Remaining unanswered questions from Alex: 1. >> * rules that allows for more than one class of share with different risk and return profile, but the same voting rights as ordinary shares like Wessex >> rules 3 & 16 (the idea being to enable to have different "funds" people can choose to contribute too, e.g. the food fund, the energy fund, etc.) > Our view is that this is consistent with our rules - just add the classes to the list in section 1, and in section two combine them for the purposes of > voting. But again, you could copy in the relevant passages from the Wessex rules if you want to be absolutely clear. I see how your rules could accommodate this, but would I have to define e.g. food funds, energy funds etc now? I'm guessing/ hoping not? So, I simply could have two classes of shares e.g. 1) General Purpose Funds 2) Special Purpose Funds? Assuming yes, I think it'd still be nice to have some Wessex-like passages that clarify the difference. Combine the best of both :) 2. I'm assuming that legally members paying in instalments would only become full legal/ voting members once they have paid all their instalments? 3. > * 1.7 don't want to require board to obtain expert advice for each and every share issue because I can envisage a time when we'll be doing very similar ones all the time. I don't recommend that, but ok. Could you give me a worst case scenario/ more info on the specific reasons why you wouldn't recommend it so I can be sure I'm making an informed choice? :) 4. > * 2.8 Minimum two board members, no stated maximum, like the Wessex Rules 17-18 Ok. If there is no maximum, then we dispense with the whole idea of there being vacancies on the board; there will always be vacancies. OK. Could there always being vacancies end up in a disaster some how? 5. Whole rule amendments is when you are already registered with different rules and you wish to replace your entire rulebook with SCS rules. In your case, this is a registration from scratch. To keep costs as low as possible, I suggest you register using unamended rules, then immediately pass all the amendments that you want (saves about £50). How does that work? I'm somehow under the impression that rule changes need to be approved by the FSA? Where does the about £50 figure come from? 6. So, the charge will be £190, plus £50 an hour for us to draft amendments. The ones you have suggested above are simple and require little if any original drafting, but there are a lot of them... Well, now we're left with just these from amendment from above (some of which we still might not do based on your feedback and what our existing "members" have to say): * 1.5 add some Wessex-like passages that clarify the difference betweens Special Purpose Funds and General Purpose Funds (subject to whether or not we can indeed use existing rules to create broad categories like that and do not have to specify specific funds in advance of them existing - which I'm assuming we don't? Otherwise I guess it just means adding a few more passages copied from Wessex ) * 1.6.c. change maximum shareholding limit to maximum shareholding permitted by law. * 1.7 don't want to require board to obtain expert advice for each and every share issue because I can envisage a time when we'll be doing very similar ones all the time (subject to me still thinking we want this after you've told me reasons why you don't recommend it, and perhaps wise to ask my existing "members" what they think too). Hmz, thinking about it now it doesn't actually say "legal" advice so I guess just emailing people like yourself could count as obtaining "independent, expert advice before making any issue of shares", right? If so, then I don't think we need to amend this either! :) * 2.8 Minimum two board members, no stated maximum, like the Wessex Rules 17-18 (subject to whether or not you can think of a scary enough disaster scenario that could be created by there always being vacancies and what our existing "members" say) * 3.3.d change restriction on interest rates payable to members to something more flexible than fixing it at 3% above base rate, like Wessex Rule 33 "not higher than it needs to fund the activity and bearing in mind its intention to attract members who invest for a social benefit rather than financial reward" Plus ones I didn't include before but meant to... * 13.3 Change percentages? * Increase % of profits to general reserves from no less than 20% to no less than 50%? * Increase % of profits that can be distributed to user members in the form of dividends based on their contribution to the society? * Change % of profits that can be used to pay interest on the share capital of non-user members? * Increase % of interest payable to user members? * 3.4 Change percentages? * increase % of residual assets that must be transferred to common ownership or asset locked body? * allow a % of residual assets to be distributed to user members in proportion to their contribution over the past five years with any remaining residual assets being distributed to non-user members on the basis of their shareholding? I guess for all of those I just need to decide on what percentages we'd like to use. Plus the nominee one... 7. 4. do we want to have an upper limit on the amount of shares than can be withdrawn each year? e.g. "No more than 10% of total paid up capital in any calendar year". That could be very reasonable, as otherwise a big investor could cause serious damage to infrastructure by forcing a withdrawal. Yes, I think a rule like this makes a lot of sense. Otherwise those with a large shareholding could become too influential/ threaten to bring the co-op down, despite the fact its one member one vote.