Marinet Rules
1: Name: The name is Marinet Limited (Marinet), also trading as: Marinet, the Marine Network.
2: Nature: Marinet is a private limited company run on a not-for-profit basis, registered with Articles of Association under the Companies Act 2006.
3: Purpose: The purpose of Marinet is to seek protection for both the world’s oceans and the marine and coastal environment of the United Kingdom of Great Britain and Northern Ireland, and to assist its Members in this purpose.
4: Membership: Any person, group or organisation is eligible to seek Membership of Marinet. It is the Members, collectively, who control the company. Being a company limited by guarantee, Marinet has no shares and therefore nobody “owns” Marinet.
a: Any person, group or organisation may seek Membership of Marinet, subject to the provisions of Rule 6 (a) and 6 (b) which specify the Rules of Membership, upon their contribution of a single payment of £1 to the assets of Marinet. This is a payment made at the time of the commencement of Membership, and is not repeated thereafter.
b: The financial liability of each Member of Marinet is limited to the amount that each Member makes at the commencement of Membership, namely £1. This is the meaning of the statement that “a Member’s liability is limited”. This limited liability protects a Member against the debts of Marinet should it become insolvent or be wound up. The liability of each Member is thus limited to £1.
c: A Member may make a donation of any amount to Marinet whenever the Member may wish to. Such a donation is entirely unrelated to the contribution of £1 made when a person or organisation registers as a Member of Marinet. A donation in no way affects a Member’s limited liability status. Whatever the size of the donation, liability remains at £1.
d: A Member may remain a Member for whatever period of time the Member chooses, and there is no requirement to renew Membership. A Member may relinquish Membership whenever the Member chooses upon notification to the Company Secretary or an Elected Director, and their initial Membership payment of £1 will be repaid.
5: Governance: Marinet will be governed by a Board of Directors drawn from the Membership by means of election biannually.
a: Normally there will be at least four elected Directors. There may be more, but no less than two. They will be known as the Elected Directors (the elected Steering Group) and they will be responsible for the day to day management of Marinet. They will divide the responsibilities for the governance of Marinet into roles as officers, which will normally include a chair, a treasurer, a company secretary and a co-ordinator. The occupants of these officer roles may be determined either by the Members at the annual election or by the elected Directors themselves following election; additional officer roles may also be established.
b: The Elected Directors may invite any Member to join the Steering Group on an advisory basis. Members attending and participating in the work of the Steering Group on this basis will not be responsible for the day to day management and will accordingly have no voting powers in the determination of the decisions of the Steering Group, but are entitled to be consulted. The Steering Group will meet with such frequency as the Elected Directors consider necessary for the good governance of the company. These meetings may be physical or virtual (e.g. electronically conducted). The quorum for a Steering Group meeting will be two Elected Directors.
c: Following the incorporation of Marinet, there will be a biannual meeting of the Members of the company (A General Meeting) in order to consider the affairs of Marinet and to elect Directors who are elected to the Board for a two year period. A Director may hold elected office for an indefinite period, provided this is validated biannually by the Members.
d: A General Meeting of Members may be actual (occur at a physical place) or may be virtual (occur via electronic media). Notice of a General Meeting shall be given to Members by the elected Directors no less than 60 days in advance of the General Meeting.
e: Members seeking election as Directors shall notify the existing Directors of their intention no less than 45 days in advance of the General Meeting.
f: The existing Directors will inform the Members of the agenda of the General Meeting and of those Members seeking election at the General Meeting no less than 30 days in advance of the General Meeting.
g: Every Member will have one vote in a ballot at the General Meeting in support or opposition to the election of a Director at the General Meeting.
h: The Directors and Members may also submit a policy proposal for Marinet for consideration at the General Meeting by Members. Submission of such a proposal must follow the procedure specified in 5 (e), (f) and (g) i.e. be submitted to the existing Directors within 45 days of the General Meeting, be circulated to Members within 30 days of the General Meeting, and be subject to a Yes/No ballot at the General Meeting. A vote on a policy proposal at the General Meeting is advisory, and not binding on the Elected Directors who will retain discretion as to the nature of such a policy proposal and its manner of implementation.
i: In those years when a General Meeting is not held (i.e. every other year) the Elected Directors will send a written Report to all Members on the activities of Marinet during the previous year, along with a copy of the most recently registered accounts of Marinet.
6: Rules Governing Membership: Members will need to comply with the following rules.
a: Members of Marinet at the time of its dissolution from Friends of the Earth will be automatically entitled to seek Membership of Marinet. Thereafter, any person, group or organisation may seek Membership, but such an application must be made to an Elected Director for his/her approval and must be seconded by a second Elected Director before the application to be a Member of Marinet is accepted.
b: The Elected Directors may decline to accept any application for Membership and need not give reasons for doing so. In addition, the Elected Directors may prescribe criteria for Membership of Marinet but shall not be obliged to accept persons fulfilling those criteria as Members. The reason for Rule 6(b) is so that the Elected Directors are able to protect the best interests of both Marinet and existing Members if they believe a new application for Membership may prove to be contrary to those best interests.
c: As specified in Rule 4(a) a Member must contribute £1 to the assets of Marinet upon becoming a Member of Marinet, and as specified in Rule 4(b) and this initial contribution shall determine the limit of the Member’s liability to £1 thereafter.
d: If the Elected Directors require, all elected Members may be required to pay an annual subscription. However the presumption at the date of incorporation of Marinet is that the Elected Directors will not make this requirement unless special circumstances prevail. From time to time, all Members will be invited to make a donation to Marinet according to their means. These donations will be used to further the work of Marinet and to pay its administrative costs, and for no purpose other that that specified in Rule 3. These donations will in no way affect a Member’s limited liability.
e: As set out in Rule 4(d) Members may, upon their own wish, cease to be a Member at any time.
f: Members may transfer their Membership to another person, group or organisation but only providing the new person, group or organisation (the new Member) meets the requirements of Rule 6(a) and 6(b).
g: The Elected Directors may terminate the membership of any Member without the Member’s consent by giving written notice if, in the reasonable opinion of the Elected Directors, the Member is guilty of conduct which has or is likely to have a serious adverse effect on Marinet or to bring Marinet or any or all of the Members and Directors into disrepute; or, has acted or has threatened to act in a manner that is contrary to the interests of Marinet as a whole; or, has failed to observe the terms of the Articles of Association and the Rules of Marinet. The notice of termination given to the Member must give the Member the opportunity to be heard in writing or in person as to why their Membership should not be terminated. The Elected Directors must consider any representation made by the Member and inform the Member of their decision following such consideration. There shall be no right to appeal from a decision of the Elected Directors to terminate the Membership of a Member. Following such termination, the Member will be removed from the Register of Members by the Company Secretary. A Member whose Membership is terminated under this Article and Rule will not be entitled to a repayment of any subscription or Membership fee and will remain liable to pay to Marinet any subscription or other sum owed by the Member to Marinet. This Rule exists so that the Elected Directors have the power to protect the best interests of Members and Marinet.
h: Members may not use the name of Marinet in any public context or situation without first obtaining the consent of the co-ordinator (Elected Director). All media contact (i.e. publicity, contact with the press and journalists) will be initiated by the co-ordinator, and no media contact may be undertaken without the co-ordinator’s consent.
7: Rules Governing Directors: The Directors will constitute the Board of Marinet (Steering Group).
a: Directors will be elected biannually by the Members at a General Meeting.
b: The presumption at the date of incorporation of Marinet is that all Directors, and indeed Members, will give of their time to Marinet on a voluntary basis, although they will be entitled to the repayment by Marinet of out-of-pocket expenses incurred whilst working on Marinet affairs. However, this presumption is not absolute and may be altered in the future in order to accommodate special circumstances and the evolution of Marinet. If any Member or Director is paid by Marinet for work undertaken, the expectation of this should either be notified to Members at a forthcoming General Meeting or Annual Report; or, in the event of a payment having been made, be notified to the Members at the next General Meeting or Annual Report.
c: The Directors will be responsible for the preparation of annual accounts of Marinet and for their annual registration under the terms of the Companies Act 2006.
d: The Directors will be responsible for keeping a record (“minutes”) of Steering Group meetings.
8: Rules Governing a General Meeting.
a: A General Meeting may be either physical or virtual and will be quorate when one-fifth of the Members recorded with the Company Secretary have registered their involvement in connection with the meeting.
b: The Elected Directors are responsible for the organisation of the General Meeting.
c: Each Member will have one vote on matters requiring a vote at the General Meeting. In the event of a physical meeting, a Member may have a proxy vote provided that vote is delivered to the Elected Directors at least 48 hours before the General Meeting in accordance with any instructions contained in the notice of the General Meeting.
d: The Elected Directors may call an additional General Meeting at any time (i.e. in addition to the biannual General Meeting) if they believe there is good reason to do so. The procedure for an additional General Meeting shall be the same as those specified under Rule 5 and Rule 8(c).
9: Winding Up of “the Company”. Rules for the dissolution of Marinet.
a: Members have the power to dissolve (wind-up) Marinet.
b: On the winding-up of Marinet, any assets or property that remains available to be distributed or paid to the Members shall not be paid or distributed to the Members but will be transferred to another body (charitable or otherwise) with objects similar to those of Marinet; and, this shall be a body which will prohibit the distribution of Marinet’s assets and property to the receiving body’s own Members. This “other body” to be determined by the Members at the time of winding-up.
10: Articles of Association of Marinet. Marinet is governed by Articles of Association in accordance with the Companies Act 2006, and drawn up at the time of the company’s incorporation. These Rules are in accordance with the Articles of Association. A copy of the Articles of Association is held by the Company Secretary (elected Director). The Rules are subordinate to the Articles of Association, should ever such determination need to be established.
The Articles of Association permit Marinet to:
a: Buy, lease or otherwise acquire property.
b: Borrow or raise money.
c: Invest the assets of the company.
d: Lobby, advertise, publish, educate, research in all matters of law, regulation, economics, accounting, governance, politics and/or other issues; and, to hold meetings, events and other procedures, and to co-operate or assist any other body or organisation in such way as, in the opinion of the Directors, affect or advance the purpose of Marinet.
e: Pay all or any of the expenses incurred in connection with the promotion, formation and incorporation of Marinet.
f: Enter into contracts to provide services to or on behalf of other bodies.
g: Open and operate bank accounts.
h: Do all such other lawful things that are incidental or conducive to the achievement of the object of Marinet set out in Rule 3.
