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Update Articles of Association

rabble-coop 2024-04-09 18:56:17 +00:00
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Articles-of-Association.md

@ -72,21 +72,21 @@ sum due in respect of membership for the use of the Co-operative's services.
(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 (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. these Articles and the model articles, these Articles shall prevail.
**Purpose** ### Purpose
3. The purpose of the Co-operative is to carry out its function as a co-operative and to 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 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. 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.
**OBJECTS** ### OBJECTS
4. The objects of the Co-operative are specifically restricted to carry on the business as a co-operative providing specialised technological services to voluntary, public and private organisations fulfilling a social purpose. The co-operative will also promote the use of technology which respects, protects and progresses fundamental human rights. 4. The objects of the Co-operative are specifically restricted to carry on the business as a co-operative providing specialised technological services to voluntary, public and private organisations fulfilling a social purpose. The co-operative will also promote the use of technology which respects, protects and progresses fundamental human rights.
**POWERS** ### POWERS
5. To further its objects the Co-operative may do all such lawful things as may further the 5. 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. Co-operative's objects and, in particular, may borrow or raise funds for any purpose.
**MEMBERS** ### MEMBERS
6. The first Members of the Co-operative will be the subscribers to the memorandum of 6. The first Members of the Co-operative will be the subscribers to the memorandum of
association of the Co-operative. association of the Co-operative.
@ -121,6 +121,7 @@ month);
have attained the age of 16. All those wishing to become a Member must support the have attained the age of 16. 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 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. by the Directors and the Directors have approved each application.
11. A corporate body which is a Member shall by resolution of its governing body appoint a 11. A corporate body which is a Member shall by resolution of its governing body appoint a
representative who may during the continuance of her/his appointment be entitled to representative who 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 exercise all such rights and powers as the corporate body would exercise if it were an
@ -132,10 +133,12 @@ month);
12. All Members agree to attend general meetings and take an active interest in the 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 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. 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 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 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 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. and to participate in the operation of the Co-operative.
14. The Co-operative shall provide ongoing education and training in co-operative values 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 and Co-operative Principles and associated topics. The Co-operative shall support its
Members by ensuring that general meetings are accessible and encourage participation. Members by ensuring that general meetings are accessible and encourage participation.
@ -172,7 +175,7 @@ why it is to be proposed; and
represent them (who need not be a Member of the Co-operative) has been represent them (who need not be a Member of the Co-operative) has been
allowed to make representations to the general meeting. allowed to make representations to the general meeting.
**GENERAL MEETINGS** ### GENERAL MEETINGS
18. The Co-operative shall in each calendar year hold a general meeting of the Members as 18. 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. its annual general meeting and shall specify the meeting as such in the notices calling it.
@ -402,7 +405,7 @@ allowed to make representations to the general meeting.
their equivalent) of the Co-operative before the end of his/her period of office shall not their equivalent) of the Co-operative before the end of his/her period of office shall not
be passed by written resolution. be passed by written resolution.
**DIRECTORS** ### DIRECTORS
55. The Co-operative shall have a Board of Directors comprising not less than two Directors. 55. The Co-operative shall have a Board of Directors comprising not less than two Directors.
@ -490,7 +493,7 @@ allowed to make representations to the general meeting.
72. All acts and proceedings of any sub-committee must be fully and promptly reported to 72. All acts and proceedings of any sub-committee must be fully and promptly reported to
the Directors. the Directors.
**PROCEEDINGS OF THE BOARD OF DIRECTORS** ### PROCEEDINGS OF THE BOARD OF DIRECTORS
Calling a Meeting of the Board of Directors Calling a Meeting of the Board of Directors
@ -636,7 +639,6 @@ of employment or in respect of her/his rights and interests as a Member.
partly prevents that person from personally exercising any powers or rights which partly prevents that person from personally exercising any powers or rights which
that person would otherwise have. that person would otherwise have.
**Removal of a Director** **Removal of a Director**
88. A Director may be expelled from office by a resolution of the Co-operative stating that it 88. A Director may be expelled from office by a resolution of the Co-operative stating that it
@ -661,7 +663,7 @@ of employment or in respect of her/his rights and interests as a Member.
done by or to a Director and the Secretary shall not be satisfied by its being done by or 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. to the same person acting in both capacities.
**REGULATIONS** ### REGULATIONS
91. The Co-operative in a general meeting or the Board of Directors may from time to time 91. 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, make, adopt and amend such Regulations in the form of bye-laws, standing orders,
@ -672,7 +674,7 @@ of employment or in respect of her/his rights and interests as a Member.
and the Board of Directors shall be bound by such Regulations whether or not they have and the Board of Directors shall be bound by such Regulations whether or not they have
received a copy of them. received a copy of them.
**LIABILITY OF MEMBERS** ### LIABILITY OF MEMBERS
92. The liability of Members is limited to £1. Every Member of the Co-operative undertakes 92. The liability of Members is limited to £1. Every Member of the Co-operative undertakes
to contribute to the assets of the Co-operative in the event of it being wound up while to contribute to the assets of the Co-operative in the event of it being wound up while
@ -682,7 +684,7 @@ of employment or in respect of her/his rights and interests as a Member.
up and for the adjustments of the rights of the contributories amongst themselves. Each up and for the adjustments of the rights of the contributories amongst themselves. Each
Member’s contribution shall not exceed £1. Member’s contribution shall not exceed £1.
**APPLICATION OF SURPLUS** ### APPLICATION OF SURPLUS
93. The surplus of the Co-operative shall be applied in the following ways, in such 93. The surplus 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: proportions and in such manner as the general meeting shall decide from time to time:
@ -698,10 +700,10 @@ of employment or in respect of her/his rights and interests as a Member.
(c) In accordance with the Co-operative Principle of concern for community, to make (c) In accordance with the Co-operative Principle of concern for community, to make
payment for social, co-operative and community purposes; payment for social, co-operative and community purposes;
**DISSOLUTION** ### DISSOLUTION
94. The Co-operative is a common ownership enterprise. In the event of the winding up or 94. The Co-operative is a common 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 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 of the Co-operative to satisfy its debts and liabilities. Any balance of assets remaining
may not be distributed among the Members but shall be transferred to some other may not be distributed among the Members but shall be transferred to some other
common ownership co-operative(s) or to Co-operatives UK (or any body that succeeds common ownership co-operative(s) or to Co-operatives UK (or any body that succeeds
@ -711,7 +713,7 @@ of employment or in respect of her/his rights and interests as a Member.
in accordance with section 22 of the Act; any alteration to this article requires the in accordance with section 22 of the Act; any alteration to this article requires the
approval of 100% of the Members. approval of 100% of the Members.
**ADMINISTRATIVE ARRANGEMENTS** ### ADMINISTRATIVE ARRANGEMENTS
**Means of Communication** **Means of Communication**