In all respects in this document the “board” (all forms of capitalisation and emphasis except where stated) shall be in reference to the Board of Directors of the Enlightened Perl Organisation.
In all respects in this document the “secretary” (all forms of capitalisation and emphasis except where stated) shall be in reference to the Secretary of the Enlightened Perl Organisation.
In all respects in this document the terms “law”, “legal” and “act” (all forms of capitalisation and emphasis except where stated) shall refer to the laws of the United Kingdom and The Companies Acts of 1985 and 1989, with their amendments and revisions.back to top
The Company Secretary
The company Secretary shall be appointed by the board and registered in accordance with the act.
Duties of the Secretary
To keep, at a secure location, all written records of the Organisation and to present the originals, or copies where applicable, to the board on request.
To ensure that the Organisation files all correct documents and legal notices as required by the Act. To keep a record of such files and to ensure that this is available for inspection by the board at any time.
To oversee the annual audit and to present its findings to the Board. The annual audit must be made by a person recommended to the board by the Company Secretary and authorised by them. The audit may not be carried out by any Member of the Board, Officer of the Company, Company Secretary or Ordinary Member. The audit should not be carried out by any relative of a company officer or by any person with a vested interest in the organisation.
To arrange and organise the Annual General Meeting (AGM) and any Extraordinary General Meeting (EGM) as outlined or requested by the Board.
To approve expenses for the Board of Directors and all Company Officers. Expenses must be filed with the company secretary and be held at the Registered Office. The expenses should always be presented as an original written, or printed, receipt and may not be a copy, photocopy or facsimile. Copies of receipts submitted may be made for reference purposes but the originals must be made available for an audit as outlined by the act.
To arrange the Registered Company Address. At this time the Registered Office shall be the home, or postal residence, of the Company Secretary until sufficient funds are available for a separate office. The Registered office must be a UK postal address (preferably England and Wales) and must not be a post office box or postal collection agency. The Company Secretary shall manage all aspects of the Registered Office and ensure it is suitable in accordance with the law. The Company Secretary may be recompensed for the use of a home or postal address on the decision of the board. All expenses incurred by the Company Secretary in regards to the Registered Office shall be recompensed in respect of receipts presented for full audit.
The Company Secretary shall serve until:
- They so decide to resign;
- One day before an AGM following an AGM whereby the board unanimously agrees to ask for resignation;
- Severe breach of duties under the Act or in disobedience to the duties outlined in this document. Which must be determined at an EGM (Extraordinary General Meeting) or an AGM. In respect to this the Secretary will be given a minimum of six weeks, to a maximum time of six months stated at the reporting of a breach in duties, to prepare a defence of any accusation and during which time the Secretary may liaise with the board, or with members appointed by the board in an attempt to resolve the situation with minimum discordance in the Organisation. A severe breach must be reported by a director to a quorum in writing and be agreed upon by a majority of the board;
- Their death, or severe illness preventing them from the carrying out of their duties in accordance with the act and this document.
The Administrative Manager
An Administrative Manager may be appointed by the Board of Directors and shall be considered an “employee” and “officer of the company”. The administrative manager shall be reimbursed of all expenses and may be offered a wage as approved by the board.
The duties of the Administrative Manager will be carried out by the Company Secretary if no person has been appointed to this post.
Duties of the Administrative Manager
To maintain written records for the Organisation and to present these documents to the company secretary, auditors or to the board on request.
To maintain details of all organisation members, officers and directors including contact address, email and subscription details.
To maintain company accounts in accordance with the act and the law.
To record all company expenses as incurred by the company and to authorise day-to-day expenses in the normal running of the organisation.
To collect and record all expenses submitted by Board members and to submit these to the Secretary.
To collect and file all payments into and from the company, to keep an accurate and up-to-date record of all creditors and debtors of the of the organisation as required by the act and the law.
To maintain a record of all company decisions, including the minutes of all meetings and to ensure that such records are accepted by the Board as being accurate and distributed in an appropriate form to all members.back to top
In accordance with the Act and the Law, the membership shall be offered to all persons who qualify under the dictates described by the board (listed in a separate document), or at the board's discretion may be offerred or denied. The membership shall be divided into two types, ordinary members (also referred to as voting members) and associate members (referred to as non-voting members or special membership). A membership is not transferable and ceases automatically upon death or dissolution in the case of an organisation or entity.
An ordinary member shall be offered membership after approval by the board.
An ordinary membership shall be required to pay a yearly subscription fee, as normally set by the board at the yearly AGM. This fee currently stands at £100 (GBP).
An ordinary member may run for board membership or any office as created by the board under the approval of members as outlined in the Articles of Association as outlined in the Articles of Association. This is available to all members except those that are entities or organisations who may not hold a board membership or officer of the company, this is limited to individuals only. Entities that have a singular membership may not nominate a member of their organisations to act as a board member or officer of the company. This does not affect the organasations ability to vote. Entities or organisations that take a single membership will be limited to one vote from a registered officer of the organisation. This vote may only be transferred to another member of their organisation on written application to the Company Secretary.
Ordinary members may:
- Have their membership suspended;
- Be refused repeat membership, at the annual subscription by decision of the board;
- Ejected from the organisation during annual membership for a severe breach of the organisations rules and objectives.
- Membership suspension may only be approved by a vote of the board, or off all members, at a quorum, general or extraordinary meeting and shall be for a maximum of three months.
- During the suspension period an Extraordinary Meeting may be called and a vote taken to evict the member.
- Any member may be refused renewal of membership at the AGM (Annual General Meeting) or at an Extraordinary Meeting.
- Members shall have the right to representation at these meetings for suspension, eviction or a refusal of renewed membership
A Special Membership, or non-voting member, may be approved membership on direct approval from the board. They may also be given automatic membership for being an officer of a company or organisation that holds membership. Special Membership is subject to all the rules and conditions of normal membership except with the exceptions outlined here.
A Special membership is not subject to a yearly membership fee, nor will they be billed for any fee.
A Special Membership may not be elected to any office in the company or the board, but, may hold an employed position in the organisation as outlined by decree from the board.
A Special Membership may not vote at any meeting (including Annual General Meetings and Extraordinary Meetings), quorum or other event. Special members may be invited to participate in such events as deemed by the board under exceptional circumstances, such as attendance to an AGM, but this does not confer any special ability or change to their non-voting status.
A Special membership has no right to vote on any resolution and their signature on any resolution may not be constituted as a vote. Any such use of Special membership in this manner constitutes a breach of the articles and may lead to a dismissal from the organisation or refusal to renew membership.
Any member, officer, or board member may not poll the Special Membership except for matters not pertaining to company Resolutions. The Special Membership confers no rights under the Act relating to membership of the company.back to top