Section 11 updated at 4/3/2014 to take account of the early stages of the organisation, when it is initially funded by LETSlink UK.
The name of the organisation is Wiltshire Exchange Scheme, or WES also referred to as "the scheme" in this Constitution.
2. AIMS & OBJECTIVES
(a) To develop and encourage the experience of community and sustainability through the establishment of a Local Exchange Scheme.
(b) To stimulate the creation of practical, economic, educational and social benefits by and for its members and the people of the community of WES.
(c) To contribute to the development and knowledge of how to manage Local Exchange Schemes successfully.
(d) To support the principles and practices of mutuality, kindness, co-operation, and innovation.
(a) Membership of WES shall be open without prejudice to any individual or organisation sympathetic to the aims of the scheme.
(b) Acceptance into membership shall be dependent on (i) the applicant's endorsement of WES Rules and Constitution, and (ii) the payment of any membership fees, renewable annually or otherwise, which may be charged (either or both in sterling or WES currency units) at the discretion of the Management Group.
(c) WES follows an equal opportunities policy and does not discriminate on the basis of age, ability, gender, orientation, culture, race or wealth. It is non-sectarian and non-party political and will not affiliate to any party political organisation.
(d) The Committee has the right to terminate membership in event of a serious breach of WES membership agreement. The member concerned has the right to appeal to a Mediation Group.
4. LEGAL STATUS
(a) WES is an unincorporated members' association of people willing to exchange skills, goods and services amongst themselves.
(b) WES is affiliated to LETSlink UK and its local regional network if this has been formed, and aims to abide by, and contribute to, LETSlink's guidelines.
(a) The rights and authority of WES are vested in all members, who delegate that authority to a Committee to act on their behalf to ensure that the tasks of running WES are effectively carried out and the organisation operates according to LETSlink guidelines. Members of the Committee are responsible for governance, administration, funding and strategy of the scheme, and outreach to local and national organisations.
(b) The Committee begins as a Steering Group who continue to function until the first AGM when a committee consisting of at least five members will be elected.
The Committee shall appoint from amongst its number a Chair, Secretary and Treasurer, and optional Vice-chair. Its functions are:
- (i) To act as, or appoint a separate Management Group (sometimes known as a Core Group), or individual Administrators, to run the scheme on a day-to-day basis. (The expression 'Administration' is used below to indicate the persons or group acting in that capacity, and they may take on individual roles such as coordinator, directory editor, membership secretary and events organiser, according to their particular resources and talents and the requirements of the Scheme).
- (ii) To act as a member liaison and support group, presenting the proposals, opinions, advice and complaints of any members who may feel unable to speak directly to the Administrators.
- (iii) At least one Committee member will normally attend Administration meetings where a separate group has been appointed, and report to other members of the Committee any matters of concern.
- (iv) To appoint or create from within its membership a Mediation group (see below).
- (v) Maintaining the financial viability of WES in terms of both national and local currency, including power to raise money (Sterling) by appropriate means for the purpose of promoting and operating the scheme.
- (vi) Liaising with the national and/or regional network, providing an annual report as a minimum including notice of the AGM.
6. COMMITTEE MEETINGS
(a) The Committee shall arrange and determine the timing, format, and frequency of its meetings. This will normally be at least every three months.
(b) They will publicise their meetings in advance to all members.
(c) The Committee shall keep a record of all its meetings, and once they have been agreed by those present, will make them available for viewing by all members within a month of the meeting.
(d) Committee meetings are open for any member to attend and make a contribution, but not to vote. The quorum shall be a majority or five voting members of the Committee, whichever is smaller.
(e) Any Committee member who is absent from three consecutive meetings without good reason or notice will be deemed to have resigned their position, and if so deemed, shall be notified to that effect.
(f) The Committee may co-opt new voting members from amongst the Scheme membership to fill vacancies or bring in additional skills/experience. Members so appointed hold office only until the following AGM, but are eligible for re-election. Members may also be appointed for a shorter trial period.
(g) The Committee may also appoint External Advisors who are not members, to contribute to particular issues. Advisors are not eligible to vote.
(h) Where the Administration functions are delegated, one representative of the Administration group may attend and is empowered to vote at Committee meetings.
7. FUNCTIONS OF THE ADMINISTRATION
(a) The Committee shall apportion such roles and functions amongst its members, as are necessary to maintain the scheme in the interests of the membership as a whole including:
- • Maintaining an up-to-date list of all members.
- • Recording accurately members' transactions and supplying accounts.
- • Publishing directories.
- • Communicating with the membership and taking note of their opinions.
- • Organising social events for members, plus public meetings and other outreach efforts, to ensure that good connections are maintained with the local community.
(b) They may adopt appropriate tools, including online software, to maintain maximum efficiency in carrying out the above tasks.
(c) They may meet up from time to time, for liaison or training purposes, otherwise maintaining contact by phone and email, or by access to an online system.
(d) They may request occasional support from other members, and may co-opt others as the need arises.
8. MEDIATION GROUP
(a) The function of this group is to ensure the accountability of the Administration to the membership, and to adjudicate in any cases of dispute between members, or between members and the Administration.
(b) By default it will consist of the Chair, Secretary and Treasurer, or it may appoint at least two (ideally three) people, who may also be members of the Committee. They will meet from time to time as necessary.
(c) Where mediation has failed, a member from the group will contact LETSlink nationally or through a regional organisation if there is one, for support in resolving the dispute, failing which an aggrieved member may contact LETSlink direct.
9. DECISION MAKING PROCESSES
(a) Consensus shall be the preferred means of decision-making, failing which votes are taken.
(b) Members of each Committee or Group will agree amongst themselves what decisions may be made in the course of carrying out their normal duties, and which shall be subject to a group decision, and which should be referred to the membership as a whole, if not already provided for in this constitution.
(c) Members of each Committee or Group will determine, having taken advice if necessary, what roles are needed amongst their group to carrying out their functions, and will report these to the membership, together with minutes of the meeting, within a month of the election having taken place.
10. GENERAL MEETINGS
(a) An Annual General Meeting (AGM) shall be held once in every calendar year.
(b) Membership entitles each holder to one vote at general meetings. Organisational members shall be entitled to one vote at general meetings, via the organisation's designated representative.
(c) The members at the AGM shall appoint a Committee and any other group that the Scheme shall determine (such as a Management Group, Mediation Group) to serve for the period until the next AGM.
(d) Nominations are invited before the start of the AGM. Any member in good standing is eligible for election at the AGM.
(e) The Committee may call an Extraordinary General Meeting (EGM) at either the request of their own meeting, or issue notice of such a meeting at the request of at least six members of the scheme within four days of such a request.
(f) LETSlink may call an EGM in exceptional circumstances (see below).
(g) Fourteen days notice of the AGM, or seven days notice of an EGM, shall be given to members, together with the main agenda item/s and an invitation to submit further items for the agenda if appropriate.
(h) The quorum for general meetings will be at least two thirds of the serving Committee and five other members. If the meeting is inquorate the Committee will call for another meeting within one month. If the second meeting is inquorate they will nevertheless proceed to conduct the business.
(a) In default of, or until, a separate account being set up, the national body, currently LETSlink UK or a successor body, will fund the organisation, and any membership fees will be paid directly to them, and they will assist WES in keeping a record of this and setting an appropriate budget for expenditure, based on this income.
((b) Otherwise, monies received in the name of WES shall be held in an account at such bank or similar institution as the Committee shall decide from time to time and in accordance with instructions from a general meeting. The Committee shall decide from time to time on signatories for the account(s).
(c) If and when the organisation has set up its own bank account, subscriptions to LETSlink UK will be paid at the rates currently set by the national organisation, to include membership, domain name management, and hosting, as appropriate, and may include an element of membership fees.
(d) WES is a not-for-profit organisation. No member shall derive any sterling financial benefit from the scheme, other than the payment of reasonable expenses.
(e) Any member who carries out an approved activity on behalf of the scheme will be entitled to be indemnified from national or local funds provided that such payment is in accordance with accepted practice, and agreed budget, and that no payment shall be made, or obligation entered into, which cannot be met from the balance of funds held by the relevant organisation. Payments for special activities or projects will normally be agreed by the Committee in advance, and exceptionally may be approved retrospectively.
(f) Members may be paid reasonable wages in WES units for administrative work carried out in agreement with the relevant WES budget, and will submit claims on a regular basis to the Committee for approval before payment is made.
(g) The committee may establish budgets in WES units for particular purposes, and members of the Committee may have access to designated budget accounts in the system to make such payments.
(h) No member may be paid in local currency to attend meetings, unless specifically otherwise authorised by the whole Committee.
(i) A report of both the Sterling and WES accounts shall be presented to Committee meetings, to any member on request, and an annual statement of both accounts shall be presented at each AGM.
12. CHANGES TO THE CONSTITUTION
(a) Any changes to this constitution can only be made at an AGM or EGM after consultation with LETSlink at national or regional level. If the change has arisen from a problem arising, LETSlink may, as an alternative to changing the constitution, may be able to advise on another way of solving it.
(b) A minimum of two-thirds of members present and voting at an AGM or EGM is required to make changes to the constitution.
13. WINDING UP, TRANSFERS, OR MERGERS
(a) In the case of serious problems arising within WES, such as system failure, reduced levels of trading, or failure to administer the scheme, any member may seek help from LETSlink, who will attempt to provide assistance to the organisers in post, and obtain contact details of all past and current members of the group. If the difficulties cannot be resolved within the current committee structure, LETSlink will circulate all members inviting feedback, and nominations for the various management roles, and inviting them to attend an EGM.
(b) Following the EGM, voting papers will be sent to all members to decide the future of the scheme, such as continuing with the same structure, or becoming a branch of LETSlink, or winding up altogether. The scheme can only be wound up by a two thirds majority vote of members present and voting by ballot.
(c) If WES is to be wound up, those members with accounts in debit to a significant extent (the amount to be decided by consensus at the meeting) will be given a reasonable period of time in which to repay the bulk of their debit to the membership. Members whose balances are significantly in credit will be identified and efforts made to assist them in balancing their accounts.
(d) Details of all individual account-holders and their remaining balances will be transferred by LETSlink to other schemes of the members' choice, or held in a regional membership pool, pending a new organisation being established with LETSlink's support.
(e) After settling all sterling debts and obligations, any remaining assets shall be transferred to LETSlink's local regional network, failing which LETSlink UK, or in the absence of this organisation, to its successor organisation, failing which another organisation with similar aims.
WES/mf/draft at March 2014