Non-legal guidance on key parts of the Member’s Deed

Clause 2 – Member Obligations

In this part of the Deed, we are making it clear that members should not try to stop the Community Interest Company (CIC) carrying out its stated aims, nor act in ways which are harmful to the CIC. Since the primary role of members is to support the CIC in delivering benefits to Chobham, these are reasonable obligations. We expect members to be cooperative and to communicate in constructive ways.

2.2.1  Under no circumstances participate in the removal of a Director (other than the Community Director….using the provisions of the Companies Act 2006.’

The directors have a legal responsibility to run the CIC properly. At the outset, some of three of them will be appointed by Bioregional, the charity which set up Sustaining Chobham CIC as part of its charitable mission of promoting sustainability. Two of the directors will be appointed specifically to represent the local community. Members can decide collectively to remove these community directors if they would prefer an alternative person, or are unhappy with the way they are fulfilling their responsibilities. But we need a way of ensuring that the CIC stays true to its founding mission. Clause 2.2.1 is intended to achieve that, by ensuring that the members cannot sweep out all of the Directors.

2.2.5  Report any issue or matter that is likely to have a material impact on the Business to the Community Director as soon as reasonably possible.’

It is unlikely that any member will find herself/himself in this position. But if you do learn about anything happening or being planned in the area which might impact on the CIC and its ability to fulfil its task, you are obliged to let the community director(s) know what it is.

Clause 4 – Confidentiality

Sometimes it is necessary to keep information confidential in order not to give competitors and opponents an advantage. It’s unlikely that members will come across confidential information relating to the CIC which could be used to harm it. We will always try to be open and transparent to the maximum possible extent, while doing our best to ensure that any sensitive information is kept confidential.

But in order to protect the CIC, in Clause 4 we oblige members not to divulge any kind of confidential or sensitive information or data to others, where it would be inappropriate or unhelpful to do so.