[2024] UKUT 349 (LC)

Rule 21 provides that the co-operative shall meet in general meetings, either ordinary or annual. General meetings are convened by the secretary and each member is to be invited (rule 22). Rule 25 provides that each member is entitled to attend and vote at a general meeting, and rule 44 that every member shall have one vote (cast in person or by proxy).

The AGM is to be held once a year (rule 27) and its functions are to receive the accounts and the auditor’s report, receive a report of the management committee on the state of affairs of the co-operative, elect the committee for the coming year, decide the frequency of ordinary general meetings to be held in the coming year, appoint the auditor and consider any other resolutions included in the notice of the meeting (rule 28).

Rules 29 to 34 are about ordinary general meetings, including their frequency and how they are convened. Rule 30 states:,

“The functions of ordinary general meetings shall be to discuss all management decisions of the Co-operative that have arisen since the last general meeting.”

Rule 35 provides that the quorum at a general meeting is six members, of whom at least three are to be committee members. However, that provision is the result of an amendment of the rules; until 2019 the rule stated that the quorum was six members, or a tenth of the membership if greater than 60. Rules 36 to 47 provide for procedure and voting.

A number of other rules make provision for decisions to be taken by a general meeting. Rules 15(c) and 17 enable a general meeting to expel a member by a two-thirds majority. Rule 28(c), as we saw, requires the annual general meeting to appoint the management committee. Rule 57 enables a general meeting to remove a committee member by a majority vote. Rule 94 says that a general meeting may set aside any surplus funds arising to be donated or loaned for any purposes. Rule 119 enables a general meeting to amend the rules of the co-operative with a two-thirds majority vote.