Definitions

 

Address

A postal address or, for the purposes of electronic communications, a fax number, email address or telephone number for receiving text messages

AGM

An annual general meeting of the company members

Asset locked body

A community interest company, charity or Scottish charity or body established outside Great Britain that is equivalent to any of those persons

Auditor

Means a person eligible for appointment as a company auditor under section 25 of the Companies Act 1989

Beneficiaries

Employees of the Company (as defined below) or other people with disabilities or other severe disadvantage in finding employment , also the parents or other relative providing care at home for such people, or any other advocate or representative organisation appointed by them and acting on their behalf; or any other public or voluntary sector bodies actively providing support for people with disabilities or other severe disadvantage in finding employment

Board meeting

Includes, except where inconsistent with any legal obligation a physical meeting, a meeting held by electronic means and a meeting held by telephone

Cash

Includes cheques, electronic fund transfers, IOUs, promissory notes and money orders.

Chairperson

A Director holding such office appointed under these articles

Charity

(except in the phrase Scottish Charity) the meaning given by section 1 of the Charities Act 2011

Clear days

In relation to the period of a notice, that period excluding the day when the notice is give or deemed to be given and the day for which it is given or on which it is to take effect.

Committee

Shall mean a management committee as provided for in rules ……

Committee member

Shall include any person, whether a member of the C0-operative/enterprise/company or not, who is elected, appointed, or co-opted to serve on the committee

Co-operative Principles

Refers to the Co-operative principles and values adopted at the Centennial Congress of the International Co-operative Alliance on 23rd September 1995, a copy of which are appended to these rules

Or

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 company/society 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

EGM

An extraordinary general meeting of the company members

Electronic communication

The meaning given in the Electronic communication Act 2000

Electronic means

Shall include email, video links and secure authenticated website transactions

Electronic means

Shall include for example, email, video links and secure authenticated website transactions

Employee

Means anyone holding a contract of employment with the company to perform at least xxx hours of work per week/ month for the company

Or

Means anyone holding a contract of employment with the society/company

Europe

Means all the countries in the European Union

Extraordinary Resolution

Means, unless the context requires otherwise, those decisions requiring an extraordinary resolution as detailed under “resolutions” in these rules

Founder member

Means a subscriber to these rules for the purposes of registration.

General meeting

Shall mean any meeting of the Co-operative convened under rule….

Holder

In relation to any shares, the Member whose name is entered in the Company’s register of members as the holder of those shares.

In writing

Written or transmitted writing including by electronic communication

Member

Has the meaning as detailed under “membership” in these rules

Office Holder

Means a receiver, administrative receiver, liquidator, provisional liquidator or administrator of a member or all or substantially all of the members assets

Officer

Has the meaning as detailed under Officers in these rules

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

Remuneration

Any reasonable payment or benefit received, or to be received , by a director or employee of the company in consideration for that director’s or employee’s services to the Company, and any arrangement in connection with the payment of a pension, allowance or gratuity to or in respect of any person who is to be, is or has been a Director or employee of the Company or any of its predecessors in business

Reserves

Exclude the current year’s profit and loss account

Secretary

Means anyone appointed to perform the duties of Company Secretary

Social Audit

Means an annual procedure to plan, monitor and evaluate the activities of the company in the context of its stated social purpose and values

Special resolution

A resolution which must be passed by a 75% of company members present and voting at an AGM or EGM

Surpluses

Shall mean any money remaining after the co-operative/enterprise/company current expenses and obligations have been provided for and adequate allowance has been made for the Co-operative’s reasonably foreseeable future requirements

The 1965 Act

Refers to the Industrial and Provident Societies Act 1965, or any Acts or Acts amending or in substitution for the 1965 Act for the time being in force

The 1968 Act

Refers to the Friendly and Industrial Provident Society Act 1968

The Act

The companies Act 2006

The Board of Directors

Mean all those people appointed to perform the duties of the Directors of the company

The Board of Directors or Board

Means all those persons appointed to perform the duties of directors of the society/company

The Registrar

Shall mean the Financial Conduct Authority (which under the provisions of the 1965 Act is the registrar of co-operatives and community benefit societies) or any statutory successor body

 

Or

 

Means the Financial Services Authority (FSA) or any body that succeeds its function

 

Transferable

Means shares with the associated right for the member to withdraw and receive in return the value of their shares from society

Transferable

Means shares that are transferable to another person who also qualifies for membership of the co-operative/company in accordance with these rules

User of Services

Means anyone engaged in or benefiting from any of the activities of the company

User of the services

Means any person engaged in or benefiting from the any of the activities of the company

Volunteer

Means anyone who has been accepted by the Board of Directors to become a registered volunteer of the company

Withdrawable

Means shares with the Associated right for the member to withdraw and receive in return the value of their shares from the society/company in accordance with the provision of these rules

Writing

Means the representation or reproduction of words, symbols or other information in a visible form by any other method or combination of methods, whether sent or supplied in electronic form or otherwise.