Constitution
1. General
Nottingham Writers’ Studio Limited (“NWS”) is a group of writers formed into a Private Limited Company with a voluntary Board of Directors (“the Board”) elected from amongst the membership.
2. Objects
The objects of NWS will be to:
- Provide workspace for writers
- Provide meeting space and resources for writers
- Generate, support, and facilitate literary activity in Nottingham
3. Powers
In order to achieve its aim NWS may:
- Raise money
- Open and operate bank accounts
- Acquire and run buildings
- Take out insurance
- Employ staff
- Organise courses and events
- Do anything which is lawful which will help it to fulfill its objects
4. Membership
4i. Membership of NWS will be open to any individual over eighteen without regards to disability, political or religious affiliation, race, sex or sexual orientation who is:
- engaged in writing for publication, or working seriously towards writing for publication, and can provide evidence of their commitment and intent if required
- willing to abide by the rules of NWS
- willing to pay any fees agreed by the Board
- willing to provide evidence of identity as required for validating their membership
4ii. The membership of any member may be terminated for good reason by the agreement of the Board. The member concerned shall have the right to be heard by an appeals panel convened by the Board - accompanied by a person of his or her choosing - before a final decision is made.
4iii. The Board has the power to alter conditions of membership and tenancy, and may introduce new forms of membership and varied rates of subscription. The Board has the power to draw up and enforce tenancy agreements, determine the validity of tenancies according to NWS’s objects and aims, and revise tenancy rates.
5. The Board
5i. The Board will consist of not less than 4 and not more than 8 members in total, of whom three will hold the offices of Chair, Secretary and Treasurer.
5ii. Anyone who has continuously been a member for more than 12 months may nominate his- or herself to stand for the Board. Any nomination will require a seconder. If more candidates are nominated than there are vacant places then the chair will conduct a secret exhaustive ballot to fill the places available.
5iii. Board members will serve for a term of three years. The three longest-serving Board members or one-third of the Board, whichever the smaller number, will step down at each AGM, but each may offer his- or herself for re-election to serve a maximum of two full terms in total.
iv. The Board may temporarily fill by mutual agreement and without election amongst NWS’s full membership any vacancy arising on the Board from amongst NWS’s members. This person would be a Board member until the next AGM, when he or she could choose to stand for a maximum of two terms as an elected Board Member.
5v. The Board may co-opt persons having special knowledge or experience, provided the number of co-opted members does not exceed one third of the current number of Directors on the Board. They will hold office until the AGM following their co-option.
5vi. Any Board member who resigns from NWS, has their membership revoked or has membership fee arrears of more than 90 days will be deemed to have forfeited all rights to serve on the Board and they will be removed as a Director of NWS.
5vii. Any member in a paid contract for services with NWS will not be deemed eligible to stand for the Board on grounds of potential conflict of interest for the duration of that contract, and in accordance with clause 4 of NWS’s Memorandum of Association. Any existing Board member applying for or taking on any paid contract with NWS will, by majority decision of the remaining Board members and depending on the nature, size and length of the contract, either (a) be required to resign from the Board prior to taking up the contract or (b) retain the responsibilities of a Director whilst suspending any voting right or attendance at meetings or parts of meetings in which any matters pertinent to their work or financial benefit might be discussed.
5viii. All official communication from the Board to members, such as for notice of meetings, shall be by email unless by another means by prior arrangement.
6. Annual General Meeting
6i. There will be an Annual General Meeting held in February each year or at an appropriate point within six months following NWS’s financial year end in November.
6ii. AGMs will be called by the Board. The Secretary will give at least 21 days’ notice to all members of NWS, with an agenda and papers circulated at least 10 days prior to the meeting. All paid up members of NWS will be entitled to attend and vote at the meeting.
6iii. The Qurom for the meeting will be ten paid up members of NWS or one-tenth of our total eligible membership on the date that the meeting was called.
6iv. The Board will present the report and accounts of NWS for the preceding year.
6v. There will be an election to fill any Board vacancies, which will run for a term of three years.
6vi. Following this (or at the first subsequent Board meeting) there will be an election of the offices of Chair, Secretary and Treasurer from amongst the new and existing Board members. These offices will have immediate effect and will run until the next AGM.
7. The Board’s Officers
7i. The offices of Chair, Secretary and Treasurer elected by members at the AGM may be passed to different Board members by mutual agreement at subsequent Board meetings without further recourse to the full NWS membership.
7ii. The duties of the Chair shall include
- Chairing meetings of the Board and NWS
- Representing NWS at functions/meetings that the Group has been invited to
- acting as the spokesperson of the Group when necessary
- ensuring the functionality of the Board
- ensuring by oversight or delegation appropriate management of any person contracted to work for NWS
7iii. The duties of the Secretary shall include
- keeping a membership list
- preparing in consultation with the Chair the agenda for Board/NWS meetings
- taking, disseminating and keeping minutes of all meetings
- collecting and circulating any relevant information within the Group
7iv. The duties of the Treasurer shall include
- supervising the financial activities of the Group
- keeping proper accounts that show all monies received and paid out by the Group
- ensuring any financial obligations required by NWS’s status as a Private Limited Company are met
8. Board Meetings
8i. The Board will hold at least four ordinary meetings in each year and may hold other ordinary meetings as required. A special meeting may be summoned at any time by the Chair, or any other three elected Board members; notice of not less than 10 days must be given to all members, stating the business to be discussed.
8ii. The quorum will be one third of the current number of Board members.
8iii. In the absence of the Chair the members present will choose one of their number to chair the meeting before any business is discussed.
8iv. Every matter will be decided by a majority vote of the Board members present. In the case of equal votes on any decision the Chair of the meeting will have a second or casting vote.
8v. The Board shall keep minutes of the proceedings at the meetings of the Committee.
8vi. If a member misses more than 3 meetings without giving their apologies they may be asked to resign from the Committee.
9. Property and Income
9i. The funds of NWS including all donations and contributions will be paid into the account operated by the Board. All cheques drawn on the account must be signed by at least two members of the Board.
9ii. The property and income of NWS will only be used to achieve the objects of NWS.
9iii. The Board will keep accounts of the property, assets and transactions of NWS and arrange for the accounts to be examined at least once a year by an appointed independent examiner or auditor.
9iv. The Treasurer shall submit a statement of the past year’s accounts at the AGM.
10. Alterations to the Constitution
Any alterations to this constitution must be proposed in writing to the Secretary not less than 21 days prior to an AGM or other meeting called specifically for this purpose to which all NWS members have been invited. The secretary must circulate details of the proposed amendments, including specific wording, to all members not less than 10 days before the meeting. Any changes will need the agreement of not less than two thirds of all the members present at the meeting.
11. Dissolution
If the Board by a majority decide at any time for any reason it is necessary or advisable to dissolve NWS either as a Private Limited Company or as a membership organisation it will call a meeting of all the members giving not less than 21 days’ notice of the meeting, such notice to include the proposed reasons for dissolution. If the proposal is confirmed by a two-thirds majority of the members present, the Board will have the power to release assets held on behalf of NWS. The Board may also act executively in order to comply with its financial and legal responsibilities. Any assets remaining after debts or liabilities have been paid will be given or transferred to other charitable organisations having similar objects to NWS or shall be returned to the relevant funding agencies.
This constitution was adopted on the date mentioned below by the persons whose names, addresses, and signatures appear at the bottom of this document, at a meeting of the full membership of NWS.
Date adopted: 3rd May 2006
Date revised: 11th October 2007
Second revision: 19th March 2009
