2.2.7.1 Compliance with the Standard Mark - Different member constituencies, voting rights and representation (weighted voting)
The compliance of these innovations with the Standard Mark is to be judged by Licensed Community Shares Assessors on the basis of the above principles and the core Standard Mark principles of clarity, openness and transparency.
Considerations must be made when assessing the share offer document, application form and model rules and the following should be verified:
- Different constituencies of membership must be explained so prospective investors have clarity on their own membership, respective voting rights, representations etc.
- The governing document must be clear on how each member type is being defined, e.g. what constitutes ‘local member’,
- For a co-operative society, the governing document must be clear on how non-user members would be treated if the society decides to use weighted voting.
- For a co-operative society, the governing document must be clear on how decisions are made about the allocation of surplus into i) dividends and ii) share capital interest.
- If applicable, rationale for any provision for an ‘anchor’ share or equivalent and the impact on the society’s objects, purpose and governance is fully explained;
- The share offer document and application form are consistent with the society’s rules.
For clarity, the areas of the assessment framework where this should be captured include:
| Share Offer Document |
A.1.3 Provides basic information about the type of society, governance, voting rights, asset lock, member eligibility, terms and conditions applying to shares . A.5.2 Correctly describes any other provisions relating to the purchase of shares, such as age restrictions, corporate membership, joint membership and nomination rights |
| Application Form |
B.3. If any special arrangements (joint ownership, nomination on death, shares as gifts, corporate membership applications etc) are promoted they are clearly explained either, on the application form, or in the offer document Ensuring the application form provides for distinguishing categories of members at the point of application (e.g. through a tick box/postcode verification etc.) |
| Model Rules |
C.1.2. Membership categories C.1.3 Membership criteria (including age restrictions) C.1.7. Composition of management committee (including member representation) |