Stroud Housing Commons: draft partnership agreement

STROUD HOUSING COMMONS FIRST PARTNERSHIP
 –  AGREEMENT – 

Last edited: April 17, 2024

  1. Context
    1. Seeking to work together towards their joint Vision for Stroud Housing Commons, the Founding Members have formed this Stroud Housing Commons First Partnership (SHCFP), with the intention of;
      1. Managing the property at 167 Horns Road, Stroud GL5 1EE (the House) as a rental property.
      2. Issuing pre-paid Rent Credits (RCO)  in agreed number to the registered owners (the Owners) of the House, who are Founding Members (Founders) of this Partnership,  in return for the right to manage and let the House, there being no formal lease or tenancy involved between them and this Partnership.
      3. Maintaining a Register of holders of RCO, facilitating assignations of such RCO between Members, and providing reasonable access to Members, on demand, to the Register.
      4. Admitting new Members by agreement.
      5. Seeking to develop, over time, a successor organisation to this Partnership, to which all assets will be passed, and to which Members of this Partnership will have defined rights of access to Membership.
      6. Working towards achieving conditions as agreed with the Owners for transfer of the registered ownership of the House to the Partnership
      7. Working always towards a fuller development of the consented Vision for Stroud Housing Commons, in line with the consented Direction and Ethics.
  2. Scope
    1. This Partnership Agreement of the SHCFP (the Agreement) sets out:
      1. Status of the Direction, Vision and Ethics.
      2. Conditions, rights and responsibilities of defined Membership Categories.
      3. Operation of the RCO system.
      4. Governance of SHCFP, Stewardship and Policy decisions.
      5. Aspects governed through consented Policies.
  3. Direction, Vision, Ethics
    To be finalised
  4. Membership – Conditions
    1. Membership is by consent of existing Members (as defined in Policy xx).
    2. Members agree to abide by the terms of this Agreement in good faith. Failure to satisfy the terms, and the spirit, of the Membership Agreement may result in a decision by the Members as a body to sanction a Member – curtailing rights and responsibilities (as defined in Policy xx).
  5. Membership – Categories
    1. There are four Member Categories:
      1. Stewards: for those involved in the management, maintenance and development of the assets of SHCFP
      2. Tenants: for tenants of SHCFP properties
      3. Investors: for holders of RCO
      4. Commons Safeguarder: a single Member instance with a specific governance role. This member cannot be an individual, but must be a constituted organisation with a minimum of 3 members.
    2. Members may exercise rights and have responsibilities accruing to one or more of the Steward, Tenant, Investor categories at the same time.
    3. Individual members of the Commons Safeguarder cannot be involved in Steward activities, be a Tenant of an SHCFP property, or hold RCO (even through a proxy). The Commons Safeguarder Member may only exercise the rights and take the responsibilities of the Commons Safeguarder Category.
  6. Membership – Rights and Responsibilities
    1. All Categories
      1. Rights:
        1. Participate in SHCFP governance according to each relevant Category (as defined in Policy xx)
        2. Inspect the SHCFP RCO Register.
        3. Inspect SHCFP financial records
        4. In the context of the SHCFP, take any desired action not inconsistent with the furtherance of the consented Vision, with regard to the consented Direction and Ethics.
      2. Responsibilities:
        1. Have regard to the Conditions of Membership (4a, 4b)
        2. In the context of the SHCFP, always as practical, take such action as seems required for the furtherance of the consented Vision, with regard to the consented Direction and Ethics.
        3. Bring to the attention of other Members and/or the Commons Safeguarder any concerns about the correctness, in terms of 6.a.ii.2, of any action – intended or observed -, in order that appropriate Governance procedures can be engaged (Policy xx).
        4. As a body: ensure that there is always an agreed Direction, Vision , Ethics statement in place. Policy and Agreement changes may not otherwise be made.
        5. As a body: ensure that there is always a willing Commons Safeguarder member. Policy and Agreement changes may not be made if there is no such Member.
        6. Work together, as agreed, to develop and consent to the formation of a successor organisation, which will take on the assets of the partnership and be the next stage organisation of SHC.
    2. Specific to Stewards
      1. Rights:
        1. Receive compensation for work (as defined in Policy xx)
        2. Work under agreed conditions (as defined in Policy xx)
      2. Responsibilities:
        1. Work to ensure good management of the SHCFP estate (as defined in Policy xx)
        2. Manage the systems and operations of SHCFP
  1. Specific to Tenants
    1. Rights:
      1. Secure tenancy of an SHCFP property (as defined in Policy xx)
      2. Experience good management of the SHCFP estate (as defined in Policy xx)
      3. To tender one or more RCO in lieu of legal tender in respect of rent (in accordance with Policy xx)
    2. Responsibilities:
      1. Pay rents due in a timely manner (as defined in Policy xx), and by acceptable means (as defined in Policy xx)
      2. Take reasonable action to maintain the tenanted property and the wider SHCFP estate (as defined in Policy xx)
  2. Specific to Investors
    1. Rights:
      1. To assign the benefits of one or more RCO to another Member (in accordance with Policy xx)
    2. Responsibilities:
      1. To inform SHCFP of any assignations of RCO benefits so that they may be recorded in the Register (in accordance with Policy xx)
      2. Not to enter into engagements to assign RCO benefits to non-Members (in accordance with Policy xx)
  3. Commons Safeguarder
    1. Rights:
      1. To receive agreed fees in respect of Responsibilities (in accordance with Policy xx)
      2. To be informed of proposed changes to this Agreement (in accordance with Policy xx)
      3. To require to be reversed any change to Policy which the Member considers prejudicial to the development of SHCFP according to its consented Vision, Direction, Ethics, or in light of the provisions of this Agreement (in accordance with Policy xx)
      4. To veto any proposed change to this agreement which the Member considers prejudicial to the development of SHCFP according to its consented Vision, Direction, Ethics, or in light of the provisions of this Agreement  (in accordance with Policy xx)
    2. Responsibilities:
      1. To consider information delivered (6.e.i.2) in a timely manner  (in accordance with Policy xx).
      2. To make any decisions in regard to information delivered (6.e.i.2) in a timely manner  (in accordance with Policy xx).
      3. To deliver reasoned opinions about any Policy reversal (6.e.i.3) or Agreement change veto issued  (6.e.i.4) (in accordance with Policy xx)
      4. To consider reasoned appeals in regards of any Policy reversal (6.e.i.3) or Agreement change veto issued  (6.e.i.4), and provide reasoned decisions in a timely manner (in accordance with Policy xx) 
      5. To provide Arbitration and Dispute resolution services in the case of disputes arising between Members.
      6. To respond in a timely manner to any representations from Members as to relevant issues.
      7. To take forward Annual and Emergency General Meeting (AGM & EGM) arrangements as required (in accordance with Policy xx).
  1. Membership – Status
    1. Two Member status conditions are recognised for the Steward, Tenant and Investor categories of Member:
      1. Member in Good Standing: the default condition; all rights and responsibilities apply.
      2. Member in Default: a member agreed by the general Membership to be in Default of the terms of this Agreement  (in accordance with Policy xx) will have their Rights and Responsibilities modified  (in accordance with Policy xx).
    2. All relevant rights and responsibilities always apply to the Commons Safeguarder member (6.e). 
  2. Governance
    1.  SHCFP decision making is democratic. 
    2. All Steward, Tenant and Investor members have active governance rights
    3. The Commons Safeguarder member has only the governance rights set out in (6.e).
    4. General decision making takes place according to the procedures laid down in Policy xx.
    5. Annual General Meetings and Emergency General Meetings are the responsibility of the Commons Safeguarder member  (in accordance with Policy xx)
  3. Policies
    1. Members agree to respect SHCFP Policies as published from time to time,  and act in accordance with them.
  4. Dispute Resolution and Arbitration 
    1. In the case of issues between Members, Members agree:
      1. To request help from other Members, in the first instance.
      2. To request, participate in, and accept the decisions of the Commons Safeguarder member as the final arbiter.
  5.  Powers
    1. SHCFP may choose to:
      1. Open and operate one or more bank accounts in the name of SHCFP
      2. Contract with external suppliers as necessary in service of the furtherance of the Direction and Vision of SHCFP and the implementation of this Agreement, associated Policies and governance decisions of Members.
    2. SHCFP will not:
      1. Take on financial debt in the name of SHCFP (for avoidance of doubt; this does not preclude exclude the issuance of RCO)
      2. Sign leases in the name of SHCFP
      3. Acquire fixed assets not essential to the operation of SHCFP
      4. Take on employees
      5. Take on ownership of the House, or take on a second property – if one or both of these are desirable, a successor organisation must be set up.
  6. Termination 
    1. Should the Members decide, or be forced to terminate the SHCFP, these options will be considered, in order; the first applicable being implemented;
      1. Managed transition of all assets, goodwill, and information to a designated successor organisation pursuing a developed version of the consented Vision, Direction, and Ethics of the SHCFP.
      2. Transfer of all assets, goodwill, and information to Amrit Sachar and Dave Darby, as owners of the House.
  7. Assignation
    1. Membership of SHCFP is not assignable or transferable.
  8. Defined Terms – to be completed
  1. Policies
    1. Membership Policies
      1. Admission
      2. Sanctions
      3. Governance participation
    2. Work for SHCFP
      1. Compensation
      2. Conditions
      3. Fees
    3. SHCFP estate
      1. Good Management
      2. Tenancy
        1. Rents
        2. Responsibilities
    4. RCO
      1. Conditions
        1. Issue
        2. Redemption
      2. Register
        1. Records
        2. Transfers
    5. Governance
      1. Commons Safeguarder
        1. Communications
        2. Decisions
          1. Policy
          2. Agreement
          3. Appeals
          4. Arbitration & Dispute resolution
        3. AGM / EGM
          1. Conditions
          2. Arrangements

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