Stretton Focus Limited

Rules - 2020

  1. Definitions and interpretation

“AGM”

 

the annual general meeting of the Company

“Articles”

 

the Articles of Association of the Company

“Awards Committee”

 

the persons from time to time designated by the Board to administer the Community Awards Scheme

“Board”

 

the board of directors of the Company

“Chairman”

 

the person appointed by the Board from time to time to act as its chairman.

“Community Award Scheme”

 

the scheme operated by the company to provide financial assistance to projects benefitting the community of the Strettons

“Company”

 

Stretton Focus Limited

“Deputy Chairman”

 

such person duly elected by the Board to act in the capacity of deputy chairman

“Director”

 

such person appointed by the Members at a general meeting to be a director of the Company and registered as such at Company’s House.

“Distribution Team”

 

those persons involved in the hand delivery of the Magazine to Subscribers

“Editorial Team”

 

those persons involved in determining the content to be published in the Magazine or on the Website and the manner of its display

“Finance Director”

 

shall be the Director appointed by the Board from time to time to have management and authority over the financial affairs of the Company.

“Magazine”

 

the Stretton Focus monthly magazine published by the Company

“Member”

 

such person or persons who shall be members of the company

“Occasional Purchase”

 

such purchases as do not form part of the monthly expenditure for the conduct of the Company’s business but which arise from time to time and are necessary to enable the Company to fulfil its purposes.

“Officer”

 

any person acting in a voluntary capacity in one or more of the key areas involved in the continuation of the Company’s business including editor, front cover editor, computer production of the Magazine, distribution manager, advertising manager and web editor.

“Purchases”

 

any purchase or expenditure incurred in the course of the regular monthly production or distribution of the Magazine or in the Company’s administration.

“Rules”

 

the rules set out in this document as amended from time to time.

“Schedule”

 

any of the schedules to this document

“Secretary”

 

the person appointed by the Board from time to time to be responsible for the administration of meetings of the company and maintaining the public records.

“the Strettons”

 

the community comprising Church Stretton, All Stretton, Little Stretton, Minton and the surrounding locality.

“Subscribers”

 

those persons who from time to time take out a subscription to the Magazine or to the Web Site

“Web Site”

 

shall be the Company’s web site at http://www.strettonfocus.co.uk

In any determination of the interpretation of the Rules and any and all of the definitions set out above it shall be deemed that the masculine shall include the feminine and the singular shall include the plural and vice versa.

 

Where any communication is required to be in writing this requirement shall be satisfactorily complied with where the required writing is contained in an e-mail or other electronic or digital communication.

  1. Introduction

2.1 The Company is governed by and regulated in accordance with the Articles as supplemented by the Rules

2.2 The Rules are subordinate to the Articles and in the event of any conflict between the Articles and the Rules the Articles shall take precedence.

2.3 The Rules are devised and kept under review by the Board and shall regulate the day to day management of the Company and the relationship between the Board and the Members.

2.4 The Rules as amended from time to time shall be binding upon the Members and shall be deemed to be communicated to the Members by the Board with effect from the time that a copy of the Rules shall be posted on the Web Site.

  1. Purpose of the Company

3.1 The primary purpose of the Company is to produce and publish the Magazine in printed format. The Magazine and other items of interest to the Strettons may also be published in such other media as the board shall determines from time to time.

3.2 The aim of the Magazine is to be the voice of the community as publisher and reporter, reflecting and contributing to life in the community of the Strettons.

3.3 It is recognised by the Board that whilst the Company is a commercial enterprise its primary purpose is not to generate a profit over and above that which is both necessary and prudent to ensure its effective continuance.

  1. Board

4.1 The manner of appointment of Directors is set out in the Articles. There shall be no fewer than two and no more than nine.

4.2 The Board shall seek to regulate its composition so that the skills and experience of the Directors as far as possible ensure the effective management and future progress of the Company.

4.3 Subject to the provisions set out in Schedule 1 the Board shall :

4.3.1 appoint Directors to fill the roles of Chairman Deputy Chairman and Finance Director.

4.3.2 appoint a Secretary.

4.3.3 appoint the Directors to the Award’s Committee and review such appointments on an annual basis.

  1. Board Meetings

5.1 The Board shall meet at least twice a year.

5.2  A minimum of two weeks notice shall be given of the date and time of a Board meeting unless each Director indicates to the Secretary in respect of any one meeting that this requirement is to be waived.

5.3 The quorum for a Board meeting shall be four Directors one of whom must either be the Chairman or the Deputy Chairman.

5.4 Each Director present at a Board meeting shall have one vote save that in the event of an equal number of votes both for and against a motion the chairman of the meeting shall have a second or casting vote .

5.5 Minutes of the meeting shall be taken and the minutes once agreed at a subsequent Board meeting or in special circumstances where all the Directors have indicated in writing to the Secretary that the draft minutes are a true and accurate record of the meeting shall be signed by the Chairman and retained as part of the Company’s records by the Secretary.

  1. Board Responsibilities

           The Board is responsible for:-

6.1 monitoring the financial performance of the company and taking such steps as the Directors deem necessary to ensure the continuing financial health of the company.

6.2 setting and keeping under review the policies of the company affecting the management of the company and compliance with statutory requirements and these policies shall include but are not limited to the Data Protection Policy, Editorial Policy, Scheme of Delegated Powers and Authority, Terms of Reference of the Awards Committee.

6.3 setting and keeping under periodic review the terms of office for the Chairman and Finance Director and such other key post as may from time to time requires specific terms of reference.

6.4 subject to the recommendation of the Finance Director appointing the auditors for the Company.

  1. Delegated Authority

7.1 The Chairman shall have overall responsibility for the day to day running of the Company and the recruitment and dismissal of volunteers assisting in the tasks required to achieve the Company’s purposes but may delegate such recruitment to an Officer or Officers for the area for which they have responsibility and in which the need for additional personnel arises.

7.2 Any Officer may make Purchases or Occasional Purchases required for an activity in which that Officer is directly engaged and upon production of the appropriate evidence of the expenditure to the Finance Director shall be reimbursed by direct transfer through internet banking.

7.3 Any Officer may make an Occasional Purchase up to the value of £250 provided that prior to incurring the expenditure the approval of the Finance Director has been obtained that the expenditure falls within an approved budget heading and/or that sufficient funds are available after all planned purchases in that budget category have been taken into consideration.

7.4 Any Officer may make an Occasional Purchase in excess of £250 only after obtaining authority so to do from the Chairman and the Finance Director.

  1. General Meetings

8.1 The quorum for a general meeting of the Company shall be 10 Members present at the commencement of the meeting.

8.2 The preferred method of notifying Members of a general meeting of the Company and providing any documentation relating thereto shall be by means of electronic mail.

8.3 A record of all those Members in attendance at a general meeting of the Company shall be maintained by the Secretary.

  1. Membership

9.1 A Member may resign his or her membership by notifying the Secretary in writing and the termination of the membership will be effective on receipt of such notice by the Secretary.

9.2 Any Member failing to attend two consecutive AGM’s shall automatically cease to be a Member unless a formal notice of apology for non attendance has been submitted in writing to the Secretary prior to any such absence.

 

Schedule 1 Appointment of Directors

Section A – The Chairman

  1. The Board and where possible the Chairman seeking to retire shall using their combined skills and experience to either choose from amongst their number or recruit from the local community a person who they judge to be the best at that time and in accordance with the current needs of the Company to carry out the duties of the Chairman.

  2. The person elected by the Board to act as their Chairman shall serve in that capacity for a period of 2 years and thereafter shall continue in office if re-elected annually by the Board at the board meeting when the annual accounts are submitted for approval.

  3. The election of a new Chairman by the Board shall be announced in the Magazine and formally notified to the Members at the next Annual General Meeting following such election.

Section B – The Finance Director

  1. The Board and where possible the Finance Director seeking to retire shall using their combined skills and experience to either choose from amongst their number or recruit from the local community a person who they judge to be the best at that time and in accordance with the current needs of the Company to carry out the duties of the Finance Director.

  2. The Board when appointing the Finance Director must bear in mind that the appointee apart from having the skills necessary to prepare the annual accounts and to guide the Board on the financial health of the Company must also have the requisite experience to utilise the Company’s finance and accounts computer software.

Section C – Directors

  1. The Board are collectively responsible for keeping its own composition under review in an endeavour to achieve a balance of skill and experience relevant to the Company’s interests.

  2. Whilst it is acknowledged that owing to the restrictions of seeking unpaid volunteers to take on the responsibility of becoming directors of the Company the Board’s ability to be prescriptive as far as the skills and experience of potential Board members is limited the Board members are required to use their best endeavours to ensure the continuity of the Board maintaining as far as possible a gender balance amongst its membership and a spread of skills and experience to preserve a high quality of corporate governance in the management of the Company.

  3. The Board will recommend to the Members at the AGM the election of those interim directors appointed since the last AGM.

  4. The Board will review its own composition prior to the AGM each year and inform the Members of those Directors who are retiring by rotation having fulfilled a three year term and who are seeking re-election for a further term.

Schedule 2 Stretton Focus Community Award Scheme

1. Definitions and Interpretation

In addition to the definitions in paragraph one to these Rules the following words and phrases shall have the defined meanings as set out below

'Applicant'

 

any person company club organisation society institution or other body who or on whose behalf an Application Form shall be submitted to the Company

'Applications'

 

applications submitted to the Company from time to time on the specified Application Form

'Application Form'

 

the application form devised and specified by the Company from time to time

'Award'

 

the sum or sums not being less than £50 (fifty pounds) and not exceeding £1000 (one thousand pounds) paid by the Company to Applicants whose Applications the Scheme Trustees shall approve for payment

'Financial Year'

 

shall mean the financial year of the Company from time to time and which shall at the commencement of the Scheme be from 1st February in any one year until the 31st January of the following year

'Total Amount'

 

shall mean the total amount of money available to the Scheme in any one Financial Year

For the avoidance of doubt in the interpretation of this document any reference to the masculine is deemed to include the feminine and vice versa and any reference to the singular is deemed to include the plural and vice versa.

 

For the avoidance of doubt any reference to a numbered paragraph of this document shall include all sub paragraphs forming part of that paragraph unless the context otherwise dictates.

2. Purpose

The Scheme has been devised and instituted for the following purposes

2.1 to support projects and initiatives designed to support and enhance the lives of residents whether as individuals or a group or class of resident of the Strettons

2.2 to assist schemes projects and initiatives considered to be for the benefit of the Strettons communities generally

2.3 to raise and enhance the profile of the Company

3. Procedure

3.1 The Awards Committee shall consist of the Finance Director and two other directors appointed by the Board plus such other members as the Awards Committee shall consider necessary or desirable from time to time.

3.2 The Awards Committee shall meet at such times as shall be deemed necessary in order to consider the Applications received and to prepare a report for the AGM.

3.3 The Awards Committee may conduct its affairs by email if its members are satisfied that an Application can be considered and determined without a meeting being required.

3.4 Reports shall be prepared from time to time to keep the Board apprised of the number of Applications considered and the nature and value of the Awards made.

3.5 All Applications must be made on the standard Application Form as agreed by the Board which shall be made available on the Website. All Applications for an Award will be sent to each member of the Awards Committee by electronic mail.

3.6 The decision of whether to make an Award and the amount thereof is entirely at the discretion of the Awards Committee subject only that the purpose of the Award must be to benefit the community of the Strettons and no direct benefit may accrue to the Company or any Member.

3.7 Communication of the success or failure of an Application shall be by letter in a standard format as agreed by the Awards Committee.

3.8 The Finance Director will prepare a report of the Awards made by the Awards Committee for consideration by the Board and to inform the Members of the progress of the Community Award Scheme at the AGM.

3.9 The Total Amount shall be that amount agreed annually by the Board after consideration of the recommendations of the Finance Director.

 

Schedule 3 Editorial Policy

1. Purpose

The purpose of the Magazine and the Website is to enhance the feeling of community within the Strettons by publishing information articles reports and notices that inform or entertain the community and the organisations and individuals forming part thereof.

2. Principles

2.1 The Company is not affiliated to nor does it subscribe to any particular political ideology religious faith or belief system and will use its best endeavours not to publish anything that is discriminatory or prejudicial particularly with regard to matters of age gender sexual orientation ethnic origin or religious belief or the absence thereof.

2.2 It is at the sole discretion of the Editorial Team:

2.2.1 what material shall be included in the Magazine or on the Website or both.

2.2.2 what photographs are to be published and how they are to be displayed including for the avoidance of doubt the cropping resizing rescaling and altering the lighting of the same.

2.2.3 what spelling grammatical or general editorial changes shall be made to any material submitted for publication

2.2.4 not to publish without giving reasons any material submitted for publication.

3 Procedure

3.1 The Company will publish on the Website the procedure for submitting material for prospective publication either in the Magazine or on the Website or both.

3.2 For the avoidance of doubt the Company reserves the right not to publish any material:

3.2.1 received in a format that does not comply with the company’s requirements as published on the Web Site.

3.2.1 received anonymously

3.2.1 that in its absolute discretion it considers to be contrary to the principles in 2.1 above

3.2.3 that it deems to be defamatory of any organisation corporation or living person

3.2.4 for which there is insufficient copy space in the magazine

3.2.5 that, in their opinion, should not be included in a particular edition or any edition

3.3 In reserving the right not to publish an article the Company is not obliged to provide a reason for its actions to the author or agent of said article