Proposed amendments
to the Society’s rules
iii) at least two Independent Society Members (who
are Qualified Members) will be required to join in a
Member application to requisition a Special General
Meeting;
This Appendix forms part of the Notice of the Annual General
Meeting (AGM) on pages 3, 4 and 5 of this booklet.
A. INTRODUCTION
On 30 August 2014, the Society’s new Rules were
overwhelmingly approved at a Special General Meeting and
came into effect upon registration by the Financial Conduct
Authority on 30 September 2014. As part of the ongoing
implementation of the Society’s governance reforms, and the
transition to the new governance structure, the new Rules have
been reviewed by the Board and the Council who have agreed
a number of proposed amendments to address areas where
improvements could be made or greater clarification provided.
If Members approve the Rule amendments at the AGM, the
changes will come into effect once they are registered by the
Financial Conduct Authority.
iv) the ability of the Board and the Council to submit
emergency motions up to 10 days before a Society
General Meeting has been deleted as emergency
motions submitted in this way would be incompatible
with the Society General Meeting timeline. In emergency
situations, a separate Special General Meeting could be
convened or a referendum could be held;
The proposed amendments to the Rules are set out in detail
in Section C below. In addition, a full mark-up of the Rules
including the proposed amendments can be accessed online
at www.co-operative.coop/agm2015. The proposed
amendments fall into the following categories:
1.
Society General Meeting procedure
(Rules 32, 33, 34.3(b), 39.1(a), 122.2 and 122.5(b))
any four Independent Society Members (who are
Qualified Members) will have the right to propose
motions. Whilst Independent Society Members have
the ability to join in an application to put forward a
motion with 99 other Qualified Members under the
existing Rules, the Board and the Council believe it
is appropriate and proportionate that Independent
Society Members have the ability to propose motions
alongside other Independent Society Members;
ii) the existing Rules state that motions from the Council
or Qualified Members must be submitted to the
Board at least 56 days prior to the AGM/HYM. The
Rules also require those motions to have been given
the prior written approval of the Council. The Board
and the Council would like to provide greater clarity
to Members and allow sufficient time for the Council
to screen Member motions. The proposed change
provides that motions must be submitted 70 days
before the relevant meeting, which gives the Council
14 days to screen Member motions before they are
submitted to the Board;
3.
2.
ii) in relation to Board meetings, a change is proposed
to the quorum to ensure that the Board can function
even if in exceptional circumstances there is a
shortfall of one of the types of Director normally
required to form a quorum. This provides a more
effective way of ensuring that the Board can transact
business while steps are taken to rectify the shortfall
in the number of Directors on the Board;
The main proposed changes are to provide further
clarification around the role of the Council and its
relationship with the Board, and include:
iii) in relation to the Council, it is proposed that, if a
quorum has not been fixed by the Council, the
quorum will be a majority of Council Members; and
the Council or the Senate must be consulted by the
Board before deciding to hold a referendum;
ii) in relation to the Council’s holding to account role,
clarification is made in relation to the information the
Council receives from the Board to reflect the fact
that the Council has the power to hold the Board to
account for the performance of the business and
adherence to co-operative values and principles;
iii) a new provision to encapsulate the role of the
Council in developing and promoting involvement of
Members in the democratic processes of the Society
in relation to AGMs, HYMs and Special General
Meetings, changes are proposed to clarify that a
Voting Representative counts as one Member for
the purposes of a quorum regardless of the number
of Members who have appointed him or her as
Voting Representative. At an adjourned meeting, the
quorum for the adjourned meeting to proceed to
business will be the same as for the original meeting
(i.e. 20 Members present and entitled to vote on a
show of hands, except that in relation to a meeting
requisitioned by Members, the quorum will be 200
Members present and entitled to vote rather than 500
as required for the original meeting);
iv) in relation to the Senate, it is proposed that, if a
quorum has not been determined by the Council, the
quorum for the transaction of business of the Senate
will be a majority of members of the Senate.
4.
Significant Transactions
(Rule 109.4(b))
A change is proposed to clarify that, in addition to strategic
acquisitions, any other type of strategic transaction
Alteration of Rules
(Rules 118.2 and 118.4)
i)
Quorum for meetings
(Rules 35.1(a) and (b), 35.3, 66.1, 95, 104)
i)
Responsibilities of the Council and Council Secretary
(Rules 42, 79.2(b), 79.3(i), 98.1(d))
i)
5.
Changes are proposed to the provisions in the Rules
for setting the minimum number and qualifications
of persons who must be present at, or participate in,
meetings in order for the meeting to proceed to business
(the “quorum”):
vi) further protection is provided in relation to
demutualisation in the form of 16 Independent
Society Members (who are Qualified Members) being
required to join in a Member application to requisition
or submit a motion to a Special General Meeting with
the only or main object or consequence of seeking
the Board to consider, investigate or take any other
steps relating to the demutualisation of the Society.
The main proposed changes are as follows:
i)
iv) in relation to the Council Secretary’s role, clarification
to reflect the Council Secretary’s function to support
the Council in fulfilling its roles and responsibilities.
v) the Board and the Council would like to provide more
flexibility to Independent Society Members (who are
Qualified Members) as to who they may appoint to
cast their votes at Society General Meetings. The
proposed change means that, in addition to Individual
Members, Independent Society Members would
be permitted to appoint a Council Member (e.g.
their representative on the Council) or a Corporate
Representative attending the meeting on behalf of
another Independent Society Member to act as their
Voting Representative; and
B. WHAT RULE CHANGES ARE PROPOSED?
could also be exempt from being treated as a Significant
Transaction if it is not feasible to seek Member approval as
set out in the Significant Transactions Regulations.
including engagement with other Member structures,
Employees and Independent Society Members; and
In relation to future alterations to the Rules, a change
is proposed to allow greater flexibility as to where
proposed Rule amendments may be set out or
accessed in advance of a Society General Meeting at
which a motion is to be put to approve the changes.
ii) In relation to Rule amendments required or suggested
to be made by the Financial Conduct Authority,
greater flexibility is given to the Group Secretary as to
the means of notifying Members of such changes.
6.
Recruitment of Independent Non-Executive Directors
following the Transitional Period
(Rule 14)
An amendment is proposed as a contingency measure
in the event that there is not a majority of Independent
Non-Executive Directors on the Board following the end
of the Transitional Period at the AGM. Rule 47, which is
a Suspended Rule until the AGM, states that the new
Board must comprise a minimum of seven Directors in
total, of which there must be a majority of Independent
Non-Executive Directors (including the Group Chair and
the Senior Independent Director), at least two Member
Nominated Directors and at least one Executive Director.
The proposed amendment would require that steps be
taken to rectify any Independent Non-Executive Director
shortfall “as soon as reasonably practicable”, whilst
recognising that recruiting Directors with the requisite
skills and experience is the main priority.
7.
Minor tidy-up and clarification changes
(Rules 6.1(h), 27 (first paragraph), 27(d), 31.8, 31.29,
34.6, 35.2, 39.4, 42(e)(ii), 42 (final subparagraph), 55.1,
56(c), 61.1, 79.3(g), 79.3(h), 79.4(b), 79.5(a), 82.2,
87.3(b), 89(b), 94.1, 99.1(e), 100.1, 102, 108.2(b),
111.1(c), 112.1, 114, 118.6(e), 120.4(b)(ii), 121,
122.4(b), 122.5(d), 122.8(a), 122.8(b), 126.2(c),
Appendix 1, Definitions)
These proposed changes are made to correct various
technical, typographical and cross-referencing
inaccuracies and further clarification changes which, in
each case, do not materially affect the meaning of the
Rule in question.
For more information visit www.co-operative.coop/agm2015
2015 Annual General Meeting 7
Proposed amendments
to the Society’s rules
C. DETAILS OF THE PROPOSED RULE CHANGES
Set out below are the detailed Rule amendments giving effect
to the proposed changes summarised above.
Rule 6.1 (h) – After “purchase,” delete “feu,”.
Rule 14 – At the end of Rule 14, insert the following new
paragraph:
“If, at the end of the Transitional Period, there is not a majority
of Independent Non-Executive Directors on the Board in
accordance with Rule 47, steps will be taken to rectify any
shortfall as soon as reasonably practicable, having regard to
the need to ensure that all Directors satisfy the high standards
required by the Eligibility Criteria and the other requirements
set out in the Rules and the applicable governing documents
made in accordance with Rule 12. Subject to this Rule 14, all
other Rules shall apply and shall, to the extent possible, be
given effect following the Transitional Period”.
Rule 27, first paragraph – Delete “sub-paragraph (d)” and
substitute “subparagraph (d) below”.
Rule 27 (d) – Delete subparagraph (d) and substitute:
“(d) they request to be removed from Membership, in which
case, subject to the Rules and the terms and conditions
of the relevant shares (including any right of the Board to
suspend withdrawal), they shall receive from the Society
a sum equal to the amount of share capital in the Society
credited as paid up by the Member, together with any
arrears of interest payable on such share capital and any
arrears of declared dividend payable under the Rules, in
each case at the date of cancellation. The Society shall
be entitled to deduct for its own purposes any amount not
exceeding £1 in respect of which an Individual Member
has previously indicated that in these circumstances,
they do not require repayment. Upon cancellation of their
shares, they shall cease to be a Member and their name
shall be deleted from the Register of Members”.
Rule 31.8 – Delete the final sentence and substitute “Interest
shall not be payable on any individual share capital held by an
Individual Member with a nominal value of £1 or less in total”.
Rule 31.29 – Delete “redeemable shares” and substitute
“Redeemable Shares”.
Rule 32 – Rescind the Rule and substitute:
“32 Annual General Meeting and Half Yearly Meeting
32.1 (a) The Society shall hold an Annual General Meeting
within six months of the end of the Financial Year, at
such hour, date and place as the Board shall determine.
(b) The Board is responsible for, and shall take all steps
in connection with, convening each Annual General
Meeting, including, but not limited to, the approval
and provision of notices, issuing voting papers and
proposing motions for resolution and the conduct of
proceedings at such meeting.
32.2 Where appropriate, the business of an Annual General
Meeting shall include (without limitation):
(a) the receipt of the accounts and balance sheet and
the reports of the Board, the Council and Auditors;
(b) the appointment or re-appointment of Auditors;
(c) the election and re-election of Independent NonExecutive Directors and Executive Directors;
(d) the results of the election of Member Nominated
Directors (if not previously announced) or the election
and re-election of Member Nominated Directors
(if applicable);
(e) the approval of any distribution recommended by
the Council in accordance with Rule 120;
(f) any motion for a resolution in accordance with
Rule 32.3;
(g) the approval of the Directors’ Remuneration Report
in accordance with Rule 61.1 and (where appropriate)
the approval of the Society’s remuneration policy; and
(h) the transaction of any other business included in the
notice convening the meeting.
Motions for resolution
32.3 Motions for resolution at an Annual General Meeting
may be proposed by the Board, the Council, not less
than 100 Qualified Members (as defined in Rule 33.9)
or by not less than four Independent Society Members
(who are Qualified Members).
32.4 Motions for resolution proposed by Qualified Members
or Independent Society Members must be signed by
either not less than 100 Qualified Members or by
duly authorised persons on behalf of not less than
four Independent Society Members (who are Qualified
Members) (as applicable) and delivered to the Group
Secretary at the Registered Office not later than
70 days preceding the date of the Annual General
Meeting. The application may consist of several
documents in like form each signed by one or more
applicants provided that each document is deposited
not later than 70 days preceding the date of the Annual
motions for resolution which have received the prior
written approval of the Council in accordance with Rule
32.5, must be delivered in writing to the Board at the
Registered Office not later than 56 days preceding
the date of the Annual General Meeting. The Board
is responsible for putting such motions, in addition to
motions proposed by the Board itself, to an Annual
General Meeting.
General Meeting. The Group Secretary may decline
to act upon any application where the authority of a
signatory is in doubt (unless the application would be
valid if the signature were not present) or where the
application is otherwise invalid.
32.5 Valid applications received by the Group Secretary
in accordance with Rule 32.4 shall be delivered to
the Council as soon as practicable following the
assessment that the application is valid, following
which the Council shall consider and (if appropriate)
grant its written approval for each proposed motion
for resolution within the timeframe specified in Rule
32.6. Subject to the requirement to comply with any
provisions relating to the passing of particular types
of resolution specified in the Statutes, the Council
shall refuse to grant its approval for a motion for a
resolution and must not itself put forward a motion for
a resolution which it considers:
(a) may result in publicity which could adversely impact
or diminish confidence in the Society (and for these
purposes a resolution pursuant to Rule 57 shall not be
considered to adversely impact or diminish confidence
in the Society); or
Half Yearly Meeting
32.7 The Board shall (unless otherwise agreed with the
Council) convene the Half Yearly Meeting which shall
be held within the period of six months following the
end of the first six months of the Financial Year.
32.8 The business of the Half Yearly Meeting shall be set out
in the notice convening the meeting.
32.9 The provisions in Rules 32.3 to 32.6 (inclusive) shall
apply mutatis mutandis to Half Yearly Meetings.”.
Rule 33 – Rescind the Rule and substitute:
“33. Special General Meetings
(b) is defamatory; or
33.1 All general meetings other than Annual General
Meetings and Half Yearly Meetings shall be called
Special General Meetings (the Special General
Meetings and each a Special General Meeting).
(c) does not relate directly to the affairs of the Society;
or
33.2 The Board shall (except where otherwise provided in
the Rules):
(d) has been brought before a Society General Meeting
within the last two years, and has been defeated when
brought to a vote of the Members; or
(a) wherever it thinks fit, convene a Special General
Meeting; or
(b) convene a Special General Meeting upon the written
request of the Council; or
(e) is frivolous or vexatious; or
(f) would fetter the Board’s right and duty to manage
the affairs of the Society; or
(c) convene a Special General Meeting upon an
application (save as otherwise provided in these
Rules) signed by not less than 500 Qualified Members
(as defined in Rule 33.9), of whom at least two are
Independent Society Members, which has received the
prior written approval of the Council in accordance with
Rule 33.6 below.
(g) would fetter the Council’s or Senate’s powers and
responsibilities; or
(h) would make the Society more susceptible to
demutualisation.
When exercising its judgement in accordance with this
Rule 32.5, the Council must act in good faith in the best
interests of the Society and its Members as a whole
(rather than particular constituencies of Members). It
shall be the responsibility of the Council, in consultation
with the Group Secretary, to propose the wording of the
motion for a resolution in a form which is acceptable to
the Board for inclusion in the notice of meeting.
32.6 Motions for resolution proposed by the Council, and
Subject to Rule 33.7, the Board shall decide the date,
time and place of any Special General Meeting and of
any adjourned meeting and conduct the proceedings of
any such meeting as it sees fit.
33.3 Applications put forward by Qualified Members must
be signed by not less than 500 Qualified Members,
of whom at least two of the signatories must be duly
authorised persons on behalf of Independent Society
For more information visit www.co-operative.coop/agm2015
2015 Annual General Meeting 9
Proposed amendments
to the Society’s rules
Members, and delivered to the Group Secretary at
the Registered Office. The application may consist of
several documents in like form each signed by one
or more applicants provided that each document is
deposited with the Group Secretary within 56 days of
the date on which the first was deposited.
33.4 Subject to the requirement to comply with any
provisions relating to the passing of particular types
of resolution specified in the Statutes, a deposit of
£50 in respect of each signatory to the application
shall be lodged with the application. If within half an
hour after the time appointed for the Special General
Meeting a quorum is not present, all such deposits
shall be forfeited. If a quorum is present, the Qualified
Members present and entitled to vote shall decide
by Ordinary Resolution whether the deposits shall
be appropriated either wholly or in part towards the
expenses of convening and holding the Special General
Meeting and to the extent any such deposits are not so
appropriated they shall be returned by the Society to
the signatories to the application pro rata.
33.5 The Group Secretary may decline to act upon any
application where the authority of a signatory is in
doubt (unless the application would be valid if the
signature were not present) or where the application is
otherwise invalid. The purpose of the Special General
Meeting shall be stated in the application.
33.6 Valid applications received by the Group Secretary
shall be delivered to the Council, which shall consider
and (if appropriate) grant its written approval for the
application. Subject to the requirement to comply with
any provisions relating to the passing of particular
types of resolution specified in the Statutes, the Council
shall refuse to grant its approval for the convening of
a Special General Meeting under this Rule 33.6 and
must not itself request the convening of such meeting
if the motion for a resolution to be considered at such
meeting is one which it considers:
(a) may result in publicity which could adversely impact
or diminish confidence in the Society (and for these
purposes a resolution pursuant to Rule 57 shall not be
considered to adversely impact or diminish confidence
in the Society); or
(b is defamatory; or
(c) does not directly relate to the affairs of the Society;
or
(e) is frivolous or vexatious; or
Rule 34.3 (b) – Delete subparagraph (b) and substitute:
(f) would fetter the Board’s right and duty to manage
the affairs of the Society; or
“(b)
(g) would fetter the Council’s or Senate’s powers and
responsibilities; or
the Voting Representative shall be an Individual
Member, Council Member or (in the case of
an Independent Society Member) a Corporate
Representative validly appointed by another
Independent Society Member under Rule 38.6; and”.
(h) would make the Society more susceptible to
demutualisation.
Rule 34.6 – Delete “of the Society” and substitute “(as
referred to in Rule 112)”.
When exercising its judgement in accordance with this
Rule 33.6, the Council must act in good faith in the best
interests of the Society and its Members as a whole
(rather than particular constituencies of Members). It
shall be the responsibility of the Council, in consultation
with the Group Secretary, to propose the wording of any
motion for a resolution in a form which is acceptable to
the Board for inclusion in the notice of meeting.
Rule 35.1 (a) – Delete subparagraph (a) and substitute:
33.7 An application which has received the prior written
approval of the Council in accordance with Rule 33.6,
or a request to convene a Special General Meeting
made by the Council itself, must be delivered in writing
to the Board at the Registered Office. If, within one
month from the date of the Board’s receipt of the
application or request, the Board has not convened a
Special General Meeting to be held within two months
of the Board’s receipt of the application or request, the
Council may convene a Special General Meeting.
33.8 The purpose of the Special General Meeting shall be
stated in the notice of the meeting. No business other
than that stated in the notice of the meeting shall be
conducted at the meeting.
33.9 A Member shall be a Qualified Member for the
purposes of Rules 32, 33 and 122 if:
(a) he/she (or in the case of an Independent Society
Member, it) is a Member on the date of the immediately
preceding Annual General Meeting or Half Yearly
Meeting (whichever is the closest to the date of the
relevant application);
(b) being an individual, he/she is over 16 years of age
at the date of signing the application for the relevant
meeting; and
(c) he/she (or in the case of an Independent Society
38.6 as his/her (or, in the case of an Independent
Society Member, its) Voting Representative to attend
and, subject to Rule 38.2, to vote at the meeting
instead of him or her (or, in the case of an Independent
Society Member, of it); and”.
Member, it) is shown in the records of the Society to
have made a minimum level of Qualifying Purchases (if
any), such level to be determined by the Board and the
Council in the Purchases Regulations.”.
(d) has been brought before a Society General Meeting
within the last two years, and has been defeated when
brought to a vote of the Members; or
“(a)
except where subparagraph (b) below applies, by 20
Members present and entitled to vote on a show of
hands under Rule 38.2 (and for these purposes each
Voting Representative present and validly appointed in
accordance with the Rules shall count as one Member
regardless of the number of Members who have
appointed him or her as Voting Representative); and”.
Rule 35.1 (b) – Delete subparagraph (b) and substitute:
“(b)
in the case of a Special General Meeting requisitioned
under Rule 33.2(c), by 500 Members present and
entitled to vote on a show of hands under Rule 38.2
(and for these purposes each Voting Representative
present and validly appointed in accordance with the
Rules shall count as one Member regardless of the
number of Members who have appointed him or her as
Voting Representative).”.
Rule 35.2 – Delete “33.3” and substitute “33.2(c)”.
Rule 35.3 – Delete Rule 35.3 and substitute:
“35.3 If at an adjourned meeting a quorum is not present
within half an hour from the time fixed for holding the
meeting, the meeting shall be dissolved. The quorum
for an adjourned meeting shall be the same as for the
original meeting except that, in the case of a meeting
referred to in Rule 35.1(b) which was adjourned after
proceeding to business, the reference to 500 Members
shall be replaced by a reference to 200 Members so
qualified.”.
Rule 39.4 – Delete Rule 39.4 and substitute:
“39.4 The instrument appointing a Voting Representative
shall be deemed to confer authority to demand or join
in demanding a poll, to speak at the meeting and to
vote in relation to any adjournment of the meeting and
at any adjourned meeting.”.
Rule 42 – After “decide” insert “(after consultation with the
Council or Senate)”.
Rule 42 (e)(ii) – Delete “members” and substitute
“Members”, and after “Society General Meeting” insert
“convened by the Board under Rule 33.2(a)”.
Rule 42, final subparagraph – Delete “(a)” at the beginning
of this subparagraph and substitute “(f)”.
Rule 55.1, line 1 – After “re-elected” insert “as”.
Rule 56 (c) – Delete “a” and substitute “an arrangement or”.
Rule 61.1 – Delete “remuneration report (the Directors’
Remuneration Report)” and substitute “Remuneration
Report”.
Rule 66.1 – Rescind Rule 66.1 and substitute:
“66.1 Where there is at least one Member Nominated
Director, one Independent Non-Executive Director and
one Executive Director on the Board, the quorum for
the transaction of the business of the Board shall be
three Directors of which one is a Member Nominated
Director, one is an Independent Non-Executive Director
and one is an Executive Director. In the event that the
meeting is inquorate the Group Secretary shall call a
further meeting of the Board by giving notice under
Rule 65.3 and the quorum shall be three Directors. If
there is not at least one Member Nominated Director,
one Independent Non-Executive Director and one
Executive Director on the Board, the quorum shall be
three Directors.”.
Rule 39.1 (a) – Delete subparagraph (a) and substitute:
Rule 79.2 (b) – After “account” insert “for the performance of
the business and adherence to Values and Principles, including
(without limitation) information”.
“(a)
Rule 79.3 (g) – Delete “and”.
may appoint another Individual Member, Council
Member or (in the case of an Independent Society
Member) a Corporate Representative validly appointed
by another Independent Society Member under Rule
Rule 79.3 (h) – Delete “Statement.” and substitute
“Statement; and”, and following that insert the following new
subparagraph:
For more information visit www.co-operative.coop/agm2015
2015 Annual General Meeting 11
Proposed amendments
to the Society’s rules
“(i)
within the policy agreed between the Board and the
Council, to develop and promote the involvement of
Members in the democratic processes of the Society,
including (without limitation) engagement with other
Member structures, Employees and Independent
Society Members.”.
Rule 79.4 (b) – Delete “32.2, 32.3(f) and 33.3” and
substitute “32 and 33”.
reappointment” and substitute “their reappointment” and after
“removing” insert “them”.
Rule 112.1 – Rescind Rule 112.1 and substitute:
“112.1 The Board shall present to the Annual General Meeting
the Annual Report and Accounts, comprising the group
accounts together with reports of the business and
affairs of the Society and its subsidiaries. The reports
shall include a description of the differing operations
carried on by the Society and its subsidiaries and the
contributions of such respective differing operations to
its trading results.”.
Rule 79.5 (a) – Delete “and to use all reasonable endeavours
to establish such Member structures by not later than the
Society’s Annual General Meeting in May 2015” and substitute
“and agreed with the Council”.
Rule 114 – After “latest” insert “consolidated”.
Rule 82.2 – Rescind Rule 82.2 and substitute:
Rule 118.2 – Rescind Rule 118.2 and substitute:
“82.2 Unless otherwise set out in these Rules, the Council
Policies and Procedures Manual or as determined by
the Council from time to time, the proceedings of the
Council and of the Senate shall be governed by the
Rules regulating the proceedings of Directors so far as
they are capable of applying”.
“118.2 Notice of such a Society General Meeting shall either
specify the Rules to be made or amended or identify
where such Rules or Rule amendments can be
accessed.”.
Rule 87.3 (b) – Before “maximum” insert “any”.
Rule 89 (b) – Delete “a” and substitute “an arrangement or”
and delete “order”.
Rule 118.6 (e) – Delete subparagraph (e) and substitute:
Rule 95 – After “Council.” insert “If a quorum has not been
fixed by the Council, the quorum for the transaction of the
business of the Council shall be a majority of the Council
Members.”.
Rule 120.4 (b)(ii) – Delete “Qualifying Purchases” and
substitute “qualifying purchases”.
Rule 98.1 (d) – After “Rules” insert “to support the Council in
fulfilling its roles and responsibilities”.
Rule 122.2 – Delete “the requirements set out in Rule 33.3”
and substitute “the relevant requirements set out in Rule
33” and delete “(as defined in Rule 33.5),” and substitute
“(as defined in Rule 33.9) (of whom at least 16 must be
Independent Society Members),”.
Rule 100.1 – After “Senate” at the end of Rule 100.1 insert
“(or, if applicable, the number of seats closest to 20 per cent
where any fraction of 0.5 or above would be rounded up)”.
Rule 102 – Before “maximum” insert “any”.
Rule 104 – After “Council.” insert “If a quorum has not been
determined by the Council, the quorum for the transaction of
the business of the Senate shall be a majority of the members
of the Senate.”.
Rule 108.2 (b) – Delete “not hinder” and substitute “promote”.
Rule 109.4 (b) – After “acquisition” insert “or other strategic
transaction”.
Rule 111.1(c) – Before “Statutes” insert “the”, delete “the
Appendix 1, definition of “Council Member” – After
“Independent Society Member” insert “representative”.
Rule 126.2 (c) – After “deemed” insert “to have been”.
“Directors’ Remuneration Report means the remuneration
report in respect of the Executive Directors, the Independent
Non-Executive Directors, the Member Nominated Directors and
the Executive;”
Appendix 1, definitions of “Annual Accounts”,
“Conversion Benefits” and “Register of Members” –
Delete “means”.
Appendix 1, definition of “CEO” – Delete “appointed by”
and substitute “, also referred to as the Group Chief Executive,
appointed to”.
Appendix 1, definition of “Directors Remuneration
Report” – Delete the definition and substitute:
Appendix 1, definition of “Half Yearly Meeting” – Delete
“32.6” and substitute “32.7”.
Appendix 1, definition of “Qualified Member” – Delete
“33.5” and substitute “33.9”.
Appendix 1 – After the definition of “CEO” insert “CFO
means the chief financial officer of the Society from time to
time;”.
Rule 118.4 – Delete the last sentence and substitute “The
Group Secretary shall inform the Members prior to or at the
next Society General Meeting of any and all amendments to
the Rules made in accordance with this Rule or where such
amendments can be accessed.”.
Rule 94.1 – Rescind Rule 94.1. Renumber Rules 94.2 and
94.3 as 94.1 and 94.2 respectively.
Rule 99.1 (e) – After “and” insert “/”.
Rule 122.8 (b) – delete “paragraph (c)” and substitute
“subparagraph (c) of Rule 122.7”, and delete “the
Council Members” and substitute “Members who are
Council Members”.
“(e)
Rules 32 and 33 (Society General Meetings);”.
Rule 121 – Delete “108” and substitute “109”.
Rule 122.4 (b) – Delete “the requirements set out in Rule
32.2” and substitute “the relevant requirements set out in
Rule 32”.
Rule 122.5 (b) – Delete “the requirements set out in Rule
33.3” and substitute “the relevant requirements set out in
Rule 33” and delete “(as defined in Rule 33.5),” and substitute
“(as defined in Rule 33.9) (of whom at least 16 must be
Independent Society Members),”.
Rule 122.5 (d) – After “website;” insert “and”.
Rule 122.8 (a) – delete “paragraphs (a) and (b)” and
substitute “subparagraphs (a) and (b) of Rule 122.7”.
For more information visit www.co-operative.coop/agm2015
2015 Annual General Meeting 13