Constitution

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Operational Team Committee Constitution – SBWN

  1. Defined Terms

 

Term

Meaning

Articles

the Company’s Articles of Association;

Committee

Operational Team Committee;

Community

Scottish BPOC writers, as defined in the Company’s Articles of Association;

Company

Scottish BPOC Writers Network (acronym: SBWN);

Communicate

Communication or communicating can be via written text, voice, sign language, email or other digital means;

Director

A Director of the Company;

Objects

The Objects of the Company are to carry on activities which benefit the community and in particular (without limitation) to provide professional development and cultural advocacy for Scottish and Scotland-based BPOC (Black people and People of Colour) writers and communities, and facilitate intersectional inclusion, equity, fair pay, safe(r) spaces, collaboration, and connection with the wider literary and arts cultural sector in Scotland and internationally – see Article 4 in Articles of Association;

Staff

Non-director team members, which may include contracted freelancers and/or employees.

  1. Committee

  1. The Operational Team Committee comprises Directors and elected Staff.
  2. The Directors may delegate any of their powers to the Committee.
  3. The Committee must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by Directors.
  4. The Directors may make rules of procedure for all or any committees, which prevail over rules derived from the Articles if they are not consistent with them.
  5. Committee members must identify as BPOC (Black person and/or Person of Colour)
  6. All Committee members must abide by the Company’s Safer Spaces Policy and Equal Opportunities Policy

 

Objects, Powers and Limitation of Liability

  1. Objects

  1. In accordance with the Articles, the objects of the Committee are to carry on activities which benefit the community and in particular (without limitation) to provide professional development and cultural advocacy for Scottish and Scotland-based BPOC (Black people and People of Colour) writers and communities, and facilitate intersectional inclusion, equity, fair pay, safe(r) spaces, collaboration, and connection with the wider literary and arts cultural sector in Scotland and internationally.

 

  1. Liability

  1. Non-Director Committee members are not liable to the Company.
  2. The liability of each Company member, including Directors is limited to £1, as per the Company’s Articles of Association.

 

  1. Powers

  1. To further its Objects the Committee may do all such lawful things as may further the Company’s objects and, in particular, but, without limitation, may borrow or raise and secure the payment of money for any purpose including for the purposes of investment or of raising funds.

 

  1. Directors’ general authority

  1. Subject to the Articles, the Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company.

 

  1. Non-Director Committee members’ reserve power

  1. The members may, by special resolution, direct the Directors to take, or refrain from taking, specific action.
  2. No such special resolution invalidates anything which the Directors have done before the passing of the resolution.

 

  1. Directors may delegate

  1. Subject to the Articles, the Directors may delegate any of the powers which are conferred on them under the Articles:
  1. to such person or committee;
  2. by such means (including by power of attorney);
  3. to such an extent;
  4. in relation to such matters or territories; and
  5. on such terms and conditions;

as they think fit.

  1. If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.
  2. The Directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committee Members

Becoming and ceasing to be a Committee member

  1. Becoming a Committee member

  1. Directors and Staff may nominate themselves to become a Committee member, either:
  1. at the Annual General Meeting, as per clause 13; or
  2. in advance of a general Committee meeting.
  1. No person shall be admitted a member of the Committee unless they are  approved by the Committee.

 

  1. Termination of Committee membership

  1. Membership is not transferable to anyone else.
  2. Membership is terminated if:
  1. the member notifies the Committee in writing;
  2. the member dies;
  3. otherwise in accordance with the Articles; or
  4. at a meeting of the Committee at which at least half of the Committee are present, a resolution is passed resolving that the member be expelled on the ground that their continued membership is harmful to or is likely to become harmful to the interests of the Company. Such a resolution may not be passed unless the member has been given at least 28 Clear Days’ notice that the resolution is to be proposed, specifying the circumstances alleged to justify expulsion, and has been afforded a reasonable opportunity of being heard by or of making written representations to the Committee members. When a member is expelled by such a resolution, the Company will nevertheless remain liable to pay to the member any sum owed to them;
  5. the member fails to attend 50% of Committee meetings per year and the Committee resolves that the member be removed for this reason.

Appointment and retirement of Directors

  1. Methods of appointing directors

  1. In accordance with and in addition to the Articles:
  1. after at least 6 months of serving on the Committee, Committee members may nominate themselves to become a Company Director;
  2. Committee members may vote to advertise, select and hire a new Director.
  1. Any person who is willing to act as a Director, and is permitted by law to do so, may be appointed to be a Director:
  1. by ordinary resolution;
  2. by Committee vote;
  3. or by a decision of the Directors.

 

  1. Termination of Director’s appointment

In accordance with and in addition to the Articles, a person ceases to be a Director as soon as:

  1. that person ceases to be a Director by virtue of any provision of the Companies Act 2006, or is prohibited from being a Director by law;
  2. a bankruptcy order is made against that person, in accordance with the Articles;
  3. notification is received by the Company from the Director that the Director is resigning from office, and such resignation has taken effect in accordance with its terms (but only if at least two Directors will remain in office when such resignation has taken effect);
  4. the Director fails to attend 75% of meetings of the Directors per year and the Committee resolves that the Director be removed for this reason;
  5. at a general meeting of the Company, a resolution is passed that the Director be removed from office, provided the meeting has invited the views of the Director concerned and considered the matter in the light of such views; or
  6. the Director ceases to be a Company member.

 

Annual General Meeting

  1. Annual General Meeting arrangements

  1. The Annual General Meeting (AGM) will be held once a year (every 12 to 15 months) and include:
  1. apologies for absence;
  2. agreeing minutes of previous AGM;
  3. chair’s report;
  4. financial report;
  5. election of Committee members;
  6. constitutional changes, if any.
  1. The AGM must be called with at least 8 weeks clear notice.
  2. Directors and Staff may nominate themselves to serve on the Committee.
  3. In accordance with Article 17, three persons entitled to vote on the business to be transacted (each being a member, a proxy for a member or a duly Authorised Representative of a member); or 25% of the total membership (represented in person or by proxy), whichever is greater, shall be a quorum.

 

Organisation of general Committee meetings

  1. General Committee meetings

  1. The Directors may call a Committee meeting at any time or at regular intervals, as agreed by the Committee.
  2. The Directors must call a Committee meeting if required to do so by the members under the Companies Acts.

 

  1. Notice

  1. All Committee meetings must be called by either:
  1. at least 7 Clear Days’ notice; or
  2. shorter notice if it is so agreed by at least 80% of Committee members.
  1. Notice of general meetings must be given to every member, to the Directors and to the auditors of the Company.
  2. Contents of notice:
  1. Every notice calling a general meeting must specify the place, day and time of the meeting, whether it is a general or an annual general meeting, and the general nature of the business to be transacted.
  2. If a special resolution is to be proposed, the notice must include the proposed resolution and specify that it is proposed as a special resolution.
  3. In every notice calling a meeting of the Company there must appear with reasonable prominence a statement informing the member of their rights to appoint another person as their proxy at a general meeting.

 

  1. Attendance and speaking at general Committee meetings

  1. A person may exercise the right to speak at a general Committee meeting, communicating  any information or opinions which that person has on the business of the meeting.
  2. A person is able to exercise the right to vote at a general Committee meeting :
  1. To achieve resolutions put to a vote at the meeting; and
  2. To determine whether or not such resolutions are passed based on a count of votes cast by all individual persons  attending the meeting.
  1. The  Committee members may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
  2. Any committee member may call for a vote, and or a blind vote at any time.

 

  1. Quorum for general Committee meetings

  1. No business or decisions (other than the appointment of the chair and secretary of the meeting) may be made at any general meeting unless a quorum is present.
  2. Three persons entitled to vote on the business to be transacted (each being a member, a proxy for a member or a duly Authorised Representative of a member); or 25% of the total membership (represented in person or by proxy), whichever is greater, shall be a quorum.
  3. If a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Committee may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting those present and entitled to vote shall be a quorum.
  4. No constitutional, staff hiring, or major budget votes (over £1,000) can be made if less than 25% remain present at a meeting.

 

  1. Chairing general Committee meetings

  1. Any Committee member may chair a general meeting.
  2. The chair is appointed at the end of the previous or beginning of the general committee meeting. When a non-director is chair, one of the Directors is appointed to store meeting minutes in accordance with SBWN rules.
  3. If the appointed chair is not present within fifteen minutes of the meeting’s start the present committee may elect another member to chair the general meeting.
  4. If no Committee member is willing to act as chair, the meeting is adjourned.

 

  1. Attendance and speaking by Directors and non-members

  1. The chair of the meeting may permit other persons who are not members of the Committee to attend and speak at a general meeting.
  2. Committee members may propose other persons who are not members of the committee to speak at a general meeting, this proposition needs to be voted on by the committee at a general meeting or in written form.

 

  1. Adjournment

  1. The chair of the meeting may adjourn a general meeting at which a quorum is present if:
  1. the meeting consents to an adjournment; or
  2. it appears to the chair of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
  1. The chair of the meeting must adjourn and reschedule the meeting if less than 25% of members are present.
  2. When adjourning a general meeting, the chair of the meeting must:
  1. either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors; and
  2. communicate the time and place of any adjournment which have been given by the meeting.
  1. If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Committee must give at least seven Clear Days’ notice of it:
  1. to the same persons to whom notice of the Committee’s general meetings is required to be given; and
  2. containing the same information which such notice is required to contain.
  1. No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

 

Voting at General Committee meetings

  1. Voting: general

  1. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the Articles.
  2. A person who is not a member of the Committee shall not have any right to vote at a general meeting of the Committee; but this is without prejudice to any right to vote on a resolution affecting the rights attached to a class of the Company’s debentures.
  3. Article 20.2 shall not prevent a person who is a proxy for a member or a duly Authorised Representative from voting at a general meeting of the Committee.

 

  1. Votes

  1. On a vote on a resolution on a show of hands at a meeting every person present in person (whether a member, proxy or Authorised Representative of a member) and entitled to vote shall have a maximum of one vote.
  2. On a vote on a resolution on a poll at a meeting every member present in person or by proxy or Authorised Representative shall have one vote.
  3. In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting is entitled to a casting vote. 

 

  1. Poll votes

  1. A poll on a resolution may be demanded:
  1. in advance of the general meeting where it is to be put to the vote; or
  2. at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
  1. A poll may be demanded by:
  1. the chair of the meeting;
  2. the Directors;
  3. two or more persons having the right to vote on the resolution;
  4. any person, who, by virtue of being appointed proxy for one or more members having the right to vote at the meeting, holds two or more votes; or
  5. a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
  1. A demand for a poll may be withdrawn if:
  1. the poll has not yet been taken; and
  2. the chair of the meeting consents to the withdrawal.
  1. Polls must be taken immediately and in such manner as the chair of the meeting directs.

 

  1. Errors and disputes

  1. No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
  2. Any such objection must be referred to the chair of the meeting whose decision is final.

 

  1. Content of proxy notices

  1. Proxies may only validly be appointed by a notice in writing (a “Proxy Notice”) which:
  1. (a) states the name and address of the member appointing the proxy;
  2. (b) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
  3. (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
  4. (d) is delivered to the Committee in accordance with the Articles and any instructions contained in the notice of the general meeting to which they relate.
  1. The Committee may require Proxy Notices to be delivered in a particular form, and may specify different forms for different purposes.
  2. Proxy Notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
  3. Unless a Proxy Notice indicates otherwise, it must be treated as:
  1. (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
  2. (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

 

 

  1. Delivery of proxy notices

  1. A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid Proxy Notice has been delivered to the Committee by or on behalf of that person.
  2. An appointment under a Proxy Notice may be revoked by delivering to the Committee a notice in Writing given by or on behalf of the person by whom or on whose behalf the Proxy Notice was given.
  3. A notice revoking the appointment of a proxy only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

 

  1. Amendments to resolutions

  1. An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
  1. notice of the proposed amendment is given to the Committee in Writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chair of the meeting may determine); and
  2. the proposed amendment does not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution.
  1. A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:
  1. the chair of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and
  2. the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
  1. If the chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chair’s error does not invalidate the vote on that resolution.

Written Resolutions

  1. Written resolutions

  1. Subject to Article 28.3, a written resolution of the Committee passed in accordance with this Article 28 shall have effect as if passed by the Committee in general meeting:
  1. A written resolution is passed as an ordinary resolution if it is passed by a simple majority of the total voting rights of eligible members.
  2. A written resolution is passed as a special resolution if it is passed by members representing not less than 75% of the total voting rights of eligible members. A written resolution is not a special resolution unless it states that it was proposed as a special resolution.
  1. In relation to a resolution proposed as a written resolution of the Committee the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution.
  2. A members’ resolution under the Companies Acts removing a Director or an auditor before the expiration of their term of office may not be passed as a written resolution.
  3. A copy of the written resolution must be sent to every member together with a statement informing the member how to signify their agreement to the resolution and the date by which the resolution must be passed if it is not to lapse. Communications in relation to written notices shall be sent to the Company’s auditors in accordance with the Companies Acts.
  4. A member signifies their agreement to a proposed written resolution when the Committee receives from him or her an authenticated Document identifying the resolution to which it relates and indicating their agreement to the resolution.
  1. If the Document is sent to the Committee in Hard Copy Form, it is authenticated if it bears the member’s signature.
  2. If the Document is sent to the Committee by Electronic Means, it is authenticated if the identity of the member is confirmed in a manner agreed by the Directors or if it is accompanied by a statement of the identity of the member and the Committee has no reason to doubt the truth of that statement.
  1. A written resolution is passed when the required majority of eligible members have signified their agreement to it.
  2. A proposed written resolution lapses if it is not passed within 28 days beginning with the circulation date.

Administrative Arrangements And Miscellaneous

  1. Means of communication to be used

  1. Subject to the Articles, anything sent or supplied by or to the Committee under the Articles may be sent or supplied in any way in which the Companies Act 2006 provides for Documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Committee.
  2. Subject to the Articles, any notice or Document to be sent or supplied to a Committee member in connection with the taking of decisions by Committee members may also be sent or supplied by the means by which that Committee member has asked to be sent or supplied with such notices or Documents for the time being.
  3. A Committee member may agree with the Committee that notices or Documents sent to that Committee member in a particular way are to be deemed to have been received within an agreed time of their being sent, and for the agreed time to be less than 48 hours.

 

  1. Irregularities

The proceedings at any meeting or on the taking of any poll or the passing of a written resolution or the making of any decision shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want of qualification in any of the persons present or voting or by reason of any business being considered which is not referred to in the notice unless a provision of the Companies Acts specifies that such informality, irregularity or want of qualification shall invalidate it.

 

  1. Minutes

  1. The Committee must cause minutes to be made in books kept for the purpose:
  1. of all appointments of officers made by the Committee;
  2. of all resolutions of the Committee; and
  3. of all proceedings at meetings of the Committee, including the names of the Committee members present at each such meeting;

and any such minute, if purported to be signed by the chair of the meeting at which the proceedings were had, or by the chair of the next succeeding meeting, shall be sufficient evidence of the proceedings.

  1. The minutes must be kept for at least ten years from the date of the meeting, resolution or decision.

Equality, Diversity and Inclusion

  1. Equality, Diversity and Inclusion

  1. As laid out in the Company’s Equal Opportunities Policy, the Company is committed to the belief that all people are of equal value in a diverse society.
  2. As laid out in the Company’s Safer Spaces Policy, the Company aims to facilitate inclusive and supportive spaces, in particular for women (trans, intersex and cis) and all nonbinary, agender and gender variant people. Self-definition is at the sole discretion of that individual. The Company will not tolerate verbal or physical abuse, nor microaggressions including racism, anti-Blackness, colourism, xenophobia, misogyny, transphobia, homophobia, misgendering, ableism, Islamophobia, anti-Semitism, Romaphobia, incorrectly identifying one’s ethnic origins or race, or anything tantamount to hate speech or an attempt to belittle or abuse another person or persons.  
  3. The Company recognises that some people experience different kinds of oppression and violence at the same time.
  4. As laid out in the Company’s Access Statement, the Company aims to build in access provisions and improve access to their activities and endeavours for disabled participants, participants at a socio-economic disadvantage and participants with caring responsibilities.
  5. Accessibility requirements and/or Access Documents are welcomed and/or invited from Directors, Company members, Committee members, partners, volunteers, contractors, participants and audience members.
  6. Some events or activities may be open to the general public. Some events or activities may be open only to specific participants or groups.
  7. Some events or activities may advise participatory age ranges.
  8. The Company will not discriminate on the grounds of disability, sex, sexual orientation, gender, nationality, religion, class, pregnancy or maternity, marital status, or age.
  9. On the grounds of racialisation as non-white individuals (race, skin colour, ethnicity, culture, heritage or origin), and as outlined in the Objects, Powers and in the Company’s Mission and Values Statement, the Company aims to promote Scottish and Scotland-based BPOC writers and communities, and address and strive to overcome systemic barriers that they face directly or indirectly based on their ethnic, cultural or national identities, race or perceived racial identities, or the colour of their skin as per the Equality Act of 2010. This includes but is not limited to people who identify as Black, brown, people of colour, mixed-race, multiple heritage, and/or heritage includes but is not limited to Global Majority, Global South, and/or East and South-East Asian, West Asian, Asian, Middle Eastern, African, African Caribbean, Caribbean, Latinx, Pacific Islander, Indigenous, or First Nations, and diasporas.

 

Amendments

  1. Amendments

  1. Amendments to the Constitution may be requested in writing by any member or during a General Meeting or an Annual General Meeting.
  2. Amendments to the Constitution must be agreed by at least 3 Committee members.

Dissolution

  1. Committee dissolution

  1. If a meeting, by simple majority, decides that it is necessary to dissolve the Committee, it may call a Special General Meeting to do so. The sole business of this meeting will be to dissolve the Committee.
  2. All outstanding business and delegated responsibilities will revert to Company Directors.

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