Community Co-op - constitutional concerns
I was a founder member and director of an ICOM Community Co-op that was formed in conjunction with the local authority CDA in the mid-late 90s. The purpose of the Co-op was to operate a vacant community centre in the best interest of the local community. The Co-op has survived pretty well and developed into a well loved centre focused mainly on art activities - that is until recently.. ..the issuing of a section 114 notice by the local authority has brought matters to a head.
The new management committee have looked closely at the constitution and decided that they are dealing with a company limited by guarantee and got very defensive last year at the AGM when I advised them otherwise. There was no register of members last year - but I appear in the articles of association as a founder director and thus member. They decided that I was a trouble maker and refused to allow me to vote..
Since last year they have recruited members but still maintain that they are first and foremost a company limited by guarantee and will have no truck with the co-op nonsense.
Any suggestions would be welcome!
Ian
PS a fresh faced new member via Solid Fund through New Lucas Plan.. ..but with long time involvement with various bits of the UK co-op movement.
Dave Hollings Fri 7 Jun 2024 9:18AM
It should be pretty straightforward, assuming that you have the correct name of the society, to find your on-line file on the Mutual Societies Register at the FCA which says you are a Society and the stub on the Companies House website which refers people to the Mutual Societies Register because it is not a company.
You can also check when was the last time that the accounts and Annual Return were properly submitted to the FCA. Either they sent them there if recent accounts are on line (in which case why did they not send them to Companies House) or you should raise this with the accountants (who are meant to be the watchdog for the members) if there are no recent accounts submitted. You can also point out that if the accounts and annual returns are not submitted to the FCA for a number of years then the FCA will cancel their registration and they will no longer be incorporated.
A helpful suggestion is also to make sure that you get your own language right. A Society does not have memorandum and articles of association (only companies have those). A Society has Rules. Using the wrong terms yourself helps them maintain their confusion.
Thanks
Dave
Andrew Woodcock Fri 7 Jun 2024 9:32AM
Hi Ian, long time no see, I would support what Dave says, hope Nottingham is still treating you well
![BS](/rails/active_storage/representations/redirect/eyJfcmFpbHMiOnsibWVzc2FnZSI6IkJBaHBBd2NLQ2c9PSIsImV4cCI6bnVsbCwicHVyIjoiYmxvYl9pZCJ9fQ==--7d88e7abc0c004ffe1ab764cc8ef8695f9c58427/eyJfcmFpbHMiOnsibWVzc2FnZSI6IkJBaDdDRG9MWm05eWJXRjBTU0lKYW5CbFp3WTZCa1ZVT2hSeVpYTnBlbVZmZEc5ZmJHbHRhWFJiQjJrQmdHa0JnRG9LYzJGMlpYSjdCem9NY1hWaGJHbDBlV2xWT2dwemRISnBjRlE9IiwiZXhwIjpudWxsLCJwdXIiOiJ2YXJpYXRpb24ifX0=--e579049eb7f20fc1070cc24f3215f2949d184302/NightHackingEdit.jpg%3F1474862005)
Billy Smith Fri 7 Jun 2024 9:40AM
It'll also be worth checking here: https://find-and-update.company-information.service.gov.uk/
This is the online version of the Companies House register.
The Mutuals register at the FCA can be found here: https://mutuals.fca.org.uk/
One issue that may also crop up, is that mutuals can own other legal structures, in the same way that charities can have a main legal structure that is the charity, but has a trading subsidiary that is wholly-owned by the charity. As charities are not allowed to perform commercial trading, this is one method used to allow trading at arms length.
It might be that someone from the co-operative set this up, so you'll need to check the dates of incorporation for all of these structures, as well as checking whether the rules of the co-operative were followed in setting this up. ( If anything like this was done, of course... :D )
I heard about some of this behaviour during the New Labour years, when people from co-op's were told that they weren't really the sort of organisation that New Labour were interested in.
This is also something that some of the Co-operative Party MP's would be interested in.
While they are part of the Labour Party alliance, some members are more equal than others... :D
Luck to you. :D
![SWS](/rails/active_storage/representations/redirect/eyJfcmFpbHMiOnsibWVzc2FnZSI6IkJBaHBBMEMvQ1E9PSIsImV4cCI6bnVsbCwicHVyIjoiYmxvYl9pZCJ9fQ==--687a6ca501bd1250a234818b1d4e875cca3f76fd/eyJfcmFpbHMiOnsibWVzc2FnZSI6IkJBaDdDRG9MWm05eWJXRjBTU0lKYW5CbFp3WTZCa1ZVT2hSeVpYTnBlbVZmZEc5ZmJHbHRhWFJiQjJrQmdHa0JnRG9LYzJGMlpYSjdCem9NY1hWaGJHbDBlV2xWT2dwemRISnBjRlE9IiwiZXhwIjpudWxsLCJwdXIiOiJ2YXJpYXRpb24ifX0=--e579049eb7f20fc1070cc24f3215f2949d184302/Brent-20130505-00150.jpg%3F1404825113)
Sion Whellens (Principle Six/Calverts) Sun 9 Jun 2024 6:00PM
What they said. It may be a CLG with co-op articles, in which case you can check them at companies house.
Mark Simmonds (Co-op Culture) · Fri 7 Jun 2024 9:15AM
Hi Ian. It's highly likely that they are a company limited by guarantee and a co-operative. I was a member of several co-operative companies established by Nottingham CDA. A quick look at the articles will reveal all.