Articles of Association of Bridge Rectifier Ltd

being a not for profit co-operative company limited by guarantee

Defined terms

1. In the articles, unless the context requires otherwise "The act" means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company; "articles" means the company's articles of association;
"bankruptcy" includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
"the board of directors" or "board" means all those persons appointed or delegated to perform the duties of directors of the co-operative;
"Companies Acts" means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;
"consensus" means a decision made to which all parties explicitly agree to being implemented.
"the co-operative" means the above named company;
"The Co-operative Principles" means the principles as defined from time to time by the International Co-operative Alliance and contained in their Statement of Cooperative Identity. These are reproduced in Annexe A;
"The Co-operative Values" means the values as defined from time to time by the International Co-operative Alliance and contained in their Statement of Cooperative Identity. These are reproduced in Annexe A;
"director" means a director of the co-operative;
"facilitator" has the meaning given in article 13 ;
"member" has the meaning given in section 112 of the Companies Act 2006;
"ordinary resolution" has the meaning given in section 281 of the Companies Act 2006.
"participate", in relation to a directors' meeting, has the meaning given in article 11;
"proxy notice" has the meaning given in article 30;
"special resolution" is a resolution passed at a meeting or as a written resolution and the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and requires a 75% majority of those members present and eligible to vote. In any vote on a special resolution each member shall have one vote.

Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the co-operative.

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Objects

Objects for which the co-operative is established

The objects for which the co-operative is established are:.

(a) to promote and encourage technical, scientific, and artistic skills through social collaboration and education; and

(b) to provide and maintain shared community workspace and equipment in Calderdale.

(c) To abide by and implement the co-operative values and the co-operative principles; support and encourage the growth of the co-operative movement; promote the co-operative principles, enterprises and activities. To encourage equality and democratic control over the workplace.

(d) To advance the education of its members in co-operative principles and practice, and to promote the physical, emotional and mental well-being of employees of the co-operative and its subsidiaries by providing employment which is satisfying, safe and useful.

(e) To have regard to promoting the physical emotional and mental well-being of the community generally, including those persons who, as customers or suppliers of the co-operative, as residents residing in the area where the cooperative is trading, or as employees in other enterprises engaged in similar trading, may be affected by the co-operative's activities.

(f) To carry on any trade or business whatever which can in the opinion of the directors of the co-operative be advantageously carried on in connection with or ancillary to any of the objects and activities of the co-operative.

(g) To do all such other activities, enterprises, projects or ventures which can, in the opinion of the directors of the co-operative, be deemed incidental or conducive (either directly or indirectly) to the attainment of the objects of the co-operative or any of them.

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Income and property

Shall be applied solely towards

The income and property of the co-operative however derived shall be applied solely towards the promotion of the objects of the co-operative as set out herein and no portion shall be paid or transferred directly or indirectly to the members of the co-operative except by way of payment in good faith to any member of the co-operative in return for services actually rendered to the cooperative, of reasonable wages, bonuses and repayments of expenses, interest on money lent or reasonable rent on premises demised or let to the co-operative. Interest paid by the co-operative on money borrowed from members shall not exceed such rate as is necessary to attract and retain the capital required to further the co-operative's objects.

Section 22 of the Act

This article is entrenched in accordance with section 22 of the Act and any alteration to the article requires the approval of 100% of the members.

Application of surplus

Profit

The profit of the co-op shall be applied as follows, in such proportion and in such manner as the General Meeting shall decide from time to time:

(a) To a general reserve for the continuation and development of the cooperative;

(b) To make payments for social, co-operative, community or charitable objects.

Section 22 of the Act

This article is entrenched in accordance with section 22 of the Act and any alteration to the article requires the approval of 100% of the members.

Dissolution

In the event of wind up or dissolution

In the event of wind up or dissolution of the co-operative the liquidator shall, according to the law, use the assets of the co-operative to satisfy its debts and liabilities. Any balance of assets remaining must not be distributed among the members of the co-operative but shall be transferred by the liquidator to one or several of the following:

(a) A co-operative or common ownership enterprise having aims similar or compatible to those of the co-operative, and which shall prohibit the distribution of its income among its membership to an extent at least as great as is imposed on the co-operative under Article 2;

(b) A fund maintained for the benefit or promotion of common ownership enterprises;

(c) A charity or charities having aims similar or compatible to those of the cooperative in such a manner as the members decide at or before the time of winding up or dissolution.

Section 22 of the Act

This article is entrenched in accordance with section 22 of the Act and any alteration to the article requires the approval of 100% of the members.

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Membership

The first Members

The first Members of the Co-operative will be the subscribers to the memorandum of association of the Co-operative.

Admit to membership

The Co-operative may admit to membership any individual, unincorporated body, firm, partnership or corporate body that has paid or agreed to pay any subscription or other sum due in respect of membership and meets one of the criteria below.

User Members

Any natural person, unincorporated body, firm, partnership or corporate body that uses the services of the Co-operative.

Co-operative Principle

In accordance with the Co‑operative Principle of voluntary and open membership, whilst the Co‑operative shall undertake to encourage its Employees, Users and Supporters to become Members, membership must be voluntary and as a result cannot be a condition of employment.

Applications for Membership

(a) No natural person shall be admitted into membership of the Co‑operative unless they have attained the age of 16. All those wishing to become a Member must support the aims of the Co‑operative and applications for membership shall be in a form approved by the Directors and the Directors shall approve each application.

(b) A corporate body which is a Member shall by resolution of its governing body appoint a representative who may during the continuance of her/his appointment be entitled to exercise all such rights and powers as the corporate body would exercise if it were an individual person. Each such corporate body Member shall supply notification in Writing to the Co-operative of its choice of representative.

Member Commitment

(a) All Members agree to attend general meetings and take an active interest in the operation and development of the Co‑operative and its business. Members have a duty to respect the confidential nature of the business decisions of the Co‑operative.

(b) In accordance with the Co‑operative Principle of education, training and information, the Co‑operative shall provide potential Members with information about what the role of a Member is within the Co‑operative and will provide training in the skills required to be a Member and to participate in the operation of the Co‑operative.

(c) The Co‑operative shall provide ongoing education and training in co-operative values and Co-operative Principles and associated topics. The Co-operative shall support its Members by ensuring that meetings are accessible and encourage participation.

Termination of Membership

A Member shall cease to be a Member of the Co­‑operative immediately that they:

(a) Cease to meet the Co‑operative’s criteria for membership; or

(b) Fail in the opinion of the Board of Directors unreasonably to pay any fee or other monies due to the Co-operative; or

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(c) Resign in Writing as a Member of the Co-operative to the Secretary; or

(d) Are expelled from membership in accordance with these Articles; or

(e) Dies, or in the opinion of the Board are unable to carry out their duties, is wound up or goes into liquidation.

Not transferable or transmissible

The rights and privileges of a Member shall not be transferable or transmissible.

A Member may be expelled from membership

A Member may be expelled from membership by a resolution of the Co-operative stating that it is in the best interests of the Co-operative that her/his/its membership is terminated. A resolution to remove a Member from membership may only be passed if:

(a) The Member has been given at least 21 days’ notice in Writing of the general meeting at which the resolution to expel them will be proposed and the reasons why it is to be proposed; and

(b) The Member or, at the option of the Member, an individual who is there to represent them (who need not be a Member of the Co-operative) has been allowed to make representations to the general meeting.

Section 22 of the Act

This article is entrenched in accordance with section 22 of the Act and any alteration to the article requires the approval of 100% of the members.

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Liability of members

The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the co-operative in the event of its being wound up while she or he is a member or within one year after she or he ceases to be a member, for:

(a) payment of the co-operative's debts and liabilities contracted before she or he ceases to be a member,

(b) payment of the costs, charges and expenses of winding up, and

(c) adjustment of the rights of the contributories among themselves.

Directors' general authority

Subject to the articles, the directors are responsible for the management of the co-operative's business, for which purpose they may exercise all the powers of the co-operative.

Special resolution

The members may, by special resolution at a general meeting direct the directors to take, or refrain from taking, specified action.

Before the passing of the resolution

No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Section 22 of the Act

This article is entrenched in accordance with section 22 of the Act and any alteration to the article requires the approval of 100% of the members.

Delegation by Directors

Subject to the articles, the directors may delegate

Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles;

(a) to such person or committee;

(b) by such means (including by power of attorney);

(c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions; as they think fit.

Any such delegation may authorise further delegation

If the directors so specify, any such delegation may authorise further delegation of the directors' powers by any person to whom they are delegated.

The directors may revoke any delegation

The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Sub-committees

Must follow procedures

Sub-committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.

Directors may make rules of procedure

The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

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Directors' decision-making

Any director may call a directors' meeting

Any director may call a directors' meeting by giving notice of the meeting to the directors.

Notice of any directors' meeting

Notice of any directors' meeting must indicate:

(a) its proposed date and time;

(b) where it is to take place; and

(c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

Taken by consensus

Any decision of the directors must be taken by consensus.

May take the form of a resolution in writing

Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.

Exact procedures

Exact procedures for reaching consensus shall be decided from time to time by the directors or by a decision of the co-operative in general meeting.

Option of taking a vote

When deciding procedures for reaching consensus the directors may include an option of taking a vote in case of directors' inability to reach any decision by consensus.

Notice

Notice of a directors' meeting must be given to each director, but need not be in writing.

Participation in directors' meetings

Subject to the articles, directors participate in a directors' meeting

Subject to the articles, directors participate in a directors' meeting, or part of a directors' meeting, when

(a) the meeting has been called and takes place in accordance with the articles, and

(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

Determining whether directors are participating in a directors' meeting

In determining whether directors are participating in a directors' meeting, it is irrelevant where any director is or how they communicate with each other.

If all the directors participating in a meeting are not in the same place

If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

Quorum for directors' meetings

Unless a quorum is participating, no proposal is to be decided on

At a directors' meeting, unless a quorum is participating, no proposal is to be decided on, except a proposal to call another meeting.

Quorum for directors' meetings may be fixed from time to time

The quorum for directors' meetings may be fixed from time to time by a decision of the co-operative in general meeting, but it must never be less than 50% of the directors or two, whichever is greater.

If the total number of directors for the time being is less than the two

If the total number of directors for the time being is less than the two, the directors must not take any decision other than a decision to call a general meeting so as to enable the members to appoint further directors.

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Facilitation of directors' meetings

Directors may appoint a member

The directors may appoint a member to facilitate their meetings.

Facilitator

The person so appointed for the time being is known as the facilitator.

Directors may terminate the facilitator's appointment

The directors may terminate the facilitator's appointment at any time.

Directors may appoint one of themselves to facilitate

If the facilitator is not participating in a directors' meeting within ten minutes of the time at which it was to start, the participating directors may appoint one of themselves to facilitate it.

Conflicts of interest

If a proposed decision of the directors is concerned with an actual or proposed transaction

If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the co-operative in which a director is interested, that director is not to be counted as participating in that part of the meeting for quorum or decision making purposes.

But if paragraph (3) applies

But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with the co-operative is to be counted as participating in the decision making process for quorum and decision making purposes.

This paragraph applies when:

(a) the board decides to disapply the provision of the articles which would otherwise prevent a director from being counted as participating in the decision making process;

(b) the director's interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or

(c) the director's conflict of interest arises from a permitted cause.

Permitted causes

For the purposes of this article, the following are permitted causes

(a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the co-operative or any of its subsidiaries;

(b) subscription, or an agreement to subscribe, for securities of the cooperative or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and

(c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the co-operative or any of its subsidiaries which do not provide special benefits for directors or former directors.

References to proposed decisions and decision making processes

For the purposes of this article, references to proposed decisions and decision making processes include any directors' meeting or part of a directors' meeting.

The right of a director to participate in the meeting

If a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for decision making or quorum purposes, the question may, before the conclusion of the meeting, be decided upon by the board.

Directors' discretion to make further rules

Subject to the articles, the co-operative in general meeting or the board of directors may make any rule which they think fit about the running of the cooperative.

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Methods of appointing directors

Initial Board of Directors

Those persons notified to the Registrar of Companies on incorporation and such others as they may determine in writing shall be the initial Board of Directors of the Co‑operative from incorporation until the first annual general meeting.

Composition reflects the number of Members in each category

The Board of Directors shall endeavour to ensure that its composition reflects the number of Members in each category, to maintain a representative balance. This shall be reviewed by the Directors from time to time.

External independent Directors

In addition the Board of Directors may co-opt up to two external independent Directors who need not be Members and are selected for their particular skills and/or experience. Such external independent Directors shall serve a fixed period determined by the Board of Directors at the time of the co-option, subject to a review at least every 12 months. External independent Directors may be removed from office at any time by a resolution of the Board of Directors.

Co-opted

The Board of Directors may at any time fill a casual vacancy on the Board by co‑option. Such co‑opted individuals must be Members of the Co-operative and will hold office as Director only until the next annual general meeting.

Termination of director's appointment

A person ceases to be a director as soon as

(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;

(b) a composition is made with that person's creditors generally in satisfaction of that person's debts;

(c) a registered medical practitioner who is treating that person gives a written opinion to the co-operative stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

(d) by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;

(e) notification is received by the co-operative from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms;

(f) that person ceases to be a member of the co-operative;

(g) that person is removed from office by an ordinary resolution of the cooperative in general meeting in accordance with these articles and the Companies Acts;

(h) where the individual is the representative of a Member organisation, the Member organisation removes their endorsement of that representative; and

(i) where the person is the representative of a Member organisation that Member organisation ceases to exist.

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Directors' remuneration

Undertake any services

Directors may undertake any services for the co-operative that the board decides.

Remuneration

Directors are entitled to such remuneration as the directors determine

(a) for their services to the co-operative as directors, and

(b) for any other service which they undertake for the co-operative.

A director's remuneration

Subject to the articles, a director's remuneration may

(a) take any form, and

(b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.

Directors' expenses

The co-operative may pay any reasonable expenses which the directors properly incur in connection with their attendance at

(a) meetings of directors or committees of directors,

(b) general meetings, or

(c) separate meetings of the holders of debentures of the co-operative, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the co-operative.

Accounts

Accounting records

The Directors must keep accounting records and prepare for each financial year accounts as required by the Act. The accounts must be prepared to show a true and fair view

Open to inspection

Accounts shall always be open to the inspection of all members and other persons authorised by the co-operative in a general meeting.

General Meetings

Annual general meeting

The Co­‑operative shall in each calendar year hold a general meeting of the Members as its annual general meeting and shall specify the meeting as such in the notices calling it. The first annual general meeting shall be held within 18 months of incorporation. Every annual general meeting except the first shall be held not more than 15 months after the previous annual general meeting.

Notice

The Directors shall call the Annual General Meeting giving 14 clear days’ notice to all Members. All other general meetings shall be convened with at least 14 clear days’ notice but may be held at shorter notice if so agreed in Writing by a majority of Members together holding not less than 90% of the total voting rights of the Co‑operative.

Financial reports

Members in general meeting may require directors to prepare and present to the members such regular financial reports, results and cash flow predictions showing the current financial position of the co-operative.

Accounts of activities

Members in general meeting may require directors to prepare and present to the members such accounts of the co-operatives activities as to measure the social, co-operative, environmental and ethical impact of the co-operative's activities.

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Review the management

All members in general meeting shall have the opportunity to review the management of the business and the general meeting shall ensure that the cooperative is functioning in accordance with the co-operative values and principles.

Calling a general meeting

Board

The board of directors may call a general meeting

Members

The members may require the directors to call a general meeting of the cooperative. The directors are required to call a general meeting once the cooperative has received requests to do so from at least 10% of members.

Request

A request for a general meeting from at least 10% of members may specify

(a) its date and time; and

(b) where it is to take place.

Attendance and speaking at general meetings

Right to speak

A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

Right to participate

A person is able to exercise the right to participate in decision making at a general meeting when

(a) that person is able to participate in decision making during the meeting on resolutions raised at the meeting, and

(b) that person's participation in the decision making process can be taken into account in determining whether or not such resolutions are passed at the same time as the decision is being made by all the other persons attending the meeting.

Enabling exercising rights

The co-operative in general meeting may make whatever arrangements it considers appropriate to enable those attending a general meeting to exercise their rights to speak or participate in the decision making at it.

Location

In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.

Not in the same place

Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and participate in decision making at that meeting, they are (or would be) able to exercise them.

Quorum for general meetings

Inquorate

No business is to be transacted at a general meeting if the persons attending it, or represented by proxy, do not constitute a quorum.

Fixing the quorum

The quorum for general meetings may be fixed from time to time by a decision of the co-operative in general meeting, but it must never be less than 25% of the members or three members, whichever is greater. If at the time of a general meeting the co-operative has less than three members then the quorum shall be all members.

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Facilitating general meetings

Appointment of the facilitator

The meeting must appoint a member to facilitate the meeting, and the appointment of the facilitator of the meeting must be the first business of the meeting.

The facilitator of the meeting

The person facilitating a meeting in accordance with this article is referred to as "the facilitator of the meeting".

Attendance and speaking by directors and non-members

Non-members

The co-operative in general meeting may permit other persons who are not members of the co-operative to attend and speak at a general meeting.

Adjournment

Inquorate

If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the facilitator of the meeting must adjourn it.

Quorate

The facilitator of the meeting may adjourn a general meeting at which a quorum is present if

(a) the meeting consents to an adjournment, or

(b) it appears to the facilitator of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

Directed by the meeting

The facilitator of the meeting must adjourn a general meeting if directed to do so by the meeting.

The facilitator of the meeting must

When adjourning a general meeting, the facilitator of the meeting must

(a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the members, and

(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

Adjournment for greater than 14 days

If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the co-operative must give at least 7 clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given)

(a) to the same persons to whom notice of the co-operative's general meetings is required to be given, and

(b) containing the same information which such notice is required to contain.

Business transacted

No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

Decisions at general meetings

Resolution

A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with these articles.

Member votes

Every member shall have one vote.

Majority

Any resolution passed at a meeting is passed by a majority of not less than 75%.

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Poll votes

Poll on a resolution

A poll on a resolution may be demanded at a general meeting, either before or immediately after a decision has been confirmed by the facilitator.

A poll may be demanded by

As required by the Acts, a poll may be demanded by

(a) five or more members; or

(b) ten percent of the membership.

Demand withdrawn

A demand for a poll may be withdrawn if the poll has not yet been taken.

Time and manner

Polls must be taken at such a time in that same meeting and in such manner as the facilitator of the meeting directs.

Member votes

In the case of a poll being taken each member shall have one vote.

Content of proxy notices

Appointing a proxy

A member who is absent from a general meeting may appoint any member to act as their proxy. No member however may act as proxy for more than three members at any one time in any general meeting.

Notice

Proxies may only validly be appointed by a notice in writing (a "proxy notice") which

(a) states the name and address of the member appointing the proxy;

(b) identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed;

(c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and

(d) is delivered to the co-operative in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

Form of delivery

The co-operative may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

Specify

Proxy notices may specify how the proxy appointed under them is to represent their views or in the case of a poll to vote (or that the proxy is to abstain from voting) on one or more resolutions.

Unless indicate otherwise

Unless a proxy notice indicates otherwise, it must be treated as

(a) allowing the person appointed under it as a proxy discretion as to how to vote in any poll on any ancillary or procedural resolutions put to the meeting, and

(b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

Delivery of proxy notices

Entitlement

A member who is entitled to participate in any decision at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the co-operative by or on behalf of that person.

Revocation

An appointment under a proxy notice may be revoked by delivering to the cooperative a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

Timing

A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

Authenticity

A proxy notice must be signed by the person appointing the proxy or otherwise evidenced as genuine.

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Means of communication to be used

Companies Act 2006

Subject to the articles, anything sent or supplied by or to the co-operative under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the co-operative.

Directors

Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.

Timing

A director may agree with the co-operative that notices or documents sent to that director 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.

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Annexe A - Statement on the Co-operative Identity

Definition

A co-operative is an autonomous association of persons united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise.

Values

Co-operatives are based on the values of self-help, selfresponsibility, democracy, equality, equity and solidarity. In the tradition of their founders, co-operative members believe in the ethical values of honesty, openness, social responsibility and caring for others.

Principles

The co-operative principles are guidelines by which co-operatives put their values into practice.

1st Principle: Voluntary and Open Membership – Cooperatives are voluntary organisations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.

2nd Principle: Democratic Member Control – Co-operatives are democratic organisations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co-operatives members have equal voting rights (one member, one vote) and co-operatives at other levels are also organised in a democratic manner.

3rd Principle: Member Economic Participation – Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of that capital is usually the common property of the co-operative. Members usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing their co-operative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the co-operative; and supporting other activities approved by the membership.

4th Principle: Autonomy and Independence – Co-operatives are autonomous, self-help organisations controlled by their members. If they enter to agreements with other organisations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their cooperative autonomy.

5th Principle: Education, Training and Information – Cooperatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their co-operatives. They inform the general public – particularly young people and opinion leaders – about the nature and benefits of co-operation.

6th Principle: Co-operation among Co-operatives – Cooperatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional and international structures.

7th Principle: Concern for Community - Co-operatives work for the sustainable development of their communities through policies approved by their members.

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