Shareholder Meetings 2024:

Shareholder meetings will be held on Sundays at 11am as follows:

21st April 2024 – AGM

Dear Shareholder,

Wortley Hall Annual Meeting

To encourage greater participation in the Wortley Hall organisation and management, a rule change was introduced in 2021 which called for every Individual Shareholder to be informed of the Annual Meeting via email and with an advert in the Morning Star.  Previously the Rule Book called for all Individual shareholders to be informed.

The Annual Meeting is on the Sunday, the 21st of April 2024 starting at 11 am at Wortley Hall and / or by Teams.

If you require a motion/nomination Form please contact me by telephone, e-mail or letter, and I will ensure that you receive one.

Please note the closing date for motions is 24th February 2024 and nominations for management board 25th March 2024. 

 When applying for nomination forms, please allow sufficient time for us to get the forms to you and for you to return them to us.

When attending the meeting, please bring along your Share Certificate in order to receive your voting papers.

If you change your email address, then please remember to let us know.  It will be a great help if you e-mail me at politicalsecretary@wortleyhall.org.uk in order that we can update our mailing list.  By providing your email address we can inform you of the AGM and other events via email.

Pat Peters

Political Secretary.

Mobile telephone 07974531211;

politicalsecretary@wortleyhall.org.uk

Wortley Hall, Wortley Village, Sheffield S35 7DB

The following people are seeking re-election.

President

Graham Benton: Management Board member since 2012, became a Vice President 2014, elected interim President 2019 and confirmed 2020. Currently also member of the Finance & General Purposes subcommittee, the Staffing & Staff Development subcommittee and chair the Health & Safety subcommittee.

GMB union member since 1977, elected staff rep 1982 and commenced initial union education at Wortley Hall, elected full time convenor/branch secretary for the private security industry in Yorkshire & North Derbyshire 1984, appointed full time GMB organiser 1988 and elected 1990.  Appointed as the senior GMB organiser for South Yorkshire & North Derbyshire in 2003 managing a team of officers and staff in Sheffield and Chesterfield until 2016 then taking early retirement after 28 years full time service becoming a GMB retired life member. During that time served on Rotherham Chamber TEC and Phoenix Enterprises as a TU director. Current Compliance Director and Vice Chairman of the GMB Credit Union. Previous volunteer at Rotherham Hospice and case worker for SSAFA and the RBL. Live in Rotherham.

NVQ accreditations in management through the Institute of Leadership and Management, health & safety with the Institute of Occupational Health & Safety and human resource management with the Chartered Institute of Personnel and Development with current professional membership of the CIPD. 

I bring many years’ knowledge, expertise and experience as both a lay and full time union official to the table as well as 13 years as a union manager to add to my skill set. If elected again, I would be both privileged and honoured to continue as President and will continue to do as much as I can, (health permitting), to repay that trust by building on our predecessors’ magnificent work of providing an “oasis of socialism” at the Hall together with the valued support of my colleague Management Board members and of course you, the shareholders, the senior management team and magnificent staff, without whom there simply would not be a “workers’ stately home”, long may it continue.

Board members

Michael Bailey

Maggi Clark: I have been a member of the Management Board for fourteen years and am and always have been committed to the values and principles of Wortley Hall and that is why I am seeking re-election.

I have lived in Rotherham all my life and have been an active member of the Labour Party for over 40 years. I have been a member of the Co-operative Party for over twenty-five years.

I am at present a  Rotherham Borough Councillor (standing down in May), a retired member of Unite the Union, a keen walker, and a member of several voluntary groups.

I am a committed member of the Board and the Sales and Marketing Committee and enjoy exploring speakers for International Women’s Day each year, all of which I wish to continue with your support.

Jessica Saunby

Kath Sims: I have been a Labour Party member for 30 years. I have lived in Rotherham since I was 7 years old, I have 2 grown up children and 4 grandchildren. I have been an active all-year-round campaigner working in local elections, General Elections, European Elections, Mayoral Elections etc both locally and regionally. I have been elected to various positions at various times including Ward Secretary, CLP Secretary, CLP Vice Chair, Local Government Committee Vice Chair and Labour Group Secretary. I was an elected local Labour councillor from 2008 to 2016 and served as the Cabinet Member for Waste, Roads and Environment in 2015/2016.  

I was an active Trade Unionist all my working life including serving as a Health and Safety Rep and attending regional and national conferences. I was a member of several TUs over the years including NUPE, Unison and GMB.

I have supported Wortley Hall and attended many events there over the years. I have been a member of the Management Board for around 5 years and currently serve on the Sales and Marketing Committee and the South Yorkshire Festival Organising Committee.

I have a very good attendance record and I am an active member of the Management Board taking a full part in discussions and decision making processes. I have also recently chaired a Shareholder’s Quarterly meeting. I have also regularly volunteered to help on the day at the South Yorkshire Festival including welcoming visitors, collecting car park monies and staffing the Wortley Hall information stall.

I hope shareholders will continue to support me to remain on the Management Board for a further term of 2 years.

Brian Steele

19th May 2024,

11th August 2024 and

17th November 2024.

Minutes will be published in due course and emailed out to Shareholders in advance of meetings, anyone requiring a hard copy should ask the Political Secretary. Please advise the Political Secretary if you wish to attend, especially if you wish to join by Teams/Zoom so a link can be sent prior to the meeting.

The Board reserve the right to amend the dates if required.

Announcements:

*A new email address as of 6th October 2023 has been created to contact the President as follows: president_wortleyhall@yahoo.com. Please disregard the previous one 

*With effect from 8th November 2023, the “new” Political Secretary is Pat Peters who has been co-opted back onto the Board to replace Andy Cullen who has taken up a full time position with Unite in Hull.

Any Shareholder wishing to make an appropriate announcement should email the Political Secretary to have it published here.

Dates for the diary:

The play, ‘Behold Ye Ramblers‘ will be performed on Thursday, 18th April 2024 at the Hall, further details to follow.

AGM – 21st April 2024

The annual South Yorkshire Festival will take place on Sunday, 18th August 2024 but will revert to the second Sunday in August from 2025. Please see the following financial appeal:

“To Trade Union, Labour Party, Co-operative Branches and Shareholders               October 2023                                          

Dear Colleague,

South Yorkshire Festival – 18th August 2024 – Financial Appeal

Fraternal greetings from Wortley Hall, the ‘workers’ stately home’ based in rural South Yorkshire owned and run by a co-operative of individual and organisational shareholders from the trade union and wider labour movement on a non profit making basis where any surplus is put back into the maintenance of this 18th century former stately home set in 26 acres of beautiful woods and parkland.

The Hall has for many years organised the South Yorkshire Festival and next year the theme of the Festival will be the 40th anniversary of the Miner’s Strike 84/85. There will be trade union/Labour and craft stalls, speakers from the trade union and labour movement, free children’s activities, musical and other arena based entertainment with food and drink also on sale.

You are cordially invited to support the workers’ stately home in any number of ways, for example by enquiring about our bespoke sponsorship packages, making a financial donation, or booking a stall where you can meet existing and prospective members, distribute promotional literature and materials. We also invite you to display your TU/LP/Co-op banners, (weather permitting), on the drive leading down to the Hall where they will be seen by everyone attending which is a further promotional opportunity. In return, names, logos etc will be prominently displayed on all our promotional literature, our website and social media channels ahead of the event.

Interested? Please contact Lauren on 0114 288 2100 or email sales@wortleyhall.org.uk for further details and we look forward to seeing you next summer.

Thank you and best wishes,

Graham

Graham Benton Assoc CIPD

President

Wortley Hall”

Lions of Rotherham – 29th September 2024. A play commemorating the lives of those from Rotherham that volunteered to fight in the Spanish Civil War just prior to WW2.

Shareholders Annual Christmas Dinner – Friday, 13th December 2024 with timing and menu options available in due course.

We look forward to seeing as many as possible of you at any of the above events

Share Register:

The Share Register is open to any individual who is a member of a TUC trade union, Labour or Co-operative organisation.  Being an individual shareholder enables that person to participate in the running of Wortley Hall, by attending the Annual Meeting, Shareholders Quarterly Meetings, voting for the officers and standing for office, plus discounts on certain services.

All officers must be individual shareholders.

Shares are in units of £10.00.  The minimum issue is 1 share (£10.00) and the maximum 50 shares (£500.00).  Shares do not increase in value but remain at face value.

There is no upper limit for organisations such as trade union or Labour/Co-operative party branches. Each shareholding organisation is allowed one delegate to the Annual Meeting irrespective of the number of shares held.

Applications are considered by the Management Board for approval on the second Wednesday of each month.

For a share application form click here  Application forms are also available from Pat Peters, Political Secretary, Wortley Hall, Wortley Village, Sheffield S35 7DB  or by email at PoliticalSecretary@wortleyhall.org.uk.

Management Board with effect from 10th January 2024:

 

 

Name

 

Post Held

Elected

Trade Union

 Sub Committee

Bill Adams

 

2023

UNISON

Sales & Marketing/SYF

Michael Bailey

 

2023

UCU

Finance

Graham Benton

President

2012

GMB

Staffing/Finance/H&S

Jessica Saunby  

2024

GMB

Sales & Marketing/SYF

Maggi Clark

 

2008

UNITE

Sales & Marketing/SYF

Andy Cullen

 

2016

UNITE

Sales & Marketing/Hall & Gardens

Wayne Gilmore

 

2017

UNITE

Hall & Gardens

Angela Kaye

 

2011

UNISON

Sales & Marketing/SYF

Pat Pepper

Vice President

2011

UNITE

Staffing/Halls & Gardens

Kath Sims

 

2019

GMB

Sales & Marketing/SYF

Brian Steele

Vice President

2014

UNISON

Finance/Staffing/Hall & Gardens

Pat Peters

 Political Secretary
     

 

Half the members of the Board are elected at the AGM in April each year and serve a two year term of office; the President and five members are elected one year and the Secretary and five members are elected the following year to ensure continuity from one year to the next. In order to give their reports, the General Manager and the Hall’s accountant attend ex officio with the right to speak but not vote.

Edited biographical notes of those Board members elected on 16/4/23 for two years:

Andy Cullen – employed by Unite the Union for the last 14 years. Previously part of a team of project workers delivering the Union Learning Fund within Unite’s NE, Yorkshire and Humber region, now a full time Officer in Hull. Live in Barnsley and a member of Barnsley East CLP. The Hall’s history should be made accessible to local communities, trade unions and organisations that support social and community values. Member of the Board for the last 6 years.

Angela Kaye – Lived most of my life in Sheffield but now live in Rotherham. I have worked within the NHS as a nurse on Maternity SCBU. Have run my own shop fitting business for 10 years. Also managed a private nursery with provision for 60 children and a staff of 25. I was an NVQ assessor and worked as a part time tutor for the WEA teaching Womens’ Studies and Unison’s Return to Learn programme. Then worked for a national charity training volunteers and supporting vulnerable families until made redundant due to lack of funding. Now care for my granddaughter, love swimming and am an avid reader. I have been a TU member all my life and been a Board member for 12 years.

Wayne Gilmore – I am 52 years old and married to Claire. Former workplace rep for Unite the Union and am the secretary for Unite’s West Yorkshire RTS Warehouse branch. Chairman of Barnsley Trades Council for the last 7 years. Have worked in the building trade as an apprentice trained plumber.

Pat Pepper – Member of the Management Board for the last 12 years and am one of two Vice Presidents elected by the Board to assist the President where necessary. I chair the Staffing & Staff Development subcommittee and am a member of the Halls & Gardens subcommittee. Live locally and until very recently, was employed by Unite the Union as a Regional Officer in Sheffield for 20 years. Also a current member of the Employment Tribunals Service of England and Wales. Being involved with the Hall is a labour of love, not so much a hobby, but more a way of life. I am committed to supporting and preserving this unique place protecting its values in to 21st century Britain. I would like to see as many people as possible to be educated and entertained here so that the future of the Hall and its staff are secure.

Bill Adams – Retired Regional Secretary of the Yorkshire & Humber TUC working for them for the last 23 years during which time I have always supported Wortley Hall. Before that I was a lecturer in law and trade union studies in Manchester, Leeds, Preston and London. Whilst working at the TUC, I have sat on the Board of Yorkshire Forward, served as a member of ACAS on the employee relations forum and spent 7 years as Deputy Chair of my old university and spent a few years as a governor at Northern College. I am also a Board member for a charity in Preston offering life chances for excluded vulnerable school pupils and until recently chaired the Preston social forum. In 2020 I was appointed to the Board of the Sheffield City Region LEP and as a Skills Commissioner for Yorkshire and the Humber.

Michael Bailey – was accepted on to the Board to fill a vacancy with effect from 10th May 2023. Michael grew up in Sheffield completing a degree and PHD at Sheffield Hallam Uni. He initially taught at Leeds Metropolitan Uni before moving up to a lectureship in the Sociology Dept at Esseex Uni in 2010. His interests are in labour history and political education and he has spent the last year researching Wortley Hall’s post war history and its close ties with the labour movement. Michael is currently the Branch Secretary for the Essex University & Colleges Union and Vice Chair for Colchester Trades Council. Formerly the Branch Secretary for Wivenhoe Labour Party and the Harwich and North Essex CLP TULO.

Rule Book wef 19.11.23:

All previous rules are rescinded.

Rule No

Title

Page No

 

Contents

2

1

Name of Society

3

2

Purpose

3

3

Value & Principles

3

4

Objects

3

5

Membership

3 – 5

6

Shares

5 – 6

7

Organisation

6 – 7

8

Management Board

7 – 9

9

Shareholders’ Meetings

9 – 11

10

Shareholders’ Register

11

11

Independent Financial Examination

11 – 13

12

Accounts

13

13

Application of Surpluses

13 – 14

14

Administration

14 – 15

 

Signature Block

16

  1. Name of Society

The name of the Society is Wortley Hall Limited and it is called “the Society” in these rules.

  1. Purpose

The purpose of the Society is to carry out its objectives and functions as a Co-operative. Our place in the labour movement history will be continually strengthened by our ability to anticipate the requirements of our customers and provide a quality of service which exceeds their expectations.

  1. Values & Principles

In conducting its affairs the Society will affiliate each year to Co-operatives UK and so is committed to:

  1. following co-operative values and principles,
  2. respecting the rights and diversity of its members, employees and people dealing with the Society, treating them fairly and not discriminating on any grounds, and
  3. conducting its business in an open and honest way.
  4. Objects

The objects of the Society are in accordance with its purpose:

  1. to carry out all the business necessary for the provision of residential facilities for education and training, recreation and holidays including the sale or supply of intoxicating liquor of all descriptions, and of providing halls and other suitable rooms and open spaces for public and private meetings, conferences, entertainment, exhibitions, rallies, seminars, organised functions, sports, etc.
  2. to seek the cooperation of all educational organisations in the promotion of any or all forms of education that are appropriate to members of the co-operative, labour and trade union movements,
  3. to engage, as principals or agents, in any other business, trade, industry or activity which seems to the Society directly or indirectly conducive to carrying out the functions above.
  1. Membership

Within these rules, any reference to member/membership relates to share ownership.

5.1       The Society consists of the present members and such other individuals and such bodies as shall be admitted to membership by the Management Board, (the “Board”), and may include any organisation connected or associated with the broad trade union, socialist, co-operative, labour and working class movements.

5.2       Membership is open to any person and any organisation who completes the membership application form specified by the Board, (which shall include an application for at least one share to the value of ten pounds and a total investment in shares of any individual member or organisation shall not exceed five hundred pounds) and whose application is accepted by the Board. Where an organisation holds shares, if the organisation is merged or transferred to another body the organisation may apply to have those shares transferred to the new body.

5.3       Any member changing their address shall give notice to the Political Secretary, (the “Secretary”), and the necessary alterations shall be made in the register of members.

5.4       The Board has an absolute discretion to accept or refuse any membership application and does not have to give reasons for its decision. They will take into consideration amongst other things, the applicant’s likely participation in the Society’s business and affairs and their support for the broad trade union, socialist, cooperative, labour and working class movements. The Board may delegate responsibility for deciding membership applications to the Secretary. Any such decision shall be made in accordance with the Society’s membership policy.

5.5       A member shall cease to be a member if:

  1. they withdraw from membership by giving at least one month’s written notice to the Secretary and withdraw their shares under these rules,
  2. they are expelled or cease to be entitled to be a member of the Society under these rules,
  3. they are removed from the register of members by the Secretary in accordance with the Maintenance of Register provisions in these rules, or
  4. they die if an individual person or, cease to exist, if a corporate body.

5.6       A member may be expelled by a motion of the Board approved by not less than two thirds of those attending and voting at a meeting. The following procedure is to be adopted:                                         

  1. any member may complain to the Secretary that another member has acted in a way detrimental to the interests of the Society and,
  2. if a complaint is made, the Board will consider the complaint having taken such steps as it considers appropriate to ensure that each members’ point of view is heard and may:
  3. dismiss the complaint and take no further action, or
  4. for a period not exceeding twelve months suspend the rights of the member complained of to attend Shareholders’ meetings and vote under these rules, or arrange for a motion to expel the member complained of to be considered at a future meeting of the Board.
  1. If a motion to expel a member is to be considered at a meeting of the Board, 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.
  2. At the meeting the Board will consider evidence in support of the complaint and such evidence as the member complained of may wish to place before them.
  3. If the member complained of fails to attend the meeting without good reason, the meeting may proceed in their absence.
  4. A person expelled from membership will cease to be a member upon the declaration by the Chair of the meeting that the motion to expel them is carried.
  5. The Society will pay to such person the amount standing to their credit in the share ledgers of the Society and cancel their shares.
  6. No person who has been expelled from membership is to be readmitted as a member except by motion carried by the votes of two thirds of the votes cast at a Shareholders’ meeting.
  1. Shares

6.1       The capital of the Society shall be held in shares of ten pounds each which shall be fully paid up and which shall be withdrawable only and not transferable other than to Wortley Hall. The shares shall be free of interest.

6.2       Every member and organisation shall hold at least one fully paid up share and all shares shall be paid for in full on application.

6.3       The Society shall allot to members when they are admitted the share or shares for which they have applied and after that, shall allot any further share or shares applied for but nobody shall be allotted shares which will cause them to hold more than the maximum number of shares permitted by rule 5.2.

6.4       Subject to other provisions of this rule below and the minimum shareholding requirements under these rules, shares may be withdrawn by members upon giving one week’s notice to the Society provided that:

  1. all withdrawals shall be paid in the order in which the notices were received by the Society,
  2. the Board may waive any notice required for a withdrawal and may direct payment to be made without notice or on such shorter notice as they consider fit,
  3. unless the Board agrees, not more than one tenth of the paid up share capital at 1st January in each year, (including all sums under notice of withdrawal at that date), shall be withdrawable during that calendar year,
  4. unless the Board agrees, no member shall be entitled to withdraw during any year more than one tenth of the share capital standing to their credit of 1st January of that year unless the member withdraws from membership of the Society,
  5. during any period when the right of withdrawal has been suspended, the shares of a deceased member may, if the Board so determines, be withdrawn by their legal personal representative upon giving such notice as the Board may require and subject as regards the amount payable on withdrawal to such deduction as the Board may from time to time determine,
  6. face value only will be paid on redemption.
  1. Organisation

7.1       The Society comprises of Members, the Management Board, the Political Secretary and the Management Team including the General Manager, (the Chief Officer).    

7.2       The affairs of the Society shall be conducted by a Board of twelve including the elected President and Secretary together with the General Manager acting ex officio.

7.3       Members of the Board will serve for two years; the President and five members shall be elected one year and the Secretary and five members shall be elected the following year. Provided valid nominations are received, at least four of the Board shall be women.

7.4       The General Manager shall be appointed by, and responsible to, the Board for the day to day management of the Society’s business and for the presentation to the Board of relevant information to monitor the progress and planning the development of the Society’s business.

7.5       The General Manager and members of the Management Team are responsible for conducting the day to day business of the Society in accordance with these rules.

7.6       A part time Political Secretary shall be elected by the Annual General Meeting to serve for a period of two years and the terms and conditions of service shall be determined by the Board.

7.7       The office of Secretary shall not be held by the person employed as General Manager to the Society.

7.8       The Secretary shall:

  1. work with the General Manager and the Board on trade union and democratic business,
  2. attend all meetings and be responsible for the organising of meetings,
  3. act as returning officer for elections, making all necessary entries in all registers required by these rules,
  4. acknowledge in kind all written correspondence, particularly in relation to meetings of Shareholders, be that the quarterly meetings and/or the AGM.
  5. arrange for minutes of all Shareholders’ meetings and Board meetings to be kept,
  6. deliver a copy of the rules to any person who asks for them on payment of an amount fixed by the Board, and
  7. supply a copy of the most recent annual return of the Society to any member or person interested in the Society’s funds who asks for it, free of charge. When doing so, the Secretary shall also supply a copy of the independent financial examination, (“IFE”), on the accounts and balance sheet contained in the return.
  8. Management Board

8.1       The Board shall meet at least monthly and the quorum will be six. At its first meeting following the AGM, the Board shall elect from its number two Vice Presidents, one of which shall be a woman, and such other officers and sub committees as is deemed necessary.

8.2       The Board has the following responsibilities:

  1. to ensure that the Society’s affairs are conducted in accordance with these rules, the best interests of the Society and its members and in accordance with co-operative values and principles,
  2. to determine the strategy and policy of the Society in consultation with the General Manager and the Management Team, and
  3. to oversee the work of the General Manager and the Management Team in the day to day management of the business of the Society.

8.3       The Board:

  1. may exercise all the powers of the Society,
  2. determine the composition of the Management Team,
  3. appoints, removes and fixes the remuneration and terms of employment of the General Manager, and
  4. approves the appointment and removal by the General Manager of other members of the Management Team.

8.4       Any member failing to attend four consecutive meetings of the Board shall be deemed to have resigned except where the Board has been informed and accepted the reason for absence. The vacancy shall then be filled at the next AGM.

8.5       Elected members of the Board, including the President and/or Secretary, may be removed by a motion of a Special or Annual General Meeting.

8.6       Only individual Shareholders of the Society shall be eligible for election to the Board and as President or Secretary. Members who are representatives of member organisations shall not be eligible unless they are also individual shareholders.

8.7       A Shareholder wishing to stand for the position of Political Secretary or President at an AGM must have previously served on the Management Board for at least one term of office, i.e. two years. This to ensure the applicant has the necessary knowledge and experience of working on and with the Board and has an understanding of the business affairs of the Hall. Should an election be required, the Shareholders will decide at the AGM in the normal way.

8.8       Board members shall be reimbursed their reasonable travel, hotel and out of pocket expenses wholly and necessarily incurred on external Society business as determined by the General Manager and President at such rates as may be determined from time to time by the Finance & General Purposes Committee.

8.9       Anything done in good faith by any meeting of the Board or by the General Manager, Secretary or any member of the Board shall be valid notwithstanding that it is afterwards discovered that there was any defect in the appointment of any of them, or that any one or more of them were disqualified, and shall be as valid as if every Board member and the General Manager, Secretary and every member of the Management Team had been duly appointed and was duly qualified to serve.

8.10     Separate from any other indemnity to which they may be entitled, and subject to what is said in the rest of this rule, every Board member, the General Manager, Secretary and every member of the Management Team shall be indemnified out of the funds and assets of the Society against the following: all actions, claims, costs, demands and expenses and any personal liability whatsoever, whether civil or criminal, arising out of or in connection with the exercise or purported exercise of their duties on behalf of the Society.

8.11     The Society is authorised to purchase and maintain insurance for the purpose of indemnifying the Board members, General Manager, Secretary and members of the Management Team of the Society against any liability which they or any of them might incur in respect of negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Society and indemnifying the Society itself as reimbursement for indemnity actually and lawfully provided to its Board members and officers under this rule.

8.12     In this rule, “partner”, means in relation to another person, a member of the same household living together as a family unit.

8.13     Any Board member who has a material interest, (see 8.15 below), in a matter as defined below shall declare any such interest to the Board immediately prior to each meeting and,

  1. may not be present in any discussion of the matter unless a majority of the Board agrees to their presence but,
  2. shall not vote on the issue and if by inadvertence they do remain and vote, their vote shall not be counted.

8.14     Details of any such interest shall be recorded by the Secretary in the minutes of the meeting.

8.15     A material interest in a matter is any interest in any transaction or act or proposed transaction or act of the Society and any office or position, held by a Board member or their spouse or partner in any firm or company or business which is involved in a transaction or proposed transaction with the Society.

8.16     Any Board member who fails to disclose any interest required to be disclosed under the preceding paragraph must permanently vacate their office if required to do so by a majority of the remaining Board.

  1. Shareholders’ Meetings

9.1       Meetings of members of the Society are either the ordinary quarterly meetings or special meetings.

9.2       In addition, the Shareholders’ Annual General Meeting, (the “AGM”), shall normally be held on the third Sunday in April each year at Wortley Hall, (or where possible by Microsoft Teams/Zoom), commencing at 11am.

  1. At least three months’ notice shall be given of each meeting in writing to all shareholding organisations. Individual Shareholders will be informed via email where applicable, plus notices will be on Wortley Hall’s website and in the Morning Star.
  2. Any member or shareholding organisation having a motion to submit shall send same in writing to be received by the Secretary not later than eight weeks before the date of the meeting which will be notified to members in such a manner as the Board determines.
  3. Any amendments to the business of the meeting shall be submitted in writing to be received by the Secretary not later than three weeks before the date of the meeting.
  4. Motions, amendments and nominations will be acknowledged by the Secretary pursuant to rule 8.

9.3       The Annual General Meeting may transact the following business:

  1. Consideration of the accounts, balance sheets, the reports of the Board and the independent financial examiner, (“IFE”), and the application of surpluses.
  2. The election of officers.
  3. The appointment of the IFE.
  4. Any motion of which at least eight weeks written notice has been given to the Secretary by a member or shareholding organisation. The Board has the discretion not to include such a motion if in its, and the President’s, reasonable opinion:

(i)  it seeks to intervene in the exercise of their powers under these rules by      the management team, the Secretary or any authorised committee or subcommittee of the Society,

(ii) the publicity for it would be likely to diminish substantially the confidence in the Society of investing members of the public,

(iii)  it seeks needless publicity for defamatory matters,

(iv)  it is submitted for frivolous or vexatious purposes,

(v)   it does not relate directly to the affairs of the Society,

(vi) it is in substantially the same terms as any motion which has been defeated at any meeting of the Society held during the preceding two years.

Any amendments to the business of the meeting shall be submitted in writing to be received by the Secretary not later than three weeks before the date of the meeting.

The quorum for the AGM shall be fifteen Shareholders.

9.4       A Shareholders’ meeting will take place four times a year on dates to be determined by the Board and notified well in advance. Shareholders will receive a detailed report on Management Board decisions and business matters relating to the previous three months. The Shareholders will be able to question the President, Secretary and General Manager on the report and will be able to make recommendations to the Board for their consideration. The quorum for the meeting will be fifteen Shareholders.

9.5       A Special Shareholders’ Meeting shall be convened either by order of the Board or upon a written requisition signed by thirty Shareholders. A Special Shareholders’ Meeting shall not transact any business not specified in the notice convening it. An ordinary meeting may be made a Special Shareholders’ meeting for any purpose of which due notice has been given provided that such business is not brought on until the business of the ordinary meeting is concluded.

9.6       Every individual Shareholder is entitled to one vote on attendance at each meeting.

9.7       Each shareholding organisation is entitled to send one delegate, (producing appropriate credentials), to the AGM, is entitled to one vote only and the delegate may only represent one organisation at each meeting.

9.8       At any Shareholders’ Meeting a motion put to the vote shall be decided on a show of hands unless a ballot is sought by the Board or by ten members present at the meeting. The ballot shall be taken at the meeting in such a manner as the Chair directs. Subject to any special provision contained in these rules, all motions shall be carried by a simple majority of votes, with the exception of challenges to the Chair which require a two thirds majority vote. In the event of an equality of votes, the Chair of the meeting shall have a second or casting vote.

9.9       The President, or in their absence another member of the Board, shall chair a Shareholders’ meeting. If no member of the Board is present, such member as the meeting may determine shall chair the meeting.

9.10     Any properly constituted meeting may adjourn to such place, time and day within thirty days as the members present direct and may continue any such adjournment from time to time. No business shall be transacted at any adjourned meeting which could not have been transacted at the meeting from which the adjournment took place and the same notice shall be given of any meeting adjourned for more than fourteen days as is required in the case of an original meeting.

9.11     Standing Orders for the conduct of Shareholders’ Meetings and for the closure of business may be made by the Board, and subject to any resolution passed at an ordinary meeting such Standing Orders shall be binding on all members and their representatives.

  1. Register of Shareholders

10.1     The Society shall keep at its registered office a register of members in which the Secretary shall enter the following information:

  1. The names and addresses of shareholders,*
  2. A statement of the number of shares held by each member, of the amount paid, or agreed to be considered as paid, on the shares of each member,
  3. The date at which each person was entered in the register as a member and the date at which any person ceased to be a member,*
  4. The names and addresses of the Board and the Secretary with the offices held by them respectively and the dates on which they assumed office*.

10.2     The register shall be kept in such a way that is open for inspection as required by the Board disclosing only the information in those sub paragraphs above marked by an asterisk.

10.3     Any member or person having an interest in the funds of the Society may inspect their own account and the books containing the names of the members including the information referred to above in the register of members at all reasonable hours at the registered office. This right of inspection is subject to any regulations about the time and manner of inspection which may be made by the members of the Society in a meeting and the provisions of the General Data Protection Regulations.

10.4     The Secretary may remove members from the register of members where the Society has evidence that a member no longer lives at the address shown in its register of members, (registered address). The Society may then cancel their shares and forfeit to the Society the amount outstanding to the credit of such member in the share ledger of the Society.

10.5     If a member has not throughout the immediately preceding period of twelve calendar months maintained a balance in their share account, the Secretary may remove the name of such member from the register of members and the Society may cancel their shares and forfeit to the Society the amount standing to the credit of such member in the share ledgers of the Society together with any sum of money representing interest or dividend credited to the member in the books of the Society in respect of their shares.

  1. Independent Financial Examination

11.1     There shall be appointed in each year of account a qualified IFE to review the Society’s accounts and balance sheet for that year. In this rule, “qualified IFE”, means a person who is a qualified IFE pursuant to the Companies Act 2008.

11.2     None of the following persons shall be appointed as an IFE of the Society:

  1. an officer or employee of the Society,
  2. a person who is a partner of or in the employment of or who employs an officer or employee of the Society.

11.3     At least every five years the Society shall offer the opportunity of appointment as an IFE to other qualified persons.

11.4     Except as provided below, every appointment of an IFE shall be made by a motion of a Shareholders’ meeting of the Society.

11.5     The Board may appoint an IFE to fill any casual vacancy occurring between meetings of members of the Society.

11.6     An IFE appointed to examine the accounts and balance sheet of the Society for the preceding year of account, (whether by a members’ meeting or by the Board), shall be reappointed as an IFE of the Society for the current year of account, (whether or not any motion expressly reappointing them has been passed), unless,

  1. a motion has been passed at a members’ meeting of the Society appointing somebody instead of them or providing expressly that they shall not be reappointed, or
  2. they have given to the Society notice in writing of their unwillingness to be reappointed, or
  3. they are not a qualified IFE or are a person prohibited from appointment under these rules, or
  4. they have ceased to act as an IFE of the Society by reason of incapacity.

11.7     A retiring IFE shall not be automatically reappointed if notice of an intended motion to appoint another person in their place has been given notice in accordance with these rules and the motion cannot be proceeded with because of the death or incapacity of that other person or because that other person is not a qualified IFE or is a person prohibited from appointment by these rules.

11.8     A motion at a Shareholders’ meeting of the Society:

  1. appointing another person as an IFE in place of a retiring IFE, or
  2. providing expressly that a retiring IFE shall not be reappointed shall not be effective unless notice of the intention to move it has been given to the Society not less than twenty-eight days before the meeting at which it is to be moved. On receipt by the Society of notice of such an intended motion, the Society shall immediately send a copy of the notice to the retiring IFE, if it is practicable to do so, the Society shall give notice to its members of the intended motion at the same time it gives notice in accordance with these rules of the meeting at which the notice is to be moved. If that is not practicable, the Society shall give notice to its members by advertisement, not less than fourteen clear days before the meeting, in a newspaper circulating in the area in which the Society conducts its business. Where the retiring IFE makes any representation in writing to the Society that they intend to make such representations, the Society shall notify its members accordingly.

11.9     The IFE shall make a report to the Society on the accounts examined by him/her and on the revenue account or accounts and the balance sheet of the Society for the year of account in which s/he is appointed.

11.10   Where necessary in law, or where the Shareholders require, the Board shall cause the accounts of the Society to be submitted at least once a year to the IFE for review.

11.11   For the purposes of any examination, the IFE shall be given access to and be entitled to call for and examine all books, deeds, documents and accounts of the Society. They shall be entitled to require from the officers of the Society such information and explanations as they think necessary for the performance of their duties. The IFE shall be entitled to attend any members’ meetings of the Society, to receive all notices of and other communications relating to any members’ meetings which any member of the Society is entitled to receive, and to be heard at any meeting which they attend on any part of the business of the meeting which concerns them as the IFE.

  1. Accounts

12.1     The Board shall cause proper books of accounts to be kept with respect to its transactions and its assets and liabilities, and it shall establish and maintain a satisfactory system of control of its books of accounts, its cash holdings and all of its receipts and remittances.

12.2     The Board shall in respect of each year of account prepare:

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

12.3     The Board shall have power to prepare in addition a revenue account or revenue accounts for less than one year of account and a balance sheet at the end of the period covered by such revenue account or revenue accounts.

12.4     Every balance sheet presented to a meeting of members shall be accompanied by a report of the Board on the state of the Society’s affairs signed by the Chair of the meeting of the Board adopting the report.

12.5     In the preparation of the accounts the Board shall ensure that the Society adopts and conforms strictly to current accounting standards.

  1. Application of Surpluses

13.1     Members shall receive no interest, dividends nor bonus on their shares, but any surplus of income over expenditure shall be applied for the sole benefit of the Society towards any or all of its objects and/or in setting aside to a reserve fund such accounts as the Board may determine to meet any contingency affecting the affairs of the Society.

13.2     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 not be paid to or distributed among the members of the Society but shall be distributed to other conference and educational centres which have similar political, co-operative and trade union affiliations as Wortley Hall. Members of the Board shall determine this distribution.

  1. Administrative Provisions

14.1     The Society’s registered office is Wortley Hall, Wortley Village, Sheffield, S35 7DB. Wortley Hall is located in the Metropolitan Borough of Barnsley in the County of South Yorkshire.       

14.2     The name of the Society shall be clearly displayed on all business letters, notices, advertisements, official publications, bills of exchange, promissory notes, endorsements, cheques, orders for money or goods purporting to be signed by or on behalf of the Society, and on all bills , invoices, receipts or letters of credit of the Society.          

14.3     The Society shall maintain a website which shall clearly show the name of the Society including the strap line, “The Workers’ Stately Home”.

14.4     The Society has full power to do all the things necessary or expedient for accomplishing any of its functions. In particular it may:

  1. purchase, hold, sell, mortgage, rent, lease or sub lease lands of any tenure and to erect, pull down, repair, alter or otherwise deal with any building on those lands,
  2. enter into block discounting functions,
  3. borrow money, mortgage or change any of its property and issue debentures and other securities upon such terms and conditions as the Board thinks fit provided that the Society’s total borrowing shall not at any time exceed one hundred percent of the Society’s retained earning stated in the Society’s last published accounts, but:
  4. the interest payable on advances, other than advances on bank overdraft and loans secured by mortgage or charge, shall not exceed a rate equivalent to three percent per annum above the Co-operative Bank base rate, or five percent per annum, whichever is the higher. In this rule, “The Co-operative Bank base rate” means the Co-operative Bank base rate at the time of making the advance or at such time within the two years prior to the making of the advance, or in case of an advance which is renewed after becoming repayable, within two years prior to its renewal, (if renewed more than once), as the Board determines, and
  5. charges or debentures may contain a fixed charge upon any property of the Society specified therein and/or a floating charge upon its undertaking and all its property and assets both present and future, and a separate register shall be kept of all such charges and debentures.
  6. establish a pension or superannuation scheme for the benefit of its employees and pay contributions and enter into any contract or trust deed for this purpose.
  7. The Board are hereby extended special powers during a global pandemic to amend, rescind and adjust all company rules as required by way of the normal procedures governing the Management Board at the monthly Board meeting or any special Board meeting which may be in person or by way of digital Board meetings (such as Zoom/Teams etc).

14.5     The capital of the Society may be invested.

14.6     A notice required to be given by the Secretary to any member under these rules or otherwise may be given, (unless these rules state otherwise), by sending it by post or email to the member at their address in the register of members. A notice sent by post shall be deemed to be served by properly addressing, prepaying and posting a letter containing the notice, and it shall be deemed to have been served in the ordinary course of post.  

14.7     If the Society has a seal, its name shall be engraved in legible characters upon the seal, which shall be kept in the custody of the Secretary and shall be used only under the authority of a resolution of the Board. Every instrument upon which the seal is impressed shall be countersigned by two Board members and the Secretary, or in the absence of the Secretary, by the General Manager or by such other person or persons as the Board may from time to time appoint for that purpose.

14.8     Every unresolved dispute which arises out of these rules between the Society and:

  1. a member, or
  2. any person aggrieved who has ceased to be a member within the six months prior to the date of the dispute, or
  3. any person claiming through such member or person aggrieved, or
  4. any person bringing a claim under the rules of the Society, or
  5. an office holder of the Society,

is to be submitted to the Board whose decision is final.

14.9     Except where these rules say otherwise, any of these rules may be amended or rescinded, or any new rule may be made, by a motion passed at a special meeting of the Society by two thirds of the votes cast and a review will be conducted by the Board every five years.

Signature

 

 

Full name (Block capitals)

 

Office Held

 

Date

 

GRAHAM BENTON

President

 
 

PAT PETERS

Secretary

 

 

BRIAN STEELE

Vice President

 
 

PAT PEPPPER

Vice President

 
Graham Benton – President

Kath Sims – Board Member

Bill Adams – Board Member

Michael Bailey – Board Member