REAL Assurance Scheme

Bye-Laws of Renewable Energy Assurance Limited

Issue 3 adopted by the Board on 14th June 2006

Bye-Laws
Definitions
Membership criteria and admissions procedure
Membership rights and grades
Membership fees
Termination of membership
The Board of Directors
The supervisory Panel
Responsibilities of the Board, the Panel and the Executive

Membership Grades
Constituency of and appointments to the Panel
Committees of the Panel

1. Bye-Laws

The Bye-Laws are those referred to in the Articles to apply to the conduct of the Renewable Energy Assurance Scheme.
The Bye-Laws may be amended from time to time by resolution of the Board provided always that amendments affecting Members’ adherence to the Code must also have been approved by the Panel.
The latest version of the Bye-Laws shall be published on the Website.

2. Definitions

In this document, including the foregoing, these terms shall have the following meaning:

Articles	The articles of association of the Company
Administrative Bodies	Those bodies set out in paragraph 9.13

Associate Panel Member	A member of the Panel who has chosen not to vote in respect of decisions on the adoption of and changes to the Code, including all Government officials
Association	The Renewable Energy Association
Board	The directors of the Company
Bye-Laws	This document and any adopted updated versions thereof
Code	The Code of Practice of the Scheme as may be adopted and updated from time to time by approval of the Panel pursuant to the provisions hereof.
Company	Renewable Energy Assurance Limited
The Executive	Those persons retained by the Company in an executive capacity, including the Chief Executive, any employees of the Company and executives of the Association appointed to perform activities under the Scheme by agreement between the Company and the Association
Expert Group	Any sub-committee established to advise the Panel on matters of a technically or operationally specialised nature where the Panel considers that it does not have within its membership the required level of expert knowledge
Full Members	Any Member that meets the requirements set out in Annex A Part 1
Head Office	The primary operating location of the Company shown on the Website
Independent Panel Member	A member of the Panel, who does not represent an entity involved in the commercial supply or installation of equipment covered by the Code
Member	Any Organisation accepted into the membership of the Scheme under the provisions of the Bye-Laws
Membership Committee	A committee established by the Board and the Panel to consider applications for membership or reclassification of Membership Grades or, if no such committee be established, the Executive
Membership Grade	A grade of membership of the Scheme established in accordance with clause 4.1 hereof
Non-compliance Panel	A sub-committee of the Panel set up to adjudicate in cases where Members are accused of breaches of the Code
Organisation	Any body constituted to operate as an entity including, without limitation, companies, firms, partnerships, sole traders, academic institutions, charities, government and non-government agencies and not-for-profit organisations
Panel	Those persons nominated by the Company pursuant to 5 hereof to consider and approve the contents of the Code and any other aspects of the Scheme
Panel Member	A person nominated by the company to serve on the Panel to fulfil the functions set out below, and who agrees to do so whether as a full or an Associate Panel Member
Present	Applies to attendance at a meeting when present in person, through an authorised representative, or by proxy, as prescribed in the Articles
Provisional Member	Any Organisation accepted into the Membership of the Scheme under the provisions of the Bye-laws, who are not yet considered by the Membership Committee to have the experience and/or competence to be a Full Member.
Renewable Energy	The generation of electricity, heat or any other form of power from sustainable means, as defined in the Code
Scheme	the Renewable Energy Assurance Scheme as defined in the Code
Staff	All employees of a Member plus any subcontract personnel used by the Member in carrying out activities covered by the Code
Website	The presence of the Scheme on the world-wide-web at address www.realassurance.org.uk or such updated reference as may be notified to the Members from time to time

Terms defined in the Articles and the Code will, unless redefined above or the context requires otherwise, have the meaning defined therein.
In this document the male form is be used and may apply to persons of either gender.

3. Membership criteria and admissions procedure

Membership of the Scheme shall be open to all Organisations.
The Executive may produce such forms as may be considered necessary to enable prospective members to apply for membership.
The Board may specify conditions under which the Membership Committee can process and accept membership applications and the Membership Grades applicable to such new members.
Applications for membership from Organisations, which do not fall within any criteria established pursuant to clause 3.3 above, shall be considered by the Board, which may, in its absolute discretion, decide whether or not such applicants shall be admitted to membership and within which grade.
All Members shall agree, prior to or on acceptance to membership, to abide by these Bye-Laws and to adhere to the relevant provisions of the Code for so long as they remain Members, including, but not limited to the requirements to:
1. provide training to their personnel in the provisions of the Code, and
2. safeguard the interests of customers and any deposits and pre-payments.
All Members shall agree to make a written declaration regarding previous or outstanding investigations or charges against them.

4. Membership rights and grades

The Membership Grades together with the criteria applicable to each are detailed in Annex A hereof.
Each Full Member is entitled to receive notice of and to attend any General Meeting of the Company and to one vote with respect to any matter subject to a poll of the Members.
Changes to the criteria applicable to any Membership Grade are subject to approval by the Board and the Panel.
Where the Board proposes a change to the Articles or the Bye-Laws, which will affect the voting rights of existing Members, such change shall be subject to approval by means of an Ordinary Resolution of the Members.

5. Membership fees

The Board shall establish the fees applicable to each Membership Grade in accordance with the Articles.
The Board may establish whether a joining fee shall be payable by new members, and if so what joining fee shall be applicable.
The level of membership and joining fees is shown in Annex A and may be updated from time to time.
The fees for each membership period shall be payable within one month of the start of the period, or one month of the submission by the Association to the Member of the invoice for the membership fees, whichever is the later.
The Executive may agree with Members provisions for deferred or stage payments, subject to the addition of reasonable service or interest costs as may be agreed.
Membership services may be suspended from any Member while outstanding membership fees are due and unpaid.

6. Termination of membership

Any Member may terminate its membership of the Scheme by serving three months notice in writing to the Company at its Head Office.
Upon serving notice, all outstanding amounts due to the Company become immediately payable in full.
The Company may serve notice for the termination of the membership of any Member in the event of:
1. Failure by the Member to adhere to the Bye-Laws or the Code, where such failure has been notified to the Member by the Company, and not rectified by the Member in accordance with the requirements of the Code
2. Conduct by the Member considered by the Board and the Panel to be grossly prejudicial to the interests of the Scheme.
3. The appointment of a receiver or liquidator by, or a resolution for winding up, or an arrangement with creditors, or the insolvency of either the Member or the Company.
4. A change to the structure or ownership of the Member affecting who can exercise legal or effective management control over the Member
Where notice is served pursuant to clauses 6.3a) or 6.3b) above, the Member may appeal against the decision in accordance with the provisions of the Code. If any such appeal is successful then the notice served by the Company shall become void. If appeals are not pursued, or they are rejected, then the notice shall take immediate effect, in which case any outstanding fees due from the Member become immediately payable.
Upon termination for whatever cause the ex-member shall immediately remove all references to and logos of the Scheme, the Code or the Company from all its literature and promotional materials and shall cease to represent itself as a Member or as being in any way connected with, or part of the Scheme.

7. The Board of Directors

The Board will govern the Company in accordance with the Articles.
The Board shall comprise not more than six and not less than three directors, appointed as follows:
1. The Association may nominate three directors to the Board.
2. The Panel may nominate no more than one director to the Board.
3. The Members may elect no more than two directors to the Board. At the time of each Annual General Meeting, any director elected by the members who has served for more than thirty-three months since being so elected shall retire by rotation. All such directors shall be eligible for re-election if they so choose.
The Company anticipates that directors will serve in good faith in accordance with the Bye-Laws. The Company will not hold any director individually liable in respect of their services for the Company.

8. The Supervisory Panel

The Board shall appoint a Panel to oversee the adoption, maintenance and updating of the Scheme and the other responsibilities defined for it under the Code.
The Panel shall comprise not more than twenty-five and not less than twelve members.
The members of the Panel may be selected because of the expertise they bring as an employee or executive of another organisation, but each serves in a personal capacity and not as a representative of their employer, organisation or any other group. In this capacity Panel Members shall give primary regard to the best interests of the Scheme and the Code.
A numerical majority of the Panel shall be Independent Panel Members and the Panel shall be chaired by an Independent Panel Member.
The indicative constituency of the Panel and the way in which new appointments are made are described in Annex B.
Any Panel Member may opt to serve as an Associate Panel Member, where they consider it would be inappropriate to be a voting member for example owing to other positions held. Government officials will be ex officio Associate Panel Members.
Panel Members shall generally be appointed for a period of three years, whereafter they are eligible for reappointment for further period subject to the provisions of Annex B.
Panel Members will be required to declare in writing that, in serving on the Panel, they are representing the greater good of the sustainable energy industry rather than any individual sector of it.
The Company anticipates that Panel Members will serve in good faith in accordance with the Bye-Laws. The Company will not hold any Panel Member individually liable in respect of their services for the Company.

9. Responsibilities of the Board, the Panel and the Executive

Subject to the provisions of the Articles and the Memorandum of Association, the Board shall be responsible for:
1. The establishment of the primary objectives and policies of the Company
2. Ensuring that the Company has the necessary resources to meet its responsibilities as administrator of the Scheme
3. The adoption of the annual budgets and the setting of membership fees
4. The appointment of the Chief Executive and the setting of his remuneration
5. Approval of all expenditure beyond that adopted in the annual budget
The Board shall meet no less than twice per annum to consider the responsibilities detailed in 9.1 above, the performance of the Scheme and the activities of the Panel in respect of its role thereunder, and such other business as they consider fit.
The Panel shall meet no less than twice per annum to consider the matters detailed in 8.1 above, including any prospective changes to the Code or other aspects of the Scheme, and to review any reports presented to it under clause 9.11 below. Reasonable advance notice of meetings shall be served on all Panel members.
Where a Panel Member is unable to attend a meeting, he may nominate an alternate to attend on his behalf providing that such alternate is not unacceptable to the Panel Members in attendance at the meeting and that the alternate is made aware of and abides by the principles of service of Panel Members as indicated in 8 above.
The Panel must approve any revisions to the Code, before updated versions can be published for adherence.
The Panel may make decisions on the adoption of documents and any other matters requiring its approval by consensus or a simple majority of those Present and voting at a properly constituted meeting.
The Panel will establish a Non-compliance sub-committee to adjudicate in cases of apparent breaches of the Code by Members. The Panel may establish any further sub-committees it considers appropriate. Such sub-committees will meet how and when they consider necessary.
The Panel may establish such Expert Groups as it considers necessary to advise it in carrying out its responsibilities hereunder.
The Company shall set out in the Code the limits of its liabilities under the Code.
The Board delegates to the Chief Executive those matters not reserved under clauses 8.1 and 9.1 above and the authority to manage the activities of the Executive in carrying out the business of the Company.
The Executive shall prepare at least annually a report on the performance of the Scheme and the adherence of Members to the Code in such form as the Panel may reasonably require and shall submit this report to the Panel for approval whereafter it shall be published as directed.
The Executive shall further report regularly to the Board and the Panel as each may reasonably require.
The Scheme is administered by a number of different bodies including:
1. the Company (including the Executive and the Board);
2. the Panel (including Panel Members);
3. the Membership Committee;
4. an Expert Group (as may be established from time to time); and
5. any other body that might be created for the purposes of administering and/or implementing the Scheme.
While the Administrative Bodies (as set in clause 9.13 above) shall at all times endeavour to administer and implement the Scheme in a fair and equitable manner, their obligations shall be limited to those duties set out in these Bye-Laws. Except as expressly set out in these Bye-Laws, the Administrative Bodies shall have no other obligation, duty or liability whatsoever in contract, tort or otherwise. The Administrative Bodies shall not be liable to Members (whether a Provisional Member or a Full Member) in contract, tort or otherwise for any direct loss or loss of revenue, business, contracts, anticipated savings, profits or any other indirect or consequential loss however arising.
In applying to become a Member, organisations acknowledge that clause 9.14 is reasonable due to the nature and organisation of the Scheme.

A. Membership Grades

There are two Membership Grades, as follows:

A.1. Full members

Those members

who have agreed to adhere to the Code, and
are considered to have the experience and competence to do so, and
whose conduct has not led to their being reclassified as Provisional member

Full Members may represent their membership of the Scheme using the REALity Check.

A.2. Provisional members

Those members

who have agreed to adhere to the Code, and
are not yet considered to have the experience and competence to do so, or
whose conduct has led to their being reclassified from Full Member

Provisional members may represent their membership of the Scheme using the Provisional REALity Check. Any Provisional member is entitled, no more frequently than every six months, to apply for re-classification as a Full Member. In this case the Membership Committee will consider the application in the light of the Member’s conduct and any guidelines established by the Panel, and will notify the Member of the outcome and, if agreed, the effective date when the change of grade will apply.

Membership Fees

The following fees (exclusive of VAT which is chargeable additionally) apply to either Membership Grade from 1st July 2006 until any new fee structure is established in accordance with 5.3 above:

	Annual membership
Basic fee for Members with up to 6 Staff	£120
Fee for Members with over 6 and up to 50 Staff	£360
Fee for Members with over 50 and up to 250 Staff	£1200
Fee for Members with over 250 and up to 2,500 Staff	£2400
Fee for Members with over 2,500 Staff	£6000

The Board will review the fee structure in the light of the costs incurred and the Articles of the Company (including the ‘not-for-profit’ provisions) and may in the future additionally apply joining fees, not to be incurred retrospectively.

B. Constituency of and appointments to the Panel

The Panel shall be constituted so as to meet the requirements of 8.4 above.

The membership of the Panel and of sub-committees, such as the Non-compliance Panel, shall be published on the Website. The Company shall also maintain a list showing which of them are the Associate Panel Members and which belong to each of the classifications below.

The Association may appoint two Panel Members, who would generally not qualify as Independent Panel Members . The following guideline, may be used for selecting the other participants though this may be varied at the discretion of the Panel:

B.1. Representatives of the industry

Indicatively there may be 5 to 7 individuals from Organisations or trade associations involved in the supply of renewable energy systems to consumers and non-technical customers. These members would generally not qualify as Independent Panel Members

B.2. Consumer representatives

Indicatively there may be 2 to 4 individuals from Organisations involved in consumer protection, health and safety or regulatory activities, mostly in energy and related sectors. These members would generally qualify as Independent Panel Members

B.3. National and regional representatives

Indicatively there may be 3 to 5 individuals from Government departments, devolved administrations and regional agencies with in an interest in the supply of sustainable energy systems to consumers. These members would generally qualify as Independent Panel Members

B.4. Environmental protection representatives

Indicatively there may be 2 to 4 individuals from Organisations involved in environmental protection or regulatory activities, preferably in energy-related sectors. These members would generally qualify as Independent Panel Members

B.5. Representatives of related industry sectors

Indicatively there may be 1 to 3 individuals from Organisations or trade associations involved in energy supply and delivery, but not primarily in renewable energy products. These members would generally qualify as Independent Panel Members1

The Board has initially selected a Panel meeting these requirements. Where members retire from the Panel either under to 8.7 above or otherwise, or the Panel considers a new appointment is needed, the following procedure shall be adopted.

The Panel shall select at least two nominees for each vacant position, in the case of a retiring member preferably from the applicable classification above.
These nominees shall be referred to the Board who shall consider whether a replacement is required, and if so select one of the nominees or ask the Panel for further nominations.

C. Committees of the Panel

The full Panel has initially been appointed as the Membership Committee and may provide guidelines to the Executive on the criteria for automatic acceptance of certain applicants with further reference.

The full Panel has initially been appointed as the Non-compliance Panel.

No further Expert Groups have yet been established by the Panel.

Renewable Energy Assurance Limited

The Scheme

For Consumers

For Members

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