Constitution

The Constitution

As adopted on 30 October 2017

1. NAME

The name of the Group shall be the "Share Plan Lawyers Group".

2. OBJECTS

The objects of the Group are:

(a) to afford opportunities for the discussion of law and practice relating to employee share plans and related employee incentivisation matters and any other matters of interest to Members of the Group;

(b) to provide training for lawyers (including trainee solicitors and pupil barristers) practising in the area of employee share plans;

(c) to discuss matters of interest with HM Revenue & Customs and other public and private sector bodies and, where appropriate, to lobby on behalf of Members and their clients on issues affecting employee share plans; and

(d) to do all such other lawful things as are incidental to or conducive to the attainment of the above objects or any of them.

3. MEMBERSHIP

General

(a) In this Rule, "lawyer" means (i) a United Kingdom qualified barrister or solicitor or (ii) a person who is qualified to practice as a lawyer in any other jurisdiction; or (iii) any other person who, in its absolute discretion, the Executive Committee believes to be suitably qualified by reason of experience or training or both.

Members

(b) Any person who satisfies the Executive Committee that:

(i) they are a lawyer (including a trainee solicitor or pupil barrister);

(ii) they are engaged in private practice in the United Kingdom in an independent law firm, in
barristers chambers or as a sole practitioner or that they are retired from legal practice; and

(iii) their work includes (or if retired, included) the giving of advice on employee share plans law and practice; and who completes such application form, which may include sponsorship by existing members of the Group, as the Executive Committee from time to time prescribes, is eligible to become a Member.

(c) The Executive Committee may in its absolute discretion admit as a Member any person or, allow a person to remain as a Member, who does not fully comply with all of the requirements of Rule 3(b). The Executive Committee may refuse admission without giving reasons for such refusal and without any liability for that refusal.

(d) Should the circumstances of any person at any time change so that, in the opinion of the Executive Committee, they would not satisfy the requirements at that time for membership, the Executive Committee may suspend or terminate their membership with immediate effect.

(e) A Member who fails to pay the subscription due by such date as is specified will cease to be a member on that date, unless the Executive Committee decides otherwise.

(f) Should any Member act in any way which, in the opinion of the Executive Committee, is likely to place the Group or its Members in disrepute or to lead to a misrepresentation of the Group or its views, or if the Member is otherwise guilty of misconduct in relation to the Group, the Executive Committee may suspend or terminate their membership or, if an officer, remove them from office.

(g) If any person’s membership terminates in accordance with any of Rules 3(d) to (f) (inclusive), then they shall not be entitled to any refund of any subscription paid.

4. THE EXECUTIVE COMMITTEE

(a) The Group shall be administered by an Executive Committee comprising the following Members:

(i) the Chair, Secretary and Treasurer ("Officers");

(ii) the Chair (or a Co-Chair) of each Sub-Committee; and

(iii) such further Members as may be invited by the Executive Committee.

(b) Any member of the Executive Committee may be removed from office and/or from membership of the Executive Committee by a unanimous vote of the Executive Committee at a committee meeting (the individual in question not being eligible to vote) or by the General Meeting in accordance with Rule 10.

5. APPOINTMENT OF OFFICERS AND CHAIRS

(a) The Officers shall be determined by the Executive Committee from time to time. Officers will, however, normally be appointed for a 3 year term, which may be renewed. An Officer’s term of office will cease if they cease to be Members or if they are otherwise removed from office in accordance with this Constitution.

(b) The Chairs (or Co-Chairs) of each Sub-Committee shall be determined by the Executive Committee from time to time. Chairs (or Co-Chairs) will, however, normally be appointed for a two-year term, which may be renewed. A Chair’s (or Co-Chair’s) term of office will cease if they cease to be Members or if they are otherwise removed from membership of the Executive Committee in accordance with this constitution.

6. QUORUM

The quorum for meetings of the Executive Committee shall be [three], of whom at least one shall be an Officer. Members may attend meetings of the Executive Committee by telephone or other electronic means acceptable to the Executive Committee and shall count towards the quorum if they do so.

7. PROCEEDINGS OF THE EXECUTIVE COMMITTEE

(a) Executive Committee meetings shall be held as frequently as the Executive Committee thinks fit.

(b) Decisions at Executive Committee meetings shall be taken by majority. In the event of a tie, the Chair will have a casting vote.

(c) The Executive Committee may delegate any of its powers under the Constitution to any one or more of the members of the Executive Committee or such other persons as the Executive Committee in its discretion decides.

8. SUB-COMMITTEES

(a) The Executive Committee may appoint sub-committees with such membership, powers, functions and terms of reference as the Executive Committee shall prescribe. Each such sub-committee shall have a Chair (or two or more Co-Chairs).

(b) Those sub-committees may include a Tax Committee, Training and Social Committee and Corporate & Regulatory Committee.

9. PROTECTION

(a) Save as provided in

(b), Officers and other members of the Executive Committee shall be entitled to be indemnified out of the assets of the Group against any liability or expense which they incur as a consequence of acting for the Group or in relation to the activities of the Group, save where such liability or expense is incurred as a result of the fraud or wilful default of that person.

(b) Officers and other members of the Executive Committee or of any sub-committee are not entitled to recover the cost of traveling to, or attendance at, meetings of the Group, unless the Executive Committee otherwise agrees.

(c) The Group may purchase such insurance as the Executive Committee thinks fit in relation to the liability of members of the Executive Committee or any sub-Committee.

10. GENERAL MEETINGS

(a) General Meetings may be convened by the Executive Committee or on the requisition of 25% of the Members. At least 14 days' notice shall be given to Members on calling a General Meeting. In lieu of a General Meeting, the Executive Committee shall have power to arrange for a ballot of the Members on any matter.

(b) The quorum at general meetings shall be 10 Members present in person or by proxy.

(i) remove any Officer from office or any member of the Executive Committee from membership of the Executive Committee. Any such resolution must be passed by [a simple majority] of Members attending and voting (in person or by proxy);

(ii) approve changes to the Constitution in accordance with Rule 15; or

(iii) resolve to wind-up the Group in accordance with Rule 16.

11. VOTING

(a) Voting at a General Meeting shall be by a show of hands of the Members or, if the Chair so decides by a ballot of those Members present in person or by proxy. Prior to any ballot at the meeting or after any vote by show of hands, a ballot of Members as a whole may be demanded by more than 25% of those Members present in person or by proxy. Voting may be by proxy.

(b) Where a ballot of Members is to be held, it shall be conducted in such manner as the Executive Committee shall from time to time decide and notify in writing to Members.

12. COMMUNICATIONS WITH MEMBERS

Communications with Members may be sent by post or in electronic form.

13. SUBSCRIPTIONS

(a) Subject to Sub-rule 13(b), an annual subscription shall be payable in advance on 1 June each year. The annual subscription shall be of such amount as the Executive Committee decides from time to time. The Executive Committee may, if it thinks fit, reduce the subscription payable by a retired Member.

(b) A joining fee of such amount as is decided by the Executive Committee from time to time, shall be paid in respect of a new Member on the date of joining for the period to the next 31 May. The Executive Committee shall have discretion to allow for a lower annual subscription or waive payment of the annual subscription for the next following financial year in the case of new members joining in the month (or such other period as the Executive Committee consider reasonable) prior to 1 June.

(c) A Member is not entitled to a refund if he or she ceases to be a Member after payment of his or her subscription for that year.

14. INCOME AND EXPENDITURE

(a) The Treasurer shall keep an account of the income and expenditure of the Group and of its assets and liabilities.

(b) The banking account shall be in the name of the Group and withdrawals, cheques, transfers and other instructions to the bank shall be subject to such limits and authorities as the Executive Committee shall approve from time to time.

(c) The funds of the Group may be applied as the Executive Committee thinks fit in order to further the objectives of the Group. In particular, subject to Sub-rule 9(b), the funds may be used to meet expenses incurred by any Member or by any Member’s firm.

(d) The Group may meet all the costs of any training or other event of the Group or make such charges for attendance at such event as the Executive Committee thinks fit.

15. CHANGES IN CONSTITUTION

The Constitution of the Group, as set out in this document, may be amended by the unanimous agreement of the members of the Executive Committee, subject to at least 14 days notice of change having been given to Members. Alternatively, the Constitution of the Group may be amended by the agreement of 75% of Members attending and voting (in person or by proxy) at a General Meeting or otherwise if 75% of votes cast following a ballot of Members are in favour of that amendment.

16. WINDING-UP

(a) The Group may be wound up by resolution passed by 75% of Members attending and voting (in person or by proxy) at a General Meeting of the Group.

(b) In the event that the Group is wound up then any surplus funds, after meeting all expenses and liabilities of the Group, will be applied either:

(i) as provided in the resolution for the winding-up of the Group; or

(ii) if no such provision is made in that resolution, by way of donation to another organisation or association whose objectives include the promotion of employee share ownership or to any registered charity, in each case as the Executive Committee thinks fit.

30 October 2017

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