Constitution for Small Business Focus

  • Name

We shall be called Small Business Focus Ltd.

  • Aims and Objectives
  • We are a non profit membership organisation and aim to:
    • represent member’s interests to relevant government and quasi government organisations
    • offer members networking and other events where they can meet other members and people of interest
    • secure value added or discounted benefits for members.
  • Values
  • Our values are simple but we believe crucial to our success and they are to:
    • create a comfortable, enjoyable, positive & supportive atmosphere in which members grow to understand to trust each other
    • have a culture of contribution, commitment & responsibility & to bring value to membership
    • behave in such a way that we are valued by & attractive to local business
    • improve members businesses by sharing knowledge & learning from others
    • conduct our affairs in a professional, diligent and transparent manner
    • treat other members with the same high standards one expects to receive & to be honest, courteous, approachable & do what is promised.
  • Structure and roles:
  • We are a membership organisation run by our members and as such there will be an annual membership meeting convened by the management committee and
    • the management committee must give at least four weeks notice in writing of such a membership meeting and include the proposed agenda
    • the four weeks shall run from the day immediately following the date of the postmark
    • notice shall be deemed to have been received by a member if it has been sent to the most recent address given by the member
    • the agenda shall be determined by the management committee in consultation with members who may submit matters for inclusion on the agenda by sending notice in writing to the Chairperson at least two weeks before the date of the membership meeting
    • the person chairing the membership meeting shall announce these additional matters at the start of the meeting. The membership meeting itself shall decide whether to accept such additional matters for inclusion on the agenda.
  • The management committee shall call an extraordinary membership meeting:
    • where such action is necessary in the interests of Small Business Focus Ltd.
    • where the management committee has decided on such a course of action
    • where not less than one quarter of the members submit to the Chairperson a written request that such a meeting be held, giving their reasons.
  • Membership meetings are responsible in particular for the following:
    • considering the annual report and financial statements presented by the management committee and giving formal approval to the actions of the management committee
    • determining the fees if any to be paid by members
    • electing and removing the Chairperson, the Treasurer, the Secretary and members of the management committee
    • deciding and revising a policy for the approval, suspension, removal and expulsion of members
    • approving amendments to the constitution of Small Business Focus Ltd. or its dissolution.
  • The membership meeting will be chaired by the Chairperson or, in the absence of the Chairperson, by the Treasurer or, in the absence of the Treasurer by the Secretary or, if he/she is also absent, by a member agreed by those present.
  • Each member has one vote at any membership meeting. A member may give any other member a written proxy to vote in his or her place. A proxy can only be given for a specific membership meeting. No member may cast more than two votes on behalf of absent members. An abstention shall not be deemed to be a valid vote.
  • The person chairing the membership meeting shall determine the voting procedures to be adopted following consultation of the meeting. However, if at least one-third of the members present in person or by proxy request a secret voting procedure, this must be adopted.
  • A quorum comprises one half of all the members. Proxies shall be counted towards the quorum. Where there is no quorum, the management committee must call another membership meeting with the same agenda to take place within six weeks. This second meeting shall be deemed to have a quorum irrespective of how many members attend. This fact should be included in the notice of meeting.
  • Decisions of the membership meeting are made by a simple majority of all valid votes cast in person or by proxy, except that:
    • a majority of two-thirds of such votes is required to amend the constitution, to remove the Chairperson, the Treasurer, the Secretary or a member of the management committee
    • a majority of three-quarters of such votes is required to dissolve Small Business Focus Ltd.
    • a vote to change the purpose of Small Business Focus Ltd. can only be made with the approval of all members. Members not casting their vote at the membership meeting in person or by proxy can cast their vote subsequently by writing to the Chairperson.
  • Minutes must be kept of decisions of the membership meeting and signed by the minute taker and by the person who chaired the meeting.
  • The members agree to devolve day to day running to the management committee and will appoint & may dissolve a management committee only from members and:
    • the management committee has responsibility for adhering to our values in the plans it makes to meet our vision, mission & objectives & in the actions it takes for executing the strategies, tactics to achieve & measure results.
    • The management committee will meet at least four [4] times per year and is, in particular, responsible for the following:
      • providing plans to the members with regard to strategies & tactics to fulfil the mission & objectives together with relevant measurements of achievement quarterly
      • creating the annual budget for approval by the membership
      • proposing the annual report and financial statements for the last fiscal year for approval by the membership
      • obtaining membership approval for any expenditure which has not gained prior approval as part of the annual budget
      • approving, suspending, removing and expelling members
      • making decisions on any other matters of particular importance not reserved to the membership
      • approving the minutes and disseminating to the membership decisions taken at management committee meetings.
    • The management committee may provide for its own procedures. In the event of the management committee being unable to reach a unanimous decision, the matter shall be referred to the members for decision.
    • The management committee will consist of at least four [4] members, the following three [3] roles, any of which will deputise for the other in the holder’s absence:
      • Chairperson: responsible for running the management committee and leading our overall development by:
        • running all our meetings
        • organizing and publishing the agenda for management committee meetings.
        • leading the development of strategies and tactics to fulfil our mission and measures to record progress.
      • Treasurer: responsible for running our bank account(s) collecting fees & accounting for all funds received & disbursed by:
        • giving a financial report to members once every three months, reporting on current balance, major expenses & other pertinent events.
        • set up & monitor standing orders or direct debits
        • take payments and provide receipts
        • pay in cash & cheques
        • record receipts for cash payments
        • pay all authorised bills
        • keep all invoices & bank statements.
      • Secretary: responsible for our general administration by:
        • maintaining the membership register
        • organizing the election of a proactive management committee and executive
        • recording meeting attendance
        • organizing any catering for any of our meetings.
      • At least one [1] member co-opted from the following roles necessary to the ongoing well being of Small Business Focus Ltd:
        • Marketing: responsible for organizing brochures, invitation cards, trade shows, direct mail advertising to local businesses, local press advertising, web site and electronic media, press releases & public relations though actual campaigns may be devolved to third parties.
        • Membership: responsible for suggesting key membership vacancies, encouraging all members to invite new members, approaching non members about the opportunities to join & for orientating all new members about their commitment & responsibilities
        • Social: responsible for organizing the social events.
  • Membership and termination of membership
  • Membership is open to all organisations having less than 100 staff on acceptance and payment of the relevant fee.
  • Unacceptable applications. We will not accept applications from anyone involved in the management of other similar organisations. The membership meeting will be the sole judge of what is considered to be similar or competitive.
  • An annual membership fee shall be levied on each member and must be paid annually by standing order or direct debit.
  • Membership will commence only after all fees due have been received.
  • Membership will commence on the first day of any calendar month.
  • Membership runs for one year from the date of commencement.
  • Renewal will be assumed & the relevant standing order or direct debit charged one year after the original commencement date of membership & thereafter until terminated in writing by the member.
  • All other fees are separate to any membership fees charged & are payable in advance by cash or cheque. Event fees are payable even if the member does not attend & are non refundable.
  • For the avoidance of doubt a member can belong to other similar organisations.
  • All membership rights cease with the termination of membership.
  • The member may terminate membership:
    • only after twelve [12] months by giving a minimum of one [1] months’ notice in writing
    • in the first [1st] year of membership no fees will be refunded
    • in subsequent years of membership pro rata refunds will be made based on the number of months of membership due to run from one [1] month after the written notification is received.
  • Small Business Focus Ltd. may terminate membership:
    • in the event of any serious or repeated breach or repeated non-observance by the member of any of the material stipulations contained in this charter
    • if the member is guilty of any conduct which (in our reasonable opinion) could bring us into serious disrepute
    • if the member becomes bankrupt or makes any composition or enters into any deed of arrangement with his creditors
    • if the member is convicted of any indictable criminal offence (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed)
    • if the member shall become a patient under the Mental Health Act 1983
    • if the member is convicted of an offence under the Companies Securities (Insider Dealing) Act 1985 or under any other present or future statutory enactment or regulations relating to insider dealings or company law
    • if the member takes any action which is reasonably felt to be detrimental to our interests
  • In the event of membership termination by Small Business Focus Ltd. then we have no liability to return fees paid.
  • Membership disputes & discipline
  • It is a fundamental belief that in the event of any dispute the investigation should be thorough, transparent & fully accountable to all parties concerned.
  • We retain the right to ‘freeze’ a membership or investigate the activities of any member, for any length of time by a vote at any quarterly meeting should this deemed to be necessary for the good of Small Business Focus Ltd. as a whole.
  • Members will be entitled to know all the reasons and see all written information for such an action & to respond.
  • Restrictions
  • Members of cannot form a similar organisation whilst being a member.
  • Members of must not form a similar organisation in competition with Small Business Focus Ltd. within six months of leaving.
  • The paper work, web site & workings of Small Business Focus Ltd. are confidential and subject to copyright & must not be circulated or reproduced to non members in any form & to do so could lead to legal action.
  • Members should not comment on the workings or methods of Small Business Focus Ltd. to press or media or other parties without prior consent from the management committee or membership meeting, such consent not to be unreasonably withheld, except that members may inform potential members of the benefits of membership.
  • Financial matters
  • Fees may only be used for the benefit of members, but this includes:
    • marketing and advertising
    • support, training and supplies.
  • Funds may only be used for our stated purposes pursuant to this constitution. Members shall not, in that capacity, receive allocations from our funds. Membership of the management committee or any other committee or similar body shall attract no remuneration. No individual may benefit from funds through expenditure which is not in line with our purpose or through disproportionately high expenses.
  • Small Business Focus Ltd. will run a current account and other bank accounts specifically designed for clubs & societies and
    • the account will be authorised by the Chairman & one [1] other member of the management committee excluding the Treasurer
    • signatories of cheques will be the Treasurer & one [1] other nominated member
    • cheques for more than five hundred pounds [£500] will require two [2] signatures.
  • The disposition of surpluses will be decided & agreed by members. Members will have no charge over monies in the Small Business Focus Ltd. account once their membership has lapsed.
  •  A decision to wind up or dissolve Small Business Focus Ltd. requires a resolution passed at a membership meeting and supported by three-quarters of all valid votes cast in person or by proxy in accordance with this constitution and
    • unless the membership meeting determines otherwise, the Chairperson and the Treasurer shall be joint liquidators, and shall represent Small Business Focus Ltd.
    • the above provisions shall also apply should Small Business Focus Ltd. be wound up or dissolved for any other reason, or should it lose its legal capacity
    • any surplus monies available when Small Business Focus Ltd. is wound up or dissolved will be distributed equally between all fully paid up members on the date of winding up or dissolution.
  • Privacy Policy & Data Protection
  • Small Business Focus Ltd. will comply with the Data Protection Act 1998 & any other present or future statutory enactment or regulations relating to data protection or privacy.
  • All member details & records are confidential & will not be released to any third party without the permission of the member unless it is required to be disclosed by law or regulation, or at the request of a governmental body, monetary or fiscal authority or independent auditors or legal counsel, & in the case of disclosure as a result of law or regulation.
  • Small Business Focus Ltd. shall so far as reasonably permitted by law or regulation promptly inform a member of such disclosure.
  • Liability
  • Small Business Focus Ltd. does not except responsibility or liability for any member’s products or services.
  • Our  liability to you or any third  party, for a claim of any kind arising as a result of or related to any  action of ours or product or service, whether in contract, in tort (including negligence or strict liability) or otherwise, under any warranty, condition or guarantee or otherwise,  shall  be limited to monetary damages and the aggregate  amount thereof for all claims relating  to any particular action, service or product shall in  any event be limited to a sum equivalent to the aggregate amount paid to us for the relevant action, product or service which gave rise to the claim. You will indemnify us against any claim that exceeds this figure. This limit will not apply in the case of death or personal injury caused by our negligence. You may bring no action, regardless of form, more than one (1) year after the events that gave rise to the cause of the action.
  • General
  • The headings of this agreement shall not affect its interpretation.
  • Notwithstanding any other agreement between the parties this agreement shall take precedence & shall prevail.
  • This agreement shall be binding upon & for the benefit of the undersigned parties & their successors.
  • Failure to enforce any provision of this agreement shall not constitute a waiver of any term hereof.
  • The provisions of this agreement shall be severable & if any provision is held to be invalid under any applicable statute or rule of law, such provision is, to that extent, deemed omitted. In such event, all other provisions remain in effect, & the parties agree that the invalid provision shall be modified so as to constitute a valid provision, which most nearly effects the parties’ intent in entering into this agreement.
  • This agreement may only be amended by a vote of all members & all amendments must be registered in writing within thirty [30] days.
  • Except as provided above, this agreement may not be modified or amended in any way.
  • English & Welsh Law shall govern the construction, validity & performance of this agreement & shall be binding upon the parties hereto worldwide & the parties hereto irrevocably submit to the exclusive jurisdiction of the Courts of England & Wales.