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