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3 | <title>Enlightened Perl Organisation</title> |
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5 | <meta name="description" content="Enlightened Perl Organisation: Not-for-profit gurantee limited company" /> |
6 | <meta name="keywords" content="enlightened perl, epo, perl" /> |
7 | <meta name="author" content="Mark Keating" /> |
8 | <meta name="copyright" content="2008 Enlightened Perl Organisation" /> |
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40 | <div id="header-text"> |
41 | <h1 class="title"> |
42 | enlightened perl organisation |
43 | </h1> |
44 | <p class="dict"> |
45 | <strong>enlightened</strong> |en'litnd|: <em>adjective</em>:<br /> |
46 | having or showing a rational, |
47 | modern, and well-informed outlook </p> |
48 | </div> |
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58 | <div id="nav"> |
59 | <a href="http://www.enlightenedperl.org/index.html">Home</a> | |
60 | <a href="http://www.enlightenedperl.org/about.html">About</a> | |
61 | <a href="http://www.enlightenedperl.org/project.html"> Projects</a> | |
62 | <a href="http://www.enlightenedperl.org/grants.html"> Grants</a> | |
63 | <a href="http://www.enlightenedperl.org/form/"> Membership</a> | |
64 | <a href="http://www.enlightenedperl.org/rules.html"> Rules</a> | |
65 | <a href="http://www.enlightenedperl.org/donate.html"> Donations</a> | |
66 | <a href="http://www.enlightenedperl.org/extendedcore.html"> Extended Core</a> | |
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68 | <a href="http://www.enlightenedperl.org/board.html"> Board</a> | |
69 | <a href="http://www.enlightenedperl.org/contact.html"> Contact</a> |
70 | </div> |
71 | |
72 | <div id="main"> |
73 | |
74 | <div id="content"> |
75 | <h1 id="top" name="top">Organisation Rules</h1> |
76 | <h2 id="general" name="general">General Notes</h2> |
77 | <p>In all respects in this document the “board” |
78 | (all forms of capitalisation and emphasis except where stated) shall be in reference |
79 | to the Board of Directors of the Enlightened Perl Organisation.</p> |
80 | |
81 | <p>In all respects in this document the “secretary” |
82 | (all forms of capitalisation and emphasis except where stated) shall be in reference to the Secretary |
83 | of the Enlightened Perl Organisation.</p> |
84 | |
85 | <p>In all respects in this document the |
86 | terms “law”, “legal” and “act” |
87 | (all forms of capitalisation and emphasis |
88 | except where stated) shall refer to the laws of the United Kingdom |
89 | and The Companies Acts of 1985 and 1989, with their amendments and |
90 | revisions.</p> |
91 | |
92 | <a class="smallref" href="#top">back to top</a> |
93 | <p class="border"></p> |
94 | |
95 | <h2 id="secretary" name="secretary">The Company Secretary</h2> |
96 | <p>The company Secretary shall be |
97 | appointed by the board and registered in accordance with the act.</p> |
98 | <h3 id="secduty" name="secduty">Duties of the Secretary</h3> |
99 | <p>To keep, at a secure location, all |
100 | written records of the Organisation and to |
101 | present the originals, or copies where applicable, to the board on |
102 | request.</p> |
103 | |
104 | <p>To ensure that the Organisation |
105 | files all correct documents and legal notices as required by the Act. |
106 | To keep a record of such files and to ensure that this is available |
107 | for inspection by the board at any time.</p> |
108 | |
109 | <p>To oversee the annual audit and to |
110 | present its findings to the Board. The annual audit must be made by a |
111 | person recommended to the board by the Company Secretary and |
112 | authorised by them. The audit may not be carried out by any Member of |
113 | the Board, Officer of the Company, Company Secretary or Ordinary |
114 | Member. The audit should not be carried out by any relative of a |
115 | company officer or by any person with a vested interest in the |
116 | organisation.</p> |
117 | |
118 | <p>To arrange and organise the Annual |
119 | General Meeting (AGM) and any Extraordinary General Meeting (EGM) as |
120 | outlined or requested by the Board.</p> |
121 | |
122 | <p>To approve expenses for the Board of |
123 | Directors and all Company Officers. Expenses must be filed with the |
124 | company secretary and be held at the Registered Office. The expenses |
125 | should always be presented as an original written, or printed, |
126 | receipt and may not be a copy, photocopy or facsimile. Copies of |
127 | receipts submitted may be made for reference purposes but the |
128 | originals must be made available for an audit as outlined by the act.</p> |
129 | |
130 | <p>To arrange the Registered Company |
131 | Address. At this time the Registered Office shall be the home, or |
132 | postal residence, of the Company Secretary until sufficient funds are |
133 | available for a separate office. The Registered office must be a UK |
134 | postal address (preferably England and Wales) and must not be a post |
135 | office box or postal collection agency. The Company Secretary shall |
136 | manage all aspects of the Registered Office and ensure it is suitable |
137 | in accordance with the law. The Company Secretary may be recompensed |
138 | for the use of a home or postal address on the decision of the board. |
139 | All expenses incurred by the Company Secretary in regards to the |
140 | Registered Office shall be recompensed in respect of receipts |
141 | presented for full audit.</p> |
142 | |
143 | <p>The Company Secretary shall serve until:</p> |
144 | <ul> |
145 | <li>They so decide to resign;</li> |
146 | <li>One day before an AGM following an |
147 | AGM whereby the board unanimously agrees to ask for resignation;</li> |
148 | <li>Severe breach of duties under the |
149 | Act or in disobedience to the duties outlined in this document. |
150 | Which must be determined at an EGM (Extraordinary General Meeting) |
151 | or an AGM. In respect to this the Secretary will be given a minimum |
152 | of six weeks, to a maximum time of six months stated at the |
153 | reporting of a breach in duties, to prepare a defence |
154 | of any accusation and during which time the Secretary may liaise |
155 | with the board, or with members appointed by the board in an attempt |
156 | to resolve the situation with minimum discordance in the |
157 | Organisation. A severe breach must be reported by a director to a |
158 | quorum in writing and be agreed upon by a majority of the board;</li> |
159 | <li>Their death, or severe illness |
160 | preventing them from the carrying out of their duties in accordance |
161 | with the act and this document.</li> |
162 | </ul> |
163 | |
164 | <a class="smallref" href="#top">back to top</a> |
165 | <p class="border"></p> |
166 | |
167 | <h2 id="admin" name="admin">The Administrative Manager</h2> |
168 | <p>An Administrative Manager may be |
169 | appointed by the Board of Directors and shall be considered an |
170 | “employee” and “officer of the company”. The |
171 | administrative manager shall be reimbursed of all expenses and <i><b>may</b></i> |
172 | be offered a wage as approved by the board.</p> |
173 | |
174 | <p>The duties of the Administrative |
175 | Manager will be carried out by the Company Secretary if no person has |
176 | been appointed to this post.</p> |
177 | |
178 | <h3 id="adminduty" name="adminduty">Duties of the Administrative Manager</h3> |
179 | <p>To maintain written records for the |
180 | Organisation and to present these documents |
181 | to the company secretary, auditors or to the board on request.</p> |
182 | |
183 | <p>To maintain details of all organisation |
184 | members, officers and directors including contact address, email and |
185 | subscription details.</p> |
186 | |
187 | <p>To maintain company accounts in |
188 | accordance with the act and the law.</p> |
189 | |
190 | <p>To record all company expenses as |
191 | incurred by the company and to authorise |
192 | day-to-day expenses in the normal running of the organisation.</p> |
193 | |
194 | <p>To collect and record all expenses |
195 | submitted by Board members and to submit these to the Secretary.</p> |
196 | |
197 | <p>To collect and file all payments into |
198 | and from the company, to keep an accurate and up-to-date record of |
199 | all creditors and debtors of the of the organisation as required by |
200 | the act and the law.</p> |
201 | |
202 | <p>To maintain a record of all company |
203 | decisions, including the minutes of all meetings and to ensure that |
204 | such records are accepted by the Board as being accurate and |
205 | distributed in an appropriate form to all members.</p> |
206 | |
207 | <a class="smallref" href="#top">back to top</a> |
208 | <p class="border"></p> |
209 | |
210 | <h2 id="members" name="members">Members</h2> |
211 | <p>In accordance with the Act and the Law, |
212 | the membership shall be offered to all persons who qualify under the |
213 | dictates described by the board (listed in a separate document), |
214 | or at the board's discretion may be offerred or denied. The |
215 | membership shall be divided into two types, ordinary members (also |
216 | referred to as voting members) and associate members (referred to as |
217 | non-voting members or special membership). A membership is not |
218 | transferable and ceases automatically upon death or dissolution in |
219 | the case of an organisation or entity.</p> |
220 | |
221 | <h3 id="ordinary" name="ordinary">Ordinary Membership</h3> |
222 | <p>An ordinary member shall be offered |
223 | membership after approval by the board.</p> |
224 | |
225 | <p>An ordinary membership shall be |
226 | required to pay a yearly subscription fee, as normally set by the |
227 | board at the yearly AGM. This fee currently stands at £100 |
228 | (GBP).</p> |
229 | |
230 | <p>An ordinary member may run for board |
231 | membership or any office as created by the board under the approval |
232 | of members as outlined in the Articles of Association as outlined in |
233 | the Articles of Association. This is available to all members except |
234 | those that are entities or organisations who may not hold a board |
235 | membership or officer of the company, this is limited to individuals |
236 | only. Entities that have a singular membership may not nominate a |
237 | member of their organisations to act as a board member or officer of |
238 | the company. This does not affect the organasations ability to vote. |
239 | Entities or organisations that take a single membership will be |
240 | limited to one vote from a registered officer of the organisation. |
241 | This vote may only be transferred to another member of their |
242 | organisation on written application to the Company Secretary.</p> |
243 | |
244 | <p>Ordinary members may:</p> |
245 | <ol> |
246 | <li>Have their membership suspended;</li> |
247 | <li>Be refused repeat membership, at the annual subscription by decision of the board;</li> |
248 | <li>Ejected from the organisation during annual membership for a severe breach of the organisations |
249 | rules and objectives.</li> |
250 | <ul> |
251 | <li>Membership suspension may only be |
252 | approved by a vote of the board, or off all members, at a quorum, |
253 | general or extraordinary meeting and shall be for a maximum of three |
254 | months.</li> |
255 | <li>During the suspension period an |
256 | Extraordinary Meeting may be called and a vote taken to evict the |
257 | member.</li> |
258 | <li>Any member may be refused renewal |
259 | of membership at the AGM (Annual General Meeting) or at an |
260 | Extraordinary Meeting.</li> |
261 | <li>Members shall have the right to |
262 | representation at these meetings for suspension, eviction or a |
263 | refusal of renewed membership</li> |
264 | </ul> |
265 | </ol> |
266 | |
267 | <h3 id="special" name="special">Special Membership</h3> |
268 | <p>A Special Membership, or non-voting |
269 | member, may be approved membership on direct approval from the board. |
270 | They may also be given automatic membership for being an officer of a |
271 | company or organisation that holds membership. Special Membership is |
272 | subject to all the rules and conditions of normal membership except |
273 | with the exceptions outlined here.</p> |
274 | |
275 | <p>A Special membership is not subject to |
276 | a yearly membership fee, nor will they be billed for any fee.</p> |
277 | |
278 | <p>A Special Membership may not be elected |
279 | to any office in the company or the board, but, may hold an employed |
280 | position in the organisation as outlined by decree from the board.</p> |
281 | |
282 | <p>A Special Membership may not vote at |
283 | any meeting (including Annual General Meetings and Extraordinary |
284 | Meetings), quorum or other event. Special members may be invited to |
285 | participate in such events as deemed by the board under exceptional |
286 | circumstances, such as attendance to an AGM, but this does not confer |
287 | any special ability or change to their non-voting status.</p> |
288 | |
289 | <p>A Special membership has no right to |
290 | vote on any resolution and their signature on any resolution may not |
291 | be constituted as a vote. Any such use of Special membership in this |
292 | manner constitutes a breach of the articles and may lead to a |
293 | dismissal from the organisation or refusal to renew membership.</p> |
294 | |
295 | <p>Any member, officer, or board member may not poll the Special |
296 | Membership except for matters not pertaining to company Resolutions. |
297 | The Special Membership confers no rights under the Act relating |
298 | to membership of the company.</p> |
299 | |
300 | <a class="smallref" href="#top">back to top</a> |
301 | <p class="border"></p> |
302 | |
303 | </div> |
304 | |
305 | <div id="pageindex"> |
306 | <h4>Page Index:</h4> |
307 | <ol> |
308 | <li><a href="#general">General Notes</a></li> |
309 | |
310 | <li><a href="#secretary">The Company Secretary</a></li> |
311 | <ul> |
312 | <li><a href="#secduty">Duties of the Company Secretary</a></li> |
313 | </ul> |
314 | |
315 | <li><a href="#admin">The Administrative Manager</a></li> |
316 | <ul> |
317 | <li><a href="#adminduty">Duties of the Administrative Manager</a></li> |
318 | </ul> |
319 | |
320 | <li><a href="#members">Members</a></li> |
321 | <ul> |
322 | <li><a href="#ordinary">Ordinary Members</a></li> |
323 | <li><a href="#special">Special Members</a></li> |
324 | <ul> |
325 | </ol> |
326 | |
327 | </div> |
328 | |
329 | <div id="footer"> |
330 | Copyright ©2008-09 Enlightened Perl Organisation |
331 | </div> |
332 | |
333 | </div> |
334 | |
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