1

The name of the organisation is “Perthshire Businesswomen’s Network”, referred to in this Constitution as, “PBN”.

2

The registered address of PBN is c/o Finlaysons Accountants, 4 Albert Place Perth, PH2 8JE

3

The aim of PBN is to advance the interests of businesswomen in Perthshire.

4

The objects of PBN are:

  • to provide a forum for discussion, development and networking
  • to enable businesswomen to share knowledge, skills and experience
  • to encourage members’ advancement in business through personal development
  • to exert influence in a professional manner in business circles and thereby to promote the advancement of women.

5

Membership of PBN will be open to women in business, pursuing a career in business, commerce, industry or the professions. Membership applications will be subject to ratification by the Committee. Successful applicants will be entitled to membership privileges following payment of the appropriate fees.

6

The Committee of PBN shall be a maximum of ten Committee members to include the Chairperson, the Vice-Chairperson, the Secretary and the Treasurer.

7

The affairs of PBN will be managed by a duly elected Committee, which has also the authority to make all decisions, with the exception of any matters excluded therefrom elsewhere in this Constitution, relating to the income and all heritable and moveable property of PBN

7.1

A resolution to wind up or to dissolve the Organisation must be approved and carried by the majority of the membership, either personally at the Special or Emergency General Meeting relating thereto or by written proxy to another member in attendance at that meeting or by returning their own decision of voting in writing and signed to the Secretary at least 2 clear weekdays, excluding Saturday, Sunday and public holidays, prior to the said meeting.

7.2

Following said winding up or dissolution of PBN and full satisfaction of all outstanding liabilities and debts, any remaining property or funds of the Organisation will not be paid to or divided among the membership. Said property or funds will be given, transferred or donated to an organisation, group, society or charity, to be decided as referred to hereafter. Notification of all outstanding property of PBN, following satisfaction of all outstanding debts and liabilities, will be given in writing by the Secretary to all fully paid up members with the notification of the Special/Emergency General Meeting re the winding up or dissolution of the Organisation. Said members shall be invited to nominate and return to the Secretary in writing their preferred nomination of organisation, group, society, or charity to which said funds should be given, transferred or donated. Thereafter, following full and careful consideration of all returned nominations, the committee shall decide to which nominated group, society, organisation or charity, which may be one or more in number, any outstanding funds shall be given, transferred or donated. The decision of the Committee shall be intimated to said members.

7.3

The Treasurer shall give written notification to all Committee members of the cumulative income and expenditure for the year of PBN on a monthly basis.

Should the balance of the total funds fall to £2,000 or such other sum deemed appropriate by the Committee, at any given time, the Treasurer shall immediately and within 7 days of the balance of the funds falling to £2,000 or such other sum which has been decided appropriate by the Committee give written notification to the Committee of said balance.

7.4

The accounts will be independently prepared and approved annually by a suitably qualified person or persons, as appointed by the members present at the AGM.

8

The Committee shall be elected by members at each Annual General Meeting of PBN. Individual Committee members may be elected at a Special General Meeting of PBN. The Committee will be entitled to co-opt members to the Committee until the following Annual General Meeting. Elected Committee members will be expected to indicate on or before the last day of October of their term of office whether or not they will consider a further term of office.

8.1

Retiring Committee members shall be eligible for re-election.

8.2

No more than 5 terms of Committee service may be served consecutively.

8.3

Former Committee members shall be eligible for re-election after the passage of one year.

8.4

The Committee reserves the right to invite or require the resignation of any serving Committee member who is unable to attend Committee meetings regularly or insufficiently to allow them to be fully conversant with the affairs of the Committee and to take an active part in the full business of the Committee.

8.5

The Committee may establish sub-committees as and when required, subject to any conditions the Committee may impose. A sub-committee shall be comprised of at least one member of the Main Committee plus any other fully subscribed appropriate members of PBN, co-opted by the Main Committee to that sub-committee. Each sub-committee shall be responsible to the Main Committee, and shall report through their elected Main Committee member to the Main Committee, following any sub-committee meeting, prior to or at the next Main Committee meeting.

Each sub-committee shall elect a Chairperson and take Minutes, which shall be reported to the Main Committee in person at the Main Committee meeting, failing which a full account of the Minutes and any necessary clarification thereon must be reported to the Main Committee before the date of the next Main Committee meeting.

9

Four Committee members are authorised to be signatories for banking facilities, two of whom must authorise any cheque or financial transaction.

10

The financial year shall end on 31st March.

11

Membership subscriptions shall be due from each member in such amount as is determined by the AGM for the year following. The payment of the subscription shall entitle the member to membership for a period of one year from the date of such payment, notwithstanding any increase in subscriptions during the course of that year. Renewal subscriptions shall be due on the anniversary of the member joining PBN.

11.1

For the purposes of clause 11 above, all members of PBN on 31st March 2014, shall be deemed to be due to pay subscriptions on 1st April in each year.

11.2

In the event of any member wishing to leave PBN, notice of their intention to do so should be given to the secretary prior to the date on which they are due to pay the next year’s membership subscription.

12

The Committee has the power, by a two-thirds majority; to expel a member for any conduct deemed detrimental to the good name of PBN. The member will be notified in writing of the grounds for any proposed expulsion. In the event of the member not accepting said proposed grounds for expulsion, that member shall have the right of appeal to a Special General Meeting of the Organisation and the member shall notify the Committee, in writing, of the full terms and reasons for the non-acceptance of said grounds. Thereafter the Committee shall call a Special General Meeting of the Organisation, at which meeting the said proposed grounds of expulsion and the reasons for the member’s non-acceptance thereof shall be given full and careful consideration by all fully subscribed members in attendance at said meeting. A Committee member and the member who is appealing any proposed grounds of expulsion may also address the meeting on matters relevant to the proposed expulsion. At the conclusion of the Appeal proceedings, the members present will vote on the proposed expulsion. A majority decision of those present shall be sufficient to establish or reject the grounds for the proposed expulsion.

13

A Special General Meeting may be called, either at the discretion of the Committee, or within fourteen days of the receipt by the Secretary of a request signed by 25% of the members stating the reasons for such a meeting.

14

Except in exceptional circumstances, of which the Committee will be the judge, the Annual General Meeting will be held within two months following the end of the financial year. Accounts are to be prepared annually as at 31 March and are to be available to members on request at the following AGM.

15

A Quorum for the Annual General Meeting and any other Special or Emergency General Meeting shall be 25% of the membership. 21 days written notice of said meetings will be given to each of the membership at the address as notified by them and held on record for them. The Quorum for a Committee meeting shall be five.

16

Each member may vote personally or by proxy. No member shall be entitled to vote at any meeting, unless all monies due to PBN by them have been paid in full.

Where Reciprocal membership has been granted to any Body or Association only 1 vote shall be granted to that Body or Association, irrespective of the agreed number of persons for that body or Association who may attend each of the meetings. Any one authorised member attending on behalf of said Body or Association may exercise the vote on behalf of said Body or Association.

Where Corporate membership has been granted to any Body, Association or Company, each person from said Body Association or Company who is included in the Corporate membership shall have the right to vote.

17

Every member of PBN is, during the period of membership, to be issued with a copy of the Membership Register. The current Constitution will be issued on request.

18

PBN, and the Committee members and members of PBN, while acting in an authorised capacity on behalf of PBN shall not be liable or responsible for any loss, injury or damage, whatsoever, caused by or resulting from the use of any items or goods, or occupation of any property owned, hired or used by PBN or the Committee or other member on behalf of and as authorised or instructed by PBN during any meeting function or activity organised by or on behalf of PBN

19

This Constitution may be altered only if the alteration has been approved by 51% of those present and voting at a General Meeting.

20

The title to any and all heritable subjects acquired by the Organisation will be held in the names of the Committee for the time being and their successors in said offices as Trustees for the said Organisation. All deeds, writs and documentation bearing to deal with heritable property will be executed by the Committee.