Rules of New Build Guru Homeowners CIC (“the Co-operative”)
Company No 11915133
Registered under the Companies Act 2006
Version: 30 March 2019
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;
“Asset-Locked Body” means (i) a community interest company, a charity or a Permitted Industrial and Provident Society; or (ii) a body established outside the United Kingdom that is equivalent to any of those;
“Board of Directors” or “Board” means all those persons appointed to perform the duties of directors of the Co-operative;
“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;
“Community” has the meaning given in Section 35(5) of the Companies (Audit Investigations and Community Enterprise) Act 2004;
“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;
“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;
“Eligibility Criteria for Members” means a written policy prepared by the Board as amended from time to time and published by the Co-operative.
“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;
“Member” has the meaning given in section 112 of the Companies Act 2006 and as detailed under ‘Membership’ in these Articles;
“Permitted Industrial and Provident Society” means an industrial and provident society which has a restriction on the use of its assets in accordance with Regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations 2006 or Regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations (Northern Ireland) 2006;
"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;
“Regulations” has the meaning as detailed under ‘Regulations’ in these Articles;
“The Regulator” means the Regulator of Community Interest Companies;
“Secretary” means any person appointed to perform the duties of the Secretary of the Co-operative;
“Specified” means specified in the Memorandum or Articles of Association of the company for the purposes of this paragraph;
“Transfer” includes every description of disposition, payment, release or distribution, and the creation or extinction of an estate or interest in, or right over, any property;
"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.
Community Interest Company
3. The company is to be a Community Interest Company and shall be known as "the Co-operative" in these Articles.
Not for profit
4. The Co-operative is not established or conducted for private gain: any surplus or assets are used principally for the benefit of the community.
5. The objects of the Co-operative are to carry on activities which benefit the community and in particular (without limitation) to provide a means for new build homebuyers to come together to share and access information, documentation, support and resources in relation to understanding and managing the risks of buying and owning a new build home.
6. 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.
7. To further its objects the Co-operative may do all such lawful things as may further the Co-operative's objects and in particular but without limitation may borrow or raise and secure the payment of money for any purpose including for the purposes of investment or of raising funds.
8. The subscribers to the memorandum of association are the first Members of the Co-operative.
9. Such other Persons as are admitted to membership in accordance with these Articles shall be Members of the Co-operative.
10. No Person shall be admitted as a Member of the Co-operative unless he or she is approved by the Directors as meeting the criteria for membership set out in these Articles.
11. The criteria for membership that shall be applied by the Directors follows below.
12. A Member must be:
(a) At least 18 years of age; and
(b) A current owner or occupier of a freehold or leasehold new build home situated in Great Britain. For these purposes a ‘new build home’ shall be one that was practically completed within 15 years of the date on which a prospective Member applies to join the Co-operative; or
(c) A person who meets the Eligibility Criteria for Members.
13. In accordance with the Co-operative Principle of voluntary and open membership, whilst the Co-operative shall undertake to encourage those persons meeting the membership criteria to become Members, membership must be voluntary.
14. Membership is not transferable to anyone else.
Applications for Membership
15. Every person who wishes to become a Member must support the aims of the Co-operative and shall deliver to the Co-operative an application for Membership in such form (and containing such information) as the Directors require and executed by him or her. The Directors shall approve each application for membership.
16. All Members agree to attend general meetings and take an active interest in the operation and development of the Co-operative. Members have a duty to respect the confidential nature of the business decisions of the Co-operative.
Termination of Membership
17. Membership is terminated:
(a) If the Member dies or ceases to exist;
(b) If the Member resigns their membership in Writing to the Secretary;
(c) Otherwise in accordance with these Articles; or
(d) At a meeting of the Directors at which at least half of the Directors are present, a resolution is passed resolving that the member be expelled on the ground that his or her continued membership is harmful to or is likely to become harmful to the interests of the Co-operative. Such a resolution may not be passed unless the Member has been given at least 14 days’ notice that the resolution is to be proposed, specifying the circumstances alleged to justify expulsion, and has been afforded a reasonable opportunity of being heard by or of making written representations to the Directors. A member expelled by such a resolution will nevertheless remain liable to pay to the Co-operative any subscription or other sum owed by him or her.
LIABILITY OF MEMBERS
18. 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 s/he/it is a Member or within one year of her/him/it ceasing to be a Member. The contribution shall be for payment of the debts and liabilities of the Co-operative contracted while s/he/it was a Member and of the costs, charges or expenses of winding up and for the adjustments of the rights of the contributories amongst themselves. Each Member’s contribution shall not exceed £1.
19. The Board of Directors may convene a general meeting at any time.
20. The Directors must call a general meeting if required to do so by the Members under the Companies Acts.
21. All 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. The Co-operative may require proxy notices to be delivered in a particular form and may specify different forms for different purposes.
27. 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.
28. 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.
29. 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.
30. 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.
31. Two persons entitled to vote on the business to be transacted (each being a Member, a proxy for a Member or a duly Authorised Representative of a Member), or 20% of the total membership (represented in person or by proxy), whichever is greater, shall be a quorum.
Chairing General Meetings
32. A Director will preside as chairperson of every general meeting.
Attendance and Speaking at General Meetings
33. 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.
34. A person who is not a Member of the Co-operative shall not have any right to vote at a general meeting of the Co-operative; but this is without prejudice to any right to vote on a resolution affecting the rights attached to a class of the Co-operative's debentures. 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.
35. 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.
36. 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.
37. The chairperson must adjourn the meeting if directed to do so by the meeting.
38. 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.
39. 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.
40. 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.
41. No Member shall be entitled to vote at any general meeting unless all monies presently payable by him, her or it to the Co-operative have been paid.
42. Each Member shall have one vote on any question to be decided in a 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.
43. 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.
44. 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.
45. 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.
46. 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.
47. A demand for a poll may be withdrawn if the poll has not yet been taken and the chairperson consents to the withdrawal.
48. 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.
49. Decisions at general meetings shall be made by passing resolutions.
50. Members may, by special resolution, direct the Directors to take, or refrain from taking, specific action. No such special resolution invalidates anything which the Directors have done before the passing of the resolution.
51. 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.
52. All other decisions shall be made by ordinary resolution.
53. 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.
54. Resolutions may be passed at general meetings or by written resolution.
55. 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.
56. The Co-operative shall have a Board of Directors comprising not less than two Directors.
57. Those persons notified to the Registrar of Companies on incorporation shall be the initial Board of Directors of the Co-operative.
58. Any person who is willing to act as a Director, and is permitted by law to do so, may be appointed to be a Director by a decision of the Board of Directors.
Powers and Duties of the Board of Directors
59. 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.
60. The Board of Directors shall have the power to determine policies and procedures associated with membership including setting subscription levels.
61. 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.
62. 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.
63. The Directors may specify that any such delegation may authorise further delegation of the powers by any person to whom they are delegated.
64. The Directors may revoke any delegation in whole or in part or alter any terms and conditions.
65. 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.
66. The Directors may make Regulations for all or any sub-committees, provided that such Regulations are not inconsistent with these Articles.
67. All acts and proceedings of any sub-committee must be fully and promptly reported to the Directors.
PROCEEDINGS OF THE BOARD OF DIRECTORS
Calling a Meeting of the Board of Directors
68. 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.
Proceedings of a Meeting of the Board of Directors
69. The Board of Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.
70. 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.
71. Questions arising at a Directors' meeting shall be decided by a majority of votes. In all proceedings of Directors each Director must not have more than one vote. 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.
72. 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.
73. 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.
74. 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.
75. The quorum necessary for the transaction of business at a meeting of the Board of Directors shall be 50% of the Directors or 2, whichever is the greater.
76. 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.
77. Directors shall appoint one of their number as the chairperson to facilitate meetings of the Board of Directors. The appointment of a chairperson shall be the first item of business at the meeting.
Declaration of Interest
78. Whenever a Director finds himself or herself in a situation that is reasonably likely to give rise to a Conflict of Interest, he or she must declare his or her interest to the Directors unless, or except to the extent that, the other Directors are or ought reasonably to be aware of it already.
79. If any question arises as to whether a Director has a Conflict of Interest, the question shall be decided by a majority decision of the other Directors.
80. Whenever a matter is to be discussed or decided at a meeting and a Director has a Conflict of Interest in respect of that matter then he or she must:
(a) remain only for such part of the meeting as in the view of the other Directors is necessary to inform the debate;
(b) not be counted in the quorum for that part of the meeting; and
(c) withdraw during the vote and have no vote on the matter.
81. When a Director has a Conflict of Interest which he or she has declared to the Directors, he or she shall not be in breach of his or her duties to the Company by withholding confidential information from the Company if to disclose it would result in a breach of any other duty or obligation of confidence owed by him or her.
Directors’ power to authorise a conflict of interest
82. The Directors have power to authorise a Director to be in a position of Conflict of Interest. In authorising a Conflict of Interest, the Directors can decide the manner in which the Conflict of Interest may be dealt with and, for the avoidance of doubt, they can decide that the Director with a Conflict of Interest can participate in a vote on the matter and can be counted in the quorum.
83. A Director shall not be accountable to the Co-operative for any benefit which he or she derives from any matter, or from any office, employment or position, which has been authorised by the Directors.
Remuneration and Expenses
84. Directors are entitled to such remuneration as the Directors determine. Directors may undertake any services for the Co-operative that the Directors decide:
(a) for their services to the Co-operative as Directors; and
(b) for any other service which they undertake for the Co-operative.
85. Subject to the articles, a Director's remuneration may:
(a) take any form; and
(b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that Director.
86. Unless the Directors decide otherwise, Directors' remuneration accrues from day to day.
87. Unless the Directors decide otherwise, Directors are not accountable to the Company for any remuneration which they receive as Directors or other officers or employees of the Co-operative's subsidiaries or of any other body corporate in which the Co-operative is interested.
88. 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.
Termination of a Director’s Appointment
89. A person ceases to be a Director of the Co-operative as soon as:
(a) 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;
(b) 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;
(c) 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;
(d) A bankruptcy order is made against that person;
(e) 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;
(f) 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.
90. 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.
91. 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.
92. The Co-operative shall not transfer any of its assets other than for full consideration.
93. Provided the condition specified in the Article immediately below is satisfied, the above Article shall not apply to:
(a) The transfer of assets to any specified Asset Locked Body or (with the consent of the Regulator) to any other Asset Locked Body; and
(b) The transfer of assets made for the benefit of the community other than by way of a transfer of assets to an Asset Locked Body.
94. The conditions are that the transfer of assets must comply with any restrictions on the transfer of assets for less than full consideration which may be set out elsewhere in the Memorandum and Articles of the Co-operative.
95. If the Co-operative is wound up under the Insolvency Act 1986 and all its liabilities have been satisfied then any residual assets shall be given or transferred to the Asset Locked Body specified in the Article below.
96. For the purposes of the above Article the following Asset Locked Body is specified as a potential recipient of the Co-operative’s assets under the Articles above:
Charity Registration Number (if applicable):
Company Registration Number (if applicable):
Means of Communication
97. 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.
98. 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.
99. 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.
Records and accounts
100. The Directors shall comply with the requirements of the Companies Acts as to maintaining Members’ and Directors’ registers, keeping financial records, the audit or examination of accounts and the preparation and transmission to the Registrar of Companies and the Regulator of:
(a) annual reports;
(b) annual returns; and
(c) annual statements of account.
101. The Co-operative shall ensure that minutes are kept of all:
(a) Resolutions of the Co-operative and the Directors; and
(b) Proceedings at meetings of the Co-operative and of the Board of Directors and its sub-committees which include names of the Directors present.
Indemnity and Insurance
102. 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 section 235(6) of the Companies Act 2006);
(c) Any other liability incurred by that Director as an officer of the Co-operative or an associated company.
103. 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.
104. 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 or associated company.
Exclusion of model articles
105. The relevant model articles for a company limited by guarantee are hereby expressly excluded.