Rules

1.The name of the association shall be Somewhere Co-operative Housing Association Limited (in these Rules referred to as "the Cooperative". 2. The objects of the Co-operative shall be: a) the construction, conversion, improvement and management on co-operative principles of dwellings for occupation by members of the co- operative under an agreement to occupy (hereinafter referred to as "the Agreement" granted to them by the Cooperative which Agreement shall exclude any right for the members to purchase the dwellings or to dispose or transfer or assign the Agreement to any person or body other than the Co-operative and shall require the members to surrender the Agreement to the Co-operative upon their ceasing to be members. b) the provision and improvement on the co-operative principle of land or buildings for purposes connected with the requirements of the members occupying the houses provided or managed by the Co-operative. 3.The Co-operative shall have the power to do all things necessary and expedient for the fulfilment of its objects. 4.The Co-operative shall not trade for profit. 5.The Registered Office of the Co-operative shall be at 25, Dean Lane, Southville, Bristol, BS3 1DB (as of June 1987). 6. a) the share capital of the Co-operative shall consist of shares of the nominal value of one pound each issued to applicants upon admission to membership of the Co-operative. b) shares shall be neither withdrawable nor transferable, shall carry no right to interest, dividend or bonus and shall be forfeited and cancelled on cessation of membership from whatever cause and the amount paid up thereon shall become the property of the Co-operative. 7. The Co-operative shall consist of all those whose names are attached to these Rules and such other persons as the co-operative may admit in accordance with Rule 8. A member shall hold one share only in the Co- operative. 8. a) Application for membership shall be considered under the procedure laid down by the general meeting from time to time, b) A final decision on the acceptance of applicants for membership shall be taken by the general meeting. If this application is approved, the co-operative shall issue the applicant with one share upon payment of one pound. 9. a) A member shall cease to be a member if she or he dies, is expelled by a general meeting in accordance with sub-section (b) of this Rule or resigns either in person or by telephone, video conferencing or by other communications equipment such that the person can hear, comment and vote on proceedings at a meeting or in writing to the Secretary prior to a meeting. b) 1) A member may be expelled by a resolution carried by the votes of three quarters of the members present [either in person or by telephone, video conferencing or by other communications equipment such that the person can hear, comment and vote on proceedings] and voting at a general meeting of the Co-operative of which notice has been duly given, provided that a complaint in writing of conduct detrimental to the interests of the Co-operative has been sent to her or him by order of the Co-operative not less than one calendar month before the meeting. Such complaint shall contain particulars of the conduct complained of and shall call upon the member to answer the complaint and to attend the meeting called under this Rule. At such a meeting the members shall consider evidence of the complaint and such evidence as the member may wish to place before them. If having been given due notice, the member fails to attend the meeting without due cause the meeting may proceed in her or his absence. 2) No person who has been expelled from membership shall be re- admitted except by a resolution carried by the votes of three- quarters of the members present [either in person or by telephone, video conferencing or by other communications equipment such that the person can hear, comment and vote on proceedings] and voting at any general meeting of which notice has been duly given. 10. a) The Co-operative shall have power to borrow money for the purposes of the Co-operative in whatsoever manner it may determine provided that the amount for the time being remaining un-discharged of monies borrowed shall not exceed £5,000,000. b) The rate of interest paid on money borrowed, except on money borrowed by way of bank overdraft or on mortgage from a Building Society, the Housing Corporation, a Local Authority or other public body shall not exceed 5% per annum above the Bank of England's minimum lending rate. c) The Co-operative shall not receive money on deposit. d) The Co-operative may receive from any persons donations, towards the work of the Co-operative. e) The Co-operative shall have power to determine from time to time the terms and conditions upon which money is borrowed and to vary such terms and conditions subject to the provisions of sub-paragraph (a) and (b) of this Rule. 11. a) The management of the Co-operative shall be by regular General Meetings (at least once every three months) of all the members present either in person or by telephone, video conferencing or by other communications equipment such that the person can hear, comment and vote on proceedings. Meetings shall be convened by the Secretary giving each member of the Co-operative seven clear days' written notice of the date, time and place of the meeting and the issues upon which decisions are to be taken. This notice shall be posted to or delivered by hand or sent by electronic means to every member at the address (which shall include an address provided by the members to the Co-operative for the receipt of correspondence from the Co-operative by electronic means) given in the register of members. Three or more members may agree, in writing or by confirming through electronic means, to a general meeting being held with less than 7 clear days’ notice. b) A General Meeting of members present shall constitute the committee of management and have power to make decisions in accordance with the Rules of the Co-operative. The General Meeting shall have the power both to appoint and remove individual members or groups of members delegated to exercise certain powers on behalf of the Co-operative. c) No business shall be transacted at any General Meeting unless a quorum of members is present [either in person or by telephone, video conferencing or by other communications equipment such that the person can hear, comment and vote on proceedings] at the time the meeting proceeds to business and throughout the meeting. Forty percent or more of the total number of members shall form a quorum. d) Co-op members will have their membership suspended if: i) they provide advance, written notice to the co-op. that they will be out of the country for a given period; ii) they do not attend three consecutive meetings without providing a reason; iii) they have a long-term illness or request to be excused from attending meetings. Full membership will be re-instated on receipt of a written request from the suspended member. A decision must be made at the beginning of the next Ordinary General Meeting. Suspended members will not be included in the quorum. Their right to attend meetings and to vote will not be affected by suspension. No more than one third of the total membership can be suspended at any one time. 12. Every member present [either in person or by telephone, video conferencing or by other communications equipment such that the person can hear, comment and vote on proceedings] at a general meeting shall have one vote. Except where otherwise specified in these rules or by the Act, resolutions at general meetings shall be decided by majority voting of members present [either in person or by telephone, video conferencing or by other communications equipment such that the person can hear, comment and vote on proceedings] and voting. 13. An Annual General Meeting shall be held within six months of the close of the financial year of the Co-operative, the business of which shall include: a)the receipt of the account and balance sheet and b)the election of a Treasurer to be responsible under the members’ direction for the proper management of the financial affairs of the co-operative. The Treasurer shall hold office until the next Annual General Meeting unless removed from office by a General Meeting; c)the election of a Secretary who will act under the members’ direction and have those functions enumerated in these rules and such further functions as a meeting may determine. The Secretary shall hold office until the next Annual General Meeting unless removed from office by a General Meeting. 14. The officers and committee members shall receive no remuneration for serving as officers or members. 15. The Co-operative may invest any part of its funds in any manner authorised by section 31 of the Act. The Co-operative may appoint any one or more of its members to vote on its behalf at the meeting of any other body corporate in which the Co-operative has invested any part of its funds. 16. a) No portion of the income or property of the Co-operative shall be transferred either directly or indirectly by way of dividend bonus or otherwise by way of profit to members of the Co-operative except insofar as the Agreement may provide upon surrender to the Co-operative for payments to be made to the member. b) the Co-operative may apply any profits towards carrying out the objects of the co-operative. c) any profits not so applied shall be carried forward. 17. The members shall vote annually, as allowed by the Deregulation (Industrial and Provident Societies) Order 1996, at the Annual General Meeting, to have when necessary in law, or where the membership requires, an audit carried out by a registered auditor, or unaudited accounts, where the conditions for such exist. If a full audit or report is required, a person who is a qualified Auditor under section 7 of the Friendly and Industrial and Provident Societies Act 1968 or section 36 of the Friendly Societies Act 1974, shall be appointed. The qualified or lay auditors, if so appointed, shall not be officers or servants of the society and nor shall they be partners of, or in the employment of, or employ, an officer or servant of the society. Lay auditors shall be chosen by the Committee of Management from the general membership and/or others. If the membership vote for unaudited accounts the accounts will be examined by a registered independent examiner. 18. a) Sufficient records shall be maintained and left at the Registered Office for the purposes of the Co-operative and to comply with the provision of the Act. b) the Co-operative shall have a seal kept in the custody of the Secretary and used only by the authority of a General Meeting. Sealing shall be attested by the signature of two members and that of the Secretary for the time being. 19. a) Any rule herein may be rescinded or amended or a new Rule made by the vote of three quarters of all the members of the Co-operative present [either in person or by telephone, video conferencing or by other communications equipment such that the person can hear, comment and vote on proceedings] at a general meeting where all members of the Co-operative have been given seven clear days prior notice of the change to be proposed at that meeting. 20. AMALGAMATION AND TRANSFER OF ENGAGEMENTS The Co-operative may, by special resolution passed at a general meeting in the manner prescribed in the Act, amalgamate with or transfer its engagements to any other co-operative or community benefit society that has similar objects and is registered under the Act. 21. DISSOLUTION The Co-operative may enter into a company arrangement or administration provision as defined in section 118 of the Act. The Co-operative may be dissolved in accordance with section 119 of the Act: (a) by an instrument of dissolution; (b) in accordance with section 123 of the Act in pursuance of a winding up order or by a resolution made or passed as directed in regard to companies by the insolvency Act 1986. If on the winding up or dissolution of the Co-operative there remains after satisfaction of all its debts and liabilities, any assets or other property whatsoever, the assets or other property shall be disposed of by way of a gift to: (a) another Co-operative; or (b) a Community Benefit Society having similar objects to the Co-operative; or (c) a Credit Union; (d) a charity which has, among its objects, the provision of housing or relief of homelessness. Such disposal shall be decided by a general meeting of the Co-operative before dissolution. On the winding up or dissolution of the Co-operative, no member shall receive any property or sum beyond: (a) the repayment of any investment in the Co-operative to which the member is entitled and any interest due on such investment; and/or (b) any payment to the member provided for in the member’s tenancy or lease on the surrender of that tenancy or lease. DEATH OR BANKRUPTCY OF A MEMBER 22. A member may, in accordance with the Act, nominate a person or persons to whom any of their property held by the Co-operative, other than share capital, shall be transferred at their death. 23. Upon a claim being made to any property held by the Co-operative by the personal representatives of a deceased member or the trustees in bankruptcy of a bankrupt member, the Co-operative shall, on receiving satisfactory proof of the death of the member who has made a nomination or satisfactory proof of bankruptcy, pay or transfer any property to which the representative or trustee has become entitled. No amendment of Rules is valid until registered. In these Rules, "the Act" refers to the Industrial and Provident Societies Act 1965 to 1975 or an Act or Acts amending or in substitution for them for the time being in force.