Open and voluntary membership
1. Open and voluntary membership of the co-operative
1.1. The name of the co-operative is United Diversity Co-operative Limited.
1.2. The registered office of the co-operative is at 145 Edward Road, London E17 6PA.
1.3. The objects of the co-operative are to carry on any industry, business or trade in accordance with co-operative principles in order to achieve this mission: to create and share tools for self-organisation to empower people, build community and develop co-operatives;
In addition to the general co-operative aims described in 1.4, 2.1, 3.1, 4.1, 5.1, 6.1 and 7.1 below.
1.4. The co-operative has the aim of building membership within its stakeholder groups, and ensuring that its membership fully reflects the diversity of those groups and of the wider community.
1.5. Classes of membership
a) The membership of the co-operative will be made up of persons drawn from one or more categories of stakeholder, corresponding to the different type of involvement those stakeholders have with the co-operative.
b) User members, who are the main beneficiaries of the co-operative’s services, play the principal role in the direction of the co-operative. Non-user members do not have such relevant transactions with the co-operative, though they may be investors, supporters, or otherwise interested parties. They are subject to limits on their powers, as specified in 2.7, 2.8, 4.2 and 4.5 below.
c) Each class of share will be available to particular stakeholders and may have distinct rights and powers.
d) A person or organisation that has membership under more than one class will be requested to withdraw, cancel or transfer shares such that they have membership in one class only. If after three months this has not been done, the secretary may cancel the minimum number of shares necessary in order to ensure compliance.
e) Each class has a unique number, and where a person would be eligible to join in more than one class, membership will be allocated to the lowest numbered class that they are eligible for, unless the board of directors rules otherwise.
f) The user membership classes are as follows: Class number:
g) The non-user membership classes are as follows:
1.6. Applications for membership
a) The co-operative is open to applications for membership in the appropriate class without discrimination, subject to a membership policy agreed by the board. This policy will be made available to current and prospective members, and will specify:
i. the responsibilities of membership that members are expected to comply with,
ii. the application procedure, which may include a reasonable probationary period
iii. the minimum shareholding for membership in each class, which for user members must be set at between 1 and 50 shares (the application procedure may allow deferred or staged purchase of the minimum shareholding, provided at least one share is fully paid up).
iv. the transactions with the co-operative that qualify an applicant for membership in each class.
b) All user members must be aged sixteen or over. The board has the right to refuse membership where it believes there is good reason to do so.
1.7. Shares held by members
a) The maximum shareholding for any member that is not an Industrial and Provident Society is £20,000; if the law permits a higher maximum, it may be applied instead of this limit subject to a resolution to that effect being passed at a general meeting. Transferable shares may not be issued by the board unless in accordance with a resolution passed at a general meeting.
b) Within any class, shares can be issued for a special purpose and treated as separate from the main funds of the co-operative. They may have different conditions, and may attract a different rate of interest, to other shares in that class. Members may hold both special purpose and ordinary shares, with no distinction being made for the purposes of qualification, voting and limits on total shareholding.
c) Shares (other than those specified in 1.9) are par shares priced at £1, with no possibility of exceeding that value. Their value can be reduced by the board in the event that independent accountants certify that the co-operative’s liabilities, plus issued withdrawable share capital, have become more than the value of its assets; otherwise, shares will be purchased for their nominal value. Where shares have been issued for a special purpose, the liabilities and assets will be calculated for that purpose only.
d) Shares may be converted between classes on request at the discretion of the board, provided that
i. the holder of shares has completed any process specified in the membership policy (referred to in 1.6 a) for the class to which they are transferring, and
ii. there is no resulting increase in the value of the shareholding, and
iii. the conditions of any special purpose shares permit it.
e) All issues and transfers of shares are subject to the limits and regulations imposed by law; the board will obtain appropriate advice before issuing shares in order to raise capital.
f) In the event that any member has a debt owing to the co-operative, the co-operative may set off any sum standing to the member’s credit including any loan money, interest, dividends. It may also retain shares, preventing withdrawal or transfer, until the debt has been settled.
1.8. Withdrawal of shares
a) Shares carry no absolute rights of withdrawal. The board may at its sole discretion:
i. repay a fixed proportion (less than 100%, unless memberships are cancelled in accordance with 1.10 below) of all shares in a class;
ii. allow the withdrawal of shares in one or more classes on request, subject to whatever limits or period of notice the board may think prudent;
iii. permit no withdrawals (other than small sums on cancellation, as described in 1.10 c) for a fixed period of time or disallow withdrawals indefinitely.
If a member wishes to withdraw their share capital, they should notify the co-operative in writing that they would like it to purchase its shares from them, enclosing the appropriate share certificates.
b) Where withdrawals are permitted, they must take place in the order that the requests were received (allowing for any period of notice) and all members must be treated impartially.
c) Shares may be issued with conditions that further restrict withdrawal, but may not offer terms that are not permitted under these rules.
1.9. Cancellation of membership
a) Membership of the co-operative will be cancelled under the following circumstances:
i. at the discretion of the board, if the member is unable to provide evidence that they conduct (or intend to conduct within a reasonable timeframe) the transactions with the co-operative (referred to in rule 1.6 a above) that originally qualified them for membership;
ii. on receipt of a written request by a member with 50 or fewer shares for the cancellation of their own membership;
iii. if, over a period of two years, reasonable attempts to communicate with the member (including a written warning that membership may be cancelled if no response is received) elicit no response;
iv. if the member is a corporate body, and has been wound up, has gone into liquidation or has otherwise ceased to function according to its own rules; or
v. if the member is expelled. The member in question must be given written warning, and sufficient time to prepare an appeal to a general meeting. An expulsion requires a 75% vote at a general meeting, in which neither the member in question nor any member of their family may vote. Following such a vote, the expelled member may not be readmitted to any class of membership without a further resolution at a general meeting.
vi. if the member dies.
b) When a person’s membership is cancelled, withdrawable share capital with a total value of £50 or less will be immediately repaid. If the sum is larger and withdrawal according to 1.8 above is not possible, the board may transfer the shares to another class provided that
i. the membership policy (referred to in 1.6 a) and cancellation policy (1.10 a) would allow that person to become a member in that class; and
ii. there will be no resulting increase in the value of the shareholding; and
iii. the conditions of any special purpose shares permit it.
Otherwise, or if the board so chooses, they will convert the shares into loan stock with a closing date no more than two years from the date of cancellation equivalent in value to the value of the shares at the date of the cancellation of membership.
c) Members may in accordance with the law nominate an individual or individuals to whom the full value of their property in the co-operative should be transferred in the event of the co-operative receiving proof of the member’s death. If there is no nominee, then all property held by a deceased member shall be transferred to their personal representative upon request. The co-operative will also transfer property in the co-operative held by a bankrupt member to their trustee in bankruptcy upon receipt of a valid claim.
1.10. Register of members
A register of members is kept at the registered office, and will include:
a) the name and address of every member;
b) the number and class of shares held by each member;
c) any loans or other property held by members;
d) the date on which the member’s name was entered on the register, and the date on which they ceased to be members;
e) the names and addresses of directors and officers of the co-operative, the positions held by them, and the dates on which those appointments began and ended.
While a member shall be allowed at all reasonable hours to inspect their own account, information in (b) and (c) above will be kept confidential other than for administrative necessity.