Special Members' Meeting 2025

Notice is hereby given that pursuant to a Board resolution dated 11 December 2024 an online Special Members' Meeting of the East of England Co-operative Society Limited will be held on Thursday 23 January at 6pm, for the purpose of considering and, if thought fit, approving the motion below as a resolution. 

Motion - Adoption of new rules
THAT the draft rules produced to the meeting as Appendix C to this Notice (and available in advance on the Society's website here) be adopted as the rules of the Society in substitution for, and to the exclusion of, the existing rules. 

Full details of the proposed rule amendments are set out within Appendix A and B to this Notice. 

A two-thirds majority of votes cast will be required to pass the motion as a resolution. 

Attendance at Society Member Meetings is open to all members. Only members who joined the Society before 23 July 2024 and who have a share account balance of at least £1 will be entitled to vote on the motion. 

Process
If the proposed rules are approved they will be submitted to the Financial Conduct Authority (FCA) in its capacity as registering authority for registered societies. The FCA will register the rules if they are satisfied that they are not contrary to legislation and meet the requirement that the Society must be a bona fide co-operative. 

In line with the existing rules, the Secretary may, at his sole discretion, accept any alterations required or suggested by the FCA without reference back to a further special meeting of the Society. 

Proposal to Reduce Board Size

The following notes are provided to assist members in understanding the proposal to reduce the Board size from 16 to 12 Directors, and the resulting rule amendments. These notes are for clarification only and do not form part of the rules and the resulting rule amendments. 

During 2024, the Board undertook a review of its governance arrangements, including Board size. The review concluded that a reduction to 12 Directors would enhance effectiveness and align with governance best practice. This change will be phased in gradually, ensuring a smooth transition, with the new structure fully in place by 2027. 

Rationale and Benefits: 

1. Improved Efficiency: A smaller Board enables more streamlined discussions and quicker decision-making, reducing duplication. 
2. Alignment with Best Practice: Societies of similar size typically operate with smaller Boards, which tend to be more cohesive and effective. 
3. Balanced Representation: A Board of 12 retains diverse perspectives while fostering collaboration and focus. 
4. Managed Transition: The phased approach safeguards consistent rotation and ensures effective succession planning. 

Additional Rule Amendments

To support this proposal, several Rule amendments are being presented, including: 

• Clarifying Officer Eligibility: Updated rules will specify the eligibility criteria for Officers standing as Directors, ensuring alignment with our governance requirements. 
• Attendance at Board Meetings: Clear guidelines will be introduced regarding the attendance of Officers at Board meetings, improving accountability. 
• Vice-President Term of Office: The Board has also take this opportunity to provide further clarity on the term of office for the Vice-President role. 

The proposed changes represent an important step in ensuring that the East of England Co-op's governance arrangements remain fit for purpose as we look to the future. By taking a proactive approach, we aim to maintain a high standard of governance and safeguard the continued success of our Society. 

Set out below in bold are the proposed changes to the current Society rules. 

73. The Board shall comprise 16 Directors, who shall be elected by members on the basis of there being a single, Society-wide constituency in accordance with election procedures approved from time to time by the Board. 

The Board of 16 will reduce in size by 1 Director at each Annual Members' Meeting from 2025 and become a Board of 12 Directors from 2027. Directors will be elected by members on the basis of there being a single, Society-wide constituency in accordance with election procedures approved from time to time by the Board. 

Note: The Board will reduce in number by 1 Director at each Annual Members' Meeting from 2025, to become a Board of 12 Directors from 2027. The Board may reduce the number of Directors sooner if casual vacancies arise during the period. 

75. Not more than two of the places on the Board shall be held by members of the Society who are employees of the Society or who have left the Society's employment within three years of the date of nomination. 

Not more than two places on the Board shall be held by members of the Society who are employees of the Society; or who have, within the two years prior to the date of nomination, left the Society's employment.  

76. None of the Officers nor the Secretary, nor their spouse, partner or any close family member, shall be eligible to serve as a Director. 

None of the Officers nor the Secretary, nor their spouse, partner or any close family member, shall be eligible to stand for nomination as a Director whilst an employee, or who have, within the two years prior to the date of nomination, left the Society's employment. 

80. Where a vacancy arises on the Board of Directors otherwise than on the completion of a term of office, at the discretion of the Board it may be filled either by an election, or by appointment of the highest polling eligible candidate at the most recent election, who is willing to serve. Any person elected to fill any casual vacancy shall complete their term of office when the Director through whose vacation of office the vacancy occurred would have completed their term of office. 

Subject to Rule 73, where a vacancy arises on the Board of Directors otherwise than on the completion of a term of office, at the discretion of the Board it may be filled. If the Board agree to fill the vacancy it may do so either by election or by appointment of the highest polling eligible candidate at the most recent election, who is willing to serve. Any person elected to fill any casual vacancy shall complete their term of office when the Director through whose vacation of office the vacancy occurred would have completed their term of office. 

90. The following provisions shall apply to the offices of President and Vice-President: 
a) No Director shall hold the office of President for a longer period than four consecutive years;

The following provisions shall apply to the offices of President and Vice-President: 
a) No Director shall hold the office of President or Vice-President of a longer period than four consecutive years (per office);

91. A person shall only be eligible to be nominated for election as a Director if they fulfil the following criteria, (and if already elected shall immediately cease to be a Director if they cease to be eligible): 
d. They have not been dismissed from the employment of the Society for a conduct related reason or resigned with a disciplinary hearing pending. 

A person shall only be eligible to be nominated for election as a Director if they fulfil the following criteria, (and if already elected shall immediately cease to be a Director if they cease to be eligible): 
d. They have not been dismissed (save for redundancy) from the employment of the Society or resigned with a disciplinary hearing pending. 

93. At least eight of the Directors, including those Persons present using Electronic Means shall form a quorum. 

At least fifty percent of the total number of seats on the Board, at the time of the meeting, shall form a quorum. 

94. The Officers shall attend every Board meeting, unless requested by the Board not to do so. 

Any officer shall attend any Board meeting at the request of the President (on behalf of the Board) and/or Chief Executive Officer. 

The draft rules to be produced to the meeting are available in advance on the Society's website at www.eastofengland.coop/our-rules or on request to the Secretary by emailing secretary@eastofengland.coop.