Nuts and Bolts - How To Start A Food Co-Op
Nuts and Bolts - How To Start A Food Co-Op
Nuts and Bolts - How To Start A Food Co-Op
BOLTS
How to Start a Food Co-op
by AMY COYLE
the conservative
co-operative
movement
© Amy Coyle 2007
IMPortANt NotICe
As the reader will discover, co-ops are weird and wonderful things. I am a mad
enthusiast for co-ops, but—I want to stress—not a great expert on them. is is not a
technical manual, but a ground-level how-to guide designed to get more people as
excited by and interested in them as I am.
Crucially, this short book is absolutely not a replacement for expert advice. ere are lots
of important issues that we only touch on here, and others that are not discussed at all,
such as those concerning VAt and data protection. In practice these are not as
frightening as they look on the page. But they need to be addressed.
is guide is meant to explain a bit and, hopefully, inspire a lot. ere are so many
examples of successful co-ops, here in Britain and around the world. But none of them
has done it alone. Whether it be via private professionals or through national
organizations such as Co-operativesUK or VirSA, the would-be co-op entrepreneur
should seek professional guidance and, in particular, legal advice.
CHAPTERS
1. So You Want to Start A Co-op 8
2. What Is A Food Co-op? 10
3. e Co-op: A British Invention 14
4. Co-operative Principles 20
5. Co-ops In Action 23
6. G-r-o-W-I-N-G: Seven Steps to Success 28
7. How Not to Fail 56
8. Final oughts 60
APPENDICES
1. National Co-op organisations 80
2. UK Food Co-op and related organisations 82
Good luck!
Since 1973 the Park Slope Co-op has been providing Brooklyn and
beyond with quality food and products while serving as a community
centre and meeting place for its member-owners: people who believe
in the responsibility, value and rewards of collective labor, action and
ownership. By taking consumer control away from corporations and
Historically, co-ops have often been formed in the face of great economic hardship.
In the mid-1930s in Hanover, New Hampshire times were very hard due to the
Great Depression. Families struggled to make ends meet and fresh fruit and
vegetables were either of poor quality or expensive luxuries. In 1935, 17 residents
of this small and remote community gathered in the local school to discuss the
idea of starting a consumer co-op. e co-op would help them reduce their
grocery costs and would enable them to purchase products that were otherwise
unavailable. In January 1936 the group formally established the Hanover
Consumers’ Club and started buying fresh citrus fruit directly from Florida. Any
savings were shared among all group members. Before long, the group also nego-
tiated discounts for members on bread, wine, canned vegetables, petrol and fuel
oil. e group continued to grow and within a year had to move into a retail loca-
tion. Its first year sales were $11,400. today the Hanover Co-op operates two
supermarkets, a full-service petrol station, and a general store. It employs over
300 people and serves 20,000 member households (with 31,000 individual
members). In 2001, total sales reached more than $42 million.
DEFINITION
A co-operative is an autonomous associa-
tion of persons united voluntarily to meet
their common economic, social, and
cultural needs and aspira-
tions through a
jointly-owned and
democratically-
controlled enterprise.
PRINCIPLES
e co-operative principles are guidelines by which co-operatives put
their values into practice.
When you consider that these seven core principles are the founda-
tion of every single consumer co-op from France to Finland, Nepal to
the Netherlands you realise what we meant earlier by saying that a
co-op isn’t just a shop but a way of life. It is the common creed world-
wide that all co-ops share a fundamental respect for human beings
and that they can improve themselves economically and socially
through mutual help. Because belief in these ideals of equality and
fairness are universal, the rochdale Principles bridge differences in
language, in culture, in politics, in class and in race, making them
welcome across the globe.
RESEARCH. research your market. What are you getting into? Who are your
customers and what do they want to buy? How much will they pay? Who is already
in the market and who are your competition? Decide on a steering committee and
prepare a feasibility study. review your research. report on the findings of the
feasibility study and share with outside advisers.
ORGANISE. organise and develop your group. Hold meetings and prepare
materials describing a co-op and what it does. Bring in potential members and
establish membership policy—what exactly do you want in seed funding, time and
sweat equity from members?
WORK IT OUT. Work out your legal structure. You may well find that adopting
standard model rules for an Industrial and Provident Society is the simplest and
most logical way to approach this. Begin seed fundraising through a drive with
members. Prepare a detailed business plan and research financing options. talk
to a bank about a possible relationship. Consider possible sites for the co-op.
IDENTIFY. Identify and secure outside financing sources and terms. Close on
the right site for your co-op and negotiate the lease.
NUTS AND BOLTS: Hire managers, decide product range, finalise shop layout,
locate fixtures and fittings, and establish accounts with suppliers. Set up shop.
GRAND OPENING!
Discuss among the core group how they believe a co-op could
how they are organised and how they are run. each of the core
members must study this information carefully so that everyone
has a firm idea of what lies ahead. It is important to manage
everyone’s expectations so this must include the bad news as
well as the good—what are the common misconceptions held
by the public as well as the members of the committee? It is
essential for your success that everyone on board has a realistic
project. explain how the co-op might work and what membership
sations and people), private and public, that you and your group
could tap into to provide support at various stages of the process
How much will the lease cost you? What are the rates? Is the
local Council supportive of retailers? How would its officers
Visit other food organisations in your area (or if they are far away,
buying food online, and if so what and from whom?
contact them by phone) and see if they are able to offer any help
to your group. See if there are any that could offer a mutually
beneficial relationship with your group ( for example between a
dairy and your food co-op). Ask who their suppliers are and what
ensure that there are sufficient sources of supply for the co-op. It
terms they work on.
goes without saying that you’ll need to ensure several good local
Common Pitfalls:
Don’t get your heart set on a retail space at this early point. to make
a commitment on a long-term lease you will have to be much
further down the road. You are not ready for that pressure yet, no
matter how perfect the location is!
Ask Yourself:
Do you genuinely understand what a co-op is, and what running one
will entail? Do you have realistic expectations? Will a co-op meet
your group’s and your community’s needs? Do you have enough infor-
mation to take the proposal of a co-op to your community with
confidence?
in clear terms exactly what a co-op is and how it would better the
community. What is the community in need of, and how could a
co-op meet that need? Distribute one or two simple handouts
explaining how co-ops work and include the names and contact
details for people on the steering committee. encourage them to
the group. ey could include a local food producer who is inter-
ested in working with a co-op, an elected official who will support
the idea politically, a business leader who can offer financial
support or someone from a successful co-op who can show them
that it can work and be wonderful for them. It is good to have a
visible show of support in the effort to gain the trust and respect
and won’t solve the world’s problems. Make sure group expecta-
Common Pitfalls:
Don’t be shy about asking your potential members to consider a
financial contribution at this point. You will need to generate some
capital in order to fund your survey and your feasibility study. Also,
by asking people to put their money where their mouths are you will
be able to get a more accurate picture of the true level of their
commitment to the project. Inevitably, some people will be all hat
and no cattle, as they say; others may over-estimate their ability to
help; others may find their priorities change.
Some groups ask for a contribution of say, £50, promising to return
most of it (perhaps £40) if the feasibility study shows the co-op will not
be successful. But it is more practical to make this contribution non-
returnable (unless the feasibility study is completed very quickly and
has a negative outcome). ere will be some modest expenses during
the early days and it is not unreasonable to ask people who are inter-
ested in the co-op to contribute towards those costs.
over the years many people have noted a decline in the quality of village life in
Great Britain. Cost pressures have closed many village schools. Country churches
have found it hard to maintain their congregations. out-of-town supermarkets
and shopping malls have put huge pressure on village shops and high streets. Most
recently, a new programme of closing village Post offices has begun.
Blockley in Gloustershire is one such, apparently moving inexorably from a
bustling village to one facing the closure of its Post office and general store.
except the Post office and shop aren’t closing. rather than simply allow their
village to become another casualty of modern mega-stores, concerned residents
got together, have got organized, and got involved. e result is that they have
moved very quickly from outrage at the threat to their Post office to setting a
precise date for their opening day—the May Day Bank Holiday 2008.
Members of the Parish Council formed the “Blockley Save our Shop Committee”.
eir stated purpose was to establish a plan for a community-owned combined
general store/coffee shop/Post office in their village. ey spent 18 months organ-
izing; outlining a detailed business plan prepared with input from a number of
professional retail consultants, estimating a budget, locating an appropriate site,
identifying grants and loans for which their project would be eligible, and then finally
approaching their community with a well-organized long-term plan for their shop,
asking them to become members with a very affordable £10 membership fee.
In due course the Committee became the Blockley Co-operative Association.
ey identified that they would need £70,000 in start-up costs. ey are looking to
the Village retail Services Association (VirSA) for a grant of £20,000 and a loan of
a further £20,000. But this still leaves the Association to raise the remaining £30,000
from their community. Beyond the membership subscriptions at £10 per person,
they are also soliciting “gifts” (donations of money which will not be re-paid as a
loan would be) from residents. With over 220 members, and several generous gifts
now committed, they have already raised £20,000—and are well on their way
towards meeting their goal of their minimum funding target and their opening
date.
e Detail:
As in the Blockley example, set a realistic goal for target membership
levels based on how much money you need to raise and by what time:
Determine how much the co-op will need to raise via member
gifts and loans. Solicit as much as possible in the form of gifts
and then with respect to loans, set limits as to the minimum and
maximum size of the loans, and agree whether loan stock can be
issued in exchange for such loans, and if so how. Set fair terms
be sure it complies with all relevant laws and won’t generate any
problems for the co-op in future.
Common Pitfalls:
A co-op is only as strong as its membership. Be sure to think very
carefully not only about what has worked for other co-ops but also
what you think will work specifically for your co-op. ere are many
ways that co-ops can be organised, and a successful co-op is one
which will tailor its structure to its members’ needs. Choose your
words carefully. Don’t promise “lifetime membership” in case the co-
op has to change its rules in the future. Members may prefer to think
in terms of making “an investment” rather than “paying a fee”. Be
sensitive to the promises your words are making, not just to manage
expectations, but also because they may have legal repercussions.
Ask Yourself:
Is there sufficient membership commitment to get the co-op off the
ground? Can you get enough start-up money from your founding
You have now done the initial research, and started to line up the
money that the co-op will need to get started. It is time to present
the findings of the Steering Committee to the members and decide if
the answers to the questions posed are satisfactory enough to
proceed with the project to the next stage.
ere is no doubt that the findings will be a mixed bag (unless you
are very lucky!). Some matters will be very straightforward, others
will present problems and others will be real setbacks. But if the sum
total of all of the reports is positive, put it to the members in a vote.
Do they, the membership, with the full knowledge of the reports (the
good, the bad and the flat-out ugly), want to proceed?
If the vote is “no” your task is simple. You wind things up, return
any money left over to the founder members; or, better yet, first take
yourselves down to the pub for a consolatory pint. If, on the other
hand, the vote is “yes”, it is time to get down to the hard detail of
opening a food co-op (although you still might want to have that
pint—there is a lot of work ahead). Now you must hold a series of
meetings in order to clear the legal hurdles: the members must vote
to form the co-op, and vote to adopt a suitable memorandum and
articles of association or rules. And of course, before the members
can vote to do this, the relevant documents have to be drafted and
reviewed. We cannot stress enough the importance of good legal
e Detail:
method you can think of to get the word out about the co-op and
the company formation meeting to the people you can’t reach
through your member contacts.
to prepare basic rules that spell out who will be members, how
much capital members must contribute, what the decision-
making body is and how it will be selected, how decisions will be
made, and how these rules can be changed if they no longer suit
the needs of the co-op. If the group has decided to incorporate,
these rules will be included in the co-op’s memorandum and arti-
cles of association or rules, depending on the corporate legal
Common Pitfalls:
e worst mistake you could make at this juncture would be to try to
draft your own legal documents without properly qualified legal
supervision and review. If you cannot find pro bono help then spend
the money to get it done properly. e documents really must be
reviewed by a solicitor, as much for the protection of the co-op and its
members as anything else. ey not only need to be clear and fair,
but they need to be realistic.
Ask Yourself:
other things to consider carefully are: Who will make up the Board
of Directors? How regularly should those members be re-elected?
How will elections be run? What is the quorum for meetings of the
board and membership? Most co-ops think it is wise to allow for the
e Detail:
Preparing a Business Plan
A business plan should cover all aspects of the co-op’s expected oper-
ations: who is involved, who the customers are, what the co-op will
sell, how it will operate, how it will be capitalised, and what the cost
of operation will be. e plan should include a market study that
explains and stands behind its financial projections.
A business plan needs to focus on every key facet of the co-op’s
potential business and operations. So it will usually include the
following:
Main text
minutes
underlying assumptions
Customer analysis: who are they, where do they shop now, what
suppliers, historic and anticipated growth
they look for in a food shop, why they will come to you
differs from the competition, why it is superior
Implementation plan: suppliers, partners, stocking/merchan-
dising, sales model, pricing policy, store location
Sales and marketing plan: cover at least the first year after
launch, showing expected sales by product and segment and
including prices, costs, overhead, margins and returns. Look at
other shops and make realistic assessments based on actual
knowledge of your team or others, not guesses or purely mathe-
matical projections
Legal: nature of corporate entity, with details of key executives,
board or steering committee members; licences, health and
safety, permissions needed
Funding: capital contributions and structure, sources and uses
of cash, summary financial projections, scenarios showing the
financial effects of over and under-performance
capital, gifts, public sector grants, loan stock and finally formal
dation. Calculate how much money this will raise for the co-op.
Be realistic. remember that most new businesses that fail simply
Have just one or two duly authorised people conduct all negotia-
business.
of your capital base. Find out what potential suppliers can offer
your group in terms of credit terms, special help with operating
Make sure that the business plan projections show the co-op’s
orders, and technical assistance.
First you had a mission. Next you had members. en you had
money. Now, finally, it is time to build your co-op. Not the legal
entity but the physical shop itself.
is is the part that many people fantasise about: What will the
place look like? What are you going to call it? of course the aesthetic
elements are important—indeed in retail they are normally very
important. But there are loads of other practical decisions to make.
You must hire the necessary staff ( for example, the manager), acquire
the fixtures and equipment, finalise the shop’s layout, establish
accounts with suppliers and finally set up the shop itself. ese
considerations will depend on the make-up of your particular co-op.
If you are going to have a café, for example, or a deli counter, you will
have different equipment needs to those of a co-op that does not need
to cater for fresh, unpacked food. e Village retail Services Associ-
ation (VirSA) website offers a free Staff Handbook. reading this
handbook will give you a good idea of what you will need to ask of
your staff, both voluntary and paid.
e Detail:
Your business plan should be your guide on what to do at this stage.
one of the most important decisions made at this stage will be whom
you hire to be the co-op’s manager.
remember that the right manager for a start-up may not be the
standards.
once the manager is hired, the role of the Board of Directors will
would handle a theoretical situation.
You’ve made it! It’s time to open the doors. Don’t forget to publicise
the co-op’s early accomplishments to help create a positive image of
the new shop in the community. Advertise your opening, and make
it a party. Consider special offers and anything else you feel you can
afford. e first few weeks are important because you need to get
people in the door and shopping while they are still interested to try
something new.
Co-ops are about good food, but they are also about good feelings.
Be warm and friendly and make sure your team members are helpful
and welcoming. to succeed, the co-op has to be different from the
mega-stores. Let’s face it, they’ll get more variety at the corporate
supermarkets. But will they get the same positive shopping experi-
ence? Will they get the local produce? You can’t just sell the food,
you have to sell the idea of the co-op—every day, with every sale. at
is how you will keep members, and how you will get new ones.
Most shops have, in effect, two openings. e first is called a “soft
opening” and is when you begin operations. It allows you to test your
systems and operations thoroughly, generally with the most forgiving
audience—your committed members. After a few weeks, once most
of the obvious bugs have been worked out of the system, you can
throw a big, heavily publicised grand opening. It is critical at this
stage that good communication is maintained between the manager
10 TOP TIPS
Good Luck!
Choose a time and location that will be convenient for as many people as
Before the Meeting: Be Prepared
possible. If your group has a large number of young parents in it, don’t set a
meeting for tea time. If your group has a large number of working people in it,
don’t set a meeting in the middle of a workday. Don’t choose a pub (remember
what Dr William King said!). Try a community or town hall, if you can get
access. You are unlikely to get every person, every time, but by being judicious
you can increase the odds of the getting the greatest number of people in the
room. You also demonstrate to your members that you know who they are,
Publicise the event widely. Make sure that the date, time and location are well
and respect their time.
known. Put up posters and signs in shops where you think potential co-op
members might go. Try to get a press release into the local paper. List a
contact person on your advertisements and encourage word-of-mouth
management skills.
Prepare a written agenda for the meeting and distribute it well ahead of the
meeting.
Assign times for each agenda item. Make sure the meeting’s goals are realistic
for the time allotted. As a general rule, meetings should be kept to less than
two hours.
Make sure that the meeting is friendly and welcoming. Serve refreshments and
At the Meeting: Build Trust
greet people with a smile. Ask everyone attending to sign in with their name
Never forget that people are giving up their precious free time to be there.
and contact details (this will be the first database of interest your group has!).
Hand out copies of the agenda to everyone present. Ask whether anyone
Respect their time by starting, and ending, the meeting as scheduled.
wants to add anything to the agenda, and if so, then ask for group approval
Review the purpose or goals of the meeting and if applicable, ask the partici-
Make sure that someone is taking minutes documenting where and when the
pants to introduce themselves.
meeting took place, the agenda discussed, what issues are being decided and
Allow the chosen facilitator to run the meeting in an effective, productive and
what issues are being debated.
inclusive way.
Make sure the agenda has been agreed at the beginning of the meeting.
At the Meeting: Preventing Bad Behaviour
Set ground rules of behaviour at the very first meeting (e.g. no interruptions,
If someone’s comments wander away from the subject, gently remind him or
time limits, everyone having a chance to participate.)
her of the goals of the meeting (e.g. “at is an interesting point, but today we
Keep the discussion on topic but also encourage people to discuss their views.
Call attention to disagreements. When handled openly, differing opinions can bring
fresh solutions. Encourage people to speak for themselves and to be specific. Make
certain that one or two vocal characters do not dominate the meeting. When
possible, ask the quieter members to contribute their view on a subject.
Allow disagreement but never personal attack.
If the meeting is running over time, decide with the group how to proceed,
either by extending for a specific amount of time or by rescheduling some
agenda items to the next meeting.
Conclude the meeting with a brief, positive summary of everything that was
achieved in the meeting.
Schedule the next meeting and remind everyone of that time, date and venue
and end the meeting on time.
Explore options for outside financing and pursue early discussions with
If initial research shows that a co-op is feasible, oversee business plan prepara-
Handle public relations, including inquiries from the media and publicity
tion
Types of Capital
In business, there are essentially two kinds of capital: equity (money invested by
the shareholders of a company or members of a co-op) and debt (money
borrowed, mostly from outside sources such as banks). For a start-up co-op in
particular, an important third source is grant or sponsorship funding.
Where does the money come from?
Equity Finance
: Membership dues or fees
: Membership shares or investments
: Surpluses!
Debt Finance
: Outside loans (capital leases, lines of credit, commercial loans and mortgages)
: Member loans (see Nuts and Bolts Note 10 below)
Without sufficient member equity, a co-op is forced to seek its financing from
outside sources. is, however, has distinct disadvantages. Suppliers can use their
position to increase their prices, while, bank financing can be expensive and restric-
tive. ey typically charge rates of interest reflecting the risks involved, which are
high for any start-up. If, however, a co-op has a solid base of member equity, it is
better able to negotiate with suppliers as well as obtain more favourable terms from
banks and other financial institutions.
Best yet is to get as much money as possible, beyond membership capital, in
the form of grants and gifts. This money comes with no strings attached and
without the worry of repayment. It cannot be stressed enough that it is worth
spending a fair amount of time finding sources of this type of funding; wealthy
individuals or businesses who see the value of the co-op to the community ( for
Structure the costs and benefits to individual members and to the co-op so
General Tips for organizing a successful membership system
that they are advantageous for each side. e required membership invest-
ment must be great enough so that when combined with other sources of
funding it provides the money needed to make the co-op viable. Try to set the
easy to start quickly and wrong. Set things up carefully from the outset.
Make membership simple so that it is attractive and easy to explain to new
Hold down administrative costs that are passed directly to the members (e.g.
members.
Make sure the system’s organisation reflects the Rochdale Principles of fair-
fees for replacing lost cards) to a nominal level.
ness, openness and democracy. New members should acquire all rights to
membership as soon as they join, including voting rights. It is fundamental
1. Objects
The objects shall be for the benefit of the community, to sustain, provide, encourage, facilitate or resuscitate
village retail enterprises and in particular, shops, post offices, public houses and garages, including the acqui-
sition of land, construction, improvements, alteration or adapting of buildings or dwelling houses and any other
functions ancillary, supplemental or incidental to such objectives. (Obviously the immediate object is to main-
tain the village shop and re-establish the Post Office.)
2. Powers
The Association shall have power to do all things necessary or expedient for the fulfilment of its objectives
and in particular to act as managing agent, secretary or provider of services to any society, group of people,
Parish Council or other like body having similar objectives. The Association may invest its funds in securities,
bonds, mortgages, shares etc and will have power to borrow and to mortgage or charge any of its property.
3. Shares
Shares will be issued upon admission to membership of the Association. The shares will not carry any right
to interest, dividend or bonus. Each share will give the owner an equal say in the running of the Association.
The liability of each Member is limited to the share value. Each member may hold one share only.
4. Meetings
An annual meeting will be held within six months of the close of the financial year to receive the accounts
and balance sheet and the reports of the Management Committee; to deal with the election of the Manage-
ment Committee, the fixing of annual subscriptions (if any), the appointment of an auditor (if required) and
any other business. A quorum will be ten members or 10% of the members, whichever is the greater. Voting
will be by show of hands, but a secret ballot may be requested by at least two members at the meeting. At
least 12 members or 10% of the members, whichever is less, may require an extraordinary meeting.
5. Officers
The Management Committee will elect from its members such honorary officers as may be needed (e.g. Chair-
person, Vice-Chairperson and Treasurer). The Committee may appoint a Secretary of the Association upon such
terms as and such remuneration as it deems fit.
6. Management Committee
The first Management Committee will comprise the Founder Members of the Association. Thereafter,
membership of the Committee will be at least three and no more than fifteen members who are elected
at the Annual Meeting. All members of the Committee will retire annually but be eligible for re-election.
Only shareholders over the age of 18 will be eligible. Proper minutes will be kept of all proceedings and
be open to inspection by any member of the Association. A quorum will be three members present.
8. Surplus
The Association will not trade for profit. Any surplus will be applied to general reserves for the continuation
and development of the Association or to make payments for social or charitable purposes compatible with
the objects.
10. Dissolution
The Association may be dissolved only by the consent of 75% of the members. The net assets of the
Association shall not be distributed amongst the members but shall be transferred to such organisa-
tion or organisations having objects similar to compatible with those of the Association as may be
decided by the members.
11. Inspection
A complete set of the Rules is available for inspection at www.keepblockleyshop.co.uk or by request
from any member of the Management Committee.
Insolvency
e co-op is covered by the insolvency legislation so that the Directors must not allow
the co-op to trade when it cannot meet its liabilities. us, the Directors should ensure
they keep abreast of trading progress of the co-op by reviewing management reports,
monitoring key indicators of success (such as sale trends and inventory management)
and evaluating management’s overall performance.
Conflicts of Interest
It is also important that Directors avoid conflicts of interest before exercising their
powers and declare such conflicts before any discussion at board meetings takes place.
One of the Board’s most important roles is the oversight of the co-op’s management,
who are hired by and accountable to the Board. It is very important that the Board stay
focused on providing overall direction but not micro-management to those employees.
Unincorporated Association
Many clubs and societies are created through an unincorporated association and
frequently village halls are, for example, owned by such a body. However, unincorporated
associations have no legal personality and would be unattractive for a food co-operative as
there is unlimited liability for those running the association.
Trust
A non-charitable trust could likewise be created where trustees would own the assets of a
co-op and administer those assets for the benefit of members of a co-op. However, again
this would be unattractive for a food co-op as there would, likewise, be unlimited liability
for the trustee.
LEGAL STRUCTURE KEY FEATURES OWNERSHIP, GOVERNANCE IS IT A LEGAL PERSON DISTINCT FROM
AND CONSTITUTION THOSE WHO OWN AND/OR RUN IT?
UNINCORPORATED Informal structure Nobody owns an unincorpo- No, it is an unincorporated entity and,
ASSOCIATION No statutory regulation of rated association as such, has no separate legal person-
this structure; Run entirely according to ality.
Governed by own rules own rules. Those running it will have to enter
No legal personality into all contracts and hold all property
in their own name.
Unlimited liability for those running
the association who could be person-
ally liable
TRUST Set up by way of trust deed. Legal title in all assets is held No, it is an unincorporated entity and,
Deed will set out the terms of by the trustees. as such, has no separate legal person-
the trust including the Beneficial ownership of the ality.
purposes for which assets are assets is with the benefici- Trustees will have to enter into all
held and for whom. aries of the Trust. contracts and all hold property in their
Legal ownership is separated The trustees administer and own name.
from beneficial ownership. manage assets for the benefit Unlimited liability for trustees who
of the beneficiaries in accor- could be personally liable.
dance with the terms of the
trust.
COMPANY Incorporated vehicle Directors manage business on Yes; it is an incorporated entity and,
LIMITED BY Board of directors and a behalf of members. as such, has a separate legal person-
GUARANTEE membership Some governance require- ality.
Flexible and familiar vehicle. ments are imposed by statute The company itself enters into
Most commonly used corpo- but, within those restrictions, contracts and holds all assets.
rate legal structure. there is considerable flexi- Members' liability limited to amount
bility over internal rules. of the guarantee,
Liabilities of the company sit with the
company itself although directors may
be personally liable in limited circum-
stances
COMMUNITY Limited company structure As for a company limited by Yes; it is an incorporated entity and,
INTEREST specifically for social enter- guarantee above but subject as such, has a separate legal person-
COMPANY (CIC) prises to additional regulation to ality.
Secure "asset lock" and a ensure community benefits. The company itself enters into
focus on community benefit. contracts and holds all assets.
The asset lock means that all Members' liability is limited to
assets of the CIC and any amount of the guarantee or the
surpluses generated by them amount unpaid on shares.
are used for the benefit of Liabilities of the company sit with the
the community. company itself although directors may
CIC 'branded' be personally liable in limited circum-
Can be a guarantee or a stances
share company.
If a share company, can issue
dividends to investors subject
to a cap
INDUSTRIAL & Incorporated entity Board members manage on Yes; it is an incorporated entity and,
PROVIDENT For the benefit of the commu- behalf of the members. as such, has a separate legal person-
SOCIETY (IPS) nity generally i.e not its own One member / one vote irre- ality.
(COMMUNITY members spective of the size of The Society itself enters into contracts
BENEFIT SOCIETY Board members and share- shareholdings and holds all assets.
(BENCOMM)) holders. Members' liability is limited to
Common model in co-opera- amount unpaid on shareholdings.
tive and housing sector. Liabilities of the Society sit with the
Governed by the Industrial Society itself although board members
and Provident Societies Acts may be personally liable in limited
circumstances
CAN ITS ACTIVITIES BENEFIT THOSE ASSETS "LOCKED IN" FOR MEMBERSHIP FUNDING COMMENTS
WHO OWN AND/OR RUN IT? COMMUNITY BENEFIT?
Depends on own rules. The rules of the association Difficult to achieve without Unattractive for food
could provide for this but do detailed provisions in consti- co-operatives as
not necessarily have to unless tution. unlimited liability.
charitable status is being
sought.
As the trust will not charitable, then Not necessarily. Difficult to achieve without Unattractive for food
trustees can benefit from the trust. For co-operatives and social detailed provisions in consti- co-operatives as
enterprises, assets would tution. unlimited liability.
need to be locked in for
community/public benefit.
If not charitable, then yes, benefits For a food co-operative of Arrangements could be incor- Company structure
can be paid. social enterprise, assets can porated for funding by is complex for use in
only be applied in furtherance members. co-operatives
of the company's objects although registra-
(which would state that they tion is relatively
were for public benefit) straight-forward
In addition, there would be a
'non distribution' clause
ensuring that all surpluses
were reinvested into the
stated objects of the
company
Yes, but must benefit wider commu- Yes, through standard provi- CICs are designed to incorpo- Relatively untried
nity as well. sions which all CICs must rate shareholding corporate entity.
Can pay limited dividends to private include in their constitutions. arrangements which involve Could be used in co-
investors. There is a statutory cap dividends for such shares operative
on the amount of dividends payable environment
which is set by the Secretary of
State. The current maximum divi-
dend per share is 5% above the
base lending rate of the Bank of
England. The other cap is on the
amount of profits capable of distri-
bution (currently, the aggregate cap
is 35% of distributable profits).
Co-operative structure can benefit Yes . The IPS regime is adaptable Registration is more
its members whereas other IPSs in that loan stock can be time-consuming.
must primarily benefit non- issued to lenders and interest use of “model rules”
members. paid thereon. reduces cost
Asset lock applies.
Community Interest Company (“CIC”)
e CIC is a comparatively new vehicle specifically designed for use for social enter-
prises. It incorporates an ”asset lock” and a focus on community benefit. ey can be
particularly useful by allowing the CIC to be either a guarantee or share company.
e latter can be useful where, for example, private investors which to purchase
shares which can pay dividends subject to a cap set by the relevant government
department. Whilst at CIC could undoubtedly be used for a food co-op, it is rela-
tively untried as a corporate entity.
Community of interest
ere should be a common economic, social or cultural need or interest amongst all
members of the co-operative.
Control
Control of the IPS lies with all members. It is exercised by them equally and should not
be based, for example, on the amount of money each member has put into the society.
In general, the principle of “one member, one vote” should apply. Officers (i.e. Direc-
tors) of the IPS should generally be elected by the members who may also vote to
remove them from office.
Profits
If the rules of the co-op allow profits to be distributed, they must be distributed amongst
the members in line with those rules. Each member should receive an amount that
reflects the extent to which they have traded with the co-op or taken part in its business.
For example, in a retail trading society, profits might be distributed amongst members as a
dividend or bonus on purchases from or sales to the society. In other societies (for
example, social clubs) profits are not usually distributed amongst individual members but
members benefit through cheaper prices or improvements in the amenities available.
Restriction on membership
ere should normally be open membership. is should not be restricted artificially
to increase the value of the rights and interests of current members, but there may be
grounds for restricting membership in certain circumstances, which do not offend co-
operative principles.
ere are some other conditions of registration which require, for example, that
there should be at least three members and that the proposed name of the co-op must
not be “undesirable”. It is always wise to check the name with the FSA as there are
certain words ( for example with a Royal connection) which are permitted and/or for
which special permission may need to be sought.
In addition to the rules, the co-op is likely to incorporate a range of standing orders
relating to the conduct of its business, including financial regulations dealing with
issues such as cheque signing and authority to negotiate and enter into contracts
on behalf of the co-op.
MEMBER LOANS
Member loans to the co-op can provide a good source of financing at reasonable
interest rates. At the same time, they offer members a good way to financially support
the co-op while also earning a decent interest rate.
Decide what kind of loan you need. Will you be paying the capital back at the
Guidelines for a member loan programme:
end, or is there scope to pay some or all back early? Do you need to set up a
Establish a minimum loan amount that makes the paperwork and admin costs
Establish interest rates that are workable for the co-op (i.e. significantly below
to the co-op worthwhile. A suggested minimum might be £5,000;
Give members the opportunity to loan money to the co-op at various terms
commercial loan rates) but will be attractive to members;
with longer-term loans earning higher interest rates. Start-up co-ops should
avoid member loans of less than 5 years, except as “bridge” financing until
other financing can be arranged;
until after the first complete year of operation;
Keep track of loan expiration dates and set up a schedule for future loan repay-
ments. Make sure that many loans won’t all be coming due at the same time,
which can cause serious cash-flow problems;
Make it clear in member loan materials that member loans are unsecured and
that they are subordinated debt. is means that there is no collateral
securing the debt. Make it clear, in addition, that if the co-op has to repay all
its creditors, bankers and other suppliers will get paid before member lenders;
A solicitor must review all member loans materials including the brochure,
offering memorandum and promissory notes;
is appendix lists a wide range of food co-ops, farmers markets, food
farms and organic food delivery services operating up and down the
UK. Inevitably it is incomplete. If you know of other organisations
that should be added to the list, please let us know.