Bye-Laws of the Eastbourne Community Co-operative

OUR PRINCIPLES

Membership - Voluntary and open to anyone over 16 who supports our aims.

Beyond democratic – To give members the tools to encourage full involvement in decision-making: listening to and understanding members’ needs, exploring solutions, clarifying and integrating objections and reaching consent.

Autonomy and independence - We are only accountable to our members, not shareholders. We will always act in our members’ interests to maintain the sovereignty of the cooperative.

Education and Training - We are committed to learning and developing our knowledge and skills so that we can be the best example of how a cooperative should be run. We will assist members by providing tools to share best practice.

Cooperation among cooperatives - To create our new future, we need to co-create it with others. We will work with, and support, other cooperatives in any area that will benefit our communities.

Concern for Community - We respect nature and all living beings and promote the welfare of people, animals and plants. 

OUR AIMS

• To come together to create a new alternative world of harmony and abundance as we gently separate from the existing system, which no longer serves us.
• To uphold and preserve individual sovereignty and bodily autonomy by promoting freedom – medical freedom, freedom of believe, freedom of speech, freedom of choice, freedom of thought, freedom from fear and tyranny and freedom to seek the Truth.
• To coordinate, unite and share knowledge, skills and best practice to support our common goal of building strong, thriving communities free from state interference, and to inspire self-reliance and self-sufficiency within and across communities.
• To celebrate our appreciation and gratitude for knowing that we are all one – I am you and you are me.

OUR BYE-LAWS

These bye-laws detail how the Coop functions on a day to day basis by expanding on what is written in our Articles of Association. They also use the Wheel of Co-creation as our inspiration to describe how we intend to bring our aims and intentions into reality.

IMAGE: Wheel of Co-creation by Barbara Marx Hubbard

BYE-LAWS RELATED TO THE ARTICLES OF ASSOCIATION

1.   MEMBERS

1.1 What are the criteria to become a member?

a) The minimum age requirement is 16.

b) Membership is open to any individual, unincorporated body, group, firm, organisation, co-operative, partnership or corporate body that has paid or agreed to pay any subscription or other sum due in respect of membership.

c) All those wishing to become a member or remain a member must support the aims of the Coop as set out above.

d) Members are expected to act from the heart, with honesty and integrity, to treat others with kindness, consideration and respect and not bring the Coop into disrepute or prejudice its general good standing in any way.

Members need to be: 

• User Members - a regular user of the services of the Coop; or
• Employee Members – members may decide by a majority vote in a general meeting to exclude newly appointed employees during a specified probationary period and / or employees working less than a prescribed number of hours per week (or per month); provided that any such criteria for exclusion are applied equally to all employees. Membership is not a condition of employment; or
• Supporter Members - any natural person, unincorporated body, group, firm, organisation, coop, partnership or corporate body that has an interest in supporting the Coop. 

1.2 How to become a member?

a) Prospective members have to submit an application, which will then be reviewed by the Directors for approval.

1.3 What are the terms of membership?

a) Members agree to attend general meetings and take an active interest in the operation and development of the Coop and its business. Members need to be aware that the Coop’s business decisions are confidential, so they need to respect this.

b) Members must notify the secretary within seven days of any change to their name or address.

c) Corporate members can appoint someone to represent them and this person has the same rights and powers as if they were an individual member. Corporate members need to notify the Coop in writing of its choice of representative.

d) Membership rights and privileges are not transferable.

1.4 How is membership ended?

Membership automatically ends immediately that the member:

a) Ceases in the opinion of the Board to meet the Coop’s criteria for membership. Examples include, but are not limited to, not supporting the aims of the Coop; acting in a manner likely to bring the Coop into disrepute or prejudice its good standing; committing fraud or undertaking activities deliberately aimed to mislead; behaving in a manner in which a reasonable person would regard as aggressive, bullying or intimidatory; or committing a discriminatory act; or

b) Fails in the opinion of the Board unreasonably to pay any fee or other monies due to the Coop; or

c) Resigns in writing to the Secretary; or

d) Is expelled from membership in accordance with the Articles of Association; or

e) Dies, or in the opinion of the Board is unable to carry out their duties, is wound up or goes into liquidation.

1.5 Removal of a member

The membership can vote to remove a member if they believe that it is in the best interests of the Coop by passing a resolution at a Coop general meeting. Such a resolution can only be passed if:

a) The member to be removed has been given at least 21 days’ notice in writing of the general meeting and the reasons why the removal is proposed; and

b) The member is allowed to make representations at the general meeting, or have someone else there to represent them.

1.6 Education and training for members

a) The Coop supports the principle of education, training and information.

b) Potential members will be provided with information about what the role of a member involves.

c) Members will be provided with training in the skills required to be a member and how they can participate in the operation of the Coop.

d) Ongoing education and training in coop values and principles and other associated topics such as growing food, foraging, conflict resolution, decision-making, will be provided.

e) The Coop will support its members by ensuring that meetings are accessible and participation is encouraged.

2.   GENERAL MEETINGS

2.1 What are general meetings for?

a) The Coop has to hold an annual general meeting in each calendar year, the first to be held within 18 months of incorporation. Thereafter, every annual general meeting will be held not more than 15 months after the previous annual general meeting. In addition to the annual general meeting, at least one other general meeting will be held annually

b) General meetings are an opportunity to ensure that the Coop is managing itself in accordance with its values and principles, whether it is achieving its aims. It gives members the opportunity to review the business planning and management processes and get involved in decision-making. Items of business at the annual general meeting will normally include:

i. Consideration of accounts and balance sheets;

ii. Consideration of Directors’ and auditor’s reports;

iii. Elections to replace retiring Directors;

iv.  Appointment and remuneration of the auditor (or their equivalent).

2.2 How to call a general meeting

A general meeting can be called by the directors or, in accordance with the Companies Acts, 10% of the membership may, in writing, require the Directors to call a general meeting.

2.3 Proxies

If a member cannot be present at a general meeting, they can appoint someone else to act as their proxy, although no one can hold a proxy for more than five members at any one time in any general meeting. Proxies have to be appointed in accordance with the Articles of Association, in addition any member who appoints a proxy must specify in writing how that proxy must vote on any resolution. The proxy will not have discretion in how to vote. Any proxy entitled to speak, must reflect on the written instructions provided by the member.

2.4 Proceedings at general meetings

a) A quorum of members has to be present either in person or by proxy to hold the meeting. A quorum is ten members of one-third of the membership, whichever is the lowest number. If a quorum is not present within half an hour of the start time of the meeting, or if during a meeting a quorum ceases to be present, the chair must adjourn the meeting. If within half an hour of the time the adjourned meeting was due to commence a quorum is not present, those members present will constitute a quorum.

b) A general meeting can be held in more than one place in accordance with the Articles of Association.

c) It is up to members to appoint one of their number as the chair of the meeting. This will be the first item of business.

d) Members may appoint a facilitator to facilitate the conduct of the meeting including the decision-making process. If a Facilitator is to be appointed, this will be the second item of business.

e) Members have the right to speak at a meeting and are deemed to be in attendance when they are able to communicate to all those attending the meeting, including by electronic means. It is immaterial whether any two or more members attending are in the same place as each other.

f) The chair of the meeting may permit others, who are not members, to attend and speak at meetings, without granting any voting rights.

g) The chair of the meeting may adjourn the meeting whilst a quorum is present in accordance with the Articles of Association.

2.5 Decision-making and voting at general meetings

a) Each member has one vote on any question to be decided in general meetings. A resolution put to the vote at a general meeting will be decided on a show of hands unless a poll is demanded in accordance with the Articles of Association. The chair does not have a second or casting vote.

b) Before resolutions are put to the vote, to give members the tools to encourage full involvement in decision-making: listening to and understanding members’ needs, exploring solutions, clarifying and integrating objections and reaching consent, the Coop intends to use a consent decision-making process.

c) Consent decision-making means a decision is made when no-one objects, which works as follows:

i. A proposal is made for decision;

ii. Clarification – everyone has the opportunity to ask questions about the proposal;

iii. First reactions – everyone gives their initial, quick reaction to the proposal;

iv. Consent – everyone is asked whether they have any objections to the proposal. An objection means that the proposal interferes with the aims of, or harms, the Coop. If there is an objection, the objector should explain the reason and suggest an improvement to the proposal, which can then be amended to address the objections; and

v. Decision – if no-one objects, the resolution is put to the vote.

d) Consent decision-making invites objections, values ideas and concerns, gives everyone the opportunity to speak up if there is room for improvement or clarification and builds trust and choice. It allows progress to be made by asking people to work within their range of tolerance, not just their personal preference.

e) The consent decision-making process may begin in advance of the general meeting to ensure maximum involvement with any members who are unable to attend the meeting.

2.6 Resolutions

a) Decisions at general meetings are made by passing resolutions. Resolutions may also be by written resolution. The following decisions must be made by special resolution requiring a majority of not less than 75% of votes cast:

(i) Decisions involving an alteration to the Articles of the Coop, except where an article is Entrenched which must be approved by 100% of the members;

(ii) Decisions to expel members;

(iii) Decisions to dispose of the Coop’s assets equivalent in value to one-third of the Coop’s last published balance sheet;

(iv) The decision to wind up the Coop;

(v) Other decisions which are required so by statute.

b) All other decisions shall be made by ordinary resolution which require a simple majority (51%) of votes cast.

c) In accordance with the Companies Acts, resolutions to remove a Director or auditor (or their equivalent) of the Coop before the end of his/her period of office shall not be passed by written resolution.

3.   DIRECTORS

3.1 What are the criteria for being elected as a director?

a) The Coop will have at least two directors, elected by and from the Coop’s members.

b) The minimum age requirement is 16.

c) On appointment the director agrees to provide the following information, which will be in the public domain (except for the residential address): name and any former names used for business purposes; residential address; service address; country of residence; nationality; business occupation, if any; date of birth.

d) The Board will endeavour to ensure that its composition reflects the number of members in each category of user, employee and supporter members to maintain a representative balance.

e) When recruiting new directors, the Board will review the existing balance of skills and experience on the Board and seek to encourage members to nominate themselves to fill any skills gaps.

f) The Board may co-opt up to two external independent directors who need not be members and are selected for their particular skills and/or experience. Such external independent directors shall serve a fixed period determined by the Board at the time of the co-option, subject to a review at least every 12 months. External independent directors may be removed from office at any time by a resolution of the Board.

g) The Board may at any time fill a casual vacancy on the Board by co-option. Such co-opted individuals must be members and will hold office as Director only until the next annual general meeting.

[For national coop - Regional steering committees who propose directors to represent their number?]

3.2 Retirement and re-election of directors

At the first annual general meeting all directors shall stand down. At every subsequent annual general meeting one-third of the Board, or if their number is not a multiple of three then the number nearest to one-third, shall retire from office. The directors to retire will be those who have been longest in office since their last election. Where directors have held office for the same amount of time the director to retire shall be decided by lot. A retiring director is eligible for re-election.

3.3 Board education and training

Before accepting a position as director an individual must agree to undertake training during their first year of office. This training will include information on the roles and responsibilities of being a director of a company which is also a coop.

3.4 Powers and duties of the board of directors

a) The directors are responsible for the management of the Coop’s business and they may exercise all the powers of a company for this purpose.

b) The Board has the powers set out in the Terms of Reference adopted by the Board on XXXX, including all aspects of membership policy such as setting subscription levels.

c) In accordance with the principles of democratic member control and member economic participation, the Board cannot sell or otherwise dispose of assets (in a single transaction or series of transactions) equivalent in value to one-third or more of the total value of the last published balance sheet of the Coop without the approval of the members by special resolution.

3.5 Delegation and sub-committees

a) The directors may delegate any of their powers to any person, corporate body, sub-committee, member or committee consisting of members as they think fit. They may authorise further delegation of the powers by any of those to whom they are delegated and revoke or alter any delegation in whole or in part.

b) The Directors may make regulations for all or any sub-committees, provided that they are not inconsistent with the Articles of Association. All acts and proceedings of any sub-committee must be fully and promptly reported to the directors.

3.6 Proceedings of a meeting of the board of directors

a) The Board will meet a minimum of six times a year and may regulate their meetings as they think fit, including attending and voting by electronic means.

b) The quorum for a Board meeting is 50% of the directors or 3, whichever is the greater. If at any time the total number of directors is less than the quorum required, the directors must not take any decisions other than to appoint further directors or to call a general meeting to allow the members to appoint further directors

c) The directors may appoint a facilitator to facilitate the conduct of the meeting and the decision-making process.

d) The Board may invite people to attend its meetings with or without speaking rights and without voting rights. Such attendees will not count toward the quorum.

3.7 Decision-making and voting of the board of directors

a) In accordance with the principles of democracy, each director has one vote. A proposal put to the vote will be decided on a show of hands. The chair does not have a second or casting vote. Any decision of the directors must be by a majority of not less than 75% of votes cast.  Questions arising at any meetings will also be decided by a majority of not less than 75% of votes cast.

b) Before resolutions are put to the vote, to encourage full involvement in decision-making: listening to and understanding each other’s opinions, exploring solutions, clarifying and integrating objections and reaching consent, the Board intends to use a consent decision-making process.

c) Consent decision-making means a decision is made when no-one objects, which works as follows:

i. A proposal is made for decision;

ii. Clarification – everyone has the opportunity to ask questions about the proposal;

iii. First reactions – everyone gives their initial, quick reaction to the proposal;

iv. Consent – everyone is asked whether they have any objections to the proposal. An objection means that the proposal interferes with the aims of, or harms, the Coop. If there is an objection, the objector should explain the reason and suggest an improvement to the proposal, which can then be amended to address the objections; and

v. Decision – if no-one objects, the resolution is put to the vote.

e) Consent decision-making invites objections, values ideas and concerns, gives everyone the opportunity to speak up if there is room for improvement or clarification and builds trust and choice. It allows progress to be made by asking people to work within their range of tolerance, not just their personal preference. If the directors are still unable to reach a decision, the status quo shall be maintained and the Board may choose to refer the matter to a general meeting.

f)  A written resolution, circulated to all directors and signed by a majority of not less than 75% of directors, is as valid and effective as if it had been passed at a Board meeting.

3.8 Confidentiality and declaration of Interests

The directors will comply with the Coop’s Code of Conduct including the confidentiality clauses and procedure for declaring interests.

3.9 Remuneration and Expenses

a) Any director may act in a professional capacity for the Coop, except for the role of auditor, and in such instances, the director or their company will be entitled to remuneration for professional services.

b) The Coop may pay any reasonable expenses which the directors incur in connection with their attendance at meetings or carrying out their responsibilities in relation to the Coop.

3.10 Termination of a Director’s Appointment

A person ceases to be a director of the Coop as soon as:

(a) They cease to be a member, unless they are a co-opted external independent director;

(b) They resign in writing to the Secretary;

(c) They are removed by a resolution of the Coop in general meeting;

(d) They are absent from 3 meetings of the Board during a continuous period of 12 months without special leave of absence granted by the Board and the directors pass a resolution that s/he has by reason of such absence vacated office;

(e) Where the individual is the representative of a member organisation and that organisation removes their endorsement of their representative or the member organisation ceases to exist;

(f)  They cease to be a director under the Companies Acts or are prohibited from being a director by law;

(g) A bankruptcy order is made against them;

(h) A registered medical practitioner who is treating that person gives a written opinion to the Coop stating that the person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

(i)  By reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have.

3.11 Removal of a Director

The membership can vote to remove a director if they believe that it is in the best interests of the Coop by passing a resolution at a Coop general meeting. Such a resolution can only be passed if:

a) The director to be removed has been given at least 21 days’ notice in writing of the general meeting and the reasons why the removal is proposed; and

b) The director is allowed to make representations at the general meeting, or have someone else there to represent them. 

4.   SECRETARY

The Board may appoint and remove a secretary under the terms and conditions as they think fit.

5.   REGULATIONS

The members may in a general meeting or the Board may from time to time make, adopt and amend such Regulations in the form of bye-laws, standing orders, secondary rules or otherwise as they think fit for the management, conduct and regulation of the affairs of the Coop and the proceedings of general meetings and powers and proceedings of the Board and sub-committees. No regulation can be made which is inconsistent with the Articles of Association or the Companies Acts. All members of the Coop and the Board will be bound by such Regulations whether or not they have received a copy of them.

6.   LIABILITY OF MEMBERS

The liability of members is limited to £1. Every member of the Coop undertakes to contribute to the assets of the Coop in the event of it being wound up while s/he/it is a member or within one year of her/him/it ceasing to be a member. The contribution will be for payment of the debts and liabilities of the Coop contracted while s/he/it was a member and of the costs, charges or expenses of winding up and for the adjustments of the rights of the contributories amongst themselves. Each member’s contribution shall not exceed £1.

7.   APPLICATION OF PROFITS

The profits of the Coop shall be applied in the following ways, in such proportions and in such manner as the members in general meeting decide:

(a) To create a general reserve for the continuation and development of the Coop;

(b) In accordance with the principle of member economic participation, to a bonus for all members, either equally or in accordance with some other equitable formula which recognises the relative contribution made by each member to the business of the Coop;

(a) In accordance with the principle of concern for community, to make payment for social, co-operative and community purposes.

8.   DISSOLUTION

As a common ownership enterprise, in the event of the winding up or dissolution of the Coop the liquidator has to firstly use the assets of the Coop to satisfy its debts and liabilities. Any balance of assets remaining may not be distributed among the members but will be transferred to some other common ownership coop(s) or to Co-operatives UK (or any body that succeeds to its function). If such residual assets cannot be distributed in this manner they shall be transferred to some other organisation(s) whose purpose is to promote and support the Co-operative Movement and common ownership enterprises.

9.   ADMINISTRATIVE ARRANGEMENTS

9.1 Electronic communication

Members will be asked to provide their consent to receive communications from the Coop by electronic means.

9.2 Registers

a) The Board maintain accurate registers including a register of members, a register of directors and such other registers as required by the Companies Acts.

b) The register of members records the member’s name, address (in the case of a corporate body the registered office address), and the dates on they became and ceased to be a member. The secretary must be notified within seven days of any change to a member’s name or address. An entry on the register relating to a former member will be removed from the register 10 years after the date on which they ceased to be a member.

c) The register of directors will be open for inspection to any member without charge and to any other person on payment of such fee as may be prescribed. The register of director’s residential addresses is not available for inspection.

9.3 Minutes

Minutes will be kept of all general meetings and meetings of the Board and sub-committees including the names of the directors present and decisions made.

9.4 Accounts and Audit

a) Accounts will be kept and circulated in accordance with the Companies Acts. The annual accounts will be open to inspection of members and others authorised by the Coop in a general meeting.

b) Regular financial updates and reports including cash flow predictions will be prepared as the members in a general meeting require. In addition, members may decide to undertake an account of the Co-op’s activities to measure its co-operative, social and environmental performance.

c) The Coop may decide if it meets the qualifying criteria to apply the small company audit exemptions. If not, at least once in every year the accounts will be audited.

9.5 Borrowing from Members

In accordance with the principle of member economic participation the interest paid by the Coop on money borrowed from members cannot exceed such rate as is necessary to attract and retain the capital required to further the Coop’s purpose.

9.6 Indemnity and Insurance

Relevant Officers of the Coop may be indemnified in accordance with the Articles of Association and the directors may decide to purchase insurance for the benefit of any Relevant Officer of the Coop in connection with their duties or powers in relation to the Coop.

BYE-LAWS RELATING TO THE WHEEL OF CO-CREATION

EDUCATION

The Coop defines Education as life-long learning in how to be a loving, joyful participant in co-creating a caring, thriving community. Our intention is to support teachers to develop an alternative education system that teaches children real skills for life that opens their eyes to infinite possibilities. Education that is suited to both the needs of the child and their community, unrestricted by the national curriculum or by financial means. Education is a continuous process as every day is a learning experience to help us grow.

Education and Training for Young People

Subject to meeting the relevant legal requirements, the Coop will be supportive of any apprenticeship schemes and hands-on skill based training schemes offered by members to support the education and training of children and young people in our community.

HEALTH & WELLBEING

The Coop defines Health as: mental, emotional, physical, psychological and spiritual wellbeing, strength, vigour, fitness, absence of illness, absence of fear, absence of intimidation, absence of anxiety, absence of torture and being able to live and pursue happiness without interference.

The Coop intends to provide support, information, guidance and assistance to its members and local community and safeguard their interests on any matters relating to Health. This will include supporting healers to develop new methods and technologies that truly heal people and ensure the growth of traditional healing plants.

The Coop believes in the rights of its members to bodily autonomy:

a) The protection of all living beings and their property from any act, deed, action, technique, process, practice, procedure or intervention which may alter its original form, RNA or DNA, from conception and birth;

b) The right to decline to accept foods, liquids, tests, products, substances, chemicals, materials, medicines, biologics, therapies, therapeutics and treatments (including any for prophylactic and preventative purposes) or other intervention on any grounds including but not limited to:

i. religious, moral or ethical;

ii. where the member has reason to believe there may be scientific or anecdotal evidence of harm, injury or damage or potential harm, injury or damage to Health in the short term and/or long term;

iii. where it has been subject to animal testing or contains substances derived from animals;

iv. where it has been subject to genetic modification and/or containing genetically modified organisms and/or nanotechnology;

c) The right to give fully informed consent over decisions about what is put into their bodies and those of their living property, including but not limited to via tattooing, quantum tattooing, frequencies, waves, inhalables, ingestibles, injectables, transdermal and/or transrectal transmission;

d) The right to exempt themselves and their living property from any tests, medicines, biologics, therapies, therapeutics and treatments (including any for prophylactic and preventative purposes) or other intervention;

e) The right to ask questions of, and seek information, clarification and assurances from, medical and/or military, police, Crown, Vatican, government and non-governmental authorities and supranational bodies, including the World Health Organisation, United Nations and European Union, on matters of concern including, but not limited to, testing and vaccines. This may be in any form including Notices of Conditional Acceptance. Failure by such authorities to acknowledge, respond or provide a complete response on three occasions shall be deemed to exempt the individual member from participating in any such matters of concern including, but not limited to, testing and vaccines;

f) The right not to consent to trespass upon a living being, living man, living woman and living property;

g) The right to only accept medical treatment, including vaccines, from a qualified medical doctor who has obtained fully informed consent having undertaken an individualised, thorough and accurate medical history and risk / benefit analysis specific to their health situation;

h) Should any member be forced against their will to receive any foods, liquids, tests, products, substances, chemicals, materials, medicines, biologics, therapies, therapeutics and treatments (including any for prophylactic and preventative purposes) or other interventions, the Coop will support members to take action against the perpetrator.

INFRASTRUCTURE

Our air and airwaves; water, rivers, lakes and oceans; our land, forests and minerals all belong to the people. We know there is free energy, which is being denied to us. These do not belong to corporations or to governments. We intend to reclaim, in a responsible manner, what is rightfully ours.

Our priorities are to create sustainable supplies of water, agriculture and food supplies and to access free energy.

ENVIRONMENT

The Coop respects nature and promotes

a) Supporting the growing of natural, organic foods and the avoidance of processed foods including banishing genetically modified substances.

b) animal and plant welfare and sustainable farming practices including growing seeds and self-seeding;

c) the protection of plants and animals from any act, deed, action, technique, process, practice, procedure or intervention which may alter its original form, RNA or DNA;

d) supporting farmers to grow an abundance of organic food and banish GMO companies like Monsanto that are destroying our seeds and food security.

GOVERNANCE

We intend to create a new system in which competition becomes collaboration. A society where we all benefit from our collective efforts and individual talents. We will no longer be the slaves to the corporations and a few powerful individuals.

ECONOMICS

We are witnessing the crumbling of the socio-economic structure of our country and our world. Corporations own governments and are more powerful than countries with no accountability to the people. We want to step out of this system and become responsible for our own economies.

We are inspired by the Ubuntu philosophy of contributionism. Based on the African expression meaning “unity within community” everyone contributes either through their time, their natural talents or skills for the greater benefit of all. This provides the potential for freedom from the financial slavery of banking cartels.

We intend to rejuvenate our community with diverse industries based on the local resources and products and services that are in demand.

We intend to innovate and support traditional crafts and ensure that knowledge and skills are passed on to future generations.

Contributionism https://www.ubuntucontributionism.org/faq

SCIENCE

We aim to support our inventors and scientists to create new technologies on every level which will include an alternative energy supply that is truly ecological and not based on fake green energies in order to provide electricity at no cost to the community.

DISCRIMINATION

In accordance with the Co-Op Principle of voluntary and open membership, we do not discriminate and cannot accept discriminatory acts or behaviour by members

We respect our members’ rights to bodily autonomy and any incident perceived by the member to be motivated by hostility or prejudice to their right to bodily autonomy may be classed as a discriminatory act.

The directors will follow a formal process to determine in their absolute discretion whether or not the incident is a discriminatory act. If this is deemed the case, Bye-Law 1.4(a) will apply and the member committing the discriminatory act will immediately cease to be a member.

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