[2024] UKUT 349 (LC)

The appellant’s case is that the FTT was wrong to find that rule 30 provides for the general meeting take management decisions. The word “discuss” in rule 30 means exactly what it says. The role of the ordinary general meeting is to discuss the management decisions that have been made by the management committee since the last general meeting; in addition, certain decisions are expressly reserved to the general meeting as we saw above (paragraph 15). Aside from those reserved matters, management decisions are taken by the committee. Rule 69 enables the committee to exercise “all such powers as may be exercised by the Co-operative in accordance with its objects an exercised these rules and are not by these rules or by statute required to be exercised by the Co-operative in general meeting”, and goes on to give examples at rule 69(a) to (i). There is no provision for the general meeting to take management decisions; and in any event, even if it can, rule 69 unambiguously enables the committee to take management decisions without the involvement of a general meeting. And that is consistent with rule 48, which provides for the committee to “control and direct the management of the day to day business of the Cooperative.”