Mansion Investment Club Rules

1.The Affairs and Aims of the Club
a)The affairs of the club shall be conducted in accordance with the letter and spirit of the constitution laid down by the members. The constitution may only be changed by agreement of not less than 75% of current members of the club.

b)The aims of the club are to foster and promote a greater financial knowledge and awareness of investment products, including investment thereof, and to create social well being with like minded individuals.

2. Officers
The affairs of the club shall be managed by three officers; the Chairman, Honorary Secretary, and Honorary Treasurer, who shall be elected by a simple majority of members attending the annual general meeting of the club. These officers shall resign at the following annual general meeting, but shall be eligible for re-election. If an officer should leave the club, die, or otherwise be unable to continue to carry out his/her duties, a replacement may be elected at a subsequent meeting of members. Other officers may be elected from time to time to assist those officers currently elected.

3.Meetings
a)Meetings shall normally be held each month, one of which shall include the annual general meeting at which all members shall be entitled to be present and to vote on all matters. However, the number of meetings may be altered depending upon circumstances.

b)Dates of meetings may be varied in accordance with a resolution supported by a simple majority of those attending a properly constituted meeting of the club.

c)All members shall be given at least five day's notice of dates and venues of meetings.

d)A special general meeting may be convened by not less than three members for the purpose of resolving any special items of club business, subject to a written request being submitted to the Secretary, who shall without undue delay then give at least fourteen days notice to all members.

4.Membership
In accordance with the constitution, the membership of the club shall not exceed twenty persons at any time.

5.Voting Rights
a)Votes on any resolution may only be carried at a meeting where there is a quorum comprising of six current members.

b)Each member shall have equal voting rights, regardless of date of joining, and number of units held.

c)Any vote passed relating to club policy, rules or constitution, shall be effective for a period of not less than six months, after which a proposition to amend or rescind may be tabled.

6.Investment Policy
a)Investments shall be made in amounts of sufficient value as to reduce the impact of dealing costs.

b)The club is not bound to make purchases or sales at every meeting.

c)Any member wishing to nominate a share for consideration shall present some reasoning to support his/her nomination.

d)Each share in the club portfolio at any one time shall have a nominated monitor to watch progress and report. There shall be no binding obligation or responsibility placed upon any member undertaking this role.

7.Purchase and use of Periodicals, Newspapers, & Computer related products
The purchase and use of periodicals, newspapers, and other media to be used for investigative and research purposes by the club, shall have the agreement of members in a vote. The question of whether the cost shall be provided personally by members or by the club shall also require the agreement of members in a vote.

8.Sale of Shares
a)A member nominating a shareholding for sale shall present some reasoning behind the argument. Any decision to sell a shareholding immediately following a meeting, i.e. the next day, shall, save as hereinafter provided, require the agreement of members in a vote.

b)A decision to sell a shareholding may also be made at any time between meetings, and without a vote, but must comply with the approved guidelines governing the operation of the stop loss policy.

c)Shareholdings may also be sold under Rule 27 providing the criteria for that rule are met.

d)A member may give written notice of his/her intention to sell back to the club any number of his/her unit holding. This action shall be in the spirit of the club and for personal reasons; not for financial speculation. The sum to be realised shall be the lesser value of either a) the number of units to be sold multiplied by the unit value calculated in accordance with Rule 14a, or b) the unit value as calculated on the date of the meeting following due notice, and both shall be subject to any club brokerage as may be applicable at the time. The units sold shall then be offered for sale to the remainder of the membership under Rule 17b, and at the same unit value.

9.Stop Loss Policy
The club may by majority vote taken at a members' meeting operate a stop loss policy in order to protect investments by locking in profits and reducing losses in relation to some or all of the shares held in the club's portfolio. This policy shall be governed by guidelines which shall be approved by the membership in a vote at the annual general meeting, but also as and when deemed necessary at a properly constituted meeting of the club.

10.Election of New Members
a)A prospective member shall be invited to attend an ordinary meeting in order to meet members and assess the running of the club. He/she may participate in that meeting but shall have no voting rights. At the end of the meeting, should the prospective member decide to join, then a proposition to this effect may be tabled.

b)A prospective member must be proposed and seconded by two existing members at an ordinary meeting of the club. Subject to acceptance by all members attending that meeting, the name and address of the prospective member shall be included in the minutes which shall be circulated to all members prior to the next general meeting, at which a proposition for final acceptance may be tabled.

c)The election of a new member is conditional upon there being no objection from a member during the meeting at which the application is considered. Should a member objecting be unable to attend the meeting, the objection may be submitted in writing.

d)The club reserves the right to refuse membership to any person without giving a reason.

11.Withdrawal of Membership
a)A member shall cease to be a member of the club if he/she is in contravention of Clause 15 of the constitution.

b)If a member should die or cease to be a member for any reason, the club shall pay to the member, or in the case of a deceased member, to the person(s) duly entitled to receive monies on behalf of the deceased member, an amount equal to the former member's share in the assets of the club as defined in Rule 16c.

12.Costs
a)All members shall pay a joining fee of £100, which shall rank on par with monthly subscriptions, in that it shall purchase for that member an appropriate number of units according to the unit value at the time of joining.

b)The level of joining fee may be varied at the club's annual general meeting or other properly constituted meeting of the club.

c)Additionally, upon joining any new member shall pay an administration fee of £10, which shall be recorded on the monthly 'Cash Account' sheet. This fee is non returnable and does not purchase for that member any units or parts thereof.

d)'Club brokerage' is an administration charge applied to the purchase of units by a member, (other than those bought by monthly subscription, or under Rule 17b), or the sale of units by members under Rule 8d. The value of such brokerage, and whether or not it is to be applied, shall be determined at the club's annual general meeting or other properly constituted meeting of the club.

13.Subscriptions
a)All members shall pay a monthly subscription which shall be paid into the club's bank account on or around the 1st day of each month by means of bank standing order. The value of the subscription is for each member to decide, but shall not exceed the agreed maximum.

b)Each member's subscription shall purchase for that member an appropriate number of units according to the unit value declared at the meeting preceding the date when the subscription was paid.

c)The Treasurer shall notify any member who is in arrears with subscriptions.

d)The maximum monthly subscription may be varied at the club's annual general meeting or other properly constituted meeting of the club.

14.Capital Account
a)The club's assets shall be valued monthly by the Treasurer as at the 28th of each month or, if the market is closed on that date, at the close of business on the prior day the market was open. The value of investments shall be based on the 'middle' closing prices recorded in the 'Financial Times' or other reliable source of stock market information.

b)The Treasurer shall provide details of the monthly valuation using the forms, 'Cash Account,' 'Members' Capital Accounts,' and 'Monthly Assets Statement' which shall be distributed to members, by e-mail or post, some seven to ten days before the next members' meeting. Other information may also be included.

c)The Treasurer shall provide a brief report at the meeting which shall include the value of the club's assets, the bank balance, and the current unit value.

15.Members' Accounts
An account shall be kept for each member of the club showing the total investment made by that member by means of subscription, joining fee or any additional purchase of units, the total of any withdrawals made by sale of units back to the club, the total number of units currently held and the current value of his/her holding.

16.Members Leaving the Club
a)Resignations must be submitted in writing to the Chairman, Treasurer, or Secretary not less than fourteen days before the meeting at which the resignation is to take effect.

b)Members upon leaving the club, whether by resignation or as the result of termination of membership under Rule 11, shall sell back to the club their entire holding of units.

c)The amount to be paid to a member leaving the club shall be calculated by multiplying the total number of units held by the member, by the unit value calculated in accordance with Rule 14a, subject to deduction of club brokerage (if applicable) and any legal fees incurred by the club in connection with the withdrawal of the member. Any surplus cash held to the member's credit shall be added to the amount to be paid.

d)Payment to the member who has left the club shall be made as soon as possible and in any event within ninety days of the resignation, or otherwise termination of membership becoming effective.

17.Additional Units
a)No member may be permitted to purchase additional units, the number of which when added to his/her existing holding, exceeds the highest number of units held by any other member, except as outlined in Rule 17b.

b)Units sold back to the club under Rule 8d or 16b may be offered to the membership for purchase at the settlement price, and with no club brokerage. The procedure is detailed in guidelines, which shall be approved by the membership in a vote at the annual general meeting, but also as and when deemed necessary at a properly constituted meeting of the club.

18.Running Costs
No member of the club shall be compensated for providing services to the club. Expenses incurred in running the club shall be recorded in the club's cash account which shall be funded from the club's subscriptions and other income. The Treasurer shall maintain a full and accurate record of all expenditure which shall be submitted to the auditor annually.

19.Banking
a)The club's bankers shall be determined annually at the annual general meeting, but may be changed by a simple majority of members in a vote passed at any properly constituted meeting of the club.

b)All cheques drawn on the club's account shall require two authorised signatures. Where possible one of the signatories shall be that of the Chairman. In the event of one authorised signatory being unavailable for an extended period, the officers of the club may authorise a further signatory for the period involved. All income shall be paid direct into the club's bank account except where members have approved an arrangement whereby the club's stockbroker retains funds from the sale of one or more investments pending the purchase of other investments.

20.Brokers
a)The club's stockbroker shall be determined annually at the annual general meeting, but may be changed by a simple majority of members in a vote passed at any properly constituted meeting of the club.

b)A maximum of two named officers of the club shall be authorised at any one time to buy or sell investments on behalf of the club. However, in the event of extended absence, for whatever reason, another officer or member may be appointed, by the agreement of the membership at a properly constituted meeting of the club.

c)No member is authorised to commit the club beyond the cash held by the bank or broker.

d)All cheques due to the club's account are to be made out to the club's name and shall be non transferable.

21.Commitments
No club member shall make any commitment on behalf of the club or commit club funds without written authorisation to do so.

22.Amendments of Rules
The rules of the club may be amended or rescinded at any properly constituted meeting of the club subject to agreement by at least 75% of members present, and the stipulated period at Rule 5c has been met.

23.Minutes
The minutes of club meetings shall be kept and shall be available for inspection by any member of the club at any reasonable time.

24.Disputes
a)Any dispute as to the interpretation of these rules shall be decided by the Chairman unless any notice is properly served in writing requesting that the matter should be resolved at any properly constituted meeting of the club.

b)Any dispute relating to the valuation of a member's share in the assets of the club or his/her entitlement to that share, shall be decided by a chartered accountant (to be appointed by the Chairman) of at least seven years' standing whose certificate of decision shall be final. Fees incurred in obtaining this decision shall be paid by the party to the dispute against whom the decision is made, or in the case of this not being clear, the fees shall be shared between the club and the member or ex-member concerned.

25.Winding Up
The club shall be wound up and all assets divided among members (after payment of club expenses) in accordance with the number of units held by each member, if a resolution to that effect is passed by at least 75% of the members at any properly constituted meeting of the club.

26.Tax Liability
Membership of the club implies acceptance of proportional tax liability on trading profits made by the club in any tax year.