Draft Shares 10 - 15
10. NO TRANSFERABLE SHARE CAPITAL
11. WITHDRAWAL OF SHARE CAPITAL
Withdrawal on Notice
11.1 With the Trustees' approval, Shares may be withdrawn on three months' notice provided that:
11.1.1 the notice to withdraw Shares must (a) be sent to the Charity; (b) give details of the Shares to be withdrawn; and (c) be signed by the withdrawing Member or authorised by the withdrawing Member through a secure electronic transaction procedure approved by the Trustees;
11.1.2 unless a Member is withdrawing all of his/her Shares, the withdrawal must not leave the Member with fewer Shares than the Minimum Shareholding;
11.1.3 no withdrawal of Shares issued on the same date shall be permitted during the first three years from the date of the issue of Shares or from the date it carries on a qualifying trade whichever is the later; and
11.1.4 the Trustees are satisfied that, at the date of withdrawal, the Charity is able to continue as a going concern for the 12 months following the withdrawal.
Waiver and Suspension of Withdrawal of Shares
11.2 The Trustees may waive the notice period required for a withdrawal of Shares.
11.3 The Trustees may suspend the right to withdraw Shares either wholly or partially and either indefinitely or for a fixed period.
11.4 The Trustees may apply the suspension to any notices of withdrawal, which have been received and remain unpaid, or only to specified classes or issues of Shares. Where the suspension is for a fixed period, such period may be extended from time to time by the Trustees.
11.5 Should the Trustees choose to suspend the right to withdraw shares, all Members must be notified of such a change within ten days of it having come into force.
11.6 During any period of suspension, the Shares of a deceased or bankrupt Member may, if the Trustees so determine, be withdrawn in accordance with this Rule 11.
Amount Payable on Withdrawal of Shares
11.7 The amount to be paid to a Member on a withdrawal shall be the amount credited as paid on the Shares to be withdrawn except where the Shares have been reduced in value under Rule 13 (Reduction in Share Value).
11.8 The Trustees may deduct a reasonable administration fee in respect of the withdrawal of Shares.
11.9 Interest up to the date of repayment may, at the discretion of the Trustees, be payable on any Share in respect of which a notice of withdrawal has been given.
12. SURRENDER OF SHARES
12.1 If the right to withdraw has been suspended, Members may terminate their Membership by surrendering their entire Shareholding to the Charity at which point the Shares will be cancelled. The surrender must be made in such form as the Trustees require.
12.2 Trustees have the right to refuse a surrender of shareholding and may at their discretion pay to the Member who is surrendering Shares any amount not exceeding the nominal value of the Shares.
13. REDUCTION IN SHARE VALUE
13.1 If at any time the Charity's auditors (or, if the Charity does not have auditors, another qualified independent accountant) certify that the Charity's liabilities plus its share capital exceed its assets, the Trustees may resolve to redenominate the nominal value of all issued Shares to 10 pence or to any multiple of 10 pence.
13.2 The Trustees may then further resolve that a Member’s shareholding will be redenominated so that the member’s total shareholding reflects the Charity’s value using the nominal value of the new Shares. Where such calculation will lead to a Member's Shareholding comprising a fractional balance of a 10 pence Share the Member's Shareholding shall be rounded down to the nearest 10 pence Share.
13.3 Following the resolution pursuant to Rule 13.2 the original balance of the nominal value of the Shares shall be cancelled and no right to interest or dividend or the balance of nominal value following cancellation shall exist.
14. SHARE TRANSFERS ON DEATH OR BANKRUPTCY OF A MEMBER
14.1 Members may nominate a person to whom any property which that Member holds in the Charity may be transferred on death in accordance with section 37 of the Act, up to the limits imposed by the Act.
14.2 Any property held by a Member who dies or becomes bankrupt which is not dealt with by a nomination under Rule 14.1 shall be dealt with in accordance with the instructions of the Member's duly appointed personal representative or trustee in bankruptcy.
14.3 The Trustees 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, shall request a receipt from the transferee, shall approve a transfer and shall register it in the Register of Members.
15. UNTRACED MEMBERS
15.1 Where a Member holds more than one Share in the Charity, the Charity shall be entitled to cancel Shares of a Member if and provided that:
15.1.1 during the period of twelve years prior to the date of the publication of the advertisement referred to in Rule 15.1.2 below (or, if published on different dates, the later date) all cheques in respect of the Shares in question sent in the manner authorised by these regulations have remained uncashed; and
15.1.2 the Charity shall on expiry of the twelve years have inserted advertisements, both in a leading London newspaper or on the Official Gazette website and in a newspaper circulating or on a newspaper website in the area of the address at which service of notices upon such Member or other person may be effected in accordance with these Rules, giving notice of its intention to cancel the Shares; and
15.1.3 during the period of twelve years before and the period of three months following the publication of the advertisement the Charity shall have received indication neither of the whereabouts nor of the existence of such Member or person.
15.2 The Charity shall be entitled to cancel the Share of a Member if a Member, who has been issued only one Share in the Charity has not responded, for a period of three years, to the Charity to a request for verification of address for communication with the Member.
15.3 To give effect to any such cancellation the Charity may appoint any person to execute as transferor an instrument of cancellation of the Shares.
15.4 Such instrument shall be as effective as if it had been executed by the registered holder of or person entitled by transmission to such Shares and the title of the transferee shall not be affected by any irregularity or invalidity in such actions.
15.5 Subject to Rule 15.6 the net proceeds of any cancellation of Shares in accordance with this Rule 15 shall belong to the Charity.
15.6 The Charity shall be obliged to account to the former Member or other person previously entitled for an amount equal to the nominal amount of any shareholding if the Shares are cancelled for amounts greater than £25.
15.7 The Charity shall enter the name of such former Member or other person in the books of the Charity as a creditor for the amount calculated pursuant to Rule 15.6.
15.8 No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Charity shall not be required to account for any money earned.
15.9 The monies may be employed in the business of the Charity or invested in such investments (other than Shares of the Charity) as the Trustees may from time to time think fit.
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