This document has been made available in electronic format by the International Co-operative Alliance (ICA)
ICA Rules

June, 1997
(Source: ICA Review, Vol.90 No.3, 1997)
 

 ICA Rules
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Draft  with proposed amendments (and deletions) underlined - May 1997
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Mission Statement
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The International Co-operative Alliance is an independent, non-governmental association which unites, represents, and serves co-operatives worldwide.

Section I. Constitution
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Article 1. Name and Seat
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The name of this organisation, which was founded in London, August 1895, is the International Co-operative Alliance, ICA (Alliance Cooperative Internationale, ACI; Internationaler Genossenschaftsbund, IGB; Mezhdunarodny Kooperativny Alliance, MKA; Alianza Cooperativa Internacional, ACI).

Its registered headquarters, since 1982, is Geneva, Switzerland.

The status of the ICA is that of an association organised as a corporate body regulated by the Swiss Civil Code in Articles 60-79.

The seat of the ICA may be changed by resolution of the General Assembly.

Article 2. Objects
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The ICA, as a world-wide (replaces universal) representative of co-operative organisations of all kinds, shall have the following objects:
a)    to promote the world co-operative movement, based upon mutual self-help and democracy;
b)    to promote and protect co-operative values and principles;
c)    to facilitate the development of economic and other mutually beneficial relations between its member organisations;
d)    to promote sustainable human development and to further the economic and social progress of people, thereby contributing to international peace and security;
e)    to promote equality between men and women in all decision-making and activities within the co-operative movement.

The ICA shall not affiliate (replaces associate) itself to (replaces with) any political or religious organisation and shall maintain (such) independence in all its activities.

Article 3. Methods
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The ICA shall seek to obtain its objects:

a)   by serving as a forum for exchange of experience and as a source of information on co-operative development, research, and statistics;
b)   by providing technical assistance for co-operative development;
c)   by creating international specialised bodies in various sectors of co-operatives' economic and social activities;
d)   by collaborating with United Nations organisations, and with any other governmental and non-governmental international and national organisations which pursue aims of importance to co-operatives;
e)   by any other appropriate means.

Article 4. Official Languages
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English, French, German, Russian, and Spanish shall be the official languages of the ICA.  It shall be for the Board to decide to what extent each language shall be used.

Section II. Membership
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Article 5. Co-operative Principles
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Any association of persons, or of societies, shall be recognised as a co- operative society, provided that it has for its object the economic and social betterment of its members by means of (the exploitation of) an enterprise based on mutual aid, and that it conforms to the ICA Statement on the Co- operative Identity, as approved by the General Assembly of the ICA: (replaces Co-operative Principles, as established by the Rochdale Pioneers and as reformulated in 1966 by the 23rd Congress of the ICA:)

Definition

A co-operative is an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise.

Values

Co-operatives are based on the values of self-help, self-responsibility, democracy, equality, equity and solidarity. In the tradition of their founders, co-operative members believe in the ethical values of honesty, openness, social responsibility and caring for others.

Principles

The co-operative principles are guidelines by which co-operatives put their values into practice.

1st Principle: Voluntary and Open Membership

Co-operatives are voluntary organisations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.

2nd Principle: Democratic Member Control

Co-operatives are democratic organisations controlled by their members, who actively participate in setting their policies and making decisions.  Men and women serving as elected representatives are accountable to the membership.  In primary co-operatives members have equal voting rights (one member, one vote) and co-operatives at other levels are also organised in a democratic manner.

3rd Principle: Member Economic Participation

Members contribute equitably to, and democratically control, the capital of their co-operative.  At least part of that capital is usually the common property of the co-operative.  Members usually receive limited compensation, if any, on capital subscribed as a condition of membership.  Members allocate surpluses for any or all of the following purposes: developing their co-operative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the co-operative; and supporting other activities approved by the membership.

4th Principle: Autonomy and Independence

Co-operatives are autonomous, self-help organisations controlled by their members.  If they enter into agreements with other organisations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co-operative autonomy.

5th Principle: Education, Training and Information

Co-operatives provide education and training for their members, elected representatives, managers, and employees so they can contribute effectively to the development of their co-operatives. They inform the general public - particularly young people and opinion leaders - about the nature and benefits of co-operation.

6th Principle: Co-operation among Co-operatives

Co-operatives serve their members most effectively and strengthen the co- operative movement by working together through local, national, regional and international structures.

7th Principle: Concern for Community

Co-operatives work for the sustainable development of their communities through policies approved by their members.

Article 6. Eligibility
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Organisations which conform to the ICA Statement on the Co-operative Identity (replaces practice the Co-operative Principles) and observe the aims of ICA shall be eligible (to apply) for membership of the ICA.

The types of organisation (replaces association) eligible (to apply) for membership are the following:

a)  national unions or federations of co-operative societies;
b)  national confederations of co-operative unions;
c)  national co-operative business organisations with majority individual ownership (such as wholesale societies, banks, insurance societies...);
d)  international co-operative organisations.

As an exception, admission may also be granted to:

e)  regional federations or unions of co-operative societies (where there is no national union);
f)  co-operative societies (where there is no national or regional union);
g)  educational, research and other institutions which promote co-operatives and are affiliated to the co-operative movement.

The decision to admit to membership of the ICA lies with the Board.  In the event of the Board's rejecting an application, the organisation in question may appeal to the General Assembly.

The ICA Board may decide to admit the following types of organisations as associate members, without voting rights:

h)  candidates for membership whose co-operative nature is uncertain, but is under review by the ICA;
I)  candidates for membership which are in the process of their situation;
j)   organisations which are supporters of co-operatives;
k)  organisations which are owned or controlled by co-operatives;
l)   organisations which are members of a Specialised Body but not of ICA.

Organisations in categories (h) and (i ) shall be allowed associate membership status for a limited time duration, as decided by the Board.

Article 7. Cessation of Membership
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Membership of the ICA shall cease:

a)   by a decision of the Board following non-payment of full subscriptions for two successive years;
b)   by voluntary withdrawal, notice of which shall be given by the organisation concerned at least six months before the end of the calendar year; subscriptions for the year in which the withdrawal occurs are payable in full, regardless of the cause of withdrawal;
c)   by resolution of the General Assembly in the case of a member organisation's acting contrary to the Rules or interests of the ICA.

Article 8. Rights of Members
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Subject to the proper and timely fulfilment of their financial obligations to the ICA, member organisations shall have the right:

a)   to take part in formulating the ICA policies and work programmes at the meetings of the ICA Authorities;
b)   to receive from the ICA all appropriate services, information and assistance;
c)   to participate in any Specialised Body of the ICA in accordance with its constitution;
d)   to appoint representatives to the ICA General and Regional Assemblies, and to Congress, and to nominate candidates for election to the Board.

Article 9. Obligations of Members
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Every member organisation shall have the following obligations:
a)   to observe the aims and policy of the ICA and to conform in its activity to the ICA Statement on the Co-operative Identity (replaces Co-operative Principles) as defined in Article 5;
b)   to supply the ICA with its annual report and a complimentary copy of all its relevant publications, as well as regularly inform the ICA on significant national co-operative developments, changes in its rules and bylaws, and all actions of the public authorities which affect the co-operative movement;
c)    to pay during the first three months of the calendar year its annual subscription;
d)    to take all such actions as shall be recommended by the Authorities of the ICA in support of its policy decisions.

Section III.  Finance
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Article 10. Income
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The income of the ICA shall be derived from:

a)   subscriptions of its affiliated organisations;
b)   sales of publications and promotional items;
c)   funds provided through agreements with development agencies;
d)  donations;
e)   other sources as agreed by the General Assembly on the recommendation of the Board.

Article 11.  Subscriptions
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a)   Every member organisation shall pay an annual subscription in proportion to its economic activities and in accordance with the formula established by the General Assembly for different co-operative sectors;
b)   any co-operative organisation (replaces association) affiliated to the ICA which is not engaged in economic activities of its own shall pay its annual subscription on the basis of the aggregate business activity of its members, including primary members in the case of secondary and tertiary organisations, unless their members are themselves ICA members;
c)   on the recommendation of the Board, the General Assembly shall review the formula at least every four years to ensure adequate resources for the ICA and, if considered appropriate, shall determine the minimum and maximum levels of subscriptions;
d)   annual subscriptions shall be due and payable in the first quarter of a calendar year and, together with the appropriate supporting documentation, shall be sent to the ICA Headquarters by 31 March.  Failure to comply with this requirement shall lead to withholding a member's participation rights and other penalties as determined by the Board.
e)   any member organisation which, because of exceptional circumstances, has difficulty in paying its subscription may apply to the Director-General for leniency.  Such requests must reach the ICA Headquarters by 31 March and be accompanied by full supporting documentation.  Decisions shall be reported to the Board.

Section IV.  Governing Bodies and Congress
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Article 12. Authorities
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The Authorities of the ICA are: General Assembly, Regional Assemblies, Board, Audit and Control Committee, President, and Vice-Presidents.

Article 13. World Co-operative Congress
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A World Co-operative Congress may be convened by the ICA, with an open participation, both for members and the general co-operative public.

The time, venue, and themes (replaces agenda and procedures) for the Congress shall be decided by the General Assembly.

Article 14. General Assembly
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a)    The General Assembly, being the highest authority of the ICA, shall consist of representatives appointed by affiliated organisations for a four-year term, and one representative from each of the Specialised Organisations and Committees. The Board may establish targets for the representation of women at the General Assembly.
b)    the General Assembly, as a rule, shall meet every second year. Extraordinary meetings of the General Assembly may be convened:
 - on the decision of the Board, or
 - at the request of one-fifth of member organisations or one-fifth of the total representatives' votes in the General Assembly.
c)    all member organisations, subject to the full discharge of their financial obligations, shall be entitled to at least one representative with a vote;
d)    the number of representatives shall depend on the amount of subscriptions paid to the ICA Head Office and shall be calculated in accordance with the rules set by the General Assembly, provided no single member organisation or a group of member organisations from one country shall have more than 25 (replaces 20) representatives, excluding the President of the ICA.

Article 15. Powers of the General Assembly
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The General Assembly shall have the following powers:

a)    to formulate and implement the policy on major issues affecting the future of the ICA and the world-wide co-operative movement;
b)    to approve the work programme of the ICA;
c)    to elect the President and the Board, and the Audit and Control Committee, and to ratify the election of the Vice-Presidents;
d)    to ratify (replaces approve) the appointment or removal of the Director- General on the recommendation of the Board;
e)    to amend the ICA Rules, and Standing Orders, Policies and Procedures, by a majority of two-thirds of the votes represented;
f)    to decide on the membership subscriptions and representation formulae;
g)    to approve the ICA (delete budget,) annual audited accounts and report of the Audit and Control Committee;
h)    to confirm on behalf of the ICA all dispositions taken by the Board, or by any other regional or specialised body of the ICA, which imposes liabilities or obligations on the ICA, such as investments, borrowings, mortgages, buying and selling of real estate, as well as other agreements;
I)    to approve the establishment or dissolution of ICA Specialised Bodies on the recommendation of the Board;
j)    to decide upon the dissolution of the ICA by a majority of two-thirds of the votes represented.

All questions on which the General Assembly votes, unless specified otherwise, shall be decided by a majority of the votes cast.  In special circumstances voting may be by correspondence.

Article 16. Regional Assemblies
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In order to promote collaboration among the ICA member organisations at the regional level, and to provide a forum for discussion of regional issues, the ICA shall establish Regional Assemblies as part of its governing structure.

The geographic area of each such body shall be as follows:

Regional Assembly for Europe - open to all member organisations with a head office in Europe;

Regional Assembly for Asia and the Pacific - open to all member organisations with a head office in Asia, Australia, and the Pacific;

Regional Assembly for Africa - open to all member organisations with a head office in Africa and adjacent islands;

Regional Assembly for the Americas - open to all member organisations with a head office in North, Central and South America, and the Caribbean.

International member organisations may participate fully in other Regional Assemblies, provided they have members in those regions.

The Regional Assemblies shall, as a rule, take place every second year, alternating with the General Assembly.  They shall:

a)  implement the decisions of the General Assembly in the regions;
b)  establish the priorities for the ICA work programme in the regions;
c)  submit reports, proposals, and resolutions for the consideration of the General Assembly;
d)  elect a person to serve as ICA Vice-President, subject to ratification by the General Assembly; (replaces nominate one regional candidate each for election as an ICA Vice-President;)
e)  draw up their own business procedures and representation rules, subject to approval by the General Assembly.

ICA members from other regions may attend Regional Assembly meetings as observers upon payment of the established registration fee.

Article 17. Board
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a)  The Board shall consist of the President, four Vice-Presidents, and 15 (replaces 11) other members, elected by the General Assembly for a four-year term.  Vacancies shall be filled through election at a subsequent General Assembly. The Board may asa provisional measure co-opt a maximum of four women to the Board if, following elections at the General Assembly, the Board deems that the representation of women is inadequate.  Any such co-options must be submitted for ratification to the following  General Assembly.

b)  The Board shall meet at least once a year.  Meetings may also be called at the request of one-third of the members or by the decision of the President.  Substitutes without voting rights shall be allowed to attend the meetings only under exceptional circumstances and dependent on approval by the President.  Decisions may be taken by correspondence.

c)   The member organisations from one country shall not have more than one representative on the Board, excluding the President of the ICA.

d) No person shall be entitled to serve on the Board whose organisation has ceased affiliation with the ICA or is in arrears with its membership fee without a valid reason approved by the Board, or who has ceased to be an accredited representative of the nominating organisation--or, in the case of Vice-Presidents, of the respective Regional Assembly.

Article 18. Powers of the Board
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The Board shall have the following powers:

a)  to control the affairs of the ICA between the meetings of the General Assembly;
b)  to prepare the agenda and organise the meetings of the General Assembly;
c)   to decide on all membership applications and related issues
d)   to approve and monitor (replaces propose to the General Assembly) the ICA budget;
e)   to take decisions on investments, borrowings, mortgages, and buying and selling of real estate for confirmation by the General Assembly;
f)    to be responsible for the appointment or removal and the remuneration of the Director-General of the ICA;
g)    to receive reports from the Audit and Control Committee prior to their submission to the General Assembly;
h)    to appoint, and receive annual reports from, the Auditor of the ICA;
i)  to establish committees from among its members and others, and decide upon their terms of reference;
j)  to appoint a Board member to act in the absence of President.

Article 19. Audit and Control Committee
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The General Assembly shall elect from amongst its member representatives an Audit and Control Committee, consisting of not less than three and not more than five members.

The Audit and Control Committee shall:

a)    examine the financial management of ICA in relation to its constitutional obligations;
b)    examine the fulfilment of the financial obligations of member organisations;
c)    meet at least annually with the Auditor of the ICA;
d)    report to the General Assembly, and to the Board, on such matters as they deem appropriate.

For these purposes the Committee shall have access to all relevant ICA documents.

Article 20. President
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a)   The President is the chief representative of the ICA and shall preside over the General Assembly and Board of the ICA;
b)   The President shall provide the policy and organisational leadership of the ICA, in collaboration with the Director-General;
c)   The President shall meet once a year with the Audit and Control Committee to review the finances of the ICA;
d)   The President shall have the right to attend the meetings of the ICA Specialised Bodies.

Article 21. Vice-Presidents

a)   The Vice-Presidents shall assist and support the President, and shall serve as the link between the Regional Assemblies and the Board;

b)  The Vice-Presidents will also assist the President in the policy and organisational leadership of the ICA, together with the Director-General, and may undertake such other tasks and  responsibilities as the Board shall determine.

Section V. Administration
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Article 22. Director-General
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The Director-General is the Chief Executive Officer of the ICA, accountable to the Board, and, as such, responsible for the leadership, recruitment and efficient management of its Head Office and Regional Offices (replaces Secretariat).

The Director-General shall:

a)    be responsible for implementing the policies of the ICA Authorities and take the necessary initiatives to present to the Board and General Assembly any relevant issues affecting the co-operative movement;
b)   attend and advise the meetings of the ICA Authorities, without voting rights;
c)   prepare documentation for the meetings of the ICA Authorities;
d)   report to the Board on the use of finances, implementation of the work programme, and changes in staff;
e)   maintain close working relations with the ICA Specialised Organisations, and provide support as mutually agreed to the Specialised Committees of the ICA;
f)   maintain relations with the ICA's present and potential  members, and  submit regular reports on membership issues to the Board;
g)   designate a member of the Secretariat as second-in-command, subject to Board approval;
h)   deal with any other issues as may be required by the Board.

Article 23. Regional Offices
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In order to extend the services of the ICA Head Office, the ICA may establish Regional Offices headed by Regional Directors, appointed by and acting under the authority of the Director-General of the ICA, with responsibility for:
a)   promotion and defence of co-operative values and principles;
b)   coordination and implementation of the ICA co-operative development programme within the region;
c)   representation on request of members' policy concerns to governmental bodies and the public;
d)   organisation of the Regional Assemblies;
e)   carrying out of any other activities as may be requested by the Director- General, as approved by the Board.

These offices are to be established with the collaboration and agreed financial support of the co-operative organisations in the Regions, subject to approval of the General Assembly.

The Regional Directors shall be responsible for submitting annual programmes and budgets to the Director-General for approval and inclusion in the overall global budget of the ICA.

The Director-General shall also approve all agreements with funding agencies.

Section VI. Specialised Bodies
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Article 24. Specialised Organisations and Committees The ICA Board may establish or dissolve, and recognise or withdraw recognition from, international specialised organisations and committees in such sectors of economic and social activity of co-operatives as considered desirable.

The Specialised Bodies shall:

a)   draw up their Rules, which shall be approved by ICA Board;
b)   report regularly on their activities to the ICA Board and General Assembly;
c)   be entitled to one representative at the General Assembly, who shall have full voting rights;
d)   have the right to propose to the ICA Board themes for discussion at the meetings of the ICA Authorities;
e)  seek to establish a working collaboration with each other, where practicable and desirable;
f)  collaborate with the ICA Head Office and Regional Offices, where practicable;
g)  ensure that their regional committees are established, and operate, in conformity with policies established by the ICA Regional Assemblies.

The ICA Board may designate liaison persons in order to ensure a regular two- way flow of information between the Board and the Specialised Bodies.

The Specialised Bodies shall, in consultation with the Board, establish policies and timetables to ensure that at least half of their members are also direct members of the ICA.

The Specialised Organisations, based on sectoral membership, shall self-finance their own activities.

The Specialised Committees, based on functional or multi-purpose activities, shall receive support from the ICA, as mutually agreed.

Section VII. Special Dispositions
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Article 25. Status of the ICA in Switzerland
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As long as the Head Office of the ICA is in Switzerland it is subject to Swiss legal requirements and any legal or judicial query will be handled in Geneva, according to Swiss procedures.

Article 26. Amendments to the Rules
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Proposals to amend the Rules may only be submitted by the Board to the General Assembly, or by a special committee appointed by the General Assembly for that purpose, or by not fewer than five member organisations.

Article 27. Definitive Text of the Rules
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The definitive text of the Rules shall be that of the English language.

(In legal matters arising in Swiss Law as stated in Article 25, the French text shall be regarded as definitive.)