Perthshire Businesswomen’s Network is established in order to advance the interests of businesswomen in Perthshire and functions according to our Constitution set out below. The Constitution defines how we like to manage, grow and support our member base and for you to understand our aims and how we work.
Article 1: Name
1.1 The name of the organisation is “Perthshire Businesswomen’s Network”, hereinafter referred to in this Constitution and in all publicity materials and correspondence as, “PBN”. The business address for PBN is c/o President’s home address.
Article 2: Purpose of PBN
2.1 PBN will bring together professional women operating in any business sector within Perthshire and provide a forum where women can network and share experiences. This will enable women to share knowledge skills and experience and will encourage members’ advancement in business through personal development. PBN will aim to exert influence in a professional manner in business circles and thereby promote the advancement of women. In addition PBN may raise money for charitable purposes.
Article 3: PBN’s Memberships
3.1 Membership is open to women in business or affiliates and women pursuing a career in business, commerce, industry, the professions, the public sector or the voluntary sector.
3.2 The Committee (hereinafter defined) has the right to turn down membership or renewals of memberships. If an application or renewal is subsequently rejected, any membership fee already paid will be refunded
3.3 Members will be entitled to membership benefits following payment of the appropriate fee.
3.4 Membership of PBN will be deemed to constitute consent to the holding of relevant personal data for the purposes of The Data Protection Act 2018. No details will be passed to a third party without permission.
Article 4: PBN’s Office Bearers
4.1 PBN’s Office Bearers are normally the President; the Vice President; the Treasurer and the Minutes Secretary.
4.2 There will be a maximum of 10 members of the Committee, including the Office Bearers and co-opted members.
4.3 The Committee may co-opt organisation members to fill casual vacancies in the Committee. These co-opted members have the power to vote at any Committee meeting. These co-opted members will stay on the Committee until the next AGM. Their continued membership of the Committee will be subject to nomination and election in the normal way.
Article 5: Management of PBN’s Business
5.1 The duly elected Committee, as per paragraph 6 below, will manage PBN’s affairs and property. It may delegate any part of these management duties and associated powered to one or more Committee Member, or to a Sub Committee made up of at least one member of the Main Committee plus any other fully subscribed appropriate member of PBN.
5.1.1 The Sub Committee may be established by the. Main Committee as and when required and will be 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.
5.1.2 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.
5.2 The Committee has the power and discretion to deal with any matter this constitution does not address and may take all reasonable steps to do the following:-
i) The Committee must only use PBN’s income and property, of any kind and from any source, to promote PBN’s purpose described in Article 2 above. It must not pay or transfer any part of PBN’s income or property, directly or indirectly, to any member of the club as a bonus or dividend, or in any other way that would financially benefit them.
ii) If the PBN winds up or dissolves as per paragraph 5.3 below, it should first use any remaining money or property to clear any debts and liabilities. If there is any money or property left over after doing this, PBN must not pay to or divide it among the membership. Instead, PBN will give or transfer the money or property to another club, society or other body with a similar purpose to its own. If this is not possible, PBN members will choose an appropriate charitable organisation and give or transfer the money or property to it.
5.3 The President can identify in each year of the President’s holding that position the charity or charities for which PBN for the immediate following year shall raise money for and donate funds to.
5.4 All money raised as a result of fundraising activities for the nominated charity shall be paid to the nominated charity. In addition, the President may propose to the Committee that some of the funds of PBN are donated to the nominated charity. Any such proposal must be (1) made prior to the AGM during the President’s term, and (2) be approved by the Committee before any payment is made to the nominated charity.
5.6 The Committee may liaise with other voluntary sector bodies, local authorities, UK or Scottish Government Departments and agencies, and other bodies, all with a view to furthering PBN’s purpose.
5.7 The Committee may accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).
5.8 The Committee may determine that PBN take such steps as may be deemed appropriate for the purposes of raising funds for PBN’s activities.
5.9 Three Committee members are authorised to be signatories for banking facilities, two of whom must authorise any cheque or financial transaction.
Article 6: Electing the Committee and the Office Bearers
6.1 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 (“SGM”) of PBN. The Committee will be entitled to co-opt members to the Committee until the following Annual General Meeting (“AGM”). Elected Committee members will be expected to indicate on of before the last day of October of their term’s office whether or not they will consider a further term of office.
6.2 Retiring Committee members shall be eligible for re-election.
6.3 No more than 5 terms of Committee service may be served consecutively save for the role of President, who may serve for a maximum of two terms.
6.4 Former Committee members shall be eligible for re-election after the passage of one year.
6.5 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.
6.6 Once elected, Committee members will hold office for one year from the date of the AGM, at which point they will need to stand for re-election.
6.7 The current Vice President will normally become the new President. Where this is not possible, the Committee will elect the President from among the members of the Committee.
6.7.1 The Committee may decide to appoint someone from outside the Committee directly to the post of President where:
i) the person is an outstanding businesswoman and will bring exceptional benefits to the organisation; or
ii) the majority of Committee members agree it is in the best interests of the organisation.
6.8 The Vice President is recommended by the incoming President and endorsed by the Committee. Where possible, they should have served at least one year on the PBN’s Committee.
Artice 7: PBN Committee Meetings
15.1 If the Committee determines that it is necessary or appropriate that PBN be wound up dissolved, it shall convene a meeting of the members; not less than twenty one days notice of the meeting (stating the terms of the proposed resolution) shall be given. If the proposal by the Committee to dissolve PBN is carried by a majority the membership, either personally by those present and voting at the General Meeting; 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 President at least two working days prior to the said meeting, then the dissolution of PBN will be effected and the any assets held on behalf of PBN disposed of in accordance with Article 5.2 above.
7.1 The Committee will meet at least 6 times during the year.
7.2 The Quorum for a Committee meeting shall be three.
7.3 The President will normally chair the meetings. In her absence, the Vice President will chair the meetings. If both are absent, the Committee members present will choose one member to chair that meeting.
7.4 Voting in the Committee will generally be by a show of hands. If votes for and against are the same, the chair will have a second and casting vote.
7.5 The Committee may, at its discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting with the Committee; for the avoidance of doubt, any such person who is invited to attend a Committee meeting shall not be entitled to vote.
7.6 A Committee member shall not vote at a Committee meeting on any resolution concerning a matter in which she has a personal interest which conflicts (or may conflict) with the interests of PBN; she must withdraw from the meeting while an item of that nature is being dealt with.
7.7 The Treasurer shall give written notification to all Committee members of PBN’s cumulative income and expenditure for the year, on at each Committee Meeting. 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.
Article 8: PBN Event Fees, Subscriptions and our Financial Year
8.1 The Committee will decide on appropriate changes to event fees and subscriptions. They should notify members of the proposed changes at least 28 days before the AGM. The changes must be ratified at the AGM.
8.2 PBN’s financial year shall end on 31st March. Accounts will be independently prepared and approved annually at the financial year end by a suitably qualified person or persons, as appointed by the Committee. The accounts will be available to members on request at the following AGM.
8.3 Each new member’s membership year will commence on the Joining Date (the date that a member profile is created online), and shall entitle the member to membership for a period of one calendar year from that date. The full annual membership fee is due for payment within one month of the Joining Date. Renewal subscriptions shall be due on the anniversary of the Joining Date and a payment of the further annual membership fee shall paid within one month of the subscription renewing.
Article 9: Expulsion from PBN
9.1 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 the fist Committee meeting after being notified and their expulsion will not take effect until after that meeting if the Committee reject their appeal. The Committee shall have power on a two-thirds majority of the whole Committee, to expel a Committee member for any conduct they deem detrimental to the organisation’s good name.
Article 10: PBN’s Annual General Meeting (“AGM”) and Special General Meeting(“SPG”)
10.1 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.
10.2 PBN may hold a Special General Meeting if i) the Committee uses its discretion to do so, or ii) at least 25% of PBN’s members sign a request for such a meeting, giving their reasons in writing and sending it to the President or Vice President. The meeting will take place within 28 days of this request.
10.3 At least 21 clear days written notice must be given of any Annual General Meeting or Special General Meeting. The written notice will be served to members by email or post, at the addresses as notified by them and held on record for them.
10.4 The notice must indicate the general nature of any business to be dealt with at the meeting and, in the case of a resolution to alter the Constitution, must set out the terms of the proposed alteration. The reference to “clear days” shall be taken to mean that, in calculating the period of notice, the day after the notice is posted and also the day of the meeting, should be excluded.
10.5 The President (if present and willing to act as Chair will preside as Chair of the General Meeting. If the President is not present or willing to act as Chair within twenty minutes after the time at which the meeting was due to commence, the members of the Committee present at the meeting shall elect from among themselves the person who will act as Chair of that meeting.
10.6 The agenda for each AGM shall include a report by the President on the activities PBN, a consideration of the annual accounts of PBN and the election/re-election of the members of the Committee.
10.7 A Quorum for the Annual General Meeting and any other Special or Emergency General Meeting shall be 10 members.
10.8 Each member may vote in person or by proxy. Members are only entitled to vote at any meeting if they are up to date with their subscription and event fees. If there is an equal number of votes for and against any resolution, the Chair of the meeting shall be entitled to a casting vote.
10.9 The Annual General Meeting may be adjourned if a Quorum is not present within twenty minutes after the time that the AGM was due to commence.
10.10 The Chair of a General Meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the Chair may decide.
Article 11: Freedom from liability
11.1 No member shall have any claim against the organisation or its office bearers or any individual organisation member in respect of any loss, injury or damage caused by or arising from using any organisation building (if any) or any organisation property, or sustained during any meeting or any other activity or function by or on behalf of the organisation.
Article 12: Bye-laws
12.1 The Committee has the power to make bye-laws it deems necessary in connection with the running of the organisation. Such bye-laws shall be binding on all organisation members.
Article 13: Changing the constitution
13.1 This Constitution may be altered only if the alteration or addition has been approved by 51% of those present and voting at a General Meeting approve the change or addition.
13.2 Members must lodge any proposals for changes or additions with the Committee in writing at least 10 days before a general meeting.
Article 14: Title to heritable property
14.1 The title to any and all of PBN’s heritable property shall be taken in the names of the current President, Minute Secretary and Treasurer, and their successors in the same offices, as trustees for the organisation.
14.2 The President, Minute Secretary and Treasurer will sign all deeds and writs relating to the PBN’s land or heritable property.
Article 15: Dissolution of PBN
15.1 If the Committee determines that it is necessary or appropriate that PBN be wound up dissolved, it shall convene a meeting of the members; not less than twenty one days notice of the meeting (stating the terms of the proposed resolution) shall be given. If the proposal by the Committee to dissolve PBN is carried by a majority the membership, either personally by those present and voting at the General Meeting; 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 President at least two working days prior to the said meeting, then the dissolution of PBN will be effected and the any assets held on behalf of PBN disposed of in accordance with Article 5.2 above.[/vc_column_text][/vc_column][/vc_row]