Rules of Glasgow Taxis Limited

RULES OF GLASGOW TAXIS LIMITED

REGISTERED NO. 2522 R(S)

1. Name 2. Objects 3. Powers 4. The Registered Office 5. Use of Name 6. Membership – Terms of Admission and Shareholding 7. Membership – Shareholding, Contributions and Cessation of Membership 8. Share Capital 9. Disciplinary Measures & Expulsion of Members 10. Borrowing Powers 11. Meetings 12. Officers 13. Remuneration of Officers 14. Election of Officers 15. Treasurer 16. Secretary 17. Sub-Committees 18. Board of Management 19. Powers of Board of Management 20. Auditor and audit of Accounts 21. Books of Account 22. Balance Sheet 23. Register of Members 24. Drivers – Registration and Disciplinary Measures 25. Inspection of Books 26. Annual Return 27. Nominations 28. Procedure of Death of a Member 29. Application of Profits 30. Seal 31. Investments 32. Statutory Application to the Assistant Registrar 33. Dissolution 34. Copies of Rules 35. Amendment of Rules 36. Fulfilment of Engagements 37. Arbitration 38. Interpretation 39. Permits 40. Rules to bind Members 1. NAME

The name of the Society shall be GLASGOW TAXIS LIMITED.

2. OBJECTS

The objects of the Society shall be:-

(1) to operate a service of communication by telephone and radio telecommunications (or by other means) between the public and the taxis of its member;

(2) to secure contracts for taxi hirings;

(3) to act as insurance agents and brokers in connection with inter alia placing insurance on the lives and persons of members and their drivers and the employees of the Society against such risks as the Society may decide and for the benefit of such persons as the Society may decide;

(4) the purchase, feu, taking on lease or in exchange or acquisition by other means of any heritable or moveable property rights or privileges which the Society may find necessary or convenient for the attainment of its objects, and to sell, or otherwise dispose of such property rights or privileges;

(5) to carry on any other trade, business, or activity whatsoever which can be carried on in connection with and ancillary to any of the Society’s object or which may be calculated directly or indirectly to improve or benefit the members’ interests;

(6) (a) to promote, protect and generally represent the interest of the members as taxi owners and taxi drivers including without prejudice to that generality, the funding of advertising or litigation in the interests of or for the benefit of the membership, directly or indirectly;

(b) to act on behalf of the membership in:-

(i) negotiations with the Licensing Authority to fix or review scales of taxi fares, and,

(ii) appeals from the decisions of the Licensing Authority fixing or reviewing such fares; (c) to join, participate in, co-operate with or fund any Trade Association with a view to achieving these ends.

3. POWERS

The Society shall have full power to do all acts and things necessary or expedient for the accomplishment of its objects.

4. THE REGISTERED OFFICE

The Registered Office of the Society shall be at 140 Boden St, Glasgow G40 3PX

5. USE OF NAME

The registered name of the Society shall be kept painted or affixed on the outside of every office or place in which the business of the Society is carried on, in a conspicuous position, in letters easily legible and shall be mentioned in legible characters in all notices, advertisements and other official publications of the Society, and in all business letters of the Society and in all its bills of exchange, promissory notes, endorsements, cheques and orders for money or goods, purporting to be signed by or on behalf of the Society, and in all its bill, invoices, receipts and letters of credit.

6. MEMBERSHIP – TERMS OF ADMISSION AND SHAREHOLDING

(1) (a) a person, firm or company shall be eligible to become a member of the Society subject to (First) the approval of the Board of Management and (Second) the Board of Management being satisfied that such person, firm or company is and continues to be the owner of a taxi cab licensed by the statutory authority to ply for hire in the Glasgow City Council Licensed District;

(b) any member of the Society who becomes ineligible under any provision of this Rule to remain as a Member of the Society shall be deemed to be guilty of conduct detrimental to the interests of the Society and may be expelled from the Society in terms of Rule 9 hereof;

(c) none of the following shall be eligible to become or entitled to remain as a Member of the Society:

. a person, firm or company who owns or operates or has an interest in

(i) a taxi which is not licensed by Glasgow City Council or

(ii) any private hire car; . any association, society, firm or company incorporated or unincorporated which at any geographical point within a radius of 25 miles from George Square, Glasgow

(i) owns, operates, controls or regulates or whose members own, operate, control or regulate taxis or private hire cars or,

(ii) owns, operates, controls or regulates any radio apparatus or system controlling taxis or directing taxis or private hire cars to customers;

. any member of any such association, society, firm or company;

(d) each member shall be entitled to own and operate as many taxis as the Board of Management shall approve provided such taxis are owned and operated within the terms of these Rules; on approval of an additional vehicle by the Board of Management the member shall pay an administrative fee, the amount of which will be fixed from time to time by the Board of Management.

(e) each member shall hold 1 Voting share which will be fully subscribed at £300.00 and which shall entitle each member to one vote. No member shall hold more than one Voting share.

(f) the Society shall be entitled to issue to members of the Society Non- Voting Shares of £1.00 each. No right to vote, or to payment of a dividend shall attach to such Non-Voting Shares. No member may hold shares beyond the maximum permitted by law;

(g) the Board of Management may in their absolute discretion and without assigning any reason therefore decline to register the Transfer of any Share. The Board of Management shall subject to such conditions as they may impose register a Transfer of any Voting Share at par value of £300 or any Non-Voting share at par value of £1 provided that the transfer fee:-

(First) has been approved by the Board of Management; and

(Second) is not the holder of a Share of the class to be transferred;

(h) in the event of the death of a member such member shall be deemed to have offered his shares (including both Voting and Non-Voting Shares) to the Society to be redeemed, and such shares shall be redeemed and the value at par of such shares shall be paid to his

executors or representatives on exhibition of Confirmation or other evidence of title satisfactory to the Board of Management; (i) the Board of Management may fix from time to time a non-returnable joining fee of such amount as shall be decided upon by the Board of Management from time to time and such fee shall be payable by a new Member on admission to the Society;

(2) Every candidate for membership of the Society shall sign an application for membership and for (First) one Voting Share and (Second) 300 Non- voting shares or such lesser number of Non-voting shares as may be decided upon by the Board of Management from time to time. Where the candidate is a Partnership the name and address of every partner shall be stated in the Application and every partner shall sign the Application. Where the candidate is a body corporate the Application shall state the name and address of every Office Bearer and be signed by every Office Bearer of the candidate. Every candidate shall undertake that upon admission:-

(a) he will procure that every taxi of his participating in the radio service provided by the Society will be fitted at no expense to the Society except as provided here in with radio equipment supplied and owned by the Society and that he shall pay a subscription for radio dues for each such Taxi at the rates fixed by the Board of Management from time to time. Any such equipment shall be installed only be an installer approved in advance by the board of Management and all costs shall be borne by the Member, except in the case of a taxi which replaces a taxi already participating in the radio service, when the Society shall pay the reasonable costs of fitting the radio equipment;

(b) he will participate in said radio service for 12 Calendar months from the date of fitting such equipment;

(c) he agrees that the radio equipment supplied and fitted under these Rules may only be removed with the consent of the Secretary, or in his absence any Member of the Board of Management, and that such removal shall be effected only by an Agent appointed by the Society;

(d) he undertakes that the radio equipment supplied and fitted under these Rules shall only be used to participate in the radio service provided by the Society; (e) he will allow all such radio equipment to be removed by the Society or persons authorised by the Society upon termination of his membership for whatever cause;

(f) no means of telecommunications shall be used for trade purposes in any member’s taxi other than the said radio equipment supplied by the Society unless approved by the Board of Management;

(g) he will within seven days of any change in the particulars stated in the Application notify the Secretary in writing of the change;

(h) he will become liable for payment to the Society of an amount equal to the total of all fees and charges due in respect of (First) his joining the Society and (Second) the twelve months commencing on the date of his admission as a member of the Society less all payments made by him towards these fees and charges;

(3) (a) as application for membership shall be accompanied by such sum as may be fixed from time to time by the Board of Management and shall be considered by the Board of Management at its next meeting or as soon as practicable thereafter. If the applicant is approved any such sum shall be applied towards the charges, including any joining fee, due by the applicant or if the application is not approved shall be returned to the applicant;

(b) in the case of members which are partnerships or bodies corporate all notices relating to their shares or arising out of their membership shall be given to such partnership or body corporate at its address in the Register of Members of the Society or in the case of a partnership not trading under a firm name, to the partner whose name stands first in the Register of Members of the society;

(4) Every member of the Society shall be liable for payment to the Society of such additional sum as the Board of Management may from time to time determine to cover the cost of insurance of the equipment installed in the member’s taxi or taxis.

(5) Before any application for membership is approved the Board of Management shall require to have a report from Disclosure Scotland on the applicant. In the event that such report discloses anything which in the opinion of the Board of Management would render the applicant not to be a fit and proper person to be a member the board of Management shall refuse the application and shall not require to make any further enquiry into the information contained in the report. The applicant shall take all steps as may be required from time to time to provide the Association with a report including without prejudice to the foregoing generality completing any forms required and paying for the cost of such report.

7. MEMBERSHIP – SHAREHOLDING, CONTRIBUTIONS & CESSATION OF MEMBERSHIP

(1) In the event of a member alienating more than one half share in the ownership, control or right to net earnings from any taxi which has been participating in the Society’s Radio Service, and that whether by sale, hire. partnership agreement or otherwise, such member shall, in the option of the Board of Management, cease to be a member of the Society in respect of the taxicab and shall cease to have it participate in the Society’s radio system, and non-disclosure to the Society of such an alienation may be dealt with by the Society as a contravention of the Rules for the purposes of Rule 9;

(2) a Member shall in giving notice to the Secretary of his intention to resign as a Member of the Society, be deemed irrevocably (subject as after mentioned) to have given notice of his intention to redeem his shares (both Voting and Non-Voting) and such shares shall be redeemed and the value thereof at par shall be paid in to such member of the Society after the expiry of such period of notice of one month as specified in Rule 7; and his intention to resign shall be deemed to have withdrawn notices of his intention to redeem his shares;

(3) the Board of Management shall be entitled at its sole discretion to elect to redeem all or part of the non-voting shares held by any member or members and members shall be bound to accept redemption if the Board of Management so elects;

(4) every member shall participate in the Society’s radio service and shall, commencing from the date when the fitting of his taxicab with radio equipment is completed, pay monthly in advance on such dates in each month as the Board of Management may decide, for each such taxicab a subscription, the amount of which shall be fixed from time to time by the Board of Management, provided that in the event of any alteration in the rate of subscription the Board of Management shall give four weeks’ prior written notice thereof to each member;

(5) a Notice of Arrears shall be sent by the Treasurer in writing to the member if any charge due by him has not been paid in full within 7 days from the date when it became due;

(6) a member shall cease to be a member:- (a) on the death of a member;

(b) upon the expiration of 1 month’s prior notice given by a Member in writing to the Secretary, stating his intention to cease membership or by paying in addition in lieu of such notice a sum equal to one month’s charges plus any arrears of charges;

(c) subject to the Board of Management’s discretion if he has failed to pay in full any charge due by him within 14 days from the day it becomes due;

(d) if expelled by the board of Management pursuant to Rule 9;

(7) where a member in good standing with the Society who was up to the date of its registration a member in good standing of Taxi Owners’ Association Radio System Limited relinquishes voluntarily by notice in terms of this Rule 7 or by death his share or shares in the Society he or his representatives shall be entitled to a payment of an amount calculated in terms of the following provisions of this clause. The payment shall be calculated by multiplying the sum of £86.70 by the number of complete periods of twelve months ending on 4th September in any one year prior to 5th September 1993 during which the member has held his share or shares in the Taxi Owners’ Association Radio System Limited multiplied by the percentage shown opposite that number of years in the following table:-

Number of complete years Percentage applicable to shares held for that during which the shares period of years have been held 1-5 1% for the first and each subsequent year 6-10 2% for the first and each subsequent year 11-15 3% for the first and each subsequent year 16-20 4% for the first and each subsequent year 21-25 5% for the first and each subsequent year 26 and more 6% for the first and each subsequent year

(8) a member shall when required in writing by the Board take all necessary steps to provide the Board with a report from Disclosure Scotland on the member. Such steps shall include but not be limited to the completion of an application form and the payment of a fee in respect of the application. An adverse report will be dealt with as a disciplinary matter under Rule 9 by the Board. 8. SHARE CAPITAL

The share capital of the Society shall consist of Voting Shares of the value of £300.00 each and Non-Voting Shares to the value of £1 each.

9. DISCIPLINARY MEASURES & EXPULSION OF MEMBERS

(1) Where it appears to the Board of Management (1) That any Member of the Board of Management receiving a verbal complaint against any Member or Driver by a Member or Driver will request that it be put in writing and lodged with the secretary within 24 hours of the verbal complaint being made so the Board of Management can look into any complaint, that a member of the Society may be guilty of any conduct detrimental to the Society, or (2) that a member may no longer be a fit and proper person to own or drive a taxi, the relevant circumstances shall be considered by a meeting of the Board of Management or disciplinary sub- committee appointed under Rule 9(5) and any adjournment thereof, and the Member shall be entitled to receive not less than 14 days written notice of the date, place and time of such meeting and shall be entitled (but not required) to attend the meeting and to make representatives to the Board of Management or Disciplinary Sub-Committee. If the Member does not attend such meeting, the meeting shall proceed in his absence;

(2) if after making such reasonable enquiries as the Board of Management or Disciplinary Sub-Committee thinks fit and taking into account any representations by the Member the Board of Management or Disciplinary Sub-Committee decide that the Member either has been guilty of conduct detrimental to the interests of the Society or is no longer a fit and proper person to own or drive a taxi the Board of Management or Disciplinary Sub-Committee shall be entitled to dispose of the matter by:-

● taking no further action;

● admonishing the Member;

● suspending the Member for such period as the Board of Management or Disciplinary Sub-Committee may think appropriate;

● imposing a fine to be paid within such time as may be allowed by the Board of Management or Disciplinary Sub-Committee for payment; ● allowing the Member in his option in place of paying a fine to undergo suspension for a period to be fixed by the Board of Management or Disciplinary Sub-Committee;

● the Disciplinary Sub-Committee recommending to the Board of Management that the Member be expelled from the Society and the Board of Management following such recommendation to expel the Member from the Society; or

● when the matter was heard by the Board of Management, expelling the Member from the Society.

(3) the Board of Management or Disciplinary Sub-Committee shall be entitled to hold that a member is no longer a fit and proper person to own or drive a taxi, and to make finding in terms of Rule 9(2) notwithstanding that there has been no conviction in that respect, and shall, without prejudice to the foregoing generality, be entitled to take into account information received from Disclosure Scotland in relation to charges brought, investigations being carried out or complaints made against the member and to make a finding based on such information only, if the Board of Management or Disciplinary Sub-Committee consider that it requires to do so for reasons of public safety or the reputation of the Society;

(4) the Board of Management shall have the power to make such regulations (not being inconsistent with the express provisions of these Rules) as may be considered by them necessary for the performance of their function under this Rule or the function of a Disciplinary Sub-Committee under Rule 24;

(5) the Board of Management shall have the power to appoint from time to time a Disciplinary Sub-Committee consisting of three members and the Board of Management may delegate to such Disciplinary Sub-Committee the powers of Board of Management subject to any specific restriction of these powers;

(6) the rules of evidence adopted by the Courts of Scotland shall not apply to the matters considered by the Board of Management or a Disciplinary Sub-Committee at a Meeting under this Rule and any evidence whether oral or written, whether direct or hearsay, and whether or not admissible in a Court of law may be admitted and no objection shall be upheld to any technical fault in the proceedings of such Meeting provided the proceedings are fair to the Member. At a meeting under this Rule the standard of proof of matters considered by the Board of Management or a Disciplinary Sub-Committee shall be decided on the balance of probabilities; (7) any expulsion shall take effect from such date as the Board of Management may determine or failing such determination upon the expiry of the days permitted for an appeal to be lodged or the date of disposal of the appeal, whichever be later;

(8) where a member has not paid a fine in full within the time allowed by the Board of Management for payment, the Board of Management may in their discretion extend that time or may cancel the fine or unpaid balance of the fine and instead suspend the member for a period of up to four weeks;

(9) a Member suspended in accordance with this Rule shall not be permitted to use the radio system operated by the Society during the period of suspension but shall continue to be liable for subscriptions for radio dues;

(10) an expelled Member may, within seven days of expulsion, give notice in writing to the Secretary of appeal against the decision to expel him whereupon such appeal shall be heard, within the fourteen days following the date of receipt of his notice, by three Arbiters as provided for in Rule 37 and the decision made by said Arbiters shall be binding and conclusive on the Society and the member concerned;

(11) without prejudice to any other provision of the Rules of the Society “Conduct detrimental to the Society” may include:

 any activity which competes directly with any commercial activity of the Society and is carried on by a Member or on his behalf or by any Partner of a Firm of which the Member is a Partner or by any one or more Office Bearers of an association, society or company whether incorporated or unincorporated;

 any contravention by a Member of the Rules of the Society;

(12) in the case of a member expelled under Rule 9, his shares shall be forfeited to the Society on expulsion and cancelled and all monies paid up or credited on such shares shall become the property of the Society.

10. BORROWING POWERS

(1) The society shall have the power to borrow money for the purposes of the Society including the issue of loan stock, providing that the amount owed shall not exceed £2,000,000;

(2) the Society shall have power to mortgage or charge any of its property, including the assets and undertakings of the Society, present and future, to issue debentures and other securities for money borrowed or for the performance of any contracts of the Society or its customers or person or corporations having dealings with the Society;

(3) the rate of interest on money borrowed, except on money borrowed by way of bank loan or overdraft or on mortgage from a Building Society or Local authority, shall not exceed 3% above the base lending rate of the Society’s bankers from time to time, whichever is the higher;

(4) the Society may receive from any person donations or loans free of interest towards its work. The Society shall not accept deposits

11. MEETINGS

(1) The Annual General Meeting of the Society shall be held at a convenient time and place within four months of the end of the financial year of the Society on such date, time and place as the Board of Management shall appoint;

(2) a Special Meeting shall be held whenever the Board of Management shall think expedient, or whenever a written requisition for such a meeting signed by a least 20% of the members of the Society is delivered to the Secretary. Should the Secretary fail within 21 days of receipt of the said requisition to convene a Special General Meeting when so requested the members signing the requisition may convene it by giving such notice as is given in the following clause;

(3) at least twenty-eight days notice of every General Meeting shall be given to every member in writing, left at or posted to his address entered in the Register of Members;

(4) any member wishing to include in the agenda for a General Meeting any particular item of business shall intimate in writing the item of business to the Secretary of the Society not less than twenty-one days before the date set for the meeting in terms of this Rule;

(5) an Agenda stating the business to be transacted at each meeting shall be displayed in a prominent place at the Registered Office of the Society at least seven days prior to the date of such meeting and no other business than that stated shall be brought before the meeting;

(6) (a) at all General Meetings the Chairman, or if he is not present, the Vice chairman shall preside;

(b) 20% of the membership shall from a quorum (except when an amendment to the Rules or removal of an offices is to be decided upon, when 55% of the membership shall form a quorum in

relation only to that part of the General Meeting dealing with such matters);

(c) if a quorum of 20% is not present within half an hour from the time appointed for the meeting or if during the meeting such quorum ceases to be present the Meeting shall stand adjourned to the same day next week, same time and same place or as the Board of Management may determine;

(d) if during the meeting a required quorum of 55% is not present, the business requiring a quorum of 55% shall stand adjourned to the same day next week, same time and same place or as the Board of Management may determine;

(7) Every member present (and not disqualified by arrears or otherwise as mentioned in the Rules), including members which are partnerships or corporate bodies, shall have one vote, and when the votes are equal the presiding officer shall have an additional or casting vote provided that any member who at the date of the meeting is in arrears with any payment due to the Society shall not be entitled to vote but always provided that the presiding office shall not have an additional or casting vote in relation to the election of officers and that in the event that votes are equal in relation to the election an officer, the matter shall be put to a second vote of those members present at the relevant meeting and the matter shall be determined by the vote of the majority of members present.

(8) A member being a firm, partnership or body corporate shall intimate to the Secretary of the Society in writing the name and address of a person who shall be a director, partner or officer of such firm, partnership or body corporate only to act as agent of such member in all dealings with the Society and such person (or such other person, who shall be a director, partner or officer as aforesaid, as may be intimated in writing by the member to the Secretary from time to time) will be the only person entitled to be present at any General Meeting of the Society on behalf of such member with full power to act and vote on behalf of such member as if he were the member himself but subject always to the proviso in Rule 11(7).

(9) at all General Meetings a fine of an amount to be fixed from time to time by the Board of Management (but not in any event exceeding one half of the amount of one month’s charges payable at the relevant time) will be imposed on any member failing to attend unless the Meeting Notice states otherwise. A fine may be waived at the discretion of the Board of Management provided a written statement of the reasons for non attendance is delivered to the Secretary by the member concerned not later than two weeks after the date of the General Meeting setting out circumstances which justify the absence of the member of which justification the Board of Management will be the sole judge;

(10) in the event of a matter requiring a decision by members but not, in the opinion of the Board of Management warranting a full meeting, the Board of Management may decide to allow a ballot vote and in this event, written notice giving details of the matter to be decided may be sent to members by the Secretary, together with a ballot form and return envelope indicating a date and time when votes contained in the ballot forms should arrive at the Registered Office. Members wishing to witness the count may be present at the Registered Office;

(11) admittance of members to all General Meetings will be allowed only when they produce their members’ registration cards at the General Meeting check in point;

(12) Standing Orders for regulating the conduct of proceedings at General Meetings shall be drafted by the Board of Management and placed before a Special General Meeting to be convened by the Board of Management for the purpose of obtaining approval thereto by the Members subject to such amendment thereto as may be agreed upon by the Meeting. Any amendment proposed by a Member whether to the draft Standing Orders or Standing Orders once approved at a Special General Meeting shall require to be intimated to the Secretary as an item of business in terms of Rule 11(4).

(13) It shall be the duty of the Secretary to transcribe the minutes of the proceedings of all General Meetings into the minute book and to ensure that copies of the minutes are either mailed by post or electronically to all members within 12 weeks of the date of the General Meeting.

12. OFFICERS

(1) The Society shall have the following seven officers who shall form the Board of Management namely, a Chairman, a Vice-Chairman, a Secretary, a Treasurer and three Board of Management persons. Within one month of the appointment or re-appointment of all officers, the Board of Management will nominate two from amongst their numbers to be non-executive officers who will attend Board Meetings and carry out other duties as required by the Board of Management.

(2) subject to Rule 12(4) the Secretary shall hold office for two years and shall retire at the First General Meeting after such period of two years has expired. A retiring Secretary shall be eligible for re-election. Subject to the First General Meeting after such period of two years has expired. A retiring Treasurer shall be eligible for re-election. All other officers shall continue in office until the next Annual General Meeting and at every such meeting the said other officers shall be elected by the majority of the members present who are entitled to vote or in the event of a failure in such election those last appointed continue in office;

(3) the Chairman, Vice-Chairman, Treasurer and Secretary shall be elected by a majority of the members present and entitled to vote and voting at an Annual General or Special General Meeting;

(4) any officer may be removed from office by Resolution passed at a Special General Meeting of which due notice has been given specifying the intention to consider such Resolution and the ensuing vacancy must be filled by the vote of at least 55% of the members present entitled to vote and voting at the meeting;

(5) any vacancy on the Board of Management caused by any officer dying, resigning, or becoming unfit to act or incapable of acting, may be filled by appointment by the Board of Management and the Member so appointed shall remain in office until the election of a new office at an Annual General Meeting or Special General Meeting;

13. REMUNERATION OF OFFICERS

(1) The Officers shall receive remuneration for time spent in the execution of their duties at a rate not greater than that fixed by the majority of the members present and entitled to vote and voting at an Annual General or Special General Meeting of the Society;

(2) the rate of remuneration for the Officers shall be reviewed, in an upward direction only, at each Annual General Meeting of the Society

(3) the Officers may in addition to any remuneration also be paid for travelling and other expenses incurred in attending and returning from duties relating to the business of the Society but not for travel to and from home; (4) every Officer, whether full-time or part-time, as the case may be, must sign a properly witnessed legal, binding declaration to the effect that during his tenure of office and for a term not exceeding twenty four months from the date of termination of the aforesaid office, he will not communicate to any third party out with the Society confidential information belonging to the Society nor will he compete in business against the Society in any way during the said term of twenty four months.

14. ELECTION OF OFFICERS

(1) All nominations for election to the Board of Management shall be in the hands of the Secretary not less than twenty one days before the Annual General Meeting at which the election is to take place;

(2) the nominee and his proposer and seconder must not be in arrears with any charges or subscriptions, nor suspended members at the time of the said Annual General Meeting;

(3) all nominees for election to the Board of Management must have been members of the Society for not less than twelve months prior to the said Annual General Meeting;

(4) candidates for election to the Board of Management and members of the Board of Management must not be members of any other Board of Management in the taxi trade (except charitable and-or welfare organisations including Glasgow Taxi Trades Council, the Scottish Taxi Federation and Glasgow Licensed Taxi Trade Credit Union Limited);

15. TREASURER

The Treasurer shall produce all books, documents, property and money of the Society in his possession and render a full and clear account at each audit and whenever required by Resolution of the society or of the Board of Management; and on all occasions in the execution of his office, act under the superintendence control and direction of the Board of Management.

16. SECRETARY

The Secretary shall attend all meetings. He shall cause to be recorded correctly the names of the officers there present and the minutes of the proceedings which he will cause to be transcribed into a book to authenticated by the signature of the Chairman of the meeting as the proceedings of the meeting. He shall receive proposals for admission to the society. He shall hand over all monies received by him to the Treasurer. He shall sign cheques on behalf of the Treasurer when the Treasurer is not available. He shall produce all books, documents, property and money of the Society in his possession and render a full and clear account at each audit and whenever required by Resolution of the Society, or of the Board of Management. He shall also pay over all monies and give up all books, documents and property belonging to the Society when ordered to do so by Resolution thereof or of the Board of Management. He shall summon and give due notice of all meetings and keep the accounts, documents and papers in such a manner and for such purposes as the Board of Management may appoint and shall prepare all returns and other documents required by the Industrial and Provident Societies Acts or the Treasury Regulations and duly forward them to the Registrar. The Secretary shall on all occasions in the execution of his office act under the superintendence, control and direction of the Board of Management.

17. SUB-COMMITTEES

Sub-committees may be appointed from time to time to fulfil specific duties by a meeting of the Society or a meeting of the Board of Management. These appointments will only be of a temporary nature and subject to complete control by the Board of Management.

18. BOARD OF MANAGEMENT

(1) The Board of Management shall meet at such times and places as they determine. Until the Board of Management determine a higher number of members as a quorum, four members shall be a quorum. A meeting of the Board of Management for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the rules of the Society for the time being vested in or exercisable by the Board of Management generally;

(2) the Chairman, or if he be not present, the Vice-Chairman, or if neither be present, any other member of the Board of Management, shall preside, and all matters shall be decided by a majority of votes and, if the votes cast in any matter are equal, then the presiding officer shall have a casting vote in addition to his vote as a member of the Board of Management;

(3) a special meeting of the Board of Management may be called by any three members of the Board of Management by giving notice in writing thereof to the Secretary and at such special meeting no other business than that specified in the notice shall be transacted.

19. POWERS OF THE BOARD OF MANAGEMENT

(1) The Board of Management shall have full power to superintend and conduct the business of the society according to the rules thereof and, except as is otherwise provided in these rules, exercise on behalf of the Society for the purpose of accomplishing its objects the powers conferred upon the Society by these rules or otherwise.

(2) without prejudice to sub-rule (1) the Board of Management may appoint one or more professional managers to assist the Board of Management and the Society generally to accomplish its objects and particularly in respect of directing and supervising sales, marketing and advertising. Any such person shall report as required by the Board of Management and shall be entitled to receive notice of and to attend, but not vote at, all meetings of the Board of Management and all General Meetings of the Society.

20. AUDITOR AND AUDIT OF ACCOUNTS

The Accounts of the Society shall be audited each year if and as required by law by an auditor duly qualified for that purpose appointed by the Society in General Meeting. The Board of Management may appoint an Auditor to fill any casual vacancy occurring between General Meetings.

21. BOOKS OF ACCOUNT

The Board of Management shall cause to be kept proper books of account with respect to the transactions of the Society, its assets and liabilities and establish and maintain a satisfactory system of control of its books of account, its cash holdings and all its receipts and remittances in accordance with Sections 1 and 2 of the Friendly and Industrial and Provident Societies Act 1968.

22. BALANCE SHEET

The Society shall keep a copy of the last audited Balance Sheet for the time being together with the report of the auditor always displayed in a conspicuous place at its registered office.

23. REGISTER OF MEMBERS

1. The Society shall keep at its registered office a Register of Members in which the Secretary shall enter the following particulars:-

(i) the names and addressed of the members including where the Member is a Firm the name and address of every Partner of that Firm and where the Member is a body corporate the name and address of every Office Bearer of that body corporate;

(ii) a statement of the number of shares held by each member and of the amount paid or agreed to be considered as paid on the shares of each member; (iii) a statement of other property in the Society whether in loans, deposits or otherwise held by each member;

(iv)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;

(v) the names and addresses of the offices of the Society with the offices held by the respectively and the dates on which they assumed office.

2. The Society shall so construct the Register referred to in Rule 23(1) hereof that it is possible to open to inspection the particulars entered therein in paragraph (i), (iv) and (v) hereof without so opening to inspection the other particulars entered therein.

24. DRIVERS – REGISTRATION AND DISCIPLINARY MEASURES

(1) The Society shall keep at its Registered Office a Register of Drivers employed or licensed or permitted by members to drive their taxis;

(2) the Board of Management shall be entitled at its discretion to decline to register the name of any driver in the Register of Drivers in the event that the Board of Management considers that the driver is not a fit and proper person to be entered in the Register of Drivers in the interests of the Society, Registration of a driver in the Register of Driver shall further be conditional on the driver signing a written declaration agreeing to be bound by the Society’s rules and operating procedures insofar as they apply to drivers. A driver who has had his or her name entered into the Register of Drivers shall be issued with a registration badge by the Society which will be worn at all times by the driver when engaged in activities as a driver. Before the Board of Management considers an application by a driver to be entered on the Register of Drivers it shall receive a report from Disclosure Scotland on the applicant. In the event that the report discloses anything which in the opinion of the Board of Management would render the driver not a fit and proper person to be entered on the Register of Drivers the Board of Management shall refuse the application. A driver applying to have his name entered on the Register of Drivers shall take all steps that may be required by the Board to ensure that the Board receives a report on him including but not limited to completing an application form and paying the relevant fee in respect of the report.

(3) a member shall not permit any person to drive a taxi unless that person’s name is registered in the Register of Drivers and unless such person has a valid registration badge issued by the Society; a member failing to comply with this Rule 24(3) shall be deemed guilty of conduct detrimental to the interests of the Society in terms of Rule 9 hereof; (4) registration of a driver’s name in the Register of Drivers shall continue for two years (unless terminated earlier in terms of this Rule 24) after which it shall cease unless renewed by the Board of Management. Applications for renewal shall be made by drivers no later than 30 days before the second anniversary of the last registration of each driver on a form available at the Society’s Registered Office together with such information as the Board of Management may from time to time specify and shall be accompanied by a fee of such amount as shall be fixed by the Board of Management from time to time.

(5) the Board of Management may decline to re-register any driver in the Register of Drivers if it considers that the driver is not a fit and proper person to be entered in the Register in the interests of the Society. A driver shall be required by the Board of Management in writing to take all necessary steps to provide the Board with a report from Disclosure Scotland on the driver. Such steps shall include but not be limited to completing any application form and the payment of a free in respect of the application. In the event that the report discloses anything which in the person to continue to be entered on the Register of Drivers this will be dealt with as a disciplinary matter under Rule 24 (9), (10) and 11;

(6) a driver who fails to apply timeously for renewal of registration in the Register of Drivers may have his registration cancelled;

(7) a driver whose name is struck from the Register of Drivers or who has had his registration cancelled shall cease to have the right to drive any member’s taxi and a member who subsequently continues to permit such driver to drive his taxi shall be deemed to be guilty of conduct detrimental to the interests of the Society in terms of Rule 9 hereof;

(8) the member shall notify the Secretary within forty-eight hours of a Registered driver’s losing the right to drive a member’s taxi or of the driver Changing his address. No member shall permit a driver who is not licensed by Glasgow City Council to drive taxis in the district to drive his taxi;

(9) subject to Rule 24(11) where it appears to the Board of Management (1) that a driver may have been guilty of conduct detrimental to the interest of the Society, or (2) that a driver may no longer be a fit and proper person to drive a taxi, the relevant circumstances shall be considered by a meeting of the Disciplinary Sub-Committee appointed under Rule 9(5) and any adjournment thereof, and the driver shall be entitled to receive not less than 14 days written notice of the date, place and time of such meeting and shall be entitled (but not required) to attend the meeting and to make representations to the Disciplinary Sub-Committee. If the driver does not attend such meeting the meeting shall proceed in his absence; (10) subject to Rule 24(11) if after making such reasonable enquires as the Disciplinary Sub-Committee thinks fit and taking into account any representation by the driver the Disciplinary Sub-Committee decided that the driver either has been guilty of conduct detrimental to the interests of the Society or is no longer a fit and proper person to drive a taxi the Disciplinary Sub-Committee shall be entitled to dispose of the matter by:-

 taking no further action;

 admonishing the driver;

 suspending the driver for such period as the Disciplinary Sub- Committee may think appropriate;

 imposing a fine to be paid within such time as may be allowed by the Disciplinary Sub-Committee for payment;

 allowing the driver in his option in place of a paying a fine to undergo suspension for a period to be fixed by the disciplinary Sub-Committee;

 striking the name of the driver from the Register of Drivers.

(11) the Disciplinary Sub-Committee shall be entitled to hold that a driver is no longer a fit and proper person to drive a taxi, and to make a finding in terms of Rule 24(10) notwithstanding that there has been no conviction in that respect, and shall, without prejudice to the foregoing generality, be entitled to take into account information received from Disclosure Scotland in relation to charges brought, investigations being carried out or Complaints made against the driver and to make a finding based on such information only, if the Disciplinary Sub-Committee consider that it requires to do so for reasons of public safety or the reputation of the Society;

(12) the Board of Management shall forthwith inform the member employing such driver that the driver’s name has been struck from the Register;

(13) any driver whose name has been struck from the Register shall have the right to appeal to the Board of Management by intimating within seven days of the relevant decision in writing to the Secretary his intention to appeal. In the event of an appeal being intimated as aforesaid the Board of Management shall appoint at least three of its members to hear the appeal and shall invite the driver who has intimated the appeal before a Meeting of such members within fourteen days of the date on which the appeal is intimated. The decision of that Meeting of the Members of the Board of Management in relation to such appeal shall be final and shall not in any event be subject to arbitration in terms of Rule 37 hereof;

(14) in the event of any member whose driver’s name has been struck from the said Register continuing to permit the driver to drive any taxi belonging to the member, the member shall be informed by the Secretary that he has thereby been deemed to be guilty of conduct detrimental to the interests of the Society and that he has been expelled all in terms of Rule 9 hereof. A member expelled under this Sub-rule shall have the right to appeal to the Board of Management by intimating in writing to the Secretary his Intention to appeal within fourteen days of the relevant decision. In the event of an appeal being intimated as aforesaid the Board of Management shall appoint at least three of its members to hear the appeal and shall invite the member who has intimated the appeal to appear before a meeting of such members within twenty one days of the date on which the appeal is intimated;

(15) the provisions in Rule 9(6) as to the rules of evidence and standard of proof shall apply to matters considered at a Meeting under this Rule;

(16) any driver whose name has been struck off the said Register may after not less than six months from the date his name has been struck off by writing to the Secretary apply to the Society to be reinstated as a driver. Such application shall be considered by the Board of Management whose decision thereon shall be made in the discretion of the Board of Management and shall be final.

25. INSPECTION OF BOOKS

Any person or member having an interest in the funds of the Society shall be allowed to inspect his own account and the books containing the names of the members at all reasonable hours at the Registered Office of the Society or at any place where they are kept, subject to such regulations as to the time or manner of such inspection as may be made from time to time by the General Meetings of the Society, subject to payment of such fee as may be fixed from time to time by the Board of Management of the Society.

26. ANNUAL RETURN

(1) Every year within the time allowed by law the Secretary shall send to the Assistant Registrar the Annual Return in the form and in the manner prescribed by the chief Registrar of Friendly Societies and as required by the Industrial and Provident Societies Act 1965and such returns shall show the receipts and expenditure, funds and effects of the Society; (2) the Annual Return shall show separately the expenditure in respect of the several objects of the Society and shall be made up to the date of the Society’s last published Balance Sheet as audited and laid before the annual meeting. The Secretary shall send to the Assistant Registrar, together with the Annual Return, a copy of each Balance Sheet made up during the period included in the return;

(3) it shall be the duty of the Board of Management to provide the Secretary with a sufficient number of copies of the Annual Return for supplying gratuitously every member or person interested in the funds of the Society on his application with a copy of the last Annual Return of the Society, for the time being, and it shall be the duty of the Secretary to supply gratuitous copies on application accordingly.

27. NOMINATIONS

(1) A member may, in accordance with the Industrial and Provident Societies Acts, nominate any person or persons to whom (subject to the provisions of the Acts as to amount and the persons to whom a valid nomination may be made) any of his property in the Society at the time of his death shall be transferred. On receiving satisfactory proof of death of a member who has made a nomination, the Board of Management shall, subject always to the provisions of Rule 6 and if and to the extent that the nomination is valid under the said Acts either transfer or pay in accordance with the Acts the full value of the property comprised in the nomination to the person entitled thereunder;

(2) Nominations and revocations or variations thereof shall be in writing and signed by the member;

(3) the member shall pay for recording every nomination, or any revocation or variation of a nomination a fee of £1 and on e fee shall be charged for the entry of all the names in any nomination, revocation or variation if more than one.

28. PROCEDURE ON THE DEATH OF A MEMBER

Upon a claim being made by the personal representative of a deceased member to any property in the Society belonging to such deceased member the Board of Management shall always, subject to the provisions of Rule 6, transfer or pay such property to which the personal representative has become entitled as the personal representative may direct provided satisfactory evidence is produced to the Board of Management of the title of such personal representative to such property. 29. APPLICATION OF PROFITS

Any surplus generated by the Society shall be applied as follows, in such proportion and in such manner as may be decided by the Society in General Meeting:-

(a) to a general reserve for the continuation and development of the Society;

(b) subject to prior decision of the Board of Management that after due consideration in the opinion of the Board of Management the finances of the Society are sufficient for the purpose in making payments to members in proportion to each member’s financial contributions to the Society during the period in which the surplus was generated.

30. SEAL

The Society shall not have a seal.

31. INVESTMENTS

Any money not required for immediate use by the Society or to meet the usual accruing liabilities shall, with the consent of the Board of Management or of a majority of the members present and entitled to vote in General Meeting, be invested in any manner provided by Section 31 of the Industrial and Provident Societies Act 1965.

32. STATUTORY APPLICATION TO THE ASSISTANT REGISTRAR

(1) Any ten members of the Society, each of whom has been a member of the Society for not less than twelve months immediately preceding the date of the application may not apply to the Assistant Registrar in the form prescribed by the Treasury Regulations to appoint an accountant or actuary to inspect the books of the Society and to report thereon, pursuant to Section 47 of the Industrial and Provident Societies Act 1965;

(2) it shall be the right of one-tenth of the whole number of members, or if the number of members shall at any time exceed 1,000 it shall be the right of 100 members, by an application in writing to the Chief Registrar signed by them in the forms respectively prescribed by the Treasury Regulations;

(i) to apply for the appointment of an inspector or inspectors to examine into the affairs of the Society and to report thereon;

(ii) to apply for the calling of a special meeting of the Society. 33. DISSOLUTION

The Society may at any time be dissolved by the consent of three-fourths of the members testified by their signature to an instrument of dissolution in the form provided by the Treasury Regulations or by winding-up in manner provided by the Industrial and Provident Societies Act 1965.

34. COPIES OF RULES

It shall be the duty of the Board of Management to provide the Secretary with sufficient number of copies of the rules to enable him to deliver either by post or at the Registered Office of the Society to any person on demand a copy of such rules on payment of such sum not exceeding 10p as may be fixed from time to time by the Board of Management and the duty of the Secretary to deliver such copies accordingly.

35. AMENDMENT OF RULES

(1) No new Rule shall be made nor shall any of the Rules herin contained or hereafter to be made be amended or rescinded unless with the consent of a majority of those members present at General Meeting of which notice has been given specifying the intention to propose such new rule, amendment or rescission;

(2) no new Rule or amendment of Rule is valid until Registered.

36. FULFILMENT OF ENGAGEMENTS

The Society, having been formed by the amalgamation of Radio Taxis (Taxi Cab Association) Limited and Taxi Owners’ Association Radio System Limited, undertakes to fulfil the engagements of both of the said Societies.

37. ARBITRATION

(1) If any dispute shall arise between a member or any person who has for not more than six months ceased to be a member and the Society as to the fairness of any decision of the Board of Management to expel a member taken in terms of Rule 9 hereof, it shall be decided by reference to arbitration;

(2) five arbiters shall be elected at a General Meeting, none of them being directly or indirectly interested in the funds of the Society and any vacancy or vacancies shall be filled at a General Meeting. The complaining party to a dispute or someone appointed by him shall draw three names out of five by lot in the usual way and the three arbiters whose names are first drawn shall decide the dispute and their decision shall be binding.

38. INTERPRETATION

In these Rules:-

(1) words denoting the masculine shall where the context permits, include the feminine or neuter as the case may be and these Rules shall be interpreted so that nothing in them implies discrimination by the Society on the grounds of gender, and

(2) references to statutory provisions are to those provisions as amended or replaced from time to time.

(3) Any reference to Chief Registrar and Assistant Registrar includes reference to the statutory successor carrying on the relevant functions of either of them.

39. PERMITS

The Board of Management shall be entitled to issue permits to persons who are non-members of the Society but who would not by virtue of any provision of these Rules be prohibited from being members of the Society. Such permits shall endure for such period as the Board of Management shall determine but not in any exchange for payment of a fee. Persons issued with such permits shall be entitled to such benefits as the Board of Management shall determine from time to time but shall not be entitled by virtue of such permits to use the radio system operated by the Society, nor to use preferred supplier stances available to members of the Society.

40. RULES TO BIND MEMBERS:

As provided for in Section 14 of the of the Industrial & Provident Societies Act 1965, the registered Rules of the Society bind the Society and all Members thereof and all persons claiming through them.

(Signed) William McIntosh Secretary (Signed) Hugh McAdams Member (Signed) George McLelland Member (Signed) Adrian F. Higgins Member

These are the Rules, as subsequently amended, registered under the Industrial and Provident Societies Act 1965 with Financial Services Authority on 22 April 2002, on which date they became valid.