Administrative Arrangements

Taken from the 2017 Primary Rules

The text below is taken from the Bristol Cable's Primary Rules, which is the legal constitution of the co-op. Read the entire Primary Rules in full.

Means of Communication

101. A Member may provide their consent to receive communications from the Society by Electronic Means.

102. A notice sent to a Director’s Address shall be deemed to have been duly served 48 hours after its posting. A Director may agree with the Society that notices or Documents sent to her/him in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

Seal

103. If the Society has a seal, it shall only be used by the authority of the Board of Directors acting on behalf of the Society. Every instrument to which the seal shall be attached shall be signed by a Director and countersigned by a second Director or the Secretary.

Registers

104. The Board of Directors shall ensure accurate registers are maintained which shall include a register of Members, a register of Directors and a register of Officers.

Register of Members

105. The Board shall ensure that the register is maintained in accordance with the Act and that the particulars required by the Act are available for inspection and accessible without the need to disclose other particulars contained in the register.

Register of Directors and Officers

106. The Society shall maintain a register of Directors and Officers which shall include the following particulars:

(a) Name of the Director;

(b) Address of the Director;

(c) The date on which they assumed office;

(d) The date on which they vacated office; and

(e) The position held by a Director if s/he is also an Officer and the date on which the Director assumed and vacated his/her Officer position.

Amendments to Rules

107. Any of these Rules may be rescinded or amended or a new rule made by Extraordinary Resolution at a general meeting of which 14 Clear Days’ notice has been given, such notice to include details of the change(s) to be proposed at that meeting. No amendment of Rules is valid until registered by the Registrar. When submitting the rule amendments for registration, the Secretary may at their sole discretion accept any alterations required or suggested by the Registrar without reference back to a further general meeting of the Society.

Copies of the Society's Rules

108. A copy of these Rules and any amendments made to them shall be given free of charge to every Member upon admission to membership and shall be provided to any other Person on demand and on payment of the statutory fee chargeable for the time being in force.

Minutes

109. The Society shall ensure that minutes are kept of all:

(a) Proceedings at general meetings of the Society; and

(b) Proceedings at meetings of the Board of Directors and its sub-committees which include names of the Directors present, decisions made and the reasons for those decisions.

Annual Return

110. Every year and within the period prescribed by the Act, the Secretary shall send the annual return in the prescribed form to the Registrar. The annual return shall be accompanied by:

(a) A copy of the Auditor’s report on the Society's accounts for the period covered by the annual return or a copy of such other report (if any) as is required by statute for such a period; and

(b) A copy of each balance sheet made during that period and report of the Auditor or other appropriate person as required by statute on that balance sheet.

111. The Society shall on demand supply free of charge to any Member or any person with an interest in the funds of the Society a copy of the latest annual return together with a copy of the Auditor's report on the accounts and balance sheet contained in the annual return and the Auditor’s Report (if any).

112. The Society shall at all times keep a copy of the latest balance sheet of the Society together with a copy of the corresponding Auditor's report (if any) hung up in a conspicuous place at the registered office and displayed on the Society's website (if any).

Audit

113. Subject to section 4A of the Friendly and Industrial and Provident Societies Act 1968, the Society has resolved by extraordinary resolution at the 2016 Annual General Meeting to disapply section 4 of the Friendly and Industrial and Provident Societies Act 1968.

114. The members shall vote annually, as allowed by the Act, at the Annual General Meeting, to have when necessary in law, or where the membership requires, an audit carried out by a registered auditor, or an audit carried out by two or more lay auditors, or a report carried out by a registered auditor, or unaudited accounts, where the conditions for such exist. If a full audit or a report is required, a person who is a qualified auditor under section 36 of the Friendly Societies Act 1974, shall be appointed. The qualified or lay auditors, if so appointed, shall not be officers or servants of the society and nor shall they be partners of, or in the employment of, or employ, an officer or servant of the society. Lay auditors shall be chosen by the Committee of Management from the general membership and/or others. If the membership vote for unaudited accounts, the board shall commission an independent external examination of the accounts prepared by the society’s accountant.An income/expenditure report will be prepared to present to the society’s members at each Annual General Meeting

115. The following persons shall not be appointed as Auditor of the Society:

(a) An Officer or Employee of the Society;

(b) A person who is a partner or employee of, or who employs an, Officer of the Society.

116. The Board may appoint an Auditor to fill a casual vacancy occurring between general meetings.

117. An Auditor for the preceding financial year shall be reappointed as Auditor of the Society for the current financial year unless:

(a) A decision has been made by the Board to appoint a different Auditor or expressly decided that s/he shall not be reappointed; or

(b) S/he has given notice in writing to the Secretary of her/his unwillingness to be reappointed; or

(c) S/he is ineligible for appointment as Auditor of the Society for the current financial year; or

(d) S/he has ceased to act as Auditor of the Society by reason of incapacity.

118. Any ordinary resolution of a general meeting of the Society either to remove an Auditor from office or to appoint another person as Auditor shall not be effective unless notice of the proposed resolution has been given to the Society at least 28 days prior to the meeting at which the resolution is to be considered. At least 14 days' notice of such resolution must then be given to Members of the Society in the manner prescribed in these Rules and in Writing to the Auditor(s).

Social Accounting and Reporting

119. In addition to any financial accounts required by the Act, the Members may resolve to undertake an account of the activities of the Society which will endeavour to measure its social and environmental performance using whatever methodology the Members deem appropriate. Following the completion of such an account the Society shall report any findings to its Members and other stakeholders.

Indemnity and Insurance

120. Subject to the following rule, any Director or former Director of the Society may be indemnified out of the Society’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 Society;

(b) Any liability incurred by that Director in connection with the activities of the Society in its capacity as a trustee of an occupational pension scheme;

(c) Any other liability incurred by that Director as an Officer of the Society.

121. The above rule does not authorise any indemnity which would be prohibited or rendered void by any provision of law.

122. The Directors may decide to purchase and maintain insurance, at the expense of the Society, for the benefit of any Director or former Director of the Society 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 Society or any pension fund or employees’ share scheme of the Society.