1. Introduction

1. These Bye-Laws constitute a legally binding agreement between a Member and REAL whereby the Member agrees to be bound by the obligations set out in the Code and the Bye-Laws.  Any breach of these Bye-Laws may be enforced by REAL using the remedies available to it under these Bye-Laws and at Law.  Breaches of the Code may be enforced in accordance with Clause 5 below.
2. The Board may resolve to amend the Bye-Laws from time to time providing that the Supervisory Panel first approves any amendments affecting Members’ adherence to the Code.
3. The latest version of the Bye-Laws will be published on the Scheme Website.
4. These Bye-laws relate only to the REAL Assurance Scheme and not to any other scheme or code administered by REAL.

2. Definitions

1. In this document the terms will be defined as set out below:
   
   

   Articles	The Articles of Association of REAL.
   Administrative Bodies	REAL, the Board, the Supervisory Panel, sub-panels, an Expert Group and any other body that might be created for the purposes of implementing the Scheme.
   Appeals Panel	Has the meaning given to that term in Clause 8.7.
   Applicant	A person who has applied to become a Member in accordance with Clause 3.1 below.
   Applications Panel	A sub-panel comprising Supervisory Panel Members and/or Non-Compliance Panel Members or other individuals independent of REAL appointed by the Executive for the purpose of considering applications referred to it by REAL.
   Association	Renewable Energy Association being the company incorporated in England and Wales with the registered company number 4241430.
   Bye-Laws	This document and any adopted updated versions of it.
   Code	The REAL Assurance Scheme Consumer Code as may be adopted and updated from time to time by approval of the Supervisory Panel.
   Compliance Check	The document headed 'Compliance Check' setting out the confirmations that are required from an Applicant or a Member as appropriate.
   Conditions	Has the meaning given to that term in Clause 5.21.
   Consumer	A purchaser or lessor of an Energy Generator acting in a domestic capacity.
   Day	A calendar day.
   Due Date	The date 90 Days from the date an invoice is issued by REAL, or such other date as REAL will determine.
   Energy Generator	A small scale renewable or low carbon heat or power generator for use in a domestic premises.
   Expert Group	Any sub-committee established to advise the Supervisory Panel on matters of a technically or operationally specialised nature where the Supervisory Panel considers that it does not have within its membership the required level of expert knowledge.
   Independent Supervisory Panel Member	A member of the Supervisory Panel, who does not represent an entity involved in the commercial supply or installation of equipment covered by the Code.
   Logo	The listed mark of the Scheme, set out in Annex A.
   Member	Any person REAL accepts into the Scheme following a successful application for membership. For the avoidance of doubt, a Member of the Scheme will not be a member or shareholder of REAL by virtue of being accepted into the Scheme.
   Membership Fee	The fee payable by Members to REAL in respect of membership of the Scheme and published on the Scheme Website.
   Non-Compliance Panel	A sub-panel comprising Supervisory Panel Members or others appointed to investigate a Members suspected breach of the Code and apply the procedures set out in Clauses 0 and 0 below.
   Notice of Breach	Has the meaning given to that term in Clause 5.10.
   Probation Period	Has the meaning given to that term in Clause 5.21.
   Supervisory Panel Member	A person REAL appoints as a member of the Supervisory Panel, pursuant to Article 22 of the Articles.
   Supervisory Panel Observer	An observer at the Supervisory Panel who does not have the right to vote in respect of decisions on the adoption of and changes to the Code, including all government officials.
   REAL	Renewable Energy Assurance Limited being the company incorporated in England and Wales with the company number 5720606.
   Renewable Energy	Heat or power generated from renewable sources as defined in the Code for use in a domestic premises.
   Scheme	The REAL Assurance Scheme relating to the marketing, sale, lease, contracting, supply, installation, operation, after-sales service and maintenance of Energy Generators in domestic premises.
   Scheme Website	The internet site www.realassurance.org.uk or such updated reference as may be notified to the Members from time to time.

2. Terms defined in the Articles and the Code will, unless redefined above or the context requires otherwise, have the meaning defined therein.
3. References to the singular include the plural and to the plural include the singular and references to one gender will include all other genders.
4. Words referring to persons will include body corporates.

3. Becoming a Member

1. A person wishing to apply for membership of the Scheme may do so by submitting a completed application form to REAL.
2. An Applicant will also be required to complete a Compliance Check to demonstrate its compliance with the latest version of the Code. REAL will spot check some completed Compliance Checks. The Applicant will be required to submit the documentation to show compliance. REAL may refuse membership until it is entirely satisfied that the Applicant is compliant.  If REAL considers it necessary to further check whether the Applicant is compliant, REAL may carry out an audit of the Applicant in addition to the Compliance Check.  The Applicant shall give REAL access to the Applicant’s premises during business hours on reasonable notice for the purposes of such audit.  The Applicant shall also provide any documents reasonably requested by REAL for the purposes of the audit.  The Applicant shall pay all fees and costs reasonably incurred by REAL in relation to the audit.  
3. REAL will then consider the application and, providing all the requirements have been met to its entire satisfaction, will process the application.
4. If an Applicant is unable to make the declarations contained within the application form, or where REAL considers that further consideration is required, REAL will investigate the circumstances surrounding the application before deciding whether to exercise its discretion not to grant membership of the Scheme to the Applicant. REAL may exercise its discretion to refer an application to the Applications Panel for a decision.
5. If it later becomes apparent that any of the declarations made by a Member in its application have not been made in good faith, this will automatically trigger disciplinary action (as set out in these Bye-Laws) which may include termination of membership. 
6. The reasons REAL or the Applications Panel may decide not to approve an application include:
   1. the Applicant is not MCS Certified or in the process of becoming MCS Certified at the date the application is made and has not provided REAL with an explanation as to why not which REAL in its discretion is able to accept as adequate;  
   2. if at that date the Applicant owes an outstanding debt to REAL for a previous period of membership;
   3. where the directors of the Applicant or individuals associated with the Applicant have previously been disqualified from acting as a company director or required to give undertakings under the Enterprise Act with reference to the Applicant or another business, whether or not in a related sector;
   4. where the directors of the Applicant or individuals closely associated with them or it have a history of involvement with entities that have been the subject of the appointment of a receiver, liquidator, administrator, resolution for winding up, an arrangement with creditors or have become insolvent; 
   5. where there are Court Judgments against the Applicant and/or one or more directors of the Applicant and/or individuals associated with the Applicant;
   6. where consumers have been adversely affected in the past by an Applicant or individuals or other entities associated with an Applicant;
   7. where false or misleading declarations or statements are found to have been given on the application form or in correspondence with REAL;
   8. where REAL considers there is reasonable evidence to suggest that admission of the Applicant would be likely to bring the Scheme into disrepute;
   9. where there is evidence that an Applicant is not compliant with key elements of the Code.
7. If an application is referred to the Applications Panel in accordance with clause 3.4, the Applications Panel shall prepare a written notice of its decision. The Applications Panel may, where it considers appropriate, issue certain conditions or undertakings which must be met or given by an Applicant to ensure it meets all the requirements for admission to the Scheme.  If an application is successful, the Applicant will become a Member from the date that REAL receives the Membership Fee. REAL will notify the Applicant of its membership of the Scheme and of its obligations under the Scheme, as set out in these Bye-Laws and the Code, and list the Applicant on its website.

4. Obligations of Members

1. In addition to the obligations set out in this Clause 0 and these Bye-laws generally, Members will comply with the obligations set out in the latest version of the Code.
2. Membership Fees
   1. REAL may, at its discretion, adjust the Membership Fee each year in accordance with these Bye-Laws.
   2. Members will pay the Membership Fee by the Due Date. The Membership Fee will not be refundable should a Member decide to withdraw from the Scheme during the calendar year for which the Membership Fee has already been paid.
   3. In exceptional circumstances, and at its discretion, the Executive may agree with a Member to allow staged payments of the Membership Fee, subject to the addition of reasonable service or interest costs as may be agreed.
3. Membership Certificate
   1. Members must possess a current valid membership certificate to show Consumers. A membership certificate will be valid only when signed by REAL and by the Authorised senior representative of the Member who has been designated as the “REAL primary contact”.
   2. Members will inform REAL promptly, and in any case within 28 Days of a change, when there are any changes to their contact details or other details as set out in their membership certificate.
4. Use of Logo
   1. Members will use the Logo only in accordance with the most recently published guidelines, issued by REAL from time to time. If Members are entitled to use other logos, they must also follow the conditions of use of such logos, so long as there is no conflict with the conditions set out in these Bye-Laws.
5. Consumer Protection
   1. Members will take all reasonable steps to promote the benefits of the Code to Consumers.
   2. Members will not make any statements, whether verbal or in writing, in print or on the internet, designed to bring, or which may have the effect of bringing, the Scheme into disrepute.
   3. REAL will notify Members by email of modifications made to the Code.
   4. Members will comply with the latest version of the Code, available on the Scheme Website. Members will inform all employees, agents, subcontractors and any other individuals who act on their behalf of the requirements of the Code and the responsibilities placed upon these persons by the Code.
   5. Members will ensure that all employees, agents, subcontractors and any other individuals who act on their behalf have been effectively trained in how to interpret the Code and that they comply with it.
   6. If Members purchase, or otherwise obtain, sales leads or contracts from third party organisations, individuals or websites, Members are responsible for ensuring that the organisations, individuals or those running the websites have been trained in, and have complied with, all the relevant conditions of the Code. If the third party organisations, individuals or websites do not comply with the relevant requirements of the Code, the Member will be responsible and the matter will be dealt with as described in Clause 0.
   7. Members will include full compliance with the Code as an explicit condition of any agreement between the Member and an agent, employee, sub-contractor or third party relating to any of the marketing, sale, lease, contracting, supply, installation, operation, after sales service and maintenance of Energy Generators. Members will be liable for the actions of any such agent, employee, sub-contractor or third party that breach the Code.
   8. Members will at all times maintain appropriate insurance to cover potential liability to Consumers or third parties which may be caused by any of their activities in supplying Energy Generators to Consumers. The insurance must be adequate to cover any liabilities which might reasonably be expected to arise from their activities but must not be less than one million pounds for each incident.
   9. Members must follow appropriate business practices and procedures to make sure they can meet their responsibilities to Consumers. This includes making sure they have sufficient financial resources and staff to carry out any contracts for buying or leasing Energy Generators agreed with Consumers.
   10. A Member will only offer credit or hire purchase to Consumers if the Member holds a valid and up-to-date consumer credit licence with the appropriate categories and if the Member conforms to all relevant Acts and Regulations that relate to the provision of credit. If a Member recommends specific credit arrangements to Consumers, it is the Member’s responsibility to ascertain whether they require a credit licence to do so.
   11. Wherever possible, Members will include reference to this Code in advertising materials to tell Consumers about what the Scheme offers. Members will only promote their services by direct mail or telephone if they have first checked the names against the mailing preference service or telephone preference service databases for any exclusions. Where Members use lists of names for promotional purposes they must ensure that these will be kept in line with data protection laws.
   12. Any comparisons with other products or companies that Members make in their advertising materials must not be deceptive, and must be in line with the comparative advertising rules in the Consumer Protection from Unfair Trading Regulations 2008.

5. Procedure where a Member is suspected of not following the Code

1. If REAL has reasonable grounds to suspect that a Member has committed a breach of the Code, the procedures set out in this clause will apply. For the avoidance of doubt, the procedures set out in this clause do not apply to breaches of the Bye-Laws that are not also breaches of the Code.
2. No act or omission of REAL will constitute a waiver of the Non-Compliance Panel's rights to investigate any alleged breach of the Code and activate the disciplinary procedures set out in this clause.
3. Evidence of breach
   The Executive may receive information regarding an alleged or suspected breach from any source including but not limited to:
   1. complaints and feedback from consumers;
   2. an analysis of conciliation and arbitration outcomes;
   3. the results of audit compliance monitoring;
   4. the results of consumer satisfaction surveys;
   5. the results of mystery shopping;
   6. Consumer Direct, Trading Standards Departments, the Office of Fair Trading, the Advertising Standards Authority, the County Courts;
   7. media reports; and/or
   8. information received from other Members of the Scheme.
4. The Executive shall register all complaints giving reasonable grounds of an alleged or suspected breach as soon as practicable following receipt by the Executive.
5. As soon as practicable following registration, the Executive will notify the Member in writing of the information received. The Executive will:
   1. set out:
      1. a summary of the information received;
      2. details of how the information has been received including its source unless the source has requested that its confidentiality be preserved; and
      3. an explanation as to how the information received suggests that the Code has been breached including the section of the Code that REAL suspects may have been breached.
   2. where, in its discretion it considers it to be appropriate, include a copy of the information received in the material supplied to the Member. Members accept that they have no right to such documentation and that the supply of such documentation is in the discretion of the Executive. The Executive may redact any confidential or personal information contained in such material, in its discretion.
   3. invite comments from the Member within a defined timeframe to be set by the Executive in its sole discretion.
6. On receipt of comments from the Member, or on the expiry of the timeframe for the receipt of those comments, whichever is the sooner, the Executive shall in its sole discretion decide whether it requires the matter to be considered by the Non-Compliance Panel. The matter will be referred to the Non-Compliance Panel if the Executive is not satisfied by the response it has received and continues to have reasonable grounds to suspect that there has been a material, serious, severe or persistent breach of the Code.
7. Members acknowledge that resolution of a particular complaint is not of itself sufficient to prevent the matter being referred to and disciplinary action being taken by the Non-Compliance Panel. Information as to an alleged or suspected breach may indicate systemic behaviour requiring disciplinary action.
8. Provision of evidence to Non-Compliance Panel
   If the Executive decides that the matter is to be submitted to the Non-Compliance Panel then the Executive shall use its best endeavours to submit information received by the Executive together with the comments received from the Member (if any) to the Non-Compliance Panel as soon as practicable and where possible within 28 Days from registration by the Executive.
9. The Non-Compliance Panel will not receive any information that has not also been provided to the Member.
10. A disciplinary hearing shall be called by the Non-Compliance Panel in respect of any conduct that is alleged or suspected to give rise to a breach which in the view of the Non-Compliance Panel is persistent or appears sufficiently serious to potentially constitute a serious or severe breach. It shall be open to the Non-Compliance Panel to call a disciplinary hearing where conduct appears less serious should it consider it appropriate to do so. Where the Non-Compliance Panel takes the view that a breach is not considered so serious or severe that a disciplinary hearing is required, the Non-Compliance Panel may send the Member a notice of breach (Notice of Breach). If a Member is sent more than one Notice of Breach [within three years of the date of the first Notice of Breach it receives,] then, the Non-Compliance Panel shall be entitled to call a disciplinary hearing in relation to such matter and such breaches may amount to being a persistent breach.
11. Save in urgent cases, any disciplinary hearing shall be called on no less than 21 Days' notice in writing to the Member at which the conduct of the Member that has given rise to the alleged or suspected breach shall be considered. The Executive shall inform the Member of the provision of the Code that it has reasonable grounds to consider has been breached and the acts or omissions that give rise to that consideration.
12. The Member shall be invited to attend the hearing and to make oral submissions relating to the subject matter of the hearing. The Member is under no requirement to make oral submissions at the hearing and it will not be held against the Member if it does not do so. In appropriate cases the Non-Compliance Panel can in its discretion permit witnesses to give evidence at the hearing.
13. It shall be open to the Executive to make oral submissions at the hearing should it choose to do so.
14. The Member may submit any additional documentation in support of its case 14 Days prior to the hearing. The Executive may respond to this material no later than 7 Days prior to the hearing.
15. Prior to the hearing, Members and the Executive can apply to the Chair of the Non-Compliance Panel in writing for a variation of the applicable procedures, such as the time limits. Such applications shall be granted when in the discretion of the Chair it is necessary in the interests of justice.
16. An accurate minute of the hearing shall be taken by the Executive. The Member and the Executive hereby consent to the recording of the hearing at the discretion of the Non-Compliance Panel. Each party agrees to notify its employees of its consent and obtain their consent to that recording to the extent required by law.
17. Action to be taken by the Non-Compliance Panel
    The Non-Compliance Panel shall issue its decision by notice by no later than 7 Days following the hearing.
18. If a breach of the Code is found, the Non-Compliance Panel must issue a notice setting out:
    1. the provision(s) of the Code that the Member has breached;
    2. its factual findings which led it to conclude that such provisions had been breached in sufficient detail to enable the Member, the Executive and any Appeals Panel to understand the basis for the findings.
19. In respect of any breach of the Code, the Non-Compliance Panel may in its discretion issue certain conditions to which the Member must adhere in order to ensure its on-going membership of the Scheme.
20. In the case of a serious breach, the Non-Compliance Panel may also issue a written warning which sets out the consequences of future breach of the Code.
21. In the case of a severe breach of the Code, the Non-Compliance Panel may decide to terminate the Member's membership of the Scheme and the Code if it considers that the conduct of the Member was grossly prejudicial to the interests of the Scheme and if it considers that the conduct is irremediable. If it considers that the conduct is remediable it shall set out a timeframe in which such conduct must be remedied (Probation Period) and the steps that must be taken by the Member to remedy the breach (the Conditions).
22. If the breach of the Code is found to be serious or severe, the Non-Compliance Panel may invite submissions in writing from the Executive and the Member as to what conditions would be appropriate based on its findings before making such determination. The Member shall respond to any such request within 7 Days of the request being made.
23. The Non-Compliance Panel may delegate the issuing (but not the drafting) of any notices relating to disciplinary matters to the Executive as it sees fit.
24. Payment of fee for re-audit
    If the Non-Compliance Panel in its sole discretion considers that the Member is required to be re-audited the fee for the audit shall be paid by the Member.
25. Sharing of information
    REAL may, in relation to a complaint, share details of a Member or Consumer with the MCS licensee or other relevant certification bodies, or with the relevant Trading Standards Department, having first obtained the Consumer's written permission to do so. The Member hereby gives such consent to REAL to share information relating to a complaint with the MCS licensee or certification body or Trading Standards Department.
26. Further hearing
    The Non-Compliance Panel may, in its sole discretion, call a further hearing at the end of the Probation Period to assess whether it is satisfied that the Conditions have been fulfilled.

6. Breach during Probation Period

1. If REAL has reasonable grounds to suspect that a Member has committed a breach of the Code or a breach of the Conditions, during the Probation Period, the procedures set out in Clause 5 shall apply save as amended in this clause.
2. Clause 5.6 shall be read as follows:
   On receipt of comments from the Member, or on the expiry of the timeframe for the receipt of those comments, whichever is the sooner, the Executive shall in its sole discretion, decide whether to refer the matter for consideration by the Non-Compliance Panel.  The matter will be referred to the Non-Compliance Panel if the Executive is not satisfied by the response it has received and continues to have reasonable grounds to suspect that there has been a material or persistent breach of the Code or a breach of the Conditions. 
3. Clause 5.8 shall be amended by deleting “28 Days” and replacing it with “7 Days”.
4. Clause 5.11 shall be read as follows:
   A disciplinary hearing shall be called by the Non-Compliance Panel in respect of any conduct that is alleged or suspected to give rise to a breach of the Code and/or a breach of the Conditions.
5. Clause 5.12 shall be amended by deleting “21 Days” and replacing it with “7 Days”.
6. Clause 5.15 shall be amended on the first sentence by deleting “14 Days” and replacing it with “5 Days” and on the second sentence by deleting “7 Days” and replacing it with “3 Days”.
7. Clause 5.18 shall be amended by deleting “7 Days” and replacing it with “5 Days”.
8. Clause 5.19 shall be read as follows:
   If a breach of the Code or a breach of the Conditions is found, the Non-Compliance Panel may terminate the Member’s membership of the Scheme and must issue a notice setting out:
   1. the provision(s) of the Code that the Member has breached; or
   2. the Conditions that were breached; and
   3. its factual findings which led it to conclude that such breach had occurred in sufficient detail to enable the Member and the Executive to understand the basis for the findings.
9. Clauses 5.20 to 5.23 shall not apply in relation to a disciplinary process under this Clause 6.

7. Termination of membership

1. On receipt of notice pursuant to Clause 5.21 or Clause 6.9 above that the Non-Compliance Panel has exercised its discretion and decided that the Member’s membership should be terminated, the Member will immediately cease to:
   1. describe itself as being a Member of the Scheme;
   2. use the Logo; or
   3. hold itself out as a Member of the Scheme, or as being in any way connected with the Scheme.
2. If the relevant Member does not lodge an appeal in accordance with Clause 8.5, within 14 Days of the Non-Compliance Panel publishing its decision pursuant to Clause 5.22, the Member’s membership will be deemed to have terminated at the end of that 14 Day period.
3. No act or omission of REAL will constitute a waiver of the Non-Compliance Panels rights to investigate any alleged breach of the Code and activate the disciplinary procedures set out in this clause.
4. Termination of a Member’s membership is without prejudice to the obligations of the Member that have accrued prior to that termination occurring.
5. Notwithstanding termination of a Member’s membership, these Bye-Laws shall remain in force to the extent required to allow REAL to enforce any outstanding obligations of the Member.

8. Appeals Procedure

1. A Member may appeal to the Appeals Panel within 14 Days of the Non-Compliance Panel publishing its decision if the Member is dissatisfied with the decision of the Non-Compliance Panel.
2. No appeal can be made until the Non-Compliance Panel has decided whether the Code has been breached and the Conditions, if any, that must be satisfied by the Member.
3. An appeal will only be allowed if it is found by the Appeals Panel on balance of probabilities that the Non-Compliance Panel’s decision or part thereof was irrational, based on a fundamental error of fact or on a clear misinterpretation of the Code or Bye-Laws, or a serious procedural irregularity or if the penalty/remedial steps or Conditions imposed are not in reasonable proportion to the findings made by the Non-Compliance Panel. 
4. Within 14 Days of receipt of the formal notification terminating its membership of the Scheme, a Member wishing to make an appeal will issue a written notice to the Appeals Panel care of the Executive at the registered office of REAL, together with the fee of £500. The fee shall be refunded if the appeal is upheld. No documentation submitted after this 14 day period has expired, will be considered.
5. The notice should include:
   1. a statement setting out the grounds for the Member’s appeal; and
   2. all documentation the Member relies on in support of its appeal.
6. Within 7 Days, the Executive will:
   1. acknowledge receipt of the Appeal Notice and will write to the Member detailing the date and time when the Appeals Panel will convene to consider the appeal; and
   2. submit the Member’s appeal notice and documentation in support (if any) to the Appeals Panel.
7. The quorum for the meeting of the Appeals Panel will be 3. The Appeals Panel shall consist of at least 3 Appeals Panel Members who did not form part of the Non-Compliance Panel which made the original decision.
8. At the appeal meeting, the Appeals Panel shall, in its discretion, consider whether to receive verbal representations from the Member.  The Executive will have the opportunity to explain the evidence that was put before the Non-Compliance Panel prior to its decision being made.
9. Following the Member’s submissions and the Executive (if any), the Appeals Panel will consider its position in private.
10. The Appeals Panel will take its decision on the basis of any reasonable grounds and specifically some or all of the following, depending upon the Member’s reasons for disputing the decision and the evidence it provides:
    1. conduct of the Member;
    2. substantive issues such as whether the Member had a proper investigation of the complaints made against it; and
    3. proportionality, i.e. whether the sanction applied was proportionate to the breach.
11. The Appeals Panel’s decision will be reached on the balance of probabilities.
12. The Appeals Panel will take minutes of the appeal meeting and may in its discretion record the proceedings.  The Member consents to such a recording being made, will notify its employees of that consent and obtain their consent to the extent required by law.
13. The Appeals Panel may, following the appeal meeting, exercise its discretion in accordance with these Bye-laws to:
    1. uphold the Member’s appeal; or
    2. uphold the Member’s appeal subject to fulfilment of conditions to be stipulated by the Appeals Panel in its sole discretion; or
    3. dismiss the Member’s appeal and uphold the decision of the Non-Compliance Panel.
14. Within 7 Days of the appeal meeting, the Appeals Panel will issue a notice to the Member advising the Member of its decision and the reasons for its decision.
15. The Appeals Panel may delegate the issuing (but not the drafting) of any notices relating to the appeal to the Executive as it sees fit.
16. The Appeals Panel may at its discretion but only in exceptional circumstances amend the time periods relating to an appeal pursuant to this Clause 0 provided that REAL gives the relevant Member and the Executive reasonable notice in advance of any such changes.
17. There is no further right of appeal from the decision of the Appeals Panel which shall be final and binding. The Appeals Panel does not have the power to make and shall not make any award of damages or compensation to either party in the Appeal.

9. Limitation of Liability

1. While the Administrative Bodies will at all times endeavour to administer and implement the Scheme in a fair and equitable manner, their obligations will be limited to those duties set out in these Bye-Laws. Except as expressly set out in these Bye-Laws, the Administrative Bodies will have no other obligation, duty or liability whatsoever in contract, tort or otherwise. The Administrative Bodies will not be liable to Members 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.
2. REAL will not be liable in contract, tort or otherwise as a result of any act or omission of any Member, causing loss or damage to any other Member or a third party. Members will indemnify the Association against any claims in contract, tort or otherwise made against any Member.

10. Composition of the Supervisory Panel

1. The Supervisory Panel shall comprise between 12 and 20 Supervisory Panel Members in accordance with the classification as set out in the table below, though this may be varied at the discretion of REAL.
   
   

   Representatives	Description
   Association Representatives	2 Association Representatives being representatives of the Association who shall be appointed by the Association
   Industry Representatives	Industry Representatives being individuals from organisations or trade associations involved in the supply of renewable energy systems to Consumers and non-technical customers. These representatives would not generally qualify as Independent (5-7 Supervisory Panel Members)
   Consumer Representatives	Consumer Representatives being 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 Supervisory Panel Members (2-4 Supervisory Members)
   National and Regional Representatives	National and Regional Representatives are 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 qualify as independent Supervisory Panel Observers.
   Environmental Protection Representatives	Environmental Protection Representatives being individuals from organisations involved in environmental protection or regulatory activities in energy-related sectors. These members would generally qualify as Independent Supervisory Panel Members (2-4 Supervisory Panel Members)
   Representatives of Industry Related Sectors	Representatives of Industry Related Sectors being 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 Supervisory Panel Members (1-3 Supervisory Panel Members)

   
   
   
2. Supervisory Panel Members shall be appointed for an initial period of three years, after which they are eligible for reappointment by REAL for a further three year period subject to the provisions of this Clause 0.
3. Supervisory Panel Members will serve in good faith in accordance with the Bye-Laws and shall put aside their own interests to work together for the benefit of the sustainable energy industry. REAL shall not hold any Supervisory Panel Member individually liable in respect of their services for REAL.
4. REAL may exercise its discretion to remove a Supervisory Panel Member if it considers that the Supervisory Panel Member has failed to discharge its responsibilities pursuant to Clause 10.3.
5. Where a Supervisory Panel Member retires or is removed by REAL, the Supervisory Panel shall select at least two nominees for the vacant position. REAL shall exercise its discretion to select a nominee or request further nominations from the Supervisory Panel.
6. Any Supervisory Panel Member may opt to serve as Supervisory Panel Observer, where they consider it would be inappropriate to be a voting member, including Government officials.
7. A majority of the Supervisory Panel shall be composed of Independent Supervisory Panel Members and the Supervisory Panel shall be chaired by an Independent Supervisory Panel Member.
8. REAL will maintain a list of Supervisory Panel Members and Supervisory Panel Observers.
9. REAL shall publish details of all Supervisory Panel Members including Supervisory Panel Observers on the Scheme Website setting out those belonging to each of the classifications in Clause 10.1 above.

11. Supervisory Panel Meetings

1. The Supervisory Panel shall meet at least twice per annum to:
   1. adopt, maintain and update the documentation relating to the Scheme;
   2. monitor the performance of Scheme Members using the methods set out in the Code;
   3. approve any revisions to the Code or any other aspects of the Scheme;
   4. establish such Expert Groups as it considers necessary to advise it in carrying out its responsibilities hereunder; and
   5. review any reports presented to it by the Executive.
2. A Supervisory Panel meeting shall be properly convened only if 14 Days’ advance notice of the meeting has been served on all Supervisory Panel Members.
3. A Supervisory Panel meeting shall be quorate where 3 Supervisory Panel Members are present.
4. The Supervisory Panel shall take minutes of proceedings at each Supervisory Panel meeting.
5. Where a Supervisory 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 Supervisory Panel Members in attendance at the meeting and that the alternate is made aware of and abides by the principles of service of Supervisory Panel Members.
6. The Supervisory Panel shall decide any matters requiring its approval by consensus or a simple majority of those present and voting at a properly convened and quorate meeting.

12. Committees of the Supervisory Panel

1. The Supervisory Panel shall use its discretion to appoint (whether from its own numbers or otherwise) the following Supervisory Panel committees:
   1. the Non-Compliance Panel;  
   2.  the Appeals Panel; and
   3. the Applications Panel.
2. The Non-Compliance Panel
   1. The Non-Compliance Panel shall be convened in respect of the Scheme only.
   2. The Non-Compliance Panel shall comprise at least 3 Supervisory Panel Members and shall:
      1. investigate a Member’s performance where a Member is suspected of failing to comply with the Code;
      2. decide whether a Member has committed a breach of the Code; and
      3. if a Member is held to have committed a breach of the Code, implement the disciplinary procedures as set out in Clauses 0 and 0 of these Bye-Laws.
3. The Appeals Panel
   1. The Appeals Panel shall be composed of at least 3 Appeals Panel Members who have not served as members of the Non-Compliance Panel in relation to the matter under consideration.
   2. The Appeals Panel shall determine all appeals in accordance with the appeals procedure set out in Clause 0 of the Bye-Laws.

13. The Executive

1. The Executive shall prepare annually a report on the performance of the Scheme and the adherence of Members to the Code in such form as the Supervisory Panel may reasonably require and shall submit this report to the Supervisory Panel for approval after which it shall be published as directed.
2. The Executive shall further report regularly to REAL and the Supervisory Panel as they reasonably require.

14. REAL Arbitration Service

1. If the Consumer submits an application form with REAL consent, the Member shall participate in any REAL Arbitration. The arbitration shall be carried out in accordance with the terms of the REAL Arbitration Service 2012 Edition as amended by REAL at its discretion from time to time and published on the REAL website.

Annex A

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01.02.2012