GLASGOW BUSINESS CLUB (the “Club”)
ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS OF
GLASGOW BUSINESS CLUB LIMITED (the “Company”)
ON 5th July 2016
These bye-laws set out a management framework relating to:
a) the membership and organisation of Glasgow Business Club (the “Club”), a membership service offered by Glasgow Business Club Limited (the “Company”) to businesses in Glasgow and the surrounding area; and
b) the structure, powers and organisation of the Board of Directors (the “Board”) of the Company.
1.1 Membership of the Club will be open to all businesses within Glasgow and other surrounding areas subject to payment of a subscription fee in accordance with clause 1.2.
1.2 Members of the Club will be required to pay a subscription fee on such terms as shall be determined by the Board from time to time.
1.3 The Chief Executive or Deputy Chief Executive of Jobs and Business Glasgow (“JBG”), who are the sponsors of the club, shall be entitled, on a seasonal basis, to nominate representatives of JBG who shall be entitled to membership of the Club.
1.4 Individual memberships of the club are available subject to the approval of the board.
2. Meetings of the Club
2.1 The Club shall meet on at least eight occasions each year.
2.2 The first meeting shall take place in September each year with the final meeting being the Annual General Meeting (“AGM”) to be held in June of the following year.
3. Procedure at Meetings of the Club
3.1 The quorum for the AGM or any other meeting of the Club shall be a minimum of 20% of the fully paid membership.
3.2 Only fully paid Members shall be entitled to vote on matters at any meeting of the Club.
4. The Board of Directors
4.1 The Board shall meet on at least 9 occasions through the year and on such additional occasions as may be deemed necessary.
4.2 The quorum for a meeting of the Board shall be any 5 Directors.
4.3 Subject to the Articles, the Board shall have a minimum of 5 Directors and shall be constituted as follows:
(b) Vice President
(d) Secretary (who may or may not be the same as the Company Secretary)
(e) Past President
4.4 Up to 8 additional, fully-paid, Members of the Club (or their nominated representatives) may also be appointed (the “Ordinary Members”).
4.5 The Honorary Vice President shall not be appointed to the Board but shall be entitled to receive notice of all Board meetings and copies of all Board papers as if they were a director and to attend, propose resolutions and speak out, but not vote at any meeting of the Board.
4.6 Nominations to serve on the Board should be submitted in writing, or by email, to the current Secretary of the Club at least seven days prior to the AGM.
4.7 With the exception of the Honorary Vice President, appointments to the Board shall be approved by majority vote of the Members of the Club at the AGM.
4.8 In the absence of sufficient nominations as detailed in clauses 4.3 and 4.4, the Board shall be entitled to co-opt a suitable Member or Members whose appointment will be ratified by majority vote at the AGM.
5. The President
5.1 The President will be an owner, executive or employee in a private sector business with a minimum of 2 years’ service on the Board
5.2 The incumbent Vice President will be nominated for the position of President at the AGM. If for any reason the Vice President is unable or unwilling to stand as President, the board will make a new nomination for the position of President at the AGM, subject to the terms of 5.1
5.3 The President will serve for a period of 2 years following which they will retire to be succeeded by the Vice President in office at the time.
5.4 Following the President’s retiral in accordance with clause 5.3 they will serve on the Board as a Past President for a further period of 2 years during which time they will be the second stand-in where, for any reason, the President is absent from a meeting of the Board.
5.5 Where the President resigns or is unable to continue to fulfil their duties during their period of office, the Vice President will take the role of Acting President until the next Annual General Meeting.
5.6 If for any reason the Vice President is unable to fulfil the role of Acting President in accordance with clause 5.4 the Past President will be invited by the Board to become Acting President, failing which the Board shall elect an Acting President from amongst its current number.
6. The Vice President
6.1 The Vice President will be an owner, executive or employee in a private sector business with a minimum of 2 years’ service on the board.
6.2 The Vice President will be nominated by the incoming President, failing which the board will nominate their candidate for the position of President. Their nomination will be subject to the approval of the board prior to notice being given of the AGM. If there are any other nominations for the position of Vice President, the board will decide by a majority decision on their nominated Vice President. The unsuccessful candidate will still be eligible to put their name forward for decision by the members at the AGM.
6.3 The Vice President will serve for a period of 2 years
6.4 During their period in office the Vice President shall be the first stand in where, for any reason, the President is absent from a meeting of the Board.
6.5 Where, following the retiral of the President in accordance with clause 5.2, the Vice President chooses not to become President, they shall immediately resign from the Board.
7. The Honorary Vice President
7.1 JBG (and their successors) shall be entitled, for the duration of their sponsorship of the Club, to appoint a representative to the position of Honorary Vice President.
7.2 The individual appointed in accordance with clause 7.1 will be the Chief Executive of JBG, the Depute Chief Executive or their nominated appointee.
8. The Treasurer
8.1 The Treasurer shall be appointed annually at the AGM.
8.2 There shall be no limit to the number of times a Treasurer may be re-appointed.
8.3 The Treasurer will be responsible for the following:-
(a) the financial functions of the Club;
(b) the presentation of the financial affairs of the Club at each AGM;
(c) the preparation of a summary of the current financial situation of the Company and the Club for each meeting of the Board; and
(d) the appointment of a suitably qualified and independent auditor for the purposes of preparing annual financial statements for the Company.
8.4 In relation to charitable requests, the Board will judge the merits of any requests from charitable bodies and decide on whatever action may be appropriate. The Treasurer will be responsible, in their management of the Club’s financial affairs, for ensuring an adequate annual sum is budgeted for, to cover any such charitable requests.
9. The Secretary
9.1 The Secretary shall be appointed annually at the AGM.
9.2 There shall be no limit to the number of times a Secretary may be re-appointed.
9.3 The Secretary will be responsible for the maintenance and administrative functions of the club.
9.4 The Secretary will be responsible for maintaining up to date membership lists for the Club which shall be tabled at each meeting of the Board.
9.5 The Secretary will ensure that membership subscriptions are notified timeously and duly collected.
10. The Ordinary Members
10.1 In accordance with clause 4.2 Ordinary Members may be elected at the AGM for a period of 3 years following which the Ordinary Member shall either: (i) retire and a replacement Member be sought to fill the vacancy; or (ii) stand again for election for a further term of 3 years. Subject to clause 10.2 a Member may only serve as an Ordinary Member for two periods of thee years.
10.2 In the absence of sufficient nominations to fill all vacant Ordinary Member positions at the AGM, a retiring Ordinary Member shall remain eligible for re-election.
11. Alterations to these Bye-Laws
11.1 An alteration to these Bye-Laws (an “Alteration”) may be proposed as follows:
(a) by a Member of the Club or by a Member of the Board giving written notice to the Secretary, setting out the terms of the Alteration, at least 21 days prior to the AGM; and
(b) the Alteration being seconded by another Member of the Club.
11.2 Where the provisions of Clause 11.1 have been complied with, a vote of the Members of the Club shall be held at the AGM to consider the Alteration.
11.3 The Alteration will be approved where a two-thirds or greater majority of the votes cast at the AGM are in favour of the Alteration.
12.1 Where the Board (with the approval of the Honorary Vice President) decides by simple majority that there are reasonable grounds for the dissolution of the Club and/or the Company (“Dissolution”), it shall, by giving 21 days’ notice (“Dissolution Notice”) to the Members of the Club, call an Extra-Ordinary General Meeting (“EGM”) of the Club.
12.2 The Dissolution Notice shall give details of the proposed Dissolution and reasons therefor.
12.3 Where the provisions of Clauses 12.1 and 12.2 have been complied with, a vote of the Members of the Club shall be held at the EGM to consider the Dissolution.
12.4 The Dissolution will be approved where a two-thirds or greater majority of the votes cast at the EGM are in favour of the Dissolution.
12.5 In the event the Dissolution is approved, the Board shall procure the transfer of all assets and liabilities of the Club to JBG (or its successor as sponsor of the Club) and, where the proposed Dissolution referred to the Company, undertake the necessary steps to procure the dissolution of the Company with the Registrar of Companies and all other relevant organisations.
This Constitution was amended and adopted at the AGM 21st June 2016