Draft Rules 12/2/25

Draft Leicester Secular Society Rules

1. NAME

   1.1 The name of the Charity shall be Leicester Secular Society

2. LIMITED LIABILITY

   2.1 The liability of the Members is limited to the amount, if any,unpaid on the Shares held by them.

3. OBJECTS

   3.1 The Objects of the Charity are to carry on for the benefit of the community the education of the public in the subject of Secularism.

   3.2 To further or benefit the residents of Leicester and Leicestershire, without distinction of sex, sexual orientation, race or of political, religious or other opinions by associating together the said residents and the local authorities, voluntary and other organisations in a common effort to advance education without reference to any transcendental or supernatural concepts and to provide facilities in the interests of social welfare for recreation and leisure time occupation with the objective of improving the conditions of life for the residents and promoting an inclusive and plural society free from religious privilege prejudice and discrimination.

   3.3 To secure and conserve Leicester Secular Hall at 75 Humberstone Gate, Leicester LE1 1WB and to maintain or manage or co-operate with any statutory authority in the maintenance conservation and management of the building for activities promoted by the charity in furtherance of the above objects.

   3.4 The Objects of the Charity may be amended in accordance with these Rules. The amendment takes effect when accepted for registration by the Authority.

POWERS

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

2. Without limitation of Rule the Charity shall have power:-

   1. subject to Rule [subsec:conflict] (Conflicts of Interest) to employ people, agents and advisers;

   2. to 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);

   3. to act as agent or trustee;

   4. to co-operate with other bodies;

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

   6. to accept gifts and to raise funds;

   7. to acquire or hire property of any kind;

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

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

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

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

   12. to delegate the management of investments to a qualified financial expert, but only on terms that the financial expert must not do anything outside the powers of the Charity.

3. to 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. to 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;

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

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

SHARES

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

2. The Trustees will issue Shares with a nominal value of £1.

3. Only one share shall be issued to any one Member.

MEMBERSHIP

1. The Charity must maintain a register of Members.

2. Membership of the Charity is open to any individual aged at least sixteen years interested in promoting the Objects who is approved by the Trustees.

3. The form and the procedure for applying for Membership is to be prescribed by the Trustees.

4. If the Charity issues only one Share to each Member it may also request an annual subscription from Members. The annual subscription shall be such reasonable amount sufficient to cover the administration costs of Membership and may include a charitable donation to the Charity as may be specified by the Trustees from time to time. If such a subscription is not paid the Trustees may agree that the Membership of that Member ceases and the one Share of that Member is cancelled without reimbursement to the Member.

5. The Trustees may establish different classes of Members and set out their respective rights and obligations.

TERMINATION OF MEMBERSHIP

1. Membership is terminated automatically when a Member ceases to hold any Shares in the Charity.

MEMBERS’ MEETINGS

1. General meetings are called on at least 14 clear days’ written notice indicating the business to be discussed and the date, time and place of the meeting.

2. The Secretary shall also call a meeting of the Members at the written request of ten per cent or more of the membership.

3. A general meeting may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all the other participants.

4. An AGM shall be held within seven months of the close of each financial year of the Charity to deal with the following:

   1. the receipt of the accounts and balance sheet and of the reports of the Trustees and, if relevant, the auditor;

   2. the appointment of an auditor (if required) or checking accountant;

   3. the election of a Chair Person as a Trustee and any Trustee to the Board;

   4. any other issues which the Trustees think appropriate.

5. Quorum at General Meetings

   1. There must be a quorum present before a meeting starts to do business and throughout the meeting.

   2. There is a quorum at a general meeting if the number of Members (or their authorised representative) present in person or by electronic means is at least 15 or 10 percent of the members entitled to vote on the business if greater.

   3. If a quorum is not present at the time set for the general meeting, the meeting shall be reconvened one week later at the same time and place, unless agreed otherwise by the Trustees. If fewer than the number of Members required for a general meeting under Rule [subsec:quorum]. 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.

6. Voting

   1. Every Member present in person, by electronic means or by authorised representative shall have one vote on each issue regardless of the number of Shares held by a Member.

   2. The Chairperson of the Charity shall preside at a general meeting and shall not be entitled to a second or casting vote. If the Chairperson is not present within 10 minutes of the start of the meeting the Members present shall elect a Member to preside at the general meeting.

7. Decisions at General Meetings

   1. Questions arising at a meeting of the Members shall be resolved by a simple majority of votes, unless a higher majority is required by these Rules or by any law or enactment

   2. At any meeting of the Members a resolution put to the vote of the Members shall be decided by a show of hands unless the Trustees resolve, or unless at least 10 percent of the Members present at the meeting request, that the matter should be put to a secret ballot. The Trustees may make any reasonable rules to regulate the running of a secret ballot.

   3. The Trustees may permit decisions to be taken at general meetings by a combination of postal voting and voting in person or by electronic means provided that each Member has only one vote.

   4. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

8. Attendance and speaking by Trustees and non-members

   1. Trustees may attend and speak at general meetings.

   2. The Chairperson or person presiding at the meeting may permit other persons who are not Members or otherwise entitled to exercise the rights of Members in relation to general meetings, to attend and speak at a general meeting.

POWERS AND RESPONSIBILITIES OF TRUSTEES

1. The Trustees as charity trustees have control of the Charity and its property and funds.

2. The Trustees may exercise in their capacity as Trustees responsible for the management of the Charity’s business all the powers of the Charity set out in these Rules which are not reserved for the general meeting including the following powers in the administration of the Charity:

   1. to spend the funds of the Charity in such a manner as they shall consider most beneficial for the achievement of the Objects;

   2. to invest in the name of the Charity such part of the Charity’s funds as they see fit;

   3. to enter into contracts on behalf of the Charity;

   4. to make rules which govern the taking of decisions by Trustees;

   5. to establish procedures to assist the resolution of disputes or differences within the Charity;

   6. to delegate any of their functions to committees consisting of two or more individuals appointed by them. At least one member of every committee must be a Trustee and all proceedings of committees must be reported promptly to the Trustees subject to financial limits set by the Board; and

   7. to make rules of procedure for all or any committees.

NUMBER OF TRUSTEES

1. There shall be (exclusive of co-opted Trustees appointed in accordance with article [TstNo] as additional Trustees) at least three and not more than nine Trustees all of whom must support the Objects. Only Members who are at least 18 years old shall be eligible to be appointed as Trustees.

2. A person may not act as a Trustee unless he/she has signed a written declaration of willingness to act as a charity trustee of the Charity.

APPOINTMENT AND RETIREMENT OF TRUSTEES

1. Methods of appointing Trustees

   1. The first Trustees will be the subscribing members of the Charity. Subsequent Trustees, including a Chairperson who will be a Trustee, are elected by the Members or co-opted by the Trustees.

   2. Any person who is willing to act as a Trustee, and is permitted by law to do so, may be elected or appointed to be a Trustee : –

      1. by ordinary resolution of the Members; or

      2. by a decision of the Trustees, but such person shall only hold office until the general meeting following her/his appointment. Two additional Trustees may be co-opted plus sufficient to fill any vacancies where no Trustee has been elected.

2. Rotation of Trustees

   1. One third (or the number nearest one third) of the Trustees must retire at each AGM, the Chairperson and those longest in office retiring first and the choice between any of equal service being made by drawing lots.

   2. A retiring Trustee shall be eligible for re-election.

3. Automatic Termination of Trustee’s Appointment

   1. A Trustee’s term of office automatically terminates if he or she:

      1. retires or is removed from office pursuant to Rule [retire];

      2. is prohibited by law from being a director of a company;

      3. is prohibited by the Relevant Authority from undertaking a controlled function (as defined in the Financial Services and Markets Act 2000);

      4. ceases to be a Member of the Charity;

      5. is absent from three consecutive meetings of the Trustees without submitting apologies for absence and is asked by a majority of the other Trustees to resign;

      6. is removed by a resolution passed by two-thirds of the Trustees, excluding the Trustee subject to the proposed removal.

4. Alternate Trustees and technical defect

   1. Trustees shall not be entitled to appoint alternate Trustees.

   2. A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

NUMBER AND DECISION MAKING AT TRUSTEES’ MEETINGS

1. The Trustees must hold at least three meetings or such other minimum as the Trustees may decide and report to the Members each year.

2. Any issue may be determined by a simple majority of the votes cast at a meeting, but a written or electronic resolution signed by a majority of the Trustees is as valid as a resolution passed at a meeting.

3. A written or electronic resolution may be contained in more than one document and will be treated as passed on the date of the last verified approval required to reach a majority.

4. Every Trustee has one vote on each issue but, in case of an equality of votes the resolution will be deemed to have failed.

5. A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

CALLING A TRUSTEES’ MEETING

1. Any Trustee may call a Trustees’ meeting by giving 7 days’ notice of the meeting to the Trustees or by authorising the Secretary to give such notice. Trustees may unanimously agree to shorter notice.

2. Notice of any Trustees’ meeting must indicate:

   1. its proposed date and time;

   2. where it is to take place;

   3. if it is anticipated that Trustees participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting, including by suitable electronic means;

   4. the proposed business of the meeting.

3. Notice of a Trustees’ meeting must be given to each Trustee and must be in writing or sent electronically.

PARTICIPATION IN TRUSTEES’ MEETINGS

1. Subject to the Rules, Trustees participate in a Trustees’ meeting, or part of a Trustees’ meeting, when:

   1. the meeting has been called and takes place in accordance with the Rules; and

   2. they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

2. In determining whether Trustees are participating in a Trustees’ meeting, it is irrelevant where any Trustee is or how they communicate with each other.

3. If all the Trustees participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is located.

QUORUM FOR TRUSTEES’ MEETINGS

1. At a Trustees’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

2. The quorum for a Trustees’ meetings is four of whom three have been elected.

3. If the total number of Trustees for the time being is less than the quorum required, the Trustees must not take any decision other than a decision to co-opt an additional Trustee under rule [TstNo] or to call a general meeting so as to enable the Members to appoint further Trustees.

CHAIRING OF TRUSTEES’ MEETINGS

1. The Chairperson is to preside at meetings.

2. If the Chair is not participating in a Trustees’ meeting within ten minutes of the time at which it was to start, the participating Trustees must appoint one of themselves to preside at it.

TRUSTEES’ DISCRETION TO MAKE FURTHER RULES

1. The Trustees may make and revoke from time to time, in accordance with these Rules and the Act, regulations which are binding on the Charity relating to proceedings of general meetings of the Charity and on their own decision making processes.

PERMITTED BENEFITS TO TRUSTEES AND MEMBERS

1. The property and funds of the Charity must be used only for promoting the Objects and do not belong to the Members but:

   1. Members who are not Trustees or Connected Persons may be employed by or enter into contracts with the Charity and receive reasonable and proper payment or expenses for goods or services supplied. Subject to compliance with Rule [subsec:conflict] :

   2. Members, Trustees and Connected Persons may be paid interest at a reasonable rate on money lent to the Charity and be paid interest on Shares, subject to Rule 29;

   3. Members, Trustees and Connected Persons may be paid a reasonable rent or hiring fee for property or equipment let or hired to the Charity; and

   4. Members, Trustees and Connected Persons may receive charitable benefits on the same terms as any other Beneficiaries.

2. A Trustee must not receive any payment of money or other material benefit (whether directly or indirectly) from the Charity except:

   1. as mentioned in Rule [bena],[benb] or [benc];

   2. reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in running the Charity;

   3. the benefit of indemnity insurance as permitted by the Charities Act;

   4. an indemnity in respect of any liabilities properly incurred in running the Charity (including the costs of a successful defence to criminal proceedings); and

   5. where authorised by the Court or the Act.

3. Any Trustee or Connected Person may enter into a written contract with the Charity, as permitted by the Charities Act, to supply goods and/or services in return for a payment or other material benefit but only if:

   1. the goods and/or services are actually required by the Charity, and the Trustees decide that it is in the best interests of the Charity to enter into such a contract;

   2. the nature and level of the remuneration is no more than is reasonable in relation to the value of the goods and/or services and is set in accordance with the procedure in Rule [subsec:conflict]; and

   3. no more than half of the Trustees are parties to a contract in respect of goods and/or services in any financial year.

CONFLICTS OF INTEREST

1. Subject to Rules [cona] and [conb] , any Trustee who becomes a Conflicted Trustee in relation to any matter must:

   1. declare the nature and extent of her or his interest before discussion begins on the matter;

   2. withdraw from the meeting for that item after providing any information requested by the Trustees;

   3. not be counted in the quorum for that part of the meeting; and

   4. be absent during the vote and have no vote on the matter.

2. When any Trustee is a Conflicted Trustee, the Trustees who are not Conflicted Trustees, if they form a quorum without counting the Conflicted Trustee and are satisfied that it is in the best interests of the Charity to do so, may, by resolution passed in the absence of the Conflicted Trustee, authorise the Conflicted Trustee, notwithstanding any conflict of interest or duty which has arisen or may arise for the Conflicted Trustee, to:

   1. disclose to a third party information confidential to the Charity; or

   2. take any other action not otherwise authorised which does not involve the receipt by the Conflicted Trustee or a Connected Person of any payment or material benefit from the Charity; or

   3. refrain from taking any step required to remove the conflict.

3. A Trustee shall always declare at the start of a Trustees’ meeting any actual or potential conflict of interest arising from the agenda of the meeting.

APPLICATION OF PROFITS

1. The profits of the Charity shall be applied solely towards the promotion of the Objects and do not belong to the Members.

INDEMNITY

1. Subject to Rule [perm] (Permitted Benefits) a Trustee and a retired Trustee of the Charity may be indemnified out of the Charity’s assets against: –

   1. any liability incurred by that Trustee in connection with any negligence, default, breach of duty or breach of trust in relation to the Charity;

   2. any liability incurred by that Trustee in connection with the activities of the Charity; or

   3. any other liability incurred by that Trustee as an officer of the Charity in defending themselves successfully against any criminal or civil proceedings for breach of duty.

2. This Rule does not authorise any indemnity which would be prohibited or rendered void by any provision of law.

3. The Trustees may purchase and maintain indemnity insurance, at the expense of the Charity, for the benefit of any Trustee or retired Trustee in respect of any relevant loss to the extent permitted by the Charities Act.

AMENDMENT OF RULES

1. Any of these Rules may be rescinded or amended, or a new Rule made, by a vote of a three-quarters majority of those Members of the Charity voting at a general meeting or by written resolution.

2. No amendment of these Rules is valid until it is registered by the Authority in accordance with the Act.

3. No amendment may be made which causes the Charity to cease to be a Charity in law.

RECORDS, AUDIT, TREASURER AND SECRETARY

1. Records

   1. The Trustees must comply with the requirements of the Acts as to keeping financial records, the appointment of auditors, audit of accounts and the preparation and transmission to the Authority of:-

      1. annual returns;

      2. annual reports; and

      3. annual statements of account.

   2. The Trustees must keep proper records of:-

      1. all proceedings at Members’ meetings;

      2. all proceedings at meetings of the Trustees;

      3. all reports of committees; and

      4. all professional advice obtained.

   3. Accounting records relating to the Charity must be made available for inspection by any Trustee at any time during normal office hours and may be made available for inspection by Members who are not Trustees if the Trustees so decide.

   4. A copy of the Charity’s latest available balance sheet and statement of account must be supplied on request to any Trustee or Member. A copy must also be supplied, within two months, to any other person who makes a written request and pays the Charity’s reasonable costs.

   5. A copy of the Charity’s latest available balance sheet will be displayed at all times in a prominent position at the Registered Office of the Charity

2. Audit

   1. The Members shall vote annually at the AGM (or at a general meeting before the AGM in the first period following incorporation) whether to have an audit carried out by a registered auditor or to have checked unaudited accounts.

   2. If the Charity has an audit by a qualified auditor the auditor shall be appointed by the Trustees where there is a vacancy.

3. Secretary and Treasurer

   1. The Trustees shall appoint a Secretary and Treasurer for such term, upon such remuneration and upon such conditions as they think fit and

   2. any Secretary or Treasurer appointed may be removed by the Trustees.

DISSOLUTION

1. If the Charity is dissolved, after provision for the satisfaction of all its debts and liabilities, the value of the remaining property of the Charity shall be transferred to such other charitable institution or institutions having objects similar to or compatible with the Objects as shall be decided by the Trustees and recommended and approved by the Members at a general meeting.

NOTICES

1. Notices under the Rules may be sent by hand, by post or by suitable electronic means including website notification where the Member has agreed to this.

2. The only address at which a Member is entitled to receive notices sent by post or email is an address in the UK shown in the register of Members.

3. Notices sent to the Charity by post or by hand must be sent to its Registered Office.

4. Any notice in writing given in accordance with these Rules is to be treated for all purposes as having been received:

   1. 24 hours after being sent by electronic means or delivered by hand to the relevant address;

   2. three clear days after being sent by first class post to that address;

   3. four clear days after being sent by second class or overseas post to that address;

   4. on being handed to the Member personally; or

   5. if earlier, as soon as the Member acknowledges actual receipt.

5. A technical defect in the giving of notice or receipt of email notice of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

   A member shall notify the Charity immediately of any change in address including email address.

REGISTERED OFFICE, SEAL AND SIGNING

1. Registered Office

   1. The Registered Office of the Charity shall be Leicester Secular Hall, 75 Humberstone Gate, Leicester, Leicestershire LE1 1WB or such other address as may be determined by the Trustees and notified to the Authority.

   2. Seal and signing

      The Charity may execute documents with the authority of the Trustees as permitted by law.

INTERPRETATION

The meaning of certain words used in the Rules:

“Words“ then Definition

“the Act” = Co-operative and Community Benefit Societies Act 2014;

“Authority“ = the Financial Conduct Authority (or its successor or replacement body acting as the registering authority for societies under the Acts);

"Board” = all the persons for the time being appointed as Trustees of the Charity;

“the Charity“ = means the Society governed by the Rules;

“clear day“ = means a complete day excluding the day on which the meeting is to take place and the day on which (as appropriate) notice is given, the request received or the sum deposited or tendered;

“electronic means“ = has the meaning given in Section 148 of the Act;

“indemnity insurance“ = has the meaning set out in Schedule 11 of the Charities Act 2011;

“month“ = means a calendar month;

“Objects“ = the Objects of the Charity as defined in Rule [objects];

“plural society“ = means a society where people of diverse and conflicting beliefs coexist peaceably, linked by their adherence to a shared social contract which commits members of different groups to treating others fairly and accommodating them equally in the public square.

“relevant loss“ = means any loss or liability which has been or may be incurred by a Trustee in connection with that Trustee’s duties or powers in relation to the Charity including a successful defence of the Trustee or retired Trustee in criminal or civil proceedings for breach of duty;

"Relevant Authority” = the relevant regulator of financial services;

"Secularism" = The principle of seeking to conduct human affairs based on naturalistic considerations, uninvolved with religion, and advocates for the separation of religion from civil affairs and the state;

“Shares“ = means shares in the share capital of the Charity;

“services“ = has the meaning in Section 187 of the Charities Act but does not include services under a contract of employment;

“written" or "in writing“ = refers to a legible document on paper including a fax message or in electronic form;

“year“ = means a calendar year.

References to an Act of Parliament are to that Act as amended or re-enacted from time to time and to any subordinate legislation made under it.

The singular shall include the plural where the context requires.

The masculine and feminine genders shall include the neuter gender.

We wish to form a Society under the above Rules

Signed by the Subscribing Members

Full Name in Block Capitals (no initials)

1……………………………… ……………………………………….

2……………………………… ……………………………………….

3……………………………… ……………………………………….

Signed by the Secretary

Full Name in Block Capitals (no initials)

……………………….

Dated …………………