The Rules explained
From ANU Food Co-op Wiki
By Greg and Julian
1. DEFINITIONS
A dictionary for the words used in the rules.
2. DEFINITIONS: INTERPRETATION PROVISIONS
To try and see that common sense prevails over legal creativity.
3. NAME
Our official name — just the old one with the abbreviation for the word "limited" after it, reflecting one of the major benefits of being a registered co-op i.e. limitation of liability for debts and for the acts of others. And our right to call the shop anything we want to.
4. PRIMARY ACTIVITY OF THE COOPERATIVE
More than just a food shop – our primary aims, apart from supplying unpackaged, and promoting, organic foods, are to encourage member participation, provide a supportive working environment, support production of local produce, endorse responsible environmental living, and to inspire community involvement in these aims.
5. NON-TRADING COOPERATIVE
A bit counter-intuitive, since we do trade in goods in the shop. This just means the co-op itself is not for sale, that we have no shares to be traded, and that we make no profits to be distributed to shareholders.
6. REGISTERED OFFICE
The address from which the Co-op is operated and at which we display the official registered name of the Co-op. And it doubles as the kitchen.
7. RULES
Their legal effect, and how you get to see what you've agreed to.
8. RULE ALTERATIONS
How to renegotiate the agreement.
9. POWERS
The new body gets to act like anybody else, except for minor brakes on its borrowing.
10. DEALINGS OF MEMBERS WITH COOPERATIVE
Details of how the Co-op contracts to deal with Co-op members. Consignment sellers take note.
11. SEAL
An endangered species among companies, but granted a refuge among registered cooperatives. An archaic means of signing.
12. AUTHORISE AGENT OR ATTORNEY TO EXECUTE DEEDS
We can if we want to, but we probably won't.
13. CUSTODY AND INSPECTION OF RECORDS AND REGISTERS
Shows what records the Co-op must keep, where we keep them, and how these records are available for members to read. These records are the minutes of meetings, the registers of Board members, active members, and cancelled members (if we every have any), and of loans if we ever make or take any.
14. NOTIFICATION OF OFFICE ADDRESS AT WHICH REGISTERS ARE KEPT
Lets the Registrar know if we move them.
15. MEMBERS – QUALIFICATIONS FOR MEMBERSHIP
Pay the fee, abide by the rules (especially the one about debentures, should we ever have any).
16. MEMBERS – ACTIVE MEMBERSHIP PROVISION
Do your six hours work a year, or whatever else the management collective (MC) or General Meeting (GM) thinks is the equivalent. Or be on the collective. Or be employed by the co-op.
17. MEMBERS – APPLICATION FOR MEMBERSHIP
On the new official form, and only after being told about these rules, annual reports, details of fees and work hours and becoming a coordinator. Formal membership awaits MC approval, but in the meantime all discounts apply.
18. MEMBERS OF THE COOPERATIVE – DESCRIPTION AND ENTITLEMENTS
Every member gets the 10% discount, working members another 10%, and co-ordinators further discount vouchers, all changeable at the AGM, but only those over 18 can vote or be formally voted onto the MC — a requirement of the wider law — (but informally they can take a full part in consensus decision making).
19. MEMBERS – LIABILITY OF MEMBERS TO THE COOPERATIVE
Fees only. It's what "Ltd" means.
20. MEMBERS – VOTING RIGHTS
Every 18+ member, whether their hours are up-to-date or not.
21. PROXY VOTES
None allowed, but absentees can vote in writing.
22. REGISTRATION OF OFFICIAL TRUSTEE IN BANKRUPTCY
If they want to vote on behalf of a bankrupt member.
24. MEMBERS – EXPULSION AND SUSPENSION OF MEMBERS
For newbies, by the MC. For two-month+ veterans, by GM. In both cases, expulsion only where obligations have not been met or acts detrimental have been perpetrated, and suspension for up to a year on those two counts or where the rules have been broken.
25. MEMBERS – CEASING MEMBERSHIP
Obvious stuff. Note grace period after fees are due.
26. MEETINGS – ANNUAL GENERAL MEETINGS
A big meeting of all the members, held annually sometime in July, August or September.
27. MEETINGS – CONVENING SPECIAL GENERAL MEETINGS
The other kind of big meeting, called ad hoc by the MC or by a petition of four members.
28. MEETINGS – GENERAL MEETINGS
How they get called.
29. MEETINGS – BUSINESS OF ANNUAL GENERAL MEETINGS
What gets decided at one.
30. MEETINGS – QUORUM AT SPECIAL GENERAL MEETINGS
How many people have to be there for any decisions to have any (legal) effect.
31. DECISION MAKING
How those decisions are made. The good oil on consensus.
32. MEETINGS – FACILITATOR AT SPECIAL GENERAL MEETINGS
Details of how to appoint a facilitator, what the facilitator’s task is, and who shall take the minutes.
33. MEETINGS – ATTENDANCE, INPUT TO MEETINGS AND VOTING AT GENERAL MEETINGS
Who's persona non grata at these things.
34. RESOLUTIONS – SPECIAL AND ORDINARY
Special=2/3rds majority.
35. RESOLUTIONS – NOTICE OF SPECIAL RESOLUTIONS
At least a fortnight before the meeting, just so no-one gets any nasty surprises.
36. POSTAL BALLOT – SPECIAL RESOLUTION
Compulsory for the real biggies, like metamorphosing into a capitalist company. Everyone gets a voting slip in the mail, and it needs a 3/4 majority of the members to pass.
37. POSTAL BALLOT – PROCEDURE
How to hold one.
38. QUICK DECISION MAKING
For emergencies between MC meetings.
39. MANAGEMENT OF THE COOPERATIVE
How the Co-op shall be managed by the Board, also known as the Management Collective.
40. BOARD – QUALIFICATIONS OF BOARD MEMBERS
Self-explanatory.
41. BOARD – MEMBERS OF FIRST AND SUBSEQUENT BOARDS
States when Board members are elected---at AGMs---and that the Co-op shop manager is automatically a member of the Board.
42. BOARD – RETIREMENT AND ELECTION OF BOARD MEMBERS
MCs elected at AGMs, vacancies filled at SGMs, plus some seemingly redundant stuff about the longest-serving retiring first.
43. BOARD – REMUNERATION
Don't get any.
44. BOARD – REQUISITION AND NOTICE OF MEETING
How to call one.
45. BOARD – MEETINGS
No less than bi-monthly.
46. BOARD- PROCEEDINGS
How to hold one (an MC meeting, that is).
47. BOARD- TRANSACTION OF BUSINESS OUTSIDE MEETINGS
By the time-honoured paperchase method.
48. BOARD – QUORUM FOR MEETINGS
How many MC members have to be there for any decisions to have any (legal) effect.
49. BOARD – APPOINTMENT OF MEMBERS TO CONSTITUTE A QUORUM
A ‘saving’ provision to avoid stalemate when there are insufficient numbers of the Management Collective to form a quorum.
50. BOARD – ADVISORY COMMITTEES
The old working groups by another name.
51. COMMITTEES – DELEGATION AND SUB COMMITTEES
Details about the Board creating committees and working groups for a particular purpose.
52. BOARD – EXERCISE OF DELEGATED POWER BY BOARD MEMBERS
Despite any suggested technicalities, if it looks right it is right. And sub-groups operate by consensus too, and by 2/3rds majority if consensus is blocked.
53. BOARD – VACATION OF BOARD MEMBER FROM OFFICE
A very long vacation — the circumstances of MC members ceasing to be MC members.
54. BOARD – REMOVAL FROM OFFICE OF BOARD MEMBER
Gives the reasons for removing a Board member and replacing them with another (by a 2/3rds majority decision).
55. BOARD – FILLING OF CASUAL VACANCIES
How to fill a hole on the MC.
56. BOARD – INDEPENDENT BOARD MEMBERS
Appointed by the elected MC members, notionally because they have skills we need e.g. accounting, legal. They don't have to be active members, and they can even be paid! The next GM has to give the appointment the big tick (by 2/3rds majority) but even if the meeting disappoints, all prior decisions made with the independent(s) on board are still valid.
57. OFFICERS – EMPLOYEES, AGENTS AND CONTRACTORS
And indeed co-ordinators. How to hire and fire.
58. TREASURER
Show me the money!
59. SECRETARY
More than just a minute-taker, our formal contact with the wider world.
60. AUDITORS – APPOINTMENT AND RESPONSIBILITIES
Gotta have one of these, so the Registrar can be sure the accounts are above board.
61. AUDITOR – DUTIES OF BOARD
Gotta let the auditor see all relevant bits of paper, with explanations where needed.
62. AUDITOR – REMOVAL
Another job for a GM, and again by 2/3rds majority vote. It's a big deal, so there are special notice provisions, rights of reply etc.
63. AUDITOR – RESIGNATION
Then again, we can always get them to resign.
64. ANNUAL REPORT
Letting the Registrar know what we've been up to.
65. MEETINGS – MINUTES
Letting the membership know what we've been up to.
66. INSURANCE
Gotta have it? Only as the MC sees fit.
67. FINANCIAL YEAR
July to June.
68. ACCOUNTS
Now they have to be kept in keeping with the Cooperatives Act and the Corporations Law, and presented first to the Auditor and then to the AGM.
69. BANKING
Gotta have a bank account, and cheques must be signed by two MC members or one plus one other authorised by the MC (see Rule 58.3).
70. SECURITIES – SAFE KEEPING
We don't have any, but if we did we would have to keep them safe.
71. DEBENTURES – APPROVAL OF BOARD FOR TRANSFER OF DEBENTURES
We don't have any, but if we did we would have to follow this procedure to change the debenture-holder. Debentures are debt instruments, BTW.
72. PROVISION FOR LOSS
We don't have any, but if we wanted to we would have to make one by the Registrar's rules.
73. DISPUTES
And how to settle them. First the MC, then arbitration, then and only then the courts. Unless it's a mortgage or a contract.
74. NOTICES
For most meetings etc a sign on the co-op noticeboard is enough, although in practice there will be an email mail-out and if time and others' energy permits, webpage and newsletter mentions as well. Personal matters like expulsion require written notice to the member involved (e.g. see 24.3) as does the auditor (e.g. see rule 28.5) Some major matters require general written notice and written voting (called a postal ballot) — see Rules 36 and 37.
75. OCCUPATIONAL HEALTH AND SAFETY
We have to try and be good little OH&S boys and girls.
76. WINDING UP
If we go broke and there's anything left after paying all our debts, it has to be handed over to another body like ours.
77. FINES
Watch out, if you're naughty the MC can fine you!
78 SCHEDULE OF FEES
For getting such essentials to life as your own personal copy of these rules.
79 CERTIFICATION
Yes, we should all be certified, but you have to be a little bit mad otherwise you'd go completely insane!
