COCOO.UK CHARITY CONSTITUTION

CONSTITUTION OF COCOO.UK (CHARITY)

Date of constitution (last amended): 01 January 2011

Part 1: Framework and Charitable Objects

1. Name

COCOO.uk is a London-based Charity : registration number 1139020

2. Principal Office

The principal office of the CIO is in England.

3. Objects

The object is to provide relief and assistance to individuals who have suffered demonstrable harm or significant economic disadvantage as a result of anti-competitive practices, market failures, consumer rights infringements, or systemic regulatory failures, by facilitating access to information, advocating for appropriate redress mechanisms, and supporting initiatives aimed at their protection.

4. Public Benefit

The Trustees shall manage the CIO and carry out its activities in such a way as to promote its Objects for the public benefit. The Trustees must have regard to the Charity Commission’s guidance on public benefit and ensure that the CIO’s purposes remain exclusively charitable.

Part 2: Powers and Governance

5. Powers

The CIO has power to do anything which is calculated to further its Objects or is conducive or incidental to doing so. In particular, but without limitation, the CIO has power to:

(a) Raise funds and receive contributions, grants, legacies, and donations, provided that in doing so, the CIO shall not undertake any substantial permanent trading activity primarily for the purpose of raising funds, and shall comply with all relevant fundraising regulations.

(b) Establish, acquire, and oversee a trading subsidiary or subsidiaries (including The Competition & Consumer Organisation Party Limited, “COCOO Ltd”) to carry on any trade in furtherance of the CIO’s Objects, with all taxable profits of such subsidiary being paid to the CIO.

(c) Buy, take on lease or in exchange, hire or otherwise acquire, hold, maintain, alter, improve, repair, and equip any property (real or personal) for the promotion of the Objects.

(d) Sell, charge, lease, or otherwise dispose of all or any part of the property belonging to the CIO.

(e) Employ and remunerate such staff, consultants, and advisors (who shall not be Trustees of the CIO) as are considered appropriate for the proper conduct of its activities.

(f) Co-operate with other charities, voluntary bodies, statutory authorities, and other organisations worldwide operating in furtherance of the Objects or similar charitable purposes, and exchange information and advice with them.

(g) Invest the funds of the CIO not immediately required for its Objects in or upon such investments, securities, or property as may be thought fit, subject to any conditions and consents required by law.

(h) Publish or procure the publication of research findings, reports, articles, books, electronic media, and other materials relevant to its Objects.

(i) Organise conferences, lectures, seminars, and training courses.

(j) Provide expert opinion, analysis, and strategic advice to public bodies, regulatory authorities, and other relevant stakeholders on matters pertaining to the Objects.

(k) Undertake research, investigations, and due diligence into matters affecting competition, investment, consumer welfare, and the public interest.

(l) Engage in mediation, conciliation, or other dispute resolution processes where appropriate to remedy harms or resolve issues aligned with the Objects.

(m) Do all such other lawful things as are incidental or conducive to the attainment of the Objects.

6. Application of Income and Property

(a) The income and property of the CIO shall be applied solely towards the promotion of the Objects.

(b) No Trustee shall receive any remuneration or other benefit in money or money’s worth from the CIO except for legitimate reimbursement of reasonable out-of-pocket expenses properly incurred when acting on behalf of the CIO; or interest at a reasonable and proper rate on money lent to the CIO; or a reasonable and proper rent or hiring fee for premises or equipment demised or let by any Trustee to the CIO. This is subject to any specific provisions allowed under charity law and with appropriate management of any conflicts of interest.

(c) No part of the income or property of the CIO shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member or Trustee of the CIO (this does not prevent a Trustee from being a beneficiary in appropriate circumstances, or from receiving remuneration as permitted by law for services provided to the CIO under a contract of employment or for services other than as a Trustee, provided specific conditions are met).

Part 3: Trustees

7. Trustees

(a) The Trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each Trustee of the CIO to exercise his or her powers and to perform his or her functions as a Trustee of the CIO in the way he or she decides, in good faith, would be most likely to further the Objects of the CIO.

(b) There shall be at least three Trustees. If the number falls below this minimum, the remaining Trustee or Trustees may act only to appoint further Trustees or to call a general meeting, but not for any other purpose.

(d) Subsequent Trustees shall be appointed by a resolution of the existing Trustees. In selecting individuals for appointment as Trustees, the Trustees must have regard to the skills, knowledge and experience needed for the effective administration of the CIO.

(e) A Trustee may not act as a Trustee if he or she is disqualified from acting as a charity trustee by virtue of section 178 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

(f) A Trustee ceases to hold office if he or she:

i. Is disqualified from acting as a Trustee by law.

ii. Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs.

iii. Resigns as a Trustee by notice to the CIO (but only if at least two Trustees will remain in office when the notice of resignation is to take effect).

iv. Is absent without the permission of the other Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.

8. Proceedings of Trustees

(a) The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.

(b) Any Trustee may call a meeting of the Trustees.

(d) Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

(e) No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made. The quorum shall be two or one-third of the total number of Trustees, whichever is the greater.

(f) A Trustee shall not be counted in the quorum present at a meeting in relation to a resolution on which he or she is not entitled to vote.

9. Conflicts of Interest and Conflicts of Loyalty

A CIO Trustee must:

(a) Declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not been previously declared; and

(b) Absent himself or herself from any discussions of the CIO Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any personal financial interest).

Any Trustee who is conflicted may not vote on any such matter and may not be counted when calculating whether a quorum of Trustees is present at the meeting.

Part 4: General Structure and Administration

10. Records and Accounts

(a) The Trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, the preparation and scrutiny of statements of account, and the preparation of annual reports and returns.

(b) The Trustees must keep proper records of all proceedings at meetings of the CIO and of its Trustees, and of any decisions made by the Trustees otherwise than in meetings.

11. Amendments to the Constitution

(a) The CIO may amend any provision contained in Part 1 of this constitution provided that no amendment may be made to clause 1 (Name), clause 3 (Objects), clause 6(c) (no profit distribution), or clause 13 (Dissolution) without the prior written consent of the Charity Commission. No amendment may be made which would have the effect of making the CIO cease to be a charity.

(b) Any amendment to this constitution shall be made by resolution of the Trustees, passed by not less than a two-thirds majority of those present and voting at a quorate meeting of the Trustees.

12. Trading Subsidiary

The CIO has the power to establish or acquire a company (a “trading subsidiary” such as COCOO Ltd) to carry on any trade in furtherance of its Objects. The CIO must ensure that:

(a) The trading subsidiary is wholly owned by the CIO.

(b) All taxable profits of the trading subsidiary are paid under Gift Aid to the CIO.

(c) The CIO exercises its controlling interest in the trading subsidiary to ensure that the subsidiary operates in a manner consistent with the Objects of the CIO and does not engage in activities that could undermine the CIO’s charitable status or public benefit.

(d) The relationship between the CIO and its trading subsidiary is clearly documented and managed to avoid undue risk to charitable assets and to ensure compliance with charity law regarding trading and investment.

13. Dissolution

(a) If the Trustees resolve that it is necessary or advisable to dissolve the CIO, they shall call a meeting of all Trustees, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given.

(b) If the proposal is confirmed by a two-thirds majority of those present and voting, the Trustees shall have power to realise any assets held by or on behalf of the CIO.

(c) Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the Objects of the CIO as the Trustees may determine; or, if that cannot be done, shall be applied for some other charitable purpose