On 3rd May 2025 at 3pm we held a General Meeting to discuss and vote on four Resolutions (results below) proposed by members. After the meeting we had a further update from the board.
Questions
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Agenda
The purpose of the meeting is to vote on the following ordinary resolutions:
Resolution 1 – Passed
The board will request the Managing Person to provide a set of audited accounts or the latest management accounts if audited accounts are not available covering the period from 1 June 2024 to present day including identification of the bank accounts holding the society’s share capital funds within 10 business days of this meeting to the society’s members.
Additional context from the Board:
We have requested our accounts from the Administrator, in lieu of the Managing Person, but have not yet received these.
We recommend that you vote in favour of this resolution to provide us with a further mandate to secure the accounts.
Resolution 2 – Passed
The board will provide an opinion at the meeting that the conditions under section 14 Insufficient Capital of the customer agreement have been met. Specifically that “Society fails to raise sufficient funds to purchase and/or develop the Project by the Cut-Off Date”. If it is unable, it must explain why.
Note: Whitelaw Brae was identified as the windfarm that the share capital would be used to purchase (Share Offer page 2).
We believe that the purchase of Whitelaw Brae Farm Ltd by Thrive announced on 19th December and the subsequent absence of an agreement with Thrive for partial ownership of Whitelaw Brae indicates that the society has failed to raise the funds to purchase and/or develop the project.
Therefore, per the customer agreement section 14.1 c, each member is entitled to a full refund of the ‘joining fee’ as defined in the Customer Agreement or such sum paid pursuant to clause 9.4. Per 14.1c, the managing person will manage the refunds within 20 business days of this termination.
Additional context from the Board:
The Board are exploring the implications of triggering this particular clause noting that the Managing Person is in administration and that the Coop does not currently have access to its own funds. In particular, we will want to ensure that triggering this clause does not lead to the insolvency of the Coop.
However, we recommend you vote in favour of this motion as an indication that you are content for the Board to take this course of action at the appropriate time.
Resolution 3 – Rejected
Due to the resignation of Robert Sauven as the Society’s chair and possible vacation of director, the society will hold an election for a director per 42.1d of the rules of the society.
Additional context from the Board:
Since this resolution was received, the Board has coopted three further directors (a total of four) and selected a Chair from within their number in accordance with the Society Rules. Please note that, in any case, it will not be possible to implement both resolutions 3 and 4 as this will exceed the maximum number of directors allowed under the rules.
We recommend that you vote against this resolution. The Board is now large enough to be able to operate within the Rules, and holding an ad-hoc election would cause significant workload for our volunteers at a time when our focus is on securing our members’ funds. We will hold elections to the Board in line with our normal cycle – i.e. via an AGM to take place later this year at which time all places on the board will be due for election.
Resolution 4 – Rejected
The members of the society shall elect an additional 2 directors increasing the number of directors to 5 per 30.1 of the rules of the society.
Additional context from the Board:
Since this resolution was received, the Board has coopted three further directors (a total of four) and selected a Chair from within their number in accordance with the Society Rules. Please note that, in any case, it will not be possible to implement both resolutions 3 and 4 as this will exceed the maximum number of directors allowed under the rules.
We recommend that you vote against this resolution. The Board is now large enough to be able to operate within the Rules, and holding an ad-hoc election would cause significant workload for our volunteers at a time when our focus is on securing our members’ funds. We will hold elections to the Board in line with our normal cycle – i.e. via an AGM to take place later this year at which time all places on the board will be due for election.