[2024] UKUT 349 (LC)

Fecha: 14-Nov-2024

The management committee

The management committee

16.

The rules then make provision about the committee. Rule 48 says this:

“The Co-operative shall have a management committee [called "the committee"] which shall control and direct the management of the day to day business of the Cooperative in accordance with its objects and these rules. The first committee members shall be the members who signed the application to register the Co-operative, which committee shall, as soon as may be practicable after the registration of the Cooperative under the Act, call an ordinary general meeting to elect a committee made up of Co-operative members to serve until the close of the following annual general meeting.”

17.

Rule 49 states that the management committee shall have at least five and no more than 12 members; rule 50 says that it may not co-opt members. Rules 51 to 56 provide for the nomination and election of committee members. Rules 57 to 59 provides for their removal by resolution at a general meeting or, in certain circumstances, by a two-thirds majority of the committee itself. Rules 60 to 68 make further procedural arrangements for the committee. Rule 69 says this:

“The business of the Co-operative shall be conducted by the committee which may
exercise all such powers as may be exercised by the Co-operative in accordance with its objects and these rules and are not by these rules or by statute required to be exercised by the Co-operative in general meeting. The committee shall in all things act for and in the name of the Co-operative. Without prejudice to the general powers conferred on the committee by these rules, the committee may exercise the following powers to:

(a)

purchase, sell, build upon, lease, mortgage or exchange any property or land and to enter into any contracts and settle the terms of such contacts;

(b)

compromise, settle, conduct, enforce or resist either in a Court of Law or by arbitration any suit, debt, liability or claim by or against the Co-operative;

(c)

determine from time to time the terms and conditions upon which the property of the Co-operative is to be let, leased or sold, and to make, revoke, and alter and at all times enforce as it thinks fit, such terms and conditions;

(d)

appoint and remove all solicitors, architects, surveyors and employees;

(e)

appoint and remove managing agents and to determine from time to time their remuneration and the terms and conditions upon which the managing agents are to act on behalf of the Co-operative;

(f)

pay all such expenses, including travelling expenses, as are properly incurred by any committee members in the execution of his or her duties;

(g)

take up corporate membership of any secondary co-operative from which the Co

operative purchases services;

(h)

become a member, affiliate or subscribe to the International Co-operative Alliance, Co

operatives UK, the Confederation of Co-operative Housing, the Wales Co-operative Centre, Community Housing Cymru, and/or the National Housing Federation; or

(i)

affiliate or subscribe to any other organisation that will assist the Co-operative achieve its objects in such manner as the members voting at a general meeting of the Co-operative may from time to time determine.”

18.

A number of rules refer to further functions of the committee. Rule 12 says:

“The committee may within their absolute discretion and in accordance with the procedure which may be laid down from time to time by the Co-operative in general meeting admit or refuse to admit any person to membership of the Co-operative save that such person must be a licencee or prospective licencee of the Co-operative.”

19.

Rule 15 provides for a member to cease to be a member in certain circumstances, for example, by rule 15(g)(iii), if he or she is a prospective licensee of a property and

“is reasonably deemed by the committee to have no real and present prospect of being
offered a licence of a home in a property owned or managed by the Co-operative within the following twelve months.”

20.

Rules 26 and 31 provide for the committee to decide the time, place and date of general meetings (recalling that the frequency of ordinary general meetings is determined by the AGM under rule 28, see paragraph 13 above). As also rule 57 enables the committee to remove a committee member who has breached the terms of their occupation licence or their obligations as a committee member of the co-operative’s rule, or for “any other reason deemed by the committee as material or serious enough to warrant removal of the member from the committee.”

21.

By rule 76 the committee can appoint officers of the Co-operative in addition to the chair, treasurer and secretary. Rule 77 provides:

“The Co-operative officers and other officers, if any, shall act under the supervision
control and direction of the committee …”

22.

Rule 105 requires the committee to submit the Co-operative’s accounts for audit.