The Steering Committee proposes that in due course Leeds for Change registers as a Co-Operative (probably about a year). This document sets out the version of standard Co-Op rules that we have discussed and tweaked to fit our needs. We will use it to govern our work up until the first Annual General Meeting. At the AGM we suggest that the rules will be debated, amended if necessary, and hopefully adopted.
If you really love it, a downloadable version is available here:
Leeds for Change working constitution 05-04-14
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LEEDS FOR CHANGE : WORKING CONSTITUTION
NAME
1. The name of the society shall be Leeds for Change.
REGISTERED OFFICE
2. The registered office of the society shall be at Ebor Court, Leeds LS1 4ND
PURPOSE
3. 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 principles of co-operative
identity as defined by the International Co-operative Alliance. This rule may only be amended by an Extraordinary Resolution.
OBJECTS
4. The objects of the co-operative shall be to carry on the business as a co-operative in pursuit of the values of equality, justice and solidarity by creating and maintaining a hub website for the city of Leeds UK which will:
a) share information and resources among the citizens of Leeds (UK) and its region
b) make it easy for new people to get involved in activities in Leeds promoting social change based in the values of equality, justice and solidarity
c) connect together the social change activists and organisations in Leeds.
POWERS
5. 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 and on behalf of
its members.
MEMBERS
6. The co-operative may admit to membership any individual, corporate body or nominee of
an unincorporated body, firm or partnership that has paid or agreed to pay any
subscription or other sum due in respect of membership and meets one of these criteria:
a) registered user member: anyone who is a registered user of the Leeds for Change website and applies for co-operative membership
b) employee member: anyone who has passed the probationary period of employment with the co-operative
c) registered group member: any group which is registered with the Leeds for Change website and applies for membership. [The registered group is entitled to one vote at meetings of the Co-Operative, see rule 15.]
TERMINATION OF MEMBERSHIP
7. A member shall cease to be a member of the co-operative immediately that they:
(a) Are no longer eligible for membership; or
(b) Fail to pay the annual subscription (if any) within 3 months of it falling due; or
(c) Fail to hold the minimum shareholding; or
(d) Resign in writing to the Secretary; or
(e) Are expelled from membership for conduct prejudicial to the co-operative, following due process; or
(f) Die, are wound up or go into liquidation.
SHARE CAPITAL
8. The shares of the co-operative shall be of the nominal value of £1 issued to persons
upon admission to membership of the co-operative. The shares shall be fully paid
prior to issue, neither transferable nor withdrawable, shall carry no right to interest,
dividend or bonus, and shall be forfeited and cancelled on cessation of membership
from whatever cause, and the amount paid up on such cancelled shares shall become
the property of the co-operative. Each member shall hold one share only in the
co-operative.
GENERAL MEETINGS
9. The co-operative shall, within six months of the end of the financial year, hold a
general meeting of the members as its annual general meeting and shall specify the
meeting as such in the notice calling it.
10. The business of an annual general meeting shall comprise, where appropriate:
(a) The receipt of the accounts and balance sheet and of the reports of the Board
and Auditor (if any).
(b) The appointment of an Auditor, if required.
(c) The election of the Board or the results of the election if held previously by
ballot.
(d) The application of profits.
(e) The transaction of any other business included in the notice convening the
meeting.
11. In accordance with the 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’s values and principles.
12. A general meeting may be called by any member of the Board, or by an application signed by at least one quarter of the co-operative’s members.
13. The Secretary of the co-operative will provide 14 days notice and an agenda for each general meeting.
14. A quorum of a general meeting will be 10% of all individual members.
15. All members have one vote each at any general meeting. No-one is entitled to more than one vote
16. Decisions at general meetings will be made on the basis of resolutions agreed by simple majority vote.
17. Extraordinary Resolutions may only be proposed at the Annual General Meeting of the co-operative, and will require a 75% vote in favour.
17a. An attendance policy will specify the process of termination of membership on grounds of non-attendance at General Meetings
DIRECTORS
18. The co-operative will have a Board consisting of at least six members, and no more than twelve, elected at the first general meeting of the co-operative.
19. At subsequent annual general meetings half the directors will resign. No director may serve for more than three years in succession.
20. Directors shall manage the business of the co-operative, including raising and spending its money, according to its objects and principles agreed at general meetings.
21. The directors may form sub-committees.
22. The quorum for a directors’ meeting is half of its members.
DISSOLUTION
23. The co-operative is a common ownership enterprise. If on the winding up or dissolution of the co-operative any of its assets remain to be disposed of after its liabilities are satisfied, these assets shall not be distributed among the Members, but shall be transferred to some other common ownership enterprise, or to any not-for-profit third sector organisations in Leeds as agreed by the members, or to The Edge Fund for or its successors. If such residual assets cannot be distributed in this manner they shall be transferred to some other organisation(s) whose purpose is to promote and support the movement and common ownership enterprises. This rule may only be amended by Extraordinary Resolution.
ADMINISTRATIVE ARRANGEMENTS
Means of Communication
24. A member may provide their consent to receive communications by electronic means.
25. A notice sent to a Director’s address shall be deemed to have been duly served 48 hours after its posting.
Seal
26. 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 or the Secretary.
Registers
27. The Board of Directors shall ensure accurate registers are maintained which shall include a register of members, a reregister of Directors and a register of Officers.
Register of Members
28. The Board shall ensure that the register is maintained in accordance with the Act and that the particulars required by the Act are available for inspection and accessible without the need to disclose other particulars contained in the register.
Register of Directors and Officers
29. The co-operative shall maintain a register of Directors and Officers which shall include the following particulars:
(a) Name of the Director;
(b) Address of the Director;
(c) The date on which they assumed office;
(d) The date on which they vacated office; and
(e) The position held by a Director if s/he is also an Officer and the date on which
the Director assumed and vacated his/her Officer position.
Amendments to Rules
30. Any of these Rules may be rescinded or amended or a new rule made by an Extraordinary Resolution at a general meeting of which 14 Clear Days’ notice has been given, such notice to include details of the change(s) to be proposed at that meeting.
Copies of the co-operative’s Rules
31. A copy of these Rules and any amendments made to them shall be given free of charge to every member upon admission to membership and shall be provided to any other person on demand and on payment of the statutory fee chargeable for the time being in force.
Minutes
32. The co-operative shall ensure that minutes are kept of all:
(a) Proceedings at general meetings of the co-operative; and
(b) 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.
Annual Return
33. Every year and within the period prescribed by the Act, the Secretary shall send the annual return in the prescribed form to the Registrar. The annual return shall be accompanied by:
(a) A copy of the Auditor’s report on the ‘s accounts for the period
covered by the annual return or a copy of such other report (if any) as is required
by statute for such a period; and
(b) A copy of each balance sheet made during that period and report of the Auditor
or other appropriate person as required by statute on that balance sheet.
34. The co-operative shall on demand supply free of charge to any Member or any person with an interest in the funds of the organisation a copy of the latest annual return together with a copy of the Auditor’s report (if any) on the accounts and balance sheet contained in the annual return and the Auditor’s report (if any).
35. The co-operative shall at all times keep a copy of the latest balance sheet of the co-operative together with a copy of the corresponding Auditor’s report hung up in a conspicuous place at the registered office and displayed on the co-operative’s website (if any).
Audit
36. Unless the co-operative meets the criteria set out in section 4(2) of the Friendly and
Industrial and Provident Societies Act 1968 or fulfils the exemptions set out in subsections 4(A) (1) and (2) of the Friendly and Industrial and Provident Societies Act 1968, the Board shall in each financial year appoint an Auditor as required by section 7 of the Friendly and Industrial and Provident Societies Act 1965 as amended, to audit the co-operative’s accounts and balance sheet for the year. This provision also applies if the co-operative is in its first financial year.
37. The following persons shall not be appointed as Auditor of the co-operative:
(a) An officer or employee of the co-operative ;
(b) A person who is a partner or employee of, or who employs, an officer of the co-operative.
38. The Board may appoint an Auditor to fill a casual vacancy occurring between general
meetings.
39. An Auditor for the preceding financial year shall be re-appointed as Auditor of the
for the current financial year unless:
(a) A decision has been made by the Board to appoint a different Auditor or
expressly decided that s/he shall not be re-appointed; or
(b) S/he has given notice in writing to the Secretary of her/his unwillingness to be
re-appointed; or
(c) S/he is ineligible for appointment as Auditor of the co-operative for the current
financial year; or
(d) S/he has ceased to act as Auditor of the co-operative by reason of incapacity.
40. Any ordinary resolution of a general meeting of the co-operative either to remove an Auditor from office or to appoint another person as Auditor shall not be effective unless notice of the proposed resolution has been given to the co-operative at least 28 days
prior to the meeting at which the resolution is to be considered. At least 14 days’ notice
of such resolution must then be given to members of the co-operative in the manner
prescribed in these Rules and in writing to the Auditor(s).
Social Accounting and Reporting
41. In addition to any financial accounts required by the Act, 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.
Indemnity and Insurance
42. Subject to the following rule, 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 ;
(b) Any liability incurred by that Director in connection with the activities of the
in its capacity as a trustee of an occupational pension scheme;
(c) Any other liability incurred by that Director as an officer of the co-operative.
43. The above rule does not authorise any indemnity which would be prohibited or
rendered void by any provision of law.
44. 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 maybe 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.
| Signatures of founder members | Full names of founder members in block capitals |
| Signature of secretary | Full name of secretary in block capitals |
Date:
Note: The full version of this document is accepted as a model by the Financial Services Authority 2011 v.1 –