SENS,
the trade association for social enterprises in Suffolk, is currently
an unincorporated voluntary group, operating under the constitution
laid out below. However, in 2007, SENS will review becoming not
only incorporated (for the liability protection) but also possibly
a Community Interest Company - to be clearer about our "business".
Clause
1: Name
Our
Group will be called Social Enterprise Network Suffolk (SENS)
Clause
2: Administration
Subject
to matters set out below the Group and its property shall be administered
and managed in accordance with this Constitution by the members
of a Management Committee constituted by clause 6 “Management
Committee of this Constitution”
Clause
3: Objects
The
Group is established to cover the whole of Suffolk County and
the Objects of the Group are as follows
To develop trading opportunities for members.To support and promote social enterprise in Suffolk.- To provide information, training and education services in relation
to social enterprise.
Clause
4: Powers
In
furtherance of the above objects the Management Committee may
exercise the following powers:
- To create and manage a sustainable social enterprise network
in Suffolk that maximises the capacity of Suffolk social enterprises
to trade.
- To represent the views of social enterprise in Suffolk , leading
on access to social enterprises and social enterprise advisors
in Suffolk and promoting and supporting social enterprise initiatives
in Suffolk , sharing information and good practice and lobbying
and influencing policy relating to social enterprise.
- To improve the skills and knowledge of individuals working in
social enterprises in Suffolk.
-
To buy, take on lease or exchange any property necessary for
the achievement of the objects and to maintain and equip it
for use.
- To have the power subject to any consents by law to sell lease
or dispose of any part of the property of the Group.
- To employ such staff including volunteers and paid workers as
are necessary for the efficient pursuits of the objectives.
- To raise funds by any means which may appear to be expedient
and consistent with the objectives of the Group.
Clause 5: Membership
The
aim of the group is to work with SEEE Ltd, acting as the sub regional
network to develop and implement the Suffolk sub regional social
enterprise strategy and to maximise the social impact of social
enterprises in Suffolk promoting social inclusion for all.
The
Group is a member organisation and is made up of the following:
Group
One: Social enterprises - any business which trades not for private
profit but for a social purpose and which is operationally based
exclusively or predominantly in Suffolk . This category only will
have voting rights to ensure that SENS is managed and driven by
operational social enterprises in Suffolk.
Group
Two: Other organisations from Suffolk which support, work with
or have an interest in social enterprise.
Group
Three: Individual applicants and organisations who are supporters
of The Group in general but will be SENS non voting.
Clause
6 Management Committee:
(a)
The Group will be administered and managed by a Management Committee
referred to in Clause 2 above.
(b)
The Management Committee will be drawn only from Group One (as
described in Clause 5 above) above and will consist of a Chairman,
Vice-Chair, Secretary, Treasurer and up to four representatives
from social enterprises in Suffolk and such officers as are deemed
necessary at other times.
(c) At least one third
of the Management Committee must be present for it to be quorate
or three committee members which ever is the greatest.
(d)
The Management Committee will give approval of new members.
(e)
The Management Committee will meet eight times a year or when
ever deemed necessary.
Clause
7: Officers and Committee
The Management Committee will be elected annually and hold office
until the conclusion of the next following the Annual General
Meeting (A.G.M.). The Management Committee may fill any casual
vacancy in the offices of Officers. Any person appointed to
fill any casual vacancy shall hold office until the conclusion
of the next A.G.M.
The Management Committee may appoint one or more Committee action
groups as may be deemed necessary and may determine their terms
of reference, powers, duration and membership.
The Management Committee may appoint staff as shall be necessary
and shall determine remuneration, duties and conditions of service.
Claude 8: Duties of Officers
The
Chair, in conjunction with the Secretary will be responsible
for arranging all meetings on behalf of the Group. The
Chair will preside at all meetings of the Group and
also chair meetings of the Management Committee.
The
Vice Chair will deputise for the Chair in his or her
absence. In the absence of both Chair and Vice-Chair
the meeting will elect another member of the Management
Committee to chair the meeting.
The
Secretary will also be responsible for receiving and
sending all correspondence on behalf of the Group and
for producing minutes, agendas and resolutions for all
meetings.
The
Treasurer will be responsible for keeping the accounts
on behalf of the Group, receive and deposit all money
raised on its behalf. He or she will be one of three
signatories to the bank account. The Treasurer will
also prepare the accounts to be audited and presented
to the A.G.M.
Claude 9: Meetings
The
Annual General Meeting will be held in March of each year. The
Agenda for the meeting will include:
- Presentation of the accounts.
- Presentation of the Annual Report.
- Accept the resignation of the outgoing Management Committee
and elect a new one - this will include Officers.
- Debate and decide on any resolutions for the meeting.
- The Secretary will give 21 days notice of the A.G.M. to
all members. The notice will include the date, time, venue,
agenda and estimated length of the meeting. It should also
include any written resolution that has been received that
requires a decision by the membership.
- Written nominations for the management must be in the hands
of the Secretary of the Management Committee at least 14
days before the A.G.M. If nominations exceed vacancies a
secret ballot will be held.
- All eligible members will be entitled to attend and vote
at the A.G.M.
- Members meetings will be held quarterly. Other meetings
will be arranged according to need. At any meeting the rights
and views of each individual shall be respected, and the
meetings shall be conducted in a way that allows everyone
to participate positively without fear of intimidation.
- An Extraordinary General Meeting (E.G.M.) of the Group shall
be called at 21 days notice in writing upon the written
demand of ten members of the Group or by the Chair of the
Group or The Management Committee. Such a demand must specify
the business to be included on the Agenda, which must be
circulated with the notice of the meeting.
Clause
10: Quorum
The
quorum for Annual, Extraordinary and members meetings shall be
a minimum of 10.
Clause
11: Rules of procedure at all meetings
Voting
Subject
to the Clause on Dissolution, a question at any meeting shall
be by a simple majority of those present and voting
Each
member of the Group shall have one vote if eligible
In
the case of equality of votes the Chair shall have a second or
casting vote
Any
Management Committee member who has a direct or indirect interest
that affects matter before the Management Committee must declare
the nature of the interest
The
Company Secretary (member of the Management Committee) will keep
a Register of interests relating to members of the Management
Committee, and it is the duty of each member of the Management
Committee to update his/her interests as their circumstances change,
by contacting the Company Secretary and raising the change in
the next available meeting.
Clause
12: Finance
The
funds of the Group shall be applied only in furtherance the objects
The
funds of the Group including all donations, contributions and
bequest shall be paid into an account operated by the Management
Committee in the name of the Group at such banks as the Management
Committee shall from time to time decide.
There
will be at least two signatories, from four, for the bank account,
one of whom will always be the Treasurer. Funds will support activities
based in Suffolk . The Group will work with organisations in neighbouring
counties in the interests of efficiency. Two signatories will
be needed to write cheques.
The
Treasurer shall keep proper accounts of the finance of the Group.
At each meeting of the Management Committee, the Treasurer shall
present a statement of accounts .
At
the end of financial year, the treasurer shall prepare final accounts
showing the income and expenditure of the Group for the year.
The
financial year shall end on 31st March.
Clause
13 Annual Reports
At
the end of the financial year, the Management Committee will prepare
an annual report for presentation at the Annual General Meeting.
Clause
14: Alterations to the Constitution
Subject
to the following provisions of this clause the Constitution may
be altered by a resolution passed by no less than two thirds majority
of members present and voting at a General Meeting must include
notice of the resolution has been sent to all members of the Group.
Clause
15 Dissolution
The
group may at any time dissolve by a resolution passed by two thirds
majority of those present and voting at a meeting of the group
of which at least 21 days working notice of the resolution has
been sent to all members of the Group.
On
dissolution the Management Committee shall be responsible for
the disposal of any assets held by or in the name of the group
provided that if any property remains after the satisfaction of
all debts and liabilities shall be given or transferred to another
group with similar aims, in the county of Suffolk if possible. |
