Hamwic Housing Co-operative Limited (hereafter referred to as Hamwic or the Co-operative) is a fully mutual housing co-operative and is a Registered Society under the Co-operative & Community Benefit Societies Act 2014, Registration number 24720R. Hamwic is managed by the membership at monthly General Meetings. Consequently, all Members are considered to be Society Directors when attending General Meetings, but at no other time outside of General Meetings.
Bankruptcy, Fraud and Membership
If an individual has been declared bankrupt, or is subject to a debt relief order, or has a conviction for fraud, or has a disqualification order by the court, they may be legally prohibited from becoming a society director. If a member falls under any of these categories during their membership, again they may have no legal right to be a society director.
Following your application, checks will be undertaken. If you are legally prohibited from being a society director you can not be a member of Hamwic unless you obtain a waiver from the court. If you can not be a member you can not be housed. For further advice contact your local Citizens Advice Bureau.
Thousands of ordinary people are Directors of co-operatives and community businesses. It is not an onerous task but there are duties with which you must comply.
When am I a Director?
Unless given specific authority or powers by a General Meeting, such as being elected as an Officer, you are only able to act in the capacity of a Director when attending a properly convened General Meeting.
If you misrepresent yourself as a Director, you can be held personally liable for any debts incurred. For example, if you ordered goods without authorisation from the Building Officer through the appropriate procedure you may be expected to cover the cost yourself.
Director’s Legal Responsibilities and Duties
Honesty: Members have a legal responsibility to act honestly and truthfully. This, along with acting in the best interest of the Co-operative, underpins most of the legal duties below. Members will not misrepresent the truth in meeting or when acting on behalf of the Co-operative.
Act in good faith, in the best interests of the co-operative: Members are duty bound to make decisions in the best interests of the co-operative and all its members – including future members. Not in the personal interest of yourself or another member. This means putting the interests of the co-operative ahead of your own personal interests (e.g. as a tenant – paying rent, having rent arrears). You need to balance interest with the consideration whether or not a decision will disadvantage particular members or groups of members.
A good example is rent increases. Whilst most would like to pay less rent, for the Co-operative to be sustainable there have to be modest rent increases to pay for ongoing property costs such as repairs, maintenance, major repairs such as replacing a roof, and acquiring new properties to house more members. Consequently, members have a duty to approve rent increases. One membership benefit is affordable rent, and any rent rise should operate within this premise.
Protect and Preserve the Co-operative’s property: Members are responsible for protecting and preserving the assets of the Co-operative. Its properties, equipment and financial reserves. For example, maintaining the value of property by fixing major repairs (e.g. roof repairs) within a reasonable timescale, preserving and securely storing building equipment, ensuring adequate cashflow and reserves now and for future members to effectively undertake a 56-bedspace property portfolio going concern. These assets are only used to meet the Co-operative’s aim – the development and provision of housing to members. Members are strictly not allowed to make any personal gain or profit from the Co-operative.
Avoid conflicts of interest: Members are required to avoid situations in which they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the co-operative. If you have a personal interest in a decision you will declare a vested interest at the General Meeting. For example, Related Parties, paying relatives/friends for property services, proposing to add your relative/friend to the approved building contractors list. The Co-operative will then make a judgement as to whether you should take part in the decision. A conflict of interest generally does not exist if all members are equally affected by a decision. Such as rent increases or agreeing a programme or maintenance for the Co-operative as a whole.
Confidentiality: Unless specific permission is given through a decision of the General Meeting in a role, policy or procedure, members have a duty to keep Hamwic business confidential. This does not apply to information in the public domain.
Respect the outcome of General Meeting decisions: All members can participate in General Meetings and put forward opinions for and against a decision. However, once the Co-operative has made a decision, members will abide by that decision. Even if you disagree or voted against. Accepting democratic decisions reflects the co-operative value of solidarity.
Take care: To safeguard the assets of the Co-operative, and ensure they are used in the best interests of the Co-operative, members are expected to take proper care in meetings and in any duties carried out for the Co-operative.
Use your skill and judgement: When making a decision, you will use your best skill and judgement. You are not expected to be an expert, but if you do have experience or skills you are expected to use them. Sharing your experience with other members in a meeting can help the Co-operative make good decisions. You should be careful to make clear the limits of your expertise.
Seek advice: If as a body of people the General Meeting feels Hamwic lacks sufficient information or technical knowledge to make a decision, the Co-operative will seek independent or professional advice and base decisions on that advice. If you ignore facts or advice when making decisions or act outside of the Co-operative Rules you risk being personally liable for the debts of the Co-operative or costs associated with the decision.
Prepare for meetings: To ensure good decisions are made, members will read reports and papers before General Meetings and arrive properly prepared. During the meeting if something is not clear, ask for an explanation. If you feel further information is needed to make a good decision make sure you ask questions.
Ensure you have sufficient skills: Members will ensure they are properly equipped to carry out their responsibilities. Although most tasks in the Co-operative are suitable for ordinary members if you need support or training to carry out a job on behalf of the Co-operative ask for help.
Obey the law: All decisions made by members must comply with the law. This includes housing legislation which sets out responsibilities to tenants and general laws. The Co-operative must also comply with the Co-operative and Community Benefit Societies Act 2014.
Obey the Rules: All members must comply with the Registered Rules and the Standing Orders, Policies and Procedures of the Co-operative. It is recommended you read the Rules, Policies and Standing Orders.
What happens if I do not comply with these duties?
Money or other property belonging to the Co-operative which has been misappropriated or misused by a member in breach of the duties outlined above can be recovered by an order of the magistrates’ court with or without a conviction for a criminal offence. The same applies to losses suffered by the Co-operative as a result of the misuse of its assets.
It is likely you will lose your membership for conduct detrimental to the interests of the Co-operative. If you lose membership, you will lose your tenancy.
If you are interested in reading more, we recommend the Co-operatives UK Society Director guide.
All members of the Co-operative are advised to read the Registered Rules of Hamwic Housing Co-operative Limited.