1. Name

The Club shall be called the Business Café (“the Club”).

2. Objectives

The Club, which shall be run as a not-for-profit members’ Club, shall have as its primary objective to further the business interests of its members by means that will include, but may not be restricted to, networking, sharing of business information and education, jointly promoting the skills of its members to external interests, and combining to pursue business opportunities with external organisations.

It shall do this in the following ways:

  • By organising regular meetings in a structured environment that focus on business matters
  • By providing access to experts and professionals willing to share their knowledge and experience
  • By offering the chance to promote products and services to other members and their contacts on a regular basis
  • By providing the opportunity to group with other businesses to tackle markets that may be closed to individual members.

3. Membership

Membership of the Club is open to individual members of a business. There will be no restriction on the size or location of the business in any way except that, as a general principle, an application will not be accepted if the membership of the applicant would be likely to lead to significant competition with an existing member of the Club.

Applications for membership will be considered initially by the Executive Committee and, if approved by them, all members shall be notified and invited to comment on the application within a period of 7 days. The Executive Committee shall take into account members’ comments before confirming whether the application for membership is accepted, and shall be bound to reject the application in the event that not less than 5 members or 25% of the membership (whichever is the lesser) oppose it.

Members shall have the following rights:

  • To be notified of and to attend all meetings of the Club
  • To have their details included on the Club’s website and in such other promotional material as may be produced by the Club
  • To promote their business at meetings of the Club, in such manner as the Executive Committee may from time to time determine
  • To participate in projects carried out in the name of the Business Café, provided that their particular business skills are relevant to the project and that they comply with any requirements of the project management team as provided for in 12 below.

Members shall have the following obligations to the Club:

  • To pay the initial fee and such regular fees as the Club determines are payable by all members
  • To regularly attend meetings of the Club
  • To promote the Club to third parties, and introduce guests to meetings whenever applicable
  • To act in the best interests of the Club
  • To notify the Executive Committee of any conflicts of interest that may arise, whether in relation to the interests of other members, or of the Club generally
  • To advise the Executive Committee if their business activity changes.

The Executive Committee may recommend to members the cancellation of the membership of anyone who breaches any of his/her obligations above, or who has conflicts of interest or who changes their business activity, as a result of which their continued membership is not, in the opinion of the Executive Committee, in the best interests of the Club. The members shall decide, voting by a simple majority, whether to endorse such recommendation, in which case the individual’s membership shall be cancelled forthwith.

A person who has previously been a member may apply to rejoin the Club at any time after their membership has ceased, but will be required to do so as if they were joining for the first time. The process to be followed in considering their application shall be as set out for a new member above, except that the Executive Committee shall have the discretion to waive the payment of the initial fee if they rejoin within one calendar year of their previous membership having ceased.

4. Confidential Information

All information pertaining to the members of the Club, both past and present, shall be maintained in the strictest of confidence by the Club and shall not be used for any purpose which has not been previously authorised by the Executive Committee. The Club will at all times comply with the terms of the Data Protection Act 1998, its successors and/or other relevant legislation governing the handling of personal data. All members shall respect the confidentiality of the Club’s database of business contacts and shall not disclose its details to third parties, including other networking organisations. This obligation shall continue after termination of a person’s membership, but shall not apply to any information that comes into the public domain other than by the member’s breach of this obligation, nor if the member is required to do so by law.

5. Officers of the Club and Executive Committee

The Club shall elect the following officers at its annual general meeting in accordance with clause 9 who shall form the Executive Committee.

Chairman
Treasurer
Secretary
Membership Officer
Marketing Officer
Programme Coordination Officer

If any Officer prematurely ceases to hold office, either by death or resignation, the Executive Committee shall have power to elect a successor until the next Annual General Meeting of the Club. The Executive Committee will be entitled to co-opt such additional members to serve on the Executive Committee as it may feel is appropriate in the circumstances. Co-opted members will not be entitled to vote on matters relating to the administration of the Club’s affairs.

The Executive Committee shall have the authority to appoint sub-committees and working groups which will report to it. The Officers of the Club shall be exofficio members of such sub-committees and working groups. Unless the Executive Committee determines otherwise, the sub-committees and working groups shall have the power to elect their own Chairman.

6. Meetings of the Executive Committee

The Executive Committee shall meet not less than two times in any one calendar year for the conduct of the normal business of the Club but any two of the Officers acting together shall have the authority to instruct the Secretary to convene a meeting of the Executive Committee at anytime. Not less than seven day’s notice shall be given in writing (by post or by e-mail) to the Executive Committee members, specifying the business to be dealt with at meetings of the Executive Committee. Any member of the Executive Committee who is absent from three consecutive meetings of the Executive Committee shall be deemed to have offered his/her resignation from the Executive Committee. The quorum of the Executive Committee is a minimum of three Officers.

7. Finances

The Club shall have the authority to levy membership fees, to generate income from advertising, sponsorship and the like and to meet all reasonable fees, expenses and costs incurred by the Club in the execution of its day-to-day activities. Any surplus (or deficit) arising from these activities shall remain the property (or be the liability) of the members of the Club, with each member having one share, regardless of the period of their membership. The Club will maintain bank or other appropriate accounts with reputable financial organisation(s) regulated by the Financial Services Authority which has/have been appointed by the Executive Committee through which all financial transactions of the Club will be entered. The Executive Committee shall appoint not less than three signatories, of whom any two must sign any and all documents relating to the transaction of the financial affairs of the Club.

8. Club accounts

The Treasurer will maintain accurate and up to date financial records pertaining to the activities of the Club and shall submit a report on the financial status of the Club at each meeting of the Executive Committee. The accounting year of the Club shall be 1st January to 31st December. At the end of each accounting year, the annual accounts of the Club shall be prepared by the Treasurer and submitted to audit or certification by an independent person or persons appointed by the Club at its Annual General Meeting, except that the Club may dispense with the requirement to have the accounts audited if the Treasurer holds an appropriate accounting qualification. Any member shall have the right to have the accounts audited, at his own expense, or to inspect the accounting records during normal office hours at the Treasurer’s offices on giving not less than 10 working days notice to the Treasurer of his intention to exercise this right. The accounts will be submitted to the Club Committee for its approval and adoption prior to being presented to the membership at the Annual General Meeting immediately following the end of the accounting year.

9. Annual General Meeting

The Club will hold its Annual General Meeting no later than the end of March each year at which the following business will be transacted:

  • To receive and (if it is felt appropriate) adopt the annual report of the Officers of the Club for the immediately preceding year ending on 31st December;
  • To receive and (if it is appropriate) adopt the accounts of the Club for the immediately preceding year ending on 31st December;
  • To receive nominations for the Executive Committee and to elect the Officers of the Club,
  • To appoint an auditor, if deemed necessary
  • To consider and (if it is appropriate) approve changes to the joining fee and the annual membership fee, as recommended by the Executive Committee,
  • To transact such other business as may properly, and with due notice, be brought before it.

Notice of the Annual General Meeting shall be given in writing (by post or by email) not less than twenty one days before the date of the meeting. The quorum of the Annual General Meeting is ten members.

10. Special General Meetings

A Special General Meeting of the Club may be convened at any time by the Officers of the Club, who shall also convene such a meeting if not less than 5 members or 25% of the membership (whichever is the lesser) give notice requesting them to do so, which notice shall also state the subject matter of the meeting, including any resolutions that members will be invited to consider. Any such Special General Meeting shall be held not less than fourteen and not more than twenty-one days after the date of the formal decision to convene such a meeting. Notice of the Special General Meeting shall be given in writing (by post or by email) to the members not less than seven days before the date of the meeting. The quorum of a Special General Meeting is ten members.

11. Voting at General Meetings

All votes at General Meetings may be taken, in the first instance, by a show of hands. The Chairman may, at his discretion or if requested by one third of the members present, direct that a ballot be taken. A simple majority of those present and voting shall be required for a motion to be declared passed. The Chairman shall have a second or casting vote in any case where the result of the vote or ballot is declared to be equal.

12. Project Work by members

The Club will set up a Company Limited by Guarantee, whose name shall be The Business Café Limited, through which all project work carried on under the brand “Business Café” shall be conducted. The Company’s members will be the members of the Executive Committee from time to time, who shall determine the project management arrangements for each project undertaken by the Company. The Company shall contract with third parties to provide the services required by the project, and shall subcontract with members in the first instance, or with outside parties if members cannot supply the required services, to obtain the resources it requires. These contracts shall be on such terms as the project management team may determine, save that they shall ensure that there is an appropriate transfer of risk to the members or outside parties who undertake the work, including the requirement that members arrange their own professional indemnity insurance cover in respect of services provided through the Company. Any surplus generated by the projects shall be for the benefit of the Club as a whole.

Approved on 18th March 2010

R A Holmes
Hon Secretary

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