at any time;

5. the investment policy and the delegation arrangement are reviewed at least once a year;

6. all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Trustees on receipt; and

7. the financial expert must not do anything outside the powers of the Charity.

4.2.17to arrange for investments or other property of the Charity to be held in the name of a nominee company acting under the direction of the Trustees or controlled by a financial expert acting under their instructions, and to pay any reasonable fee required;

4.2.18to deposit documents and physical assets with any company registered or having a place of business in England or Wales as custodian and to pay any reasonable fee required;

4.2.19to insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required;

4.2.20to enter into contracts to provide services to or on behalf of other bodies;

4.2.21to establish or acquire subsidiary companies and other business organisations; and

4.2.22to transfer or accept the transfer of engagements from or to amalgamate with any other charitable society registered under the Act or accept the transfer of the undertaking to or from any charity or convert the Charity into a charitable company.

4.3The Charity may only accept deposits in accordance with the strict limitations of the Act and shall not carry on the business of banking or any other regulated activity except in accordance with the Act and the Financial Services and Markets Act 2000.

5.SHARES

5.1The purpose of issuing Shares in the Charity is solely to advance the charitable purposes of the Charity set out in Rule 3 (Objects) under terms which are beneficial to the Charity.

5.2The Trustees will issue Shares with a nominal value of £1 but may, at their discretion, issue at another nominal value. Unless otherwise specified by the Trustees, the Trustees will issue withdrawable shares. Shares shall be non-transferable except on death or bankruptcy.

5.3The Trustees may issue different classes of Shares, with such rights, restrictions and obligations as may be determined by them and may set the amounts of any subscriptions.

5.4Rule 10 (No Transferable Share Capital), Rule (Withdrawal of Shares), Rule (Reduction in Share Value), Rule (Payment of Interest on Shares) and Rule (Dissolution) must always apply to any issue of Shares.

5.5Unless otherwise specified by the Trustees on issue and subject to Rule (Reduction in Share Value), Shares shall be withdrawable at the same nominal value as at the date of issue.

5.6Shares may be withdrawn and transferred only in accordance with the provisions of these Rules.

5.7The total number of Shares issued to any one Member shall not exceed the maximum permitted by law or any maximum shareholding specified by the Trustees.

5.8Shares shall normally be paid for in full on allotment, but the Trustees may at their discretion permit a Member to defer some or all of such payment.