Constitution

Last Updated January 2018

 

Governing Rules Of:

Zim CO-OP UNION

 

(To be Registered under the Industrial and Provident Societies Acts 1965 (the “ACT”)

 

Name

The name of the Union (referred to in these Rules as “the Co-operative”) shall be Zim Co-op Union Ltd.

 

REGISTERED OFFICE

The registered office of the Co-operative shall be at:15 Walter’s Close, Hayes, UB3 1SL, or such other place as the Executive Committee determine from here on the Committee. All changes to the Co-operative’s registered office shall be made in accordance with section 9 of the Act or as the Act may be amended from time to time.

 

OBJECTIVES

The objectives of the Co-operative are:

 

  • 1 to carry on the business as a bona fide Co-operative;
  • 2 to carry on any other trade, business or service as principals or agents which may seem to the Co-operative to be conducive to its interests generally;
  • 3 to uphold our heritage and engage in the education of children and future generations to come honouring the legacy of our ancestry through posterity;
  • 4 to enhance our children’s and community’s awareness of our culture, history and intergenerational wealth(Heritage);
  • 5 to support charitable undertakings for the betterment of our people; and
  • 6 to encourage the establishment of institutions in the UK and Zimbabwe or as set out by the organisation from time to time.

POWERS

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    • 1 The Co-operative shall have powers to do all things necessary or expedient for the fulfilment of its objects and in particular: –
      • 1.1 to apply any profits of the Co-operative in accordance with Rule 20;
      • 1.2 to use the investment to uplift, promote and support viable projects belonging to members;
      • 1.3 to purchase other businesses, properties and land;
      • 1.4 to apply a reasonable percentage (as agreed at the Annual General Meeting) of the annual net profit into social programmes (drawn from the General Fund – subject to money transfer regulations and independent verification of how such monies are spent by an accountant, auditor or other qualified person) in UK and Zimbabwe or as set out by the organisation from time to time.

MEMBERSHIP

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    • 1 A person shall only be eligible for membership if:
      • 1.1 they are residing in the UK;
      • 1.2 they are 18 years old or above;
      • 1.3 they agree to purchase a share from here on the Union Share of a value which shall be agreed at the Annual General Meeting from time to time; and
      • 1.4 they pay their annual membership fee, which shall be set by the Committee from time to time, currently set at £50 non-refundable and to be reviewed from time to time.
    • 2 Every applicant for admission as a member shall complete an application form.
    • 3 If an application for admission is rejected for failure to meet the eligibility criterion under Rule 5.1, the applicant shall be notified of his rejection and of the reasons for his rejection. Despite the rejection, the applicant shall be eligible, no earlier than 12 months after such rejection, to re-apply for membership by submitting a further application for membership stating, as the case may be, any change in circumstances arising since the last application.
    • 4 A member shall cease to pay the Membership Fee, provided that they are over 70 years, from here on the “Free Membership Age” and they were a member of the Co-operative for 10 years prior to reaching the Free Membership Age.

Duties of members

  • 5 All members of the Co-operative shall abide by the rules of the Co-operative during their membership and all liabilities whatsoever of the Co-operative in respect of such membership shall cease upon termination thereof.
  • 6 Members who bring the Co-operative into disrepute will be expelled in accordance with Rule 12.3
  • 7 Subject to rule 8.2 below, all members will each have one vote at the Annual General Meeting and all other general meetings as per Rule 7.2 below.

GENERAL MEETINGS

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    • 1 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 comprise of:
      • 1.1 the receipt of the accounts and balance sheet and of reports of the Committee and Auditor (if any);
      • 1.2 the appointment of an auditor subject to Rule 19 below;
      • 1.3 the election of Committee members;
      • 1.4 the application of all surplus income; and
      • 1.5 the transaction of any other business included in the notice convening the meeting.
    • 2 All other general meetings shall be called Special General Meetings.
    • 3 A Special General Meeting shall be convened either upon an order of the Committee or at the request of five members of the Co-operative or ten per cent of the membership, whichever is greater.
    • 4 A general meeting shall be convened in at least 21 days’ notice unless all members of the Co-operative agree to hold a general meeting within a shorter notice. Notices of meeting shall either be emailed or posted to members at their registered addresses. Notices shall specify the time, date and place at which the meeting is to be held, and the business, which is to be transacted at that meeting.
    • 5 A general meeting shall not transact any business other than that specified in the notices calling the meeting.
    • 6 The accidental omission to send any notice to or the non-receipt of any notice by any member shall not invalidate the proceedings at the meeting.
    • 7 The appointed auditor shall be entitled to attend general meetings of the Co-operative and to receive all notices of and communications relating to any general meeting, which any member of the Co-operative is entitled to receive. The auditor shall be entitled to be heard at any meeting on any part of the business of the meeting, which is of proper concern to an auditor.

PROCEEDINGS AT GENERAL MEETINGS

  • 8 No person shall be entitled to vote on any question at a general meeting other than the paid-up members of the Co-operative.
  • 9 Every paid-up member shall hold one vote only on each question to be decided.
  • 10 Except where otherwise specified by these Rules or by an Act, questions shall be resolved by a simple majority of votes cast.
  • 11 No business shall be transacted at a general meeting unless a quorum is present in person. Unless and until otherwise decided by the Co-operative in general meeting, a quorum shall be one third or more of the members of the Co-operative.
  • 12 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned until the same day in the next week at the same time and same place or otherwise as the Committee may direct, and all members shall be given such notice of the adjourned meeting as is practicable. The members present at a meeting so adjourned shall constitute a quorum.
  • 13 The members present at a general meeting shall choose one of their number to be Chairman of that meeting, whose function shall be to conduct the business of the meeting in an orderly manner.
  • 14 The Chairman may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Where a meeting is adjourned for 21 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting; otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
  • 15 At any general meeting a resolution put to a vote of the meeting shall be decided on a show of hands unless a secret ballot is, before or on the declaration of the result of the show of hands, demanded by at least a third of the members present. Unless a secret ballot be so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or lost with an entry to that effect in the book containing the minutes of the proceedings of the Co-operative shall be conclusive evidence of the fact without proof of the number or proportions of the votes recorded in favour or against such resolution.
  • 16 If a secret ballot is duly demanded it shall be taken in such a manner as the Chairman directs, provided that no member shall have more than one vote, and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded.
  • 17 The demand for a secret ballot shall not prevent the continuance of a meeting for the transaction of any other business than the question upon which a ballot has been demanded. The demand for a secret ballot may be withdrawn.
  • 18 In the case of an equality of votes, whether on a show of hands or on a ballot, the Chairman shall not have a second or casting vote and the resolution shall be deemed to be lost.
  • 19 The Committee may invite other persons who are not members to attend general meetings, with or without speaking rights and without voting rights.
  • 20 The Co-operative recognises that general meetings by telephone or video conference will be permitted where appropriate.

SHARE CAPITAL

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    • 1 Union Shares are strictly the reserve of those who qualify to be members under Rule 5.1.
    • 2 Each member shall be restricted to a maximum purchase of 500 Union Shares at an initial value of £100 and subject to share valuation.
    • 3 Union Shares shall be withdrawn only in accordance with the provisions of these rules. Union Shares shall not be transferable except on death or bankruptcy.

Proceedings on death or bankruptcy of a member

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    • 1 Upon a claim being made by the personal representative of a deceased member or the trustee in bankruptcy of a bankrupt member to any property in the Co-operative belonging to the deceased or bankrupt member, the Co-operative shall pay such property to which the personal representative or trustee in bankruptcy has become entitled as the personal representative or trustee in bankruptcy may direct them.
    • 2 A member may in accordance with Act may nominate any individual or individuals to whom any of her/his property in the Co-operative at the time of her/his death shall be transferred, but such nomination shall only be valid to the extent of the amount for the time being allowed in the Act. On receiving a satisfactory proof of death of a member who has made a nomination the Co-operative shall pay the full value of the property comprised in the nomination to the person entitled thereunder.

WITHDRAWAL OF SHARE CAPITAL

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    • 1 The Union Share may be returned to the Co-operative by members upon giving three months’ notice to the Co-operative provided that:
      • 1.1 all withdrawals shall be paid in the order in which the notices were received by the Co-operative;
      • 1.2 the Committee may waiver the notice required for a withdrawal and may direct payment to be made without notice or on such shorter notice as they may consider fit;
      • 1.3 the Committee, subject to the approval of the general meeting, may suspend the right to withdrawal either wholly or partially, and either indefinitely or for a fixed period. The suspension shall extend and apply to all notices of withdrawal, which have been received and remain unpaid at the time the Committee suspends the right to withdrawal. Where suspension is for a fixed period, such period may be extended by the Committee as determined by the general meeting from time to time;
      • 1.4 during any period when the right of withdrawal has been suspended subject to Rule 11.1.3 the Union Shares of deceased members may, if the Committee agree, be withdrawn by their personal representatives upon giving such notice as the Committee may require;
      • 1.5 the amount to be paid to a member on withdrawal shall be the amount paid or credited on the shares to be withdrawn;
    • 2 Any Union Share withdrawn in accordance with the above rules shall be cancelled.
    • 3 Members may withdraw from the Co-operative by withdrawing all their Union Shares in the Co-operative in accordance with this Rule or, if the right to withdrawal has been suspended as provided for under this Rule. Upon such surrender, the Committee shall pay to the withdrawing member the amount paid or credited in the Union Shares surrendered. The Co-operative may deduct such reasonable sum to cover administrative costs of withdrawal from the monies payable to a member on the withdrawal of Union Shares in the Co-operative.

 CESSATION OF MEMBERSHIP

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    • 1 A member shall cease to be a member if he or she:
      • 1.1 resigns in writing to the Secretary; or
      • 1.2 fails to pay any subscription in respect of Membership Fee or Associate Membership Fee within three months of its falling due; or
      • 1.3 is expelled from membership in accordance with Rule 12.3; or
      • 1.4 the individual dies.
    • 2 A member may withdrawal from the Co-operative by withdrawing all his or her Union Share/s in the Co-operative in accordance with Rule 11. In the event that the right to withdrawal has been suspended a member may withdrawal by surrendering all his Union Share/s to the Co-operative. Upon such surrender the Committee shall pay the withdrawing member any amount not exceeding the value of the Union Share surrendered.
    • 3 Any member may be expelled for conduct prejudicial to the Co-operative by a resolution carried by a majority at least two-thirds of those members voting at a general meeting of the Co-operative of which due notice has been given, provided that the grounds for expulsion have been specified in the notices calling the meeting and that the member whose expulsion is to be considered shall be given the opportunity to state his case to the meeting. If on due notice having been served the member fails to attend the meeting the meeting may proceed in the member’s absence.
    • 4 An expelled member shall be paid the value of the Union Share/s held by him at the date of the expulsion regardless of whether or not at the time there is in force a suspension of the right to withdrawal share capital.
    • 5 No member expelled from membership shall be re-admitted except by a resolution carried by a majority of members voting at a general meeting of which due notice has been given.

AMENDMENTS TO THE RULES

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    • 1 Any of these rules may be rescinded or amended or a new rule inserted by a vote of three quarters of those members of the Co-operative voting at an Annual General Meeting of which 14 days clear days’ prior notice has been given, such notice to include details of the change(s) to be proposed at that meeting. No amendment of rules is valid until registered by the registering authority.

EXECUTIVE COMMITTEE

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    • 1 The Co-operative shall have a Committee of not more than 15 (which 12 out of the 15 must be of indigenous Zimbabwean descent) and not less than 3 members to be elected at a general meeting
    • 2 For as long as the Co-operative has less than 15 eligible members, the Co-operative in general meeting may decide that all such eligible members shall be members of the Committee. By eligible we refer to paid up members who must be 18 years or over and have not been convicted of financial impropriety.
    • 3 Procedures for nominating and electing Committee members shall be established and may be amended by the Committee, provided that all eligible members are entitled to stand for election and all members are entitled to vote.
    • 4 To allow for continuity, elections to the Committee will be staggered where each member of the Committee will serve a term of 3 years before that member faces an election subject to a recall vote.
    • 5 The Committee may co-opt any eligible member of the Co-operative to fill a casual vacancy within their body. A person so co-opted shall for all purposes be treated as a duly elected member of the Committee and shall serve the remainder of the term. A casual vacancy shall be deemed to exist when an elected member stands down on health or technical ground or is forced to resign on reason of discipline or resigns for any other reason as set out under section 14.9 below.
    • 6 A Committee member shall declare an interest in any investment in which he has a personal material or financial interest, whether directly or indirectly, and shall not vote in respect of such an investment.
    • 7 Any remuneration of Committee members shall only be in respect of services actually rendered to the Co-operative. Committee members may also be paid all reasonable expenses incurred by them in connection with the business of the Co-operative on production of verifiable receipts.
    • 8 The Office of Committee member shall be immediately vacated if: –
      • 8.1 he or she resigns his office in writing to the Co-operative; or
      • 8.2 he or she is removed from office by notice addressed to him at his last-known address and signed by a majority of his co-committee members in a General Meeting; or
      • 8.3 he or she becomes, in the opinion of all his co-committee, incapable by reason of mental disorder of discharging his duties as Committee member; or
      • 8.4 in the opinion of the majority of the Committee, fails to declare his interest in any investment as referred to in 14.7 above; or
      • 8.5 is absent from 3 successive meetings of the Committee during a continuous period of twelve months without special leave of absence from the Committee and they decide that he has by reason of such absence vacated office; and
      • 8.6 he or she behaves unethically in the opinion of the majority of the Committee.
    • 9 Members of the Committee shall elect from among their own number a Treasurer and a Secretary and such other honorary officers as they may from time to time decide.
    • 10 All cheques, bank transfers and all receipts for monies paid to the Co-operative shall be signed, drawn, accepted, endorsed, or otherwise executed in such manner as the Committee shall from time to time direct.
    • 11 In case of a deadlock when the Committee votes the Chairman shall have a casting vote.

POWERS AND DUTIES OF THE COMMITTEE

  • 12 The business of the Co-operative shall be managed by the Committee.
  • 13 The Committee are empowered to employ staff as appropriate.
  • 14 No regulation made by the Co-operative in general meeting shall invalidate any prior act of the Committee which would have been valid had that regulation not been made.
  • 15 Without prejudice to its general powers, the Committee may exercise all the powers of the Co-operative to invest in any project introduced and discussed at the general meeting.

COUNTRY FEDERATIONS

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    • 1 The Co-operative shall encourage and support the creation of country federations, which will be registered in the respective jurisdictions but will be required to adopt the objectives of the Co-operative.
    • 2 The Co-operative collectively with country federations shall at some time in the future come together and create a General Fund (which shall be held in an escrow account) and agree on the level of annual contributions that shall oversee social enterprise in Zimbabwe, the Caribbean and the Americas and shall agree the details of the Fund and inform the Registering Authority at the Time.

BORROWING

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    • 1 The Co-operative shall have the power to borrow money from its members or third parties for the purposes of the Co-operative providing that the amount outstanding at any one time shall not be Limited.
    • 2 The Co-operative shall have the power to mortgage or charge any of its property, including the assets and undertakings of the Co-operative, present and future, and to issue loan stock, debentures and other securities for money borrowed or for the performance of any contracts of the Co-operative or its customers or persons or corporations having dealings with the Co-operative.

AUDITORS

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    • 1 Subject to clause 18.4 below, the members at the Annual General Meetings shall appoint in each financial year an auditor qualified under section 7 of the Friendly and Industrial and Provident Societies Act 1968 to audit the Co-operative’s accounts and balance sheet for the year.
    • 2 The Co-operative shall be exempt from the obligation to appoint a qualified auditor if it met such criteria regarding low levels of income or other factors as to qualify it for statutory exemption from the need to appoint qualified auditors.
    • 3 None of the following persons shall be appointed as auditors of the Co-operative: an officer or employee of the Co-operative; a person who is a partner or employee of or who employs an officer of the Co-operative.
    • 4 The first appointment of an auditor shall be made within 6 months of the registration of the Co-operative and shall be made by the Committee if no general meeting is held within that time. The Committee may appoint an auditor to fill a casual vacancy occurring between general meetings. Except as specified in these cases, every appointment of an auditor shall be made by a resolution of a general meeting of the Co-operative.
    • 5 An auditor of the preceding year shall be re-appointed as auditor of the Co-operative for the current financial year unless:
      • 5.1 A resolution has been passed at the Annual General Meeting appointing someone else as auditor or providing expressly that he shall not be re-appointed; or
      • 5.2 he has given notice in writing to the Co-operative of her/his unwillingness to be re-appointed; or
      • 5.3 he or she is ineligible for appointment as auditor of the Co-operative for the current financial year; or
      • 5.4 he or she has ceased to act as auditor of the Co-operative by reason of incapacity.
    • 6 Any resolution of a general meeting of the Co-operative either to remove an auditor from office or to appoint another person as auditor shall not be effective unless notice of the proposed resolution has been given to the Co-operative at least 28 days prior to the meeting at which the resolution is to be considered. At least 21 days’ notice of such resolution must then be given to members of the Co-operative in the manner prescribed in Rule 8.4 and in writing to the auditors.

ANNUAL RETURN

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    • 1 Every year within the period prescribed by the Act, the Secretary shall send to the Financial Services Authority the annual return, in the form prescribed by the FSA, relating to its affairs for the period required by the Act to be included in the return together with:
      • 1.1 A copy of the report of the auditor on the Co-operative’s accounts for the period included in the return or a copy of such other report (if any) as is required by statute for such period; and
      • 1.2 A copy of each balance sheet made during that period and of the report of the auditor or other appropriate person as required by statute on that balance sheet.
    • 2 The Co-operative shall on written demand supply free of charge to any member of the Co-operative a copy of the latest annual return together with a copy of the auditor’s report on the accounts and balance sheet contained in the return.
    • 3 The Co-operative shall at all times keep a copy of the latest balance sheet of the Co-operative together with a copy of the corresponding auditor’s report hung up in a conspicuous place at the registered office.

APPLICATION OF PROFITS

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    • 1 Any profits of the Co-operative shall be applied as follows in such proportion and in such manner as may be decided by the Co-operative at the Annual General Meeting:
      • 1.1 first, to re-invest in the Co-operative;
      • 1.2 secondly, to invest in social programmes of the Zimbabwean community in the UK and abroad;
      • 1.3 thirdly, to paying dividends to members, either equally or in accordance with some other equitable formula which recognises the relative contribution made by each member to the business of the Co-operative;
      • 1.4 fourthly, to make payments to a General Fund.

SEAL

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    • 1
    • 2 If the Co-operative has a seal it shall be kept in the custody of the Secretary and used only by the authority of the Committee. The signature of two members of the Committee shall attest the sealing.

DISSOLUTION

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    • 1 The Co-operative may be dissolved by the consent of three quarters of the members by their signatures to the instrument of dissolution or by winding up, in a manner provided for in the Act.
    • 2 If on the winding up or dissolution of the Co-operative any of its assets remain to be disposed of after its liabilities are satisfied and the repayment at par value of the Union Share and any dividends due to members, only 10% of these assets shall be distributed among the members. The remaining 90% shall be transferred to some other non-profit co-operative subject at least to the same degree of restrictions on the distribution of surpluses or assets as is imposed on this Co-operative by virtue of these rules, as may be decided by the members at the time prior to the dissolution.

DISPUTES

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    • 1 In the event of dispute between a member and the Co-operative or its Committee, such a dispute shall be referred to an independent arbitrator whose appointment is acceptable to both parties. The decision of such an arbitrator shall be binding.

INTERPRETATION

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    • 1 “A ‘paid up member’ means a person of 18 years of age or above who has a share or shares in the Co-operative.
    • 2 By officer” of the Co-operative means a member of the Committee.
    • 3 “Investment” refers to holding an interest in a viable concern
    • 4 “General Fund” refers to money put aside for social programmes and to respond to emergencies and disasters in Afrika, Caribbean and the Americas.
    • 5 “Residing” in Rule 5.1.1 means anyone living lawfully in the United Kingdom voluntarily and for settled purposes as part of the regular order of their life for the time being, whether they have an identifiable purpose for their residence here and whether that purpose has a sufficient degree of continuity to be properly described as settled resident. Factors that are taken into account when deciding whether a person is ordinarily resident are:
  • The intent of the person to settle in the UK
  • Family members already living in the UK
  • A bought house, lease or rental agreement in the UK
  • An employment contract
  • International students who are planning to study in the UK for several years