Obligations of Shareholders
C1 All Shareholders agree to be bound by the obligations on them as set out in these Rules. When acting as Shareholder they shall act, at all times in the interests of the Association and for the benefit of the community, as guardians of the objects of the Association.
Nature of shares
C2 The Association’s share capital shall be raised by the issue of shares. Each share has the nominal value of one pound which shall carry no right to interest, dividend or bonus. Shares shall be non-with drawable and subject to rule C3 below, non transferable.
C3 Only shares held by the nominee of an unincorporated body (alone or jointly with other nominees) can be transferred and only to a new nominee of that unincorporated body (alone or jointly with other nominees).
C4 When a Shareholder ceases to be a Shareholder or is expelled from the Association, his or her share shall be cancelled. The amount paid up on that share shall become the property of the Association.
Nature of Shareholders
C5 A Shareholder of the Association is a person or body whose name and address is entered in the Register of Shareholders.
C6 The following cannot be Shareholders:
C6.1 a minor (a person under the age of 16 years);
C6.2 a person who has been expelled as a Shareholder, unless authorised by special resolution at a General Meeting;
C6.3 an employee of the Association or an employee of any other Group Member;
C6.4 a person who has been removed by the Board in accordance with rule D8;
C6.5 a person in respect of whom a registered medical practitioner who is treating that person gives a written opinion to the Association stating that the person has become physically or mentally incapable of exercising their rights as a Shareholder and may remain so for more than three months.
C7 A Shareholder can be the nominee of an unincorporated body. In such cases the register shall contain the name and address of the Shareholder and shall designate the Shareholder as the nominee of a named unincorporated body. The address of the unincorporated body shall also be entered in the register if it differs from the address of the Shareholder nominee.
C8 A corporate body can be a Shareholder. It can appoint an individual to exercise its rights at General Meetings. Any such appointment shall be in writing, and given to the Secretary.
C9 No Shareholder shall hold more than one share and each share shall carry only one vote.
C10 A share cannot be held jointly unless by nominees of an unincorporated body.
Admission of Shareholders
C11 The Board shall set, review and publish its policies and objectives for admitting new Shareholders. The Board shall only admit new Shareholders in accordance with such policies.
C12 An applicant for a share shall apply in writing to the Association’s registered office:
C12.1 setting out their reasons for applying and how they meet any criteria set by the Association’s policies under rule C11; and
C12.2 pay the sum of one pound (which shall be returned to them if the application is not approved).
C13 Every application shall be considered by the Board in accordance with rule C11. The Board has the power in its absolute discretion to accept or reject the application. If the application is approved, the name of the applicant and the other necessary particulars shall be entered in the register of Shareholders. One share in the Association shall be issued to the applicant.
Ending of shareholding
C14 A Shareholder shall immediately cease to be a Shareholder if: C14.1 they die; or
C14.2 they are expelled under rule C15; or
C14.3 they withdraw from the Association by giving notice to the Secretary, which shall be effective on receipt, unless they are one of the last three remaining Shareholders, in which case they must provide at least one month’s written notice of the withdrawal to the Secretary; or
C14.4 they do not attend in person or appoint a proxy in respect of, nor deliver written apologies in advance for two consecutive annual General Meetings of the Association; or
C14.5 in the case of a body corporate it ceases to be a body corporate; or
C14.6 in the case of the nominee of an unincorporated body, they transfer their share to another nominee of that body; or
C14.7 they cease to be eligible to be a Shareholder under rule C6; or
C14.8 having been a Board Member or a member of a committee, they cease to be a Board Member or member of a committee (unless the Board in its absolute discretion resolves that they shall remain as a Shareholder); or
C14.9 they are a Resident and in the opinion of the Board are in material or serious breach of their tenancy agreement or lease or are subject to a possession order or are in breach of a suspended possession order, or are subject to any of the following types of court order: anti-social behaviour order, anti- social behaviour injunction, demoted tenancy, or closure order; or
Annual General Meeting
C16 The Association shall hold a General Meeting called the annual General Meeting within six calendar months after the close of each of its financial years or such later date as may be permitted by law.
C17 The functions of the annual General Meeting shall be:
C17.1 to receive the annual report which shall contain:
- the revenue accounts and balance sheets for the last accounting period;
- the auditor’s report (if one is required by law) on those accounts and balance sheets;
- the Board’s report on the affairs of the Association;
C17.2 subject to rules F3 and F4, to appoint the auditor (if one is required by law); C17.3 to elect (or re-elect) Board Members if applicable;
C17.4 to transact any other general business of the Association set out in the notice convening the meeting including any business that requires a Special Resolution.
Special General Meetings
C18 All General Meetings other than annual General Meetings shall be special General Meetings and shall be convened either:
C18.1 upon an order of the Board; or
C18.2 upon a written requisition signed by one-tenth of the Shareholders (to a maximum of twenty-five but not less than three) stating the business for which the meeting is to be convened; or
C18.3 if within twenty-eight days after delivery of a requisition to the Secretary a meeting is not convened, the Shareholders who have signed the requisition may convene a meeting.
C19 A special General Meeting shall not transact any business that is not set out in the notice convening the meeting.
Calling a General Meeting
C20 Subject to rule C22, all General Meetings shall be convened by at least fourteen Clear Days’ written notice posted or delivered by hand or sent by Electronic Communication to every Shareholder at the address or Electronic Communication address given in the share register. The notice shall state whether the meeting is an annual General Meeting or special General Meeting, the time, date and place of the meeting, and the business for which it is convened.
C21 Any accidental failure to get any notice to any Shareholder shall not invalidate the proceedings at that General Meeting. A notice or communication delivered by hand or sent by post to a Shareholder at their address or Electronic Communication address shown in the register of Shareholders shall be deemed to have arrived as specified in rule G15.14.
C22 Seventy-five per cent of Shareholders may agree, by consenting in writing or by confirming through Electronic Communication, to a General Meeting being held with less notice than required by rule C20.
Proceedings at General Meetings
C23 Before any General Meeting can start its business there must be a quorum present. A quorum is one-tenth of all Shareholders, with a minimum number of five and a maximum number of 25. As part of the quorum at least two Shareholders must be present. General Meetings can take place in any manner and through any medium which permits those attending to hear and comment on the proceedings. Any person who attends in this manner will be deemed to be present at the General Meeting whether or not all are assembled in one place.
C24 A meeting held as a result of a Shareholder requisition will be dissolved if too few Shareholders are present half an hour after the meeting is scheduled to begin.
C25 All other General Meetings with too few Shareholders will be adjourned to the same day, at the same time and at the registered office in the following week. If less than the number of Shareholders set out in rule C23 are present within half an hour of the time the adjourned meeting is scheduled to have started, those Shareholders present shall carry out the business of the meeting.
C26 The Chair of any General Meeting can:
C26.1 take the business of the meeting in any order that the Chair may decide; and
C26.2 adjourn the meeting if the majority of the Shareholders present in person or by proxy agree. An adjourned meeting can only deal with matters adjourned from the original meeting. An adjourned meeting is a continuation of the original meeting. The date of all resolutions passed is the date they were passed (as opposed to the date of the original meeting). There is no need to give notice of an adjournment or to give notice of the business to be transacted;
C26.3 with or without the agreement of the Shareholders, adjourn the meeting where, in the Chair’s opinion, the conduct of one or more of those present has become too unruly to permit an orderly meeting to continue.
C27 At all General Meetings of the Association the Chair of the Board shall preside. If there is no such Chair or if the Chair is not present or is unwilling or unable to act, the vice Chair (if any) shall chair the meeting, failing which the Shareholders present shall elect a Shareholder to chair the meeting. The person elected shall be a Board Member if one is present and willing to act.
C28 Any Shareholder entitled to attend and vote at a General Meeting may appoint another person, whether or not a Shareholder, as their proxy to attend and vote on their behalf. A proxy can be appointed by delivering a written appointment, which may be by way of Electronic Communication, to the registered office, or such other place as may be selected by the Board and stated in the meeting notice, at least 48 hours before the date of the meeting at which the proxy is authorised to vote. It must be signed or confirmed by Electronic Communication and sent by the Shareholder or a duly authorised attorney. Any proxy form delivered late shall be invalid. Any question as to the validity of a proxy shall be determined by the chair of the meeting whose decision shall be final.
C29 Subject to the provisions of these Rules or of any statute, a resolution put to the vote at a General Meeting shall, except where a ballot is demanded or directed, be decided upon a show of hands.
C30 On a show of hands every Shareholder present in person and on a ballot every Shareholder present in person or by proxy shall have one vote. In the case of an equality of votes the chair of the meeting shall have a second or casting vote.
C31 Unless a ballot is demanded (either before or immediately after the vote), a declaration by the chair of the meeting that a resolution on a show of hands has been carried or lost, unanimously or by a particular majority, is conclusive. An entry made to that effect in the book containing the minutes of the proceedings of the Association shall be conclusive evidence of that fact.
C32 Any question as to the acceptability of any vote whether tendered personally or by proxy, shall be determined by the chair of the meeting, whose decision shall be final.
C33 A ballot on a resolution may be demanded by any three Shareholders at a meeting (in person or by proxy) or directed by the chair of the meeting (and such demand or direction may be withdrawn). A ballot may be demanded or directed after a vote on the show of hands, and in that case the resolution shall be decided by the ballot.
C34 A ballot shall be taken at such time and in such manner as the chair of the meeting shall direct. The result of such a ballot shall be deemed to be the resolution of the Association in General Meeting.
C35 Subject to the Act a resolution in writing signed or confirmed by letter or by Electronic Communication by or on behalf of the requisite majority of the Shareholders, for the time being, entitled to vote on the relevant resolution shall be as valid and effective as a resolution passed at a properly c ailed and constituted meeting of Shareholders provided that a copy of the proposed resolution has been delivered in accordance with these Rules to all Shareholders and the requisite majority of Shareholders referred to in rule C36 has delivered their agreement in accordance with these Rules. Such resolution when signed or approved may comprise more than one document in the same form, each signed or approved, by one or more Shareholders.
C36 For the purposes of ruleC35 the requisite majorities are:
- in the case of an ordinary resolution, a simple majority of Shareholders who would have been entitled to vote had the resolution been proposed at a properly called and constituted General Meeting;
- in the case of a resolution requiring a two-thirds majority of Shareholders, at least two-thirds of the Shareholders who would have been entitled to vote had the resolution been proposed at a properly called and constituted General Meeting; or
- in the case of a resolution requiring a three-quarters majority of Shareholders, at least three-quarters of the Shareholders who would have been entitled to vote had the resolution been proposed at a properly called and constituted General Meeting.
Representatives and nominees
C37 Under the provisions of these Rules (including rules A3, A4, C2 and C4) no Shareholder is entitled to property of the Association in that capacity, and in the event of the death a person shall cease to be a Shareholder, their share shall be cancelled and the amount paid up on that share shall become the property of the Association. The following make provisions for representatives and nominees taking into account the provisions of these Rules:
C37.1 The Act provides that a Shareholder may nominate a person or persons to whom property in the Association at the time of his/ her death shall be transferred. As any such share will have been cancelled, no person so nominated under the Act shall be entitled to any property of that Shareholder on their death.
C37.2 No property shall be capable of transfer to any personal representative of a deceased Shareholder.
C38 Upon a claim being made by a trustee in bankruptcy of a bankrupt Shareholder to the share held by that Shareholder, the Association shall transfer such share to which the trustee in bankruptcy is entitled and as the trustee in bankruptcy may direct them.
A PDF copy of the full Co-Ownership Rules can be found by clicking here.