ISBE bye-laws

Institute for Small Business and Entrepreneurship

BYE-LAWS

Revised and adopted at ISBE Board Meeting 15/03/2017

Membership

1a)     All persons or bodies corporate showing a constructive interest in the affairs of the small business sector and in entrepreneurship shall be eligible to apply for membership of the Institute;

1b)     It shall be entirely at the discretion of the Trustees whether any such applicant shall or shall not be admitted to membership. The decision of the Trustees as to the admission of any applicant to membership shall be final. However, the Trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

1c)     The name and address of every person or body admitted to membership shall be entered in the Register of members and notification of admission shall thereupon be given to the member.

2)        Membership of the Institute shall not be transferable or transmissible.

Cessation of Membership

3)        Any member may resign by filing a written resignation to the Institute. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued

4)        A person who ceases to be a member shall remain liable for any annual subscription or other moneys which may be due from him or her to the Institute under the Companies Act, Articles or bye-laws at the time of his or her ceasing to be a member and for any sums which may thereafter become payable under the Memorandum and Articles of Association.

Subscriptions

5a)     The subscriptions payable by members shall be fixed for the year during the course thereof by the Trustees. Subscriptions shall be paid to the Treasurer of the Institute at any designated offices of the Institute. The Trustees may from time to time waive payment in whole or in part of any subscriptions.

5b) Such subscriptions shall be annual subscriptions payable in advance and the full amount of any subscription shall be payable by a member in respect of a full year’s membership (not according to the anniversary of admission):

i) where a person becomes a member during the period in respect of which a subscription is payable;

ii) where a person ceases to be a member before the end of a period in respect of which a subscription is payable.

The Board of Trustees

6)        The Trustees shall constitute a Board for the management of the affairs of the Institute. The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to all staff and committees. The board shall, as a best practice approach, i.e. that it’s considered to be necessary or expedient for the proper conduct and management of the charity, have up to 16, but not fewer than 12 directors. The board receives no compensation, except as permitted by the articles.

All board members shall serve three-year terms, but are eligible for re-election for up to two consecutive terms.

The President and other Officers of the Institute shall serve for two years in their Executive roles. They can then stand for a further period of two years after that if they so wish.

The immediate past President is expected to attend Board meetings for a period of one year in an advisory non-voting capacity.

The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance. A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.

7)        No person shall be eligible to be a member of the Board of Trustees unless he or she shall be a member of the Institute or a representative duly authorised by a corporation, which is a member of the Institute. Normally, the Board of Trustees should not consist of more than  one employee at a particular organisation and/or institution at any point in time. This applies to the organisational affiliation at the time of election to the board, and not to any subsequent changes in affiliation while serving as an ISBE trustee.

8)        In addition, resignation from the board must be in writing and received by the Treasurer / Secretary (ex-officio). A Board member shall be terminated from the board due to absence without the permission of the directors from all their meetings held within a period of six consecutive months and the directors resolve that his or her office be vacated.

A board member may be removed for other reasons by majority of two-thirds vote of the remaining Board of Trustees. In such instances, the Board member in question will be formally written to by a member of the Executive and informed of this decision.

9)        Not less than five weeks prior to the date of the Annual General Meeting each year, the Trustees shall issue to every member of the Institute, a list of duly qualified persons whom they nominate as members of the Board of Trustees.

There shall be printed on the list, a summary of the Articles and Bye-laws relating to the election of Trustees, and a date (which shall be not less than 20 days prior to the Annual General Meeting) on or before which nominations by members must be received at the Institute’s offices.

10)     Two or more members may nominate any other duly qualified member for election as a Trustee by delivering such nomination in writing to the offices of the Institute together with the written consent of such person to accept office if elected. Such nomination shall specify the name, address and occupation of the candidate.

11)     If the number of candidates duly nominated for election as Trustees does not exceed the number of vacancies, the persons so nominated shall be deemed and declared to be elected at the Annual General Meeting. In other cases an election by ballot shall be held, at the Annual General Meeting.

The Officers of the Institute

12)     The Trustees shall appoint from their number a President, a Deputy President, Vice-Presidents, Secretary (ex-officio) and Treasurer, Their duties are as follows:

The President shall act as Chairperson of all the meetings of the members and of the Board of Trustees and as such shall have a casting vote when all other votes are equal.

The Deputy President shall support the President and deputise as required. It is expected, but not mandatory, that the Deputy President will become President upon the completion of the term of the current President. Where a Deputy President also serves as a Vice-President, the latter role will cease if and when the Deputy President becomes President. Candidates for the role of Deputy President will be invited from the ISBE Board. The Deputy President will be identified and appointed within one year of the appointment of the President.

The Vice-Presidents shall chair committees on special subjects as designated by the board. A Vice-President in the absence of the President may perform the duties and exercise the powers of the Chairperson and shall perform such other duties as may be prescribed by the Board of Trustees.

The Secretary (ex-officio) who may be co-opted from the Institute’s staff shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

The Treasurer shall make a report at each board meeting. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

13)     Any such officer may be removed from office at any time by the Institute in General Meeting or by the Board of Trustees.

14)     Elected officers will retire under rotation in accordance with Article 6 of the bye-laws. It is considered to be in the best interest of the charity for the officers of the Institute to serve a minimum term of two years and, in the event of a retirement by rotation prior to the term, that director should be automatically nominated for re-election.

The Executive Committee

15)     The Executive Committee will consist of the President, Deputy President, Vice Presidents, Treasurer, Secretary (ex-officio) and such other members as the Board shall appoint. A retiring President will be expected to attend for one year. The Committee shall itself decide how it will allocate responsibilities to individual members and any sub committees drawn from its own membership and any other Board members and members of the Institute.

16)     The quorum for any meeting of the Executive Committee shall be forty percent of its membership, including the President, at the time of the meeting.

Members of the Executive Committee may participate in a meeting of the Executive Committee from separate locations by means of conference telephone or other communication equipment, which allows those participating to hear each other, and shall be entitled to vote or be counted in the quorum accordingly.

17)     The Committee’s Terms of Reference are:-

  1. Except for the power to amend the Articles of Association and by-laws, the Executive Committee shall have all the powers and authority of the board of Trustees in the intervals between meetings of the board of Trustees, and is subject to the direction and control of the full board.
  2. To report to each meeting of the Board on action and decisions it has taken since the last meeting of the Board.

Proceedings of the Board of Trustees

18)     The Board of Trustees may meet together for the dispatch of business, adjourn and otherwise regulate as it thinks fit. A quorum shall not be less than forty percent of their number or two Trustees, whichever is the greater, of which one shall be the President, a Vice-President, or the Treasurer, in the interests of proper conduct and management of the Institute. Questions arising at any meeting shall be decided by a majority of votes except for business outlined in Byelaw 23. In case of an equality of votes the Chairperson shall have a second or casting vote.

19)     In normal circumstances trustees should not benefit financially from their involvement in the Institute. In exceptional circumstances contracts may be awarded to a trustee or an organisation employing a trustee or an organisation in which a trustee is a shareholder in accordance with Article 6, but only following a unanimous vote in favour at a meeting of the Board of Trustees.

20)     A member of the Board may, and on the request of a member of the Board of Trustees the Secretary (ex-officio) shall, at any time summon a meeting of the Board of Trustees by notice served upon forty percent of members of the Board of Trustees. A member of the Board who is absent from the United Kingdom shall not be entitled to notice of a meeting.

21)     The President or in his/her absence a Vice-President shall preside at all meetings of the Board of Trustees. In the absence of the President and the Vice-Presidents the members of the Board present shall choose one of their number to be Chairperson of the meeting.

22)     A meeting of the Board of Trustees at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the Regulations of the Institute for the time being vested in the Board generally.

23)     The Board may delegate any of their powers to committees consisting of such member or members of the Board as they think fit, and any committee so formed shall in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board. The meetings and proceedings of any such committee shall be governed by the provisions of these presents for regulating the meetings and proceedings of the Board of Trustees so far as applicable and so far as the same shall not be superseded by any regulations made by the Board.

24)     The Board shall cause proper minutes to be made of all appointments of officers made by the Board and of the proceedings of all meetings of the Institute and of the Board of Trustees and of committees of the Board and all business transacted at such meeting, and any such minutes of any meeting, if purporting to be signed by the Chairperson of such meeting or by the Chairperson of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

Amendments

25)     These bye-laws may be amended when necessary by a simple majority vote of the Board of Trustees. Proposed amendments must be submitted to the Treasurer/Secretary (ex-officio) to be sent out with regular board announcements.

Any queries regarding the Institute’s bye-laws should be addressed to info@isbe.org.uk in the first instance.