Interpretation In these Rules:
“a local business”, “local organisation” or “local charity” shall mean a business, organisation or charity (as the case may be) operating in the Stoke Newington area whether or not it operates in other areas as well.
Membership benefits shall mean all those benefits, promotions and discounts available as a member of the Stoke Newington Business Association.
Secretary shall mean that person appointed, in accordance with clause 10 hereof, by the Committee each year.
The Committee shall be those people voted in to be a committee member in accordance with clause 5; “the Stoke Newington area” shall mean the N16 postcode.
“Written Notice” includes notice by Email to any Email address that may have been supplied by the Business to whom the notice is to be given.
The name of the Association shall be the Stoke Newington Business Association (hereinafter called “the SNBA”).
2.1 The Association exists to foster, enable, and facilitate the success of businesses in the Stoke Newington area.
2.2 The Association’s objectives include:
2.2.1 providing support, advice and resources for businesses in the Stoke Newington area;
2.2.2 promoting economic activity and supporting community projects in the area;
2.2.3 delivering benefits that are, in the opinion of the Committee, relevant and valuable;
2.2.4 speaking with a strong collective voice and acts as a player in local and regional Interests;
2.2.5 keeping members informed of local matters;
2.2.6 ensuring it is financially self-sustaining;
2.2.7 being a good proactive and harmonious partner within the communities of the membership catchment area.
2.3 In carrying out these objectives, the Association shall not seek to knowingly promote the interests of any particular business or group of businesses within a membership to the detriment of others.
The Association shall have the power to do all things necessary or expedient for the fulfilment of its objectives.
4.1 Any bona fide (genuine) business permanently situated in the Stoke Newington area shall be eligible to become a member of the Association.
4.2 As a condition of membership each member shall pay an annual membership fee, the amount of which shall be fixed at the Inaugural Meeting of the Association and thereafter at each Annual General Meeting.
4.2 As a condition of membership each member shall pay an annual membership fee, the amount of which shall be fixed at the first committee meeting of the Association. Hereafter, membership fees are to automatically increase every second year by no more than 5% of the existing membership fees or as agreed by a majority vote at an Annual General Meeting.
4.3 In the case of any member of the Association which is not a sole trader:
4.3.1 at any general meeting of the Association any one person, who has been nominated and authorised by the business in writing, and who is involved in the management of that business may represent the business (and shall be taken to have authority of the business in order to do so);
4.3.2 at any social or educational event of the Association any person who is involved in that business may attend. Only a named authorised individual may serve as a member of the Committee.
4.4 The initial membership of the Association shall be all those businesses who have in writing, indicated their willingness to abide by these rules and this constitution and paid a membership fee as annually determined.
4.5 Any business wishing to become a member of the Association after its inaugural meeting shall apply to the Secretary of the Association in writing on a form (copy attached) indicating its willingness to abide by these rules of the Association (which includes this Constitution) and to become a member of the Association. At the next meeting of the Committee, the Committee shall consider the application and approve or deny the application. The Committee has absolute discretion in considering the application. If the application is approved, such membership shall only come into effect upon receipt of the payment of the appropriate membership fee where after the member will be entitled to membership benefits.
4.6 Membership shall in every case run from the date that payment of the membership fee is paid until the next Annual General Meeting of the Association. No membership benefits will be received until such time that the membership fees have been paid.
4.7 Membership of the Association shall also cease if:
4.7.1 the member who is a sole trader dies;
4.7.2 the member business becomes insolvent;
4.7.3 the member gives written notice of resignation to the Secretary of the Association;
4.7.4 non-payment of the appropriate membership fee in terms of clause 15; or 4.7.5 the member has, in the opinion of the Committee, ceased to be eligible or has brought the Association into disrepute. A member who is aggrieved by such a decision may, despite the termination of its membership, ask the next General Meeting of the Association to review its decision. After such review, the decision of the Association is final.
5. Management and Committee appointment
5.1 Any decision of the Association shall be made by the Committee of the Association who are nominated and voted for as members of the Committee, save
for those decisions which must be made at an Annual General Meeting of the Association.
5.2 The Committee shall have a minimum of 5 members. In the event of an even number of votes at any Committee meeting, the chairman shall cast the deciding vote. The Committee shall meet at least 6 times a year.
5.3 The required quorum for any Committee meeting to conduct business is 3 (this does not include proxy votes).
5.4 Any business conducted by the Committee shall be decided by a simple majority vote at any Committee meeting and in accordance with paragraph 5.2 above.
5.5 Any Committee member may give his/her proxy vote to another Committee member. This must be done in writing and sent to the chairman prior to any meeting to be valid.
5.6 The process to apply for and become a SNBA committee member is set out hereunder:
5.6.1. by a date (to be determined by the Committee) in any year, any eligible member shall confirm their request in writing to be considered for the committee by completing the nomination form and delivering/sending by email to the sitting chairman of the SNBA;
5.6.2 the nomination form must also be signed by another member (who has voting rights) of the SNBA to confirm that the nomination is seconded, in order to be valid; 5.6.3 the list of nominees will be collated and sent out to the members along with the notice of the AGM;
5.6.4 at the AGM, a vote for the Committee members will be taken by secret ballot, as provided for in clause 8.3 below;
5.6.5 the votes shall be counted by the Secretary and the nominees with the highest number of votes will be confirmed as the new committee.
5.6.6 the ballot papers will be available for any member of the SNBA to inspect for a period of 21 days from the date of the AGM.
5.6.7 any challenge to the validity of the appointment of the new committee must be notified to the committee within 21 days of the AGM and the dispute shall be determined by the committee with the exclusion of the committee member whose appointment is being challenged.
5.7. The Committee is entitled to co-opt members of the SNBA to assist with and become involved in specific projects by voting on such an appointment at any committee meeting when deemed necessary.
6. Annual General Meeting (AGM)
6.1 The financial year of the Association runs from 01 February to 31 January. An AGM shall be held within 3 months of the close of the financial year of the Association. Each member shall be given 21 days’ written notice of the date and venue of the meeting. Provided a quorum is achieved, any failure to give notice to a member shall not invalidate the business transacted at the meeting.
6.1.1 Any notice shall inter alia include the following information:
• The date and time of the AGM;
• The agenda for the said meeting along with any other information /documentation
that is required;
• A copy of the Chairman’s report;
• A copy of the financial update report; • A proxy notice form.
6.2 At the Annual General Meeting the items to be disclosed, discussed and voted on shall inter alia include:
6.2.1 the receipt of a profit and loss account and balance sheet for the previous financial year;
6.2.2 appointment of a person to act as independent examiner of the accounts for the Association for the financial year in which the Annual General Meeting is held; 6.2.3 the election of such number of members (being not less than 5) as the meeting shall decide to serve on the Committee for the coming year;
6.2.4 to consider any other business which may have been notified 14 days in advance including any business which under the terms of these rules can only be transacted at a General Meeting.
7. Extraordinary General Meeting
Extraordinary General Meetings may be called for any purpose on the written request of at least 25% of the membership of the Association or at the request of the Committee. Seven days’ written notice of an Extraordinary General Meeting must be issued to all members stating the business to be discussed at the meeting, the date, time and place all of which are to be determined by the Secretary after consultation with those calling the meeting the Committee’s decision but otherwise the Committee’s decision shall be final.
8. Conditions governing all General Meetings
8.1.1 A quorum at each meeting shall be no less than 12 members present and entitled to vote.
8.1.2 If a quorum does not exist within 10 minutes of the meeting being called to order, the meeting shall be adjourned to such date, time and place as the members present at that meeting shall determine and for which written notice shall be issued to all members of the Association on at least 14 days notice. If at the reconvened meeting a quorum is still not present then those persons present and entitled to vote shall constitute a quorum.
8.2 Any resolution to be discussed at a meeting shall require a proposer and a seconder and shall be discussed and voted upon in accordance with the procedures customary at such meetings as set out in clause 8.3 below.
8.3.1 Decisions at all meetings shall be reached by a show of hands, secret ballot or by any other means that the meeting shall determine, each member present having one vote. In order for any resolution to pass, a simple majority is required.
8.4.1 In the event of the Chairman of the Committee not being present the Deputy Chairman shall chair the meeting. In the event of neither being present then a Chairman for the purpose of the meeting shall be elected at the beginning of that meeting by a simple majority but must be a member of the current Committee.
9.1 The Committee shall consist of such representatives of the members of the Association as shall be elected at the Annual General Meeting under Rule 6.2.
9.2 At the first meeting of the Committee, the Committee shall elect a Chairman, Vice- Chairman and Treasurer. The remaining Committee members will be allocated specific roles.
9.3 The Committee shall meet at least 6 times a year.
9.4 The Committee may ask members of the Association to attend to discuss business but they shall have no vote.
9.5 In the event of any Committee members being unable to continue in their position then the Committee may co-opt a representative of any member of the Association to fill a casual vacancy in the membership of the Committee and may also co-opt up to 3 representatives of members of the Association on to the Committee. Co-opted members shall hold office as members of the Committee until the next Annual General Meeting.
9.6 In its management of the affairs of the Association the Committee shall have no powers to do any of the following unless passed by resolution at an AGM or after a vote at an extraordinary meeting of the members:
9.6.1 borrow money on behalf of the Association;
9.6.2 fix subscriptions;
9.6.3 employ any person to work for the Association as an salaried employee provide such appointment is not in breach of clause 9.7 below.
9.6.4. amend these rules;
9.6.5 dissolve the Association.
9.7 Members of the Committee shall receive no remuneration for so acting (but a paid Secretary under Rule 10 who is also an elected member of the Committee shall not be disqualified from receiving his or her remuneration for acting as paid Secretary).
9.8 If insufficient votes are cast to carry a resolution of the Committee then the Chairman of the meeting shall have the deciding vote.
9.9 All Committee members are expected to attend at least 75% of any Committee meetings called. Absence will be accepted at the discretion of the Committee provided adequate notice is given. Should a Committee member fail to attend more than 25% of the Committee meetings without giving notice of the reason why, the Committee is entitled to remove that Committee member from its position.
9.10 Every Committee member undertakes to keep any business discussed at any Committee meeting and/or vote taken completely confidential. Each Committee member also acknowledges that the information and details of any of the members is subject to the Data Protection Act and cannot and shall not be disclosed under any circumstances without the prior written consent of the member.
9.11. If a Committee member breaches any of its duties or if the Committee believes that a specific Committee member is not working in the interests of the SNBA or in the opinion of the committee brings the SNBA into disrepute, then it is within the power of the Committee to remove that Committee member by a simple majority vote.
10.1 The Committee may engage the services of (but not employ under a contract of employment) a paid Secretary for a period of no more than one year at a time on such terms as to remuneration as the Committee thinks fit.
10.2 A paid Secretary need not be a member of the Association.
10.3 Unless a paid Secretary is elected to the Committee (and not merely co-opted) a paid Secretary may attend all meetings of the Committee but shall have no vote.
10.4 At any time when the Association has no paid secretary, the Committee shall designate one of its members to act as unpaid Secretary of the Association.
11.1 The financial year of the Association shall run from the 1st February to the end on the 31st day of January in each year.
11.2 The Committee shall make such rules as it considers necessary and expedient to ensure that funds due to the Association are collected and that funds belonging to the Association are safeguarded.
11.3 It shall be the responsibility of the Treasurer to ensure that proper books of account are maintained for the Association and that the accounts are balanced to the end of the financial year and independently examined before presentation to the Annual General Meeting.
If at any General Meeting a resolution for the dissolution of the Association is passed by a majority of two thirds of the members present and entitled to vote then the Association shall be dissolved and after the discharge of all liabilities the remainder of its funds shall be distributed to such organisation or organisations with objects broadly similar to those of this Association as the meeting shall decide.
13. Alteration of this Constitution
Any provision of this Constitution may be amended by a General Meeting of the
Association only with the approval of two thirds of those present and entitled to vote provided that no amendment may be made to Rule 1, Rule 12 or this Rule (13).