Our Constitution

CONSTITUTION OF THE QUAKERS AND BUSINESS GROUP

as amended by Resolutions passed at the Annual General Meeting on 24 April 2010

1. NAME

The name of the organisation shall be the "Quakers and Business Group."

2. OBJECTS

The objects of the organisation are to promote Quaker principles particularly in the context of business and the workplace.

3. POWERS

1. 1. In furtherance of the foregoing objects but not further or otherwise the organisation shall have the power to promote and support the following activities in its name:

      1. Power to hold conferences, workshops, seminars, tutorials and similar such events providing opportunity for teaching, discussion and development of issues related to the aims of the organisation;

      2. Power to provide counselling, advice, guidance or other support services to businesses and Quaker organisations;

      3. Power to publish books, magazines, booklets, leaflets, articles, compact discs, web sites and similar such materials, whether printed on paper or transmitted by other media, on issues related to the aims of the organisation;

      4. Power to make agreements with authors, lecturers, teachers, publishers and other relevant persons;

      5. Power to purchase, acquire and maintain interest in the copyright of or right to use written works, videos, tapes, books, compact discs, web sites or other media which can be used or adapted for the objects of the organisation;

      6. Power to promote and carry out, or assist in promoting and carrying out, research, surveys and investigations and publish the useful results thereof for the benefit of the public.

1. 2. In furtherance of the foregoing objects, but not further or otherwise, the organisation shall also have the following powers:

      1. To raise funds and to invite and receive contributions provided that in raising funds the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

      2. To buy, take on lease or in exchange or accept by way of gift, whether subject to any trust or not, any property necessary for the achievement of the objects and to maintain and equip it for use;

      3. To invest the moneys of the organisation not immediately required for the objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law;

      4. To construct, maintain and alter any buildings or erections necessary or convenient for the work of the organisation;

      5. Subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;

      6. Subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;

      7. To reimburse trustees their properly incurred and recorded expenses incurred in the course of their duties;

      8.  

      9. To enter into arrangements with governments or authorities (supreme, municipal, local or otherwise) or any corporation or company or persons who may be necessary to the attainment of the organisation's objects and to obtain from any such authorities such charters, contracts, rights, privileges, and concessions as the organisation may require;

      10. To establish, subsidise, promote, co-operate or federate with, affiliate or become affiliated to, act as trustees or agents for, or manage or lend money or offer other assistance to any association, society or other body corporate or not corporate established for charitable purposes only, or which if corporate undertakes to apply all its profits for charitable purpose;

      11. For the purpose of promoting any objects of the organisation, to co-operate with manufacturers, dealers or other traders and with the press and other sources of publicity;

      12. To employ and pay such staff (who shall not be members of the Management Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

      13. To co-operate with other charities, voluntary bodies and statutory authorities, operating in furtherance of the objects or of similar charitable purposes, and to exchange information and advice with them;

      14. To establish or support any charitable trusts, associations or institutions formed for all or any of the objects;

      15. To appoint and constitute such advisory committees as the Management Committee may think fit;

      16. To collect and disseminate information on all matters affecting the objects and exchange such information with other bodies having similar objects whether in this country or overseas;

      17. To do all such lawful things as are necessary for the achievement of the objects.

4. MEMBERSHIP

   1. Membership of the Charity shall be open to:

      1. Any person over the age of 18 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Management Committee;

      2. Any body corporate or unincorporated association which is interested in furthering the Charity’s work and has paid the annual subscription laid down from time to time by the Management Committee; such organisation then having responsibility to nominate a person to represent it at meetings of the Charity, the name of such person to be advised to the Clerk prior to such person attending any such meeting.

   2. The Management Committee shall:

      1. Approve or reject applications for membership;

      2. For good and sufficient reason terminate the membership of any individual or organisation provided that the individual member concerned, or the individual representing such organisation, shall have the right (accompanied by a friend if requested) to be heard by the Management Committee before a final decision is made.

5. NOMINATIONS COMMITTEE

   1. There shall be a Nominations Committee consisting of not more than six members of the Quakers and Business Group, with two appointed in rotation each year for a three-year term.

1. 2. The Nominations Committee shall nominate the honorary officers, all members of the Management Committee and the Elders.

   3. The Nominations Committee may also nominate a Clerk Emeritus, where the provisions of 6(c) are fulfilled.

   4. Those persons nominated by the Nominations Committee shall be appointed by the Annual General Meeting which shall retain the right to decline any nomination made and to ask the Nominations Committee to bring forward other names for consideration.

6. THE MANAGEMENT COMMITTEE

   1. The Management Committee shall consist of four honorary officers listed at 6(b), and up to five additional members, as shall be nominated from time to time by the Nominations Committee, and up to two co-opted members as shall be appointed under paragraph 6 (n).

   2. The honorary officers shall be:

      1. Clerk, who shall also act as chairperson when required by law to do so

      2. Assistant Clerk, who shall act as correspondence secretary and who shall convene all meetings of the Management Committee, Annual General Meetings and Extraordinary General Meetings;

      3. Second Assistant Clerk

      4. Treasurer;

1. 3. Where the Clerk has completed one or two triennia, as the case may be, and is willing to continue to serve, s/he may be appointed Clerk Emeritus, with the sole duty of acting as Clerk of the Annual General Meeting.

   4. There shall be up to three Elders who shall act as guardians of the constitution and the Group’s purposes. They may attend and speak at all meetings of members or officers but are not formal committee members.

   5. All members of the Management Committee including the honorary officers, and the Elders, shall be appointed by the Annual General Meeting for a term of three years subject to earlier death or resignation and shall be eligible for re-appointment, provided that an individual shall serve for a maximum of two consecutive full triennial terms, except the Elders who may serve for three consecutive full triennial terms but may not serve thereafter in any Group office until one year has elapsed. A third of the Management Committee shall be so appointed each year.

   6. On the first occasion when such appointments are made the Nominations Committee shall nominate all members but shall in doing so ensure that one third their number shall be in office for one year, one third for two years and one third for three years, which persons to be nominated for which period to be left to the Nominations Committee to decide.

   7. Casual vacancies in the Management Committee that may arise from time to time shall be filled by the Nominations Committee and shall serve for such periods as to complete the vacant triennium. The appointment shall be approved at the next Annual General Meeting and on completion of a vacant triennium the appointee shall be eligible for appointment for only one full triennium term;

   8. The Management Committee shall meet at least twice a year.

   9. At any meeting of the Management Committee a quorum shall consist of the greater of one third of the membership of the Management Committee or three members.

   10. The Management Committee shall conduct its business according to the principles and practices of the Religious Society of Friends. In particular, the Clerk, or one of the Assistant Clerks, shall prepare a minute recording the decisions and feelings of the meeting and read it out to the meeting for approval.

   11. Subject to these rules the Management Committee shall be responsible for the running of the organisation and shall be responsible for the raising and disbursing of necessary funds to carry out the objects hereof provided that no permanent trading activities shall be undertaken in raising such funds.

   12. The Management Committee shall appoint sub-committees and working groups from amongst its members (or by co-option of other persons) as may from time to time be needed provided that all acts and proceedings of any such sub-committee shall be reported back to the Management committee as soon as possible.

   13. The Management Committee shall have power in accordance with the procedure set out in paragraph 4(b) hereof to expel any member of the Management Committee provided that an expelled member of the Management committee may appeal to the Annual General Meeting or to an Extraordinary General Meeting that shall decide the matter.

   14. The Management Committee shall have the power to co-opt up to two further members, each for a period of no more than three years provided that the co-opted person shall not have vacated a triennium appointment within the last year and may not be co-opted for more than two successive three year periods.

   15. A member of the Management Committee shall cease to hold office if he or she:

       1. Is disqualified from acting as a member of the Management Committee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

       2. Becomes incapable by reason of death, mental disorder, illness or injury of managing and administering his or her own affairs;

       3. Is absent without the permission of the Management Committee from all its meetings held within a period of twelve months and the Management Committee resolves that his or her office be vacated, such decision to be confirmed or reversed at the next Annual General Meeting;

       4. Notifies to the Management Committee a wish to resign (but only if at least three members of the Management Committee will remain in office when the notice of resignation is to take effect).

7. MANAGEMENT COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED

No member of the Management Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Management Committee) in any contract entered into by the Management Committee.

8. ADMINISTRATION

The Charity and its property shall be administered and managed in accordance with this constitution by the members of the Management Committee constituted by paragraph 6 of this constitution.

9. STAFF

   1. The Management Committee shall have power to appoint (and to dismiss) such staff (full-time or part-time) as the Management Committee may from time to time think fit.

   2. Staff shall receive such reasonable remuneration and conditions of service or contract as the Management Committee from time to time determine.

   3. Staff employed by the organisation may be invited to attend meetings of the Management Committee, attend Annual General Meetings and Extraordinary General Meetings and to give such advice as the Management Committee or the Annual General Meeting or Extraordinary General Meeting shall require but staff may be asked to leave meetings for certain items at the Management Committee or Meeting's discretion.

10. FINANCES

    1. The organisation shall maintain a bank account or bank accounts at such banks as the Management Committee may from time to time decide and cheques shall be signed by the Treasurer and not less than one other member of the Management Committee authorised so to do by the Management Committee.

    2. The funds belonging to the Charity shall be applied only in furthering the objects.

    3. The Treasurer shall be responsible to the Management Committee for the general finances of the organisation and shall report on the financial situation at each Management Committee Meeting either in person or in writing. Such reports shall be in any form the Management Committee deems appropriate.

11. PROPERTY

    1. Subject to the provisions of sub-clause ii) of this clause, the Management Committee shall cause the title to:

       1. All land held by or in trust for the charity which is not vested in the Official Custodian for Charities;

       2. All investments held by or on behalf of the Charity;

to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by the Management Committee as holding trustees. Holding trustees may be removed by the Management Committee at its pleasure and shall act in accordance with the lawful directions of the Management Committee. Provided they act only in accordance with the lawful directions of the Management Committee, the holding trustees shall not be liable for the acts and defaults of its members.

1. 2. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Charity, the Management Committee may permit any investments held by or in trust for the Charity to be held in the name of a clearing bank, trust corporation or any stock-broking company which is a member of the London Stock Exchange (or any subsidiary of any such stock-broking company) as nominee for the Management Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

12. ACCOUNTS

The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

1. 1. The keeping of accounting records for the Charity;

   2. The preparation of annual statements of account for the Charity;

   3. The auditing or independent examination of the statements of account of the Charity;

   4. The transmission of the statements of account of the Charity to the Charity Commission.

13. ANNUAL REPORT

The Management Committee shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report for presentation to the members prior to its transmission to the Charity Commission.

14. ANNUAL RETURN

The Management Committee shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return for presentation to the members prior to its transmission to the Charity Commission.

15. MEETINGS

    1. An Annual General Meeting shall be held once a year and 21 days notice in writing thereof shall be circulated by the Clerk by post or electronically to all members. Members may attend the Annual General Meeting or any Extraordinary General Meeting. The business of the Annual General Meeting shall be to adopt the annual report and statement of accounts, to appoint the Nominations Committee and the Management Committee, to appoint the independent examiner for the ensuing year and to transact such other business as may be necessary.

    2. An Extraordinary General Meeting must be convened at the request in writing to the Clerk, signed by no fewer than ten members or the whole membership, whichever is the smaller. Notice of an Extraordinary General Meeting shall be circulated by the Clerk by post or electronically to all members not less than 14 days prior to the meeting and shall set out the purpose for which the meeting has been called.

    3. A total of twelve members present at an Annual General Meeting or Extraordinary General Meeting shall comprise a quorum unless there shall be less than fifty members when one quarter of their number shall comprise a quorum.

    4. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

    5. The Clerk or such other person as shall be appointed by the Meeting shall keep a full record of proceedings at every general meeting of the organisation.

16. NOTICES

Any notice required to be served on any member of the organisation shall be in writing or electronically and shall be served by the Clerk on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within five days of posting.

17. AMENDMENT OF RULES

Any one or more of these rules may be amended in accordance with the feeling of the meeting at any Annual General Meeting or at an Extraordinary General Meeting called for that purpose provided that:

1. 1. Any proposed amendment to the Objects (Clause 2) or Powers (Clause 3) shall not be put to the Annual General or Extraordinary General Meeting until it has been approved in writing by the Charity Commission;

   2. In the notice convening such a meeting details of the proposed amendments shall have been given;

   3. No amendment shall be made to these rules that shall have the effect of the organisation ceasing to be a charity at law

       

2. WINDING UP

If the organisation ceases to exist or it shall be decided by resolution at an Annual General Meeting or Extraordinary General Meeting to wind it up, the net assets after payment of all liabilities shall be transferred to Britain Yearly Meeting of the Religious Society of Friends and shall be used for the advancement of religion and the advancement of education according to the principles and practices of Britain Yearly Meeting of the Religious Society of Friends in Britain.