Constitution: Difference between revisions

Revision as of 20:44, 4 December 2019

Template:NUMBEREDHEADINGS Below is the Nottingham Hackspace Constitution. This page is protected as the constitution can only be changed at an AGM or EGM. Any discussion about this document can take place on the Talk page.

Articles refers to Nottinghack’s Articles of Association, and is in addition to them
The Board refers to the seven trustees of Nottinghack
Nottinghack refers to the organisation Nottingham Hackspace Ltd
The Space refers to the physical area, building or buildings leased or purchased by Nottinghack
Trustee refers to members elected to ensure the adequate running of Nottinghack
Member refers to any person currently a member of Nottinghack as defined in section 2 of the Articles. The board maintains a list of all members
Voting member is any member who has communicated their absence, is known to have physically attended the Nottingham Hackspace or stated a voting preference in the last 6 months
Non-voting member is any member who has not communicated their absence, is not known to have physically attended the Nottingham Hackspace or stated a voting preference in the last 6 months
Resolution A resolution of the Board refers to section 6.3 of this document
N-1 Majority refers to section 6.2 of this document
Clear Days means (in relation to the period of a notice) that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

Trustees

All trustees will be directors of Nottingham Hackspace Ltd

A trustee’s term of office shall normally be approximately two years, from 1st June of election year, to 31st May 2 years later

Trustees are limited to two consecutive full terms

Historical trustees may stand again for election after a year of not being a trustee

The Board shall consist of seven trustees

The Board can appoint an additional member to the board to act as Treasurer if they feel it is in the best interests of Nottinghack

All other roles shall be decided between the Board as and when it becomes necessary

Standing Down

A trustee wishing to stand down part way through their term must give 42 days notice, to allow for the election of a replacement

The departing Trustee must formally notify the remaining Trustees via email

The departure of a Trustee must be announced publicly by the remaining Trustees first

Trustees who have reached the end of their term do not need to formally announce their intention not to re-stand for election

Annual General Meetings

An Annual General Meeting (AGM) must take place each calendar year, within 90 days of the end of Nottinghack's financial year.

All members must be given 28 Clear Days notice of an AGM. Notice is specified in 1.115 – 1.117 of Nottinghack’s Articles.

The Trustees will invite submissions for the AGM agenda when notice is given. Members will have 14 days to submit items.

The Trustees will consider all submissions and group into three categories: AGM, Member’s Meeting, Unsuitable.

The Agenda will be sent to all members at least 7 Clear Days before the AGM.

All submitted items categorised as AGM must be included on the agenda

With the agenda, the Trustees will also notify all members of all submitted items and how they have been categorised.

An Extraordinary General Meeting (EGM) can be called by a majority of the Board, or 5% of members.

An EGM should only have one item on its agenda, but can have multiple items if they are closely related

All members must be given notice of an EGM as per sections 1.113 - 1.121 of Nottinghack's Articles.

An AGM or EGM will be quorate if more than 20% of voting members attend

Constitutional changes can only be carried by a 60% majority of AGM attendees

Any vote during an AGM may be conducted in secret at the request of any member

The agenda for the EGM must be sent at the same time as notice is given

Board Meetings

The Board will hold regular meetings usually monthly, open to all current and potential members

Any member may submit items to the agenda

Meeting dates and times will be shown on the Nottinghack event calendar

Minutes are to be taken and are publicly available

Terminations

Membership may be terminated if:

the member dies or, if it is an organisation, ceases to exist;

the member resigns by written notice to the Board;

any sum due from the member to Nottinghack is not paid in full within six weeks of it falling due - a minimum of one reminder will be sent during that time;

the member is removed from membership by a resolution of the Board that it is in the best interests of Nottinghack that his or her or membership is terminated. A resolution to remove a member from membership may only be passed if

the member has been given at least twenty-one days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed;

the member or, at the option of the member, the member’s representative (who need not be a member of Nottinghack) has been allowed to make representations to the meeting.

Elections

Trustee positions become vacant when Trustees either reach the end of their term of office, or decide to stand down part way through their term.

Normal Elections for vacant Trustee positions must happen within May, and will include all positions that will become vacant in that month.

Mid-term elections

A replacement Trustee serves the remainder of the retiring Trustees term.

Elections for vacant Trustee positions as a result of a Trustee standing down part way through their term must happen around the end of a Trustee's notice period, and no later than 2 weeks after.

If a Trustee stands down in the last six months of their term, the remaining Trustees can choose not to replace the outgoing Trustee through an N-1 Majority.

There should only be one vacant position at any time. If another Trustee stands down, an election for all vacant positions should be run.

Deviations from points within 5.3 can be made, but must have the agreement of all remaining Trustees. The decision and reasoning behind them must be made public.

Nominations

Any member can nominate themselves to stand for election by giving notice to the Trustees during the nomination window.

The nomination window will normally begin 28 days prior to the elections and end 7 days before elections begin.

The number of nominations must be at least one above the number of open positions.

If an insufficient number of nominations are received during the window, the current nominations will be made public and a new nomination window announced.

If there remains an insufficient number of nominations after the second window, the Trustees should engage with the membership and wider Hackspace community. During this consultation, the Hackspace should be closed for normal activities.

Running an Election

Elections shall be conducted using electronic means which must be secure and fair.

The board shall invite offers for a member to act as Returning Officer. This member must be agreed by an N-1 Majority of the Trustees and cannot stand for election. If no offer is received the Trustees can approach a current member or an external party if needed.

The Returning Officer shall provide a means for offline voting.

Elections will use Single Transferable Vote.

Members may abstain from voting.

A Re-open Nominations (RON) Candidate will be included. Any candidates that win before RON will be elected. If positions remain open (RON is elected), a new election will be run for the remaining positions.

If an election contains positions with different terms the positions will be ordered by length of remaining term, longest first, and awarded in order as each candidate passes the winning threshold.

Ties

In the event of a tie, a new election will take place immediately amongst the tied candidates. Voting must happen within a 7 day window.

If one of the tied candidates decides to withdraw and the remaining candidate has passed the winning threshold a new election will not be required.

Making Decisions

The board has two ways to make decisions - N-1 and Majority.

N-1 is defined as a majority of the trustees with 0 or 1 trustees disagreeing and is only required for use where defined by the constitution or legal requirement.

For normal decisions, each trustee can vote one of three ways: Yes, No or Abstain.

Each No vote vetoes a single Yes vote.

For a decision to pass, it must have a total of 4 Yes votes.

As such, a decision cannot pass with two or more No votes.

Trustees can change their vote at any time up until the decision is formally passed or denied.

@@ Line 20: / Line 20: @@
 ===A trustee’s term of office shall normally be approximately two years, from 1st June of election year, to 31st May 2 years later===
-===Trustees are limited to two consecutive terms===
+===Trustees are limited to two consecutive full terms===
 ====Historical trustees may stand again for election after a year of not being a trustee====