usiness Plan and Community Share Offer€¦ · Business Plan and Community Share Offer – Balcombe Community Pub Limited (a Community Benefit Society under the Co-operative and Community

Balcombe Community Pub Limited

Community Benefit Society Registration No. 7450

November 2016

Business Plan and Community Share Offer Document

Business Plan and Community Share Offer Document

for a Community Benefit Society purchasing the Half Moon Inn in the West Sussex village of Balcombe

OFFER CLOSES: Midday, 24 December 2016 TARGET TOTAL COMMUNITY SHARE INVESTMENT: £325,000

Business Plan and Community Share Offer – Balcombe Community Pub Limited (a Community Benefit Society under the Co-operative and Community Benefit Societies Act 2014)

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Summary We, the working group, are seeking members who wish to become members of a new Community Benefit Society that is purchasing the Half Moon Inn situated in the heart of the village of Balcombe, West Sussex. Our plan is for it to be run as a typical village pub for the benefit of people living in and around Balcombe and for visitors to the area.

We believe it is important to retain the Half Moon Inn as a pub and to encourage it to thrive not only as a venue for food and drink but also for its place in the community.

It is well recognised1 that pubs help to strengthen social networks between people who might not otherwise meet. They host events, clubs and meetings that are necessary for community cohesion, and they are often central to local history and heritage. As can be seen across the country, once they’re gone it is difficult to bring them back.

The Plan

We aim to purchase the Half Moon Inn through the new Community Benefit Society and then lease it to a tenant who will run it as a profitable business, giving a warm and friendly welcome, providing good pub food, and a place to meet and have a drink. It is our intention the pub will work with and in support of the other community services and clubs in the village; for example, the village shop next door, the Club, Victory Hall, Tea Rooms, bowls, football and cricket clubs, the nearby church and the many other village organisations.

It’s no secret that the pub has struggled for several years to be a success in financial terms, but there are three important reasons why this can change. Firstly, we won’t need to charge the high levels of rent that are so common in the industry. Secondly, the pub will no longer be tied to a national commercial pub chain (Enterprise Inns) – this means that not only can our tenant source beverages from anywhere he/she likes, they can also get them cheaper than through such a tied arrangement. Thirdly, as the pub will be owned by members of the community, and they have an investment in it, they may be more likely to use it more often.

The Business

If you make an investment you will become a member of Balcombe Community Pub Limited (the Society), a new Community Benefit Society which has been registered with the Financial Conduct Authority (the FCA) and which will be run for the benefit of the local community. You will be a co-owner of a traditional village pub, in what we believe is a beautiful rural setting, that provides a service to the village, local businesses, ramblers and tourists.

Prospective members of the Society will be asked to invest a minimum of £250. Each member will have an equal vote in decisions of the Society, regardless of how much they invest.

1 For example, see “Public Houses: How councils and communities can save pubs”, CAMRA & LGiU, June 2014.


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The Society intends to agree a lease with a tenant who will run a licensed business selling food and drink in our premises. The tenant will pay rent to the Society at a level set lower than the commercial rent previously charged under the tied arrangement with Enterprise Inns. The rental income from the tenant will provide revenue for the Society to service its loans and, in time, to provide for maintaining and improving the building. Once established, the Society intends to permit the withdrawal of shares from time to time, after an initial period, and may be able to pay interest on shares to members.

We aim to raise £425,000 from members and lenders, which will be used to buy the freehold of the Half Moon Inn and to undertake some initial refurbishment. Plans are currently being drawn up to make use of the outbuildings at the rear of the pub to create some additional outdoor space. A small contingency fund of around £23,000 will also be created to cater for unforeseen expenses in the early years of running the new business and for further development.

We anticipate that the pub business can be profitable. However, if the business proves unsustainable, the Society will still own a valuable asset – the pub building and land – which can be sold with the aim of repaying loans and returning funds to members, subject to market and other factors which may affect the value of the pub. Your investment is in the entity which will own the building and land – the bricks and mortar – not the entity which will run the licensed business (being our tenant).

The Society will be run by a management committee who will be accountable to the membership and will in future be elected by them. The working group which is making this proposal will form the initial Management Committee when the Society comes into being. Members will receive regular newsletters and be entitled to attend and vote at the Annual General Meeting and other member meetings that may be called from time to time. Members’ rights will be as provided by the Rules of the Society which are attached to this document as Appendix 2.

This community share offer is an opportunity to invest in a community enterprise that aims to provide a valuable service to the community for their benefit and enjoyment.

This community share offer will not proceed unless our target investment of £325,000 has been received by Midday on Christmas Eve, 2016, or such later date as the Management Committee shall determine. If the level of subscriptions exceeds £325,000 the Management Committee may offer additional shares up to the ceiling of £425,000 or such other amount as the Management Committee shall determine to be in the best interests of the Society. If the level of subscriptions for shares does not reach £325,000 the Management Committee may seek to make up the difference with loan finance or will return the subscriptions to members within 28 days of the offer closing date.

Please see page 24 (Key risks and points to note) which outlines what we believe are the key risks and points to note of investing in a Community Benefit Society.


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Introduction Balcombe is a village of about 2,000 residents surrounded by beautiful countryside with the famous Ouse viaduct to the South, Ardingly reservoir to the East and forest ridges to the North and West. Borde Hill, Nymans, High Beeches and Wakehurst Place, home to the world famous Seed Bank, are all close by, and the area is a very popular destination for walkers. The village of some 600 houses, some of which are very old, lies conveniently on the London to Brighton railway line and is only a short drive from Gatwick airport. Balcombe has one pub, village shops including Balcombe Stores, Threads and Heads Together, Tea Rooms, a substantial village hall (The Victory Hall), a social club (The Club), and a wide range of sporting clubs and associations. The mix of ages in the village is very similar to the county average with a slight weighting towards the retired end of the spectrum. Many residents commute to London on a daily basis and many work in local businesses and on the thriving Balcombe Estate2. The village is well served with an excellent school and pre-school groups, there is an active Scouts group, WI, British Legion, football, bowls, cricket and tennis clubs, 61 Club, History, Gardeners, Flower and French societies and Neighbourhood Watch. Our church is very active in the community and is not only famous for a 1931 wedding which included our Queen as a young bridesmaid but has also recently undergone major restoration. And, with current environmental issues in mind, the village is home to Repower Balcombe, which aims to generate the equivalent of 100% of Balcombe’s electricity demand through community-owned locally-generated renewable energy.

There are many occasions when the village comes together, such as the village fete, events organised by the Club, and the many active organisations in the village. One of the highlights of the village calendar is the annual procession with Mary, Joseph, donkey, vicar, choir and congregation from the church to the square outside the pub with BBQ and carol singing. Children are invited to visit Santa in the pub cellars by sliding down the barrel chute!

2 Source; Balcombe Parish Neighbourhood Plan 2016-2031; Balcombe Parish Council website;


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A study in 2014, sponsored by CAMRA (the Campaign for Real Ale) and LGiU (the Local Democracy Think Tank)3, highlighted the fact that the pub plays a vital role as a community hub. It brings together members of the community who might not otherwise interact with one another. The study found:

“There are real positive outcomes to this including increased community cohesion and a sense of belonging and wellbeing. Through community-oriented events and activities, pubs add to the civic life of an area and enhance the heritage and cultural identities that make individual locations unique and special.”

Up and down the country, pubs have been the centre of village life for centuries, but the pressures of financial return coupled with the changing dynamics of pub ownership and the availability of home entertainment have put severe strain on the commercial model of running a pub. Almost 1,500 pubs closed in 2015, that’s 27 a week according to CAMRA4. The rate has fallen to 21 a week in 20165, partly because there are fewer pubs left to close. A fifth of Britain’s pubs have been lost in the last decade. The large brewery companies are being broken up and properties are being closed or passing into the hands of shops, businesses and individuals. There is a real threat that the Half Moon Inn could close forever. Our recent tenancies have struggled to be profitable and as a result the pub has, on a number of occasions, been closed at short notice and services such as food and even beer have been unavailable. Custom has dwindled and villagers have found alternative destinations and pastimes. However, newer and better-managed independent groups have been emerging across the country. The model of community ownership has become a reality where, once again, communities can actually own their pub and have some say in what type of establishment it should become and what services it should offer. As at the start of October 2016 there were approximately 70 community owned pubs in the UK, 43 of which are Community Benefit Societies6. In many cases pubs are the last remaining business in a village, with post office and shops long gone, along with butcher, baker and grocer. In Balcombe we’re lucky to have the Village Stores, Tea Rooms, Club and other businesses nearby, so we have an opportunity not to save the last vestige of the heart of the village but to protect and strengthen an already thriving village centre. The Half Moon Inn was first licensed in 1861. The Half Moon Inn is the only pub in Balcombe and has been owned by Enterprise Inns since 1999 and let on a tied tenancy. Trade has been up and down over the years with a succession of tenants. By the early part of 2016, business had declined to a level that was barely sustainable, and Enterprise Inns put the freehold on the market. The pub is an attractive building which, we believe, dates back to the 16th Century, with bar and dining space on the ground floor, and two rooms upstairs which are residential accommodation usually occupied by the tenant. There is a small but adequate kitchen, storage room and outbuildings plus a toilet for pub users. The cellar includes a cool room of ample size. 3 “Public Houses: How councils and communities can save pubs”, June 2014. 4 Figures published by CAMRA complied by CGA Strategy: 29 per week for first six months of 2015; 27 per week for second six months. 5 Figures published by CAMRA complied by CGA Strategy for the first six months of 2016. 6 Source: Plunkett Foundation


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The story so far

Background The proposal to form a Community Benefit Society to purchase the Half Moon Inn was initiated by a group of concerned residents numbering half a dozen at the outset and growing to 13. With so many pubs facing closure, the group was concerned that Balcombe’s only pub may be lost, and even if it were bought by a new landlord with good intentions, there was concern that the business model may still fail and we would be faced with another closure and cycle of uncertainty a few years down the line. The working group’s first step was to ask people each to contribute by way of donation £250 to a sinking fund to facilitate an investigation into how the pub could be purchased, to commission a buildings survey and to gauge the community’s enthusiasm for such an enterprise. A sum of £4,000 was sought. By the deadline of 31 August 2016, £9,000 had been provided by 36 individuals. An on-line questionnaire survey was then created to understand people’s views on pubs and to ask how much money they might consider investing. Within a couple of weeks the total number of people that had shown an interest in investing had reached two dozen. The total amount they had shown an interest in investing had reached £100,000 and stood at nearly £200,000 by the time of a public meeting of the residents of Balcombe convened on 5 October 2016. We believe this shows clear support from the community to the proposal. The working group sought support from national organisations such as CAMRA, the Plunkett Foundation and The Pub is the Hub who specialise in supporting community initiatives such as this. We investigated several ownership models, including limited companies (both charitable and non-charitable), and it was felt that the Community Benefit Society was the best route to follow.

Proposal to form a Community Benefit Society After much consideration of the various options, the working group considered that community ownership via a Community Benefit Society was the preferred legal structure route, for the following reasons:

x It is designed for situations such as the purchase of assets of community value, like purchasing the Half Moon Inn in Balcombe

x Relatively affordable set-up costs x It is democratic – with one member receiving one vote at meetings of the membership, irrespective

of the amount they have invested x It encourages and supports wider community engagement and ownership x It is recognised by lenders and other bodies potentially willing to invest in, or make loans to, the

enterprise x Any future surpluses have to be reinvested into the business or into the local community x The assets of the Society are ‘locked’ for use by the community and cannot be distributed to members.

This proposal was endorsed at the public meeting on 5 October.


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Decision to make a bid for the freehold title to the pub About 150 villagers attended the public meeting on 5th October. The prevailing mood was one of support with several people offering their services to the working group and indicating their future willingness to serve on the management committee. Most importantly, pledges of financial contributions were more than sufficient to support the next step of making an offer for the freehold of the Half Moon Inn.

The total amount of money offered by individuals who responded to the questionnaire, plus those who indicated an interest to invest at the public meeting in October stood at £241,000. As a result, the working group felt confident that there is sufficient interest and commitment from within the community to raise the full sum of £325,000 required from the community share issue.

Number of Individuals

Range of potential Investment

(per individual)

Total value of potential Investment

(within range)

23 £250 or less £3,600

11 £251 - £500 £5,2000

24 £501 - £1,000 £23,750

1 £1,500 £1,500

14 £2,000 £28,000

4 £2,500 £10,000

6 £3,000 £18,000

1 £4,000 £4,000

12 £5,000 £60,000

4 £10,000 £40,000

2 £15,000 £30,000

1 £17,500 £17,500 Total number of

Individuals

Total value of potential Investment

103 £241,550


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In addition, we received offers of substantial long-term and short-term loans, giving the necessary support to the financial model to make it a viable and sustainable undertaking. An initial offer was made by the working group on 10 October 2016 for the freehold of the Half Moon Inn and a revised offer was accepted by Enterprise Inns on 18 October 2016, subject to contract. A full structural survey has now been obtained and a legal firm has been engaged to deal with the contracts for purchase of the property.


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What is being proposed?

Our plan

Simply put, our plan is to buy the freehold (the land and buildings) of the Half Moon Inn, and lease the property to a tenant to carry out the business of running the pub. For the tenant, being free of tie to a commercial pub chain, beverage supplies will be significantly cheaper than was previously the case. A greater range of products, particularly beers, will be available too. Rent can be set at a level that is both reasonable and sustainable and therefore supportive of the business.

We intend the Half Moon Inn to be run by the tenant as a traditional village pub selling local ales from local brewers as well as some national brands. We would like food to be good quality, also using local suppliers where possible. We know from the questionnaire that there is demand for dependable wines, craft beers and specialty spirits, as well as bar snacks, healthier foods and a good range of soft drinks. In addition, we will be looking at other ways the tenant can cater for the needs of the community and will be seeking to suggest our own ideas as to how the pub can make a difference to the community over time.

Initial refurbishment

We believe the internal layout of the pub could be improved, although this will not be the initial focus of our refurbishment plans. Instead, we would like to develop the outbuildings and space at the rear of the pub, creating some very useful outdoor space. Initial investigations indicate this would be possible and would significantly enhance the facilities offered by the pub. We intend to redecorate the public areas and will be prepared to refurbish the bar and replace some of the kitchen and cellar equipment.

Opening times The precise opening times will be a matter for the tenant who will run the licensed business, but we will be looking for a tenant who will open 7 days a week. We know from recent experience that consistency and reliability of opening times are key issues to the success of the pub business.

Food Over 120 residents completed the online questionnaire survey about the pub and the requirement for good quality, locally sourced, pub-style food stood out above all else. We will seek a tenant who agrees to offer food to meet local demand and who desires to build a reputation for quality. The judgment of the Management Committee (based upon the advice of those with experience in the industry) is that food sales will be able to grow over time and eventually represent at least 50% of the pub’s turnover.

It is also vital to offer a congenial meeting place for people who just want to have a pint or a glass of wine and do not want to eat. Food provision should not be at the expense of other customers, but will run alongside. The provision of bar snacks would also enhance the attraction for eaters and drinkers alike.


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Customers The pub attracts both local residents and visitors to the area, although frequent changes in management, and food being often unavailable at short notice, has resulted in a decline in customer numbers. We believe it is possible to attract many of the former customers back (through reliability, good food, local beers, good wine a warm welcome etc.). Plus, being set up as a Community Benefit Society, we hope to attract over 100 local residents to become members, who are likely to be more committed to using the pub and will bring their friends and family with them. The intention is to appoint a tenant who understands the importance of the pub in our village and sees it as a priority to attract as wide a cross section of the community as possible. The tenant will, we expect, encourage the pub to be used in many different ways from daytime coffee and cake, to informal meetings, to ladies who lunch, to a swift half in the lunch hour, to teatime snacks for children, to after work and evening drinking and, of course, evening dining. Particularly during the daytime and at weekends, we aspire to the pub being family and children friendly.

Our tenants We have decided to let the pub to a tenant rather than to appoint a manager. The advantage of this to the Society is that the tenant will own the business element entirely and will provide income to the Society through payments of rent. The attractions for the tenant are that we will support them by setting the initial rent at a reasonable and sustainable level, and that we hope we will have over 100 local residents becoming members of the Society and therefore supporters of the pub.

Relationship between tenant and Society The tenant will run the business according to the terms of a lease. The Society will have responsibilities for certain aspects of the upkeep of the bricks and mortar, but will have no responsibility for the management of the business of the pub.

Having said the above, we would like there to be a close relationship between the tenant, the Society and the wider community. It will be mutually beneficial for all concerned if there is communication and support between all parties. In all but the legal sense we would like it to be a ‘partnership’. It is the intention of the management committee of the Society to form a small sub-group to meet regularly with the tenant to discuss ways that all sides can support each other. These meetings can also provide an opportunity for constructive feedback from the community and thereby avoid every member approaching the tenant with their views as to the running of the pub business directly.


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Outline brief for a tenant We have identified the following as being important characteristics of the tenant of the pub

x Provide a warm, welcoming and friendly atmosphere

x Has previous experience running a community pub within a village/rural setting

x Does not need the support of a major brewery in the form of a head office, area manager, administration etc.

x Is commercially astute

x Is not fazed by the prospect of a large number of the villagers being investors

x Is excited by the particular possibilities and challenges this pub represents

x Is hands on and not afraid of the considerable amount of hard work that will be required


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Our ideals for the pub We intend that, by applying a rigorous process of selection and choosing the right tenant, we will end up with a traditional village pub that serves the needs of the community with a publican who listens to their customers’ views and who always strives to improve the product, service and environment of the pub. We passionately hope that, with the continuing support of the community, we will have a tenant who will run the pub for many years to come and who will run a successful and well-respected business in our premises.

Our agreement with the tenant In setting a lease, our main objective is that it should be sustainable for both parties. We expect to agree a 10 year lease to be entered into with the tenant, or some such other period agreeable to both parties, with a mutual break clause (allowing each party to terminate the lease after an appropriate period if they choose to do so) and rent review periods (allowing the Society periodically to review the level of rent payable by the tenant). As previously stated, we expect rent to be set at a reasonable and sustainable level. A possible reduction to that rate may be made in the early years to assist the tenant while the business builds. The Society needs to be confident that the pub business is able to support the lease which in turn will enable the Society to repay loans and, eventually, may enable the Society to pay some interest to members on their shares. Our intention is to provide a clear set of parameters to the tenant at the outset for what we consider to be the successful operation of the Pub. The tenant will also have access to support from members of the Society and from members of the community via the Society’s designated sub-group. The rent can be considered as consisting of two elements – a base level rent and an element set aside by the Society for ongoing repairs, maintenance and capital investment. The base level rent is intended to cover loan servicing, interest payments to members and routine administrative costs incurred by the Society (audit, buildings insurance, accounts etc.). The base rent should also be sufficient to cover on-going repairs, light equipment replacement and maintenance. The set-aside component of the rent can be ring-fenced by the Society for re-investment in developing the pub business for the benefit of the community. We intend that decisions on such business investment will be made jointly between the Society and the tenant.


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Internal and External factors affecting the success of the Society We considered the strengths, limitations, opportunities and threats that could affect the success or otherwise of the proposal. The twin purposes of purchasing the freehold of the Half Moon Inn are a) to ensure the continuing existence of the building as a pub and b) to do everything possible to ensure that the right tenant is found to run the pub business for the benefit of the community. Without a successful tenant, these aims of the Society cannot be met. Therefore, the following review has been considered from the perspective of both the Society and the tenant:

Threats The following scenarios would constitute threats to the success of the Society and/or the Pub

x Choosing the wrong tenant

x Lack of community engagement and support

x Lack of sufficient investment (either through this community share offer or through loans we have assumed that the Society will receive)

x Premises require more substantial investment/building work than was originally budgeted for

x Local competition from pubs in the surrounding area

x The pub generates insufficient turnover to be able to afford the level of rent required to service the Society’s debts

x Rising inflation and interest rates

x Recession

Strengths The following provide a good starting point for the success of the Society and the Pub

x We have encountered positive feedback and support from the community

x Balcombe has many thriving community organisations and a diverse population

x The Half Moon Inn is the only pub in the village

x Ability to set rent levels supportive of building the pub business

x No tie to a commercial pub chain (wider choice of suppliers and cheaper access to existing suppliers)

x Within walking distance for a good number of villagers

x No substantial structural problems, as reported by our survey

x Attractive, Grade II listed Inn

x Located in the High Weald Area of Outstanding Natural Beauty, frequented by ramblers

x Nearby mainline railway station (London to Brighton line) and local bus routes

x Disabled access


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Limitations The following limitations may need to be addressed in order for the pub to reach its full potential

x Split-level layout and sub-optimal use of space

x Limited dining area which is not particularly smart or attractive

x A relatively small kitchen which is in need of some modernisation

x Loss of goodwill resulting from a series of previous poor managers, sporadic opening times and a lack of regular food provision

x No garden and limited outdoor space

x No designated parking

x No separate access to upstairs residential accommodation

Opportunities The following opportunities exist to build a successful Pub business and safeguard the continuation of the Society

x Not limited by the tie to a commercial pub chain, so a wider range of goods and services to choose from

x Not just good quality local ales, but also wines, craft beers and speciality spirits

x Locally sourced food, including game

x Improve the premises, specifically the outdoor space at the rear of the building

x Get known as a destination for the many tourists and ramblers visiting the area

x Host events for the many village and other community organisations and be involved in their activities

x Breakfasts, teas and meeting place for different sections of the village community

x Takeaway food


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Addressing the threats, limitations, strengths and opportunities

The following actions and safeguards will, we expect, give this business proposition the maximum potential for success whilst minimising the impact of the limitations and threats.

x The evaluation already conducted by the working group to validate the feasibility of the proposition from both the Society’s and the tenant’s perspective

x Ensure equitable terms of the lease and a fair market rent for the tenant

x Ensure a capable, experienced, professional and business-minded tenant is appointed

x The Management Committee will endeavour to ensure the continuing support of the community through strong communication and feedback between the tenant and the Society

x The Society will ensure that the building is ready for tenancy and is fit for purpose

x The commercial arrangements will be such that, even if we continually fail to attract the right tenant, or any tenant, the Society’s asset is the building itself, the bricks and mortar. The tenant will not be allowed to borrow against the physical asset (but may borrow against its business), therefore the risk to members is mostly in relation to the value and condition of the building, and the necessity for the Society to maintain loan repayments

x The Society has limited liability so the financial risk to members is limited to the value of their shares

x The financial commitment, and thereby on-going support, of the community in the pub will be a significant incentive for the tenant and greatly increase the likelihood of them overcoming many of the challenges and threats


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Share Offering The purpose of this document is not to provide any form of investment advice. You must take such advice as you consider you need before investing in the Society.

Shares overview In summary, we have set up a Community Benefit Society and seek to raise £325,000 from members so that we can buy the pub as a community asset with the intention that is stays a pub. An investment in the Society should be viewed as a social investment, as is the nature of an investment in any Community Benefit Society. The beneficiaries of this undertaking are the community, not the members themselves. This should not be seen as an investment from a purely financial point of view. The value of each share will not rise above its initial face value of £1. There is therefore no opportunity for members to make a capital gain on the value of their shares. Any capital gain in the value of the assets of the Society itself will be ‘locked’ within the Society and the community. Shares are non-transferrable. They are withdrawable. This means that there may be opportunities for members to withdraw their shares in the future, subject to certain important conditions described in the Shares section below, but members can only withdraw their investment at the original face value of their shares. If the Society is dissolved, there is the possibility that members will not be able to receive the full value of their shares depending on the value of the assets at the time. Shares do not pay dividends, but they can pay interest. There are limits on the amount of interest that can be paid, being the maximum amount required to obtain and retain sufficient capital to enable the entity to undertake its business. The assumption in this business plan is that interest of 3% will be payable after the first 5 years of the operation of the pub by the tenant, by which time the business should be well established and the Society may be able to afford interest payments to members. As interest payments will be a major expense for the Society, it is hoped that a significant proportion of members will waive interest payments on at least some of their investment. A member can elect to waive interest payments on some or all of their shares in the application for shares attached to this document as Appendix 1. This community share offer will not proceed unless our target investment of £325,000 has been received by Midday on 24 December 2016, or such later date as the Management Committee shall determine. If the level of subscriptions exceeds £325,000 the Management Committee may offer additional shares up to the ceiling of £425,000 or such other amount as the Management Committee shall determine to be in the best interests of the Society. If the level of subscriptions for shares does not reach £325,000 the Management Committee may seek to make up the difference with loan finance or will return the subscriptions to members within 28 days of the offer closing date.


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The Society The Society which has been formed is known as Balcombe Community Pub Limited, and is a Community Benefit Society, under the Co-operative and Community Benefit Societies Act 2014. It is constituted and governed in accordance with its Rules, which have been approved by the Financial Conduct Authority and are set out in full within Appendix 2. The summary of some aspects of the Society’s Rules set out below is not a substitute for reading the full Rules, which we recommend you do. The Society’s Rules are based upon model rules published by the Plunkett Foundation, which supports community projects. Plunkett's model rules are also approved by the Financial Conduct Authority. We have obtained legal advice from a firm of solicitors, Wrigleys Solicitors LLP, on our rules and on the contents of this document. The Society will issue shares, and its shareholders will be its Members. It will be governed by a Management Committee elected by the members who will administer the Society according to its Rules. Its Rules may be changed by a two thirds majority vote of the members, but only subject to further approval by the Financial Conduct Authority.

Members Given the level of support received so far, we believe that the Society will have between 100 and 200 members. The Rules permit any person over 16 who buys the minimum number of shares (being 250) to seek to become a member of the Society. Each member has one vote in any meeting of the membership, irrespective of the size of their investment and the number of shares which they hold (above the minimum necessary shareholding).

Shares Each share in the Society is priced at £1 and must be fully paid up at the time at which it is issued. The Rules of the Society provide that the minimum number of shares required to become a member is 250, so that the minimum investment to become a member will be £250. Investments can be made for any amount, in whole pounds, from £250 to £100,000 which is the maximum investment in a Community Benefit Society (from an individual) permitted by law. It is possible for several people to invest jointly if required, for example to make up the minimum investment amount, and to nominate one of them as the member. A member’s liability is limited to the value of the shares he or she has bought. A member cannot be required by the Society, or anyone, to pay any money to the Society other than the money already invested by them for the purchase of their shares. Shares will not be transferrable, except upon death or bankruptcy of a member. They are potentially withdrawable; that is, they may be withdrawn at their original face value of £1. However, this is subject to a number of important limitations. Any withdrawal of shares is always at the sole discretion of the Management Committee. It must also be in accordance with the Rules and the specified limitations on the


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withdrawal of shares. For example, the Rules provide that a member must have held their shares for a minimum of three years, or such other period as the Management Committee shall decide, before they can be potentially withdrawn. The Management Committee may also suspend the right for members to withdraw. The Management Committee may specify a maximum total amount of withdrawals from the Society for any year, and can only return the investment from trading profits/surpluses, reserves or new share capital raised from other members or new members. The Management Committee must always have regard to the need to maintain prudent capital reserves and the Society’s commitment to community benefit when considering whether to authorise any withdrawal of share capital. The Management Committee could not, for example, authorise the withdrawal of shares if the Society might then become unable to pay its debts.

Interest on Shares A Community Benefit Society does not pay dividends to shareholders but it can pay interest at an appropriate level to ensure that it retains the members’ investment so that it can operate. Our intention is that community share capital raised, along with loan capital, will provide the long-term finance necessary to establish the Society and enable it to operate as a successful business. Paying interest will be a significant drain on the Society’s resources and, certainly in the early years, all revenue earned by the Society will be reinvested in the Society or used to service its loan commitments. Interest cannot be paid except out of surpluses, and only where the Society will be able to meet its future obligations. The Management Committee will be responsible for setting the interest level so as to be fair to members without impacting on the Society’s ability to continue its business. An assumption made in the Business Plan is that interest of 3% per annum will eventually be paid. However, in order for the business to establish itself, it is not envisaged that interest will be paid for the first five years after the purchase of the Half Moon Inn. It will be possible for members to elect to waive interest payments on some or all of their shares. Responses to the questionnaire indicated that over a third of potential members might not seek to earn interest on their investment and we hope that a significant proportion of members will make this election in relation to all or some of their shares. A member can elect to waive interest payments on some or all of their shares in the application for shares attached to this document at Appendix 1.

Grants, Loans and Donations The Society is permitted to take out loans, and will do so in order to raise the total capital necessary to purchase the Half Moon Inn and re-let it, unless sufficient investment from the members makes this unnecessary. The Society is structured so as to be able to service long-term and short-term loans. As at the date of this document, the Society has received a firm offer from a private individual to provide long-term loan financing to the Society up to a total amount of £100,000 at what we consider is a favourable rate of interest. The amount of this which is taken up will depend on the amount of money raised from this share issue.


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Balcombe Parish Council has also offered to provide the Society with a short-term loan, at a commercial rate or better, to cover any VAT payable on the purchase of the Half Moon Inn for the period before this can be reclaimed. Both loans are likely to be secured against the freehold of the pub, which would mean that if the loan repayments were not met, the lender(s) would be entitled to take possession of the pub and sell it to recover the outstanding amount. People or entities with whom the Society enters into loan agreements may not be members of the Society, and are not entitled to vote at meetings (in their capacity as lender), unless they are also members because they have also bought at least the required minimum number of shares in the usual way. The Society has applied for a grant from the Plunkett Foundation of £2,500 towards the investigation and purchase costs, which it hopes to receive shortly. The Society is also able to accept donations. Donations of any size can be made, and will be used only in order to help the Society meet its aims. Donations may, for example, make it possible to carry out more extensive refurbishment of the building earlier than initially envisaged.

Profits/Surpluses In due course we expect the Society to be able to make a modest profit, but the purpose of the Society is not to make profit for its members. The Rules of the Society prohibit the distribution of profits to its members. The Society may only pay interest, at a level which is considered by the Management Committee to be at a level necessary to obtain and retain the investment in the Society (discussed above). Instead, any profits will be reinvested in the Society and its aims, consistent with it being a community project. If for some reason the Society were to be dissolved in the future, its liabilities (including any loans) would first be paid and then its members would be repaid their investment to the extent possible out of the assets of the Society. If there remained any surplus after this, that surplus would be reinvested in the community in a suitable way. It would not be distributed to the members. Profits of the Society, and interest paid to members, are taxable as income in the normal way.

Management of the Society The Society will be managed by its Management Committee. It must be stressed that the day-to-day management of the Half Moon pub business will be the responsibility of its tenant, not the Society. The Society will only be the owner of the freehold of the pub. It will grant a lease to the tenant who will actually occupy and run the Half Moon Inn. The Society is the landlord, in that it owns the freehold and will have granted a lease to a tenant, but it will not be a ‘pub landlord’ in the commonly used sense. The function which the Management Committee will carry out will be the management of the Society’s ownership of the Half Moon, not the running of the Half Moon.


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The Society’s involvement in the running of the Half Moon itself will be limited to ensuring that the tenant complies with their obligations within the lease, and to providing assistance (through the Sub-Group described below) to help the tenant as much as possible to make the business a success.

Management Committee At the outset we, the working group, will act as the initial Management Committee and will carry out our duties until the first full meeting of the membership which is intended to be called as soon as practicable after the purchase of the Half Moon Inn is complete. At that meeting, the initial Management Committee will stand down and a new Management Committee of between 3 and 15 people will be elected. Members of the Management Committee can hold office for three years with one third of members retiring each year. The members of the initial Management Committee will offer themselves for re-election, and have all agreed to remain on the committee (if that is what the membership decides), until they feel confident that the Society and the new tenant are securely up and running. However, once the purchase and letting of the pub are complete we expect that the Society would be better served by a smaller Management Committee. We also seek wide community representation on the new Management Committee, which properly reflects its membership as a whole. Because of this, we hope and expect that the composition of the Management Committee will change at the first full meeting of the membership. The Management Committee will carry out all the functions of the Society and exercise all of its powers. Its members will be required to abide by a written code of conduct, a copy of which is attached at Appendix 3 and must maintain a membership strategy for encouraging people to become Members. The Management Committee must keep accounts and report annually, both to the Financial Conduct Authority and to the membership (discussed further below).

Share Applications The Society is now able to receive applications for shares in the form set out in Appendix 1. If you apply for shares and wish to cancel your application at a later date you should write to the working group of the Society at Hillside, London Road, Balcombe, West Sussex RH17 6HS within 14 days of submission of your application.

Working Group and Initial Management Committee The Working Group initiating and guiding the purchase of the Half Moon Inn is composed of a group of volunteers from the community. The working group will comprise the first Management Committee of the Society until the first full meeting of its membership. Here is a little about us.


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Nick Beecroft City worker who has lived 200 metres from the pub for six years, and has been a patron for 20 years, as a regular player for Balcombe Cricket Club. The whole family, (he has two adult sons, one of whom lives in the village), has enjoyed many happy times at the pub, during the periods when it has been thriving, and they look forward to vigorously supporting it in the new era which is about to dawn!

Kevin Hugh Bottomley “Botts” He is 56 years old, the last 26 of which living in Balcombe. He is a consultant professional quantity surveyor and has owned and run a private practice of architects and quantity surveyors in London since 1984. Prior to that he was the company quantity surveyor for a contractor and trained with a London Local Authority. In addition to his consultancy work, he has a small property portfolio of his own - five houses, four flats, an office and a shop, which he manages from home. He is secretary and 3rd xi captain of the cricket club and lives in the middle of the village. He has also been involved with the Victory Players and the Parish Council.

Pete Dutton Pete has lived in the village all his life and used the pub for 44 of them. He is the M.D. of, and runs a very successful farming business. He is the recently retired county chairman of the regional N.F.U.

Mark Fairweather Mark was born and raised in Balcombe before moving to London to continue his education at South Bank University and start his career in the Lift & Escalator Industry with Otis. Mark returned to Sussex in 2002 to develop and manage a bar and restaurant called ‘Evolution’ in Haywards Heath (now known as Idle Wild). Mark married Julia (Twig) and settled in Balcombe where they have two sons, Owen and Morgan who are at Balcombe School. Following the sale of Evolution in 2005, Mark returned to the Lift Industry as a Consultant and now is a Director of D2E International VT Consultants, a leading consultant based in London. Mark is also involved in the Community taking a leading role in the running of the Fete for the past 9 years.

Sara Hill-Dalton Sara practices Family Law in London. She previously worked in hospitality within the music industry, and is a food and wine enthusiast. Having moved to Balcombe in August, she is already a passionate supporter of the pub.

Jamie Kirkman Jamie has been Head Forester & Sawmill Manager at Balcombe Estate for 20 years. He is a school governor, chairman of the Christmas tree Society and a Cub Scout leader. Jamie spent many years on both sides of a bar (before settling for the world of wood) working as both barman and bar manager in a variety of pubs. Jamie still keeps his hand in running the village fete beer tent.


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Tim Murrills Recently retired after more than 30 years working as a tax lawyer for a large US multinational company, which included overseas assignments in the USA (for 2 years) and Australia (for 5 years). He has lived in the village for 30 years. He spent 6 years as a governor for Balcombe School and has been chairman of Balcombe Cricket Club for the last several years.

Max Preston Bell Moved to the village in 1999 with Nicola and their young boys who have now flown the nest. Career in the Life and Pensions industry as an accountant and product development consultant. Fellow of the Chartered Institute of Management Accountants. Member of the Balcombe French Association, Village Fete committee and the Victory Players. Choirmaster and organist. Feels strongly about the necessity for a thriving and welcoming pub in the village and the opportunity for a community-led venture to encourage its success.

Julie Rezac Originally from the state of Nebraska, Julie has lived in the Balcombe area for 8 years and is helping the committee with marketing. She is a self-employed Letter Cutter and has done her own website and marketing for many years as well as for a few small charities and businesses. Julie also gives art and craft classes in her studio on the corner of Mill Lane.

Rodney Saunders Resident of Balcombe since 1968. Member of Balcombe Parish Council 2007 -2015 (Vice-chairman 2011-2015). Married to Barbara, with two adult sons. Chartered Engineer and working as a consultant project manager until retirement in 2008. Founder member of Balcombe's Victory Players.

Oliver Tester Having held a variety of roles and positions within the property and development sector, Oliver is currently based in London and responsible for the sourcing and securing of new premises for The Gym Group Plc, as part of their strategic expansion throughout the UK. Having been brought up in the village for the majority of his life and an active member of various clubs and associations during that time, Oliver now resides in the village with his wife Joanne and their two young daughters Eloise and Esme.

David Vickerstaff Partner in Hospitality Management Solutions LLP (hmspartnership.co.uk). Over 30 years hands-on experience in catering establishments as an operator and/or consultant. Expertise covers restaurants, cafes, fast food outlets, bars, pubs, clubs, hotels and other businesses where hospitality is part of the overall offering. Has 2 boys, 12 & 14. Balcombe resident for 15 years.

Toby Watkin Toby is a barrister who has lived in Balcombe since 2010 with his wife and three kids. His professional practice is in property law, so he knows his way around a lease and a contract (although the working group has instructed lawyers to advise it and handle the purchase from Enterprise Inns).


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Sub-groups In order for the Management Committee to be able to provide support for the tenant, it may set up sub-groups from time to time. As already outlined, one such sub-group is being created to liaise with the tenant, providing support if/where required and acting as a conduit for information between the tenant and the community. We anticipate that this group will provide access to people with operating, financial and marketing expertise and will consist of people with those areas of expertise. At the outset, the tenant liaison sub-group will include:

x David Vickerstaff

x Mark Fairweather

x Jamie Kirkman

There is no requirement for all members of sub-groups to be members of the Management Committee, and it is intended that other members of the community will provide input and support from time to time.

Reporting to members The Management Committee must report to the Members on the Society’s performance at an Annual Members’ Meeting. It must also provide and present annual accounts for the preceding year, and a report on the state of the membership and on the success of the Membership Strategy for encouraging people to become members. In certain circumstances the accounts of the Society may also have to be audited. A copy of the Society’s most recent balance sheet (and any Auditor’s report) must be displayed at all times at the Society’s registered office. In addition to the Annual General Meeting, meetings of the Members may be convened at any time for a particular purpose by the Management Committee, or at the request of not less than 12 Members (or 10% if that is fewer than 12). Every member is entitled to attend the Annual Members’ Meeting and any other member meeting. Every member will have one vote in any election of the members of the Management Committee or on any resolution of the Society which is voted upon, irrespective of the amount they have invested.


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Key risks and points to note Whilst we firmly believe that the Society can be a viable business, and the investment itself is in the entity which will own the land and buildings of the Half Moon Inn, it is important for members to understand that there is a potential risk that the business may fail and that property values may fall. In such a situation the value of shares in the Society could reduce and members may not receive repayment or all or any part of their shares. Please take careful note of the following:

x This community share offer is not regulated by the Financial Services and Markets Act 2000 because the shares of the Community Benefit Society are not ‘securities’ for the purpose of these regulations. If the business fails, there is no right of complaint to the Financial Ombudsman or the Financial Services Compensation Scheme. The Financial Services Compensation Scheme, which applies to bank accounts, does not apply to investments in the Society. The Society, unlike banks and building societies, is not subject to prudential supervision by the Financial Conduct Authority although it will be registered with the Financial Conduct Authority.

x As a member and shareholder of the Society you own the Society. If the Society is unable to meet its debts and other liabilities, you may lose some or all of the amount you hold in shares. This may make it an inappropriate place to invest your money.

x Your investment in shares is withdrawable without penalty at the discretion of the Management

Committee under the Society’s rules.

x Your investment in shares may receive interest, but does not enjoy capital growth. You should see the investment primarily for the purpose of supporting the Society rather than making a financial return. There are restrictions on the amount of return (via interest) a Society can pay on its shares.

For advice and further information, please contact a financial adviser.

Further Information For further information, please visit our website at:

www.savethehalfmoon.co.uk or talk to any of the working group mentioned in this document. Further information about investing in a Community Benefit Society can be found at the following links:

http://communityshares.org.uk/find-out-more/what-are-community-shares https://www.moneyadviceservice.org.uk/en


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The Finances Introduction This section sets out the Business Plan for the Society. The Finances below are concerned with the purchase by the Society of the Half Moon Inn and then letting it to a tenant. The cash flow model is mostly concerned with rental income received by the Society from the tenant, repayment of loan costs (interest and principal) from the Society to lenders and payment of interest on share capital from the Society to members, while building up reserves for additional refurbishment etc. This Business Plan does not look at the detailed operation of the pub business itself, which will be the responsibility of the tenant. However, in order for the working group to establish the viability of the proposed model, a detailed example business plan for the pub operation was created so as to understand the levels of rent that are likely to be sustainable. This may be shared with prospective tenants.


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Acquisition and start-up costs

The final acquisition cost to be paid to Enterprise Inns will depend on the final price agreed with the selling agent. The asking price is £385,000 + VAT, and a price has been agreed in principle with Enterprises Inns. Hopefully the final price will be a little below this. For the purposes of this document, we have assumed a price of £350,000.

Notes:

x Property purchase cost is an estimate, the final amount may be higher or lower

x Bid related costs include survey fees

x VAT is recoverable on completion of a VAT return – this should not take more than 6 months and will be used to pay off the short-term loan from Balcombe Parish Council and to create a contingency fund

x 6 month loan costs are a contingency item at the outset in case there is a gap between tenants (although we very much hope this will be avoided)

x Loans are agreed at commercial rates. For the purpose of the model we have assumed a rate of interest of 4%. It is also assumed that the VAT short term loan will be repaid over 6 months, and that the long term loan will be repayable over a 15 year period.

x Shares are the value expected to be raised from members. Any donations to the Society will reduce the amount required to be raised from members.

Summary of position at point of purchase

Costs: £ Funded by: £ Property purchase 350,000 Loans 100,000 Bid related costs (excl. VAT) 5,422 Shares 325,000 SDLT and legal (excl. VAT) 16,150 Short term loan for VAT 46,000 Insurance, stock etc. (excl. VAT) 4,000 Grants 2,500 Refurbishment 20,000 Recoverable VAT 69,353 6 month loan costs 5,128

TOTAL 470,053 TOTAL 473,500 Excess Funds 3,447


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Cashflow The projection below shows the initial purchase and refurbishment work followed by a 5-year period to establish the business. From year 6 it is anticipated that the Society will able to make interest payments to members and will have sufficient reserves so as to be able to withdraw some shares if requested. The payment of interest and the right to withdraw shares will be at the discretion of the Management Committee, as described above. Cashflow Year

1 2 3 4 5 6 7 8 9 10 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

Shares 325,000 Loans 146,000 Tenant deposit 5,000 VAT recovered 69,353 3,000 3,000 4,000 4,000 4,000 4,400 4,400 4,400 4,800 Rental income 15,000 15,000 15,000 20,000 20,000 20,000 22,000 22,000 22,000 24,000

Total Inflows 560,353 18,000 18,000 24,000 24,000 24,000 26,400 26,400 26,400 28,800

Acquisition costs -375,572 Refurb and essential -20,000 Total VAT costs (recoverable) -69,353 -3,000 -3,000 -4,000 -4,000 -4,000 -4,400 -4,400 -4,400 -4,800

Loan servicing costs -10,256 -8,876 -8,876 -8,876 -8,876 -8,876 -8,876 -8,876 -8,876 -8,876 Repay short term loan -46,000 0 Contingency set-up -23,000

Share interest payments -6,630 -6,630 -6,630 -6,630 -6,630 Share withdrawal allowance -13,000 -6,500 -6,500 -6,500 -6,500 Management Committee expenses -1,000 -1,000 -1,000 -1,000 -1,000 -1,000 -1,000 -1,000 -1,000 Taxation 0 -916 -2,101 -3,145 -3,190 -1,912 -2,361 -2,412 -2,466

Total Outflows -544,181 -12,876 -13,792 -15,977 -17,021 -36,696 -29,318 29,767 -29,819 -30,272

Net Flow 16,172 5,124 4,208 8,023 6,979 -12,696 -2,918 -3,367 -3,419 -1,472

Opening Balance 0 16,172 21,295 25,503 33,526 40,505 27,809 24,891 21,524 18,105 Closing Balance 16,172 21,295 25,503 33,526 40,505 27,809 24,891 21,524 18,105 16,633

Assumptions x Members elect to waive their right to interest on one third of all investments made x No interest payments are made to members in the first 5 years, and then at a rate of 3% x Shares are not withdrawn for the first 5 years, and then at a rate of 3% of the total share capital per

year (6% in year 6) x Short term and long term loans receive 4% interest. Short term loan is repayable within 6 months.

Long term loan is repayable over 15 years.


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Appendices Appendix 1: Application for Membership form Appendix 2: Rules Appendix 3: Management Committee Code of Conduct


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Balcombe Community Pub Limited A Community Benefit Society, registration no. 7450

Application for Membership

I wish to apply for membership of Balcombe Community Pub Limited (the Society), and I would like

to purchase shares at £1 per share, being a total of £ (minimum £250, maximum

£100,000). (Payment must be for the full value of the shares you wish to buy.)

I would like to waive any interest upon of my shares which might otherwise be payable.

I include my payment herewith / I would like to make my payment electronically

(delete as applicable)

Cheques should be made out to Balcombe Community Pub Limited. Account details will be forwarded to those seeking to make an electronic payment. I confirm that I am at least 16 years of age. I have read and agree to the attached community shares offer document and the Rules of the Society. I understand that the Society’s management committee may reject my application and does not have to tell me why it has been rejected. Signature ………………………….…………………….. Date …………………………………………..

Full Name ……………….………………………………. Telephone ……………………………………

Address……………..……….………………………………………………………………...................................

…………….………………..…………………………………………. Post Code ……………………………………

E-mail address ……………………………………………………….…………………………………………………

I agree that if I wish to cancel my application at a later date I should write to the Secretary of the Society at Hillside, London Road, Balcombe, West Sussex, RH17 6HS, within 14 days of submission of my application.

By requesting that I become an investing member of Balcombe Community Pub Limited (BCPL), I agree to my name, address, phone number, email address (where applicable) and the number of shares I wish to purchase being held on a computer database by BCPL. I understand that this information will be used for the purpose of maintaining a register of members and potential members as required by the Rules of the Society, for posting of notices regarding the activities of BCPL and will not be passed to third parties (unless required by law). To ensure compliance with the Money Laundering Regulations 2003, BCPL may at its absolute discretion require verification of identity from any person(s) seeking to invest.

Registered Office: Hillside, London Road, Balcombe, West Sussex RH17 6HS

Appendix 1


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The Rules of:

Balcombe Community Pub Limited

(adopting, with minor changes, the Plunkett Foundation Model Rules)

Appendix 2


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1 INTRODUCING THE SOCIETY AND THE RULES

Name 1.1 The society is called Balcombe Community Pub Limited. It is called “the Society” in

these Rules.

Registration 1.2 The Society is registered under the law as a society for the benefit of the community

with the Financial Conduct Authority. Its registered office is Hillside, London Road, Balcombe, RH17 6HS.

Why the Society exists 1.3 The Society exists in order to carry on business for the benefit of the community. This

is the Society’s Purpose.

Commitments 1.4 The Society is committed to:

1.4.1 trading for the benefit of the community, and not for anyone’s private benefit;

1.4.2 retaining profits and applying profit to advance the Society’s Purpose.

Governing documents 1.5 These Rules set out the way in which the Society is owned, organised and governed.

1.6 In addition to the Rules, the Management Committee may make other provisions concerning how the Society operates, such as a code of conduct for the Management Committee. Such provisions must not be inconsistent with the Rules.

1.7 In the Rules

1.7.1 words starting with a capital letter (like Rules) refer to something specific, and the Appendix at the end of the Rules identifies the rule which makes this apparent; and

1.7.2 words which are highlighted in italics (like partner) have a special meaning and the Appendix lists all of these words and explains what they mean.


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2 GOVERNANCE

Overview 2.1 The Society has Members, a Management Committee, and a Secretary.

Members 2.2 Membership is the means by which the Society is owned by the community.

Membership provides Members with access to information, a voice in the Society, and the opportunity to be elected to a representative role in its governance.

Information 2.3 Members are entitled to receive information about the Society and its business, as

provided in the Rules.

Voice 2.4 Members have a voice in the Society’s affairs as provided in the Rules, by:

2.4.1 attending, speaking and submitting motions to be considered at Members’ Meetings;

2.4.2 voting at Members’ Meetings;

2.4.3 electing representatives to the Management Committee.

Representation 2.5 Subject to qualification criteria, Members may stand for election to the Management

Committee.

Management Committee 2.6 Subject to the Rules, the Management Committee manages the affairs of the Society

and may exercise all of its powers.

2.7 The Management Committee is collectively responsible for everything done by or in the name of the Society, but on that basis it may:

2.7.1 employ a manager or any other staff it considers to be necessary and appropriate;

2.7.2 delegate to any employee responsibility for day-to-day management of some or all of the Society’s business;

2.7.3 authorise members of the Management Committee to deal with specific matters;

2.7.4 make use of the services of volunteers.

2.8 The Management Committee may, with the approval of a resolution of the Members at a Members’ Meeting, arrange for the management of the business of the Society to be carried out by a third party.


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Secretary 2.9 The Secretary is secretary to the Society, and acts as secretary to the Management

Committee.

3 MEMBERS 3.1 The Society shall encourage people to become Members, and to that end, the

Management Committee shall

3.1.1 maintain a Membership Strategy for that purpose;

3.1.2 report to the Members at the Annual Members’ Meeting on the state of the Society’s membership and on the Membership Strategy.

3.2 The Members of the Society are those whose names are listed in its Register of Members.

3.3 Membership is open to any person (whether an individual, a corporate body or the nominee of an unincorporated organisation) who completes an application for membership in the form required by the Management Committee and:

3.3.1 is over 16 years of age;

3.3.2 supports the Society’s Purpose;

3.3.3 pays for the minimum number of shares required by the Rules;

3.3.4 agrees to pay an annual subscription (if there is one); and

3.3.5 whose application is accepted by the Management Committee.

3.4 The Management Committee may refuse any application for membership at its absolute discretion.

3.5 A Member which is a corporate body shall appoint a representative to attend Members’ Meetings on its behalf, and otherwise to take part in the affairs of the Society. Such appointment shall be made in writing, signed on behalf of the governing body of the corporate body.

3.6 The Management Committee may divide Members into constituencies, based on geography, the nature of their interest in the society, or any other relevant factor. If Members are divided into constituencies:

3.6.1 the Members in each constituency will be able to elect at least one representative from amongst their number to the Management Committee;

3.6.2 no person may be a Member within more than one constituency; and

3.6.3 the Secretary shall make any final decision about the constituency which a Member belongs to.


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Cessation of Membership

3.7 A person ceases to be a Member of the Society in the following circumstances:

3.7.1 they resign in writing to the Secretary;

3.7.2 being an individual, they die;

3.7.3 being a corporate body, they cease to exist;

3.7.4 being a nominee of an unincorporated organisation, the organisation replaces them as its nominee;

3.7.5 they are expelled from membership under the Rules;

3.7.6 the Secretary removes them from the Register of Members, after completing procedures approved by the Management Committee on the grounds that:

3.7.6.1 the Society has lost contact with the Member; or

3.7.6.2 the person no longer wishes to continue to be a Member.

3.8 A Member may be expelled by a resolution approved by not less than two-thirds of the members of the Management Committee present and voting at a Management Committee Meeting. The following procedure is to be adopted.

3.8.1 Any Member may complain to the Secretary in writing that another Member has acted in a way detrimental to the interests of the Society.

3.8.2 If a complaint is made, the Management Committee may itself consider the complaint having taken such steps as it considers appropriate to ensure that each Member’s point of view is heard and may either:

3.8.2.1 dismiss the complaint and take no further action; or

3.8.2.2 for a period not exceeding twelve months suspend the rights of the Member complained of to attend Members’ Meetings and vote under the Rules;

3.8.2.3 arrange for a resolution to expel the Member complained of to be considered at the next Management Committee Meeting.

3.8.3 If a resolution to expel a member is to be considered at a Management Committee Meeting, details of the complaint must be sent to the Member complained of not less than one calendar month before the meeting with an invitation to answer the complaint and attend the meeting.

3.8.4 At the meeting the Management Committee will consider evidence in support of the complaint and such evidence as the Member complained of may wish to place before them.

3.8.5 If the Member complained of fails to attend the meeting without due cause, the meeting may proceed in their absence.

3.8.6 A person expelled from membership will cease to be a member upon the declaration by the Chairperson of the meeting that the resolution to expel them is carried.


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3.9 No person who has been expelled from membership is to be re-admitted except by a resolution carried by the votes of not less than two-thirds of the members of the Management Committee present and voting at a Management Committee Meeting.

4 MEMBERS’ MEETINGS 4.1 Every year, the Society shall hold an Annual Members’ Meeting, within six months of

the close of the financial year.

4.2 Any other Members’ Meetings are Special Members’ Meetings.

4.3 The Management Committee (except where otherwise provided in the Rules) convenes Members’ Meetings, and decides the date, time and place of any Members’ Meeting and of any adjourned meeting.

Annual Members’ Meeting 4.4 The functions of the Annual Members’ Meeting shall include:

4.4.1 receiving from the Management Committee the Annual Accounts for the previous financial year; a report on the Society’s performance in the previous year, and plans for the current year and the next year;

4.4.2 receiving from the Management Committee a report on the state of the membership and the Membership Strategy;

4.4.3 appointing any financial Auditors, and external Auditors of any other aspect of the performance of the Society;

4.4.4 declaring the results of elections of those who are to serve on the Management Committee;

4.4.5 Any other business included in the notice convening the meeting.

Special Members’ Meetings 4.5 Special meetings are to be convened by the Secretary either by order of the

Management Committee, or if a written requisition signed by not less than 12 Members or 10% of all Members (whichever is less) is delivered, addressed to the Secretary, at the Society’s registered office.

4.6 Any requisition must state the purpose for which the meeting is to be convened. If the Secretary is not within the United Kingdom or is unwilling to convene a special meeting, any member of the Management Committee may convene a Members’ meeting.

4.7 A special meeting called in response to a Members’ requisition must be held within 28 days of the date on which the requisition is delivered to the registered office. The meeting is not to transact any business other than that set out in the requisition and the notice convening the meeting.


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Notice of Members’ Meetings 4.8 Notice of a Members’ Meeting is to be given at least 14 clear days before the date of the

meeting, by notice prominently displayed at the registered office, all of the Society’s places of business, and such other places as the Management Committee decides.

4.9 The notice must state whether the meeting is an Annual Members’ Meeting or Special Members’ Meeting, give the time, date and place of the meeting, and set out the business to be dealt with at the meeting.

Procedure at Members’ Meetings 4.10 Members’ Meetings are open to all Members. The Management Committee may invite

particular individuals or representatives of particular organisations to attend a Members’ Meeting.

4.11 Before a Members’ Meeting can do business, a minimum number of Members (a quorum) must be present. Except where these Rules say otherwise a quorum is present if 5 Members or 10% of the Members entitled to vote at the meeting (whichever is greater) are present.

4.12 If no quorum is present within half an hour of the time fixed for the start of the meeting, the meeting shall be dissolved if it has been requisitioned by the Members. Any other meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such time and place as the Management Committee determine. If a quorum is not present within half an hour of the time fixed for the start of the adjourned meeting, the number of Members present during the meeting is to be a quorum.

4.13 The Chairperson, or in their absence another member of the Management Committee (to be decided by the members of the Management Committee present), shall chair a Members’ Meeting. If neither the Chairperson nor any other member of the Management Committee is present, the Members present shall elect one of their number to be Chairperson.

4.14 The Chairperson may, with the consent of the meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place. But no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. No notice of an adjourned meeting needs to be given unless the adjournment is for 21 days or more.

Voting at Members’ Meetings 4.15 Subject to these Rules and to any Act of Parliament, a resolution put to the vote at a

Members’ Meeting shall, except where a poll is demanded or directed, be decided upon by a show of hands.

4.16 The Management Committee may introduce arrangements for Members to vote by post, or by using electronic communications.

4.17 On a show of hands and on a poll, every Member present is to have one vote. Where postal or electronic voting arrangements have been introduced, every Member who has


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voted by such method shall also have one vote. In the case of an equality of votes, the Chairperson of the meeting is to have a second or casting vote.

4.18 Unless a poll is demanded, the Chairperson of the meeting will declare the result of any vote, which will be entered in the minute book. The minute book will be conclusive evidence of the result of the vote.

4.19 A poll may be directed by the Chairperson of the meeting or demanded, either before or immediately after a vote by show of hands, by not less than one-tenth of the Members present at the meeting. The Chairperson of the meeting shall decide how a poll is taken.

4.20 Unless these Rules or an Act of Parliament say otherwise, all resolutions are to be decided by a simple majority of the votes cast.

4.21 A resolution in writing signed by all the Members for the time being entitled to vote at a Members’ Meeting shall be valid and effective as if it had been passed at a Members’ Meeting duly convened and held. Such a resolution may consist of several documents in the same form each signed by one or more Members.

5 MANAGEMENT COMMITTEE Composition of the Management Committee 5.1 The Management Committee shall comprise not less than three and not more than

fifteen persons, who shall mainly be elected by and from the Members. Not more than one quarter of the Management Committee may comprise persons co-opted by the Management Committee.

5.2 If Members are divided into constituencies, the Management Committee shall include persons elected by and from the Members in each constituency, and the Management Committee shall strive to ensure that its composition appropriately reflects the various constituencies.

5.3 If the size of the Management Committee falls below three, it may act only for the purpose of calling a Members’ Meeting, the business of which shall be the election of new members to the Management Committee, and not for any other purpose.

Elections, appointments and removals 5.4 Elected members of the Management Committee hold office for a period commencing

immediately after the Members’ Meeting at which their election is declared, and ending at the conclusion of the third Annual Members’ Meeting after that.

5.5 Co-opted members of the Management Committee serve until the next Annual Members’ Meeting.

5.6 A person retiring from office shall be eligible for re-election or re-appointment.

5.7 Elections shall be carried out in accordance with procedures determined by the Management Committee.


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5.8 Only a Member over the statutory minimum age may be elected or appointed to serve on the Management Committee.

5.9 The Management Committee will adopt a code of conduct, and every member of the Management Committee must comply with the terms of such code of conduct.

5.10 A member of the Management Committee shall immediately vacate their office if they:

5.10.1 resign their office in writing to the Secretary;

5.10.2 cease to be a Member;

5.10.3 become bankrupt or subject to a disqualification order made under the Company Directors Disqualification Act 1986;

5.10.4 are removed from office by a resolution passed by a two-thirds majority of those voting at a meeting of the Management Committee, on the grounds that in the opinion of the Management Committee, they are in serious breach of the Management Committee’s code of conduct or have not performed the duties which they agreed to perform or which they could reasonably have been expected to perform and it is not in the interests of the Society that they should continue in office.

5.11 The Management Committee shall elect from amongst themselves a Secretary, Chairperson Vice-Chairperson and a Treasurer. These officers shall have such functions as the Rules or the Management Committee specify, and they shall serve until they are removed or replaced by the Management Committee, or until they resign.

Meetings of the Management Committee 5.12 The Management Committee shall hold such meetings as it considers appropriate to

discharge its roles and responsibilities.

5.13 Every meeting of the Management Committee shall be chaired by the Chairperson, or in their absence the Vice-Chairperson, or in their absence another member of the Management Committee chosen by those present.

5.14 Three members of the Management Committee shall comprise a quorum.

5.15 Members of the Management Committee may be counted in the quorum, participate in and vote at meetings of the Management Committee by telephone, video or other electronic means.

5.16 Unless the Rules provide otherwise, in the event of a decision to be made by a vote at meetings of the Management Committee, the decision shall be decided by a majority of votes. Each member of the Management Committee shall have one vote, and in the event of a tied vote, the Chairperson of the meeting shall have a second or casting vote.

5.17 A resolution signed by all the members of the Management Committee has the same effect as a resolution validly passed at a meeting of the Management Committee. Each member of the Management Committee may sign a separate copy of the resolution and send a signed copy to the Secretary by email or other electronic means.


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Disclosure of Interests 5.18 A member of the Management Committee shall declare an interest and shall not vote

in respect of any matter in which they, or their spouse or partner or immediate relative, have a personal financial or other material interest. If they do vote, their vote shall not be counted.

Remuneration 5.19 Members of the Management Committee are not entitled to any remuneration, but they

may be reimbursed for reasonable expenses incurred in connection with the Society’s business.

Secretary 5.20 The Management Committee appoints and may remove the Secretary, and decides the

terms of the appointment and whether any remuneration is to be paid.

5.21 A person does not have to be a Member in order to be appointed Secretary, and a member of the Management Committee may be appointed Secretary. However a person employed to carry out other services may not be appointed Secretary.

5.22 The Secretary

5.22.1 has the functions set out in the Rules and any other functions which the Management Committee assigns;

5.22.2 acts as Returning Officer at and is responsible for the conduct of all elections described in the Rules;

5.22.3 has absolute discretion to decide any issue or question which the Rules require the Secretary to decide.

6 REPORTING Preparation of Accounts 6.1 In respect of each year of account, the Management Committee shall cause Annual

Accounts to be prepared which shall include:

6.1.1 a revenue account or revenue accounts which singly or together deal with the affairs of the Society as a whole for that year and which give a true and fair view of the income and expenditure of the Society for that year; and

6.1.2 a balance sheet giving a true and fair view as at the date thereof of the state of the affairs of the Society.

Auditors and Audit 6.2 At each Annual Members’ Meeting where, as a result of the provisions of the Co-

operative and Community Benefit Societies Act 2014 the Society has the power to decide not to appoint an Auditor or Auditors to audit its Annual Accounts, a resolution shall be put to the Members to decide whether or not they wish to exercise the power.


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6.3 Where required by law or the decision of the Members, the Society shall appoint in each year a qualified Auditor or Auditors to be the Auditors, and the following provisions shall apply to them.

6.3.1 The accounts of the Society for that year shall be submitted to them for audit as required by the law.

6.3.2 They shall have all the rights and duties in relation to notice of, and attendance and right of audience at Members’ Meetings, access to books, the supply of information, reporting on accounts and otherwise, as are provided by the law.

6.3.3 Except where provided in the Rules, they are appointed by the Annual Members’ Meeting, and the provisions of the law shall apply to the re-appointment and removal and to any resolution removing, or appointing another person in their place.

6.3.4 Their remuneration shall be fixed by the Management Committee in accordance with the Act.

6.4 The Management Committee may fill any casual vacancy in the office of Auditor until the next following Members’ Meeting.

Presentation of Accounts 6.5 The Management Committee shall present the Annual Accounts and reports of the

business and affairs of the Society to the Annual Members’ Meetings.

6.6 The Management Committee shall lay Annual Accounts before the Annual Members’ Meeting showing respectively the income and expenditure for and the state of the affairs of the Society as at the end of the Society’s most recent financial year (or of such other period as the Management Committee may decide).

Publication of Accounts and Balance Sheets 6.7 Subject to the law, the Management Committee must not cause to be published any

revenue account or balance sheet unless it has previously been audited by the Auditors unless the power in 6.2 not to appoint Auditors has been exercised and in its place an audit has been substituted by an accountant’s report or lay auditors’ report. Every revenue account and balance sheet published must be signed by the Secretary and by two members of the Management Committee acting on behalf of the Management Committee.

Copy of Balance Sheet to be Displayed 6.8 The Society must keep a copy of the last balance sheet for the time being, always

displayed in a conspicuous place at its registered office together with the report of the Auditors if appointed.


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Annual Return to be sent to Financial Conduct Authority 6.9 The Society must, within the time allowed by legislation in each year, send to the

Financial Conduct Authority a general statement in the prescribed form, called the annual return, relating to its affairs during the period covered by the return, together with a copy of:

6.9.1 the Society’s financial statements for the period included in the return; and

6.9.2 the report of the Auditors thereon if Auditors have been appointed.

and the most recent annual return of the Society shall be made available to any Member by the Secretary on request in writing free of charge.

7 CHANGE Alterations to Rules 7.1 No new rule shall be made, nor shall any of the Rules be amended, unless it is approved

by a two-thirds majority of the votes cast at a Special Members’ Meeting.

7.2 Notice of such a Special Members’ Meeting shall specify the rules to be amended, and set out the terms of all amendments or new rules proposed.

7.3 No amendment to any of the Rules and no new rule shall be valid until registered.

7.4 The Management Committee may change the situation of the Society’s registered office. The Society will send notice of any such change to the Financial Conduct Authority.

Restriction on use 7.5 Pursuant to regulations made under section 29 of the Co-operative and Community

Benefit Societies Act 2014:

7.5.1 All of the Society's assets are subject to a restriction on their use.

7.5.2 The Society must not use or deal with its assets except:

7.5.2.1 where the use or dealing is, directly or indirectly, for a purpose that is for the benefit of the community;

7.5.2.2 to pay a Member of the Society the value of their withdrawable share capital or interest on such capital;

7.5.2.3 to make a payment pursuant to section 39 (proceedings on death of nominator), 40 (provision for intestacy) or 36 (payments in respect of mentally incapable persons) of the Co-operative and Community Benefit Societies Act 2014;

7.5.2.4 to make a payment in accordance with the Rules of the Society to trustees of the property of bankrupt Members or, in Scotland, Members whose estate has been sequestrated;

7.5.2.5 where the Society is to be dissolved or wound up, to pay its creditors; or


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7.5.2.6 to transfer its assets to one or more of the following: (a) a prescribed community benefit society whose assets have

been made subject to a restriction on use and which will apply that restriction to any assets so transferred;

(b) a community interest company;

(c) a registered social landlord which has a restriction on the use of its assets which is equivalent to a restriction on use and which will apply that restriction to any assets so transferred;

(d) a charity (including a community benefit society that is a charity); or

(e) a body, established in Northern Ireland or a State other than the United Kingdom, that is equivalent to any of those persons.

7.5.3 Any expression used in this Rule which is defined for the purposes of regulations made under section 29 of the Co-operative and Community Benefit Societies Act 2014 shall have the meaning given by those regulations.

Transfers of Engagements 7.6 The Society may, by special resolution passed at a Special Members’ Meeting in

accordance with the Rules and in the way required by the law, amalgamate with or transfer its engagements to any society or convert itself into a company. Nothing in this Rule shall entitle the Society to amalgamate with, transfer its engagements to or convert itself into a type of body that is not listed in Rule 7.5.2.6.

7.7 The Society may also accept a transfer of engagements and assets from any society by resolution of the Management Committee or of a Members’ Meeting, as the Management Committee shall decide.

Dissolution 7.8 The Society may be dissolved by an Instrument of Dissolution or by winding up in the

way required by the law. If on the solvent dissolution or winding up of the Society there remain, after the satisfaction of all its debts and liabilities and the repayment of the paid-up share capital, any assets whatsoever, such assets shall be transferred in accordance with the provisions above headed “Restrictions on use”.

7.9 Subject to those provisions, such assets shall be transferred to one or more community organisations that support the objects of the Society chosen by the Members at a Members’ Meeting, which may include any society established by the Plunkett Foundation for the purpose of the creation, promotion and development of community-owned enterprises.


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8 SHARE CAPITAL 8.1 The Society has shares of £1 each. 8.2 Application for shares shall be made to the Management Committee, and is subject to

any maximum permitted by law. Shares shall be paid for in full on application.

8.3 The minimum shareholding shall be 250 shares. The Society may from time to time make a public share offer, and any such offer may specify a minimum number of shares.

8.4 Shares are not transferable except on death or bankruptcy, and are withdrawable at the sole discretion of the Management Committee in accordance with the Rules as follows:

8.4.1 shares may be withdrawn by Members who have held them for a minimum period of three years or such other period as the Management Committee decides;

8.4.2 application for withdrawal shall be made on not less than three months’ notice, on a form approved by the Management Committee;

8.4.3 the Management Committee may specify a maximum total withdrawal for each financial year;

8.4.4 All withdrawals must be funded from trading profits, reserves or new share capital raised from Members, and are at the absolute discretion of the Management Committee having regards to the long term interests of the Society, the need to maintain prudent reserves, and the Society’s commitment to community benefit. If any withdrawal is to be funded from reserves, the Management Committee must be satisfied that:

8.4.4.1 as a result of such withdrawal there will be no ground upon which

the Society could then be found to be unable to pay (or otherwise discharge) its debts; and

8.4.4.2 the Society will be able to pay (or otherwise discharge) its debts as

they fall due during the year immediately following the withdrawal.

8.4.5 all withdrawals shall be paid in the order in which the notices were received, up to a maximum total withdrawal specified for the financial year, following which no further withdrawals may be made;

8.4.6 except where a Member intends to terminate their membership, they shall not be permitted to withdraw shares leaving them with less than the minimum required by the Rules;

8.4.7 the Management Committee may waive the notice required for a withdrawal and may direct payment to be made without notice or on such shorter notice as it considers appropriate;


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8.4.8 the Management Committee may suspend the right to withdraw either wholly or partially, and either indefinitely or for a fixed period. The suspension shall apply to all notices of withdrawal which have been received and remain unpaid at the time. Where the suspension is for a fixed period, it may be extended from time to time by the Management Committee;

8.4.9 during any period when the right of withdrawal has been suspended, the shares of a deceased Member may, if the Management Committee agrees, be withdrawn by their personal representatives on giving such notice as the Management Committee requires;

8.4.10 the Society may deduct such reasonable sum to cover administrative costs of withdrawal from the monies payable to a Member on the withdrawal of shares.

8.5 The Society may (but is under no obligation to) pay interest to holders, as compensation for the use of such funds, subject to the following:

8.5.1 any payment of interest must be from trading profits and is at the discretion of the Management Committee having regard to the long term interest of the Society, the need to maintain prudent reserves and the Society’s commitment to community benefit;

8.5.2 the rate of interest to be paid in any year is to be approved by resolution of the Members at the Annual Members’ Meeting, and shall not in any event exceed a rate which is necessary in the opinion of the Management Committee to obtain and retain capital required to carry on the Society’s business;

8.5.3 the Management Committee may decide that interest shall not be paid in relation to holdings of shares below a minimal level.

8.6 On the solvent winding-up of the Society, holders of shares will have no financial entitlement beyond the payment of outstanding interest and repayment of paid up share capital of withdrawable shares only.

8.7 In the event that a Member resigns from membership, is removed from the Register of Members, or is expelled in accordance with the Rules, shares held by them at the date of resignation, removal or expulsion shall thereupon become a loan, repayable to the former Member by the Society. The terms of repayment shall be those applying to the withdrawal of share capital set out in the Rules, and notice of withdrawal shall be treated as having been given at the point of resignation, removal or expulsion. For the avoidance of doubt, when a Member ceases to be a Member for whatever reason, any non-withdrawable shares held by that person shall be cancelled without payment or reimbursement to that Member in respect of those shares and capital paid up on those shares shall become the property of the Society.


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9 ADMINISTRATIVE Purpose, objects and powers 9.1 The Society’s Purpose is to carry on business for the benefit of the community.

9.2 The Objects of the Society are, in accordance with its Purpose as follows:

To carry on business for the benefit of the community by:

9.2.1 dealing in, producing, creating, supplying and providing, property, goods and services of all kinds; and

9.2.2 engaging, as principals or agents, in any other business, trade, industry or activity which seems to the Society directly or indirectly conducive to the good of the community; and

9.2.3 securing, so far as the Management Committee shall consider reasonably practicable, and by such means as the Management Committee shall approve, the continued use as a public house (together with such ancillary uses as the Management Committee may from time to time approve) of the premises known as ‘The Half Moon’ in the parish of Balcombe, in the County of Sussex.

9.3 The Society has the power to do anything which appears to it to be necessary or desirable for the purposes of or in connection with its Objects.

9.4 In particular it may:

9.4.1 acquire and dispose of property;

9.4.2 enter into contracts;

9.4.3 employ staff;

9.4.4 make use of the services of volunteers;

9.4.5 receive donations or loans free of interest for its Objects.

9.5 Any power of the Society to pay remuneration and allowances to any person includes the power to make arrangements for providing, or securing the provision of pensions or gratuities (including those payable by way of compensation for loss of employment or loss or reduction of pay).

9.6 The Society shall not accept deposits or conduct any activity that constitutes a ‘regulated activity’ for the purposes of the Financial Services and Markets Act 2000 and 2012 without first applying for, and obtaining, authorisation for the conduct of any such activity.


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Borrowing 9.7 Subject to the approval of the Management Committee, the Society may borrow money

from its members and others for the purposes of or in connection with its Objects, providing that the amount outstanding at any one time shall not exceed £10,000,000.

9.8 The Society shall have the power to mortgage or charge any of its property, assets and undertakings, and to issue loan stock, debentures and other securities for money borrowed or for any contracts of the Society or its customers or persons or corporations having dealings with the Society under whatever security or conditions the Management Committee determine are necessary to obtain the capital required to fulfil the society’s objects.

Investments 9.9 Subject to any restriction imposed by resolution of any Members’ Meeting, the

Management Committee may invest any part of the capital and funds of the Society in any manner which the Management Committee may from time to time determine.

Books of Account 9.10 The Management Committee shall cause to be kept proper books of account with

respect to the transactions of the Society, its assets and liabilities, and shall establish and maintain a satisfactory system of control of the books of account, the cash holdings and all receipts and remittances of the Society in accordance with the law.

Treatment of Profits 9.11 The profits of the Society shall not be distributed either directly or indirectly in any

way whatsoever among Members, but shall be applied:

9.11.1 to maintain prudent reserves;

9.11.2 social payments furthering the objects of the Society;

9.11.3 on expenditure in carrying out the Society’s Objects.

Minutes 9.12 The Management Committee shall cause proper minutes to be made of all Members’

Meetings, meetings of the Management Committee and of any sub-committees. All such minutes shall be open to inspection by any Member at all reasonable times.

Settlement of Disputes 9.13 Any dispute, between the Society or an officer of the Society on the one hand and a

Member or a person who has for not more than six months ceased to be a Member on the other hand, as to the interpretation of or arising out of the Rules shall (except as otherwise provided in the Rules) be referred, in default of agreement between the parties to the dispute, to a person appointed by the Chief Executive of the Plunkett Foundation, on application by any of the parties. The person so appointed shall act as sole arbitrator in accordance with the Arbitration Act 1996 or the Arbitration (Scotland) Act 2010 and such person’s decision shall (including any decision as to the costs of the arbitration) be final.


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Register of Members 9.14 The Society shall keep at its registered office a register of Members as required by the

law. Any Member wishing to inspect the register (or any part of it) shall provide the Society with not less than 14 days’ prior notice given in writing to the Secretary at the Society’s registered office.

Copies of Rules and Regulations 9.15 The Secretary will provide a copy of the Rules to any person who demands it, and may

charge a sum (not exceeding the maximum allowed by the law) for providing such a copy.

Management Committee’s and Officers’ Indemnity 9.16 Members of the Management Committee and the Secretary who act honestly and in

good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their functions, save where they have acted recklessly. Any costs arising in this way will be met by the Society. The Society may purchase and maintain insurance against this liability for its own benefit and for the benefit of members of the Management Committee and the Secretary.

Deceased and bankrupt members 9.17 Upon a claim being made by the personal representative of a deceased Member or the

trustee in bankruptcy of a bankrupt Member, any property to which the personal representative or trustee in bankruptcy has become entitled may be used as the personal representative or trustee in bankruptcy may direct.

9.18 A Member may in accordance with the law nominate any person or persons to whom any of their property in the Society at the time of their death shall be transferred, but such nomination shall only be valid to the extent for the time being provided by the law. On receiving satisfactory proof of the death of a Member who has made a nomination the Society shall, in accordance with the law, either transfer or pay the full amount of such property to the person so nominated.


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10 START-UP PROVISIONS 10.1 The first Members of the Society shall be those who signed the application for

registration.

10.2 The first Members shall appoint the first Management Committee who shall serve until the first Annual Members’ Meeting.

10.3 At the conclusion of the first Annual Members’ Meeting, all the members of the first Management Committee shall retire.

10.4 Those elected to replace them as members of the Management Committee shall take office immediately after the conclusion of the first Annual Members’ Meeting, and the following provisions shall apply to them.

10.4.1 One third of those so elected, who obtained the highest number of votes, shall serve until the conclusion of the fourth Annual Members’ Meeting.

10.4.2 One third who obtained the next highest number of votes shall serve until the conclusion of the third Annual Members’ Meeting.

10.4.3 The remainder of those elected shall serve until the conclusion of the second Annual Members’ Meeting.

11 SIGNATURES OF MEMBERS

Signatures of Members Full Names and Addresses Date …………………………………….

…………………………………….

…………………………………….

Signature of Secretary

…………………………………….


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APPENDIX 1 The Rules should be read and understood on the basis of what is set out below.

2 Words in the singular include the plural, and words in the plural include the singular.

3 Any reference to legislation includes any subsequent enactments, amendments and modifications, or any subordinate legislation.

4 The section, rule and paragraph headings are inserted for convenience only and shall not affect the interpretation of the Rules.

5 The following words and phrases have the special meaning set out below:

“company” a company registered with limited liability under the

Companies Act 2006 or any previous Companies Act, or under any law of the country where it is situate whereby it acquires the right of trading as a body corporate with limited liability

“Financial Conduct Authority”

Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS

“partner” a person living with another in the same household as a couple, irrespective of their sex or sexual orientation

“Plunkett Foundation”

Plunkett Foundation, The Quadrangle, Woodstock, Oxfordshire, OX20 1LH

“society” a society registered with limited liability under the Co-operative and Community Benefit Societies Act 2014 or under any law of the country where it is situate whereby it acquires the right of trading as a body corporate with limited liability


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6 The following words or phrases are introduced in the Rule specified in each case:

Words or Phrases Rule Annual Members’ Meeting 4.1 Annual Accounts 6.1 Appendix 1.7.1 Auditor 6.2 Chairperson 5.11 Management Committee 2.1 Member 2.1 Members’ Meeting 4 Membership Strategy 3.1.1 Objects 9.2 Purpose 1.3 Register of Members 3.2 Rules 1.1 Secretary 2.1 Society 1.1 Special Members’ Meeting 4.2 Treasurer 5.11 Vice-Chairperson 5.11


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CODE OF CONDUCT FOR MEMBERS

OF THE MANAGEMENT COMMITTEE OF BALCOMBE COMMUNITY PUB LIMITED (“THE SOCIETY”)

Approved and adopted by the Management Committee on ……………

1 Purpose of this document 1.1 This document sets out the standard of personal behaviour and conduct

required of Committee Members. It is the Code of Conduct referred to in the Rules of the Society.

1.2 The Management Committee approved this Code of Conduct on the date set out above. As a condition of remaining a member of the Management Committee, all Committee Members agree to comply with this Code of Conduct.

1.3 A material breach of this Code of Conduct may result in removal from the Management Committee, as provided in the Rules.

2 Qualification and eligibility to be a Committee Member

2.1 The Rules set out the criteria by which an individual is qualified and eligible to be a Committee Member. A Committee Member shall notify the Chairperson immediately on becoming aware that they no longer fulfil, or may no longer fulfil any of these criteria.

3 Legal duties of Committee Members 3.1 Duty to obey the law and comply with the Rules

3.1.1 In carrying out their role, Committee Members are required to obey the law, and to comply with the Rules.

3.1.2 If in any doubt about this on any particular matter, a Committee Member should in the first place seek advice from the Chairperson.

3.2 Duty of good faith 3.2.1 Committee Members are required at all times to be truthful and

honest with each other, and with any other people with whom they have any contact as a Committee Member.

3.2.2 Committee Members are required at all times to act in the best interests of the Society. They have a responsibility to make known the views, concerns and aspirations of those whom they have been elected to represent; but any decision they make must be made in what each Committee Member honestly believes to be the best interests of the Society.

3.2.3 Committee Members owe a duty of undivided loyalty to the Society, which includes the following features.

Appendix 3


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Conflict of interest

3.2.3.1 Committee Members must not allow themselves to be in a situation where any other interest which they have comes into conflict with their duty as a Committee Member.

3.2.3.2 Committee Members must disclose or declare any interest as required by the Rules. If in any doubt about whether an interest should be disclosed or declared, a Committee Member should consult the Chairperson.

Gifts, benefits, discounts and hospitality, and use of suppliers

3.2.3.3 Committee Members must not use their position as Committee Member to secure any personal advantage.

3.2.3.4 Committee Members must not receive any personal benefits from suppliers or other third parties.

Confidentiality

3.2.4 Committee Members must treat any information which they receive as confidential, and must not disclose it to any third party without the express permission of an authorised representative of the Society.

Collective responsibility

3.2.5 Committee Members have a duty to support any decision of the Management Committee, whether or not they agree with or voted in favour of it.

3.3 Duty to be careful 3.3.1 Committee Members have a duty to take such care in carrying out

their responsibilities as a reasonable person would take in relation to their own affairs.

3.3.2 This includes attending meetings, preparing in advance for meetings by reading papers, asking for advice when it is needed, and attending any training provided by the Society.

Standards of behaviour

3.4 Committee Members are required at all times to treat each other, and any other people with whom they have any contact as a Committee Member, with dignity, respect and fairness.


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3.5 Committee Members should at all times work co-operatively with any employee or volunteer, and strive to make the governance arrangements work for the best interests of the Society.

3.6 Committee Members must not bring the Society into disrepute.

4 Non-compliance with this Code of Conduct 4.1 If a Committee Member commits a serious breach of this Code of Conduct, it

may result in removal by resolution of the requisite majority of the remaining Committee Members, as required by the Rules.

4.2 Before any resolution to remove a Committee Member may be considered by the remaining Committee Members at a meeting:

4.2.1 full details of the alleged material breach shall be put in writing, together with details of the grounds upon which it is considered not to be in the best interests of the Society for them to continue as a Committee Member, and sent to the Committee Member concerned to be received not less than 14 days before the meeting;

4.2.2 the Committee Member shall be given the opportunity to respond, in writing or in person at the meeting.

Documents

usiness Plan and Community Share Offer€¦ · Business Plan and Community Share Offer – Balcombe Community Pub Limited (a Community Benefit Society under the Co-operative and Community