Introduction

Argyle Street Housing Co-operative Limited (ASH Co-op.) was established between 1977 and 1981 by co-operation between local young people in housing need and the Society for Co-operative Dwellings, with funding from the Housing Corporation, to meet the housing needs of young, single, homeless people in Cambridge. Its 23 units of accommodation provide 96 dwellings within shared houses and one-bedroom flats. It is a fully mutual housing co-operative. This is housing where democratic management is ensured by all members of the management company (ASH Co-op. Ltd) also being tenants of ASH Co-op. and all tenants being required to be members of ASH Co-op.

It is registered as a housing association with the Housing Corporation (Registration No: C2303). The Housing Corporation distributes funds from the Department of the Environment to provide low cost rented housing. It monitors the good management of housing where funding has been provided.

It is also registered with the Registry of Friendly Societies as an Industrial & Provident Society (Registration No: 21833R). ASH Co-op. registers its rules with the Registry of Friendly Societies who keep them available for public inspection. This gives ASH Co-op. the public status of an Industrial & Provident Society. Industrial & Provident Societies developed in the 19th Century from neighbourhood based working men’s borrowing and mutual insurance clubs. Their structure of was designed to hold a committee accountable to a wider membership. Many housing associations operate using rules drafted along these lines.

This document comprises two sections and is intended to state clearly to all concerned the powers, functioning and role of the Committee of ASH Co-op as detailed in it's rules and the standing orders of the Committee as agreed by ASH Co-op. It was amended in 2022 to remove a third section which provided blueprints for operation of the working groups that existed at an earlier time but does not represent the state of the Committee in 2022.

  1. Rules

    The limits of the Committee’s activities are defined by the rules of ASH Co-op. Limited. These rules are registered with the Registry of Friendly Societies. This section restates those rules which deal specifically with the Committee’s composition, powers and responsibilities.

  2. Standing Orders

    These describe how the Committee will operate in accordance with the rules.

SECTION A

Rules

The General Meeting is the governing body of ASH Co-op. and all members, staff and any working groups are ultimately responsible to it. The Committee has the following particular powers, specified in the Rules of ASH Co-op:

  1. Rules 31 to 37 state:
    • the composition of the Committee;
    • how its members are elected and removed from office;
    • the requirement for Committee members to declare their interests.
    • 31. The Society shall have an Executive Committee (called “The Committee”) which shall manage the business of the Society and shall not exceed 32 nor be less than 6 in number.
    • 32. The Committee shall comprise joint meetings of the Finance Group and Secretarial Group of the Society, which shall be as far as is possible of equal size and shall be elected at each semi-Annual General Meeting. Retired Committee members shall be eligible for re-election.
    • 33. A Committee member may be removed from office by a resolution carried by a majority of the members present and voting at an Ordinary General Meeting convened for that purpose. Any resolution carried at an Ordinary General Meeting to remove a member from the Finance or Secretarial Group shall also have the effect of removing that member from the Committee.
    • 34. On a Committee member’s leaving of the Committee, from whatever cause, the Committee shall call an Ordinary General Meeting for the purpose of holding an election to fill the vacancy.
    • 35. Members shall not be eligible for membership of the Committee:- (i) If they are under the statutory age for attaining legal majority; (ii) If they are bankrupt, are parties to arrangements with their creditors, are incapacitated by physical or mental illness or convicted of an indictable offence.
    • 36. Committee members shall cease to be Committee members if they resign their office by written notice to the Secretary, cease to be members of the Society, fall within the restrictions described in rule 35(i) or absent themselves from four consecutive meetings of the Committee without special leave of absence.
    • 37. Committee members who might benefit either financially or materially in connection with any business under discussion at a meeting shall, if they are present at the meeting, make their interests known and shall not vote upon the business, nor shall they remain present during the discussion unless requested to do so by the other members present.
  1. Rules 38 to 40 state:
    • the conduct of Committee meetings;
    • the requirement for there to be a President and Vice-President of the Committee and the way in which they are to be elected and removed from these positions.
      • 38. Committee meetings shall be held at such times and places as the Committee shall from time to time decide or as the Society in general meeting may direct. Six Committee members (comprising at least three members of the Finance Group and at least three members of the Secretarial Group), or such greater number as the committee shall determine, shall form a quorum.
      • (a) At their first meeting after the beginning of each financial year, the Committee shall elect a President and Vice-President from their own number to hold office until the first meeting of the Committee held in the following financial year. If both the President and Vice-President are absent or unwilling to chair any Committee meeting, the Committee members present shall elect one of their number to be President for the meeting.
      • The President and Vice-President may resign their office by notice in writing to the Secretary, and should this occur the Committee shall forthwith elect Committee members to fill the vacant posts.
      • (c) The President or Vice-President may be removed from office by a vote of a majority of Committee members present at a special meeting called for that purpose.
      • 40. Conduct of Committee meetings shall be in accordance with such Standing Orders (which shall not conflict with the rules of the Society) as from time to time exist.
  1. Rules 41 to 46 state:
    • the powers of the Committee
    • that the Committee may delegate any of its powers to working groups, with the agreement of ASH Co-op.’s General Meeting
    • that the Committee may delegate any of its powers to managing agents, with the agreement of ASH Co-op.’s General Meeting and the Housing Corporation.
    • 41. The Committee may exercise all such powers as may be exercised by the Society and are not required, either by these rules or by statute, to be exercised by the Society in general meeting. This is subject nevertheless to the provisions of these rules and regulations not inconsistent with these rules made from time to time by the Society in general meeting. The Committee shall in all things act for and in the name of the Society.
    • 42. Without prejudice to its general powers conferred by these rules, the Committee may exercise the following powers:- (a) To purchase, sell, build upon, lease or exchange any land, including the agreement and acceptance of any liability for resultant expenses, and to enter into any contracts and settle contract terms; To settle the terms of engagement and remuneration (i.e. payment) if any of the Secretary and other officers of the Society and of any consultant, agent or employee employed by the Society in the furtherance of its objects (Rule 2 states: The objects of the society shall be:- (a)the construction, improvement and management on the Co-operative Principles (as set out in the appendix of these rules) of houses for occupation by members of the Society and (b) the provision and improvement on the Co-operative Principles of land or buildings for purposes connected with the requirements of the members occupying the houses provided by the Society).
      • (c) To mortgage any land, including the agreement and acceptance of any liability for resultant expenses;
      • (d) subject to the Society’s Agreement with the Housing Corporation, to appoint Managing Agents and to determine, revoke, alter from time to time, and at all times enforce as it thinks fit, the terms and conditions on which the property of the Society is to be let and managed;
      • (e) To appoint and remove all solicitors, architects, surveyors and employees of every description.
      • (f) To pay expenses (including travelling expenses) necessarily incurred by Committee members in the execution of theirs duties;
      • (g) To 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 Society;
      • (h) to affiliate or subscribe to any organisation in such manner as the members in general meeting may form time to time determine;
      • (i) to implement any policy determined in accordance with rule 24(v). (This rule allows the Semi-Annual General Meeting to decide a policy for distributing any ‘profits’ generated by ASH Co-op.’s activities).
    • 43. A receiver appointed by a mortgagee may assume such powers of the Committee as s/he deems to be necessary to carry out her/his duties.
    • 44. (a) Subject to the agreement of a majority of members present and voting at general meeting, the Committee may delegate any of its powers to Working Groups appointed in general meetings of the Society, which shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Committee so far as they are applicable. Any decisions made by such Working Groups shall be reported to the next meeting of the Committee or to the next Ordinary General Meeting of the Society, whichever is the sooner. (b) Subject to the agreement of majority of members present and voting at general meeting, the Committee may delegate such of its powers as may be necessary or expedient to Managing Agents appointed under rule 42(d).
    • 45. All acts done in good faith by any meetings of the Committee or Working Groups shall be deemed valid notwithstanding any later discovery that there was any defect on the appointment of any member or that any one or more of them were disqualified.
    • 46. A resolution in writing signed by all the Committee members or by all the members of a Working Group shall be as valid and effectual as if it had been passed at a meeting of the Committee or Working Group duly called and constituted.
  1. Rules 7 to 8 state:
    • the Committee’s control over membership and share issue
    • 7. The Committee may within their absolute discretion admit or refuse to admit any person to membership of the Society.
    • 8. All applications of membership shall be made to the Committee at the Registered Office of the Society (3 Fletchers Terrace, Cambridge, CB1 3LU). Applicants who are approved shall be issued with one share each upon payment of one pound, shall have their names entered in the register of members and occupy housing provided by the Society.
  1. Rule 16 states:
    • that the Committee is allowed to offset the cost of shares and deposits against members’ debts to ASH Co-op.
    • 16. The Society shall have a lien ( “a right over another’s property to protect a debt charged on that property” - Concise Oxford Dictionary) on the share and returnable payment (This would apply to any deposit charged by ASH Co-op) of a member for any debt due to it by the member including the cost to the Society of rectifying or indemnifying in respect of each breach by the members of his agreement with the Society, such costs to be assessed by the Committee, and the Society may set off any sum standing to the member’s credit including any loan money and interest in or towards the payment of such debt.
  1. Rule 17d and 19 state:
    • that the Committee shall decide the terms and conditions on which ASH Co-op. may borrow money
    • 17 (d) Subject to the preceding provisions of this rule and to the provisions relating to loan stock contained in rules 18, 19 and 20, the Committee shall have power to determine and vary from time to time the terms and conditions on which money is borrowed or loan stock is issued. (Loan stock offers a way of ASH Co-op. borrowing money against the value of its property and repaying it at a fixed rate of interest. It could use this money to further its aims and would thus act not unlike a building society, offering interest to those who deposit money for use by the Society.)
    • 19. Loan stock if any, shall be paid for at such times and in such amounts as the Committee may from time to time require in writing. Such loan stock shall be issued in multiples of not less than five pounds and shall carry such interest, if any, as may have been determined by the Committee under rule 17. A certificate sealed by the Society shall be delivered to the loan stock subscriber upon payment to the Society of the full amount of such loan stock.
  1. Rule 25a states:
    • that the Committee may call a General Meeting of ASH Co-op.
    2. 25 (a) An Ordinary General Meeting shall be convened either by order of the Committee or upon a written request to the Secretary signed by at least one-tenth of the members of the Society. Such requisitions shall state the business for which the meeting is to be convened.
  1. Rules 54 to 55 state:
    • how minutes of Committee meetings are to be kept;
    • how ASH Co-op.’s seal is to be used.
    • 54. Minutes of every general meeting and of every Committee Meeting shall be kept and read at the next respective meeting and signed by the chairperson of the meeting at which they are read. All minutes so signed shall be conclusive evidence of any fact stated therein.
    • 55. The Society shall have a seal which shall be used only as authorised by the Secretarial Group. The affixing of the seal shall be attested by the signatures of the two Committee members and the countersignature of the Secretary for the time being. (A seal is not a sea-mammal, often exploited by circuses to balance balls and catch fish, but a grey metal implement which stamps the name of ASH Co-op. onto paper.)
  1. Rules 72 to 73 state:
    • the responsibilities of the Committee on the death or bankruptcy of a member of ASH Co-op.
    • 72. Upon a claim made by the personal representatives of a deceased member, or the trustee in bankruptcy of a bankrupt member, to any property in the Society belonging to the deceased or bankrupt member, the Committee shall transfer or pay such property to which the personal representatives or Trustee in bankruptcy has become entitled as they may direct.
    • 73. Subject to the provisions of the 1965 Industrial and Provident Societies Act, members may nominate persons to whom any of their property in the Society shall be transferred at the time of their deaths. On receipt of satisfactory proof of death of a member who has made such nomination is and to the extent that the nomination is valid under said Act, the Committee shall either transfer or pay in accordance with that Act the full value of the property comprised in the nomination to the person
      • nominated.

SECTION B

Committee Standing Orders

ASH Co-op.’s rules allow it to decide how the Committee will go about its business. These standing orders repeat some of the rules and add certain policy decisions made by ASH Co-op. in General Meeting (e.g. the notice required for committee meetings). Their purpose is to ensure that the Committee works in a way which is clear and agreed by all members of ASH Co-op.

(R = set by the Rules) (P = policy set by General Meeting)

    Committee Membership

  1. Membership of and election to the Committee is determined by the Rules.
    1. Members of the Committee shall also be members of ASH Co-op., (except in accordance with Schedule 1 of the Housing Act 1996 which grants the Housing Corporation the powerto appoint members to ASH Co-op.’s Committee). (R)
    2. In addition to the election of Committee members at the Semi-Annual General Meeting (R), members of ASH Co-op may be elected to the Committee under the following conditions (P):
      • They are nominated in writing by two other members of ASH Co-op.
      • Their nomination is publicised on the agenda of a General Meeting
      • Their election is confirmed by a majority of members present and voting at that General Meeting
    1. A Committee member shall be deemed to have vacated his office if they (R):
      • give written notice to the Secretary;
      • ceases to be a member of ASH Co-op;
      • becomes bankrupt;
      • is convicted of an indictable offence;
      • absents himself/herself from four consecutive meetings without having offered apologies for absence, prior to any of those meetings.

    Committee Meetings

  3. While all members of ASH Co-op. are entitled to attend any Committee Meeting, voting is restricted to Committee members. At any Committee meeting the Chair shall not vote unless a casting vote is required. (P)
  4. Each meeting of the Committee shall be chaired by the President or Vice-President of the Committee. In the case of both being absent from any meeting, committee members present shall elect a Chair from amongst their number. (R)
  5. Six Committee members shall form a quorum, three of whom shall be from the Finance Group and three from the Secretarial Group. (R)
  6. The Committee will meet at least every month. Normally, committee meetings will take place on the third Thursday in each month and will be called by the previous Committee meeting. (P) Committee meetings may also be called by any General Meeting. (R)
  7. Appropriate staff members (i.e. paid employees of ASH Co-op) will be required to attend committee meetings except when dealing with certain confidential matters in the Agenda. (P)
  8. Notice of any committee meeting will be fixed to the door of the registered office of ASH Co-op. (at 3, Fletcher’s Terrace, Cambridge) at least 7 days before that meeting. (P)
  9. An agenda detailing the business of any Committee meeting will be distributed to each house owned by ASH Co-op. at least 48 hours before that meeting. (P)
  10. Any member of ASH Co-op. wishing an item to appear on the agenda of a Committee meeting may ensure this by giving written notice to the registered office at least 72 hours before the meeting.

    11. Committee Responsibilities

  11. The powers and responsibilities of the Committee are determined by the Rules of ASH Co-op and section C. of this document. (R / P)

    12. Delegation of Powers

  12. The Committee will seek the approval of a General Meeting of ASH Co-op. in delegating any of its powers to working groups. The Committee will ensure that any decisions made by the working groups to whom it has delegated powers are reported to the next properly convened meeting of ASH Co-op., in accordance with Rule 44 a . (R)
  13. The Committee will ensure that all members of ASH Co-op.’s working groups are ratified by a General Meeting in their relevant responsibilities. (R)

    14. Declaration of Interests

  14. The Committee will comply with Schedule 1 of the Housing Act 1996 which requires committee members to declare their interests in any of ASH Co-op.’s housing activities. (P)

STANDING ORDERS FOR MEETINGS

(as ratified at the General Meeting of 4th June 1997)

  1. Membership Membership of the Management Committee shall be determined in the rules. The Secretary shall report to each meeting of any vacant Officer or Management Committee posts.
  2. Quorum The Quorum for a Management Committee or General Meeting shall be that outlined in the rules.
  3. Observers Any member of the Co-op can attend Management Committee meetings as an observer, with speaking rights and the right to make a proposal, but not to vote. Anyone on the shortlist for Co-op housing can attend as an observer.
  4. Attendance List The Secretary shall record the names of all members present at each meeting.
  5. Management Committee Papers and Minutes
    1. Any Co-op member may place items on the agenda by contacting the Secretary. The Secretary should also be contacted at least seven days before the meeting. In an emergency, this requirement may be waived, at the discretion of the Chair.
    2. Papers (i.e. agenda, reports etc) for each meeting shall be submitted to the Secretary, and shall be circulated to members at least 2 days prior to each meeting. Notice, a statement that a meeting has been set shall be given at least on the office door and on the Hut notice boards, both inside and out at least 7 days before a meeting. The Secretary shall ensure that each house receives a copy of the papers. In an emergency, an item or report may be taken at a meeting if it has not been circulated, at the discretion of the Chair.
    3. Minutes of all meetings will be taken by the Secretary, and circulated to members within 7 days of the meeting. They will be agreed at the subsequent meeting, with any amendments, and signed by the Chair of that meeting as a true and accurate record.
    4. The agenda for each meeting shall be drafted by the Secretary.
    5. If the Secretary is unable to take the minutes at the meeting, the meeting shall elect another member to take the minutes.
  6. Meetings
    1. Meetings: The Management Committee shall meet every month. Also there will be a General Meeting every month except for months where there is an SAGM (Semi Annual General Meeting) or AGM (Annual General Meeting).
    2. Emergency Meetings: If it is necessary to convene an emergency meeting, The Secretary shall ensure that this is done within the Co-op’s rules.
    3. Papers: An agenda, minutes and reports (when required) shall be produced for each meeting.
    4. Time: All meetings of the Management Committee and GM shall not last for more than 2 hours. A simple majority of members can agree up to four 15 minute extensions.
    5. Behaviour: All meetings shall be conducted in a Co-operative manner, and in line with the Co-op’s policy on conduct at meetings. If a member behaves in a disruptive way, the chair shall ask him/her to leave the meeting. If the member refuses to do so, the Chair shall adjourn or close the meeting. If the meeting is adjourned, it can be reconvened within one week, with the Secretary notifying all members of the date.
    6. Circulation Of Proposals: Unless considered by the Chair to be urgent, proposals shall only be voted on if they have been circulated in advance.
    7. Proposals: Once a proposal has been made and seconded, the Chair shall ask for an indication of members who wish to speak for and against the proposal. If there are no members who wish to oppose the proposal, it shall immediately be put to the vote.
    8. Amendments: If an amendment is made to a proposal, there shall be an immediate discussion of the amendment. There shall then be a vote on the amendment, and then further discussion on the original proposal (as amended).
    9. Voting: Voting shall be by show of hands, except in Officer Elections, when a secret ballot shall be used. In the event of a vote being tied, the Chair shall have a casting vote.
    10. Chair and Vice-Chair: The Co-op Chair and Vice Chair shall chair all meetings. In the event of the Chair being absent, or wishing to speak on an item of business, the Chair shall stand down, and be replaced by the Vice Chair. If the Vice Chair is not present, the meeting shall elect a member to chair that part of the meeting.
    11. Challenges to the Chair: A member of the Management Committee or any member at a General Meeting may challenge the Chair’s decision. If this is done, the Chair shall vacate the chair, and be replaced by the Vice Chair to hear the challenge. The challenger shall then speak for two minutes on their reason for challenging the Chair’s decision, and the Chair shall have the right of reply for the same length of time. A vote shall then be taken, with a simple majority deciding the matter.
    12. Time Limits: A proposer may speak for 5 minutes. All other contributions to debate shall be limited to 4 minutes. A proposer has the right of reply to the debate for 4 minutes.
  7. Procedural Proposals
    • Acceptance of procedural proposals, except a challenge to the Chair, shall be at the discretion of the Chair. The procedural proposals outlined below may be moved, and there shall be one speaker for and one against, with two minutes each to speak. These shall be agreed by a simple majority except where specified.
      • That the question now be put (i.e. that a vote is taken immediately)
      • That the question now be adjourned to a later and specified meeting
      • That the question be referred to a Management Committee meeting, or sub-Committee, or group
      • That the meeting proceed to the next item of business
      • That the meeting be adjourned for up to ten minutes
      • That a specified standing order be suspended
      • That the suspended standing order be resumed
      • That the order of business be changed (this shall require a two-thirds majority).
  8. Points of Order and Points of information Points of Order: These shall take precedence over all other business, but must be made as a question to the Chair, and there shall be no discussion on them except for a reply from the Chair. Points of Information: These shall be made to offer information during the speech of another member, and shall only be made if the speaker indicates his/her agreement, and gives way.
  9. Elections Elections may be made by secret ballot. In contested elections, candidates shall be able to speak for two minutes prior to the election.
  10. Changes to Standing Orders These standing orders may be changed by simple majority at an SAGM, or General Meeting where the proposed changes have been put on the agenda in advance of the meeting in line with the rules and standing orders.