Bermuda Housing Association (Model Rules) Regulations 1982

1 Name of association

2 Interpretation

3 Objects

4 Registered office

5 Display of name

6 Membership

7 Shareholding

8 Processing of applications

9 Minimum age

10 Cessation of membership

11 Share capital

12 Transfer of shares

13 Repayment on request

14 Members may withdraw

15 Expulsion

16 Determination of an occu pancy

17 Borrowing power of Asso ciation

18 Donations

19 General meetings

20 Functions of annual gen eral meetings

21 Special general meetings

22 Notice of general meetings

23 Proceedings at general meetings

24 Chairman

25 Adjournment

26 Carrying of resolutions

27 Votes

28 Proxies

29 Acceptability

30 Committee of manage ment

31 Election of committee

32 Vacancies

33 Removal of committeeman from office

34 Conflict of interest

35 Meetings and quorum

36 Election of chairman

37 Special meetings

38 Sub-committees

39 Validity of proceedings

40 Resolutions signed by all

41 General powers of com mittee

42 Specific powers of com mittee

43 Secretary and other offi cers

44 Register of members

45 Minutes

46 Seal

47 Security of books

48 Investment of funds

49 Surplus

50 Accounts

51 Audit

52 Committee to lay audited statements before Associ ation

53 Disputes

Interpretation

2 In these Rules unless the context otherwise requires —

"the Act" means the Bermuda Housing Act 1980;

"the Committee" means the Committee of management elected under rule 31; and

"the Corporation" means the Bermuda Housing Corporation.

Objects

3 The objects of the Association shall be to provide housing and associated amenities for the occupation and use of its members upon such terms and conditions as the Association shall determine. Such terms and conditions shall be subject to provisions of the Act and these Rules.

Registered office

4 (1) The registered office of the Association shall be at [blank]

(2) The registered office of the Association may from time to time be changed but shall not be a post office box and every change shall be notified to the Corporation within fourteen days of the change being made.

Display of name

5 The Association shall have its name mentioned in legible char acters in all business letters and in all notices and other official publica tions of the Association, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the Association, and in all bills, invoices, re ceipts and letters of credit of the Association.

Membership

6 The members of the Association shall be the individuals whose names are appended to these Rules and such other individuals as the individuals as the committee may admit to membership.

Shareholding

7 (1) Every member shall hold at least [blank] shares in the As sociation. No member shall hold more than [blank] shares.

(2) A member who at any time holds less than the number of shares required to be held under paragraph (1) of this rule shall within fourteen days of such time apply for and the Association shall upon such application issue to him such number of shares as will result in the member holding the number of shares required to be held by him as aforesaid. In default of such an application the Association shall pay to the member an amount not exceeding the amount paid up or credited on the shares held by the member and thereupon cancel the said shares.

Processing of applications

8 Every application for membership shall be considered by the committee at its first meeting after it is made, or so soon thereafter as is practicable and if approved the name of the applicant shall be entered on the register of members hereinafter mentioned for the number of shares he is required to hold under the preceding rule. Written notice of the ap proval of the application shall be sent to the applicant, who shall within thirty days thereof pay the amount payable on the allotment of his shares.

Minimum age

9 No person under the age of twenty-one shall be admitted to membership.

Cessation of membership

10 (1) A member shall cease to be a member if—

(i) he dies; or

(ii) is expelled; or

(iii) withdraws from the Association; or

(iv) transfers all his shares; or

(v) ceases to be a tenant of the Association; or

(vi) ceases to hold any shares by the reason of the cancellation of his shares or otherwise.

(2) On the death of a member the committee shall transfer the share or interest of the deceased member to such person as appears to the committee to be the heir or estate representative of the deceased member.

Share capital

11 The share capital of the Association shall be raised by the issue of shares of the nominal value of [blank] each. Shares shall be transferable be tween members but not withdrawable save as hereinafter provided, and shall be payable in full on allotment.

Transfer of shares

12 (a) Every transfer of shares shall be by instrument in writ ing in a form approved by the committee.

(b) The instrument of transfer shall be executed by or on behalf of the transferor and transferee and properly stamped, and upon delivery thereof at the registered of fice together with the sum of $5, the share certificates, if any, and such evidence of identity or title as the com mittee may reasonably require, the transfer shall be registered.

(d) The consent of the committee shall be required before shares can be transferred to any person, and such con sent, if given in the case of a transfer to a person who is not a member of the Association, shall constitute the admission of that person to membership.

(e) When the committee has refused to give its consent to a transfer of shares, it shall, subject to the payment of or the making of sufficient provision for all subsisting claims on the Association, pay to the owner of the shares on his application a sum not exceeding the amount paid up or credited on the shares.

Repayment on request

13 The amount paid up or credited on any shares of a member in excess of the shares he is required to hold under rule 7 may on his ap plication be repaid to him, if all subsisting claims on the Association have been paid or sufficient provision has been made for the payment thereof. Upon repayment as aforesaid of the amount paid up or credited on any shares, the said shares shall be cancelled.

Members may withdraw

14 (1) Any member may withdraw from the Association by giving the secretary one month's notice in writing of his intention so to do and on the expiration of such notice the shares belonging to that member shall be cancelled.

(2) The committee may, subject to the payment of or the mak ing of sufficient provision for all subsisting claims on the Association, pay to any member withdrawing from the Association in respect of the shares held by him an amount not exceeding the amount paid up or credited thereon at the date of withdrawal.

Expulsion

15 A member may be expelled by a resolution carried by the votes of two-thirds of the members present in person or by proxy and voting on a poll at an annual or a special general meeting at the Association of which notice has been sent to him by order of the committee not less than one calendar month before the meeting. Such complaint shall contain partic ulars of the conduct complained of and shall call upon the member to answer the complaint and to attend the meeting called under this rule. At such meeting the members shall consider evidence in support of the complaint and such evidence as the member may wish to place before them. If on due notice having been served upon him the member fails to attend the meeting without due cause the meeting may proceed in his absence.

Determination of an occupancy

16 Upon the determination of an occupancy otherwise than by rea son of the occupant ceasing to be a member, the Association shall pay to him the amount paid up or credited on his shares or such lesser sum as the committee may determine to be equitable having regard to the state of deficiency, if any, of the funds.

Borrowing power of Association

17 (1) The Association shall have power to borrow money for the purposes of the Association and to secure the amount of money bor rowed by mortgaging or charging any of its property provided that —

(a) the amount of money remaining undischarged shall not exceed $ [blank]; and

(b) that the interest payable in respect of any money bor rowed does not exceed the statutory rate as fixed by the Interest and Credit Charges (Regulations) Act 1975.

(2) The Association shall not receive money on deposit.

(3) Subject to these Rules the committee shall have power to determine from time to time the terms and conditions upon which money is borrowed and to vary such terms and conditions.

Donations

18 The Association may receive from any person, whether a member or not, donations towards the work of the Association.

General meetings

19 As soon as convenient after the registration of the Association and thereafter within six calendar months after the close of each finan cial year of the Association, the Association shall hold a general meeting which shall be called the annual general meeting.

Functions of annual general meetings

20 The functions of annual general meetings shall be—

(a) to receive a statement of the accounts and report upon the business of the Association during the period em braced therein and upon the state of its affairs at the expiration of such period;

(b) to elect the auditor and to fill vacancies on the commit tee as hereinafter provided, and to fix the remuneration, if any, of the committee; and

Special general meetings

21 All general meetings other than annual general meetings shall be called special general meetings and shall be convened by the secretary either upon an order of the committee or upon a written requisition signed by not less than three of the members stating the purposes for which the meeting is to be convened. Such meetings shall be held as soon as possible after the receipt of such order or requisition. Should the secretary fail to convene a special general meeting within fourteen days after delivery to him of the requisition, the members who have signed the requisition may themselves give notice of and convene the meeting. A special general meeting shall not transact any business other than that mentioned in the notice convening the meeting.

Notice of general meetings

22 (1) A general meeting shall be convened by notice in writing posted or delivered to every member at his registered address not less than seven clear days before the date of the meeting, specifying whether the meeting is an annual or special general meeting, stating the time and place thereof and every purpose for which it is convened. No general meeting shall be invalidated by the non-receipt of notice thereof by any member.

(2) A notice or communication sent by post to a member at his registered address shall be deemed to have been duly served 48 hours after being posted or delivered.

Proceedings at general meetings

23 (1) No business shall be transacted at any general meeting of the Association unless a quorum of members is present at the time the meeting proceeds to business. Six members or, if the number of mem bers at any time exceeds sixty members, one-tenth thereof shall form a quorum.

(2) If no quorum is present within half an hour of the time ap pointed for the meeting, the meeting, if convened on a requisition of the members, shall be dissolved, but in any other case shall stand adjourned until a date to be fixed by the Chairman within fourteen days. Business may be transacted at a meeting so adjourned without a quorum being present.

Chairman

24 At all general meetings of the Association the chairman of the committee shall preside as chairman, or if there is no such chairman, or if he be not present, the members present shall elect a member of the committee present to be the chairman of the meeting.

Adjournment

25 The chairman of the meeting may with the consent of those members present adjourn any meeting, but no business shall be trans acted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Carrying of resolutions

26 (1) Subject to the provisions of rule 31 relating to the election of committeemen and to the provisions of rule 28, a resolution put to the vote at a general meeting of the Association shall be decided on a show of hands.

(2) Subject to any special direction contained in any of these Rules a resolution shall be carried if a simple majority of votes is recorded in its favour.

(3) A declaration by the chairman of the meeting that a resolu tion has been carried or not carried, or carried or not carried by a partic ular majority, and an entry to that effect in the minute book of the Asso ciation, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded in favour of or against such resolution.

Votes

27 (1) At all general meetings of the Association every member shall have one vote.

(2) In case of an equality of votes on a show of hands or on a ballot for the election of committeemen at any general meeting, the chairman of the meeting shall have a second or casting vote.

Proxies

28 (1) Votes may be given personally or by proxy.

(2) The instrument appointing a proxy shall be in writing under the hand of the appointee or of his attorney duly authorized in writing or, shall be in the form approved by the committee, and shall be deposited at the registered office of the Association not less than two clear days before the day fixed for holding the meeting at which the person named in such instrument is authorized to vote, and in default the instrument of proxy shall not be treated as valid. Any question as to the validity of a proxy shall be determined by the chairman of the meeting, whose deci sion shall be final.

Acceptability

29 Any question as to the acceptability of any vote whether tendered personally or by proxy shall be determined by the chairman of the meet ing, whose decision shall be final.

Committee of management

30 (1) The Association shall have a committee of management which shall manage the business of the Association.

(2) The committee shall consist of [blank] committeemen who shall be members and may include a person appointed by the Corporation as the circumstances may require, or if so determined as hereinafter men tioned, of such greater number not exceeding fifteen as may before the first annual general meeting be determined by the first committeemen and then from time to time by the Association in general meeting.

(3) Until the first annual general meeting, the committee shall consist of the members who have signed the application for registration of the Association, a person appointed by the Corporation (if any) and such other persons, if any, as the Committee may appoint within the limit provided by paragraph (2) of this rule.

(4) The committee may from time to time co-opt for any period any suitable persons, whether members of the Association or not, to serve on the committee or on a sub-committee, as the case may be, but they shall have no vote.

(5) The remuneration, if any, of committeemen and of persons co-opted to the committee shall be determined from time to time by the Association in general meeting, but the committee shall have power to remunerate any particular committeeman or person co-opted for special services rendered to the Association.

Election of committee

31 (1) At each general meeting of the Association, all the commit teemen for the time being shall retire from office.

(2) A retiring committeeman shall be eligible for renomination to the committee.

(3) If at any general meeting the committeemen nominated for re-election together with any other members of the Association duly nominated for election to the committee do not exceed the number of committeemen to be elected, having regard to any determination made under rule 30(2), the committeemen and members nominated shall be declared by the chairman to have been duly elected or re-elected. But if the committeemen and members nominated together exceed the number of committeemen to be elected the meeting shall elect from amongst them the members to serve on the committee by ballot at the general meeting in the manner directed by the chairman. Each member present in person or by proxy shall be entitled to one vote for each vacancy to be filled but shall not give more than one vote to any one candidate.

(4) Nominations for the committee shall be in writing, state the full name, address and occupation of the member nominated, be signed by the member making the nomination, contain a signed statement by the member nominated of his willingness to be elected and be left at the registered office not later than 3 days before the date appointed for the general meeting at which vacancies in the committee are to be filled.

(5) Nothing in this rule or rules 32 and 33 shall apply to any person appointed by the Corporation as a committeeman.

Vacancies

32 (1) If a vacancy caused by the retirement or removal of any

committeeman is not filled at the meeting at which he retires or is re moved, the vacancy may be filled by the committee.

(2) A casual vacancy on the committee occurring by death or resignation or under rule 33(2) may be filled by the committee and the member appointed to fill the vacancy shall retire at the next annual gen eral meeting.

Removal of committeeman from office

33 (1) A committeeman may be removed from office by a resolu tion carried by two-thirds of the votes given thereon at a special general meeting which may proceed to fill the vacancy.

(2) A committeeman shall be deemed to have vacated his office if he becomes bankrupt, or compounds with his creditors, or is convicted of an offence and sentenced to a term of imprisonment, or ceases to be a member, or absents himself from four consecutive meetings of the com mittee without special leave of absence.

Conflict of interest

34 A committeeman who himself or any member of his family is in terested personally or as a member of a firm, director of a company or officer of a bank in any contract arrangement or other transaction to be considered by the committee shall disclose his interest and neither vote thereon or remain present during its consideration.

Meetings and quorum

35 (1) The committee shall meet at least three times in every cal endar year.

(2) Unless the committee decides on a higher number [blank] commit teemen shall form a quorum.

(3) If the number of committeemen falls below a quorum the remaining members shall forthwith call a general meeting of the Associ ation in order to fill the vacancies on the committee.

Election of chairman

36 The committee shall, at their first meeting after the registration of the Association and subsequently after each annual general meeting elect a chairman from their own number to hold office until the next an nual general meeting. He shall be the chairman of the Association and shall be removable from the office of chairman only by a vote of two-thirds of the members of the committee present at a special meeting called for that purpose. if at any meeting of the committee the chairman is absent the members of the committee present shall elect one of their number to be chairman of the meeting. In the case of an equality of votes at a meeting of the committee the chairman of the meeting shall have a second or casting vote.

Special meetings

37 A special meeting of the committee may be called by a notice in writing, given to the secretary by the chairman of the committee, or by two committeemen, specifying the business to be transacted thereat. The secretary shall communicate every such notice to all committeemen and persons co-opted to the committee in writing as soon as possible after the receipt thereof, and the meeting shall be held at the ordinary place for meetings of the committee not earlier than two clear days and not later than four clear days after the receipt by the secretary of such no tice, and no other business shall be done at the meeting than the busi ness named in the said notice.

Sub-committees

38 The committee may delegate any of its powers to any subcom mittee consisting of such committeemen or persons co-opted to the committee or the sub-committee as it thinks fit, which shall in the func tions entrusted to them conform to the instructions given them by the committee, and any such sub-committee shall be governed by the provi sions herein contained for regulating the meetings and proceedings of the committee so far as they are applicable and by any regulations which may be imposed on it by the committee.

Validity of proceedings

39 All acts done in good faith by any meeting of the committee or of any sub-committee shall (notwithstanding that it shall be afterwards dis covered that there was any defect in the appointment of any committee man or committeemen or that any one or more of them were disqualified) be as valid as if every committeeman had been duly appointed and was duly qualified to serve.

Resolutions signed by all

40 A resolution in writing signed by all committeemen or by all the members of a sub-committee shall be as valid and effectual as if it had been passed at a meeting of the committee or sub-committee duly called and constituted.

General powers of committee

41 The committee shall have full power to conduct and superintend the business of the Association, and may exercise all such powers and do all such acts as may be exercised or done by the Association, and are not by these Rules or by laws expressly directed or required to be done by the Association in general meeting, subject nevertheless to the provi sions of these Rules and any regulations made from time to time by the Association in general meeting. The committee shall in all things act for and in the name of the Association.

Specific powers of committee

42 Without prejudice to the general powers conferred upon the committee by these Rules, it is hereby expressly declared that the com mittee may exercise the following powers —

(a) purchase, build upon, lease, mortgage, sell or exchange any land, and to enter into all contracts for the Associa tion and settle the terms thereof;

(b) compromise, settle, conduct, enforce, or resist either in a court of law or by arbitration any suit, debt, liability or claim by or against the Association;

(c) determine from time to time the terms and conditions upon which the property of the Association is to be let, leased or sold, and, make, revoke, and alter and at all times enforce as it thinks fit such terms and conditions;

(d) retain or employ and determine the retainer or employ ment of barristers and attorneys, architects, engineers, surveyors, professional or technical advisers, and em ployees of every description;

(e) pay all such expenses, including travelling expenses, as are properly incurred by any committeeman or person co-opted to the committee or a sub-committee in the ex ecution of his duties;

(f) provide proper books for entering the accounts of all business carried on by the Association, and the minutes of all meetings thereof, and of their own proceedings; and. to pay any expenses incurred by meetings of the committee.

Secretary and other officers

43 (1) The Association shall have a secretary and such other offi cers as the committee may from time to time determine who shall be ap pointed and may be removed by the committee.

(2) The secretary and other officers, if any, mentioned in para graph (1) of this rule, shall act under the supervision, control and direc tion of the committee, and without prejudice thereto the secretary shall in particular —

(i) summon and attend all meetings of the Associa tion and of the committee and keep the minutes referred to in rule 45;

(ii) keep the register of members and other registers required to be kept by these Rules; prepare and send all returns required to be made to the Cor poration; have charge of the seal of the Associa tion;

(iii) unless the committee otherwise direct, keep all the books of accounts and receive all contribu tions and other payments due from the mem bers and other persons to the Association and pay over the amount so received as the commit tee direct.

44 (1) The Association shall keep at its registered office a register of members in which the secretary shall enter the following particulars—

(a) the names and addresses of the members;

(b) a statement of the shares held by each member and the amount paid therefor;

(d) the date at which each person was entered in the regis ter as a member and the date at which any person ceased to be a member;

(e) the names and addresses of the officers of the Associa tion with the offices held by them respectively and the dates on which they assumed office.

(2) The inclusion or omission of the name of any person in or from the register of members shall, in the absence of evidence to the contrary, be conclusive that such person is or is not a member of the As sociation.

Minutes

45 Minutes shall be kept of every general meeting and of every meeting of the committee and such minutes shall be read at the next of such meetings respectively and signed by the chairman of the meeting at which they are so read. All minutes so signed shall be conclusive evi dence of any fact stated therein as between the Association and every member.

Seal

46 The Association shall have a seal which shall be kept in the custody of the secretary, and shall be used only under the authority of a resolution of the committee, and the affixing of the seal shall be attested by the signatures of two committeemen and the counter signature of the secretary for the time being.

Security of books

47 All books of account, registers, securities and documents of the Association shall be kept at the registered office in such manner and with such provisions for their security as the committee from time to time determine.

Investment of funds

48 Any money not required for immediate use or to meet the usual accruing liabilities may, with the consent of the committee or of a major ity of the members present and entitled to vote in general meeting, be in vested in any investment authorized under the Trustee Act 1975 for the investment of trust property.

Surplus

49 (1) No portion of the income or property of the Association shall be paid or transferred either directly or indirectly by way of dividend, bonus or otherwise by way of profit to members of the Association.

(2) The net surplus, if any, from the business of the Association may be applied as follows —

(a) in setting aside to reserve such sum as a general meet ing on the recommendation of the committee may direct;

(b) in allocating such sum as a general meeting may direct to a common fund to be used for rent rebates, additional amenities or improvements or for such other purposes of a similar nature as the committee shall recommend.

(3) Any surplus not applied as provided in paragraph (2) shall be carried forward to the following year.

Accounts

50 The committee shall cause proper accounts of the Association to be kept by the secretary.

(2) It shall be the duty of the committee to keep a copy of the last annual balance sheet and of the report of the auditor on the balance sheet always hung up in a conspicuous place at the registered office of the Association.

Audit

51 (1) The Association shall in each financial year appoint a quali fied auditor or, subject to paragraph (2) of this rule, two or more persons who are not qualified auditors to audit its accounts and balance sheet for that year. For the purpose of this rule "qualified auditor" means a mem ber of the Institute of Chartered Accountants of Bermuda.

(2) Subject to paragraph (5) of this rule the Association may appoint as auditors two or more persons who are not qualified auditors to audit its accounts for any year of account if —

(a) the receipts and payments of the Association in respect of the previous year of account did not in the aggregate exceed $10,000;

(b) the number of its members at the end of that year did not exceed 20.

(3) Save as provided in paragraph (4) of this rule every ap pointment of any auditor shall be made by resolution of a general meet ing of the Association.

(4) The first appointment of an auditor shall be made within three months of the registration of the Association and shall be made by the committee if no general meeting of the Association is held within that time. The committee may appoint an auditor to fill any casual
vacancy occurring between general meetings of the Association. Any auditor ap pointed by the committee who is not a qualified auditor shall hold the appointment until the conclusion of the first or next annual general meeting, as the case may be.

(5) A qualified auditor appointed to audit the accounts and balance sheet of the Association for the preceding year of account, whether by a general meeting or by the committee, shall be reappointed as auditor of the Association for the current year of account, whether or not any resolution expressly re-appointing him has been passed unless—

(a) a resolution has been passed at a general meeting of the Association appointing somebody instead of him or pro viding expressly that he shall not be re-appointed; or

(b) he has given to the Association notice in writing of his unwillingness to be re-appointed; or

(d) he has ceased to act as auditor of the Association by reason of incapacity:

Provided that a retiring auditor shall not be automatically re-ap pointed by virtue of this rule if notice of an intended resolution to ap point another person in his place has been given in accordance with paragraph (6) of this rule and the resolution cannot be proceeded with because of the death, incapacity or ineligibility of that other person.

(6) A resolution at a general meeting of the Association —

(i) appointing another person as auditor in place of a retiring qualified auditor; or

(ii) providing expressly that a retiring auditor shall not be re-appointed,

shall not be effective unless notice of the intention to move it has been given to the Association not less than twenty-eight days before the meeting at which it is moved. On receipt by the Association of notice of the intention to move any such resolution the Association shall forthwith send a copy of the notice of the resolution to the members and to the re tiring auditor.

(7) None of the following persons shall be appointed as auditor of the Association —

(a) an officer or servant of the Association;

(b) a person who is a partner of or in the employment of or who employs an officer or servant of the Association; or

(8) The auditor shall make a report to the Association on the accounts examined by him and on the revenue account or accounts and the balance sheet of the Association for the year of account in respect of which he is appointed.

Committee to lay audited statements before Association

52 The committee shall lay a revenue account and balance sheet duly audited and signed by the auditor and incorporating the report of the auditor thereon before each annual general meeting, accompanied by a report by the committee on the position of the affairs of the Associa tion.

Disputes

53 Every dispute between a member of the Association or any per son aggrieved who has not for more than six months ceased to be a member or any person claiming through such a member or person ag grieved and the Association, any of its officers, any other member or per son so aggrieved in relation to any business relating to the Association shall be submitted to arbitration under the Arbitration Act 1986.

Bermuda Consolidated Legislation

Bermuda Housing Association (Model Rules) Regulations 1982