THE WHITE SWAN HUNMANBY, NORTH YORKSHIRE BUSINESS PLAN – MARCH 2014
1 THE WHITE SWAN, HUNMANBY, NORTH YORKSHIRE BUSINESS PLAN Index Page 4 1.0 EXECUTIVE SUMMARY 5 2.0 INTRODUCTION AND BACKGROUND 2.1 Purpose of the Business Plan 2.2 Who We Are 6 2.3 Vision and Mission Statement 2.4 Strategic Aims 7 3.0 THE PREMISES, PROJECT AND COMMUNITY 3.1 The Premises 8 3.2 The Project 3.3 The Community 9 3.4 The Business 3.5 Description of Activities 3.5.1 Public Bar and Lounge Area 3.5.2 Ground Floor Function Room 10 3.5.3 Restaurant/Function Room: 11 3.5.4 Hotel (Letting Rooms) 12 3.5.5 Objectives 13 3.6 Analysis of Need and Demand 3.7 Competitor/Market Gap Analysis 14 3.8 SWOT Analysis 15 3.8.1 Dealing with Weaknesses and Threats 16 3.8.2 Conclusion 17 4.0 RESOURCES 4.1 Governance 4.2 Staffing 4.3 Market Strategy 18 5.0 CAPITAL FINANCE 5.1 Risk Factors 19 6.0 REVENUE FINANCE 7.0 EVALUATION 7.1 Reviewing Our Progress
2 20 8.0 CONCLUSION
APPENDICES:
21 Appendix 1 Board Members 23 Appendix 2 Profit & Loss Account Projection – Year One (Monthly Basis) Profit & Loss Projection – First 3 Years 25 Appendix 3 Cash-Flow Forecast – Year One 26 Appendix 4 IPS Rules 46 Appendix 5 Code of Conduct
3 1.0 EXECUTIVE SUMMARY
The White Swan is a Grade II Listed, 18th Century Coaching Inn, in and at the heart of the Community of Hunmanby, a village in North Yorkshire. The White Swan is an integral part of the history and heritage of the village and was designated as an 'Asset of Community Value’ in July 2013. The village of Hunmanby was also designated as a 'Gateway to the Wolds' in 2013.
The village has a long standing reputation as a tourist centre given its location near to the East Coast. Unfortunately, in recent years, the number of tourists visiting the village has declined due to a loss of amenities which would attract visitors with a consequential negative impact on the local economy.
However, by reinstating lost amenities and careful marketing, this trend can be reversed and Hunmanby has the potential to be a thriving tourist destination in the future. The White Swan can play a vital part in this regeneration process.
The White Swan site, which comprises the Inn, a Stable Block, Car Park and an Annexe building to the side, is now under threat from housing development which, if successful, will remove access to and destroy the integrity of, some of these historic buildings.
It is our intention to raise in excess of £200,000 to purchase the freehold of the White Swan Site, and to carry out an extensive programme of refurbishment. We will 'reinvent' the White Swan Inn as a Community Pub, providing employment and training opportunities for local people. By offering increased services, facilities and activities the pub can contribute to the social cohesion and economic viability of the village. As and when circumstances allow, we would also seek to put the other buildings into sustainable and economically viable new uses.
4 2.0 INTRODUCTION & BACKGROUND 2.1 PURPOSE OF THE BUSINESS PLAN To provide a summary of the activities of the 'White Swan, Hunmanby (Industrial Provident Society for the Benefit of the Community) Community Pub Ltd' (WSHCP)over the next 2 years. The Business Plan will be used as a guide for the Board and Officers of this newly formed organisation, and as a way of informing others and seeking support for its plans.
2.2 WHO WE ARE
Initially formed in early 2013 to fight proposals to redevelop the White Swan Inn and site into housing and to explore the opportunities offered by the Localism Act 2011, the Save Our Swan Action Group came together following a well attended public meeting which provided the mandate for action. The core Group is currently made up of ten local residents:
John Breffitt, BSc (Hons) (Chair) Linda Tindall, BA (Hons), PGCE, MA (Vice Chair) Carol Mather (Treasurer and Minute Secretary) Paul Riley (Company Secretary) Martin Sykes (Social Media Expert) Phil Cook, BEd (Hons) (Press Officer) Sara Brown (Events Organiser) Ian Mather (Renovation and Landscaping) Bernard Hall (Retired Publican) Pat Parr (Retired Publican)
(See also Appendix 1 – Director Biographies)
The initial aim of the Group was to prevent the White Swan joining the list of valuable village assets lost to redeveloment alongside the Public Toilet Block, Hunmanby Library, the Village Craft Centre and numerous shops. The depth of feeling amongst local residents against the plans was clearly evidenced by the number of objections lodged with Scarborough Borough Council (SBC) Planning Office. http://planning.scarborough.gov.uk/onlineapplications/applicationDetails.do?activeTab=neighbour Comments&keyVal=MH2YY2NS05B00 and http://planning.scarborough.gov.uk/onlineapplications/applicationDetails.do?activeTab=neighbour Comments&keyVal=MH2X98NS05B00
Following the public meeting the Group set to work and contacted various organizations including Locality, Scarborough Local Area Forum, Seachange, The Plunkett Foundation, Pub is the Hub and CAMRA. Members of the Group visited the Forrester’s Pub in Coverdale and were hugely encouraged by their achievements and benefited greatly from their advice.
The Group continues to meet regularly and communicates with the village in respect of the project’s progress via Facebook, our Website, Twitter, newsletters, telephone, letter, notices and face-to-face encounters. Individual members of the Group are well known in the village through their involvement with local societies and village events.
Further activities to test the wishes of the Community regarding the Project have proved to be overwhelmingly positive. At first there was a degree of apathy based on poor expectations of success.
However, the group has been able to flesh out it’s ideas and proposals. Faith in the likely success of the
5 project has grown substantially resulting in offers of voluntary help with the refurbishment of the premises by local trades people and an increase in levels of support by residents as more and more people are spreading the word.
In recent times the Group has applied for, and been awarded, a Pre‐Feasibility Grant from the SIB Group which has paid for the White Swan to be independently valued and surveyed and for the Group to become formally incorporated as an Industrial Provident Society for the Benefit of the Community. Two members of the Group have successfully undertaken training in Beer and Cellar Quality (Cask and Keg) and have achieved the BIIAB Level 2 Award for Personal Licence Holders. The grant has also facilitated further consultation to be undertaken with members of the Community and the launch of the Community Share Issue which will provide funds towards the purchase and renovation of the White Swan.
2.3 VISION AND MISSION STATEMENT
Our vision is for the White Swan to become a Community Pub, owned by and for the people of Hunmanby, providing services, activities and opportunities to them and visitors to the village. We want to see the White Swan Restaurant re‐opened and the Hotel (letting bedrooms) brought back into full use in a way which reflects the history and heritage of the White Swan.
2.4 STRATEGIC AIMS
Ensure the viability of the White Swan to improve:
1. Community cohesion and regeneration 2. Awareness of the White Swan as an important heritage and conservation site 3. The social and economic viability and sustainability of the village as a tourist centre 4. Employment and training/work experience opportunities for local people
6 3.0 THE PREMISES, PROJECT AND COMMUNITY
3.1 THE PREMISES
The White Swan is a grade II listed building, located within the Hunmanby conservation area and, with All Saints Church and the Market Cross, it forms an integral part of both the historic and current commercial centre of the village.
The White Swan is one of the last remaining Coaching Inns on the Scarborough to Hull route and is documented as having been the local Court House, meting out punishments to miscreants and dealing with disputes. It was also the venue where wages were paid out by the local gentry to employees and the place where many, no doubt, spent said wages!
The White Swan was formally recognised and designated as an 'Asset of Community Value' in July 2013 on the basis that it has 'furthered in the recent past/furthers the social well‐being/social interests of the local community and can do so in the future'. In 2013 the village of Hunmanby was also designated as a 'Gateway to the Wolds' and, given its prime location, the White Swan can be regarded as 'a Gateway to the Gateway'.
The White Swan sits on a site of 0.48 acres. Apart from the main building, there is a Stable Block in the large Car Park and an additional, Annexe building to the side which was recently used as a hairdresser's shop and for storage. All of the buildings on the site are listed as being of 'architectural interest'.
A recent professional inspection regarding the structural condition of all the buildings has revealed that, whilst there is significant need for remedial works, the White Swan building itself remains reasonably structurally sound (given its age and lack of maintenance). Due to the listed status of the White Swan, any work undertaken needs to be approved by the Local Authority as appropriate and sympathetic to its original form and design.
The White Swan is currently owned by Enterprise Inns who, at the beginning of 2013, applied for Planning Permission for the site to be redeveloped, marketing it as a 'Development Opportunity' for 9 houses on the grounds that 'the White Swan has no future as a public house'. Enterprise Inns subsequently withdrew the Planning Applications, at least in part due to the overwhelming local opposition to the proposal. Currently, an application for Planning Permission to redevelop the outbuildings and Car Park (but not including the White Swan itself) into 6 dwellings is awaiting determination.
In recent years, the White Swan premises and business have been subject to little or no investment with catastrophic consequences on trade and the maintenance of the building. A series of inappropriate and uninterested temporary managers further contributed to a down turn in use of the Pub and the facilities it offers. However, between February and August 2013, the introduction of a more experienced and innovative temporary manager clearly demonstrated what can be achieved in the right hands; trade picked up and the internal environment of the building was refreshed at little cost resulting in a more welcoming and pleasant place to visit for locals and visitors alike. Providing the business can be turned around, the future of this important part of the heritage of Hunmanby may be guaranteed.
7 3.2 THE PROJECT
It is our intention to purchase the freehold of the White Swan Site which will be owned by and for the people of Hunmanby. The White Swan itself will become a Community Pub and better placed to return to profitability because of freedom from the 'beer tie'.
In the past the White Swan was home to a variety of local teams – darts, dominoes, pool etc and ran a well attended weekly quiz night. However, in recent years these activities have largely been lost due to unsupportive management. We intend to build upon this former legacy, reintroducing these team activities and encouraging the development of new functions for all age and social groups, based on need and demand.
st For example, we propose that the White Swan will be 'WiFi'd' to meet the expectations of 21 century customers of the Hotel, but this service will also be available to people using the Pub and residents of the village. Furthermore, it is hoped to provide access to computers in the White Swan which then opens up the possibility of offering training in basic computer skills, delivered by volunteers. This would be of particular benefit to anyone without computer and internet access at home - from young job seekers to older residents wanting to become 'silver surfers'. In this way, the White Swan Community Pub would be reinstating vital local amenities which were lost with the closure of Hunmanby Library.
To take advantage of the huge number of tourists who visit the area during the summer months, we intend to refurbish the interior of the White Swan and provide an inviting venue, attracting customers to the Restaurant and Hotel through activities, events, weekend leisure breaks and as a stop off venue for walkers, cyclists and other tourists. Our plans include promoting the history and heritage of Hunmanby and the immediate area by providing information at the White Swan about the village and the myriad of walks and trails just waiting to be discovered.
Although it is our intention that the White Swan becomes a Community Pub, we are under no illusion that it must be, first and foremost, a profitable business, if not, we will be unable to realise our Community objectives. It is accepted that Community Services will be introduced gradually during the first year of operations depending on the Pub’s profits and need for re‐investment. However, it is envisaged that the majority of the services should be up and running by the end of the first year. As funds permit we would hope to develop the other buildings on the site for a variety of uses.
3.3 THE COMMUNITY
Hunmanby is located approximately 9 miles from the tourist towns of Scarborough in the north and Bridlington in the south. The smaller tourist town of Filey is situated 3 miles to the east of the village.
Hunmanby lies in Hertford Ward within the Borough of Scarborough. The village is home to 3,132 people (ONS, 2011 Census), a small rise from 3084 in 2001 (ONS, 2001 Census). In 2001, over 30% of the population were aged over 65 with 55% of working age. Detailed Parish figures for 2011 are not yet available, nevertheless the data which is available suggests a slowly declining population with an 'above average' age profile when compared with the rest of the Region and England as a whole. However, in the summer months the population swells due to the proximity of many camping sites and large caravan parks.
Despite having its own railway station, Hunmanby is poorly served by public transport links which are both costly and infrequent. For example, at the time of writing, someone working in Scarborough would pay £8.15 a day return by bus or £5.30 a day by train. In general, buses run hourly with an hour and a half between trains. The train is the cheaper option but the first train to Scarborough is at 8.04am, arriving at 8.30am – too late for anyone starting work at that time. The last bus to Hunmanby leaves Scarborough at 6.25pm and the last train leaves at 7.40pm. The last bus to Scarborough leaves the village at 6.40pm
8 meaning there is no chance for an evening out in town, other than by using a taxi or car. The paucity of public transport creates difficulties for all members of the Community who do not have access to their own car. Particularly affected are young people needing to undertake work experience or find employment, older people needing to travel to Filey for shopping or to use the Public Library following the closure of Hunmanby Library and young mothers wishing to find local employment to fit in with school times. Sadly, access to public transport may be bad at the moment but things might get even worse with plans to reduce the number of daytime buses. To help alleviate some of these problems, we will provide additional employment, local services and social opportunities in the village.
3.4 THE BUSINESS
Currently, The White Swan consists of: Ground Floor: 2 Bar areas, one of which forms the Lounge A small Function Room 2 x toilet blocks A large, catering kitchen
1st Floor: A large, self contained Function Room with Toilets, Bar and access to the Car Park, as well as access to the main Bar and letting rooms (Hotel) 3 bedroom apartment 1 large, ensuite letting room 1 storage room
2nd Floor: 4 Ensuite letting rooms
The Business will be divided into three entities: 1. Public Bar/Lounge and Ground Floor Function Room 2. Hotel 3. Restaurant and Functions
3.5 DESCRIPTION OF ACTIVITIES
3.5.1 Public Bar and Lounge Area
This Area will remain as a social meeting place but must also be welcoming to visitors. It will continue to cater for local group activities eg darts, pool, dominoes, quiz nights, etc during the evenings. It will also provide breakfast, lunchtime and early evening menus. The food will be good quality at affordable prices; a price reduction for OAPs would be introduced. As a freehouse, a wider variety of ales and lagers will be offered at competitive prices.
3.5.2 Ground Floor Function Room
Day‐time activities:
‐ Pick‐Up/Drop‐off point for Parcels;
‐ Residents and Tourist Information Centre;
‐ Library ‐ It is considered possible that, at least in part, this service could be incorporated into the White Swan, supporting the Super-mobile which currently comes to the White Swan Car Park fortnightly following the closure of Hunmanby Library, particularly by providing a book collection/drop off point, access to the internet
9 and, potentially, to computers and training in basic computer skills;
‐ Post Office – Should the village Post Office close in the future, which is a realistic possibility, the White Swan could potentially offer this facility, maybe including an ATM.
Evening Activities: ‐ We intend to attract local groups to use this area as a small meeting room. Hunmanby has several such groups eg Bridge Club, Pigeon Club etc. The currently defunct Folk Club and other similar groups (eg Open Mic sessions etc) for which a Pub atmosphere is appropriate will be encouraged to use this space.
NB: We are conscious that Hunmanby Community Centre currently caters for groups for which a different atmosphere and space is appropriate eg the Slimming Club, Zumba, History Group, the Drama Club, Poetry evenings etc and it is NOT our intention to seek to 'poach' these groups but rather to work collaboratively with, and complimentary to, other facilities in the village.
‐ A room for small celebration type events.
3.5.3 Restaurant/Function Room:
The large, 1st floor room will, in the main, be used as the White Swan Restaurant. The room has its own (disabled friendly) entrance at the rear of the Pub opening out onto the Car Park. It also has direct access from the letting rooms (Hotel). This room can accommodate around 40 covers and has been hugely successful in the past. It is intended to provide a convivial atmosphere with good quality food served by well trained staff.
Quality and price will be pitched between that offered by the other food serving premises in the village ie better than general 'Pub Grub' but not as expensive as Wrangham House, a Georgian, former Vicarage located near to the White Swan but which concentrates on top of the range priced food in the village. We estimate that a turnover of around £40,000 can be achieved in the first year of operation.
The area relies heavily on tourism during the summer months which will benefit the White Swan and compensate for reduced custom during the rest of the year. Nevertheless, we intend to offer special events to encourage and increase custom during the ‘off season’. For example we will offer:
‐ Food theme nights eg French/German/USA etc. ‐ James Bond/Casino night ‐ Pudding and Pie night ‐ Local Fayre night, showcasing local produce and specialities ‐ Hunmanby Ball evening ‐ Christmas Eve/New Year’s Eve Party
It is also intended to use the Restaurant space for functions.
All Saints Church is directly opposite the Pub and therefore provides an opportunity to cater for larger events such as Weddings, Christenings and Funerals.
10
Village Community Events will also be held in this room throughout the Year which will be widely publicised in order to also attract visitors to the village, eg:
‐ Christmas Market ‐ Carol Singing ‐ Easter Event ‐ May Day celebrations ‐ Community Workshops ‐ Hog Roasts ‐ Beer/Food/Music Festivals ‐ Craft Fayres
It is hoped that the Restaurant would eventually take on and train catering students, either as holiday jobs or for their Industry work experience in the catering sector.
3.5.4 Hotel (Letting Rooms)
The White Swan, will have five letting rooms, all of which will be refurbished resulting in rooms with th modern facilities though still retaining the character and charm of an 18 Century Coaching Inn. It is intended that these rooms would be a good source of income and should realise around £23,400 per annum (gross) based, initially, on 25% occupancy, at an average rate of £50/rm/night mainly through visitor occupancy during the summer season.
As the Hunmanby area already enjoys a large visitor population during the summer months, the need to increase occupancy during the off‐season is important to increasing revenue from the letting rooms. We will achieve this by offering:
‐ Speciality weekend breaks eg Ghost weekends (the Pub is allegedly haunted, a fact we can publicise) ‐ Music weekends ‐ Valentine's Day, Birthday Celebrations, etc. ‐ Village events (see above) ‐ Walkers/Cyclists weekends ‐ Real Ale weekends ‐ Golf weekends
Some of these events would include dinner in the Restaurant at a discounted rate, free bottle of wine and a themed welcome basket in the room.
The aim is to increase the occupancy rate of the letting rooms to 35%+ during the first 2 years of operations and build on this over the following 3‐5 years by making full use of web sites such as bookings.com and th laterooms.com. We intend to market the Hotel by emphasizing the White Swan’s history (ie an 18 Century Coaching Inn) and its position as a gateway to a ‘Gateway To The Wolds’. As such, it is well positioned as a central point from which to explore and enjoy the Wolds, seaside resorts and historical towns and the many walking trails in the immediate area. The Hotel aspects of the business will be staffed by local people where possible/available. It is also considered possible that the Hotel (and Bar/Functions) aspects of the business could eventually take on and train students, either as holiday jobs or for their Industry work experience in the hospitality sector.
11 3.5.5 Objectives i) To purchase the freehold of the White Swan Site and to recreate the 'Inn' as a Community Pub: We intend to purchase the site by the end of August 2014 and complete refurbishment of the White Swan Inn in time for the 2015 summer season. We aim to raise in excess of £200,000, from the Community Share Issue and several thousand pounds from costed voluntary activity. ii) To engage the Community in the refurbishment by using local building suppliers and trades people wherever and whenever possible, supported by other members of the Community on a paid or voluntary basis (as appropriate). Volunteers have already come forward and we are confident that these will increase. iii) To successfully market the White Swan Inn to appeal to the huge number of tourists who visit the area each year - as a Hotel, Restaurant and Public House providing information about the village and surrounding areas, including 'What's On?' information. iv) To ensure the financial viability of the business (through regular robust checks and balances by the Board in all operational areas – monthly in the first instance, then quarterly as the business becomes more established) ensuring weaknesses are identified and dealt with before the business is compromised. v) To re‐kindle and foster the Community spirit of the village by highlighting the importance of its history and heritage and contributing to its furtherance (an example for consideration is the recording of Oral Histories); by initiating regular social events for all groups and creating a sense of 'ownership' via the Community Share Issue and the centrality of voluntary action and activity to the refurbishment and Community aspects of the 'project' (eg maintaining and updating the supply of Information and literature, operating the Parcel and Book Delivery and Collection services etc). vi) To provide training, educational and recreational activities for the Community, for both individuals and social groups of all ages and backgrounds; to be achieved by working with local educational bodies and consulting with the Community to establish requirements.
12 3.6 ANALYSIS OF NEED AND DEMAND
Information gleaned from the Community as a result of our 'Expression of Interest' leaflet (circulated to every household, as a precursor to the Community Share Issue 'proper', to gauge support for the Project) and subsequent consultation events, have confirmed the need and demand for the following:
Public toilets Village events Parcel drop off and collection point Library books drop off and collection point WiFi Friendly social meeting place for all groups Beer garden BBQ events Village and Tourist Information Centre
We believe it will be feasible to provide the above at the White Swan.
Need and demand for the following was also identified:
Workshops/Craft Centre Heritage Centre ATM Machine Micro Brewery Anciliary Healthcare Facilities, eg Mammograms, Blood Pressure monitoring etc
Whilst it will not be possible to provide these services from the outset, we will seek to renovate the Stable Block and former bank premises as finances allow. It may, therefore, become possible to fulfil some, if not all, of the above needs and demands in the future.
3.7 COMPETITOR/MARKET GAP ANALYSIS
Hunmanby has three other Public Houses, however none has the capacity or ethos to provide the Community Services/Activities which we intend for the White Swan. The closest is the Cottage which caters for a younger clientèle providing loud, live bands, karaoke, etc and basic ‘Pub Food’ and which has no Restaurant, no Car Park and no capacity to expand. The second Public House is the Horseshoe which offers very similar provision to that of the Cottage, although it does have a large Car Park. The third Pub, the Railway Tavern, has changed management several times over the past five years and remains 'unsettled'.
Additionally, there is the Royal Oak, some 1.5 miles outside of the village; for many, too far to walk for an evening out. Hunmanby Playing Fields Association also has a Club with a strong 'sport' orientation and therefore not to everyone's taste.
In conclusion, we believe that our 'added value' concepts, ie our Community ethos, the services, facilities and activities for residents and visitors we will offer and our village 'history/heritage' emphasis, will ensure that the White Swan will provide additional customer interest which the competition cannot match.
Other food outlets consist of a sandwich shop, a Chinese Take Away, a Pizza Take Away, a small café and a ‘top of the market’ hotel. The White Swan should have little difficulty in positioning itself between these outlets, both in price and opening times. Hunmanby also has a Community Centre which is used by the Parish Council and other groups such as Drama, Slimming Club etc. We do not see this venue as ‘competition’ as the Community Centre and the
13 White Swan have differing facilities and uses; in fact it is our intention to work closely with the Community Centre not against it.
There are at least two Micro Breweries within 10 miles of Hunmanby. Having researched the Project, we are confident that we can work with these breweries, eg by arranging Brewery Tours and creating further interest in local real ale by providing more choice in this area in the future.
3.8 SWOT ANALYSIS
Strengths: • The White Swan is a Grade II listed building and former Coaching Inn of historical interest • The White Swan is in a popular tourist area: Many caravan and camping sites close by; walkers and cyclists pass through the village • Close proximity to seaside and resorts of Filey, Bridlington and Scarborough • Hunmanby is being publicised as a 'Gateway To The Wolds' with links to the inland towns and villages (eg Driffield, Beverley, Malton etc) • Disabled Access • Function rooms for events • Opposite the Church – useful for Wedding receptions etc • Hunmanby has a large population • The White Swan is still remembered for its ‘good value’ Restaurant in the recent past • Tradition and history – the Pub is at the centre of the history and heritage of the village and enjoys a great deal of affection with villagers and visitors
Weaknesses: • It has had a succession of managers and has lost customer appeal • Regarded as ‘has been’ by some • Not inviting to tourists/passing trade • Weak management • Potentially, the Board’s lack of knowledge in running a Pub/Restaurant/Hotel business and Community/Tourist Information Centre, run largely by volunteers
Opportunities: • To refurbish and provide services and events to attract Community and tourism custom • To bring the Community together and provide cohesion and services for all Community groups • To give the Community a voice in the future of the Pub and the services offered • To re‐establish the once very popular reasonably priced Restaurant which is now lacking in the village • To provide an attractive Beer Garden • To emphasise the importance of the history and heritage of the village • To contribute to and improve the economic viability of the village • To provide training/employment opportunities in the village especially to students and young unemployed people • To reintroduce and maintain village services which have disappeared eg Public Toilets, Hunmanby Library etc and, if required, the Post Office.
Threats: • The cost of investing in the building may be prohibitive when set against potential income • Apathy of the Community and lack of custom • Lack of interest in the history and heritage of the village • Competition: there are three other pubs and a Club in close proximity • Economic downturn resulting in less disposable income in general • Potential customers drinking at home due to cheap cost of supermarket alcohol
14 • Potential difficulty in providing all aspects of the Community with appropriate services • Short tourist season
3.8.1 Dealing with Weaknesses and Threats
Weaknesses: It is essential that the Manager/s chosen to run the business have experience in, and commitment towards, running Community type ventures and have a proven track record of success in Pub/Hotel/Restaurant management (see 4.2 below). We understand choosing the right people is VITAL to the success of the enterprise. The Post/s will be advertised widely and the candidate/s closely scrutinised for suitability.
In order to obtain skills and knowledge regarding the business, members of the Board have undertaken training and gained certification in cellar management and are now qualified to hold a Personal Licence. With regard to the history and heritage aspects, we will work closely with the local Heritage and History Societies both of which have extensive experience in this area.
The loss of amenities in the village has left Hunmanby with less and less to attract visitors. However, through the dual initiatives of history/heritage and Community which we are promoting, the village will be able to provide tourists and locals with incentives to visit, use and join in the facilities and events we will offer.
Threats: We aim to raise in excess of £200,000 from our share issue, plus several thousand pounds through costed, voluntary activity, which will cover both the purchase of the White Swan Site and the initial repair/refurbishment costs of the Inn. Should this not be the case, with the revenue raised only covering the purchase of the Site, we estimate that much can be done in stages, without closing all of the business (ie the Pub, Restaurant and Hotel aspects). Any outstanding repair and refurbishment costs will have to be paid for via the profits of the business and maximising the use of volunteer assistance. However, to ensure the business becomes attractive and welcoming to our potential market, it is essential that the ‘public face’ of the main building is tackled immediately. In the absence of sufficient funding, we will make full use of the voluntary assistance we have been offered to help with this. We already have roofers, builders, painters, cleaners, etc, committed to assisting where/when necessary.
The potential cost of repairing and refurbishment is concerning. We have commissioned and obtained a structural report which shows that, despite its age and lack of maintenance, the main building is reasonably structurally sound, though a degree of work is required, notably rewiring, re-plumbing etc. In the absence of adequate funds being raised we would have to rely on volunteer activity, although this may not be sufficient for specialised work. Our other options to fund any work required are to ensure the Pub, Restaurant and Hotel sides of the business are successful and to organise fund raising events and activities. A final option is loan finance although this would be a last resort due to the burden it could create to the business, especially in the early stages of trading.
It is true to say that, initially, there was some apathy in the village itself towards the chances of the Group succeeding in its aim to 'Save Our Swan', mainly because so many PubCo Pubs (such as those owned by Enterprise Inns, Punch Taverns etc) have disappeared and continue to do so; the feeling was that it was impossible to fight big companies. However, as time has elapsed and progress been made, we now find that support and belief in our Project has increased and continues to grow. We are now an Industrial Provident Society for the Benefit of the Community, have obtained a Pre Feasibility Grant, received proof of Community interest via our 'Expression of Interest' leaflet and stalls at local events. We have a support database of over two hundred people.
It is through the above contact with the Community that we have confirmed that there is considerable
15 interest in the history of our village, particularly, but not exclusively, amongst the older residents. We hope to spread this interest via our heritage activities.
Competition from other Pubs in the village cannot be ignored. However, we are confident that the size, potential and additional facilities available at the White Swan, once they are brought back into service, will easily ensure that it can increase its market share.
The on‐going recession and the increase in ‘home‐drinkers’ buying from supermarkets is indeed a threat. Less disposable income and cheaper prices are clearly a good reason for people to stay at home; the ban on smoking has also added to the trend. However, the White Swan will be a free house and, as such, will not be tied to Brewery beer prices, meaning that it will be in a better position to compete with the other Pubs in the area and so encourage more custom. Also, the White Swan will host events and speciality evenings thereby giving people a complete ‘social evening’, further enticing more customers and reducing the need to travel outside of the village for a night out.
According to Mintel in 'Food and Drink' (2.8.2013), 54% of people stated they had not curtailed the number of times they ate out, rather they are likely to, for example, change from bottled water to tap water etc to reduce the cost. Also, Pubs make up the largest visited food outlets, taking 57% of the market. We hope to provide Bar and Restaurant food to take advantage of this market, offering food in accordance with changing tastes.
As a Community venture, it is essential that we meet the requirements of all groups in the Community. In order to do this we have asked and received feedback from various sections of the Community and responded accordingly to this feedback in our plans. Therefore, we will provide a range of services, tailored to meet expressed need, suitable for different age groups and tastes, weekly, fortnightly or monthly depending on demand. Fortunately the White Swan is large enough to cater for several groups at one time and we see no problem in catering for diverse groups.
The tourist season in the area is short, around four months, excluding Easter. It is therefore essential that during the off season months we are able to attract alternative/additional local or visiting customers. To achieve this, we will continue to run events through the winter months and advertise ‘interest weekends’ eg Heritage, Beer Festival, Christmas market, etc.
3.8.2 Conclusion
It is clear that the White Swan presents an enormous opportunity to the village and its residents, achievable by maximising and building upon its strengths and overcoming weaknesses and threats. There are potential problems, money for investment being the main one. Lack of finance will delay our plans and ability to offer Community and heritage programmes. However, we feel we can still succeed in our venture by completing works in stages.
16
4.0 RESOURCES
4.1 GOVERNANCE
Initially, the current unelected Board will direct operations. However, following the Community Share Issue, at the first AGM, all members of the current unelected Board will stand down and the new Directors will be elected by the membership on the basis of one share one vote in accordance with IPS rules (See Appendix 5). The Manager/s will run the Pub, initially reporting back to the Board monthly to discuss strategy success, general feedback and quarterly accounts issued by the Accountant.
The members of the Board of The White Swan Community Pub Hunmanby Ltd shall be bound by the Code of Conduct (See Appendix 6).
4.2 STAFFING
Manager/s: The committee has looked very carefully at the options available with regard to management of the White Swan. A 'tenancy' model was considered initially and appeared to offer potential benefits. However, this was subsequently discounted because a 'tenancy' could minimise the potential for Community involvement in the venture and would also prevent access to EIS tax relief for investors.
After careful consideration, it was decided that an 'Incentivised Manager' model would best fit our specific needs (ie Manager/s paid a basic salary plus a bonus based on profit). Therefore, we will be looking to appoint an experienced Manager or Management couple to take overall responsibility for the business, initially on a probationary basis to ensure suitability. The Manager/s will liaise closely with the Board on a regular basis. We recognize that this is THE key role and it is vital that the right people are appointed. With regard to general business requirements, the Manager/s must be able to motivate staff to ensure best performance, constantly review sales and costs to identify poor results and implement strategies for improvement, take on a marketing role to promote events and liaise with Community members to assess changing needs. It is also vital that the Manager/s understand and are sympathetic to the importance of the buildings as part of the village’s heritage and are familiar with the 'Community led' ethos of the Project.
It is intended that the Manager/s will have food delivery and Hotel experience to develop this side of the business, taking responsibility for catering in Year One whilst developing the Restaurant.
Pensions and holidays will be provided in accordance with statutory requirements.
Other Staff: Other staff will be appointed by the Manager/s but will be employees of the Society. It is hoped that any additional staff can be taken from the village or immediate area.
4.3 MARKETING STRATEGY
Both the village of Hunmanby and the White Swan have suffered from inadequate and poor quality marketing in the past. However, this can and must change if the village is to remain economically viable with a sustainable future as a tourist destination and things are changing with moves in the right direction. The recent designation of Hunmanby as a ‘Gateway to the Wolds’ (with the White Swan as 'a Gateway to the Gateway’) brings with it enormous (currently untapped) marketing potential. Hunmanby is a major stop off point for walkers and cyclists enjoying the Wolds and Centenary Ways. This presents an opportunity, just waiting to be exploited, to market the village and the services it offers to walkers and cyclists as well as day trippers and visitors wanting to explore the history and heritage of the village itself and the surrounding area.
17 Hunmanby Heritage Society, in collaboration with the Local History Group, has produced a ‘Heritage Trail’ which takes the form of a leaflet and notice board highlighting walks around the village. The White Swan is the starting point of the ‘Heritage Trail’ and, given its central and highly visible location in the village, offers an ideal place for distribution of leaflets and information about the village and other local tourist opportunities.
Thus, the White Swan can be marketed as: i) A centre for tourist/heritage information in respect of the village itself and the surrounding area. ii) A former Coaching Inn offering real ales as well as a range of hot and cold soft drinks in pleasant, traditional and convivial surroundings. iii) A place to enjoy a Bar meal or dinner in the Restaurant. iv) A place to stay as an overnight stopover or for longer, whether as a walker or cyclist following the Wolds or Centenary Way, a visitor wanting a relaxing holiday break or someone in the area on business.
The activities/facilities on offer will be widely advertised via general and specific media.
5.0 CAPITAL FINANCE
The venture will be funded by the Community Share Issue. In addition, we will utilise Community voluntary activity to assist in refurbishing the premises.
We aim to raise in excess of £200,000 through our share issue and several thousand pounds through costed, voluntary activity. Additionally, we will continue to hold fund raising activities and will identify/apply for grant funding, as appropriate (eg Heritage Lottery Fund, SIB Group and the Plunkett Foundation 'Building Capacity Bursary Award' etc).
5.1 Risk Factors:
We have identified 4 main Risk Factors to our proposals:
1. What if our bid to purchase the White Swan fails? At the time of publication of this Business Plan, we remain in negotiation with Enterprise Inns to agree the purchase price of the pub. We are determined to make a realistic offer which reflects the investment needed to carry out essential repairs and refurbishment to restore the premises to a satisfactory standard. We are determined not to over pay. Until purchase negotiations are concluded with Enterprise Inns, all subscription monies for shares will be held in an account operated by our Accountants.
2. What if we do not raise enough money to buy the White Swan? In the event that insufficient funds are raised or the Project cannot proceed for any other reason (eg another prospective buyer outbids us), ALL subscription monies will be refunded in full.
3. What if insufficient numbers of people use the White Swan to retain the viability of the business? We believe that our proposals to revitalise the White Swan as a Community Pub and the new services and activities which will be on offer, will provide a sound basis for the business, particularly as they represent what members of the Community have told us they need and want when we have asked them. Furthermore, the revitalised White Swan Community Pub and what it has on offer will be advertised widely using all available media to encourage more people to get involved.
18 4. What if the Business fails? We believe that the plans outlined will ensure that the Project is a success. However, in the event that the business fails, the buildings/business would be sold and shareholders would be repaid their investment from the proceeds of the sale, AFTER repayment of all debts (including, eg professional services associated with the sale etc). In other words, in the event of business failure, investors may not get all their money back.
However, although we cannot guarantee that shareholders would be repaid their investment in full, as WSHCP confers limited liability, the most investors could lose due to business failure would be their original investment.
The value of shares cannot increase and may decrease in the event that the business fails. Unlike a conventional limited company, any surplus would have to be paid to a charitable or community body, in line with the Rules of the Society and would not be distributed amongst shareholders.
We recommend, therefore, that independent financial advice is sought by any potential investors who might have concerns in this regard, before investing in the Project.
6.0 REVENUE FINANCE
Profit & Loss and Cash Flow – see Appendices 2 and 3
Revenue will be generated through the Pub’s operations and financial control strictly enforced through regular monitoring by the Board with regard to costs, wages, overheads etc to enable forecasts and budgeting to be adjusted where necessary.
Each ‘department’ ie Bar/Hotel/Restaurant will have its own cost code identity which will ensure ease of traceability and reporting. Management Financial Reports will be raised at least every quarter and advice sought from the Accountant. Cash Flow reports will be required from the Manager/s by the Board on a monthly basis to ensure problems are recognised swiftly and action taken.
It is accepted that Community services will be introduced gradually during the first year depending on the Pub’s profits and need for re‐investment. However, it is envisaged that the majority of the services should be up and running by the end of the first year.
7.0 EVALUATION
7.1 REVIEWING OUR PROGRESS
Our progress will be evaluated by comparing our objectives against outcomes:
Financial: Overall performance and progress of the Business will be reviewed quarterly in all areas ie wet sales, food sales, accommodation. Financial projections will be discussed and areas of weakness identified to enable action to be taken, eg reduce accommodation prices, provide additional activities to increase revenue etc. A professional accountant and a regular stock taker will be employed to ensure correct financial management. Community Engagement: The success of this will be judged by the feedback from the Community, eg number of shares sold, involvement in the refurbishment and participation in other aspects of the Project. Marketing: The success of our marketing plan will be judged by the number of visitors to the White Swan (evidenced by sales/income), numbers of visitors to the village in general and the success of our Community events (attendance).
19 8.0 CONCLUSION
Our proposals for the purchase, renovation and operation of the White Swan as a Community Pub offer an innovative approach to managing and addressing some of the social and economic difficulties posed by life in a large village with poor (and diminishing) public transport links and declining public services.
The paucity of public transport and the loss of public services (eg the closure of the village Library) create a need to develop LOCAL alternatives which focus upon the expressed needs of all sectors of the Community and maximise the contribution of its members. Furthermore, poor transport links in an area with high levels of seasonally driven under and unemployment, create a need for more LOCAL work experience and employment opportunities, especially for young people. LOCAL opportunities – the expansion of services and activities - are also vital to the future sustainability of the economy of the village which relies heavily on tourism to boost its income.
Our proposals protect and enhance both the past, in the form of local heritage, and the future where young people are forced to move away in search of employment, leaving behind an ageing population facing diminishing local services. We would suggest that our model for social and economic regeneration offers a low cost but high return exemplar for other similar rural groups to follow and replicate.
It is hoped eventually to renovate the other buildings on the site and create other facilities and job opportunities.
APPENDICES:
Appendix 1 Board Members
Appendix 2 Profit & Loss Account Projection – Year One (Monthly Basis) Profit & Loss Projection – First 3 Years Appendix 3 Cash-Flow Forecast – Year One Appendix 4 IPS Rules
Appendix 5 Code of Conduct
20 APPENDIX 1 – Board Members
John Breffitt, BSc (Chair) has lived in Hunmanby for 40 years, he owned and ran the village Pharmacy until 1998 and then worked as a locum pharmacist until full retirement at 65. He therefore understands very well the problems and advantages of self employment and employing staff. John also worked in Hospital, Veterinary and Industrial research Pharmacies and served on the Pharmaceutical Technical Society with Glaxo Laboratories. John is very well known and respected in the village having served on Hunmanby Parish Council for many years and holding the position of Chair for a time. He also served on the Planning and Finance Committee. He now does voluntary work 3 days a week with the North York Moors National Park. Linda Tindall, BA (Hons), PGCE, MA (Vice Chair), was born in Liverpool but moved to Hunmanby when she married Phil (a local lad) in 1978. Linda has become one of the group's most passionate and vocal supporters, marshalling the skills she developed as a teacher to speak at public meetings and talk to the media. She is a networker, using her contacts, both past and present. Having lived in the village for so long, she knows many 'locals' whilst her 'unique' way with words adds a smidgen of humour to proceedings. Carol Mather (Treasurer) was born in Halifax, but moved to Hunmanby with family 26 years ago after visiting the area for a holiday. She has been involved in various organisations over the years, treasurer of Hunmanby Carnival Committee, current Director of Hunmanby Hall North Management Committee. Previous employment, worked in parents pub, childminder, wages clerk, accounts clerk. At present employed as an administrator for a charity for adults with a learning disability. Enjoyed transforming property in recent years, including a 400 year old cottage and a former school music building. Paul Riley (Company Secretary) a banker for 29 years now working in the leisure industry. Paul has lived in the nearby village of Reighton since 2008 where he has become a civic leader (Chairman of the Reighton & Speeton Parish Council). Martin Sykes (Social Media Expert) has lived in the local area since boyhood. At age of 16 he joined the Royal Navy and served for just under 25 years before retiring as a Petty Officer in 1999. Martin is currently retired & a regular customer at The White Swan. Martin's particular responsibility within the group concerns the running of the group's on‐line activity which includes a website, Facebook pages & twitter account. Phil Cook, BEd (Hons) (Press Officer) taught in a very large comprehensive school (approx 1800 pupils) in the East Riding of Yorkshire for nearly 35 years; his subjects were Geography, Career Advice and PE. He was a Senior Manager within the school for 27 years, with responsibility for the pastoral welfare and academic development of approximately 320 students (11-18 years old). He was also responsible for a team of around 18 teachers until his retirement in Jan 2010. Sara Brown (Events Organiser) has lived in Hunmanby since she was 12. She has been a home carer for 5 years as well as being a qualified hairdresser. Sara is a keen fundraiser for the Yorkshire Air Ambulance and, from this, she has gained valuable skills and experience in organising events, something she thoroughly enjoys. The youngest member of the Group, Sara brings exuberance and vitality to everything she organises and is a vital link between the Group and the younger residents of Hunmanby, being 'in tune' with their interests and preferences. Ian Mather (Renovation and Landscaping) was born in Hertfordshire. After leaving school he joined the Royal Navy and served for 6 years on various ships and shore establishments. Ian moved to West Yorkshire following his marriage to Carol and was employed as a welder fabricator for a number of years, renovating property in his spare time. After being made redundant, he and Carol moved to Hunmanby where he found employment in a local business in charge of a fabrication department. When the company relocated to the south of England, Ian declined the offer to move, instead becoming self employed, working within the village and surrounding areas doing home and garden maintenance. Ian has been involved with village organisations, ie Carnival Committee, Cottage Aid and the Save Our Swan Action Group. Bernard Hall (Retired Publican) whilst a relative 'newcomer' to Hunmanby, he came to the first public meeting about 'saving our swan' from redevelopment as housing, and immediately offered his knowledge, skills and experience to the cause. Bernard is a retired publican with over 25 years experience in the trade and offers valuable insights into the practicalities and realities of running a successful pub. Pat Parr (Retired Publican) another relative 'newcomer' to the village having retired to Hunmanby after
21 many years in the pub and hotel trade. Like Bernard, Pat brings a wealth of experience to the Group, gleaned from many years running successful hostelries; she knows what a well run pub/hotel looks like and what it takes to become one!
Special thanks to:
Stephen (Shet) Sinclair a White Swan regular who was responsible for getting the ball rolling to 'Save Our Swan' in the first place and who has been an unwavering supporter of the Project ever since!
Andy Thompson (ICT Guru) Started 'Save Our Swan' with Linda (Tindall). Always there when he's needed!
Keith Schofield who stood aside for family reasons.
Mary Read, the original Secretary of the Group, who worked tirelessly on the Campaign before her relocation to live in France in February 2014. Her contribution was vital in bringing us to where we are today. Mary's work within the Group has now been redistributed between the remaining members.
22
Appendix 2 Profit & Loss Account Projection – Year One (Monthly Basis)
Profit & Loss account TOTAL SEP OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG Drinks Sales incl VAT 12400 10200 10200 12500 10500 10500 10500 11000 11500 16750 17250 17250 150550 Food Sales incl VAT 5000 2000 2000 4000 2000 2000 2000 2000 5000 8000 8000 8000 50000 Accommodation incl VAT 3400 500 500 500 500 500 500 3400 3400 3400 3400 3400 23400
Gross Turnover incl VAT 20800 12700 12700 17000 13000 13000 13000 16400 19900 28150 28650 28650 223950
Drink Sales EXCL VAT 10333 8500 8500 10417 8750 8750 8750 9167 9583 13958 14375 14375 125458 Food Sales EXCL VAT 4167 1667 1667 3333 1667 1667 1667 1667 4167 6667 6667 6667 41667 Accommodation EXCL VAT 2833 417 417 417 417 417 417 2833 2833 2833 2833 2833 19500
Gross Turnover EXCL VAT 17333 10583 10583 14167 10833 10833 10833 13667 16583 23458 23875 23875 186625
Cost of Beer (net of VAT) ** 3772 3103 3103 3802 3194 3194 3194 3346 3498 5095 5247 5247 45792 Food Purchases 1875 750 750 1500 750 750 750 750 1875 3000 3000 3000 18750 Accommodation Costs 200 50 50 50 50 50 50 200 200 200 200 200 1500
COST OF SALES 5847 3903 3903 5352 3994 3994 3994 4296 5573 8295 8447 8447 66042
GROSS PROFIT 11487 6681 6681 8815 6840 6840 6840 9371 11010 15164 15428 15428 120583
EXPENSES
Manager's Salary incl NI 1575 1575 1575 2362 1575 1575 1575 1575 1575 3150 3150 3150 24412 Manager's Bonus @ 5% Gr T/O 1040 635 635 850 650 650 650 820 995 1408 1433 1433 11198 Staff Wages incl NI 980 140 140 140 140 140 140 980 980 980 980 980 6720 Council Tax 90 90 90 90 90 90 90 90 90 90 90 90 1080 Business rates 606 606 606 606 606 606 606 606 606 606 606 606 7272 Water 151 151 151 151 151 151 151 151 151 151 151 151 1812 Bank Charges 150 150 150 150 150 150 150 150 150 150 150 150 1800 Insurance 227 227 227 227 227 227 227 227 227 227 227 227 2724 Heat & Light 940 940 940 940 940 940 940 940 940 940 940 940 11280 Legal Fees 3950 3950 Accountant 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 10000 Stocktake 250 250 250 250 250 250 250 250 250 250 250 250 3000 Telecoms & Wi-Fi 100 100 100 100 100 100 100 100 100 100 100 100 1200 Other 600 600 600 600 600 600 600 600 600 600 600 600 7200 Depreciation 200 200 200 200 200 200 200 200 200 200 200 200 2400
TOTAL EXPENSES 11859 6664 6664 7666 6679 6679 6679 7689 7864 9851.5 8876.5 8876.5 96048
NET PROFIT -372 17 17 1149 161 161 161 1682 3146 5312 6552 6552 24535
23
Profit & Loss Projection – First Three Years
YEAR 1 YEAR 2 YEAR 3
Drink Sales - Excluding VAT 125,458 131,750 138,350 Food Sales - Excluding VAT 41,667 43,750 45,950 Accommodation - Excluding VAT 19,500 23,400 27,300
Gross Turnover - Excluding VAT 186,625 198,900 211,600
Drinks Purchased 45,792 48,089 50,498 Food Purchased 18,750 19,688 20,678 Accommodation Costs 1,500 1,800 2,100
Cost of Sales 66,042 69,576 73,275
GROSS PROFIT 120,583 129,324 138,325
Expenses:
Manager's salary incl NI 24,412 25,150 25,900 Manager's Bonus (5% Gross T/O incl VAT) 11,198 11,934 12,696 Staff Wages - incl NI 6,720 7,400 8,150 Council Tax 1,080 1,080 1,080 Business Rates 7,272 7,400 7,550 Water 1,812 1,850 1,900 Bank Charges 1,800 1,800 1,800 Insurance 2,724 2,800 2,875 Heat and Light 11,280 11,620 11,960 Legal Fees 3,950 Accountancy 10,000 3,500 3,500 Stocktaker 3,000 3,000 3,000 Telecoms & Wi-Fi 1,200 1,200 1,200 Repairs & Renewals 2,500 2,500 Other 7,200 7,350 7,500 Depreciation 2,400 5,000 5,000
Total Expenses 96,048 93,584 96,611
NET PROFIT 24,535 35,740 41,714
24
Appendix 3 Cash-Flow Forecast – Year One
CASHFLOW FORECAST SEP OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG TOTAL Income Capital Introduced 50000
Drinks Sales incl VAT 12400 10200 10200 12500 10500 10500 10500 11000 11500 16750 17250 17250 150550 Food Sales incl VAT 5000 2000 2000 4000 2000 2000 2000 2000 5000 8000 8000 8000 50000 Accommodation incl VAT 3400 500 500 500 500 500 500 3400 3400 3400 3400 3400 23400 Other Income Total Income 70800 12700 12700 17000 13000 13000 13000 16400 19900 28150 28650 28650 273950 LESS Expenditure VAT payments 30000 -25395 4379 5459 14443 Solicitors Fees (incl VAT) 4300 4300 Accountants Fees (incl VAT) 1200 1200 1200 1200 1200 1200 1200 1200 1200 1200 12000 Stock/Equipment Purchased 5000 5000 Refurbishments 20000 20000 40000 Cost of Beer Incl VAT 4526 3723 3723 4563 3833 3833 3833 4015 4198 6114 6296 6296 54951 Food Purchases 1875 750 750 1500 750 750 750 750 1875 3000 3000 3000 18750 Accommodation Costs 200 50 50 50 50 50 50 200 200 200 200 200 1500 Manager's Salary incl NI 1575 1575 1575 2362 1575 1575 1575 1575 1575 3150 3150 3150 24412 Manager's Bonus @ 5% Gr T/O 1040 635 635 850 650 650 650 820 995 1408 1433 1433 11198 Staff Wages incl NI 980 140 140 140 140 140 140 980 980 980 980 980 6720 Council Tax 90 90 90 90 90 90 90 90 90 90 90 90 1080 Business rates 606 606 606 606 606 606 606 606 606 606 606 606 7272 Water 151 151 151 151 151 151 151 151 151 151 151 151 1812 Bank Charges 150 150 150 150 150 150 150 150 150 150 150 150 1800 Insurance 227 227 227 227 227 227 227 227 227 227 227 227 2724 Heat & Light 940 940 940 940 940 940 940 940 940 940 940 940 11280 Stocktake (incl VAT) 300 300 300 300 300 300 300 300 300 300 300 300 3600 Telecoms & Wi-Fi 100 100 100 100 100 100 100 100 100 100 100 100 1200 Other 600 600 600 600 600 600 600 600 600 600 600 600 7200
Total Expenditure 53860 11237 11237 -11567 11362 31362 35741 12704 14187 24674 18223 18223 231241
25
26
'GUIDANCE NOTES FOR USE OF MODEL RULES' (p24) and the TEMPLATE OF CODE OF CONDUCT' (p26) are not included here as they do not form part of the Model Rules.
27 INTRODUCING THE SOCIETY AND THE RULES Name 1.1 The society is called The White Swan Hunmanby Community Pub Limited and it is called “the Society” in these Rules. Registration 1.2 The Society is registered under the law as a society for the benefit of the community with the Financial Conduct Authority. Its registered office is 48 Northgate, Hunmanby, FILEY, North Yorkshire YO14 0NT. Why the Society exists 1.3 The Society exists in order to carry on business for the benefit of the community. This is the Society’s Purpose. Commitments 1.4 The Society is committed to: 1.4.1 trading for the benefit of the community, and not for anyone’s private benefit; 1.4.2 retaining profits and applying them to achieve the Society’s Purpose. Governing documents 1.5 These Rules set out the way in which the Society is owned, organised and governed. 1.6 In addition to the Rules, the Management Committee may make other provisions concerning how the Society operates, such as a code of conduct for the Management Committee. Such provisions must not be inconsistent with the Rules. In the Rules 1.6.1 words starting with a capital letter (like Rules) refer to something specific, and the Appendix at the end of the Rules identifies the rule which makes this apparent; and 1.6.2 words which are highlighted in italics (like partner) have a special meaning and the Appendix lists all of these words and explains what they mean.
28 GOVERNANCE Overview 1.7 The Society has Members, a Management Committee, and a Secretary. Members 1.8 Membership is the means by which the Society is owned by the community. Membership provides Members with access to information, a voice in the Society, and the opportunity to be elected to a representative role in its governance. Information 1.9 Members are entitled to receive information about the Society and its business, as provided in the Rules. Voice 1.10 Members have a voice in the Society’s affairs as provided in the Rules, by 1.10.1 attending, speaking and submitting motions to be considered at Members Meetings; 1.10.2 voting at Members Meetings; 1.10.3 electing representatives to the Management Committee. Representation 1.11 Subject to qualification criteria, Members may stand for election to the Management Committee. Management Committee 1.12 Subject to the Rules, the Management Committee manages the affairs of the Society and may exercise all of its powers. 1.13 The Management Committee is collectively responsible for everything done by or in the name of the Society, but on that basis it may 1.13.1 employ a manager or any other staff it considers to be necessary and appropriate; 1.13.2 delegate to any employee responsibility for day-to-day management of some or all of the Society’s business; 1.13.3 authorise members of the Management Committee to deal with specific matters; 1.13.4 make use of the services of volunteers. 1.14 The Management Committee may, with the approval of a resolution of the Members at a Members Meeting, arrange for the management of the business of the Society to be carried out by a third party.
Secretary 1.15 The Secretary is secretary to the Society, and acts as secretary to the Management Committee.
29 2 MEMBERS 2.1 The Society shall encourage people to become Members, and to that end, the Management Committee shall 2.1.1 maintain a Membership Strategy for that purpose; 2.1.2 report to the Members at the Annual Members Meeting on the state of the Society’s membership and on the Membership Strategy. 2.2 The Members of the Society are those whose names are listed in its Register of Members. 2.3 Membership is open to any person (whether an individual, a corporate body or the nominee of an unincorporated organisation) who completes an application for membership in the form required by the Management Committee and: 2.3.1 is over 16 years of age; 2.3.2 supports the Society’s Purpose; 2.3.3 pays for the minimum number of shares required by the Rules; 2.3.4 agrees to pay an annual subscription (if there is one); and 2.3.5 whose application is accepted by the Management Committee. 2.4 The Management Committee may refuse any application for membership at its absolute discretion. 2.5 A Member which is a corporate body shall appoint a representative to attend Members Meetings on its behalf, and otherwise to take part in the affairs of the Society. Such appointment shall be made in writing, signed on behalf of the governing body of the corporate body. 2.6 The Management Committee may divide Members into constituencies, based on geography, the nature of their interest in the society, or any other relevant factor. If Members are divided into constituencies: 2.6.1 the Members in each constituency will be able to elect at least one representative from amongst their number to the Management Committee; 2.6.2 no person may be a Member within more than one constituency; and 2.6.3 the Secretary shall make any final decision about the constituency which a Member belongs to.
Cessation of Membership 2.7 A person ceases to be a Member of the Society in the following circumstances: 2.7.1 they resign in writing to the Secretary; 2.7.2 being an individual, they die; 2.7.3 being a corporate body, they cease to exist; 2.7.4 being a nominee of an unincorporated organisation, the organisation replaces them as its nominee; 2.7.5 they are expelled from membership under the Rules; 2.7.6 the Secretary removes them from the Register of Members, after completing procedures approved by the Management Committee on the grounds that: 2.7.6.1 the Society has lost contact with the Member; or 2.7.6.2 the person no longer wishes to continue to be a Member. 2.8 A Member may be expelled by a resolution approved by not less than two-thirds of the members of the Management Committee present and voting at a Management Committee Meeting. The following procedure is to be adopted. 2.8.1 Any Member may complain to the Secretary that another Member has acted in a way detrimental to the interests of the Society. 2.8.2 If a complaint is made, the Management Committee may itself consider the complaint having taken such steps as it considers appropriate to ensure that each Member’s point of view is heard and may either: 2.8.2.1 dismiss the complaint and take no further action; or
30 2.8.2.2 for a period not exceeding twelve months suspend the rights of the Member complained of to attend Members Meetings and vote under the Rules; 2.8.2.3 arrange for a resolution to expel the Member complained of to be considered at the next Management Committee Meeting. 2.8.3 If a resolution to expel a member is to be considered at a Management Committee Meeting, details of the complaint must be sent to the Member complained of not less than one calendar month before the meeting with an invitation to answer the complaint and attend the meeting. 2.8.4 At the meeting the Management Committee will consider evidence in support of the complaint and such evidence as the Member complained of may wish to place before them. 2.8.5 If the Member complained of fails to attend the meeting without due cause, the meeting may proceed in their absence. 2.8.6 A person expelled from membership will cease to be a member upon the declaration by the chair of the meeting that the resolution to expel them is carried. 2.9 No person who has been expelled from membership is to be re-admitted except by a resolution carried by the votes of two-thirds of the members of the Management Committee present and voting at a Management Committee Meeting.
31 3 MEMBERS MEETINGS 3.1Every year, the Society shall hold an Annual Members Meeting, within six months of the close of the financial year. 3.2Any other Members Meetings are Special Members Meetings. 3.3The Management Committee (except where otherwise provided in the Rules) convenes Members Meetings, and decides the date, time and place of any Members Meeting and of any adjourned meeting. Annual Members Meeting 3.4 The functions of the Annual Members Meeting shall include: 3.4.1 receiving from the Management Committee the Annual Accounts for the previous financial year; a report on the Society’s performance in the previous year, and plans for the current year and the next year; 3.4.2 receiving from the Management Committee a report on the state of the membership and the Membership Strategy; 3.4.3 appointing any financial Auditors, and external Auditors of any other aspect of the performance of the Society; 3.4.4 declaring the results of elections of those who are to serve on the Management Committee. Special Members Meetings 3.5 Special meetings are to be convened by the Secretary either by order of the Management Committee, or if a written requisition signed by not less than 12 Members or 10% of all Members (whichever is less) is delivered, addressed to the Secretary, at the Society’s registered office. 3.6 Any requisition must state the purpose for which the meeting is to be convened. If the Secretary is not within the United Kingdom or is unwilling to convene a special meeting, any member of the Management Committee may convene a Members’ meeting. 3.7 A special meeting called in response to a Members’ requisition must be held within 28 days of the date on which the requisition is delivered to the registered office. The meeting is not to transact any business other than that set out in the requisition and the notice convening the meeting. Notice of Society General Meetings 3.8Notice of a Members Meeting is to be given at least 14 clear days before the date of the meeting, by notice prominently displayed at the registered office, all of the Society’s places of business, and such other places as the Management Committee decides. 3.9 The notice must state whether the meeting is an Annual Members Meeting or Special Members Meeting, give the time, date and place of the meeting, and set out the business to be dealt with at the meeting. Procedure at Members Meetings 3.10 Members Meetings are open to all Members. The Management Committee may invite particular individuals or representatives of particular organisations to attend a Members Meeting. 3.11 Before a Members Meeting can do business, a minimum number of Members (a quorum) must be present. Except where these Rules say otherwise a quorum is present if 5 Members or 10% of the Members entitled to vote at the meeting (whichever is greater) are present. 3.12 If no quorum is present within half an hour of the time fixed for the start of the meeting, the meeting shall be dissolved if it has been requisitioned by the Members. Any other meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such time and place as the Management Committee determine. If a quorum is not present within half an hour of the time fixed for the start of the adjourned meeting, the number of Members present during the meeting is to be a quorum. 3.13 The Chair, or in their absence another member of the Management Committee (to be decided by the members of the Management Committee present), shall chair a Members Meetings. If neither the Chair nor any other member of the Management Committee is present, the Members present shall elect one of their number to be chair. 3.14 The chair may, with the consent of the meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place. But no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the
32 adjournment took place. No notice of an adjourned meeting needs to be given unless the adjournment is for 21 days or more. Voting at Members Meetings 3.15 Subject to these Rules and to any Act of Parliament, a resolution put to the vote at a Members Meeting shall, except where a poll is demanded or directed, be decided upon by a show of hands. 3.16 The Management Committee may introduce arrangements for Members to vote by post, or by using electronic communications. 3.17 On a show of hands and on a poll, every Member present is to have one vote. Where postal or electronic voting arrangements have been introduced, every Member who has voted by such method shall also have one vote. In the case of an equality of votes, the chair of the meeting is to have a second or casting vote. 3.18 Unless a poll is demanded, the chair of the meeting will declare the result of any vote, which will be entered in the minute book. The minute book will be conclusive evidence of the result of the vote. 3.19 A poll may be directed by the chair of the meeting or demanded, either before or immediately after a vote by show of hands, by not less than one-tenth of the Members present at the meeting. The chair of the meeting shall decide how a poll is taken. 3.20 Unless these Rules or an Act of Parliament say otherwise, all resolutions are to be decided by a simple majority of the votes cast. 3.21 A resolution in writing signed by all the Members for the time being entitled to vote at a Members Meeting shall be valid and effective as if it had been passed at a Members Meeting duly convened and held. Such a resolution may consist of several documents in the same form each signed by one or more Members.
33 4 MANAGEMENT COMMITTEE Composition of the Management Committee 4.1 The Management Committee shall comprise not less than 4 and not more than 12 persons, who shall mainly be elected by and from the Members. Not more than one quarter of the Management Committee may comprise persons co-opted by the Management Committee. 4.2 If Members are divided into constituencies, the Management Committee shall include persons elected by and from the Members in each constituency, and the Management Committee shall strive to ensure that its composition appropriately reflects the various constituencies. 4.3 If the size of the Management Committee falls below 4, it may act for the purpose of calling a Members Meeting the business of which shall include the election of new members to the Management Committee, but not for any other purpose. Elections, appointments and removals 4.4 Elected members of the Management Committee hold office for a period commencing immediately after the Members Meeting at which their election is declared, and ending at the conclusion of the third Annual Members Meeting after that. 4.5 Co-opted members of the Management Committee serve until the next Annual Members Meeting. 4.6 A person retiring from office shall be eligible for re-election or re-appointment. 4.7 Elections shall be carried out in accordance with procedures determined by the Management Committee. 4.8 Only a Member over the statutory minimum age may be elected or appointed to serve on the Management Committee. 4.9 The Management Committee will adopt a code of conduct, and every member of the Management Committee must comply with the terms of such code of conduct. 4.10 A member of the Management Committee shall immediately vacate their office if they: 4.10.1 resign their office in writing to the Secretary; 4.10.2 cease to be a Member; 4.10.3 become bankrupt or subject to a disqualification order made under the Company Directors Disqualification Act 1986 4.10.4 are removed from office by a resolution passed by a two-thirds majority of those voting at a meeting of the Management Committee, on the grounds that in the opinion of the Management Committee, they are in serious breach of the Management Committee’s code of conduct and it is not in the interests of the Society that they should continue in office. 4.11 The Management Committee shall elect from amongst themselves a Chair, a Vice-Chair, and a Treasurer. These officers shall have such functions as the Rules or the Management Committee specify, and they shall serve until they are removed or replaced by the Management Committee, or until they resign. Meetings of the Management Committee 4.12 The Management Committee shall hold such meetings as it considers appropriate to discharge its roles and responsibilities. 4.13 Every meeting of the Management Committee shall be chaired by the Chair, or in their absence the Vice-Chair, or in their absence another member of the Management Committee chosen by those present. 4.14 Three members of the Management Committee shall comprise a quorum. 4.15 Members of the Management Committee may be counted in the quorum, participate in and vote at meetings of the Management Committee by telephone, video or other electronic means. 4.16 Unless the Rules provide otherwise, every question at meetings of the Management Committee shall be decided by a majority of votes. Each member of the Management Committee shall have one vote, and in the event of a tied vote, the chair of the meeting shall have a second or casting vote. 4.17 A resolution signed by all the members of the Management Committee has the same effect as a resolution validly passed at a meeting of the Management Committee. Each member of the Management
34 Committee may sign a separate copy of the resolution and send a signed copy to the Secretary by email or other electronic means. Disclosure of Interests 4.18 A member of the Management Committee shall declare an interest and shall not vote in respect of any matter in which they, or their spouse or partner, have a personal financial or other material interest. If they do vote, their vote shall not be counted. Remuneration 4.19 Members of the Management Committee are not entitled to any remuneration, but they may be reimbursed for reasonable expenses incurred in connection with the Society’s business. Secretary 4.20 The Management Committee appoints and may remove the Secretary, and decides the terms of the appointment and whether any remuneration is to be paid. 4.21 A person does not have to be a Member in order to be appointed Secretary, and a member of the Management Committee may be appointed Secretary. However a person employed to carry out other services may not be appointed Secretary. 4.22 The Secretary 4.22.1 has the functions set out in the Rules and any other functions which the Management Committee assigns; 4.22.2 acts as Returning Officer at and is responsible for the conduct of all elections described in the Rules; 4.22.3 has absolute discretion to decide any issue or question which the Rules require the Secretary to decide.
35 5 REPORTING Preparation of Accounts 5.1 In respect of each year of account, the Management Committee shall cause Annual Accounts to be prepared which shall include: 5.1.1 a revenue account or revenue accounts which singly or together deal with the affairs of the Society as a whole for that year and which give a true and fair view of the income and expenditure of the Society for that year; and 5.1.2 a balance sheet giving a true and fair view as at the date thereof of the state of the affairs of the Society. Auditors and Audit 5.2 At each Annual Members Meeting where, as a result of the provisions of the Deregulation (Industrial and Provident Societies) Order 1996, the Society has the power to decide not to appoint an Auditor or Auditors to audit its Annual Accounts, a resolution shall be put to the Members to decide whether or not they wish to exercise the power. 5.3 Where required by law or the decision of the Members, the Society shall appoint in each year a qualified Auditor or Auditors to be the Auditors, and the following provisions shall apply to them. 5.3.1 The accounts of the Society for that year shall be submitted to them for audit as required by the law. 5.3.2 They shall have all the rights and duties in relation to notice of, and attendance and right of audience at Members Meetings, access to books, the supply of information, reporting on accounts and otherwise, as are provided by the law. 5.3.3 Except where provided in the Rules, they are appointed by the Annual Members Meeting, and the provisions of the law shall apply to the re-appointment and removal and to any resolution removing, or appointing another person in their place. 5.3.4 Their remuneration shall be fixed by the Annual Members Meeting or in such way as it decides. 5.4 The Management Committee may fill any casual vacancy in the office of Auditor until the next following Members Meeting. Presentation of Accounts 5.5 The Management Committee shall present the Annual Accounts and reports of the business and affairs of the Society to the Annual Members Meetings. 5.6 The Management Committee shall lay Annual Accounts before the Annual Members Meeting showing respectively the income and expenditure for and the state of the affairs of the Society as at the end of the Society’s most recent financial year (or of such other period as the Management Committee may decide). Publication of Accounts and Balance Sheets 5.7 Subject to the law, the Management Committee must not cause to be published any revenue account or balance sheet unless it has previously been audited by the Auditors. Every revenue account and balance sheet published must be signed by the Secretary and by two Directors acting on behalf of the Management Committee. Copy of Balance Sheet to be Displayed 5.8 The Society must keep a copy of the last balance sheet for the time being, together with the report of the Auditors, always displayed in a conspicuous place at its registered office. Annual Return to be sent to Financial Services Authority 5.9 The Society must, within the time allowed by legislation in each year, send to the Financial Conduct Authority a general statement in the prescribed form, called the annual return, relating to its affairs during the period covered by the return, together with a copy of: 5.9.1 the Society’s financial statements for the period included in the return; and 5.9.2 the report of the Auditors thereon and the most recent annual return of the Society shall be made available to any Member by the Secretary on request in writing free of charge.
36 CHANGE 6 Alterations to Rules 6.1 No new rule shall be made, nor shall any of the Rules be amended, unless it is approved by a two-thirds majority of the votes cast at a Special Members Meeting. 6.2 Notice of such a Special Members Meeting shall specify the rules to be amended, and set out the terms of all amendments or new rules proposed. 6.3 No amendment to any of the Rules and no new rule shall be valid until registered. 6.4 The Management Committee may change the situation of the Society’s registered office. The Society will send notice of any such change to the Financial Conduct Authority. Restriction on use 6.5 Pursuant to regulations made under section 1 of the Co-operatives and Community Benefit Societies Act 2003: 6.5.1 All of the Society's assets are subject to a restriction on their use. 6.5.2 The Society must not use or deal with its assets except: 6.5.2.1 where the use or dealing is, directly or indirectly, for a purpose that is for the benefit of the community; 6.5.2.2 to pay a Member of the Society the value of their withdrawable share capital or interest on such capital; 6.5.2.3 to make a payment pursuant to section 24 (proceedings on death of nominator), 25 (provision for intestacy) or 26 (payments in respect of mentally incapable persons) of the Industrial and Provident Societies Act 1965; 6.5.2.4 to make a payment in accordance with the Rules of the Society to trustees of the property of bankrupt Members or, in Scotland, Members whose estate has been sequestrated; 6.5.2.5 where the Society is to be dissolved or wound up, to pay its creditors; or 6.5.2.6 to transfer its assets to one or more of the following: (a) a prescribed community benefit society whose assets have been made subject to a restriction on use and which will apply that restriction to any assets so transferred; (b) a community interest company; (c) a registered social landlord which has a restriction on the use of its assets which is equivalent to a restriction on use and which will apply that restriction to any assets so transferred; (d) a charity (including a community benefit society that is a charity); or (e) a body, established in Northern Ireland or a State other than the United Kingdom, that is equivalent to any of those persons. 6.5.3 Any expression used in this Rule which is defined for the purposes of regulations made under section 1 of the 2003 Act shall have the meaning given by those regulations. Transfers of Engagements 6.6 The Society may, by special resolution passed at a Special Members Meeting in accordance with the Rules and in the way required by the law, amalgamate with or transfer its engagements to any society or convert itself into a company. Nothing in this Rule shall entitle the Society to amalgamate with, transfer its engagements to or convert itself into a type of body that is not listed in Rule 7.5.2.6. 6.7 The Society may also accept a transfer of engagements and assets from any society by resolution of the Management Committee or of a Members Meeting, as the Management Committee shall decide. Dissolution 6.8 The Society may be dissolved by winding up in the way required by the law. If on the solvent dissolution or winding up of the Society there remain, after the satisfaction of all its debts and liabilities and the repayment of the paid-up share capital, any assets whatsoever, such assets shall be transferred in accordance with the provisions above headed “Restrictions on use”.
37 6.9 Subject to those provisions, such assets shall be transferred to one or more societies chosen by the Members at a Members Meeting, which may include any society established by the Plunkett Foundation for the purpose of the creation, promotion and development of community-owned enterprises.
38 7 SHARE CAPITAL 7.1 The Society has shares of £100 each, 7.2 Application for shares shall be made to the Management Committee, and is subject to any maximum permitted by law. Shares shall be paid for in full on application.
7.3 The minimum shareholding shall be two shares. The Society may from time to time make a public share offer, and any such offer may specify a minimum number of shares.
7.4 Shares are not transferable except on death or bankruptcy, and are withdrawable in accordance with the Rules as follows:
7.4.1 shares may be withdrawn by Members who have held them for a minimum period of five years or such other period as the Management Committee decides;
7.4.2 application for withdrawal shall be made on not less than three months’ notice, on a form approved by the Management Committee;
7.4.3 the Management Committee may specify a maximum total withdrawal for each financial year;
7.4.4 all withdrawals must be funded from trading surpluses or new share capital raised from Members, and are at the discretion of the Management Committee having regards to the long term interests of the Society, the need to maintain prudent reserves, and the Society’s commitment to community benefit;
7.4.5 all withdrawals shall be paid in the order in which the notices were received, up to any maximum total withdrawal specified for the financial year, following which no further withdrawals may be made;
7.4.6 except where a Member intends to terminate their membership, they shall not be permitted to withdraw shares leaving them with less than the minimum required by the Rules;
7.4.7 the Management Committee may waive the notice required for a withdrawal and may direct payment to be made without notice or on such shorter notice as it considers appropriate;
7.4.8 the Management Committee may suspend the right to withdraw either wholly or partially, and either indefinitely or for a fixed period. The suspension shall apply to all notices of withdrawal which have been received and remain unpaid at the time. Where the suspension is for a fixed period, it may be extended from time to time by the Management Committee;
7.4.9 during any period when the right of withdrawal has been suspended, the shares of a deceased Member may, if the Management Committee agrees, be withdrawn by their personal representatives on giving such notice as the Management Committee requires;
7.4.10 the Society may deduct such reasonable sum to cover administrative costs of withdrawal from the monies payable to a Member on the withdrawal of shares.
7.5 The Society may (but is under no obligation to) pay interest to holders of shares, as compensation for the use of such funds, subject to the following:
7.5.1 any payment of interest must be from trading surpluses and is at the discretion of the Management Committee having regard to the long term interest of the Society, the need to maintain prudent reserves and the Society’s commitment to community benefit;
39 7.5.2 the rate of interest to be paid in any year is to be approved by resolution of the Members at the Annual Members Meeting, and shall not exceed 2% above the base rate of the Co-operative Bank PLC from time to time;
7.5.3 the Management Committee may decide that interest shall not be paid in relation to holdings of shares below a minimal level.
7.6 On the solvent winding-up of the Society, holders of shares will have no financial entitlement beyond the payment of outstanding interest and repayment of paid up share capital.
7.7 In the event that a Member resigns from membership, is removed from the Register of Members, or is expelled in accordance with the Rules, shares held by them at the date of resignation, removal or expulsion shall thereupon become a loan, repayable to the former Member by the Society. The terms of repayment shall be those applying to the withdrawal of share capital set out in the Rules, and notice of withdrawal shall be treated as having been given at the point of resignation, removal or expulsion.
40 8 ADMINISTRATIVE Purpose, objects and powers 8.1 The Society’s Purpose is to carry on business for the benefit of the community. 8.2 The Objects of the Society are, in accordance with its Purpose: 8.2.1 to carry on the business of dealing in, producing, creating, supplying and providing, property, goods and services of all kinds; and 8.2.2 to engage, as principals or agents, in any other business, trade, industry or activity which seems to the Society directly or indirectly conducive to carrying out the above objects. 8.3 The Society has the power to do anything which appears to it to be necessary or desirable for the purposes of or in connection with its Objects. 8.4 In particular it may: 8.4.1 acquire and dispose of property; 8.4.2 enter into contracts; 8.4.3 employ staff; 8.4.4 make use of the services of volunteers; 8.4.5 receive donations or loans free of interest for its Objects. 8.5 Any power of the Society to pay remuneration and allowances to any person includes the power to make arrangements for providing, or securing the provision of pensions or gratuities (including those payable by way of compensation for loss of employment or loss or reduction of pay). 8.6 The Society shall not accept deposits. Borrowing 8.7 Subject to the approval of the Management Committee, the Society may borrow money for the purposes of or in connection with its Objects, including the issuing of loan stock, subject to a limit of £250,000 (two hundred and fifty thousand pounds). Investments 8.8 Subject to any restriction imposed by resolution of any Members Meeting, the Management Committee may invest any part of the capital and funds of the Society in any manner which the Management Committee may from time to time determine. Books of Account 8.9The Management Committee shall cause to be kept proper books of account with respect to the transactions of the Society, its assets and liabilities, and shall establish and maintain a satisfactory system of control of the books of account, the cash holdings and all receipts and remittances of the Society in accordance with the law. Treatment of Net Surplus 8.10 The profits or surpluses of the Society shall not be distributed either directly or indirectly in any way whatsoever among Members, but shall be applied: 8.10.1 to maintain prudent reserves; 8.10.2 on expenditure in carrying out the Society’s Objects. Minutes 8.11 The Management Committee shall cause proper minutes to be made of all Members Meetings, meetings of the Management Committee and of any sub-committees. All such minutes shall be open to inspection by any Member at all reasonable times.
41 Settlement of Disputes 8.12 Any dispute, between the Society or an officer of the Society on the one hand and a Member or a person who has for not more than six months ceased to be a Member on the other hand, as to the interpretation of or arising out of the Rules shall (except as otherwise provided in the Rules) be referred, in default of agreement between the parties to the dispute, to a person appointed by the President of the Chartered Institute of Arbitrators, on application by any of the parties. The person so appointed shall act as sole arbitrator in accordance with the Arbitration Act 1996 and such person’s decision shall (including any decision as to the costs of the arbitration) be final. Register of Members 8.13 The Society shall keep at its registered office a register of Members as required by the law. Any Member wishing to inspect the register (or any part of it) shall provide the Society with not less than 14 days’ prior notice given in writing to the Secretary at the Society’s registered office. Copies of Rules and Regulations 8.14 The Secretary will provide a copy of the Rules to any person who demands it, and may charge a sum (not exceeding the maximum allowed by the law) for providing such a copy. Directors’ and Officers’ Indemnity 8.15 Members of the Management Committee and the Secretary who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their functions, save where they have acted recklessly. Any costs arising in this way will be met by the Society. The Society may purchase and maintain insurance against this liability for its own benefit and for the benefit of members of the Management Committee and the Secretary. Deceased and bankrupt members 8.16 Upon a claim being made by the personal representative of a deceased Member or the trustee in bankruptcy of a bankrupt Member, any property to which the personal representative or trustee in bankruptcy has become entitled may be used as the personal representative or trustee in bankruptcy may direct. 8.17 A Member may in accordance with the law nominate any person or persons to whom any of their property in the Society at the time of their death shall be transferred, but such nomination shall only be valid to the extent for the time being provided by the law. On receiving satisfactory proof of the death of a Member who has made a nomination the Society shall, in accordance with the law, either transfer or pay the full amount of such property to the person so nominated.
42 9 START-UP PROVISIONS 9.1 The first Members of the Society shall be those who signed the application for registration. 9.2 The first Members shall appoint the first Management Committee who shall serve until the first Annual Members Meeting. 9.3 At the conclusion of the first Annual Members Meeting, all the members of the first Management Committee shall retire. 9.4 Those elected to replace them as members of the Management Committee shall take office immediately after the conclusion of the first Annual Members Meeting, and the following provisions shall apply to them. 9.4.1 One third of those so elected, who obtained the highest number of votes, shall serve until the conclusion of the fourth Annual Members Meeting. 9.4.2 One third who obtained the next highest number of votes shall serve until the conclusion of the third Annual Members Meeting. 9.4.3 The remainder of those elected shall serve until the conclusion of the second Annual Members Meeting.
43 APPENDIX 1 The Rules should be read and understood on the basis of what is set out below. 2 Words in the singular include the plural, and words in the plural include the singular. 3 Any reference to legislation includes any subsequent enactments, amendments and modifications, or any subordinate legislation. 4 The section, rule and paragraph headings are inserted for convenience only and shall not affect the interpretation of the Rules. 5 The following words and phrases have the special meaning set out below. 6 “company” a company registered with limited liability under the Companies Act 2006 or any previous Companies Act, or under any law of the country where it is situate whereby it acquires the right of trading as a body corporate with limited liability
“Financial Financial Conduct Authority, 25 The North Colonnade, Canary Wharf, London, E14 Conduct 5HS Authority”
“partner” a person living with another in the same household as a couple, irrespective of their sex or sexual orientation
“Plunkett Plunkett Foundation, The Quadrangle, Woodstock, Oxfordshire, OX20 1LH Foundation”
“society” a society registered with limited liability under the Industrial and Provident Societies Act 1965 or under any law of the country where it is situate whereby it acquires the right of trading as a body corporate with limited liability 7 8 The following words or phrases are introduced in the rule specified in each case. Words or Phrases Rule Annual Members Meeting 4.1 Annual Accounts 6.1 Appendix 1.7.1 Auditor 6.2 Chair 5.11 Management Committee 2.1 Member 2.1 Members Meeting 4 Membership Strategy 3.1.1 Objects 9.2 Purpose 1.3 Register of Members 3.2 Rules 1.1 Secretary 2.1 Society 1.1 Special Members Meeting 4.2 Treasurer 5.11 Vice-chair 5.11
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45 Appendix 5
CODE OF CONDUCT FOR MEMBERS OF THE MANAGEMENT COMMITTEE OF THE WHITE SWAN HUNMANBY COMMUNITY PUB LTD (“THE SOCIETY”)
Approved and adopted by the Management Committee on 19 March 2014
1 Purpose of this document
1.1 This document sets out the standard of personal behaviour and conduct required of Committee Members. It is the Code of Conduct referred to in the Rules of the Society. 1.2 The Management Committee approved this Code of Conduct on the date set out above. As a condition of remaining a member of the Management Committee, all Committee Members agree to comply with this Code of Conduct. 1.3 A material breach of this Code of Conduct may result in removal from the Management Committee, as provided in the Rules.
2 Qualification and eligibility to be a Committee Member
2.1 The Rules set out the criteria by which an individual is qualified and eligible to be a Committee Member. A Committee Member shall notify the Chair immediately on becoming aware that they no longer fulfil, or may no longer fulfil any of these criteria.
3 Legal duties of Committee Members
3.1 Duty to obey the law and comply with the Rules
3.1.1 In carrying out their role, Committee Members are required to obey the law, and to comply with the Rules. 3.1.2 If in any doubt about this on any particular matter, a Committee Member should in the first place seek advice from the Chair.
3.2 Duty of good faith
3.2.1 Committee Members are required at all times to be truthful and honest with each other, and with any other people with whom they have any contact as a Committee Member. 3.2.2 Committee Members are required at all times to act in the best interests of the Society. They have a responsibility to make known the views, concerns and aspirations of those whom they have been elected to represent; but any decision they make must be made in what each Committee Member honestly believes to be the best interests of the Society. 3.2.3 Committee Members owe a duty of undivided loyalty to the Society, which includes the following features. Conflict of interest 3.2.3.1 Committee Members must not allow themselves to be in a situation where any other interest which they have comes into conflict with their duty as a Committee Member. 3.2.3.2 Committee Members must disclose or declare any interest as required by the Rules. If in any doubt about
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