ARNEWAY HOUSING CO-OPERATIVE

1. Name
   • The name of the co-operative shall be the Arneway Housing Co-Operative Limited (in these rules called ‘the Co-operative’).
2. Registered Office
   • The registered office of the Co-operative shall be at The Designworks, Park Parade Harlesden, London NW10 4HT.
3. Objects
   • The objects of the Co-operative shall be:
   • The construction, purchase, conversion, improvement and management of the co-operative principle of housing for occupation by members of the Co-operative, under the terms of an agreement to occupy (hereinafter called ‘the agreement’) granted to them by the Co-operative, which agreement shall exclude any right for the members to purchase the houses or to dispose or transfer or assign the agreement under which they occupy the houses to any person or body other than the Co-operative and shall require the members to surrender the agreement to the Co-operative upon ceasing to be members.
   • The provision and improvement on the co-operative principle of land or buildings for purposes connected with the requirements of the members occupying the houses provided or managed by the Co-operative.
4. Powers
   • The Co-operative shall have power to do all things necessary or expedient for the fulfilment of its objects.
   • The Co-operative shall not trade for profit and will use any surpluses in accordance with rule 23.
5. Membership

Eligibility and Admission

• Subject to Rules 3 and 5.4, the Board of Management may determine the criteria for membership and may set out a policy and procedural requirements for applying for membership.
• The Board of Management is not obliged to admit any person satisfying such criteria as members and may decline in their absolute discretion any person’s application and need not give reasons for such decision.
• Membership is restricted to persons who are tenants or prospective tenants of the Co-operative and all tenants of the Co-operative must be members.
• No person under the age of 18 may be admitted as a member.
• All members’ names and addresses must be included in the register of members and it is the responsibility of each member to inform the Co-operative of any change to his or her name or address.

Share Capital

• The share capital of the Co-operative shall be raised by the issue of shares of the nominal value of one pound each.
• Every member shall hold only one share which they shall be issued upon admission as a member of the Co-operative.
• Shares cannot be held jointly, are not withdrawable or transferrable and carry no right to interest, dividend or bonus.
• When a member ceases to be a member his or her share shall be cancelled and the amount paid up shall become the property of the Co-operative.

Ending of Membership

• A member stops being a member:
  • If the member gives one month’s written notice to the Co-operative and such notice shall also constitute conclusive evidence of that member’s notice to terminate their tenancy agreement (if applicable);
  • if previously a tenant in premises provided for or managed by the Co-operative, the member ceases to occupy the premises as their principal residence;
  • if a prospective tenant:
    • he or she is reasonably deemed by the Board of Management to have no real prospect of being offered a tenancy of premises provided for or managed by the Co-operative within the next 3 months;
    • he or she has informed the Co-operative that he or she no longer requires accommodation; or
    • he or she has been sent a written notice by the Co-operative either asking him or her to confirm that he or she still requires accommodation or offering a tenancy and he or she has not responded within three weeks.
  • the member is expelled from membership by a vote of not less than two-thirds of the members present and voting at a general meeting of the Co-operative, provided that:
    • written notice of a complaint has been given to the member not less than one calendar month prior to the meeting of the Board of Management at which the complaint will be heard;
    • the notice contains the particulars of the conduct complained of and invites the member to attend the meeting at which the complaint will be heard; and
    • the member has the right to be heard at the meeting of the Board of Management or make written representations to it.
  • the member dies;
• With regard to a member expelled in accordance with clause 10.4:
  • the member is expelled immediately on the date that the resolution is passed;
  • subject to there being sufficient funds for payment of all known existing claims against the Co-operative, the member shall at the date of the resolution for his/her expulsion or as soon thereafter as is practicable be paid any advance rent payments in his or her rent account;
  • the Board of Management will immediately take any and all necessary steps to lawfully terminate the tenancy of the expelled member.
• A person who has been expelled from the membership in accordance with clause 10.4 may only be re-admitted to the membership by a vote of the membership acting by a two thirds majority.

6. Annual General Meetings
   • The Co-operative shall hold an annual general meeting in addition to any other general meeting in every calendar year.
   • The annual general meeting must be specified as such in the notices calling it and must be held within six months of the end of each financial year.
   • At an annual general meeting, the business to be conducted will include:
     • the presentation of the accounts of the Co-operative for the previous financial year and a report on the Co-operatives activities to the members;
     • the election of Board Members in place of those retiring and those appointed to fill a vacancy since the last annual general meeting; and
     • the appointment of auditors.
   • General Meetings
   • All general meetings except annual general meetings are called general meetings.
   • The Co-operative shall hold at least three general meetings each calendar year (including the annual general meeting)
7. Calling General Meetings

Who can call a meeting

• The Board of Management may call a general meeting at any time and must call a general meeting within 21 days of a written request delivered to the Secretary and Signed by not less than twenty per cent. of the members.
• If the Board of Management does not call a general meeting following a written request delivered by the members in accordance with clause 1, the members who have Signed the written request may call a general meeting and they are entitled to be reimbursed by the Co-operative for any reasonable expenditure incurred in this regard.

Notice requirements

• An annual general meeting or a general meeting must be called by giving at least 14 clear days’ notice in Writing (which includes post or email).
• The notice must indicate the place, date, time and the general nature of the business to be discussed.
• Notice must be given to all members and all persons on the Board of Management.
• The accidental omission to send any notice to, or the non-receipt of any notice by, any member shall not invalidate the proceedings at a general meeting.

8. Quorum for General Meetings
   • Every member of the Co-operative is entitled to attend and vote at a general meeting, provided that they present such evidence of their identity and membership as the Board of Management may direct from time to time.
   • Business may be transacted at a general meeting only if a quorum of members is present.
   • A quorum is 20% of the membership.
   • If a quorum is not present within half an hour after the appointed starting time, the meeting shall be adjourned to another day, time and place as the Board of Management may decide, except where the meeting was called by the demand of the members, in which case it must be dissolved.
   • If at any adjourned meeting, a quorum is not present within half an hour, the members present at that time shall constitute the quorum for that meeting.
9. Proceedings at General Meetings

Code of Conduct

• Conduct at general meetings shall be in accordance with any code of conduct as set down by the Board of Management from time to time.
• The Board of Management may require members to sign a copy of the code of conduct and any breach of the code of conduct may be considered grounds for a complaint being raised against them and the member potentially being expelled in accordance with clause 10.4.

Chair

• The Chair of the Board of Management will act as chair at any general meetings but if they are not present the Vice-Chair of the Board of Management will do so. If neither the Chair nor Vice-Chair of the Board of Management is present, a member of the Board of Management as determined between themselves shall act as chair.

Voting

• Unless a poll is demanded, any matters arising at a general meeting shall be decided by a majority vote (save for amendments to the rules which must be resolved by a two thirds majority) by a show of hands and every member present at a general meeting shall have one vote. In the event of an equality of votes the chair of the meeting shall have a casting vote.
• Unless a poll is demanded, the declaration of the chair of the meeting that a resolution has been carried by a particular majority or lost on a show of hands is conclusive. The result of the vote must be recorded in the minutes but the number or proportion of the votes cast need not be recorded.
• A poll may be demanded before or immediately after a vote by show of hands by not less than one-tenth of the members present at the meetings or the chair of the meeting.
• The chair of the meeting will decide how a poll will be taken. The result of a poll will be treated as a resolution of the meeting.
• If a poll is demanded the meeting may continue to deal with any other business that may be conducted at the meeting.
• A technical defect in the appointment of a member of which the members or Board of Management are unaware at the time does not invalidate a decision taken at a general meeting.

10. Adjournment of General Meetings
    • The chair of the meeting may, with the consent of any meeting at which a quorum is present (and must if so directed by the meeting), adjourn the meeting.
    • The chair of the meeting must decide the date, time and place at which the meeting is to be reconvened, unless these details are specified in a resolution.
    • No business may be transacted at any adjourned meeting except business left unfinished at the meeting from which the adjournment took place.
    • If a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as for the original meeting.
11. The Board of Management
    • The Board of Management of the Co-operative comprises a committee of members responsible for the day to day management of the Co-operative and the Board of Management may exercise the powers of the Co-operative to this effect.
    • The Board of Management shall consist of:
      • the Officers (being the Chair, Vice-Chair, Treasurer and Secretary); and
      • between 3 and 11 Ordinary Board Members as decided by the Co-operative in general meeting;
    • Only members of the Co-operative shall be eligible to become Officers or Ordinary Board Members.
    • There may also be up to 5 co-opted Observers (who for the avoidance of doubt do not form part of the Board of Management) who may attend and speak at Board meetings but do not have the right to vote. Co-opted Observers may be appointed and removed from time to time by the Board of Management.
    • The remuneration (if any) of the members of the Board of Management and co-opted Observers shall be determined from time to time by the Board of Management.
12. Election of the Board of Management
    • At the third annual general meeting of the Co-operative after his/her last election, an Officer shall retire. He/she shall be eligible for re-election.
    • At each annual general meeting of the Co-operative, all Ordinary Board Members shall retire. He/she shall be eligible for re-election.
    • Members of the Board of Management shall be elected by the membership at the Co-operative’s annual general meeting.
    • In order for a member to be eligible to be elected to the Board of Management they must be nominated in accordance with rule 5.
    • Nominations for members must:
      • be in Writing;
      • state the full name, address and occupation of the member nominated and the person nominating the member;
      • be Signed by both the member nominated and the person making the nomination; and
      • be left at the registered office not later than one week before the date appointed for the annual general meeting.

13. Casual Vacancies on the Board of Management
    • If a vacancy arises otherwise than by the retirement of a Board Member at the end of their term of office, the Board of Management may appoint a member of the Co-operative to fill that vacancy in the membership of the Board of Management. They will hold office until the next annual general meeting where they may be elected by the members.
14. Removal of members of the Board of Management
    • A Board Member ceases to hold office if he or she:
      • ceases to be a member of the Co-operative; or
      • is or would be disqualified from being a company director because of any order made under the Companies Act 2006, the Company Directors Disqualification Act 1986 (or any regulations made under it) or is or would be disqualified from being a charity trustee or a committee member of a co-operative under any other legislation; or
      • is considered by the Board of Management to have become incapable, whether mentally or physically, of managing his own affairs and a majority of the other Board Members resolve that he must cease to hold office; or
      • resigns the office by notice in Writing to the Board of Management but only if at least 3 Board Members will remain in office; or
      • is absent without permission from 3 consecutive meetings of the Board of Management and it is resolved by a majority of the other Board Members to remove him; or
      • is removed from office by a resolution of at least two thirds of the other Board Members provided that prior written notice of the meeting and the intention to propose such a resolution has been given to the Board Member in question and they are given the opportunity to attend the meeting and make representations.
      • is removed by a majority vote of the members of the Co-operative at a general meeting provided that:
        • the notice of the general meeting stated the proposed resolution to remove the Board Member; and
        • the Board Member was provided with prior written notice of the meeting and was given the opportunity to speak at the meeting.
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15. Conduct of the Board of Management
    • Each member of the Board of Management must sign a code of conduct outlining their role as a Board Member and regulating their conduct at Board meetings.
16. Conflicts of Interest

Definition

• Subject to rule 2, “Conflict of Interest” means any direct or indirect interest of a Board Member (whether personally or by virtue of a duty of loyalty to another organisation or otherwise) that conflicts, or may conflict with the interests of the Co-operative, because the Board Member or a Connected Person (as defined in rule 16.3) may receive a benefit from the Co-operative, or has some separate interest or duty in a matter to be decided, or in relation to information which is confidential to the Co-operative.
• For the purposes of these rules, a Board Member is not deemed to have a Conflict of Interests where they have an interest in their capacity as a tenant of the Co-operative in relation to an arrangement regarding premises owned by the Co-operative, such premises not being exclusively limited to premises over which the Board Member or a Connected Person has a tenancy.
• For the purposes of these rules, Connected Person means any child, parent, grandchild, grandparent, brother, sister, spouse or civil partner of the Board Member or any person living with the Board Member as his partner or any other family member who is dependent or partially dependent on the Board Member.

Declaring and managing conflicts

• Whenever a Board Member is in a situation that gives rise to a Conflict of Interest, the Board Member must:
  • fully declare the nature and extent of the interest before discussion begins on the matter,
  • withdraw from the meeting or discussion for that item, after providing any information requested by the other Board Members,
  • not be counted in the quorum for that part of the meeting or decision-making process,
  • be absent during the vote and have no vote on the matter, and
  • comply with any other requirement which the other Board Members resolve is necessary.
• When any Board Member has a Conflict of Interest, the Board Members who do not have a Conflict of Interest (if they form a quorum without counting the conflicted Board Member and are satisfied that it is in the best interests of the Co-operative to do so) may by resolution passed in the absence of the conflicted Board Member permit the Board Member, notwithstanding any Conflict of Interest which has arisen or may arise for the Board Member, to:
  • continue to participate in discussions leading to the making of a decision, or to vote, or both,
  • disclose to a third party information confidential to the Co-operative,
  • take any other action not otherwise authorised which does not involve the receipt by the Board Member (or a Connected Person) of any payment or material benefit from the Co-operative, or
  • refrain from taking any step required to remove the conflict.

17. Proceedings of the Board of Management
    • The Board of Management shall meet at least six times in every calendar year.
    • The Board may meet, adjourn and run its meetings as it wishes, subject to these rules.

Calling meetings

• The Secretary shall, if requested by the Chair or any three Board Members, summon a meeting of the Board of Management and any Observers.
• Except in urgent circumstances, at least seven clear days’ notice must be given of any meeting of the Board of Management, such notice being given in Writing, by email, or by other electronic means acceptable to the Board Member or Observer, provided that the accidental omission to give such notice to or the non-receipt of such notice by any such person shall not invalidate the proceedings of any such meeting.

Holding meetings

• Meetings may be held in person, by telephone, or by suitable electronic means agreed by the Board of Management in which all participants may communicate with all other participants.
• Three members of the committee or such higher number as the Board of Management may determine shall constitute a quorum.
• Questions arising at any meeting must be decided by a majority of votes. Every Board Member has one vote including the Chair. If the votes are equal, the Chair has a second or casting vote.
• Notwithstanding any vacancies on the Board of Management committee, the remaining members of the committee may continue to act. If at any time their number falls below three they may act for the purposes of convening a general meeting of the Co-operative and not for any other purpose.
• If it is discovered that there was some defect in the procedure at a meeting or the appointment of a Board Member, anything done before the discovery is valid.

Resolutions in Writing

• A resolution in Writing Signed by all of the Board Members is as valid as if it had been passed at a properly held meeting of the Board of Management. The resolution may consist of several documents in the same form Signed by one or more members of the Board.

18. Delegation by the Board of Management
    • The Board of Management may delegate any of its functions to individual Board Members or members of the executive management team, provided that they must conform to any rules that the Board imposes.
    • The Board of Management may from time to time appoint one or more sub-committees provided that at least two Board Members are on the committee and delegate such powers to the committee as the Board thinks fit.
    • The Board of Management may revoke any delegation in whole or part, or alter its terms and conditions.
    • The sub-committees may meet and adjourn whenever they choose.
    • Questions at the meeting must be decided by a majority of votes of the sub-committee members present. In the case of an equality of votes, the chair of the sub-committee (as nominated by the sub-committee) meeting shall have a casting vote.
    • A resolution in Writing Signed by all of the sub-committee members is as valid as if it had been passed at a properly held meeting of the sub-committee. The resolution may consist of several documents in the same form Signed by one or more members of the sub-committee.
    • If it is discovered that there was some defect in the procedure at a meeting of a sub-committee, or in the appointment of a sub-committee member, anything done before such discovery at any meeting of the sub-committee is as valid as if there were no defect.
19. Officers

Secretary

• The secretary shall ensure that:
  • meetings are properly called;
  • the names of attendees at general meetings and meetings of the Board of Management are correctly recorded;
  • minutes of general meetings and meetings of the Board of Management are kept;
  • applications for admission to the membership are properly processed;
  • the register of members is kept updated;
  • all returns that are required to be made with the Registrar are sent; and
  • he or she shall have charge of the seal of the Co-operative.

All Officers

• Any Officer must give up all books, documents, monies and property of the Co-operative in his or her possession when required to do so by a resolution of the Board of Management or of the Co-operative.

20. Security by members of the committee and indemnity
    • The Co-operative shall require Board Member having receipt or charge of money to become bound either with or without a surety as the Co-operative determines in a bond according to one of the forms set out in Schedule 1 of the Act, or to give the security of a guarantee society in such sum as the Board of Management directs conditioned for his/her rendering just and true account of all monies received by him/her on account of the Co-operative as a general meeting or the committee require him/her to do and for the payment by him/her of all sums due from him/her to the Co-operative.
    • Every member of the committee shall be indemnified by the Co-operative against all costs, losses and expenses which he/she may reasonably incur in discharge of his/her duties, including travelling expenses, and the amount for which such indemnity is provided shall immediately attach as a charge on the property of the Co-operative.
    • No member of the committee shall be liable for any loss happening to the Co-operative through the execution of the duties of his/her office unless the loss be the consequence of his/her own dishonesty or gross negligence.
21. Borrowing Powers
    • The Co-operative shall have power to borrow money for the purpose of the Co-operative and to issue loan stock and to secure the repayment of any money borrowed by mortgaging or charging any of its property provided that the amount of money borrowed for the time being remaining undischarged shall not exceed ten million pounds.
    • The Board of Management shall ensure the terms of any loan the Co-operative enters into provides that the interest payable does not exceed what the Board of Management considers reasonable.
    • The Co-operative shall not receive money on deposit.
    • The Co-operative shall have power to determine from time to time the terms and conditions upon which money is borrowed or loan stock is issued and to vary such terms and conditions, provided that it shall not engage in any activity which would require permission from the Registrar without having first obtained such permission.
    • The Co-operative may receive from any person, whether a member or not, donations towards the work of the Co-operative provided that in the Board of Management’s reasonable opinion such donation would not compromise the Co-operatives values and principles.
22. Investment
    • The Co-operative may invest any part of the funds of the Co-operative in any manner to the extent permitted by law.
23. Application of Surpluses
    • No portion of the income and/or property of the Co-operative shall be paid or transferred either directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to a member of the Co-operative except to the extent that the tenancy or lease of the member provides for payments to be made upon surrender.
    • The Co-operative may apply any surpluses towards carrying out the objects of the Co-operative or set aside any part of the surpluses for such purposes as the Co-operative shall from time to time determine, so long as this is consistent with the objects of the Co-operative.

• Any of the surplus not so applied shall be carried forward.

24. Audit
    • The Co-operative shall appoint a qualified auditor (as defined in section 91 of the Act) each year and submit the Co-operative’s accounts to the auditor and supply the auditor with such access to meetings, books and other information as is provided for in the Act.
    • None of the following persons is appointed as auditor of the Co-operative:
      • a member, officer or employee of the Co-operative; or
      • a Connected Person or employer or business partner (as defined in rule 3) to a member, officer or employee of the Co-operative.
    • Save as provided in rule 4 and 24.5, every appointment of an auditor shall be made by resolution of a general meeting of the Co-operative.
    • The Board of Management may appoint an auditor to fill any casual vacancy occurring between general meetings of the Co-operative.
    • An auditor appointed to audit the accounts and balance sheet of the Co-operative for the previous financial year of account (whether or not any resolution expressly re-appointing him or her has been passed) shall be re-appointed as auditor unless:
      • a resolution has been passed at a general meeting of the Co-operative appointing somebody instead of him or her or providing expressly that he or she may not be re-appointed; or
      • he or she has given to the Co-operative notice in Writing that he or she is unwilling to be re-appointed; or
      • he or she is not a qualified auditor or is a person mentioned in rule 2; or
      • he or she has ceased to act as auditor of the co-operative by reason of incapacity; or
      • the Board of Management has resolved to tender the audit and has notified the auditor of this in Writing.

Provided that a retiring auditor shall not be automatically re-appointed if notice of an intended resolution to appoint another person in his or her place has been given in accordance with rule 24.6 and the resolution cannot be proceeded with because of the death or incapacity of that other person or because that other person is not a qualified auditor or is a person mentioned in rule 24.2.

• A resolution at a general meeting of the Co-operative on the recommendation of the Board of Management:
  • appointing another person as auditor in place or a retiring auditor; or
  • providing expressly that a retiring auditor shall not be re-appointed;

shall not be effective unless notice of the intention to move it has been given to the Co-operative not less than twenty-eight days before the meeting at which it is to be moved. On receipt by the Co-operative of notice of such an intended resolution the Co-operative shall forthwith send a copy of the notice to the retiring auditor. If it is practicable to do so the Co-operative shall give notice to its members of the intended resolution at the same time and in the same manner as it gives notice in accordance with these rules of the meeting at which the resolution is to be moved, or if that is not practicable, by advertisement not less than fourteen days before the said meeting in a newspaper circulation in the area in which the Co-operative conducts its business. Where the retiring auditor makes any representations in Writing to the Co-operative with respect to the intended resolution or notifies the Co-operative that he/she intends to make such representation, the Co-operative shall notify the members accordingly as required by the Act.

25. Accounts
    • The Co-operative shall keep books and records in accordance with the Act.
    • The Co-operative shall establish and maintain a satisfactory system of control of its books of accounts, its cash holdings and all receipts and payments.
    • At least once a year the Co-operative shall submit its accounts and balance sheet to the Co-operative’s auditor and the auditor shall prepare a revenue account and balance sheet duly audited and Signed by the auditor for the financial year in respect of which the auditor has been appointed.
26. Dispute procedure
    • Every dispute concerning matters governed by these rules between a member or any person aggrieved who has not for more than six months ceased to be a member, or any person claiming through such member or person aggrieved or claiming under the rules of the Co-operative and the Co-operative or an officer thereof, shall be subject to the Co-operative’s Complaints Policy.
27. Minutes
    • Minutes of every general meeting and of every meeting of the Board of Management shall be kept, and such minutes shall be reviewed at the next of such meetings respectively and Signed by the chair of the meeting at which they are so read. All minutes so Signed shall be conclusive evidence of any facts stated therein.
28. Seal
    • The Co-operative shall have a seal which shall be kept in the custody of the Secretary and shall be used only under the authority of a resolution of the Board of Management committee or of the general meeting and the affixing of the seal shall be attested by the signature of two members of the Board of Management committee and the counter signature of the Secretary or in such other manner as the Co-operative may direct.
29. Registers
    • The Co-operative shall keep at its registered office:

• a register of members in which the Secretary shall enter the following particulars:
  • the names and addresses of the members;
  • a statement of the share held by each and the amount paid for the share;
  • a statement of other property in the Co-operative whether in loans or loan stock, held by each member;
  • the date at which each person was entered in the register as a member, and the date at which any person ceased to be a member;
  • the names and addresses of the members of the committee of the Co-operative and the offices held by them respectively and the dates on which they assumed office.
• a duplicate register of members in which the Secretary shall enter all the particulars in the original register of members other than those mentioned in rules 1.1(ii) and 29.1.1(iii).
• a register of the holders of loan stock in which the Secretary shall enter such particulars as the Co-operative directs and register all transfers lo loan stock.
• a register in which the Secretary shall enter such particulars of all mortgages and charges on land of the Co-operative as the Co-operative directs.

• The inclusion or omission of the name of any person from the register of members shall, in the absence of evidence to the contrary, be conclusive that such person is or is not a member of the Co-operative.

30. Annual Returns and Balance Sheets
    • Every year not later than six months after the end of the Co-operative’s financial year, the Secretary shall send the Registrar the annual return in the form prescribed relating to its affairs for the period required by the Act to be included in the return together with:
      • a copy of the report of the auditor on the Co-operative’s annual accounts for the period included in the return; and
      • a copy of each balance sheet made during that period and of the report of the auditor on that balance sheet.
    • The Co-operative shall supply to every member or person interested in the funds of the Co-operative on his or her application a copy of the last annual return of the Co-operative for the time being together with a copy of the report of the auditor on the accounts and balance sheet contained in the return.
    • The Co-operative shall keep a copy of its latest balance sheet displayed in a conspicuous position at its registered office.
31. Inspection of Books
    • Any member or person having an interest in the funds of the Co-operative shall be allowed to inspect his or her account and the books containing the names of the members including all particulars in the duplicate register of members at all reasonable hours at the registered office of the Co-operative or at any place where the same are kept, subject to such conditions and in such manner as may be determined by the Board of Management from time to time.
32. Statutory Applications to the Registrar
    • Any member who has been a member of the Co-operative for not less than 5 years immediately preceding the date of the application may apply to the Registrar in the form prescribed by the Act to appoint an accountant or actuary to inspect the books of the Co-operative and to report thereon.
    • One tenth of the membership, or (if less) 100 members may apply to the Registrar in the form prescribed by the Act:
      • for the appointment of an Inspector or Inspectors to examine the affairs of the Co-operative and to report thereon, or
      • for the calling of a special general meeting of the Co-operative.

33. Copies of the Rules to be Supplied
    • The Secretary shall deliver a copy of the rules of the Co-operative to every member free of charge, subject to rule 2.
    • The Secretary may charge up to £5.00 for the provision of a copy of the rules to a member, if that member has previously been given a copy of the rules.
    • The Secretary shall deliver a copy of the rules of the Co-operative to any non-member who asks for them and may charge a fee of up to £5.00.
34. Proceedings on Death or Bankruptcy of a Member
    • A member may, in accordance with the Act, nominate one or more persons to become entitled to the whole or part of their property in the Co-operative upon their death.
    • Upon receiving satisfactory proof of the member’s death, the Co-operative must transfer the relevant property to the nominated person or pay the nominated person the full value of that property.
    • Upon a claim being made by the personal representative of a deceased member or the trustee in bankruptcy of a bankrupt member to any property in the Co-operative belonging to the deceased or bankrupt member, the Co-operative shall transfer or pay such property to which the personal representative or trustee in bankruptcy has become entitled as the personal representative or trustee in bankruptcy may direct them.
35. Amendment of Rules
    • Any rule of the Co-operative may be rescinded or amended, or a new rule made by a resolution of two thirds of the votes given on the resolution at a general meeting of which notice has been given specifying the intention to propose such rescission, amendment or new rule.
    • Amendments may only be made to the following, with the Homes and Communities Agency’s prior consent:
      • the Co-operative’s objects;
      • any provisions relating to the distribution of assets to members;
      • any provisions enabling the Co-operative to become or cease to become a subsidiary or associate of another body;
    • Application for the registration of every amendment of rules shall be made to the Registrar in manner and form required by the Act as soon as practicable after the relevant resolution has been passed.
    • Once the amendments have been registered a copy of the new rules or the amendments made to the rules together with every copy of the rules issued after the registration thereof, shall be supplied to every member. No amendment of rules is valid until registered.
36. Amalgamation, Transfer of Engagements and Dissolution
    • Subject to rule 4 the Co-operative may by a vote of a two thirds majority decide to amalgamate with or transfer its engagements unto any other co-operative or community benefit society having similar objects.
    • Subject to rule 4 the Co-operative may be dissolved:
      • by an instrument of dissolution in accordance with section 119 of the Act; or
      • by an order to wind up the Co-operative or a resolution for the winding up of the Co-operative in accordance with section 123 of the Act.
    • If on the winding up or dissolution of the Co-operative there remains, after satisfaction of all its debts and liabilities any property whatsoever, the property shall be disposed of in whatever manner may be decided by a general meeting provided that no member shall receive any property or sum beyond the repayment of his/her share, investment and any interest due thereon.
    • Any resolution under this rule 36 shall only be effective if the consent of the Homes and Communities Agency has been given.
37. Interpretation of Terms
    • In these rules, the following words have the meanings shown opposite them:

• Words in the singular form include the plural and vice versa.
• The words “he”, “she, “his”, “him” and “her” shall include all genders.

References to an Act of Parliament are to that Act including any statutory modification or re-enactment thereof from time to time and to any subordinate legislation made under it.