Members` Council 2015 Election - Co-op

Transcription

Members’ Council Election 2015
Guidance Notes and Supplementary Information
Members’ Council 2015 Election
Index
Section 1
About The Members’ Council
Section 2
The Role Of Council Member
Section 3
Completing Your Nomination Form
Section 4
Key Dates
Section 5
Essential Reading:
5.1 Council Elections Regulations
5.2 Council and Elected Members’ Code of Conduct
The following information is also available to download
 The Rules of The Co-operative Group
 Membership Regulations
Section One
About The Members’ Council
The Members’ Council is the new, democratically elected body that represents our members
across the UK. It is made up of up to 100 of our most dedicated members and its
responsibilities include upholding our Values and Principles and holding our Group Board to
account for the commercial performance of the business.
The Council has geographic constituencies to ensure that the voices of members from right
across the UK are heard. Up to 85 Council Members represent Individual Members and up
to 15 represent the Independent Co-operative Societies who are part-owners of the Cooperative Group.
Of the 85 seats allocated to Individual Members, 76 seats are allocated to Individual
Members in 12 geographic constituencies.
In the interests of continuity, in 2015 31 of these seats will be allocated to members of the
Transitional Council. Those Council members who will occupy these seats must meet the
same eligibility requirements as other members and will also be subject to an election
involving all Area Committee members within their constituency.
A further nine seats are allocated as follows:




1 seat shall be allocated to an Individual Member Representative from the Isle of Man
3 seats shall be allocated to Individual Members aged 25 or under
4 seats shall be allocated to address shortfalls in diversity (excluding on the grounds
of youth) or Employee Members post the elections, and
1 seat shall be allocated to a representative from the Co-operative Young Members’
Board.
Elections to the Members’ Council are conducted under the Single Transferable Vote
system, with successful candidates ordinarily elected for a three-year term, though in 2015
the terms will vary between one and three years in order to establish a cycle within each
constituency.
Section Two
The Role of Council Member
Council members will have an understanding of the Group’s democratic structure, the role
of the Council and an interest in the community and social goals activities of the Society.
They will also have an understanding of the Group’s key stakeholders, the wider Cooperative Movement and its Values and Principles and an understanding of how cooperatives put those Values and Principles into practice.
Council members will need to be able to interpret basic statutory and management accounts
and have an understanding of core financial principles. They should have a good grasp of
the Group’s business activities, products and services and the wider commercial
environment in which those businesses operate.
Useful relevant experience for Council members would include participation in the Group’s
members’ meetings, activities or structures, active involvement in other co-operatives or
member organisations, expertise in Corporate Social Responsibility, Campaigning or
Communications, or experience as a board member, trustee or governor.
Council members will receive an annual fee. This is yet to be determined though will be
agreed at the Annual General Meeting in May. Council members will also be entitled to claim
expenses incurred in relation to their role, in accordance with the Expenses Policy.
Section Three
Completing Your Nomination Form
To complete your form, you will need:


your Membership number
A recent (no older than 12 months) colour, passport-sized ‘head and shoulders’ style
photograph.
Please note:
• Your election address should comprise:
o A summary address (upto 75 words) – this will be available in both printed
and online election materials
o Additional Information (upto 500 words) – available for viewing online only.
• If your election address exceeds the maximum word count, the sentence that ends
prior to the word limit will be treated as the final sentence
• While every effort will be made to correct obvious spelling and grammatical errors,
no other changes will be made to the information you supply
• The Co-operative Group reserves the right to contact prospective candidates if their
election address is regarded by the Returning Officer as defamatory or damaging to
the Group’s reputation
• You may submit your election address in a language other than English, but it must
be accompanied by a translation into English. We reserve the right to verify the
English translation you supply. It will only appear once in the Candidates’ Booklet,
appearing in the language in which it is submitted
• All candidates will be allocated the same amount of space in the printed candidates’
materials. As a result, it cannot be guaranteed that the formatting of an election
address (such as bullet points) will appear in the printed document
• If you fail to submit an election address we will insert the phrase ‘not submitted’ in
the election materials
You will be asked to confirm that you have read the Council Election Regulations and
agree to comply with the Council and Elected Members’ Code of Conduct.
You will also be asked to confirm that you have read the Canvassing Code of Practice and
agree to abide by it.
The following documents are also available for your information and assistance:


The Co-operative Group Rules
Membership Regulations.
Candidates will be subject to the following checks:

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



Credit Reference search
Disclosure and Baring Service (DBS)
Media Check
Verification of any professional qualifications or memberships claimed
Directorship Check
All successful candidates will also need to demonstrate that they are eligible to work
in the UK.
All information supplied by candidates will be treated in the strictest confidence. The Cooperative Group may use the services of a trusted third party in respect of the screening
process.
Section Four
Key Dates
Nominations open
Nominations close
Ballot papers distributed
Closing date for ballot
Annual General Meeting
Members’ Council Meeting
Induction Weekend
Friday 6 February
Wednesday 25 February (5pm)*
by Tuesday 21 April
Wednesday 13 May (noon)
Saturday 16 May
Saturday 16 May & Sunday 17 May
Friday 19 – Sunday 21 June.
* with regard to continuity seats the closing date is Thursday 12 February (5pm)
Successful candidates will be expected to attend the Members’ Council Meeting in
Manchester+ immediately following the AGM.
All new Council members will be required to attend the Induction Weekend in Manchester
on 19-21 June+ and complete two agreed training modules within their first six months in
office.
+
Accommodation will be provided by the Co-operative Group where required and the cost
of travel and incidentals will be met, in accordance with the Expenses Policy
Section Five
Essential Reading
5.1 Council Election Regulations
COUNCIL ELECTION REGULATIONS
Approved by the Council on 29 January 2015
1
Clause
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
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23.
Page
Introduction ......................................................................................................................... 3
Interpretation ....................................................................................................................... 3
Size and composition of the Council .................................................................................... 3
Diversity .............................................................................................................................. 4
Restrictions on close relatives ............................................................................................. 4
Restrictions on senior managers ......................................................................................... 5
Restrictions on ISM Representatives ................................................................................... 5
Council eligiblity requirements ............................................................................................. 5
Nomination process for elected Council seats ..................................................................... 8
Entitlement to vote............................................................................................................... 9
Method of election ............................................................................................................. 10
Appointment to the Council following election .................................................................... 11
Standing for different offices at the same time ................................................................... 11
Canvassing code of practice.............................................................................................. 11
Co-options ......................................................................................................................... 11
Terms of office................................................................................................................... 12
2015 Continuity Provisions ................................................................................................ 13
Casual vacancies on the Council ....................................................................................... 14
President and Vice-Presidents .......................................................................................... 14
Senate ............................................................................................................................... 15
Role of the Council Secretary ............................................................................................ 15
Review .............................................................................................................................. 15
Changes ............................................................................................................................ 15
Appendix
1.
2.
3.
4.
5.
6.
7.
8.
9.
Council seats and electorates............................................................................................ 16
Geographic constituency boundaries................................................................................. 17
Geographic Representatives – seat allocation ................................................................... 18
Council Member person specification ................................................................................ 19
Canvassing Code of Practice ............................................................................................ 23
President and Vice-President – election procedure ......................................................... 25
Senate – election procedure .............................................................................................. 26
BAME Seats – election procedure ..................................................................................... 27
2015 Continuity Seats – election procedure ...................................................................... 29
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Introduction
1.1
These Council Election Regulations, together with the Appendices, are the regulations
approved by the Council of Co-operative Group Limited (the Society) in accordance with
Rule 12.4(c) of the Society’s Rules (the Rules).
1.2
The Council Election Regulations set out the size, composition, eligibility requirements and
election processes for the Council, Senate, President and Vice-Presidents.
1.3
The Council Election Regulations should be read in conjunction with the following:
(a)
the Rules;
(b)
the Membership Regulations;
(c)
the Purchases Regulations;
(d)
the Council Code of Conduct (the Code); and
(e)
any election guidance or other information provided to Members or published by the
Society in advance of the Council election process.
1.4
It should be noted that certain Rules relating to the election and eligibility of Council Members
are Suspended Rules under the Transitional Provisions. Notwithstanding the suspension of
these Rules, these Council Election Regulations have been drafted to give effect to the
underlying intention of these Rules for the purposes of the Council elections held in 2015.
2.
INTERPRETATION
2.1
In addition to terms outlined elsewhere in these Council Election Regulations, the words and
expressions used throughout the document shall have the meaning given to them in the
Rules.
2.2
Where there is any conflict or inconsistency between the Council Election Regulations and
the Rules, the Rules shall take precedence.
2.3
References to the Council Secretary shall be taken to read a member of the Group’s
Membership team until a Council Secretary is appointed.
3.
SIZE AND COMPOSITION OF THE COUNCIL
3.1
In accordance with Rule 83, the Council will comprise a maximum of 100 Council Members.
3.2
The Council shall comprise up to 85 Council Members representing Individual Members
(Individual Member Representatives) and up to 15 Council Members representing
Independent Society Members (ISM Representatives). For these purposes, Independent
Society Members are the Independent Society Members recorded in the Society’s Register
of Members.
3.3
Of the 85 seats allocated to Individual Member Representatives:
(a)
76 seats shall be allocated to Individual Members in 12 geographic constituencies
(Geographic Representatives); and
(b)
9 seats shall be allocated to Special Members as follows:
3
(i)
1 seat shall be allocated to an Individual Member Representative from the Isle
of Man (the Manx Representative);
(ii)
3 seats shall be allocated to Individual Members aged 25 or under (Youth
Representatives);
(iii)
4 seats shall be allocated to address shortfalls in diversity (excluding on the
grounds of youth) or Employee Members (Council Appointed
Representatives); and
(iv)
1 seat shall be allocated to a representative from the Co-operative Young
Members’ Board (the CYMB Representative).
3.4
The boundaries of the geographic constituencies are set out in Appendix 2. The allocation
of Geographic Representative seats amongst geographical constituencies is set out in
Appendix 3. With the exception of Northern Ireland, the allocation is based on a combination
of the percentage of the Group’s Food and Funeral sales in each constituency and the
percentage of Individual Members who have made Qualifying Purchases (as defined in Part
1 of the Purchases Regulations) in each constituency.
3.5
Employee Members (defined in the Rules as employees who are Individual Members) may
occupy up to 18 of the 76 Geographic Representative seats as set out in Appendix 3. Of the
seats allocated to Special Members, Employee Members may occupy up to:
(a)
1 Youth Representative seat;
(b)
1 Council Appointed Representative seat; and
(c)
1 CYMB Representative seat.
3.6
If no Employee Members are elected in the Geographic Representative seat elections, the
Council shall co-opt at least one Employee Member to a Youth Representative seat or a
Council Appointed Representative seat in accordance with paragraph 15 below.
3.7
An overview of Council seats and the corresponding electorates is set out in Appendix 1.
4.
DIVERSITY
4.1
In accordance with Rule 85, the Council will seek to ensure that its composition reflects
diversity in the broadest sense including (but not limited to) diversity of gender, ethnicity,
sexual orientation, age, disability, religion and geography.
4.2
Certain geographic constituencies reserve a number of Geographic Representative seats for
Black, Asian and other ethnic minorities (BAME Seats). The number of BAME Seats and
the geographic constituencies that they apply to are set out in Appendix 3. Further details of
BAME Seat election procedures are set out in Appendix 8.
5.
RESTRICTIONS ON CLOSE RELATIVES
5.1
No more than two close relatives per geographical constituency may hold office as Council
Members at any one time.
5.2
For the purposes of this paragraph 5, a close relative means husband or wife, partner,
grandfather, grandmother, father, mother, son, daughter, brother, sister, half-brother, halfsister, grandson, granddaughter, stepfather, stepmother, stepbrother, stepsister, stepson
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and stepdaughter, for the purposes of this definition, relationships by adoption shall be
treated in the same way as relationships by birth, and people shall be treated as partners if
they live together in the same household as a couple, irrespective of their sex or sexual
orientation.
6.
RESTRICTIONS ON SENIOR MANAGERS
Members of the Executive, managers who report directly to the Executive and the Council
Secretary shall not be eligible to stand for election or co-option as Council Members. Subject
to the relevant eligibility requirements in paragraph 8 below, members of the Group
Secretariat and Membership team (or any successor departments from time to time) may
stand for election or co-option as Council Members with the approval of the Group Secretary.
7.
RESTRICTIONS ON ISM REPRESENTATIVES
Unless the Council (or a duly authorised committee of the Council) determines otherwise, no
more than two representatives of any Independent Society Member may hold office as ISM
Representatives at any one time.
8.
COUNCIL ELIGIBLITY REQUIREMENTS
8.1
Eligibility requirements for Council Members are set out in the Rules, the Membership
Regulations and these Council Election Regulations.
8.2
In addition to the criteria below, no person shall be eligible to stand for election to the Council
if they have been previously disqualified or removed from the Council, the Group Board, a
Regional Board, an Area Committee or any other part of the Group for a breach of a code of
conduct or otherwise, unless a resolution of the Council is passed with a two thirds majority
permitting them to stand. In addition, no person shall be eligible to stand for an election or
continue in office if a material conflict of interest is identified (in the opinion of the Council
Secretary), save in the case of a candidate standing for an Independent Society Member
seat where the conflict arises solely from the fact that the Independent Society Member may
have certain business interests which may compete with those of the Society. An example
of a material conflict of interest could be where an Individual Member is employed by a
significant competitor of the Group. The Council will deal with any conflicts of interest
including those affecting ISM Representative seats in accordance with Rule 97 and the Code.
Geographic Representative and Manx Representative seats
8.3
In order to be eligible for a Geographic Representative seat or the Manx Representative seat,
a candidate must satisfy the relevant Membership Criteria set out in the Membership
Regulations and the following Eligibility Criteria:
(a)
he / she must be over 16 years old;
(b)
his or her residential address must be within the boundaries of the relevant
geographical constituency or on the Isle of Man (as applicable);
(c)
at the point of nomination:
(i)
he / she must confirm and declare in writing that he / she satisfies the Council
Member person specification set out in Appendix 4;
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(d)
(ii)
he / she must confirm and undertake in writing that he / she will fulfil any
personal development, training and / or evaluation requirements determined
by the Council; and
(iii)
he / she must confirm that he / she will abide with the Code at all times. As
part of this the candidate will be required to sign a declaration stating that they
have received and read the Code, have understood the duties and
responsibilities required and expected of Council Members and agree to
comply with the Code at all times; and
at the point of election, he / she must have completed and / or passed (as applicable):
(i)
since 2010, a relevant qualification from the Co-operative College, including
(without limitation) the Co-operative Group Award in Co-operation, Certificate
in Co-operation, Diploma in Co-operation or the Group Board Development
Centre; or
(ii)
if he / she was or is a member of the Transitional Council or an Area
Committee who has been an elected Member of the Group for the immediately
preceding three years and has not completed and / or passed a relevant
qualification from the Co-operative College, at least two modules of the
Certificate in Co-operation, Diploma in Co-operation or Group Board
Development Centre (including completion of post-course work and
assessments); or
(iii)
an equivalent assessment regarding fundamental facts about the Group and
the co-operative movement, the form and contents of which shall be
determined by the Council (or a relevant committee of the Council).
ISM Representative seats
8.4
In order to be eligible for an ISM Representative seat, a candidate representing an
Independent Society Member must satisfy the following Eligibility Criteria:
(a)
(b)
he / she must be a member of that Independent Society Member’s board of directors
or executive management team;
(c)
(i)
(ii)
by the Council; and
(iii)
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(d)
(i)
(without limitation) the Award in Co-operation, Certificate in Co-operation,
Diploma in Co-operation or the Group Board Development Centre; or
(ii)
if he / she was or is a member of the Transitional Council who has been an
member of an Independent Society Member for the immediately preceding
three years and has not completed and / or passed a relevant qualification
from the Co-operative College, at least two modules of the Certificate in Cooperation, Diploma in Co-operation or Group Board Development Centre
(including completion of post-course work and assessments); or
(iii)
CYMB Representative seat
8.5
In order to be eligible for the CYMB seat, a candidate must satisfy the relevant Membership
Criteria set out in the Membership Regulations and the following Eligibility Criteria:
(a)
(b)
he / she must be a member of the Co-operative Young Members’ Board;
(c)
(d)
(i)
(ii)
by the Council; and
(iii)
(i)
(without limitation) the Co-operative Group Award in Co-operation, Certificate
in Co-operation, Diploma in Co-operation or the Group Board Development
Centre; or
(ii)
if he / she was or is a member of the Transitional Council or an Area
Committee who has been an elected Member of the Group for the immediately
preceding three years and has not completed and / or passed a relevant
qualification from the Co-operative College, at least two modules of the
Certificate in Co-operation, Diploma in Co-operation or Group Board
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Development Centre (including completion of post-course work and
assessments); or
(iii)
Youth Representative and Council Appointed Representative seats
8.6
Ordinarily, Youth Representatives and Council Appointed Representatives co-opted to the
Council in accordance with paragraph 15 below will have stood for election in the latest
Council elections and will therefore have complied with the eligibility requirements for
Geographic Representatives set out in paragraph 8.3 above. With the exception of the
requirement that the candidate must live in the relevant geographic constituency, the
Membership Criteria and Eligibility Criteria that apply to Geographic Representatives shall
apply to Youth Representatives and Council Appointed Representatives. In exceptional
circumstances, the Council (or a relevant committee of the Council) may waive any of these
requirements for Youth Representatives, save for the requirements that prior to his or her cooption:
(a)
he / she must confirm that he / she will abide with the Code at all times. As part of
this the candidate will be required to sign a declaration stating that they have received
and read the Code, have understood the duties and responsibilities required and
expected of Council Members and agree to comply with the Code at all times;
(b)
he / she must confirm and undertake in writing that he / she will fulfil any personal
development, training and / or evaluation requirements determined by the Council;
and
(c)
he / she must complete and pass an assessment regarding fundamental facts about
the Group and the co-operative movement, the form and contents of which shall be
In addition, Youth Representatives must be more than 16 and less than 26 years old as at
the date of their co-option.
9.
NOMINATION PROCESS FOR ELECTED COUNCIL SEATS
9.1
Candidates for ISM Representative seats on the Council must be nominated by the board of
their own Independent Society Member following an internal selection process. When
selecting candidates, the board of each Independent Society Member should have regard to
the Council’s need for diversity in the broadest sense under Rule 85. Independent Society
Member secretaries may nominate successful candidates by completing a nomination form
and returning it to the Council Secretary in the timeframe agreed by the Council. In
accordance with paragraph 7 above, no Independent Society Member may have more than
two ISM Representatives on the Council unless the Council (or a duly authorised committee
of the Council) determines otherwise.
9.2
Candidates for Geographic Representative seats on the Council can only stand as a
candidate in the constituency in which they live. Such candidates may nominate themselves
by completing a self-nomination form and returning it to the Council Secretary in the
timeframe agreed by the Council.
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9.3
Candidates for the Manx Representative seat on the Council can only stand as a candidate
if they live on the Isle of Man. Such candidates may nominate themselves by completing a
self-nomination form and returning it to the Council Secretary in the timeframe agreed by the
Council.
9.4
The Council Secretary will be responsible for approving the design of the nomination forms
and associated materials. Amongst other things, all candidates will be asked to provide a
written election address of a maximum number of words determined by the Council
Secretary. Candidates will be encouraged to include reference in their address to the
qualifications and / or experience they possess that are relevant to the relevant Council
eligibility requirements set out in paragraph 8 above and the person specification in Appendix
4. As part of the nomination process, Geographic Representative and Manx Representative
candidates will be required to indicate which Group businesses they have traded with in the
preceding 12 months.
9.5
Candidates’ self-nomination forms and associated materials shall be provided to the Council
or a relevant committee of the Council and may be published on the Society’s website as
part of the election guidance and other information provided to Members in advance of
Council elections.
9.6
In addition to the information supplied by candidates, the Council is entitled (but is not
obliged) to supplement the statements for incumbent Council Members seeking re-election
with further background information in relation to the incumbent Council Member and / or to
indicate their support (or otherwise) for their re-election.
9.7
Following the closing date for nominations, the Council Secretary will assess whether in his
or her view all candidates meet the relevant eligibility requirements set out in paragraph 8
above and any background screening check(s) determined by the Council Secretary from
time to time. In an appropriate case the Council Secretary will have the ability to decide that
a candidate may not proceed in the Council election process.
10.
ENTITLEMENT TO VOTE
10.1
The relevant constituencies for elected Council seats are as follows:
10.2
(a)
Geographic Representatives – eligible Individual Members who live within the
geographical constituency;
(b)
ISM Representatives – Independent Society Members; and
(c)
Manx Representatives – eligible Individual Members who live on the Isle of Man.
Individual Members and Independent Society Members are entitled to vote in the relevant
Council elections if he, she (or in the case of an Independent Society Member, it):
(a)
is a Member on the date of the notice of the relevant Society General Meeting (i.e.
the date of the Board meeting to approve the notice, not the date that notice is sent
or that of the Society General Meeting itself)1;
(b)
is shown in the records of the Society to have made the minimum level of Qualifying
Purchases as set out in Part 1 of the Purchases Regulations; and
1
The relevant Society General Meeting will be the Meeting to be held at or around the same time as the Council election and will usually
be the Society’s Annual General Meeting.
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(c)
being an individual, he / she is at least 16 years of age on the date of the relevant
meeting.1
10.3
Unless the Council agrees otherwise, the Council nomination and election process will be
conducted in parallel with the Society’s Annual General Meeting timeline. In these
circumstances, ballot forms for Council elections shall be supplied to Members who are
eligible to vote and attend the Annual General Meeting.
10.4
Ballot forms will be made available to eligible Members in the form and manner that has been
agreed by Members in accordance with Rule 126. Where a Member has supplied an address
enabling the Society to communicate with the Member by electronic means in accordance
with the Rules, the Society may use such address for the purposes of the ballot and may
make provision for the ballot form to be completed via a website. Otherwise, ballot forms
shall be sent to eligible Members in the post. These Council Election Regulations and any
election guidance or other relevant information will be published online in advance of the
Council election process. Where a Member has received a ballot form or other information
relating to the Council elections otherwise than in hard copy form, the Member is entitled to
require the Society to send him, her (or in the case of an Independent Society Member, it)
the document or information in hard copy form free of charge.
11.
METHOD OF ELECTION
11.1
Voting in Council elections will ordinarily be conducted by ballot in advance of the Society’s
Annual General Meeting. The election itself will be managed on the Society’s behalf by a
recognised independent scrutineer (a Scrutineer). Unless the Council (or a relevant
committee of the Council) determines otherwise the ballot will be conducted using the single
transferable vote method.
11.2
Rules 34.7 to 34.9 shall apply to the sending of a notice of ballot as they apply to the sending
of a notice of a Society General Meeting. The notice of ballot and any other accompanying
documents shall be sent (or otherwise made available) not less than 21 days (or such other
period as determined by the Council Secretary) before the date which the Society specifies
for the receipt of the completed ballot forms.
11.3
The accidental omission to give a notice of a ballot or to send a ballot form or any
accompanying document to any Member entitled to receive it shall not invalidate the ballot.
11.4
The Council Secretary shall be responsible for approving the design and contents of the ballot
form in consultation with the Group Secretary. Amongst other things, ballot forms will provide
voting instructions and inform Members where election guidance or other information can be
located online. In so far as practicable, the form and amount of information provided to
eligible Members in advance of Council elections shall match the information provided to
eligible Members in advance of Member Nominated Director elections. The order in which
Council candidates’ names will appear on the ballot form will be determined by the drawing
of lots by the Council Secretary.
11.5
As Returning Officer, the Council Secretary shall have authority to decide all questions that
might arise relating to a ballot and shall specify a time and place at which the ballot forms
shall be counted.
11.6
Unless the Council (or a relevant committee of the Council) determines otherwise on the
grounds of practicability or timing, Council elections to fill ISM Representative seats shall
apply weighted voting reflecting the respective share of Independent Society Member votes
amongst themselves as apply between Independent Society Members at the Annual General
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Meeting held in the same year as the ballot (in accordance with the Purchases Regulations
or as otherwise determined by the Council Secretary).
11.7
The decision of a ballot shall come into effect as from the time at which the counting of votes
is completed and declared by the Council Secretary (or any person nominated by them). The
result of the ballot shall be announced in such manner and at such time as determined by
the Council Secretary.
11.8
If on a ballot any votes are counted that ought not to have been counted or any votes are not
counted that ought to have been counted, the error shall not invalidate the decision arrived
at unless it has been in the opinion of the Council Secretary of sufficient magnitude to do so.
11.9
Candidates may withdraw themselves from the ballot at any time up until the deadline for
returning ballot papers. If a candidate is withdrawn from a ballot, any order of preference
indicated on the ballot forms will be appropriately adjusted by the Council Secretary.
11.10 The requisite number of candidates who receive the highest number of votes shall be elected
to fill vacancies. If two or more candidates receive the same number of votes for a particular
seat, the candidate or candidates to be elected shall be decided by the drawing of lots by the
Council Secretary.
12.
APPOINTMENT TO THE COUNCIL FOLLOWING ELECTION
Subject to any regulatory requirements and any background screening requirement(s)
determined by the Council Secretary, candidates that have been successful in elections will
take office as Council Members at the time specified by the Council Secretary when
announcing the result of the ballot in accordance with paragraph 11 above. Ordinarily, the
time specified by the Council Secretary will be the conclusion of the relevant Annual General
Meeting.
13.
STANDING FOR DIFFERENT OFFICES AT THE SAME TIME
13.1
In accordance with Rule 86, a Council Member cannot be both a Board director and a Council
Member at the same time. However, provided that the Member Nominated Director and
Council election processes are conducted in parallel, Individual Members may stand for
election as a Member Nominated Director and as a Council Member concurrently. In these
circumstances, following the deadline for retuning ballot forms, votes cast in Member
Nominated Director elections will be counted first, after which any person elected as a
Member Nominated Director who also stood in the Council election will be deemed to have
withdrawn from the Council elections.
13.2
It is not permitted to stand for, or be elected, appointed or co-opted to, more than one Council
seat at a time.
14.
CANVASSING CODE OF PRACTICE
The Canvassing Code of Practice set out in Appendix 5 shall apply to all candidates standing
for election, re-election or co-option as a Council Member.
15.
CO-OPTIONS
15.1
Subject to satisfaction of the relevant eligibility requirements in paragraph 8 above and
subject to any regulatory requirements, the requisite number of Youth Representatives,
Council Appointed Representatives and CYMB Representatives may be co-opted to the
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Council by the Council or a relevant committee of the Council in accordance with the
provisions of this paragraph 15.
15.2
Before co-option by the Council or a relevant committee of the Council, the CYMB
Representative must be nominated by the Co-operative Young Members’ Board following an
internal election process.
15.3
Co-options of appropriate Youth Representatives and Council Appointed Representatives
will usually be considered and determined by the Council (or a relevant committee of the
Council) after the results of Council elections are declared by the Council Secretary in
accordance with paragraph 11 above.
15.4
Ordinarily, Youth Representatives and Council Appointed Representatives co-opted to the
Council will have stood for election in the latest Council elections and will therefore have
completed a self-nomination form. Where this is not the case, the Council (or a relevant
committee of the Council) may require appropriate candidates to provide a written application
of a maximum number of words (a Co-option Application). Candidates will be encouraged,
where applicable, to include reference in their Co-option Application to the qualifications and
/ or experience they possess that are relevant to the Council eligibility requirements set out
in paragraph 8 above and the person specification in Appendix 4. As part of a Co-option
Application, candidates will be required to indicate which Group businesses they have traded
with in the preceding 12 months.
15.5
Candidates’ self-nomination forms or Co-option Applications and associated materials shall
be provided to the Council and / or the relevant committee of the Council prior to the co-option
taking place.
15.6
Candidates selected by the Council (or a relevant committee of the Council) shall be co-opted
by the Council subject to the satisfaction of any background screening check(s) determined
and overseen by the Council Secretary.
16.
TERMS OF OFFICE
16.1
Subject to the 2015 Continuity Provisions in paragraph 17 below, Geographic
Representatives and the Manx Representative shall be elected for a term of three years,
unless they are filling a casual vacancy in accordance with paragraph 18 or an unoccupied
BAME Seat in accordance with the BAME Seat election procedures in Appendix 8.
16.2
Subject to paragraph 16.3 below, ISM Representatives shall be elected for a term of three
years, unless they are filling a casual vacancy in accordance with paragraph 18.
16.3
In the 2015 Council elections, one third of ISM Representative seats will be for a three year
term, one third for a two year term and one third for a one year term, in order to establish an
electoral cycle. Following the conclusion of the 2015 Council elections, lots will be drawn
(overseen by the Council Secretary and the President) to determine which ISM
Representative is appointed for each term.
16.4
The Council (or a relevant committee of the Council) shall determine terms of office of up to
three years for the CYMB Representative and Youth Representatives upon their
appointment. In appropriate circumstances the terms of office determined by the Council (or
the relevant committee) may be different in order to ensure that representatives retire by
rotation.
16.5
Council Appointed Representatives shall be appointed for a term of one year.
12
16.6
The Council shall give further consideration to any limitation on consecutive terms of office
and will record any such limit in a future version of these Council Election Regulations. Any
limit will apply from the conclusion of the 2015 Council elections.
17.
2015 CONTINUITY PROVISIONS
17.1
In the interests of continuity, 31 of the 76 Geographic Representative seats shall be allocated
to members of the Transitional Council prior to the 2015 Council elections (Continuity
Seats).
17.2
The allocation of the 31 Continuity Seats amongst the 12 geographic constituencies is set
out in Appendix 3. The Continuity Seats in Appendix 3 shall be elected by Area Committee
members living in each geographical constituency.
17.3
In the interests of continuity for Independent Society Members, the one Independent Society
Member representative on the Transitional Council (as at the date of these Council Election
Regulations) shall be allocated one of the 15 ISM Representative seats prior to the 2015
Council elections. This Transitional Council member (the ISM Transitional Council
Member) shall be exempt from the requirements to nominate themselves or stand for election
in the Continuity Seat elections, provided that he / she satisfies the relevant eligibility
requirements in paragraph 8 above. The ISM Transitional Council Member will be deemed
to have been elected as an ISM Representative for a term of one year from the Society’s
Annual General Meeting in 2015.
17.4
Transitional Council members will nominate themselves for election in the constituency in
which they live. In order to be eligible for a Continuity Seat, a Transitional Council member
must satisfy the eligibility requirements set out in paragraphs 8.2 and 8.3 above. Further
details of the Continuity Seat election procedures are set out in Appendix 9.
17.5
Transitional Council members elected to Continuity Seats will be deemed to have been
elected as Geographic Representatives in the geographic constituency in which they live for
a term of one or two years from the Society’s Annual General Meeting in 2015. Following
the Continuity Seat elections, 15 Continuity Seats will be allocated a one year term and 16
Continuity Seats will be allocated a two year term. Subject to the condition that each
geographical constituency must have at least one of the Continuity Seats allocated a two
year term, lots will be drawn (overseen by the Council Secretary) to determine the terms
allocated to the remaining Continuity Seats.
17.6
In instances where a geographic constituency has BAME Seats, any BAME Transitional
Council members elected to a Continuity Seat in that geographic constituency will be deemed
to occupy the, or one of the, BAME Seat(s) in that constituency.
17.7
Transitional Council members who do not stand or who stand but are unsuccessful in the
Continuity Seat elections may stand for election in the 2015 Council elections.
17.8
In the interests of continuity, at least two of the interim President and Vice-Presidents
(together the Interim Office Holders and each an Interim Office Holder) should be
allocated Continuity Seats. In the first instance, each Interim Office Holder should stand in
the Continuity Seat elections by nominating himself / herself in the geographical constituency
in which he or she lives (should he or she wish to do so). If only one of the Interim Office
Holders is elected in the Continuity Seat elections, the unsuccessful Interim Office Holder
who received proportionally the highest number of votes in their geographical constituency
(compared to the other unsuccessful Interim Office Holders) shall be allocated an additional
Continuity Seat (in place of one Geographic Representative seat that would have been
13
subject to election in the 2015 Council elections) in their geographic constituency. If none of
the Interim Office Holders are elected in the Continuity Seat elections, the two unsuccessful
Interim Office Holders who received proportionally the highest number of votes in their
geographical constituency (compared to the other Interim Office Holders) shall each be
allocated an additional Continuity Seat (in place of one Geographic Representative seat in
their geographic constituency that would have been subject to election in the 2015 Council
elections).
17.9
For the avoidance of doubt the Canvassing Code of Practice set out in Appendix 5 shall apply
to all members of the Transitional Council standing for Continuity Seats.
18.
CASUAL VACANCIES ON THE COUNCIL
18.1
If a Council Member who won a contested election vacates their office within six months of
the date of their induction and provided their remaining period of office exceeds three months,
their seat (and, subject to paragraph 18.2 below, the remainder of their term) will be allocated
to the first runner up (or in the case of a BAME Seat, the first BAME runner up) in the most
recent Council elections (provided he / she is willing to fill the vacancy). If there is no BAME
runner up in a particular geographical constituency, the seat shall be allocated to the first
non-BAME runner up, provided he / she is willing to fill the vacancy, though only for the period
until the next Geographic Representative elections in that constituency.
18.2
If a successful candidate in the most recent Council elections received a shorter term of office
than the remaining term of the Council Member who vacates their office, the successful
candidate will be allocated the longer term of office and the first runner up in the most recent
Council elections will be allocated the shorter term. This provision does not apply where the
seat vacated is a BAME Seat.
18.3
Subject to paragraph 18.1 above, if a vacancy arises for any reason other than the expiry of
a term of office an election to fill the vacancy for the remainder of that term shall be carried
out as part of the annual Council election process unless the Council decides otherwise.
19.
PRESIDENT AND VICE-PRESIDENTS
19.1
The Council shall elect from its number a President and up to three Vice-Presidents who shall
hold such positions for a term of two years unless they shall cease in the meantime to be a
Council Member or shall resign or retire from their position. A President or Vice-President
who has been in office for a continuous period of six years or more at the date of the first
meeting after an Annual General Meeting shall resign from their position unless the Council
agrees that they may serve one additional term of two years (or part thereof).
19.2
The Council may at any time remove the President or Vice-President from office if that person
receives notice signed by not less than two thirds of the other Council Members stating that
that person should cease to be the President.
19.3
The President and Vice-President election procedures are set out in Appendix 6. Voting will
be by single transferable vote where elections are contested.
19.4
The Canvassing Code of Practice set out in Appendix 5 shall apply to all Council Members
standing for election or re-election as President or Vice-President.
14
20.
SENATE
20.1
The Senate shall comprise not less than 10 and not more than 15 Council Members as
determined by the Council in such manner as reflects the balance of representation of the
various constituencies represented on the Council provided that Independent Society
Members shall at all times have 20 percent of the seats on the Senate (or, if applicable, the
number of seats closest to 20 percent where any fraction of .5 or above would be rounded
up).
20.2
No Independent Society Member may have more than one representative on the Senate.
20.3
No Member shall be eligible to sit on the Senate unless he / she is eligible to be, and is, a
Council Member.
20.4
The President and Vice-Presidents shall be members of the Senate by virtue of their office.
20.5
In the case of any vacancy on the Senate, the Senate may at any time, and from time to time,
appoint a Council Member representing the relevant constituency to hold office until the
conclusion of the next Senate elections.
20.6
With the exception of the President and Vice-Presidents, the term of office for other Senate
members will be [TBD] year[s]. If a member of the Senate ceases to be a Council Member
during his / her tenure as a member of the Senate then he / she shall automatically cease to
be a member of the Senate.
20.7
Voting in contested elections shall be by single transferable vote and the Canvassing Code
of Practice set out in Appendix 5 shall apply to all Council Members standing for election or
re-election as Senate members. Further details of the Senate election procedures are set
out in Appendix 7.
21.
ROLE OF THE COUNCIL SECRETARY
21.1
In accordance with Rule 98.1(h) the Council Secretary shall act as Returning Officer at, and
is responsible for the conduct of, Council elections. The Returning Officer may delegate
some or all of their duties, authorities or discretions to a Scrutineer.
21.2
The Council Secretary’s decision on procedural matters not covered by the Rules or these
Council Election Regulations, or on any disputes as to the interpretation of or arising out of
these Regulations, shall be final.
22.
REVIEW
These Council Election Regulations will be subject to ongoing review and will be subject to
formal review within five years of adoption and at intervals of no more than five years
subsequently.
23.
CHANGES
23.1
No changes should be made to the Council Election Regulations that would make them
inconsistent with the Rules, the Statutes or any guidance published by the Registration
Authority.
23.2
Subject to paragraph 23.1 above, any changes to the Council Election Regulations must be
agreed by the Council.
15
APPENDIX 1
COUNCIL SEATS AND ELECTORATES
Council seat
Elected / co-opted by
Geographic Representative seats
Elected by eligible Individual Members who live
within the relevant geographic constituency
ISM Representative seats
Elected by Independent Society Members
Manx Representative seat
Elected by eligible Individual Members who live
on the Isle of Man
Youth Representative seat
Co-opted by the Council (or a relevant
committee of the Council)
Council Appointed Representative seat
Co-opted by the Council (or a relevant
committee of the Council)
CYMB Representative seat
Elected by the Co-operative Young Members’
Board
Continuity Seats
Elected by Area Committee members within the
relevant geographic constituency
16
APPENDIX 2
GEOGRAPHIC CONSTITUENCY BOUNDARIES
17
APPENDIX 3
GEOGRAPHIC REPRESENTATIVES – SEAT ALLOCATION
Geographic constituency
Number
seats
of Maximum
Employee Allocation
of
Member
seats
per reserved seats
constituency
BAME Seats not subject to
election in 2015 under the
Continuity Provisions
Scotland
9
2
0
4
Northern Ireland
2
1
0
1
North West
10
2
1
4
North East
3
1
0
1
Yorkshire & Humber
8
2
1
3
Wales
5
1
0
2
West Midlands
4
1
1
2
East Midlands
4
1
0
2
East of England
6
1
1
2
South West
11
3
1
4
South East
9
2
1
4
London
5
1
2
2
18
APPENDIX 4
COUNCIL MEMBER PERSON SPECIFICATION
Council Role
The Council is the democratically elected body that represents the Members across the UK
as a whole and reflects their views. It is the voice for ensuring that the business is run for and
on behalf of the Members. It is an essential element of the Society’s governance structure and
its co-operative structure and ownership model.
The Rules give effect to the following governance principle:
“The establishment of a structure that gives Members appropriate powers to hold the Board
properly to account for the performance of the business and adherence to co-operative values
and principles.”
The Rules also set out the key roles, powers and responsibilities of the Council as follows:

the Guardian Role i.e. act as the guardian of the Society’s Purpose, the Values and
Principles and the constitution

the Holding to Account Role i.e. hold the Board to account and influence strategic and
operational initiatives

the Consultation and Representation Role i.e. act as part of a consultative body and a
body for making representations on behalf of Council constituencies

the Approvals Role i.e. approve matters reserved by the Rules for approval by the
Council

the Decisions Role i.e. make decisions on those matters reserved to the Council by the
Rules.
The Council President, Vice-Presidents and Senate are elected by and from the Council
Members and are key positions of office and influence within the Society’s democracy.
Person Specification
In order to be effective, Members elected to the Council are required to have personal qualities
which are consistent with the Values and Principles and, collectively, they must employ a wide
breadth of skills and depth of knowledge. In addition to high levels of competency, the role
would best suit Members with a genuine interest in the Group’s retail businesses, services
and products, democratic Member governance, Membership engagement, business ethics
and community focus. It would therefore not suit Members with a single interest focus.
19
Once elected, regardless of their constituency, Members are required to act in the best
interests of the Society as a whole (save where expressly stated in the Rules that Council
Members should have particular regard to the constituencies of Members it represents and in
balancing their interests).
The following personal attributes and competencies are to be read in conjunction with the
Rules and Regulations regarding the qualifying criteria for candidates wishing to stand for
election to the Council.
Commitment to the Society

a consumer of the Society’s products and services, able to demonstrate a regular and
ongoing trading relationship passionate about Values and Principles and representing
Members’ views

a desire to be an ambassador and positive role model for the Membership

a commitment to protect the mutual status of the Society as a bona fide co-operative
society owned and controlled by its Members.
Personal characteristics











personal integrity i.e. demonstrates self-responsibility, is trustworthy and acts in the best
interests of the Society and its Members
sound judgement i.e. the ability to make considered independent decisions
articulate with excellent interpersonal and communication skills
ability to prioritise and to “see the bigger picture”
influential and diplomatic, with a track record of making a positive impact
co-operative, able to work collaboratively, either as part of a small working group or large
team
organised and well prepared for meetings and other activities
willingness to ask questions and to challenge constructively and assertively
willingness to ask for support and advice when required
commitment to ongoing personal development with a track record of continuous selfdevelopment
commitment to equal opportunities, diversity and inclusion.
Core knowledge
Co-operative knowledge – an understanding of the Society’s democratic structure and the
role of the Council. Knowledge of the Membership, community and social goals activities of
the Society. An understanding of the Society’s key stakeholders and the wider Co-operative
20
Movement. Knowledge of Values and Principles and knowledge of the co-operative business
model and how co-operatives put their values and principles into practice.
Business knowledge – a good understanding of the Group’s business activities, products
and services and the wider commercial environment in which the businesses operate within.
Financial knowledge – Can understand basic statutory and management accounts.
Understands profit and loss and core financial principles. Uses financial information to monitor
performance and guide decisions.
Once elected, a Council Member would be required to develop and deepen their knowledge
and awareness of the following:








the strategies and performance of the Group’s businesses
the strategy of the Group including the development of the Society’s new Purpose
statement and implementation of strategic and business projects
the Society’s campaigns and social goals
the Society’s Membership proposition
Co-operatives UK’s Corporate Governance Code for Consumer Co-operative
Societies and the
governing documents of the Society including the Rules
the heritage of the Group and movement
emerging trends and developments in co-operative businesses at home and abroad.
Essential Skills






Ability to analyse written, verbal and numerical information provided and use this analysis
to ask relevant questions, make decisions, challenge thinking and / or make
recommendations
excellent interpersonal skills
logical and strategic thinking
ability to articulate and present an argument or perspective on behalf of self or others
good verbal and written communications
computer literate with the ability to access and use electronic communications i.e. to
correspond via email and participate in online internet forums, engage with others via
social media and via teleconferences.
Experience
Experience in at least one or more of the following areas would be helpful:







involvement in the Society’s democracy through attendance at Members’ meetings, active
participation in Membership events or via online forums
active involvement in other co-operatives or member based democratic organisations
involvement in a customer facing organisation or retail business
Corporate Social Responsibility expertise
campaigning
communications and / or public engagement
experience as a board member, trustee or governor.
21
Practical requirements

commitment to prepare for and to travel to and participate in regular (at least quarterly) full
Council meetings including weekends and evenings

commitment to play an active role in delegated working groups, sub committees, national
conferences, training and development activity outside of Council meetings

access to computer and email facilities.
22
APPENDIX 5
CANVASSING CODE OF PRACTICE
This Code of Practice applies to the election of Council Members and Member Nominated
Directors (MNDs) and Council elections to internal and external bodies.
1.
In the conduct of Council elections and the interpretation of this Code of Practice, the
Council Secretary shall be the Returning Officer for Council elections, whose decision
shall be final. In the conduct of MND elections and the interpretation of this Code of
Practice, the Group Secretary shall be the Returning Officer for MND elections, whose
decision shall be final.
2.
In accordance with the Council Election Regulations and the Member Nominated
Director Election Regulations, each candidate will be asked to submit a written election
address with their nomination form. The format and word count will be determined by
the relevant Returning Officer, in consultation with the Council or a relevant committee
of the Council. An option to submit a video address with a maximum time limit
determined by the Returning Officer, in consultation with the Council or a relevant
committee of the Council, may also be accommodated. The written and verbal
statements should not include any personal contact details or any form of invitation for
Members to make contact with the candidate. The facility to engage with Members
(e.g. through an online husting or Q&A forum) will be determined by the Returning
Officer, in consultation with the Council or a relevant committee of the Council.
3.
The Returning Officer will arrange for candidates’ election addresses and, where
applicable, videos, along with a current photograph, to be contained within a
publication and / or online, which will contain details of all candidates who have met
the eligibility criteria seeking election to the Council / have been shortlisted for the MND
elections.
4.
The Council election process may provide the opportunity for eligible Members to
communicate individually with candidates, ideally online.
5.
Candidates’ details will be made available to eligible Members within the voting
constituency (this being eligible Members in the entire UK in respect of the election of
Member Nominated Directors).
6.
The election of Council Members / MNDs will be conducted in accordance with the
Council Election Regulations and Member Nominated Director Election Regulations
(as applicable).
7.
In accordance with Rule 126.13, the Board and the Council shall each be entitled (but
neither are obliged) to provide (acting jointly or independently) background information
and / or to indicate their support (or otherwise) for any document or information sent
or supplied by the Society to Members under the Rules provided that the provision of
any such background information / support by the Board and / or the Council does not
delay the supply of the document or information, any such delay being determined by
the Group Secretary in his / her absolute discretion.
8.
Candidates may canvass their personal contacts for support either in person, by post,
telephone, email or using social media with the following important exceptions:
23
9.
(a)
No canvassing by or on behalf of any candidate is permitted on Group
premises, or using Group tools or facilities or contact lists, or on-line groups
moderated by the Group. This includes electronic bulletin boards, Group email
lists or Group social media (e.g. Facebook or Twitter).
(b)
No committee or group supported by the Group may publicly endorse a
candidate or facilitate use of their tools or facilities or contact lists, or on-line
groups moderated by them. This includes their electronic bulletin boards, email
lists or social media (e.g. Facebook or Twitter).
(c)
No candidate may solicit external organisations to endorse them or facilitate
use of their tools or facilities or contact lists, or on-line groups moderated by
them. This includes their electronic bulletin boards, email lists or social media
(e.g. Facebook or Twitter).
(d)
No candidate may canvas votes by any other means if not explicitly covered in
this Code of Practice, or the Council Election Regulations or Member
Nominated Director Election Regulations (as applicable). This prohibition
applies not just to the candidate, but to the Group’s elected bodies, Members’
groups and any other person / body on the candidate's behalf. A copy of this
Code of Practice will be made available to all candidates.
(e)
No candidate may disparage a fellow candidate in their election materials or
canvassing activity.
Any breach of this Code of Practice by a candidate will render the candidate liable to
disqualification from the election by the Returning Officer, or, if the breach is found
after the election, shall be deemed to be a breach of the Board Code of Conduct or
Council Code of Conduct (as applicable) and will be dealt with accordingly.
24
APPENDIX 6
PRESIDENT AND VICE-PRESIDENT – ELECTION PROCEDURE
[Intentionally blank – Council to provide further detail]
25
APPENDIX 7
SENATE – ELECTION PROCEDURE
[Intentionally blank- Council to provide further detail]
26
APPENDIX 8
BAME SEATS – ELECTION PROCEDURE
1.
The number of BAME Seats and the geographic constituencies that they apply to
(BAME Constituencies) are set out in Appendix 3.
2.
If a candidate for a Geographic Representative seat in a BAME Constituency identifies
himself / herself as belonging to any of the following racial groups on nomination, he /
she will be eligible to fill the, or one of the BAME Seats in that BAME Constituency:
(a)
(b)
(c)
(d)
Mixed / Multiple Ethnic Groups:
(i)
White and Black Caribbean;
(ii)
White and Black African;
(iii)
White and Asian; or
(iv)
Any other mixed background;
Asian or Asian British:
(i)
Indian;
(ii)
Pakistani;
(iii)
Bangladeshi;
(iv)
Chinese; or
(v)
Any other Asian background;
Black/African/Caribbean/Black British:
(i)
Caribbean;
(ii)
African;
(iii)
Any other Black Background; or
Any other Black Racial Group:
(i)
Arab; or
(ii)
Any other Black Background.
3.
A Geographic Representative candidate who does not identify their racial group on
self-nomination will be deemed to belong to a white racial group.
4.
The question of whether any candidate belongs to a particular racial group will be
determined on the basis of self-declaration.
27
5.
A candidate who has identified himself / herself as belonging to any of the relevant
groups set out in paragraph 2 above (a BAME Candidate) must satisfy the relevant
eligibility requirements in the Council Election Regulations and Membership
Regulations.
6.
Where no BAME Candidate is elected in Geographic Representative elections in a
BAME constituency, the BAME candidate(s) who received the highest number of votes
shall be elected to fill the BAME Seat(s) in that BAME Constituency. If two or more
BAME candidates receive the same number of votes for a particular BAME Seat in a
BAME Constituency, the candidate to be elected shall be decided by the drawing of
lots by the Council Secretary.
7.
Where no one has identified himself / herself as a BAME Candidate in a BAME
Constituency, the BAME Seat(s) may be occupied by other Geographic
Representative candidates, though only for the period until the next Geographic
Representative elections in that constituency.
28
APPENDIX 9
2015 CONTINUITY SEATS – ELECTION PROCEDURE
1.
Transitional Council members can only stand as a candidate in the geographical
constituency in which they live. Such candidates may nominate themselves by
completing a self-nomination form and returning it to the Council Secretary in the
timeframe agreed by the Council Secretary, the President and the Vice-Presidents.
2.
The Council Secretary will be responsible for approving the design of the nomination
forms and associated materials. Amongst other things, all candidates will be asked to
provide a written election address of a maximum number of words determined by the
Council Secretary (in consultation with the President and Vice-Presidents).
Candidates will be encouraged to include reference in their address to the
qualifications and / or experience they possess that are relevant to the Geographic
Representative eligibility requirements set out in the Council Election Regulations and
the Membership Regulations. As part of the nomination process, candidates will be
required to indicate which Group businesses they have traded with in the preceding
12 months.
3.
Candidates’ self-nomination forms and associated materials shall be provided to Area
Committee members in advance of the Continuity Seat elections.
4.
Following the closing date for nominations, the Council Secretary will assess whether
in his or her view all candidates meet the relevant eligibility requirements.
5.
Voting in the Continuity Seat elections shall be conducted by a ballot in each
geographical constituency. The election itself will be managed on the Society’s behalf
by a Scrutineer. Unless the Council Secretary (in consultation with the President and
Vice-Presidents) decides otherwise, each ballot will be conducted using the single
transferable vote method.
6.
The notice of ballot and any other accompanying documents shall be sent (or
otherwise made available) to Area Committee members in each geographical
constituency not less than 10 days (or such other period as determined by the Council
Secretary) before the date which the Council Secretary specifies for the receipt of the
completed ballot forms.
7.
The accidental omission to give a notice of a ballot or to send a ballot form or any
accompanying document to any Area Committee member entitled to receive it shall
not invalidate the ballot.
8.
The Council Secretary shall be responsible for approving the design and contents of
the ballot form in consultation with the President and the Vice-Presidents. Amongst
other things, ballot forms will provide voting instructions and inform Area Committee
members where election guidance can be located or assistance obtained. The order
in which candidates’ names will appear on the ballot form will be determined by the
drawing of lots by the Council Secretary.
9.
As Returning Officer, the Council Secretary shall have authority to decide all questions
that might arise relating to a ballot and shall specify a time and place at which the ballot
forms shall be counted.
29
10.
The decision of each ballot shall come into effect as from the time at which the counting
of votes is completed and declared by the Council Secretary (or any person nominated
by them). The result of the ballot shall be announced no more than seven days after
the date which the Council Secretary specifies for the receipt of the completed ballot
forms.
11.
If on a ballot any votes are counted that ought not to have been counted or any votes
are not counted that ought to have been counted, the error shall not invalidate the
decision arrived at unless it has been in the opinion of the Council Secretary of
sufficient magnitude to do so.
12.
Candidates may withdraw themselves from the ballot at any time up until the deadline
for returning ballot papers. If a candidate is withdrawn from a ballot, any order of
preference indicated on the ballot forms will be appropriately adjusted by the Council
Secretary.
13.
Subject to paragraph 3.5 of the Council Election Regulations, the requisite number of
candidates who receive the highest number of votes shall be elected to fill Continuity
Seats in each geographic constituency. If two or more candidates receive the same
number of votes for a particular Continuity Seat in a geographical constituency, the
candidate or candidates to be elected shall be decided by the drawing of lots by the
Council Secretary.
30
5.2 Council and Elected Members Code of Conduct
The term ‘elected member’ relates to members of the Council, the Senate, Regional Boards, Area
Committees, the Northern Ireland Members’ Council and Regional Values & Principles
Committees (each referred to as an ‘elected body’ or ‘committee’)
1.
Purpose of this document
This code of conduct and its appendices (the “Code”) sets out the standard of conduct and
personal behaviour required of elected members of Co-operative Group Limited (the
“Group”) and addresses both the requirements of office and their personal behaviour. It
seeks to expand on or complement the Group’s Rules (the “Rules”).
Until the Council adopts its own code of conduct, the Code shall be the Council Code of
Conduct for the purposes of Rule 12.4(a).
As a condition of remaining an elected member, each elected member is required to sign
a confirmation, in the form set out in Appendix 1, that he / she has received, read in detail
and understood the Code, and agreed to abide by the letter and spirit of this Code.
A breach of this Code may result in sanctions against an elected member. A material
breach may result in removal from office as an elected member under the provisions of
this Code.
In addition to terms defined elsewhere in the Code, the words and expressions used in
the Code shall have the meaning given to them in the Rules.
For the purposes of the Code, references to the Council Secretary shall be taken to read a
member of the Group’s Membership Team until a Council Secretary is appointed and
references to the President shall be taken to read the acting Chair of the Senate until such
time as a President is elected.
2.
Role and functions
2.1
Elected members must:
2.1.1
adhere to the Group’s Rules and Regulations and support its objectives,
including its commitment to maintaining its co-operative status,
demonstrating effective governance and upholding Co-operative Values
and Principles
2.1.2
act in the best interests of the Group at all times (save as expressly
required by the Rules)
2.1.3
contribute to the workings of their committee, in order for it to fulfil its
role and functions as defined in the Group’s Rules
2.2
3.
4.
5.
2.1.4
note that Regional Boards, Area Committees, the Northern Ireland
Members’ Council and Regional Values & Principles Committees are
subordinate to the Board of Directors
2.1.5
recognise that their role is a collective one. Outside the committee room
an individual elected member has no more rights and privileges than any
other Member
2.1.6
note that the functions allotted to committees are not of a managerial
nature
2.1.7
Participate in the Group’s democratic affairs, including voting in all
elections and voting at and/or attending Society General Meetings.
Elected members are required at all times to be truthful and honest with each
other, and with any other people with whom they have any contact as an elected
member, but taking into account the duties of collective responsibility and
confidentiality.
Conflicts of interest
3.1
Elected members should take all reasonable endeavours to avoid a situation where
any other interest which they have conflicts, or may possibly conflict, with the
interests of the Group.
3.2
Regional Board, Area Committee and Northern Ireland Members’ Council
members should disclose or declare any interest as set out in Appendix 2A. Council
Members should disclose or declare any interest as set out in Appendix 2B and as
required by the Rules (Rules 97). If in any doubt about whether an interest should
be disclosed or declared, elected members should consult their Committee
Secretary or the Council Secretary (as applicable).
Hospitality and Gifts
4.1
Elected members must not use their position to secure any personal advantage.
4.2
Elected members are not permitted to accept a benefit from a third party by
reason of their doing or not doing anything in their capacity as an elected member.
4.3
Elected members must ensure that hospitality is not accepted if it could be seen
as a way of exerting improper influence over the Group’s position.
4.4
Elected members must, in their capacity of elected member of the Group (or what
might be perceived as their capacity as an elected member of the Group) ensure
that they are meticulous about receiving hospitality and gifts, and in their use of
suppliers when engaged in the Group’s business.
Confidentiality
5.1
Maintaining confidentiality is a shared responsibility between elected members
and the Group.
6.
5.2
Confidential information is provided to elected members as a matter of course.
This is often to certain individuals (e.g., Regional Board members), sometimes to
a particular body, (e.g., a sub-committee of the Council) and on occasion
information may be provided to individuals because of their office (e.g. the
President of the Council). In each case this is given to elected members in their
capacity as office-holders. This information is often in advance of information
being made available to Members as a whole and the wider public and can include
information not made public at any stage for commercial or other reasons. It is in
the interests of the Group (and, by definition, the Members) that appropriate
confidentiality is maintained and that the communication of change is carefully
controlled to protect the business interest, manage external public relations and,
as a responsible employer, to take cognisance of employee and trade union
consultation, some of which will include statutory requirements.
5.3
Elected members should assume that performance statistics and other
commercial information provided or reported to them is confidential unless
advised otherwise. Other examples of confidential information relates to
development proposals, closure/disposal proposals and papers from the Group
Board. In certain circumstances it will be necessary to remove reference to items
of a confidential nature from minutes / reports which have a wider circulation.
5.4
Third parties to whom confidential matters must not be disclosed include
customers, other members, elected members on lower tier committees or from
other Regions, employees of the Group and its subsidiaries, competitors, the
media and the general public.
5.5
Although it is not possible to cover all eventualities, in general, elected members
must assume that matters remain confidential until such time as the Group places
the matter in the public domain.
5.6
Disclosure of information that is deemed to be confidential will be regarded as a
breach of this Code, irrespective of the consequence arising.
5.7
The Council Secretary, Regional Secretaries or Committee Secretaries can provide
guidance to elected members on issues of disclosure.
5.8
Elected members must ensure that all committee papers are kept secure and,
once finished with, are disposed of as confidential waste. In the event of any
confidential papers being lost, elected members must report this to the Council
Secretary, the relevant Regional Secretary or relevant Committee Secretary (as
applicable).
Whistle-blowing
The Group’s existing process for ‘whistle-blowing’ for employees is also applicable to
elected members. Members can choose to highlight matters of concern in confidence to
the designated officers appointed by the Group.
7.
8.
Collective responsibility
7.1
Elected members have a duty to support any decision of their elected body,
whether or not they agree with it or voted in favour of it. They exercise collective
decision-making in the committee room which is recorded in the minutes.
7.2
They should always support such decisions outside their meeting, however they
may have voted. If an elected member feels that they must speak out against a
decision, then they should consider their position, discuss the matter with the
Council Secretary / Regional Secretary, and, if appropriate, resign from the
committee. No Council or committee member outside their meeting should place
themselves in a position where they are seen to be criticising the Council / their
committee - individually or collectively - or officials.
7.3
If elected members wish to challenge the Group’s other elected bodies they are
expected to use the internal channels available to them, such as submitting
questions or motions to the Regional Board/Council/Group Board (as
appropriate).
7.4
Elected members are expected to make known the views and concerns of those
they have been elected to represent. However, Regional Board members cannot
be mandated by their Area Committee/Northern Ireland Members’
Council/Regional Values & Principles Committee, or anyone else, to vote in a
particular way. In the same way, no elected members/bodies can be mandated
by the wider membership. When performing its responsibilities under the Rules,
the Council shall have regard to the interests of the Group or the particular
constituencies of Members represented on the Council, as specified in the
relevant sections of the Rules.
Personal Conduct
8.1
Elected members are required to adhere to the highest standards of conduct in
the performance of their duties.
8.2
Elected members are required to adhere to good practice in respect of the conduct
of meetings and respect the views of their fellow elected members. They are
required at all times to treat each other, and any other people with whom they
have any contact as an elected member, with dignity, respect and fairness.
8.3
Elected members should recognise that committees, the Council, the Senate, the
Group Board and management have a common purpose, i.e. the success of the
Group and adopt a team approach and should at all times work co-operatively with
the Group Board, management and other employees of the Group.
8.4
Elected members must not bring the Group into disrepute and must uphold the
values of the Group.
8.5
Elected members must conduct themselves in such a manner as to reflect
positively on the Group. When attending external meetings or any other events
to which they are delegated, it is important for elected members to be
ambassadors for the Group, including where there is a social dimension to the
event, such as dinners / receptions where alcohol is served.
8.6
9.
10.
Elected members should not seek meetings with members of the Group Executive
or the Executive Teams of the Group’s businesses without the advance knowledge
of the Regional Secretary or Council Secretary (as appropriate).
Compliance with Group policies
9.1
Elected members must ensure that levels of expenditure are within the Expenses
Policy set by the Council in accordance with Rule 106.5(b) and that they obtain
receipts for expenditure incurred. Fraudulent expense claims will be deemed to
be a breach of the Code.
9.2
In order to be authorised to drive on Group business and therefore claim mileage
expenses and be covered by the Group’s motor insurance policy, elected members
are required to comply with the Group’s Risk Management Policy, which includes
a requirement to authorise the DVLA to give the Group access to their driving
licence details.
Training and development
Training is essential for elected members in respect of the effective performance of their
current role. Elected members are required to adhere to any policy determined by the
Council relating to elected members in all respects.
11.
Attendance of events
When attending Group events as Members (e.g. Society General Meetings), elected
members attend in a personal capacity and should not be bound by any mandate of the
body they are a member of.
12.
Committee meetings
12.1
Elected members have a responsibility to prepare for and attend meetings of the
Council / their committee. When this is not possible they must submit an apology
to the relevant Committee Secretary or Council Secretary (as applicable) in
advance of the meeting.
12.2
Absence from three successive meetings, or in excess of half of the meetings in
any democratic year, without good reason established to the satisfaction of the
relevant Area Committee (and confirmed as satisfactory by the Council) or the
relevant Regional Board (and confirmed as satisfactory by the Council) is grounds
for removal from office. Absence from more than three consecutive meetings of
the Council, or, in any year, in excess of one half of the meetings of the Council
held during that period, without permission of the Council, is grounds for removal
from office under Rule 89(g).
‘Good reason’ could include other Group business or other reasons which are
deemed to be satisfactory. Council Members’ and Group Board members’ absence
in particular should be considered in light of other co-operative commitments they
might have during a more extended period.
13.
14.
12.3
Elected members may sometimes not be able to attend meetings for an extended
period in the event of an exceptional occurrence where absence is accepted, such
as ill health or maternity/paternity/adoption leave. In such circumstances, fees
would ordinarily continue to be paid, though this would be subject to review after
six months by the Council.
12.4
Committee members are expected to attend for the duration of the meeting.
Persistently missing a significant proportion of the meeting will be deemed to
potentially be a breach of the Code.
Non-compliance with the Code of Conduct
13.1
Regional Board/ Area Committee/ Northern Ireland Members’ Council/ Regional
Values & Principles Committee members may be removed from office by a twothirds majority resolution of the committee/ board on which they were serving,
on the basis that they are in material breach of the Code of Conduct and it is not
considered to be in the interests of the Group that they should continue to serve.
13.2
Alternatively, Regional Board/ Area Committee/ Northern Ireland Members’
Council/ Regional Values & Principles Committee members may be removed from
office by a two-thirds majority resolution of the Council on the grounds that in the
view of the Council they are in material breach of the Code and it is not considered
to be in the best interests of the Group that they should continue to serve.
13.3
Under Rule 89(h) a Council Member may be removed from office by a two-thirds
majority on the basis that he / she is in material breach of the Code or otherwise.
13.4
Procedures for consideration of alleged breaches and removal from office are set
out in supplementary appendices to the Code.
Review of the Code of Conduct
The Code will be reviewed by the Council from time to time in response to any change in
the Group’s Rules and Regulations.

Members` Council 2015 Election - Co-op

Transcription

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