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| WOMEN IN ENTERPRISE - CONSTITUTION |
| 1. The Association The Association is known as Women in Enterprise. 2. Definitions Women in Enterprise is a non-profit making organisation. 3. Objects of the Association The objects of Women in Enterprise are to provide:- a. a forum for business women and men to get together, exchange experiences and give support; b. a means of developing a local presence as a business group, maintaining and extending business contacts, and encouraging business referrals; c. various membership benefits, as determined by the committee from time to time; d. a forum for business women and men to publicise their achievements and discuss issues that affect business owners; e. information and training programmes, as determined by the committee from time to time; f. specialist speakers; g. social activities from time to time and an appropriate social meeting place. 4. Membership a. Full membership of Women in Enterprise is open to women and men who run or are planning to run their own business and/or who are in a decision-making position within a business; full membership is also open to women and men who are supporters or advisers of such women and men. b. All full members will pay subscriptions on an individual basis and/or a corporate basis in the amount as determined by the committee from time to time. c. Any firm, partnership, limited liability partnership, company, association, local education authority or other corporate body, may be a corporate full member. d. Corporate members may also become sponsors by contributing a minimum amount agreed annually by the committee. 5. The Committee a. The committee has the right, for good and sufficient reason, to refuse an application for membership or withdraw the membership of any member, provided that the applicant or member (or, in the case of a corporate member, a single representative as nominated by the corporate member from time to time) has the right to be heard by the committee before a decision is made. b. Where a vacancy on the committee arises during the term of office, the replacement for any committee member may be co-opted by the remaining committee members without reference to the members of the Association as a whole. Such a co-opted member may only remain in office for the remainder of the period that the outgoing member had left to serve. Alternatively, if they wish, the committee may leave the seat empty until the next Annual General Meeting (“AGM”). c. Continuing membership of the committee depends on each member performing a positive role to promote the unity of the association. The committee may remove from office any committee member who is not performing their respective duties in a way that is beneficial to the association. The committee may also remove from office any committee member who fails to attend and participate in three consecutive committee meetings without good reason. d. Should this become necessary, the committee may re-allocate the removed committee officers’ positions amongst elected committee members during the year in question. 6. Organisation a. Committee: the committee shall consist of at least 7, and not more than 14, full members;. At the first committee meeting following the AGM (see paragraph 8 below), the committee shall elect one of its number to the office of Vice President. b. Quorum: five individual committee members present in person or via a telephone link constitute a quorum. c. Term of office After two years service, all committee members must offer themselves for re-election at the next AGM. The nominee for President will have served at least one year on the committee at some point during the five years preceding his/her nomination and appointment. d. Nominations All nominations for all elections are to be received by the committee in writing, 21 days before the annual general meeting, and must have the consent of the person nominated, who themselves must be a full member. If vacant committee positions are not filled, full members of Women in Enterprise may be co-opted onto the committee without reference to the members of the association as a whole. 7. Sponsorship Funding Women in Enterprise, whilst accepting sponsorship funding, remains independent at all times. 8. AGM a. 28 clear days notice is to be given to full members of an AGM. This notice will include the date, time, place and agenda and any proposed alterations to the constitution. The AGM is held each year within 15 months of the date of the previous years AGM. b. The business of the AGM is: (i) to approve the minutes of the previous AGM; (ii) to receive any correspondence relevant to the meeting; (iii) to receive the balance sheet and statement of accounts of Women in Enterprise; (iv) to fill vacant committee positions by electing new committee officers for the ensuing year; (v) to consider any other business where the relevant notice has been given in writing to the committee at least 21 days before the AGM. c. All questions arising at the AGM are decided by a simple majority of those full members present and entitled to vote. Each individual full member shall have one vote and each corporate member’s/sponsor’s single representative shall have one vote. No full member shall exercise more than one vote, except where they have also been appointed to represent another full member/sponsor, having been appointed as the duly authorised proxy of another member/sponsor. d. In the case of any equality of votes in any circumstances, the President has a second or casting vote. e. Ten fully paid up full members together can constitute a quorum at the AGM, with no person present as part of the quorum representing more than one member, unless as a duly authorised proxy. f. Proxy Votes: a fully paid up full member who is unable to attend the AGM may cast his/her vote by appointing another full member as proxy, in writing and sending the original proxy to the President. The committee shall hold all proxy forms. g. A minute book is kept by the association, and the committee maintains a record of all committee proceedings and resolutions. 9. Financial a. The financial year shall run from the first day of April to the last day of March. b. Subscriptions are payable annually and in advance by each full member on or before each anniversary date of the full member’s membership. c. Women in Enterprise cheques are signed by any two named members of the committee. d. The accounts are audited by an independent professional firm of accountants. 10. Extraordinary General Meeting (“EGM”) a. An EGM may be called by the committee or by written request from not less than ten fully paid up full members –no member is entitled to sign any single request more than once, except where they have been appointed as a proxy to represent another full member. b. An EGM must be held within 60 days of the date of the original written request. Notice of the EGM must be given within 28 days of the date of the original written request and 28 clear days notice should be given for the EGM, including the date, time, place and the agenda, plus any proposed alterations to the constitution. c. The business of an EGM is solely the purpose for which it is convened and of which notice has been given. d. All questions arising at the EGM are decided by a simple majority of those full members present and entitled to vote. Each individual full member shall have one vote and each single representative of each corporate member/sponsor shall have one vote. No full member has more than one vote except where they are the duly authorised proxy of another full member. In the case of any equality of votes, the President has a second or casting vote. e. At an EGM, ten fully paid up full members constitute a quorum. No person present as part of the quorum will represent more than one member, unless as a duly authorised proxy. f) Proxy votes: a fully paid up full member who is unable to attend the EGM may cast his/her vote by appointing another full member, in writing as proxy, and sending the original proxy to the President. The committee shall hold all proxy forms. 11. Dissolution If, on the advice of its auditors, the committee at any time decides by a simple majority vote that, on the grounds of expense or otherwise, it is necessary or advisable to dissolve the association, it shall call a general meeting of all the members of the association who have the power to vote. The committee gives 28 days notice of such a meeting and states the terms of the resolution to be proposed. If such decisions are confirmed by a simple majority of those present and voting at this general meeting, the committee shall have the power to dispose of any assets held by or in the name of the association in any way that they see fit. |
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