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    <h1>Companies Act 2006 Private Company Limited by Shares Articles of </h1>

    <h2>Interpretations</h2>

    <div>
      <p>
        In these Articles:
      </p>
      <dl>
        <dt>Address</dt><dd>means a postal address or, for the purposes of
          electronic communication, a fax number, email address or
          telephone number for receiving text messages</dd>
        <dt>Articles</dt><dd>means the Company’s articles of association</dd>
        <dt>The Board of Directors or Board</dt><dd>means all those persons
          appointed to perform the duties of directors of the Company</dd>
        <dt>Companies Acts or the Act</dt><dd>means the Companies Acts (as
          defined in section 2 of the Companies Act 2006) in so far as they
          apply to the company</dd>
        <dt>The Co-operative</dt><dd>means the above-named company</dd>
        <dt>Co-operative Principles</dt><dd> are the principles defined in the
          International Co-operative Alliance Statement of Co-operative
          Identity. The principles are those of voluntary and open
          membership, democratic member control, member economic
          participation, autonomy and independence, education, training and
          information, co-operation among co-operatives and concern for the
          community</dd>
        <dt>Co-operative Share</dt><dd> refers to an ordinary voting share held by
          an employee, who is a member of the company having the rights set
          out in these Articles</dd>
        <dt>Director</dt><dd> means a director of the Co-operative and includes
          any person occupying the position of Director, by whatever name
          called</dd>
        <dt>Document</dt><dd> includes, unless otherwise stated, any document sent
          or supplied in electronic form</dd>
        <dt>Electronic means</dt><dd> has the meaning given in section 1168 of the
          Companies Act 2006</dd>
        <dt>Employee</dt><dd> means anyone over the age of 16 holding a contract
          of employment with the Co-operative to perform at least eight
          hours of work per week for the Co-operative</dd>
        <dt>Entrenched</dt><dd> has the meaning given by section 22 of the
          Companies Act 2006 and as detailed under the heading
          ‘Resolutions’ in these Articles</dd>
        <dt>Equity Share</dt><dd> means a non-voting ordinary share in the
          Co-operative having the rights as set out in these Articles</dd>
        <dt>Equity Shareholder</dt><dd> means a Person holding an Equity Share as
          defined in these Articles</dd>
        <dt>Member</dt><dd> has the meaning given in section 112 of the Companies
          Act 2006 and as detailed under 'Membership' in these Articles</dd>
        <dt>Par value</dt><dd> means the value of the share at the time of its
          issue</dd>
        <dt>Person</dt><dd> means, unless the context requires otherwise, a
          natural person, unincorporated body, firm, partnership, corporate
          body or the nominee of an unincorporated body, firm, partnership
          or corporate body</dd>
        <dt>Regulations</dt><dd> has the meaning as detailed under ‘Regulations’ in
          these Articles</dd>
        <dt>Secretary</dt><dd> means any person appointed to perform the duties of
          the Secretary of the Co-operative</dd>
        <dt>Writing</dt><dd> means the representation or reproduction of words,
          symbols or other information in a visible form by any method or
          combination of methods, whether sent or supplied in electronic
          form or otherwise.</dd>
      </dl>
    </div>

    <div>
      <p>
        Unless the context requires otherwise, other words or expressions
        contained in these Articles bear the same meaning as in the
        Companies Act 2006 as in force on the date when these Articles
        become binding on the Co-operative. Schedule 1 to the Companies
        (Model Articles) Regulations 2008 shall apply to the Co-operative,
        save where amended or replaced by these Articles. In the case of
        any variation or inconsistency between these Articles and the
        model articles, these Articles shall prevail.
      </p>
    </div>

    <h2>Offer of shares and debentures</h2>

    <div>
      <p>
        The Co-operative is a private company and accordingly shall not
        offer to the public any type of shares in or debentures of the
        Co-operative nor shall it allot or agree to allot such shares or
        debentures with a view to their being offered for sale to the
        public.
      </p>
    </div>

    <h2>Purpose</h2>

    <div>
      <p>
        The purpose of the Co-operative is to carry out its function as a
        co-operative and to abide by the internationally recognised
        co-operative values and Co-operative Principles as defined by the
        International Co-operative Alliance. This article is Entrenched in
        accordance with section 22 of the Act; any alteration to this
        article requires the approval of 100% of the Members.
      </p>
    </div>

    <h2>Objects</h2>

    <em>
      Do not include the following if the Co-operative wishes to have
      unrestricted objects and may carry out any lawful activity.
    </em>

    <div>
      <p>
        The objects of the Co-operative are specifically restricted to
        carry on the business as a co-operative……
      </p>
    </div>

    <h2>Powers</h2>

    <div>
      <p>
        To further its objects the Co-operative may do all such lawful
        things as may further the Co- operative's objects and, in
        particular, may borrow or raise funds for any purpose.
      </p>
    </div>

    <h2>Membership</h2>

    <div>
      <p>
        The first Members of the Co-operative will be the subscribers to
        the memorandum of association of the Co-operative. Only Employees
        may be Members of the Co-operative.
      </p>
    </div>

    <div>
      <p>
        All Employees on taking up employment with the Co-operative
        may be admitted to membership of the Co-operative, except that the
        Co-operative in a general meeting may by a majority vote decide to
        exclude from membership:
      </p>
      <ol type="a">
        <li>
          Newly appointed Employees during such reasonable probationary
          period as may be specified in their terms and conditions of
          employment;
        </li>

        <li>
          Employees working less than a prescribed number of hours per
          week (or per month); provided that any such criteria for
          exclusion is applied equally to all Employees.
        </li>
      </ol>
    </div>

    <div>
      <p>
        In accordance with the Co-operative Principle of voluntary and open
        membership, whilst the Co-operative shall undertake to encourage
        its Employees to become Members, membership must be voluntary and
        as a result cannot be a condition of employment.
      </p>
    </div>

    <h2>Applications for Membership</h2>

    <div>
      <p>
        No natural person shall be admitted into membership of the
        co-operative unless they have attained the age of 16, s/he is an
        Employee and has applied to hold the minimum amount of
        Co-operative Shares as required by these Articles. All those
        wishing to become a Member must support the aims of the
        Co-operative and applications for membership shall be in a form
        approved by the Directors and the Directors have approved the
        application.
      </p>
    </div>

    <h2>Member commitment</h2>

    <div>
      <p>
        All Members agree to attend general meetings and take an active
        interest in the operation and development of the Co-operative and
        its business. Members have a duty to respect the confidential
        nature of the business decisions of the Co-operative.
      </p>
    </div>

    <div>
      <p>
        In accordance with the Co-operative Principle of education,
        training and information, the Co-operative shall provide Employees
        with information about what the role of a Member is within the
        Co-operative and will provide training in the skills required to
        be a Member and to participate in the operation of the
        Co-operative.
      </p>
    </div>

    <div>
      <p>
        The Co-operative shall provide ongoing education and training in
        co-operative values and Co-operative Principles and associated
        topics. The Co-operative shall support its Members by ensuring
        that general meetings are accessible and encourage participation.
      </p>
    </div>

    <h2>Termination of Membership</h2>

    <div>
      <p>
        A Member shall cease to be a Member of the Co-operative
        immediately that s/he:
      </p>
      <ol type="a">
        <li>
          Ceases to be an Employee of the Co-operative; or
        </li>

        <li>
          Resigns in Writing as a Member of the Co-operative to the
          Secretary; or
        </li>

        <li>
          Is expelled from membership in accordance with these Articles;
          or
        </li>

        <li>
          Dies, or in the opinion of the Board is unable to carry out
          their duties.
        </li>
      </ol>
    </div>

    <div>
      <p>
        Membership shall cease on the date upon which the Member’s
        Co-operative Share is transferred to another person in accordance
        with these Articles.
      </p>
    </div>

    <h2>Removal of a Member</h2>

    <div>
      <p>
        A Member may be expelled from membership by a special resolution
        of the Co-operative stating that it is in the best interests of
        the Co-operative that her/his membership is terminated. A
        resolution to remove a Member from membership may only be passed
        if:
      </p>
      <ol type="a">
        <li>
          The Member has been given at least 21 days’ notice in Writing
          of the general meeting at which the resolution to expel them
          will be proposed and the reasons why it is to be proposed; and
        </li>
      </ol>
    </div>

    <div>
      <p>
        The Member or, at the option of the Member, an individual who is
        there to represent them (who need not be a Member of the
        Co-operative) has been allowed to make representations to the
        general meeting.
      </p>
    </div>

    <h2>Co-operative Shares</h2>

    <div>
      <p>
        Co-operative Shares may only be held by Employees of the
        Co-operative. Such holders of Co-operative Shares will be referred
        to as Members.
      </p>
    </div>

    <div>
      <p>
        All Employees on taking up employment with the Co-operative may be
        admitted to membership of the Co-operative, except that the
        Co-operative in a General Meeting may by a majority vote decide to
        exclude from membership:
      </p>

      <ol type="a">
        <li>
          Newly appointed Employees during such reasonable probationary
          period as may be specified in their terms and conditions of
          employment;
        </li>

        <li>
          Employees working less than a prescribed number of hours per
          week (or per month);
        </li>
      </ol>
      <p>
        provided that any such criteria for exclusion is applied
        equally to all Employees.
      </p>
    </div>

    <div>
      <p>
        In accordance with the Co-operative Principle of voluntary and
        open membership, whilst the Co-operative shall undertake to
        encourage its Employees to become Members, membership must be
        voluntary and as a result cannot be a condition of employment.
      </p>
    </div>

    <div>
      <p>
        An Employee shall not be entitled to hold more than one
        Co-operative Share in the Co-operative except as a
        nominee. Co-operative Shares shall carry the right to one vote at
        general meetings of the Co-operative.
      </p>
    </div>

    <h2>Transfer of Co-operative Shares</h2>

    <div>
      <p>
        A Co-operative Share may only be transferred to a nominee for
        potential Members of the Co-operative or to a new Employee of the
        Co-operative who is eligible for membership. Any transfer of a
        Co-operative Share shall be approved by the Board of
        Directors. The Board of Directors shall be entitled in its
        absolute discretion to approve or refuse any transfer of a
        Co-operative Share. If a transfer is refused, the Board or
        Directors may nominate another transferee to purchase the
        Co-operative Share.A Co-operative Share shall only be transferred
        at Par value.
      </p>
    </div>

    <div>
      <p>
        Co-operative Shares shall not be redeemable.
      </p>
    </div>

    <div>
      <p>
        If a Co-operative Share is transferred to a nominee of the
        Co-operative the nominee shall not be entitled to vote at general
        meetings of the Co-operative by virtue of holding such
        Co-operative Share as nominee.
      </p>
    </div>

    <div>
      <p>
        A person who ceases to be an Employee of the Co-operative, for any
        reason, shall be deemed to have given a sale notice in respect of
        her/his Co-operative Share.
      </p>
    </div>

    <div>
      <p>
        Where the membership of a holder of a Co-operative Share is
        terminated in accordance with these Articles, their Co-operative
        Share will be transferred to the Secretary as nominee. The
        Secretary shall hold the Co-operative Share as nominee for
        potential Members of the Co- operative or such other Persons as
        the Board of Directors shall decide.
      </p>
    </div>

    <div>
      <p>
        Within 21 days of the date of termination of membership the former
        Member shall deliver to the Secretary a signed instrument of
        transfer in respect of the Co-operative Share. If on the
        expiration of the 21 day period no instrument of transfer has been
        received from the former Member, two Directors will be deemed to
        be the duly appointed attorney of the former Member and shall
        execute an instrument of transfer on her/his behalf and deliver it
        to the Co-operative. The sum of £1 shall be payable to the former
        Member upon the date of transfer of their Co-operative Share.
      </p>
    </div>

    <div>
      <p>
        The Co-operative is prohibited from making any alteration to the
        rights attached to Co-operative Shares.
      </p>
    </div>

    <h2>Equity Shares</h2>

    <div>
      <p>
        Equity Shares may be held by any Person. Equity Shareholders will
        not be deemed to be Members of the Co-operative.
      </p>
    </div>

    <div>
      <p>
        They shall carry no rights to vote at general meetings of the
        Co-operative, but will carry a right to vote at meetings of the
        Equity Shareholders. Each Equity Shareholder shall have only one
        vote at a meeting of the Equity Shareholders regardless of the
        number of Equity Shares held by them. The provisions of these
        Articles relating to general meetings of the Co-operative and
        their proceedings shall apply to all meetings of the Equity
        Shareholders.
      </p>
    </div>

    <h2>Rights of Equity Shares</h2>

    <div>
      <p>
        Dividends may be paid on Equity Shareholdings as decided by the
        Board of Directors and approved by the Members from time to time.
      </p>
    </div>

    <div>
      <p>
        On the winding up of the Co-operative Equity Shareholders shall be
        entitled to receive their Par value but shall not otherwise
        participate in any distribution of any balance of assets remaining
        after any debts and liabilities are satisfied.
      </p>
    </div>

    <div>
      <p>
        The rights attached to the Equity Shares may only be varied or
        abrogated with the consent of 75% of the Members in addition to
        the consent of 75% of the Equity Shareholders.
      </p>
    </div>

    <div>
      <p>
        The Co-operative is prohibited from making any variation to the
        rights attached to the Equity Shares which would have the effect
        of:
      </p>
      <ol type="a">
        <li>
          Enabling the Equity Shareholders to have the right to
          participate in a distribution of the net assets of the
          Co-operative above the repayment of their Equity Shares at Par
          value;
        </li>

        <li>
          Enabling the Equity Shareholders to have the right to vote at
          general meetings of the Co-operative.
        </li>
      </ol>
    </div>

    <h2>All Equity Shares to be fully paid up</h2>

    <div>
      <p>
        No Equity Share is to be issued for less than the aggregate of its
        nominal value and any premium to be paid to the Co-operative in
        consideration for its issue.
      </p>
    </div>

    <h2>Co-operative not bound by less than absolute interests</h2>

    <div>
      <p>
        Except as required by law, no Person is to be recognised by the
        Co-operative as holding any Equity Share upon any trust, and
        except as otherwise required by law or the Articles, the
        Co-operative is not in any way to be bound by or recognise any
        interest in an Equity Share other than the holder’s absolute
        ownership of it and all the rights attached to it.
      </p>
    </div>

    <h2>Transfer of Equity Shares</h2>

    <div>
      <p>
        Any transfer of Equity Shares shall be approved by the Board of
        Directors. The Board of Directors shall be entitled in its
        absolute discretion to approve or refuse any transfer of Equity
        Shares in the Co-operative. If a transfer is refused, the Board of
        Directors may nominate another transferee to purchase the Equity
        Shares or may authorise the Co-operative to redeem the Equity
        Shares in accordance with these Articles and the Act. Equity
        Shares shall be transferred at Par value.
      </p>
    </div>

    <div>
      <p>
        Within 21 days of the date of transfer of any Equity Share the
        former Equity Shareholder shall deliver to the Secretary a signed
        stock transfer form in respect of the Equity Shares. If on the
        expiration of the 21 day period no stock transfer form has been
        received from the former Equity Shareholder, two Directors will be
        deemed to be the duly appointed attorney of the former Equity
        Shareholder and shall execute a stock transfer form on her/his
        behalf and deliver it to the Co-operative.
      </p>
    </div>

    <h2>Redemption of Equity Shares</h2>

    <div>
      <p>
        Equity Shares shall carry no right to redemption but the
        Co-operative shall have the right to require redemption of all or
        any fully paid up Equity Shares at Par value without requiring the
        consent of the Equity Shareholder. Such redemption of Equity
        Shares shall be made out of distributable profits and will be
        carried out in accordance with the relevant procedures in the Act.
      </p>
    </div>

    <div>
      <p>
        Within 21 days of the date of redemption of any Equity Share the
        former Equity Shareholder shall deliver to the Secretary a signed
        stock transfer form in respect of the Equity Shares. If on the
        expiration of the 21 day period no stock transfer form has been
        received from the former Equity Shareholder, two Directors will be
        deemed to be the duly appointed attorney of the former Equity
        Shareholder and shall execute a stock transfer form on her/his
        behalf and deliver it to the Co-operative.
      </p>
    </div>

    <h2>Transmission of Equity Shares</h2>

    <div>
      <p>
        If title to an Equity Share passes to a transmittee, the
        Co-operative may only recognise the transmittee as having any
        title to that Equity Share.
      </p>
    </div>

    <div>
      <p>
        A transmittee who produces such evidence of entitlement to Equity
        Shares as the Directors may properly require, and subject to these
        Articles:
      </p>
      <ol type="a">
        <li>
          may, choose either to become the holder of those Equity Shares
          or to have them transferred to another person; and
        </li>

        <li>
          pending any transfer of the Equity Shares to another Person,
          has the same rights as the holder had.
        </li>
      </ol>
    </div>

    <div>
      <p>
        Transmittees do not have the right to attend or vote at a general
        meeting, a meeting of the Equity Shareholders, or agree to a
        proposed written resolution, in respect of Equity Shares to which
        they are entitled, by reason of the holder’s death or bankruptcy
        or otherwise, unless they become the holder of the Equity Shares.
      </p>
    </div>

    <h2>Exercise of transmittees’ rights</h2>

    <div>
      <p>
        Transmittees who wish to become the holders of Equity Shares to
        which they have become entitled must notify the Co-operative in
        Writing of that wish. If the transmittee wishes to have an Equity
        Share transferred to another Person, the transmittee must execute
        an instrument of transfer in respect of it. Any transfer made or
        executed under this Article is to be treated as if it were made or
        executed by the Person from whom the transmittee has derived
        rights in respect of that Equity Share, and as if the event which
        gave rise to the transmission had not occurred.
      </p>
    </div>

    <h2>Transmittees bound by prior notices</h2>

    <div>
      <p>
        If a notice is given to an Equity Shareholder in respect of Equity
        Shares and a transmittee is entitled to those Equity Shares, the
        transmittee is bound by the notice if it was given to the Equity
        Shareholder before the transmittee’s name has been entered in the
        register of Members.
      </p>
    </div>

    <h2>General Meetings</h2>

    <div>
      <p>
        The Co-operative shall in each calendar year hold a general
        meeting of the Members as its annual general meeting and shall
        specify the meeting as such in the notices calling it. The first
        annual general meeting shall be held within 18 months of
        incorporation. Every annual general meeting except the first shall
        be held not more than 15 months after the previous annual general
        meeting.
      </p>
    </div>

    <div>
      <p>
        The business of an annual general meeting shall comprise, where
        appropriate:
      </p>
      <ol type="a">
        <li>
          Consideration of accounts and balance sheets;
        </li>

        <li>
          Consideration of Directors’ and auditor’s reports;
        </li>

        <li>
          Elections to replace retiring Directors;
        </li>

        <li>
          Appointment and remuneration of the auditor (or their
          equivalent).
        </li>
      </ol>
    </div>

    <div>
      <p>
        In accordance with the Co-operative Principle of democratic member
        control, the Co-operative shall ensure that, in addition to the
        annual general meeting, at least four other general meetings are
        held annually. The purpose of these meetings is to ensure that
        Members are given the opportunity to participate in the
        decision-making process of the Co-operative, review the business
        planning and management processes and to ensure the Co-operative
        manages itself in accordance with the co-operative values and
        Co-operative Principles.
      </p>
    </div>

    <h2>Calling a General Meeting</h2>

    <div>
      <p>
        The Board of Directors may convene a general meeting or, in
        accordance with the Companies Acts, 10% of the membership may, in
        Writing, require the Directors to call a general meeting.
      </p>
    </div>

    <h2>Notices</h2>

    <div>
      <p>
        The Directors shall call the annual general meeting giving 14
        clear days’ notice to all Members. All other general meetings
        shall be convened with at least 14 clear days’ notice but may be
        held at shorter notice if so agreed in Writing by a majority of
        Members together holding not less than 90% of the total voting
        rights of the Co-operative.
      </p>
    </div>

    <div>
      <p>
        All notices shall specify the date, time and place of the meeting
        along with the general nature of business to be conducted and any
        proposed resolutions. The notice must also contain a statement
        setting out the right of each Member to appoint a proxy.
      </p>
    </div>

    <div>
      <p>
        The accidental omission to give notice of a meeting to or
        non-receipt of notice of a meeting by any person entitled to
        receive notice shall not invalidate proceedings at that meeting.
      </p>
    </div>

    <h2>Proxies</h2>

    <div>
      <p>
        A Member who is absent from a general meeting may appoint any
        Person to act as their proxy, provided that no Person shall hold a
        proxy for more than five Members at any one time in any general
        meeting.
      </p>
    </div>

    <div>
      <p>
        Proxies may only validly be appointed by a notice in Writing
        which:
      </p>
      <ol type="a">
        <li>
          States the name and Address of the Member appointing the proxy;
        </li>

        <li>
          Identifies the Person appointed to be that Member’s proxy and
          the general meeting in relation to which that Person is
          appointed;
        </li>

        <li>
          Is signed by or on behalf of the Member appointing the proxy,
          or is authenticated in such manner as the Directors may
          determine; and
        </li>

        <li>
          Is delivered to the Co-operative in accordance with the
          Articles and any instructions contained in the notice of the
          general meeting to which they relate.
        </li>
      </ol>
    </div>

    <div>
      <p>
        The Co-operative may require proxy notices to be delivered in a
        particular form and may specify different forms for different
        purposes.
      </p>
    </div>

    <div>
      <p>
        Proxy notices may specify how the proxy appointed under them is to
        vote (or that the proxy is to abstain from voting) on one or more
        of the resolutions, otherwise the proxy notice shall be treated as
        allowing the Person appointed the discretion as how to vote on any
        matter.
      </p>
    </div>

    <div>
      <p>
        A person who is entitled to attend, speak or vote (either on a
        show of hands or a poll) at a general meeting remains so entitled
        in respect of that meeting or any adjournment of the general
        meeting to which it relates.
      </p>
    </div>

    <div>
      <p>
        An appointment using a proxy notice may be revoked by delivering
        to the Co-operative a notice in Writing given by or on behalf of
        the Person by whom or on whose behalf the proxy notice was
        given. A notice revoking a proxy appointment only takes effect if
        it is delivered before the start of the meeting or the adjourned
        meeting to which it relates.
      </p>
    </div>

    <div>
      <p>
        If a proxy notice is not signed by the Person appointing the
        proxy, it must be accompanied by evidence in Writing that the
        person signing it has the authority to execute it on the
        appointor’s behalf.
      </p>
    </div>

    <h2>Quorum</h2>

    <div>
      <p>
        No business shall be transacted at a general meeting unless a
        quorum of Members is present, either in person or represented by
        proxy.  Unless amended by special resolution of the Co-operative,
        a quorum shall be 2 Members or 50% of the membership, whichever is
        the greater.
      </p>
    </div>

    <h2>Chairing General Meetings</h2>

    <div>
      <p>
        Members shall appoint one of their number as the chairperson to
        facilitate general meetings. If s/he is absent or unwilling to act
        at the time any meeting proceeds to business then the Members
        present shall choose one of their number to be the chairperson for
        that meeting. The appointment of a chairperson shall be the first
        item of business at the general meeting.
      </p>
    </div>

    <h2>Attendance and Speaking at General Meetings</h2>

    <div>
      <p>
        A Member is able to exercise the right to speak at a general
        meeting and is deemed to be in attendance when that Person is in a
        position to communicate to all those attending the meeting. The
        Directors may make whatever arrangements they consider appropriate
        to enable those attending a general meeting to exercise their
        rights to speak or vote at it including by Electronic Means. In
        determining attendance at a general meeting, it is immaterial
        whether any two or more Members attending are in the same place as
        each other.
      </p>
    </div>

    <div>
      <p>
        The chairperson of the meeting may permit other persons who are
        not Members of the Co-operative to attend and speak at general
        meetings, without granting any voting rights.
      </p>
    </div>

    <h2>Adjournment</h2>

    <div>
      <p>
        If a quorum is not present within half an hour of the time the
        general meeting was due to commence, or if during a meeting a
        quorum ceases to be present, the chairperson must adjourn the
        meeting. If within half an hour of the time the adjourned meeting
        was due to commence a quorum is not present, the Members present
        shall constitute a quorum.
      </p>
    </div>

    <div>
      <p>
        The chairperson of a general meeting may adjourn the meeting
        whilst a quorum is present if:
      </p>
      <ol type="a">
        <li>
          The meeting consents to that adjournment; or
        </li>

        <li>
          It appears to the chairperson that an adjournment is necessary
          to protect the safety of any persons attending the meeting or
          to ensure that the business of the meeting is conducted in an
          orderly manner.
        </li>
      </ol>
    </div>

    <div>
      <p>
        The chairperson must adjourn the meeting if directed to do so by
        the meeting.
      </p>
    </div>

    <div>
      <p>
        When adjourning a meeting the chairperson must specify the date,
        time and place to which it will stand adjourned or that the
        meeting is to continue at a date, time and place to be fixed by
        the Directors.
      </p>
    </div>

    <div>
      <p>
        If the meeting is adjourned for 14 days or more, at least 7 clear
        days’ notice of the adjourned meeting shall be given in the same
        manner as the notice of the original meeting.
      </p>
    </div>

    <div>
      <p>
        No business shall be transacted at an adjourned meeting other than
        business which could not properly have been transacted at the
        meeting if the adjournment had not taken place.
      </p>
    </div>

    <h2>Voting</h2>

    <div>
      <p>
        In accordance with the Co-operative Principle of democratic member
        control, each Member shall have one vote on any question to be
        decided in general meeting. This article is Entrenched in
        accordance with section 22 of the Act; any alteration to this
        article requires the approval of 100% of the Members.
      </p>
    </div>

    <div>
      <p>
        A resolution put to the vote at a general meeting shall be decided
        on a show of hands unless a poll is duly demanded in accordance
        with these Articles.
      </p>
    </div>

    <div>
      <p>
        In the case of an equality of votes, whether on a show of hands or
        a poll, the chairperson shall not have a second or casting vote
        and the resolution shall be deemed to have been lost.
      </p>
    </div>

    <h2>Poll Votes</h2>

    <div>
      <p>
        A poll on a resolution may be demanded:
      </p>
      <ol type="a">
        <li>
          In advance of the general meeting where the matter is to be put
          to the vote; or
        </li>

        <li>
          At a general meeting, either before a show of hands on that
          resolution or immediately after the result of a show of hands on
          that resolution is declared.
        </li>
      </ol>
    </div>

    <div>
      <p>
        A poll may be demanded by:
      </p>
      <ol type="a">
        <li>
          The chairperson of the meeting;
        </li>

        <li>
          The Directors;
        </li>

        <li>
          Two or more Persons having the right to vote on a resolution.
        </li>
      </ol>
    </div>

    <div>
      <p>
        A demand for a poll may be withdrawn if the poll has not yet been
        taken and the chairperson consents to the withdrawal.
      </p>
    </div>

    <div>
      <p>
        Polls must be taken immediately and in such manner as the
        chairperson of the meeting directs, provided that each Member
        shall have only one vote.
      </p>
    </div>

    <h2>Resolutions</h2>

    <div>
      <p>
        Decisions at general meetings shall be made by passing
        resolutions:
      </p>
      <ol type="a">
        <li>
          Decisions involving an alteration to articles that have been
          Entrenched in accordance with section 22 of the Act require the
          approval of 100% of the Members.
        </li>

        <li>
          The following decisions must be made by special resolution:
          <ol type="i">
            <li>
              Decisions involving an alteration to the Articles of the
              Co-operative, except where an article is Entrenched as
              detailed above;
            </li>

            <li>
              Decisions to expel Members;
            </li>

            <li>
              Decisions to dispose of assets of the Co-operative
              equivalent in value to one-third of the Co-operative’s
              last published balance sheet, as detailed in these
              Articles;
            </li>

            <li>
              The decision to wind up the Co-operative;
            </li>

            <li>
              Other decisions which are required so by statute.
            </li>
          </ol>
        </li>

        <li>
          All other decisions shall be made by ordinary resolution.
        </li>
      </ol>
    </div>

    <div>
      <p>
        A special resolution is one passed by a majority of not less than
        75% of votes cast at a general meeting and an ordinary resolution
        is one passed by a simple majority (51%) of votes cast.
      </p>
    </div>

    <div>
      <p>
        Resolutions may be passed at general meetings or by written
        resolution.
      </p>
    </div>

    <div>
      <p>
        A written resolution passed by Members shall be effective if it
        has been passed in accordance with the requirements of the Act
        which includes sending a copy of the proposed resolution to every
        Member. Written resolutions may comprise several copies to which
        one or more Members have signified their agreement.
      </p>
    </div>

    <div>
      <p>
        A written resolution shall be deemed to have been passed if,
        within 28 days of the written resolution’s circulation date:
      </p>
      <ol type="a">
        <li>
          Written approval has been received from at least 75% of the
          Members where the resolution is a special resolution;
        </li>

        <li>
          Written approval has been received from a simple majority of
          at least 51% of the Members where the resolution is an
          ordinary resolution.
        </li>
      </ol>
    </div>

    <div>
      <p>
        In accordance with the Companies Acts, resolutions to remove a
        Director or auditor (or their equivalent) of the Co-operative
        before the end of his/her period of office shall not be passed by
        written resolution.
      </p>
    </div>

    <h2>Directors</h2>

    <div>
      <p>
        The Co-operative shall have a Board of Directors comprising not
        less than two Directors.
      </p>
    </div>

    <div>
      <p>
        Those persons notified to the Registrar of Companies on
        incorporation and such others as they may determine in writing
        shall be the initial Board of Directors of the Co-operative from
        incorporation until the first annual general meeting.
      </p>
    </div>

    <div>
      <p>
        Only persons who are aged 16 years or more may serve on the Board
        of Directors.
      </p>
    </div>

    <h2><em>Option 1</em>: Elected Board of Directors</h2>

    <div>
      <p>
        The Board of Directors shall be elected by and from the
        Co-operative’s Members. The maximum number of Directors serving on
        the Board shall be determined by a general meeting of the
        Co-operative from time to time.
      </p>
    </div>

    <h2>Retirement Cycle</h2>

    <div>
      <p>
        At the first annual general meeting all Directors shall stand
        down. At every subsequent annual general meeting one-third of the
        Board of Directors, or if their number is not a multiple of three
        then the number nearest to one-third, shall retire from
        office. The Directors to retire shall be the Directors who have
        been longest in office since their last election. Where Directors
        have held office for the same amount of time the Director to
        retire shall be decided by lot. A retiring Director shall be
        eligible for re-election.
      </p>
    </div>

    <h2><em>Option 2</em>: Collective Management</h2>

    <div>
      <p>
        Subject to those Directors appointed for the purposes of
        incorporation, all Members of the Co-operative shall also be
        Directors. Upon becoming a Member of the Co-operative a person
        shall be appointed to the Board of Directors and if a person
        ceases to hold office as a Director they will also cease to be a
        Member of the Co-operative.
      </p>
    </div>

    <h2>Co-option of Directors</h2>

    <div>
      <p>
        In addition the Board of Directors may co-opt up to two external
        independent Directors who need not be Members and are selected for
        their particular skills and/or experience. Such external
        independent Directors shall serve a fixed period determined by the
        Board of Directors at the time of the co-option, subject to a
        review at least every 12 months. External independent Directors
        may be removed from office at any time by a resolution of the
        Board of Directors.
      </p>
    </div>

    <div>
      <p>
        The Board of Directors may at any time fill a casual vacancy on
        the Board by co-option. Such co-opted individuals must be Members
        of the Co-operative and will hold office as Director only until
        the next annual general meeting.
      </p>
    </div>

    <h2>Board Education and Training</h2>

    <div>
      <p>
        In accordance with the Co-operative Principle of education,
        training and information, before accepting a position as Director
        an individual must agree to undertake training during their first
        year of office as deemed appropriate by the Co-operative. This
        training will include information on the roles and
        responsibilities of being a Director of a company which is also a
        co-operative.
      </p>
    </div>

    <h2>Powers and Duties of the Board of Directors</h2>

    <div>
      <p>
        Subject as otherwise provided in these Articles and to any
        direction or authority contained in the resolution of the
        Co-operative creating or authorising the same, the Board members
        are generally and unconditionally authorised for the purposes of
        the Act to allot, grant options, rights of subscription or
        otherwise deal with or dispose of any relevant securities to such
        persons, at such times and on such terms and conditions as they
        think proper provided however that the general authority hereby
        granted to the Board members:
      </p>
      <ol type="a">
        <li>
          Shall be limited to a maximum nominal amount of £100,000.
        </li>

        <li>
          Shall expire not more than five years from the date of the
          incorporation of the Co-operative unless varied or revoked or
          renewed by the Co-operative in general meeting.
        </li>
      </ol>
    </div>

    <div>
      <p>
        The Directors are responsible for the management of the
        Co-operative’s business and, subject to these Articles and
        directions given by special resolution, they may exercise all the
        powers of a company for this purpose. No such special resolution
        invalidates anything which the Directors have done before the
        passing of the special resolution.
      </p>
    </div>

    <div>
      <p>
        All decisions made by a meeting of the Board of Directors or by
        any person acting as a Director shall remain valid even if it is
        later discovered that there was some defect in the Director’s
        appointment or that the individual had previously been
        disqualified from acting as a Director.
      </p>
    </div>

    <div>
      <p>
        In accordance with the Co-operative Principles of democratic
        member control and member economic participation, the Board of
        Directors shall not be entitled to sell or otherwise dispose of
        assets (in a single transaction or series of transactions)
        equivalent in value to one-third or more of the total value of the
        last published balance sheet of the Co-operative without the
        approval of the Members by special resolution.
      </p>
    </div>

    <h2>Delegation</h2>

    <div>
      <p>
        Subject to these Articles, the Directors may delegate any of the
        powers which are conferred on them under these Articles to any
        Person or committee consisting of Members of the Co-operative, by
        such means, to such an extent, in relation to such matters and on
        such terms and conditions as they think fit.
      </p>
    </div>

    <div>
      <p>
        The Directors may specify that any such delegation may authorise
        further delegation of the powers by any person to whom they are
        delegated.
      </p>
    </div>

    <div>
      <p>
        The Directors may revoke any delegation in whole or in part or
        alter any terms and conditions.
      </p>
    </div>

    <h2>Sub-Committees</h2>

    <div>
      <p>
        A sub-committee to which the Directors delegate any of their
        powers must follow procedures which are based as far as they are
        applicable on those provisions of these Articles which govern the
        taking of decisions by Directors.
      </p>
    </div>

    <div>
      <p>
        The Directors may make Regulations for all or any sub-committees,
        provided that such Regulations are not inconsistent with these
        Articles.
      </p>
    </div>

    <div>
      <p>
        All acts and proceedings of any sub-committee must be fully and
        promptly reported to the Directors.
      </p>
    </div>

    <h2>Proceedings of the Board of Directors</h2>

    <h2>Calling a Meeting of the Board of Directors</h2>

    <div>
      <p>
        Any Director may, and the Secretary on the requisition of a
        Director shall, call a meeting of the Board of Directors by giving
        reasonable notice of the meeting to all Directors. Notice of any
        meeting of the Board of Directors must indicate the date, time and
        place of the meeting and, if the Directors participating in the
        meeting will not be in the same place, how they will communicate
        with each other.
      </p>
    </div>

    <h2>Proceedings of a Meeting of the Board of Directors</h2>

    <div>
      <p>
        The Board of Directors may meet together for the despatch of
        business, adjourn and otherwise regulate their meetings as they
        think fit.
      </p>
    </div>

    <div>
      <p>
        A Director is able to exercise the right to speak at a meeting of
        the Board of Directors and is deemed to be in attendance when that
        person is in a position to communicate to all those attending the
        meeting. The Directors may make whatever arrangements they
        consider appropriate to enable those attending a meeting of the
        Board of Directors to exercise their rights to speak or vote at it
        including by Electronic Means. In determining attendance at a a
        meeting of the Board of Directors, it is immaterial whether any
        two or more Directors attending are in the same place as each
        other.
      </p>
    </div>

    <div>
      <p>
        Questions arising at any meetings shall be decided by a majority
        of votes. In the case of an equality of votes the status quo shall
        be maintained and the Board of Directors may choose to refer the
        matter to a general meeting of the Co-operative.
      </p>
    </div>

    <div>
      <p>
        A written resolution, circulated to all Directors and signed by a
        simple majority (51%) of Directors, shall be valid and effective
        as if it had been passed at a Board meeting duly convened and
        held. A written resolution may consist of several identical
        Documents signed by one or more Directors.
      </p>
    </div>

    <div>
      <p>
        The Board of Directors may, at its discretion, invite other
        persons to attend its meetings with or without speaking rights and
        without voting rights. Such attendees will not count toward the
        quorum.
      </p>
    </div>

    <div>
      <p>
        The Directors must ensure that the Co-operative keeps a record, in
        Writing, for at least 10 years from the date of the decision
        recorded, of every unanimous or majority decision taken by the
        Directors.
      </p>
    </div>

    <h2>Quorum</h2>

    <div>
      <p>
        The quorum necessary for the transaction of business at a meeting
        of the Board of Directors shall be 50% of the Directors or 2,
        whichever is the greater.
      </p>
    </div>

    <div>
      <p>
        If at any time the total number of Directors in office is less
        than the quorum required, the Directors must not take any
        decisions other than to appoint further Directors or to call a
        general meeting so as to enable the Members to appoint further
        Directors.
      </p>
    </div>

    <h2>Chairperson</h2>

    <div>
      <p>
        Directors shall appoint one of their number as the chairperson to
        facilitate meetings of the Board of Directors. If s/he is absent
        or unwilling to act at the time any meeting proceeds to business
        then the Directors present shall choose one of their number to be
        the chairperson for that meeting. The appointment of a chairperson
        shall be the first item of business at the meeting.
      </p>
    </div>

    <h2>Declaration of Interest</h2>

    <div>
      <p>
        Whenever a Director has a personal, financial or material
        interest, whether directly or indirectly, in a matter to be
        discussed at a meeting and whenever a Director has an interest in
        another unincorporated body, firm, partnership or corporate body
        whose interests are reasonably likely to conflict with those of
        the Co-operative in relation to a matter to be discussed at a
        meeting, notwithstanding matters relating to the terms of business
        of the Co-operative, s/he must;
      </p>
      <ol type="a">
        <li>
          Declare the nature and extent of the interest before the
          discussion begins on the matter;
        </li>

        <li>
          Withdraw from that part of the meeting unless expressly
          invited by the chairperson of the meeting to remain;
        </li>

        <li>
          Not be counted in the quorum for that part of the meeting;
        </li>

        <li>
          Withdraw during the vote and have no vote on the matter.
        </li>
      </ol>
      <p>
        Provided that nothing in this Article shall prevent a Director
        from counting towards the quorum for Board meetings and voting
        where the matter relates to her/his own contract of employment or
        in respect of her/his rights and interests as a Member or Equity
        Shareholder.
      </p>
    </div>

    <div>
      <p>
        Subject to anything to the contrary in these Articles:
      </p>
      <ol type="a">
        <li>
          In accordance with (but subject to) the Companies Acts, the
          Board of Directors may give authorisation in respect of a
          situation in which a Director has, or could have, a direct or
          indirect interest that conflicts, or possibly may conflict,
          with the interests of the Co-operative; and
        </li>

        <li>
          In authorising a situation the Board of Directors may decide,
          whether at the time of giving the authorisation or
          subsequently, that if the conflicted Director has obtained any
          information through her/his involvement in the situation
          otherwise that as a Director and in respect of which s/he owes
          a duty of confidentiality to another Person, the Director is
          under no obligation to:
          <ol type="i">
            <li>
              Disclose that information to the Co-operative; and/or
            </li>

            <li>
              Use that information for the benefit of the Co-operative;
            </li>
          </ol>
          where to do so would amount to a breach of confidence.
        </li>
      </ol>
    </div>

    <h2>Expenses</h2>

    <div>
      <p>
        The Co-operative may pay any reasonable expenses which the
        Directors properly incur in connection with their attendance at
        meetings or otherwise in connection with the exercise of their
        powers and the discharge of their responsibilities in relation to
        the Co-operative.
      </p>
    </div>

    <h2>Termination of a Director’s Appointment</h2>

    <div>
      <p>
        A person ceases to be a Director of the Co-operative as soon as:
      </p>
      <ol type="a">

        <li>
          That person ceases to be a Member of the Co-operative (unless
          they are a co-opted independent external Director);
        </li>

        <li>
          That person resigns from office in Writing to the Secretary of
          the Co-operative, and such resignation has taken effect in
          accordance with its terms;
        </li>

        <li>
          That person is removed from office by an ordinary resolution
          of the Co-operative in general meeting in accordance with
          these Articles and the Companies Acts;
        </li>

        <li>
          That person ceases to be a Director by virtue of any provision
          of the Companies Acts or is prohibited from being a Director
          by law;
        </li>

        <li>
          A bankruptcy order is made against that person;
        </li>

        <li>
          A registered medical practitioner who is treating that person
          gives a written opinion to the Co-operative stating that the
          person has become physically or mentally incapable of acting
          as a Director and may remain so for more than three months;
        </li>

        <li>
          By reason of that person’s mental health, a court makes an
          order which wholly or partly prevents that person from
          personally exercising any powers or rights which that person
          would otherwise have.
        </li>
      </ol>
    </div>

    <h2>Removal of a Director</h2>

    <div>
      <p>
        A Director may be expelled from office by a resolution of the
        Co-operative stating that it is in the best interests of the
        Co-operative that her/his office is terminated. A resolution to
        remove a Director from office may only be passed if:
      </p>

      <ol type="a">
        <li>
          The Director has been given at least 21 days’ notice in
          Writing of the general meeting at which the resolution to
          remove them from office will be proposed and the reasons why
          it is to be proposed; and
        </li>

        <li>
          The Director or, at the option of the Director, the Director’s
          representative (who need not be a Member of the Co-operative)
          has been allowed to make representations to the general
          meeting.
        </li>
      </ol>
    </div>

    <h2>Secretary</h2>

    <div>
      <p>
        The Board of Directors shall appoint a Secretary of the
        Co-operative for such term and at such remuneration and upon such
        conditions as they think fit. Any Secretary so appointed may also
        be removed by them.
      </p>
    </div>

    <div>
      <p>
        A provision of the Companies Acts or these Articles requiring or
        authorising a thing to be done by or to a Director and the
        Secretary shall not be satisfied by its being done by or to the
        same person acting in both capacities.
      </p>
    </div>

    <h2>Regulations</h2>

    <div>
      <p>
        The Co-operative in a general meeting or the Board of Directors
        may from time to time make, adopt and amend such regulations in
        the form of bye-laws, standing orders, secondary rules or
        otherwise as they think fit for the management, conduct and
        regulation of the affairs of the Co-operative and the proceedings
        and powers of the Board of Directors and sub-committees. No
        regulation shall be made which is inconsistent with these Articles
        or the Companies Acts. All members of the Co-operative and the
        Board of Directors shall be bound by such Regulations whether or
        not they have received a copy of them.
      </p>
    </div>

    <h2>Liability of Members</h2>

    <div>
      <p>
        The liability of Members and Equity Shareholders is limited to
        the amount unpaid on shares held by them.
      </p>
    </div>

    <h2>Application of Profit</h2>

    <div>
      <p>
        The profit of the Co-operative shall be applied in the following
        ways, in such proportions and in such manner as the general
        meeting shall decide from time to time:
      </p>
      <ol type="a">
        <li>
          To create a general reserve for the continuation and
          development of the Co-operative;
        </li>

        <li>
          In accordance with the Co-operative Principle of concern for
          community, to make payment for social, co-operative and
          community purposes.
        </li>

        <li>
          To Equity Shareholders in the Co-operative as payment of
          dividends on their investment in the Co-operative;
        </li>

        <li>
          In accordance with the Co-operative Principle of member
          economic participation, to a dividend for 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;
        </li>

        <li>
          To the redemption of Equity Shares;
        </li>
      </ol>
    </div>

    <div>
      <p>
        In accordance with the Co-operative Principle of member economic
        participation, the proportion of profits paid out as dividends to
        Equity Shareholders shall never exceed the proportion paid out as
        bonuses and dividends to Members and employees who are not
        Members.  The proportion of profits paid out to Equity
        Shareholders and Members combined shall never exceed 50% of the
        profits available for distribution.
      </p>
    </div>

    <h2>Dissolution</h2>

    <h2><em>Option 1</em>: Common Ownership</h2>

    <div>
      <p>
        The Co-operative is a common ownership enterprise. In the event of
        the winding up or dissolution of the Co-operative the liquidator
        shall first, according to law, use the assets of the Co-operative
        to satisfy its debts and liabilities. Any balance of assets
        remaining may not be distributed among the Members but shall be
        transferred to some other common ownership co-operative(s) or to
        Co-operatives UK (or any body that succeeds to its function). If
        such residual assets cannot be distributed in this manner they
        shall be transferred to some other organisation(s) whose purpose
        is to promote and support the Co-operative Movement and common
        ownership enterprises. This article is Entrenched in accordance
        with section 22 of the Act; any alteration to this article
        requires the approval of 100% of the Members.
      </p>
    </div>

    <h2><em>Option 2</em>: Co-ownership</h2>

    <div>
      <p>
        The Co-operative is a co-ownership enterprise. In the event of the
        winding up or dissolution of the Co-operative the liquidator
        shall first, according to law, use the assets of the Co-operative
        to satisfy its debts and liabilities. Any balance of assets
        remaining may be distributed among the Members and those persons
        who were Members at any time during the six years prior to the
        date on which the Co-operative decide to wind up. Distribution
        shall be in proportion to the relative contribution made by
        Members and past Members during the six years prior to the
        winding up of the Co-operative, or according to some other
        equitable formula agreed by the Members on winding up which
        complies with the Co-operative Principles. If such residual
        assets cannot be distributed in this manner they shall be
        transferred to a common ownership co-operative (s) or to
        Co-operatives UK (or any body that succeeds to its function).
      </p>
    </div>

    <h2>Administrative Arrangements</h2>

    <h2>Share Certificates</h2>

    <div>
      <p>
        The Co-operative must issue each Member and Equity Shareholder,
        free of charge, with a share certificate in respect of the shares
        which that Member or Equity Shareholder holds. A separate share
        certificate shall be issued for Co-operative Shares and Equity
        Shares where a Member holds shares of both classes.
      </p>
    </div>

    <div>
      <p>
        Every certificate must specify:
      </p>
      <ol type="a">
        <li>
          In respect of how many shares, of what class, it is issued;
        </li>

        <li>
          The nominal value of the shares in each class;
        </li>

        <li>
          That the shares in each class are fully paid up; and
        </li>

        <li>
          Any distinguishing numbers assigned to the shares in each class.
        </li>
      </ol>
    </div>

    <div>
      <p>
        Every share certificate shall have affixed to it the
        Co-operative’s seal or be executed in accordance with the
        Companies Acts.
      </p>
    </div>

    <div>
      <p>
        If more than one person holds an Equity Share, only one
        certificate may be issued in respect of that share.
      </p>
    </div>

    <h2>Replacement Share Certificates</h2>

    <div>
      <p>
        If a share certificate issued in respect of an Equity
        Shareholder’s shares and a share certificate issued in respect of
        a Member’s shares is damaged, defaced, lost, stolen or destroyed
        the Member is entitled to be issued with a replacement share
        certificate.
      </p>
    </div>

    <div>
      <p>
        In exercising their right to be issued with a replacement share
        certificate the Member may require a single or separate
        certificates. If the share certificate has been damaged or defaced
        the existing share certificate must be returned to the
        Co-operative, any Member requesting a replacement share
        certificate must comply with such conditions as to evidence,
        indemnity and the payment of a reasonable fee as the Directors
        decide.
      </p>
    </div>

    <h2>Means of Communication</h2>

    <div>
      <p>
        A Member may provide their consent to receive communications from
        the Co-operative by Electronic Means.
      </p>
    </div>

    <div>
      <p>
        Subject to these Articles, anything sent or supplied by or to the
        Co-operative under the Articles may be sent or supplied in any way
        in which the Companies Acts provides. Any notice or Document to be
        sent or supplied to a Director in connection with the taking of
        decisions by Directors may also be sent or supplied by the means
        by which that Director has asked to be sent or supplied with such
        notices or Documents for the time being. A Director may agree with
        the Co-operative that notices or Documents sent to her/him in a
        particular way are to be deemed to have been received within a
        specified time or their being sent, and for the specified time to
        be less than 48 hours.
      </p>
    </div>

    <h2>Seal</h2>

    <div>
      <p>
        If the Co-operative has a seal, it shall only be used by the
        authority of the Board of Directors acting on behalf of the
        Co-operative. Every instrument to which the seal shall be attached
        shall be signed by a Director and countersigned by a second
        Director, the Secretary, or a Member of the Co-operative appointed
        by the Board of Directors for the purpose.
      </p>
    </div>

    <h2>Registers</h2>

    <div>
      <p>
        The Board of Directors shall ensure accurate registers are
        maintained which shall include a register of Members, a register
        of Directors and such other registers as required by the Acts.
      </p>
    </div>

    <h2>Register of Members</h2>

    <div>
      <p>
        The Co-operative shall maintain a register of Members which
        records the details of all holders of Co-operative Shares. The
        register shall specify their name, address, and the dates on which
        s/he became a Member and ceased to be a Member. A Member shall
        notify the Secretary of the Co-operative in Writing within seven
        days of any change to her/his name or Address.
      </p>
    </div>

    <div>
      <p>
        An entry on the register relating to a former Member of the
        Co-operative may be removed from the register after the expiration
        of 10 years from the date on which s/he ceased to be a Member.
      </p>
    </div>

    <h2>Register of Equity Shareholders</h2>

    <div>
      <p>
        The Co-operative shall maintain a register of Equity Shareholders
        which records their/its name, address (in the case of a corporate
        body the registered office address), and the dates on which
        s/he/it became an Equity Shareholder and ceased to be an Equity
        Shareholder. An Equity Shareholder shall notify the Secretary of
        the Co-operative within seven days of any change to her/his/its
        name, address or address for electronic communications.
      </p>
    </div>

    <div>
      <p>
        An entry on the register relating to a former Equity Shareholder
        of the Co-operative may be removed from the register after the
        expiration of 10 years from the date on which s/he/it ceased to be
        an Equity Shareholder.
      </p>
    </div>

    <h2>Register of Directors</h2>

    <div>
      <p>
        The Co-operative shall maintain a register of Directors which
        shall include the following particulars:
      </p>
      <ol type="a">
        <li>
          Name of the Director and any former names used by her/him for
          business purposes;
        </li>

        <li>
          Service address;
        </li>

        <li>
          Country of residence;
        </li>

        <li>
          Nationality;
        </li>

        <li>
          Business occupation, if any;
        </li>

        <li>
          Date of birth.
        </li>
      </ol>
    </div>

    <div>
      <p>
        The register of Directors shall be open for inspection to any
        Member of the Co-operative without charge and to any other Person
        on payment of such fee as may be prescribed.
      </p>
    </div>

    <div>
      <p>
        The Co-operative shall also maintain a register of Director’s
        residential addresses which is not available for inspection.
      </p>
    </div>

    <h2>Minutes</h2>

    <div>
      <p>
        The Co-operative shall ensure that minutes are kept of all:
      </p>
      <ol type="a">
        <li>
          Proceedings at meetings of the Co-operative;
        </li>

        <li>
          Proceedings at meeting of the Equity Shareholders; and
        </li>

        <li>
          Proceedings at meetings of the Board of Directors and its
          sub-committees which include names of the Directors present,
          decisions made and the reasons for those decisions.
        </li>
      </ol>
    </div>

    <h2>Accounts</h2>

    <div>
      <p>
        The Board of Directors shall cause proper accounts to be kept and
        circulated in accordance with the Companies Acts with respect to:
      </p>
      <ol type="a">
        <li>
          All sums of money received and expended by the Co-operative and
          the matters in which the receipt and expenditure takes place;
        </li>

        <li>
          All sales and purchases of goods by the Co-operative;
        </li>

        <li>
          The assets and liabilities of the Co-operative.
        </li>
      </ol>
    </div>

    <div>
      <p>
        Proper accounts shall be deemed to have been kept if they give a
        true and fair record of the state of the Co-operative's affairs
        and explain its transactions.
      </p>
    </div>

    <div>
      <p>
        The accounts shall be kept at the registered office of the
        Co-operative or, subject to the Acts, at such other place or
        places as the Board of Directors thinks fit, and shall always be
        open to the inspection of all Members and other Persons authorised
        by the Co-operative in a general meeting.
      </p>
    </div>

    <div>
      <p>
        The Board of Directors shall prepare and present to the Members
        such regular financial reports, results and cash flow predictions
        showing the current financial position of the Co-operative as the
        Members in a general meeting shall require to be laid before them.
      </p>
    </div>

    <h2>Audit</h2>

    <div>
      <p>
        The Co-operative may decide if it meets the qualifying criteria to
        apply the small company audit exemptions. If not, at least once in
        every year the accounts of the Co-operative shall be examined and
        the correctness of the income and expenditure account and balance
        sheet ascertained by one or more properly qualified auditors (or
        their equivalents).
      </p>
    </div>

    <div>
      <p>
        Auditors (or their equivalents) shall be appointed and their
        duties regulated in accordance with the Companies Acts.
      </p>
    </div>

    <h2>Borrowing from Members</h2>

    <div>
      <p>
        In accordance with the Co-operative Principle of member economic
        participation the interest paid by the Co-operative on money
        borrowed from Members shall not exceed such rate as is necessary
        to attract and retain the capital required to further the
        Co-operative’s purpose.
      </p>
    </div>

    <h2>Social Accounting and Reporting</h2>

    <div>
      <p>
        In addition to any financial accounts required by the Companies
        Acts, the Members may resolve to undertake an account of the
        activities of the Co-operative which will endeavour to measure its
        co-operative, social and environmental performance using whatever
        methodology the Members deem appropriate. Following the completion
        of such an account the Co-operative shall report any findings to
        its Members and other stakeholders.
      </p>
    </div>

    <h2>Indemnity and Insurance</h2>

    <div>
      <p>
        Subject to the following article, any Director or former Director
        of the Co-operative may be indemnified out of the Co-operative’s
        assets against:
      </p>
      <ol type="a">
        <li>
          Any liability incurred by that Director in connection with any
          negligence, default, breach of duty or breach of trust in
          relation to the Co-operative;
        </li>

        <li>
          Any liability incurred by that Director in connection with the
          activities of the Co-operative in its capacity as a trustee of
          an occupational pension scheme (as defined in the Act);
        </li>

        <li>
          Any other liability incurred by that Director as an officer of
          the Co-operative.
        </li>
      </ol>
    </div>

    <div>
      <p>
        The above article does not authorise any indemnity which would be
        prohibited or rendered void by any provision of the Companies
        Acts or any other provision of law.
      </p>
    </div>

    <div>
      <p>
        The Directors may decide to purchase and maintain insurance, at
        the expense of the Co-operative, for the benefit of any Director
        or former Director of the Co-operative in respect of any loss or
        liability which has been or may be incurred by such a Director in
        connection with their duties or powers in relation to the
        Co-operative or any pension fund or employees’ share scheme of the
        Co-operative.
      </p>
    </div>
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