About the Society
This page last updated 23 February 2003
THE CYBERNETICS SOCIETY
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Name and Constitution
20. (1) Subject to the following paragraphs of this Rule, the Society shall in each year of account appoint a qualified auditor or qualified auditors to audit its accounts and balance sheet for that year. For the purposes of this Rule "qualified auditor" means a person who is a qualified auditor under section 36 of the Act or any amendment thereof.
(2) Paragraph (1) of this Rule shall not apply to the Society if:
(a) the receipt and payments of the Society in respect of the previous year of account did not in the aggregate exceed £90,000 and
(b) the value of its assets at the end of that year did not in the aggregate exceed £1,400,000 (or, in each case, such other sum or number as may be prescribed by regulations then in force) and the Society having power to disapply it under section 32A of the Act exercises that power in accordance with the provisions of that section.
(3) If, by reason of paragraph (2) of this Rule, paragraph (1) does not apply, the Society may, nevertheless in respect of the current year of account appoint in that year a qualified auditor or qualified auditors or two or more persons who are not qualified auditors to audit its accounts and balance sheet for that year unless the Authority directs it to appoint a qualified auditor.
(4) Save as provided in paragraph (5) of this Rule every appointment of an auditor shall be made by resolution of a general meeting of the Society.
(5) The Council may appoint an auditor to fill any casual vacancy occurring between general meetings of the Society. Any auditor appointed by the Council who is not a qualified auditor shall hold the appointment until the conclusion of the first or next Annual General Meeting as the case may be.
(6) A qualified auditor appointed to audit the accounts and balance sheet of the Society for the preceding year of account (whether by a general meeting or by the Council) shall be re-appointed as auditor of the Society for the current year of account (whether or not any resolution expressly re-appointing him has been passed) unless:
(a) a resolution has been passed at a general meeting of the Society appointing somebody instead of him or providing expressly that he shall not be re-appointed, or
(b) he has given to the Society notice in writing of his unwillingness to be re-appointed, or
(c) he is ineligible for appointment as auditor of the Society for the current year of account, or
(d) he has ceased to act as auditor of the Society by reason of incapacity, or
(e) a resolution has been passed at a general meeting of the Society appointing him as an "appropriate person" in accordance with section 39A of the Act, or
(f) a resolution has been passed disapplying paragraph (1) of this Rule.
Provided that a retiring auditor shall not be automatically re-appointed by virtue of this Rule if notice of an intended resolution to appoint another person in his place has been given in accordance with paragraph (7) of this Rule and the resolution cannot be proceeded with because of the death, incapacity or ineligibility of that other person.
(7) A resolution at a general meeting of the Society
(a) appointing another person as auditor in place of a retiring qualified auditor or
(b) providing expressly that a retiring auditor shall not be re-appointed
shall not be effective unless notice of the intention to move it has been given to the Society not less than twenty-eight days before the meeting at which it is moved. On receipt by the Society of notice of the intention to move any such resolution the Society shall give notice of the resolution to the members in accordance with Section 34 of the Act. The Society shall also give such notice to the retiring auditor in accordance with section 35 of the Act and shall give notice to the members, in accordance with that section of any representations made or intended to be made by the retiring auditor.
(8) None of the following persons shall be appointed as auditor of the Society
(a) an officer or servant of the Society, or
(b) a person who is a partner of or in the employment of or who employs an officer or servant of the Society.
(9) The auditor shall in accordance with section 38 of the Act make a report to the Society on the accounts examined by him and on the revenue account or accounts and the balance sheet of the Society for the year of account in respect of which he is appointed.
21. (1) In every year the Secretary of the Society shall send to the Authority an annual return relating to its affairs for the year of account for which the return is required to be sent. The last date for filing the annual return shall be that prescribed by the Authority. The return shall be made up for the period of 12 months beginning with the 1st January of the year preceding the year in which the return is required to be sent. The return shall be made in accordance with the provisions in section 43 of the Act and in the form prescribed by the Authority and shall contain such particulars as may from time to time be required by the form.
(2) In respect of a year of account for which a disapplication under section 32A (1) of the Act is in force the Society shall send with the annual return in respect of that year a copy of such reports, if any, as it is required to obtain under section 39A of the Act. Where a disapplication under section 32A (1) is not in force in relation to that year, a copy of the report of the auditor on the accounts and balance sheet contained in the return must be sent with the annual return.
(3) On the application of a member or person interested in the funds of the Society the Secretary, for the Society, shall supply to him free of charge either, a copy of the last annual return or, a balance sheet or other document duly audited containing the same particulars relating to the affairs of the Society as are contained in the annual return together with a copy of the report of the auditor on the annual return or his report on the balance sheet or other document supplied in lieu of the annual return. In respect of a year of account for which a disapplication under section 32A (1) is in force the Secretary shall supply with the annual return or balance sheet a copy of such reports, if any, as the Society is required to obtain under section 39A of the Act.
22. (1) If any dispute shall arise between a member or person claiming through a member or under the Rules, or any person aggrieved who has ceased to be a member, or any person claiming through such person aggrieved on the one hand, and the Society, or any officer of the Society on the other, it shall be decided in the manner set out below.
(2) Five arbitrators shall be elected at a general meeting, not more than one of whom shall be currently serving on the Council, and any vacancy or vacancies among the arbitrators so appointed shall be filled at a general meeting. The complaining party to a dispute, or someone appointed by him, shall draw three names out of the five by lot in the usual way and the three arbitrators whose names are first drawn shall decide the dispute. The decision so given by the arbitrators shall be binding and conclusive on all parties to the dispute without appeal and may not be removed into any court of law or restrained by injunction.
(3) An application for enforcement of the decision of the arbitrators given under paragraph (2) of this Rule may be made to the county court.
(4) Where no decision is made on a dispute within 40 days after application to the Society for arbitration of a dispute then any person such as is mentioned in paragraph (1) above, or the Society, may apply to the county court and the court to which application is so made may hear and determine the matter in dispute.
(5) The county court may also hear and determine a dispute falling within paragraph (1) above if the parties to the dispute agree that it shall be so determined instead of being determined under paragraph (2) above.
(6) In this Rule the expression 'dispute' includes any dispute arising on the question whether a member or person aggrieved is entitled to be, or continue to be, a member or to be reinstated as a member but, save as aforesaid, in the case of any person who has ceased to be a member, does not include any dispute other than a dispute on a question between him and the Society or an officer thereof, which arose whilst he was a member or arises out of his previous relation as a member of the Society.
23. The Society may at any time be dissolved by an instrument of dissolution approved by a special resolution of the Society.
DISTRIBUTION OF SURPLUS ASSETS ON DISSOLUTION
24. Upon the dissolution of the Society by consent any surplus remaining, after payment in full of the Society's creditors, shall be transferred to some other organisation with similar objects, which the members shall have agreed when they shall have approved the resolution for dissolution.
25. (1) All summonses and notices shall be deemed to have been duly served if addressed to the member or person for whom they are intended at his last known address, and delivered at or sent by post to that address, provided that such notice may be given by e-mail or other written medium to any member who has agreed in writing to receive notices by such alternative medium and shall be deemed delivered if sent to the last e-mail or other address notified by such member in writing to the Secretary.
(2) 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 of that meeting.
COPIES OF RULES
26. The Secretary shall deliver to every person on demand a copy of the Rules on payment of such reasonable fee as the Council may from time to time decide.
AMENDMENT OF RULES
27. (1) The majority of the members at a general meeting of which notice has been given specifying the intention to propose an amendment of the Rules may amend them by adding, rescinding or varying any provision.
(2) No amendment of the Society's Rules shall take effect until registered.
28. The Society in general meeting may from time to time make, vary and revoke bye-laws for the regulation of the business of the Society, provided that no bye-law shall amend any provision of these Rules.
29. In these Rules, unless the contrary intention appears -
(1) Words denoting the masculine gender shall be deemed to include the feminine.
(2) Words in the singular shall include the plural and words in the plural shall include the singular.
(3) 'The Act' means the Friendly Societies Act 1974 (as amended by the Friendly Societies Act 1992), and any Acts or subordinate legislation (including the Deregulation (Industrial and Provident Societies) Order 1996 and the Financial Services and Markets Act 2000 (Mutual Societies Order) 2001) amending or substituted for it and for the time being in force and unless the context otherwise requires expressions used in these Rules which are in the Act shall have the same meaning as they have for the purposes of the Act.
(4) 'The Rules' means these Rules of The Cybernetics Society. 'Bye-laws' means the Bye-laws of The Cybernetics Society.
(5) 'The Authority' means the Financial Services Authority ('FSA').
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