1 Interpretation

1.1 In this Constitution (except where the context otherwise requires):

(a) any reference to a clause or schedule is to the relevant clause or schedule of or to this Agreement and any reference to a sub-clause or paragraph is to the relevant sub-clause or paragraph of the clause or schedule in which it appears;
(b) the clause headings are included for convenience only and shall not affect the interpretation of this Constitution;
(c) use of the singular includes the plural and vice versa;
(d) use of any gender includes the other genders;
(e) any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
(f) any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation provided that, as between the parties, no such amendment or modification shall apply for the purposes of this Constitution to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

1.2 The schedules form part of this Constitution and shall have effect as if set out in full in the body of this Constitution and any reference to this Constitution includes the schedules.

1.3 In the event of any conflict between the provisions of this Constitution and the provisions of the schedules, the provisions of this Constitution shall prevail.

2 Name

2.1 The name of the organisation shall be “SMART Club East of England” (referred to in this Constitution as “the SCEE”)

3 Objects and Powers

3.1 The objects of the SCEE are: 

(a) To make available the technological expertise, and managerial acumen of members and other business and academic experts to the businesses of the members, to facilitate entrepreneurship, management skills and wealth creation, enhance the return on investment and create market orientated products and process ahead of the competition;
(b) To network the expertise of the members to the advantage of all the SCEE membership;
(c) To provide a mutually supporting environment from which technological and managerial skills can be used to the benefit of member companies;
(d) To network individual members to appropriate business experts;
(e) To produce and provide each member with an up-to-date database of members’ organisations and their associated expertise when requested by a member ;
(f) To develop and maintain a website providing information and access to SCEE members;
(g) To assist SCEE members in attaining and maintaining a world class status for their businesses;
(h) To bring to the attention of SCEE members sources of financial help available through the UK Government and European Union, and to offer advice and guidance on the appropriateness of programmes;
(i) To link the SCEE to other similar clubs in the UK.

3.2 In furtherance of the said objects but not otherwise the Committee members of the SCEE on behalf of the SCEE shall have the following powers: 

(a) to enter into contracts for the objects of the SCEE;
(b) to employ or retain on such terms as to as may be thought fit, any persons qualified to assist in the provision of any of the activities or administration of the SCEE;
(c) to purchase, take on lease or licence, hire or otherwise acquire real and personal property and any rights and privileges which shall be necessary or convenient for the promotion of the objects of the SCEE or any of them and to deal with it as the Committee thinks fit;
(d) to sell, let, sub-let, licence occupation or use of, mortgage, dispose of and in any way turn to account or otherwise deal in all or any part of the property or assets of the SCEE for or without any consideration and subject to such terms and conditions as may be thought fit;
(e) to issue appeals, hold public meetings, lectures, exhibitions and entertainments and take all such other steps as may be necessary for the purpose of promoting and publicising the objects of the SCEE or procuring contributions to its funds in the form of donations, subscriptions, covenants and otherwise and to receive gifts by will or inter vivos of property of any description whether or not subject to any express trusts;
(f) to open and operate banking accounts and other facilities for banking;
(g) to borrow or raise money upon such terms and on such security as may be considered expedient;
(h) to enter into any contract of insurance howsoever in respect of any matter in which the SCEE has an insurable interest;
(i) to make charges including nominal or no charges in respect of any of the activities of the SCEE;
(j) to establish, promote, amalgamate or co-operate with or become a part or member or affiliate or associate of or act as or appoint trustees, agents, nominees or delegates to control, manage and superintend any institution, trust, association or body incorporated or unincorporated;
(k) to undertake and execute or to create any charitable or other trust to support or subscribe to any charitable or other fund or institution and if deemed desirable for such purpose to enter into any covenant to pay any sums of money periodically to any charitable or other fund or institution;
(l) to invest the monies of the SCEE not immediately required for its purposes in or upon such investments, security or property as may be determined from time to time subject nevertheless to the provisions hereof and to such conditions (if any) as may be imposed or required by law for the time being;
(m) to co-operate and co-ordinate with representatives of other voluntary organisations and statutory authorities in achieving the said objects or any of them;
(n) to procure to be written and print, circulate via the internet, publish, issue and circulate gratuitously or otherwise any reports, periodicals, books, pamphlets, leaflets and other documents;
(o) to provide advice and guidance and procure and provide information;
(p) to appoint and remove trustees to hold any real or personal property of the SCEE and to indemnify any such trustee or trustees against risk and expense;
(q) to do such things as may be required to comply with the Data Protection Acts 1984 and 1998;
(r) to do all such other things as are incidental or conducive to the attainment of the above objects or any of them.

4 Restrictions on application of resources

4.1 The income and property of the SCEE whencesoever derived, shall be applied solely towards the promotion of the objects of the SCEE as set forth in this Constitution.

4.2 Nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the SCEE, or to any member of the SCEE, in return for any services actually rendered to the SCEE, nor prevent the payment of interest at a rate not exceeding a rate equivalent to the base rate of National Westminster Bank p.l.c. from time to time in force on money lent or reasonable and proper rent for premises demised or let by any member to the SCEE subject to a written contract signed by two Committee members of the SCEE being agreed by the contracted party, but so that 

(a) no member of the Committee of the SCEE shall be appointed to any salaried office of the SCEE and
(b) no remuneration or other benefit in money or money’s worth shall be given by the SCEE to any member of the Committee, except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the SCEE.

5 Membership

5.1 Membership of the SCEE shall be open to all persons who have won DTI SMART awards and DTI SPUR awards in the East of England provided only that any subscriptions fixed by the Committee of the SCEE from time to time shall be duly and promptly paid by persons seeking to become or remain members. In addition the Committee may elect honorary members (“Honorary Members”) who will not be required to pay subscriptions. Every Honorary Member shall require re-election by the Committee on an annual basis. The first members of the SCEE shall be those persons whose names appear in Schedule 1.

5.2 Applications for membership of the SCEE shall be made in writing to the Secretary or in such form as the Committee may from time to time prescribe.

5.3 The Committee shall have the right, for good and sufficient reason to terminate the membership of any person, provided that that person shall have the right to attend and be heard by the Committee (save in those cases where the membership subscription is 2 years in arrear) before the decision is made.

5.4 A member of the SCEE shall cease to be a member on the happening of any of the following events:

(a) if he dies; (b) if his membership is determined by the Committee in accordance with clause 4.3; and (c) if by notice in writing to the Secretary he resigns his membership of the SCEE.

5.5 The Committee shall, subject to the requirements of the Data Protection Acts 1984 and 1998, keep a register of members of the SCEE and the members of the Committee and their addresses which shall be kept at the office for the time being occupied by the SCEE and shall be open to inspection by members at all reasonable times.

6 Subscriptions

6.1 Members shall pay such subscriptions at such times and in such manner as the Committee shall determine.

7 Meetings

7.1 An annual general meeting shall be held in each calendar year of which at least twenty one (21) days’ notice in writing shall be given to each member of the SCEE for the following purposes: 

(a) presentation of the annual report of the Committee;
(b) presentation of the annual audited statement of accounts;
(c) election of the Officers and other members of the Committee;
(d) approval of auditors;
(e) any other business specified in the notice of the meeting.

7.2 An extraordinary general meeting shall be called by the Secretary of the SCEE at the request of any of the following persons: 

(a) three members of the Committee; or
(b) any twenty (20) members. At least 14 days’ notice in writing shall be given by the Secretary of the SCEE to each member of the SCEE of any Extraordinary General Meeting.

7.3 All members of the SCEE shall have the right to attend, speak and vote at general meetings. Three members present in person shall constitute a quorum at general meetings. Members shall have the right to present written proposals for consideration and approval at general meetings. The written proposals, which must have the written support of at least five members of the SCEE, shall bedeposited with the Secretary of the Committee not less than five complete working days before the time for holding the meeting.

7.4 Voting shall be by a show of hands unless a poll be demanded by any member on or before the declaration of the result of the show of hands.

7.5 On a poll votes may be given either personally or by proxy. The instrument appointing a proxy shall be in writing, signed by the person appointing the proxy, and shall be deposited at the office for the time being occupied by the SCEE, or with the Secretary, not less than two complete working days before the time for holding the meeting, or adjourned meeting, at which the person named in the instrument proposes to vote. A proxy need not be a member of the SCEE.

7.6 A proxy shall have authority to demand or join in demanding a poll.

7.7 The accidental omission to give notice of a meeting to, or the non- receipt by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceedings held, at any meeting.

7.8 All general meetings shall be chaired by the Chairman or in his absence the Vice-Chairman or another member of the Committee. In the case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

7.9 Subject to this Constitution a general meeting may adopt standing orders for the conduct of meetings.

7.10 The SCEE in general meeting may allow any person to attend a general meeting as an observer and, subject to prior approval by a member of the Committee, may speak.

7.11 Minutes shall be kept of all general meetings.

8 The Steering Committee (“the Committee”)

8.1 The general management of the SCEE shall be controlled by the Committee.

8.2 The first members of the Committee shall be the persons whose names are set out in Schedule 2 and they shall hold office until the end of the first Annual General Meeting. Members of the Committee shall be elected at each annual general meeting of the SCEE by a simple majority of votes and shall hold office from the end of the meeting at which they are elected.

8.3 Members of the Committee shall hold office until the end of the Annual General Meeting next following their election unless they cease to become members of the SCEE or are disqualified or otherwise removed from office in accordance with the provisions of clause 12.

8.4 The SCEE in general meeting may elect a person to fill a vacancy on the Committee or to act as an additional member of the Committee.

8.5 There shall be at least 5 elected members of the Committee.

8.6 The Committee shall manage the financial and other affairs of the SCEE in a responsible manner as it considers fit and shall report to the annual general meeting.

8.7 The Officers of the SCEE shall be the Chairman, the Vice-Chairman, the Secretary, and the Treasurer and such other Officers as may be elected from time to time.

8.8 The Committee shall have the power to co-opt up to five (5) non-voting members on to the Committee from time to time who need not be members of the SCEE.

9 Meetings of the Committee

9.1 The Committee shall hold not less than four (4) meetings in each calendar year.

9.2 Meetings of the Committee may be convened by the Secretary at any time and shall be convened by the Secretary within 7 days of the written request of not less than three (3) members of the Committee being served on the Secretary.

10 Notice of Meetings

10.1 At least 7 days’ notice of any meeting of the Committee shall be given to all members of the Committee provided that the accidental omission to give such notice to, or the non receipt of such notice by, any person shall not invalidate the proceedings of any such meeting.

10.2 With the consent of all members of the Committee a meeting of the Committee may be convened upon shorter notice. Meetings may take place by telephone or other electronic means.

10.3 The notice shall specify the place, the day and hour of the meeting and the nature of business to be discussed.

11 Proceedings of the Committee

11.1 At any meeting of the Committee the number next above one half of all the elected members of the Committee shall constitute a quorum.

11.2 The continuing members of the Committee may act notwithstanding any vacancy in their body, provided that in case the elected members of the Committee shall at any time be reduced in number to less than 5 it shall be lawful for the members of the Committee to act for the purpose of increasing their number by summoning a general meeting, but not for any other purpose.

11.3 At any meeting of the Committee the Chairman of the Committee shall preside as Chairman or if he is not present or is unwilling to act the Vice-Chairman or another member of the Committee shall act as Chairman of the meeting.

11.4 Matters arising at any meeting of the Committee shall be decided by the majority of members present and voting.

11.5 Every member of the Committee shall have one vote.

11.6 In the case of an equality of votes the Chairman of the meeting shall be entitled to a second or casting vote.

11.7 The Committee may invite or allow any person to attend its meetings as an observer and speak.

11.8 The Committee may from time to time appoint one or more sub-committees, with such composition and powers and terms of reference and for such duration as the Committee may think fit.

11.9 All acts bona fide done by any meeting of the Committee or of any sub-committee of the Committee or by any person acting as a member of the Committee shall not be invalidated by any defect in the appointment or qualifications of any member of the Committee or sub-committee such a person acting as aforesaid.

12 Minutes

12.1 The Committee shall cause proper minutes to be kept of all general meetings of the SCEE and of all meetings of the Committee and any sub-committee of the Committee.

13 Disqualification and removal from office of Committee Members

13.1 The office of a member of the Committee shall be vacated in the following circumstances: 

(a) If a receiving order is made against him/her or he makes any arrangement or composition with his creditors; or
(b) If he becomes of unsound mind; or
(c) If in the case of voting members he ceases to be a member of the SCEE; or
(d) If by notice in writing to the SCEE he resigns his/her office; or
(e) If he fails to attend three consecutive Committee meetings without giving good or sufficient reason.
(f) If on behalf of the Committee he acts outside his authority or otherwise than in accordance with this Constitution..

13.2 In addition to the provisions of the preceding sub-clause, the SCEE may, by a resolution passed by a simple majority of the members present and entitled to vote at a general meeting the notice of which specified that it was intended to propose such a resolution, remove any member of the Committee before the expiration of his period of office and may, by a simple majority of its members present and entitled to vote at the said meeting, appoint a qualified person in his stead; but any person so appointed shall retain office only so long as the member of the Committee in whose place he is appointed would have done if he had not been removed.

14 Accounts and audit

14.1 The Committee shall cause proper books of account to be kept with respect to: 

(a) all sums of money received and expended by the SCEE and the matters in respect of which such receipts and expenditure take place; and
(b) all sales and purchases of goods by the SCEE; and
(c) the assets and liabilities of the SCEE.

14.2 The said books of account shall be open to inspection by any member at any reasonable time on prior application to the Committee.

14.3 The said books of account shall give a true and fair view of the state of the affairs of the SCEE, and explain its transactions, and shall, in the form of an income and expenditure account and balance sheet, be laid before the members at the annual general meeting for approval and adoption by the meeting by a simple majority of members present and entitled to vote.

14.4 The financial year of the SCEE shall run from 1 February to 31 January.

14.5 The accounts shall be audited annually by one or more properly qualified auditor(s) appointed by the Committee and approved by a simple majority of the members present and entitled to vote at the annual general meeting preceding the annual general meeting at which the accounts are presented.

15 Trustees

15.1 All or any part of the property of the SCEE may be vested in not less than 2 nor more than 4 trustees, who shall be appointed by the Committee. The trustees shall hold the property so vested in them in trust for the SCEE and shall deal with such property in such manner not inconsistent with this Constitution as the Committee may from time to time direct.

15.2 The Committee may at any time by resolution remove any trustee or trustees and may appoint a trustee in place of any trustee who has died, retired, been removed as aforesaid, refuses to act or has become incapable of acting.

16 Indemnity

16.1 The members of the Committee, the auditor(s) and the trustees (if any) for the time being acting in relation to any of the affairs of the SCEE and each of them and each of their representatives shall be indemnified and secured harmless out of the assets of the SCEE from and against all actions, costs, charges, losses, damages and expenses which they or any of them, or any of their representatives shall or may incur or sustain by the proper execution of their duty or supposed duty in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or default of the others or other of them or for the joining in any receipts for the sake of conformity or for any bankers or other persons with whom any monies or effects belonging to the SCEE shall be placed or invested or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts or in relation thereto.

17 Amendments to the Constitution

17.1 Any clause of this Constitution may be amended by a resolution passed by a two-thirds majority of the members of the SCEE present and entitled to vote at a properly convened and constituted general meeting.

17.2 Notice of the proposed amendments to the Constitution must be given, not less than 21 days before such meeting, to each member specifying the proposed amendments. Amendments may also be presented to the annual general meeting without prior notice thereof having been given, provided that a three-quarters majority of those present and entitled to vote thereat agree to such a procedure.

18 Insolvency and Dissolution

18.1 The SCEE shall at all times remain solvent and able to pay its debts. If the SCEE at any time ceases to be able to pay its debts all members shall immediately take steps to dissolve the SCEE.

18.2 The SCEE may be dissolved by a resolution at a general meeting, passed by a majority of not less than three-quarters of the members present and entitled to vote, which has been convened for the purpose of passing such a resolution and of which not less than 28 days’ written notice shall have been given to each member specifying such proposed resolution.

18.3 On dissolution, all property and assets remaining after the satisfaction of any proper debts and liabilities accrued due shall be transferred to such other institution or body, having objects as nearly similar to some or all of the objects of the SCEE as the general meeting convened for the purpose of dissolving the SCEE may decide and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.

19 Notices

19.1 A notice may be served by the SCEE on any member, either personally or by sending it through the post in a prepaid first-class letter, addressed to such member at his address as appearing in the register of members maintained by the Committee.

19.2 Any notice, if served by post, shall be deemed to have been served on the second day (excluding Sunday) following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and posted as a prepaid first-class letter.

20 Terms & Conditions

20.1 The Committee shall approve terms and conditions (“the Conditions”) which shall be incorporated in to all contracts for the provision of services by members of the SCEE. All contracts for the provision of services by members of the SCEE shall be printed on SCEE headed notepaper.

21 Legislation

21.1 The SCEE shall at all times act in accordance with all applicable laws, regulations and administrative requirements of the United Kingdom (including the Data Protection Acts 1984 and 1998 and the Health and Safety at Work Act 1974).

©2010 SCEE.