Companies Act 2006 Private Company Limited by Shares Articles of Centre for Sustainable Action Limited
Interpretations 1. In these Articles: “Address” means a postal
address or, for the purposes
of electronic communication, a fax number, email address
or telephone number for receiving text messages; “Articles” means the Company’s articles of association; “The Board of Directors” or “Board” means all those persons
appointed to perform
the duties of directors of the Company; “Companies Acts” or “the Act” means the Companies
Acts (as defined
in section 2 of the Companies Act 2006) in so far as they apply to the company; “The Co-operative” means the above-named company; "Co-operative Principles" are the principles defined
in the International Co-operative Alliance Statement of Co-operative Identity. The principles are those of voluntary and open membership, democratic member control,
member economic participation, autonomy and independence, education, training
and information, co-operation among co-operatives and concern for the community; “Co-operative Share” refers to an ordinary voting
share held by a member
of the Co-operative having the rights set out in these Articles; “Director” means a director of the Co-operative and includes any person occupying
the position of Director, by whatever name called; “Document” includes, unless otherwise stated, any document sent or supplied in electronic form; “Electronic means”
has the meaning
given in section
1168 of the Companies Act 2006; “Employee” means anyone over the age of 16 holding a contract of employment with the Co-operative to perform
at least eight hours of work per week for the Co-operative; “Entrenched” has the meaning given
by section 22 of the Companies Act 2006 and as detailed under the heading ‘Resolutions’ in these Articles; “Equity Share”
means a non-voting ordinary share in the Co-operative having the rights
as set out in these Articles; “Equity Shareholder” means a Person holding
an Equity Share as defined
in these Articles; “Member” has the meaning given
in section 112 of the Companies Act 2006 and as detailed under 'Membership' in these Articles; “Par value” means the value of the share at the time of its issue; "Person"
means, unless the context requires otherwise, a natural person, unincorporated body, firm, partnership, corporate
body or the nominee of an unincorporated body, firm, partnership or corporate body; "Profits"
shall be substituted with "surplus" if the Co-operative solely carries out trade with its members, provided that this is not inconsistent with the definition provided for in 829-831of the Companies Act 2006; “Regulations” has the meaning as detailed under ‘Regulations’ in these Articles; “Secretary” means any person appointed
to perform the duties of the Secretary
of the Co-operative;
"User" means those
Persons admitted into membership under these Articles
that wish to use the services of the Co-operative and have agreed to pay any subscription or other sum due in respect of membership for the use of the Co-operative's services; “Writing” means the representation or reproduction of words, symbols
or other information in a visible form by any method or combination of methods, whether
sent or supplied
in electronic form or otherwise. 2. Unless the context requires otherwise, other words or expressions contained in these Articles bear the same meaning as in the Companies
Act 2006 as in force on the date when these Articles become binding
on the Co-operative. Schedule 1 to the Companies (Model
Articles) Regulations 2008 shall apply to the Co-operative, save where amended
or replaced by these Articles. In the case of any variation
or inconsistency between
these Articles and the model articles, these Articles shall prevail.
3. The Co-operative is a private company
and accordingly shall not offer to the public any type of shares in or debentures of the Co-operative nor shall it allot or agree to allot such shares or debentures with a view to their being offered for sale to the public.
4. The purpose of the Co-operative is to carry
out its function as a co-operative and to abide
by the internationally recognised co-operative values and Co-operative Principles as defined by the International Co-operative Alliance.
This article is Entrenched in accordance with section 22 of the Act; any alteration to this article
requires the approval
of 100% of the Members.
5. The objects of the Co-operative are specifically restricted to carry on the business
as a co- operative and in particular to support the wellbeing of entrepreneurs and business leaders
to achieve profitability and a social
purpose through the development of products and services that are inherently sustainable.
6. To further its objects
the Co-operative may do all such lawful
things as may further the Co- operative's objects and, in particular, may borrow or raise funds for any purpose.
7. The first Members of the Co-operative will be the subscribers to the memorandum of association of the Co-operative. 8. The Co-operative may admit to membership any individual, corporate
body or nominee
of a unincorporated body, firm, partnership or corporate body that wishes
to use the services of the Co-operative and has paid or agreed to pay any subscription or other sum due in respect of Membership or the use of the Co-operative's services. 9. A corporate body which
is a Member shall, by resolution of its
governing body appoint
a representative who has attained the age of 16. The representative may, during the continuance of her/his appointment, be entitled
to exercise all such rights and powers as the corporate body would exercise if it were an individual person.
Each corporate body Member shall supply notification in Writing
to the Co-operative of its choice of representative.
10. The Co-operative intends
to apply for mutual trading
status and in accordance with its requirements all Users must be Members of the Co-operative.
11. No natural person
shall be admitted
into membership of the
Co-operative unless they have attained the age of 16 and has applied to hold the minimum amount of Co-operative Shares as required by these Articles.
All those wishing
to become a Member must support the aims of the Co-operative and applications for membership shall be in a form approved by the Directors and the Directors have approved each application.
12. All Members agree
to attend general
meetings and take an active
interest in the operation and development of the Co-operative and its business. Members have a duty to respect
the confidential nature of the business decisions of the Co-operative. 13. In accordance with the Co-operative Principle of education, training and information, the Co-operative shall provide Members
with information about
what the role of a Member is within the Co-operative and will provide
training in the skills required
to be a Member and to participate in the operation of the Co-operative. 14. The Co-operative shall provide ongoing education and training in co-operative values and Co- operative Principles and associated topics.
The Co-operative shall support its Members by ensuring that general meetings are accessible and encourage participation.
15. A Member shall
cease to be a Member
of the Co-operative immediately that they: (a) Cease to meet the Co-operative's criteria for membership; or (b) Fail in the opinion
of the Board of Directors unreasonably to pay any fee or other monies due to the Co-operative; or (c) Resign in Writing as a Member
of the Co-operative to the Secretary; or (d) Are expelled from membership in accordance with these Articles; or (e) Dies, or in the opinion of the Board
of Directors is unable to carry out their duties,
is wound up or goes into liquidation. 16. Membership shall cease
on the date upon which the Member’s
Co-operative Share is transferred to another Person in accordance with these Articles.
17. A Member may be expelled
from membership by a special
resolution of the Co-operative stating that it is in the best interests of the Co-operative that their membership is terminated. A resolution to remove a Member from membership may only be passed if: (a) The Member has been given at least 21 days’ notice
in Writing of the general
meeting at which the resolution to expel them will be proposed and the reasons why it is to be proposed; and
(b) The Member or, at the option of the Member, an individual who is there to represent
them (who need not be a Member of the Co-operative) has been allowed to make representations to the general meeting.
18. Co-operative Shares may only be held by those Persons
eligible for Membership of the Co- operative in accordance with these Articles. Such holders of Co-operative Shares
will be referred to as Members. 19. A Member shall not be entitled to hold more than one Co-operative Share
in the Co-operative except as a nominee. Co-operative Shares shall carry the right to one vote at general meetings of the Co-operative.
20. A Co-operative Share
may only be transferred to a nominee
for potential Members
of the Co-operative or to a new Member
of the Co-operative. Any transfer
of a Co-operative Share shall be approved by the Board of Directors. The Board of Directors shall be entitled
in its absolute discretion to approve or refuse any transfer of a Co-operative Share. If a transfer is refused, the Board or Directors may nominate another transferee to purchase the Co-operative Share. A Co-operative Share shall only be transferred at Par value. 21. Co-operative Shares shall not be redeemable. 22. If a Co-operative Share is transferred to a nominee
of the Co-operative the nominee
shall not be entitled to vote at general meetings
of the Co-operative by virtue
of holding such Co-operative Share as nominee. 23. Where the membership of the holder
of a Co-operative Share is terminated in accordance with these Articles, their Co-operative Share will be transferred to the Secretary
as nominee. The Secretary shall hold the Co-operative Share as nominee
for potential Members
of the Co-operative or such other Persons as the Board of Directors shall decide. 24. Within 21 days of the date of termination of membership the former Member shall deliver
to the Secretary a signed instrument of transfer in respect of the Co-operative Share. If on the expiration of the 21 day period no instrument of transfer has been received from the former Member, two Directors will be deemed to be the duly appointed attorney
of the former Member and shall execute an instrument of transfer on their behalf and deliver
it to the Co-operative. The sum of £1 shall be payable to the former
Member upon the date of transfer
of their Co-operative Share. 25. The Co-operative is prohibited from making any alteration to the rights
attached to Co-operative Shares.
26. Equity Shares may be held by any Person. Equity Shareholders will not be deemed to be Members of the Co-operative. 27. They shall carry no rights to vote at general
meetings of the Co-operative, but will carry a right to
vote at meetings of the Equity Shareholders. Each Equity Shareholder shall have only one vote at a meeting of the Equity Shareholders regardless of the number
of Equity Shares held by them.
The provisions of these Articles
relating to general
meetings of the Co-operative and their proceedings shall apply to all
meetings of the Equity Shareholders.
28. Dividends may be paid on Equity Shareholdings as decided by the Board of Directors
and approved by the Members from time to time. 29. On the winding
up of the Co-operative, Equity
Shareholders shall be entitled to receive the Par value but shall not otherwise participate in any distribution of any balance
of assets remaining after any debts and liabilities are satisfied. 30. The rights attached
to the Equity Shares may only be varied or abrogated with the consent
of 75% of the Members
in addition to the consent
of 75% of the Equity Shareholders. 31. The Co-operative is prohibited from making any variation to the rights
attached to the Equity Shares which would have the effect of: (a) Enabling the Equity Shareholders to have the right to participate in a distribution of the net assets of the Co-operative above
the repayment of their Equity
Shares at Par value; (b) Enabling the Equity Shareholders to have the right to vote at general meetings
of the Co-operative.
32. No Equity Share is to be issued for less than the aggregate of its nominal
value and any premium to be paid to the Co-operative in consideration for its issue.
33. Except as required
by law, no Person is to be recognised by the Co-operative as holding any Equity Share upon any trust, and except as otherwise required
by law or the Articles, the Co-operative is not in any way to be bound by or recognise
any interest in an Equity
Share other than the holder’s absolute
ownership of it and all the rights attached
to it.
34. Any transfer of Equity Shares
shall be approved
by the Board of Directors. The Board of Directors shall be entitled
in its absolute discretion to approve or refuse any transfer of Equity Shares in the Co-operative. If a transfer
is refused, the Board of Directors may nominate another transferee to purchase the Equity Shares
or may authorise the Co-operative to redeem the Equity Shares in accordance with these Articles
and the Act. Equity Shares shall be transferred at Par value. 35. Within 21 days of the date of transfer of any Equity Share the former Equity
Shareholder shall deliver to the Secretary
a signed stock transfer form in respect
of the Equity Shares. If on the expiration of the 21 day period
no stock transfer
form has been received from the former
Equity Shareholder, two Directors
will be deemed to be the duly appointed attorney
of the former Equity Shareholder and shall execute
a stock transfer
form on their behalf and deliver it to the Co-operative.
36. Equity Shares shall carry no right to redemption but the Co-operative shall have the right to require redemption of all or any fully paid up Equity Shares at Par value without requiring the consent of the Equity Shareholder. Such redemption of Equity Shares shall be made out of distributable profits and will be carried out in accordance with the relevant
procedures in the Act.
37. Within 21 days of the date of redemption of any
Equity Share the former Equity
Shareholder shall deliver to the Secretary a signed stock
transfer form in respect of the Equity
Shares. If on the
expiration of the 21 day period no stock transfer
form has been received from the former Equity Shareholder, two Directors will be deemed
to be the duly appointed attorney of the former Equity Shareholder and shall execute
a stock transfer
form on their behalf and deliver it to the Co-operative.
38. If title to an Equity Share passes to a transmittee, the Co-operative may only recognise the transmittee as having any title to that Equity Share. 39. A transmittee, who produces such evidence of entitlement to Equity Shares
as the Directors may properly require, and subject to these Articles: (a) may choose either to become the holder of those Equity
Shares or to have them transferred to another Person; and (b) pending any transfer of the Equity Shares to another Person,
has the same rights as the holder had. 40. Transmittees do not have the right to attend or vote at a general
meeting, a meeting
of the Equity Shareholders, or agree to a proposed
written resolution, in respect of Equity Shares to which they are entitled, by reason of the holder’s
death or bankruptcy or otherwise, unless
they become the holder of the Equity Shares.
41. Transmittees who wish to become
the holders of Equity Shares to which
they have become entitled must notify the Co-operative in Writing of that wish. If the transmittee wishes
to have an Equity
Share transferred to another Person,
the transmittee must execute an instrument of transfer in respect of it. Any transfer made or executed
under this Article
is to be treated as if it were
made or executed by the Person from whom the transmittee has derived rights in respect of that Equity Share,
and as if the event
which gave rise to the transmission had not occurred.
42. If a notice is given to an Equity Shareholder in respect of Equity Shares and a transmittee is entitled to those Equity Shares, the transmittee is bound by the notice
if it was given to the Equity Shareholder before
the transmittee’s name has been entered in the register
of Members.
43. The Co-operative shall in each calendar year hold a general meeting
of the Members as its annual general meeting and shall specify
the meeting as such in the notices
calling it. The first annual general meeting shall be held within
18 months of incorporation. Every annual general meeting except the first shall be held not more than 15 months
after the previous
annual general meeting. 44. The business of an annual general meeting shall comprise, where appropriate: (a) Consideration of accounts and balance sheets; (b) Consideration of Directors’ and auditor’s reports; (c) Elections to replace retiring Directors;
(d) Appointment and remuneration of the auditor (or their equivalent). 45. In accordance with the Co-operative Principle of democratic member control, the Co-operative shall ensure that, in addition
to the annual general meeting,
at least four other general
meetings are held annually. The purpose of these meetings
is to ensure that Members
are given the opportunity to participate in the decision-making process of the Co-operative, review
the business planning and management processes and to ensure the Co-operative manages itself in accordance with the co-operative values and principles.
46. The Board of Directors may convene a general meeting
or, in accordance with the Companies Acts, 10% of the membership may, in Writing,
require the Directors
to call a general meeting.
47. The Directors shall call the annual general
meeting giving 14 clear days’
notice to all Members. All other general meetings shall be convened
with at least 14 clear days’ notice
but may be held at shorter notice if so agreed in Writing by a majority
of Members together
holding not less than 90% of the total voting rights of the Co-operative. 48. All notices shall specify the date, time and place of the meeting along with the general nature
of business to be conducted and any proposed
resolutions. The notice must also contain
a statement setting out the right of each Member to appoint a proxy. 49. The accidental omission
to give notice of a meeting to or non-receipt of notice of a meeting
by any Person entitled
to receive notice
shall not invalidate proceedings at that meeting.
50. A Member who is absent
from a general meeting may appoint any Person to act as their proxy, provided that no Person shall hold a proxy for more than five Members at any one time in any general meeting. 51. Proxies may only validly be appointed by a notice
in Writing which: (a) States the name and Address of the Member
appointing the proxy; (b) Identifies the Person appointed to be that Member’s proxy and the general meeting
in relation to which that Person is appointed; (c) Is signed by or on behalf
of the Member appointing the proxy, or is authenticated in such manner as the Directors may determine; and (d) Is delivered to the Co-operative in accordance with the Articles
and any instructions contained in the notice of the general meeting to which they relate. 52. The Co-operative may require proxy notices to be delivered in a particular form and may specify different forms for different purposes. 53. Proxy notices may specify how the proxy appointed under
them is to vote (or that the proxy is to abstain from voting) on one or more of the resolutions, otherwise the proxy notice shall be treated as allowing the Person
appointed the discretion as how to vote on any matter.
54. A Person who is entitled
to attend, speak or vote (either on a show of hands
or a poll) at a general meeting remains so entitled in respect of that meeting
or any adjournment of the general meeting to which it relates. 55. An appointment using a proxy
notice may be revoked by delivering to the Co-operative a notice in Writing
given by or on behalf
of the Person by whom or on whose behalf
the proxy notice
was given. A notice
revoking a proxy appointment only takes effect
if it is delivered before
the start of the meeting or the adjourned meeting to which it relates. 56. If a proxy
notice is not signed by the Person
appointing the proxy,
it must be accompanied by evidence in Writing that the person signing it has the authority to execute it on the appointor’s behalf.
57. No business shall be transacted at a general
meeting unless a quorum of Members is present, either in person or represented by proxy. Unless
amended by special
resolution of the Co-operative, a quorum shall be ten Members or one-third of the membership, whichever is the lesser.
58. Members shall appoint
one of their number as the chairperson to facilitate general
meetings. If s/he is absent or unwilling to act at the time any meeting
proceeds to business
then the Members present
shall choose one of their number to be the chairperson for that meeting.
The appointment of a chairperson shall be the first item of business
at the general meeting.
59. A Member is able to exercise the right to speak at a general
meeting and is deemed to be in attendance when that Person
is in a position to communicate to all those attending the meeting. The Directors may make whatever
arrangements they consider
appropriate to enable
those attending a general
meeting to exercise
their rights to speak or vote at it including
by Electronic Means. In determining attendance at a general
meeting, it is immaterial whether
any two or more Members attending are in the same place as each other. 60. The chairperson of the meeting may permit other persons who are not Members of the Co-operative to attend
and speak at general meetings, without granting any voting rights.
61. If a quorum is not present
within half an hour of the time the general meeting
was due to commence, or if during a meeting
a quorum ceases
to be present, the chairperson must adjourn the meeting.
If within half an hour of the time the adjourned meeting
was due to commence a quorum
is not present, the Members present shall constitute a quorum. 62. The chairperson of a general
meeting may adjourn
the meeting whilst
a quorum is present if: (a) The meeting consents to that adjournment; or (b) It appears to the chairperson that an adjournment is necessary to protect the safety of any persons attending the meeting or to ensure
that the business
of the meeting is conducted in an orderly manner. 63. The chairperson must adjourn the meeting if directed to do so by the meeting.
64. When adjourning a meeting the chairperson must specify the date, time and place
to which it will
stand adjourned or that the meeting is to continue
at a date, time and place to be fixed by the Directors. 65. If the meeting
is adjourned for 14 days or more, at least 7 clear days’ notice
of the adjourned meeting shall be given in the same manner as the notice of the original
meeting. 66. No business shall
be transacted at an adjourned meeting other than business which could not properly have been transacted at the meeting
if the adjournment had not taken place.
67. In accordance with the Co-operative Principle of democratic member control, each Member shall have one vote on any question
to be decided in general
meeting. This article
is Entrenched in accordance with section 22 of the Act; any alteration to this article
requires the approval of 100% of the Members. 68. A resolution put to the vote at a general
meeting shall be decided on a show of hands unless a poll is duly demanded in accordance with these Articles. 69. In the case of an equality of votes, whether
on a show of hands or a poll, the chairperson shall not
have a second or casting
vote and the resolution shall be deemed
to have been lost.
70. A poll on a resolution may be demanded: (a) In advance of the general meeting
where the matter
is to be put to the vote; or (b) At a general meeting,
either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared. 71. A poll may be demanded
by: (a) The chairperson of the meeting; (b) The Directors; (c) Two or more Persons
having the right to vote on a resolution. 72. A demand for a poll may be withdrawn if the poll has not yet been taken and the chairperson consents to the withdrawal. 73. Polls must be taken immediately and in such manner as the chairperson of the meeting
directs, provided that each Member shall have only one vote.
74. Decisions at general meetings shall be made by passing resolutions: (a) Decisions involving
an alteration to articles that have been Entrenched in accordance with section 22 of the Act require the approval of 100%
of the Members. (b) The following decisions must be made by special resolution:
(i) Decisions involving
an alteration to the Articles
of the Co-operative, except where an article is Entrenched as detailed above; (ii) Decisions to expel Members; (iii) Decisions to dispose of assets of the Co-operative equivalent in value to one-third of the Co-operative’s last published balance
sheet, as detailed
in these Articles; (iv) The decision to wind up the Co-operative; (v) Other decisions which are required so by statute. (c) All other decisions shall
be made by ordinary resolution. 75. A special resolution is one passed
by a majority of not less than 75% of votes cast at a general meeting and an ordinary resolution is one passed
by a simple majority (51%) of votes cast. 76. Resolutions may be passed at general meetings or by written resolution. 77. A written resolution passed by Members
shall be effective if it has been passed
in accordance with the requirements of the Act which includes
sending a copy of the proposed resolution to every Member. Written
resolutions may comprise
several copies to which
one or more Members have signified their agreement. 78. A written resolution shall be deemed to have been passed if, within
28 days of the written resolution’s circulation date: (a) Written approval has been received from at least 75% of the Members
where the resolution is a special resolution; (b) Written approval has been received from a simple majority of at least
51% of the Members where the resolution is an ordinary resolution. 79. In accordance with the Companies
Acts, resolutions to remove a Director or auditor (or their equivalent) of the Co-operative before
the end of his/her period
of office shall not be passed by written resolution.
80. The Co-operative shall have a Board of Directors comprising not less than two Directors. 81. Those persons notified to the Registrar of Companies on incorporation and such others as they may determine
in writing shall be the initial Board of Directors
of the Co-operative from incorporation until the first annual general meeting. 82. Only persons who are aged 16 years or more may serve on the Board of Directors. 83. The Board of Directors shall be elected
by and from the Co-operative’s Members. The maximum number
of Directors serving
on the Board shall be determined by a general
meeting of the Co-operative from time to time.
84. At the first annual general
meeting all Directors
shall stand down. At every subsequent annual general meeting one-third of the Board
of Directors, or if their number is not a multiple of three then the number nearest to one-third, shall retire from office. The Directors to retire shall be the
Directors who have been longest in office since their last election. Where Directors have held office for the same amount
of time the Director to retire shall be decided
by lot. A retiring Director shall be eligible for re-election.
85. In addition the Board of Directors may co-opt up to two external independent Directors who need not be Members
and are selected
for their particular skills and/or experience. Such external independent Directors shall serve a fixed period
determined by the Board of Directors at the time of the co-option, subject
to a review at least every 12 months. External
independent Directors may be removed from office at any time by a resolution of the Board
of Directors. 86. The Board of Directors may at any time fill a casual
vacancy on the Board by co-option. Such co-opted individuals must be Members of the Co-operative and will hold office as Director only until the next annual general meeting.
87. In accordance with the Co-operative Principle of education, training and information, before accepting a position
as Director an individual must agree to undertake training
during their first year of office as deemed appropriate by the Co-operative. This training will include information on the roles and responsibilities of being a Director of a company
which is also a co-operative.
88. Subject as otherwise
provided in these Articles and to any direction or authority contained
in the resolution of the Co-operative creating or authorising the same, the Board members are generally and unconditionally authorised for the purposes
of the Act to allot,
grant options, rights of subscription or otherwise
deal with or dispose of any relevant
securities to such Persons, at such
times and on such terms
and conditions as they think
proper provided however
that the general authority hereby granted to the Board members: (a) Shall be limited to a maximum
nominal amount of £100,000. (b) Shall expire not more than five years from the date of the incorporation of the Co-operative unless varied
or revoked or renewed by the Co-operative in general meeting. 89. The Directors are responsible for the management of the Co-operative’s business and, subject to these Articles and directions given by special
resolution, they may exercise all the powers of a company for this purpose.
No such special
resolution invalidates anything
which the Directors have done before the passing of the special resolution. 90. The Board of Directors shall have the power to determine policies
and procedures associated with membership including setting subscription levels. 91. All decisions made by a meeting of the Board
of Directors or by any person acting
as a Director shall remain valid even if it is later discovered that there was some defect
in the Director’s appointment or that the individual had previously been disqualified from acting as a Director. 92. In accordance with the Co-operative Principles of democratic member control and member economic participation, the Board of Directors shall
not be entitled to sell or otherwise dispose of assets (in a single
transaction or series
of transactions) equivalent in value to one-third or more
of the total value of the last published balance
sheet of the Co-operative without
the approval of the Members by special resolution.
93. Subject to these
Articles, the Directors may delegate any of the powers which
are conferred on them
under these Articles
to any Person or committee
consisting of Members of the Co-operative, by such means,
to such an extent, in relation to such matters
and on such terms and conditions as they think fit. 94. The Directors may specify that any such delegation may authorise further
delegation of the powers by any person to whom they are delegated. 95. The Directors may revoke any delegation in whole or in part or alter any terms and conditions.
96. A sub-committee to which the Directors delegate
any of their powers must follow procedures which are based as far as they are applicable on those provisions of these Articles which govern the taking of decisions by Directors. 97. The Directors may make Regulations for all or any sub-committees, provided that such Regulations are not inconsistent with these Articles. 98. All acts and proceedings of any sub-committee must be fully and promptly
reported to the Directors.
99. Any Director may, and the Secretary on the requisition of a Director
shall, call a meeting of the Board of Directors by giving reasonable notice of the meeting to all Directors. Notice of any meeting of the Board of Directors must indicate the date, time and place of the meeting and, if the Directors participating in the meeting will not be in the same place,
how they will communicate with each other.
100. The Board of Directors may meet together
for the despatch of business,
adjourn and otherwise regulate their meetings as they think fit. 101. A Director is able to exercise
the right to speak at a meeting
of the Board of Directors
and is deemed to be in attendance when that person
is in a position to communicate to all those attending the meeting. The Directors
may make whatever
arrangements they consider appropriate to enable those attending a meeting of the Board of Directors to exercise their rights to speak or vote at it including
by Electronic Means. In determining attendance at a meeting of the
Board of Directors, it is immaterial whether any two or more Directors attending
are in the same place as each other. 102. Questions arising
at any meetings shall be decided by a majority
of votes. In the case of an equality of votes the status quo shall be maintained and the Board of Directors
may choose to refer the matter to a general meeting of the Co-operative. 103. A written resolution, circulated to all Directors and signed by a simple majority (51%) of Directors, shall be valid and effective as if it had been passed at a Board meeting duly convened and held. A written resolution may consist of several identical Documents signed by one or more Directors.
104. The Board of Directors may, at its discretion, invite
other persons to attend its meetings with or without speaking rights
and without voting
rights. Such attendees will not count toward the quorum. 105. The Directors must ensure
that the Co-operative keeps a record,
in Writing, for at least 10 years from the date of the decision
recorded, of every unanimous or majority decision
taken by the Directors.
106. The quorum necessary for the transaction of business at a meeting
of the Board of Directors shall be 50% of the
Directors or 2 Directors, whichever is the greater. 107. If at any time the total number of Directors in office is less than the quorum required,
the Directors must not take any decisions other than to appoint further
Directors or to call a general meeting so as to enable the Members to appoint further Directors.
108. Directors shall appoint one of their
number as the chairperson to facilitate meetings
of the Board of Directors. If s/he is absent or unwilling to act at the time any meeting
proceeds to business then the Directors present
shall choose one of their number to be the chairperson for that meeting. The appointment of a chairperson shall be the first item of business
at the meeting.
109. Whenever a Director has a personal, financial or material
interest, whether directly
or indirectly, in a matter to be discussed
at a meeting and whenever
a Director has an interest
in another unincorporated body, firm, partnership or corporate body whose interests are reasonably likely to conflict with those of the Co-operative in relation to a matter
to be discussed at a meeting, notwithstanding matters relating
to the terms of business
of the Co-operative, s/he must; (a) Declare the nature and extent of the interest before the discussion begins on the matter; (b) Withdraw from that part of the meeting unless expressly invited by the chairperson of the meeting to remain; (c) Not be counted in the quorum for that part of the meeting; (d) Withdraw during the vote and have no vote on the matter. 110. Subject to anything
to the contrary in these Articles: (a) In accordance with (but subject to) the Companies
Acts, the Board
of Directors may give authorisation in respect
of a situation in which a Director
has, or could have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests
of the Co-operative; and (b) In authorising a situation the Board of Directors may decide, whether
at the time of giving the authorisation or subsequently, that if the conflicted Director
has obtained any information through her/his involvement in the situation otherwise that as a Director
and in respect of which s/he owes a duty of confidentiality to another Person,
the Director is under no obligation to: (i) Disclose that information to the Co-operative; and/or
(ii) Use that information for the benefit
of the Co-operative; where to do so would
amount to a breach of confidence.
111. The Co-operative may pay any reasonable expenses which the Directors properly
incur in connection with their attendance at meetings or otherwise in connection with the exercise
of their powers and the discharge of their responsibilities in relation to the Co-operative.
112. A person ceases
to be a Director of the Co-operative as soon as: (a) That person ceases to be a Member of the Co-operative (unless they are a co-opted external independent Director); (b) That person resigns from office in Writing to the Secretary
of the Co-operative, and such resignation has taken effect in accordance with its terms; (c) That person is removed
from office by an ordinary
resolution of the Co-operative in general meeting in accordance with these Articles and the Companies
Acts; (d) That person is absent
from 3 meetings of the Board of Directors during
a continuous period of 12 months
without special leave
of absence granted
by the Board of Directors and the Directors pass a resolution that s/he has by reason of such absence vacated office; (e) Where the person is the representative of a Member
organisation, the Member organisation removes their endorsement of that representative; (f) Where the person is the representative of a Member
organisation that Member organisation ceases to exist; (g) That person ceases to be a Director by virtue of any provision of the Companies Acts or is prohibited from being a Director by law; (h) A bankruptcy order is made against
that person; (i) A registered medical practitioner who is treating
that person gives
a written opinion
to the Co-operative stating
that the person
has become physically or mentally incapable of acting as a Director and
may remain so for more than three months; (j) By reason of that person’s mental
health, a court makes an order which
wholly or partly prevents that person from personally exercising any powers or rights which
that person would otherwise have.
113. A Director may be expelled from office by a resolution of the Co-operative stating that it is in the best interests of the Co-operative that her/his office
is terminated. A resolution to remove a Director from office may only be passed if: (a) The Director has been given at least 21 days’ notice
in Writing of the general
meeting at which the resolution to remove them from office
will be proposed and the reasons why it is to be proposed; and
(b) The Director or, at the option
of the Director, the Director’s representative (who need not be a
Member of the Co-operative) has been allowed
to make representations to the general meeting.
114. The Board of Directors shall appoint a Secretary of the Co-operative for such term and at such remuneration and upon such conditions as they think fit. Any Secretary so appointed may also be removed by them. 115. A provision of the Companies Acts or these Articles requiring or authorising a thing to be done by
or to a Director and the Secretary shall not be satisfied by its being
done by or to the same person acting in both capacities.
116. The Co-operative in a general meeting
or the Board of Directors
may from time to time make, adopt and amend such Regulations in the form of bye-laws, standing orders, secondary rules or otherwise as they think fit for the management, conduct and regulation of the affairs
of the Co-operative and the proceedings and powers of the Board of Directors and sub-committees. No regulation shall be made which is inconsistent with these Articles
or the Companies Acts. All members of the Co-operative and the Board of Directors shall be bound by such Regulations whether or not they have received a copy of them.
117. The liability of Members
and Equity Shareholders is limited to the amount
unpaid on shares
held by them.
118. The profits of the Co-operative shall be applied in the following ways, in such proportions and in such manner as the general
meeting shall decide
from time to time: (a) To create a general reserve for the continuation and development of the Co-operative; (b) To Equity Shareholders in the Co-operative as payment of dividends on their investment in the Co-operative; (c) In accordance with the Co-operative Principle
of member economic
participation, to a dividend for Members, either
equally or in accordance with some other equitable formula which recognises the relative
contribution made by each Member
to the business of the Co-operative; (d) To the redemption of Equity Shares; 119. In accordance with the Co-operative Principle of member economic participation, the proportion of profits
paid out as dividends to Equity Shareholders shall never exceed
the proportion paid out
as bonuses and dividends to Members and Employees who are not Members.
The proportion of profits paid out to Equity Shareholders and Members combined
shall never exceed 50% of the profits available for distribution.
120. The Co-operative is a co-ownership enterprise. In the event of the winding up or dissolution of the Co-operative the liquidator shall first, according to law, use the assets
of the Co-operative to satisfy its debts and liabilities. Any balance of assets remaining may be distributed among the Members and those Persons
who were Members
at any time during the six years
prior to the date
on which the Co-operative decide to wind up. Distribution shall be in proportion to the relative contribution made by Members
and past Members
during the six years prior to the winding up of the Co-operative, or according to some other equitable formula
agreed by the Members on winding up which complies
with the Co-operative Principles. If such residual assets cannot be distributed in this manner
they shall be transferred to a common ownership co-operative(s) or to Co-operatives UK (or any body that succeeds to its function).
121. The Co-operative must issue each Member
and Equity Shareholder, free of charge,
with a share certificate in respect of the shares which that Member or Equity Shareholder holds. A separate share certificate shall be issued
for Co-operative Shares
and Equity Shares
where a Member holds shares of both classes. 122. Every certificate must specify: (a) In respect of how many shares,
of what class, it is issued; (b) The nominal value of the shares
in each class; (c) That the shares in each class are fully paid up; and (d) Any distinguishing numbers assigned to the shares in each class. 123. Every share certificate shall have affixed
to it the Co-operative’s seal or be executed in accordance with the Companies Acts.
124. If a share certificate issued in respect
of an Equity Shareholder’s shares
and a share certificate issued in respect of a Member’s shares is damaged,
defaced, lost, stolen
or destroyed the Member is entitled to be issued with a replacement share certificate. 125. In exercising their right
to be issued with a replacement share certificate the Member may require a single or separate certificates. If the share certificate has been damaged
or defaced the existing
share certificate must be returned
to the Co-operative, any Member
requesting a replacement share certificate must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the Directors decide.
126. A Member may provide
their consent to receive communications from the Co-operative by Electronic Means. 127. Subject to these Articles, anything sent or supplied by or to the Co-operative under the Articles may be sent or supplied in any way in which
the Companies Acts provides. Any notice or
Document to be sent or supplied
to a Director in connection with the taking of decisions by Directors may also be sent or supplied
by the means by which
that Director has asked to be sent or supplied with such notices or Documents for the time being. A Director may agree with the
Co-operative that notices
or Documents sent to her/him
in a particular way are to be deemed to have been received within a specified
time or their being sent, and for the specified time to be less than 48 hours.
128. If the Co-operative has a seal, it shall
only be used by the authority of the Board of Directors acting on behalf of the Co-operative. Every instrument to which the seal shall be attached
shall be signed by a Director
and countersigned by a second Director, the Secretary, or a Member of the Co-operative appointed by the Board of Directors for the purpose.
129. The Board of Directors
shall ensure accurate
registers are maintained which shall include
a register of Members,
a register of Directors and such other
registers as required
by the Acts.
130. The Co-operative shall maintain
a register of Members which records the details of all holders
of Co-operative Shares. The register shall specify their name, address,
and the dates on which they became a Member
and ceased to be a Member. A Member shall notify the Secretary of the Co-operative within seven days of any change to their name or address. 131. An entry on the register relating
to a former Member of the Co-operative may be removed
from the register after the expiration of 10 years from the date on which they ceased to be a Member.
132. The Co-operative shall maintain
a register of Equity Shareholders which records their/its
name, Address (in the case of a corporate
body the registered office address), and the dates on which they became an Equity Shareholder and ceased to be an Equity Shareholder. An Equity Shareholder shall notify
the Secretary of the Co-operative in Writing within seven days of any change to their name or Address. 133. An entry on the register relating
to a former Equity Shareholder of the Co-operative may be removed from the register
after the expiration of 10 years from the date on which they ceased to be an Equity Shareholder.
134. The Co-operative shall maintain a register of Directors which shall include the following particulars: (a) Name of the Director
and any former
names used by her/him for business purposes; (b) Service address; (c) Country of residence; (d) Nationality; (e) Business occupation, if any;
(f) Date of birth. 135. The register of Directors shall be open for inspection to any Member
of the Co-operative without charge and to any other Person on payment of such fee as may be prescribed. 136. The Co-operative shall also maintain a register of Director’s residential addresses which is not available for inspection.
137. The Co-operative shall ensure that minutes are kept of all: (a) Proceedings at meetings of the Co-operative; (b) Proceedings at meeting of the Equity Shareholders; and (c) Proceedings at meetings of the Board
of Directors and its sub-committees which include names of the
Directors present, decisions
made and the reasons for those decisions.
138. The Board of Directors shall cause proper accounts to be kept and circulated in accordance with the Companies Acts with respect to: (a) All sums of money received and expended by the Co-operative and the matters
in which the receipt and expenditure takes place; (b) All sales and purchases of goods by the Co-operative; (c) The assets and liabilities of the Co-operative. 139. Proper accounts shall be deemed to have been kept if they give a true and fair record of the state of the Co-operative's affairs and explain its transactions. 140. The accounts shall be kept at the registered office of the Co-operative or, subject to the Act, at such other place or places
as the Board of Directors thinks fit, and shall always
be open to the inspection of all Members
and other Persons
authorised by the Co-operative in a general meeting. 141. The Board of Directors
shall prepare and present to the Members
such regular financial reports, results and cash flow predictions showing the current financial position of the Co-operative as the Members in a general
meeting shall require
to be laid before them.
142. The Co-operative may decide if it meets the qualifying criteria to apply the small company audit exemptions. If not, at least once in every year the accounts of the Co-operative shall be examined and the correctness of the income and expenditure account and balance
sheet ascertained by one or more properly qualified auditors (or their
equivalents). 143. Auditors (or their equivalents) shall be appointed and their duties
regulated in accordance with the Companies Acts.
144. In accordance with the Co-operative Principle of member economic
participation the interest paid by the Co-operative on money borrowed
from Members shall
not exceed such rate as is necessary to attract and retain the capital
required to further
the Co-operative’s purpose.
145. In addition to any financial accounts
required by the Companies Acts,
the Members may resolve to undertake an account of the activities of the Co-operative which will endeavour to measure its co-operative, social and environmental performance using whatever
methodology the Members deem appropriate. Following the completion of such an account the Co-operative shall report any findings to its Members and other stakeholders.
146. Subject to the following article, any Director
or former Director
of the Co-operative may be indemnified out of the Co-operative’s assets against: (a) Any liability incurred by that Director
in connection with any negligence, default, breach of duty or breach of trust in relation to the Co-operative; (b) Any liability incurred by that Director
in connection with the activities of the Co-operative in its capacity as a trustee
of an occupational pension scheme
(as defined in the Act); (c) Any other liability incurred
by that Director
as an officer of the Co-operative. 147. The above article does not authorise any indemnity which would be prohibited or rendered void by
any provision of the
Companies Acts or any
other provision of law. 148. The Directors may decide to purchase and maintain insurance, at the expense of the Co-operative, for the benefit
of any Director or former
Director of the Co-operative in respect of any
loss or liability which has been or may be incurred by such a Director in connection with their duties or powers
in relation to the Co-operative or any pension
fund or employees’ share scheme of the Co-operative.