Difference between revisions of "Constitution"
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(Change the wording related to the terms of Trusteeship.) |
(Special Resolution, Elections clear up and improvement) |
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* '''Articles''' refers to Nottinghack’s [[Nottingham_Hackspace_LTD|Articles of Association]], and is in addition to them | * '''Articles''' refers to Nottinghack’s [[Nottingham_Hackspace_LTD|Articles of Association]], and is in addition to them | ||
| − | |||
* '''Nottinghack''' refers to the organisation Nottingham Hackspace Ltd | * '''Nottinghack''' refers to the organisation Nottingham Hackspace Ltd | ||
* '''The Space''' refers to the physical area, building or buildings leased or purchased by Nottinghack | * '''The Space''' refers to the physical area, building or buildings leased or purchased by Nottinghack | ||
| + | * '''The Board''' refers to the seven trustees of Nottinghack | ||
* '''Trustee''' refers to members elected to ensure the adequate running of 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 | + | * '''Member''' refers to any person currently a member of Nottinghack as defined in section 1.1 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 | + | * '''[[Voting & Non-voting member|Voting member]]''' is any member who has communicated their absence, is known to have physically attended The Space 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 | + | * '''[[Voting & Non-voting member|Non-voting member]]''' is any member who has not communicated their absence, is not known to have physically attended The Space or stated a voting preference in the last 6 months |
| − | * '''Resolution''' A resolution of the Board refers to section | + | * '''Resolution''' A resolution of the Board refers to section 2.3 of this document |
| − | * '''N-1 Majority''' refers to section | + | * '''N-1 Majority''' refers to section 2.2 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; | * '''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; | ||
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===A trustee’s term of office shall normally be approximately two years, from 1st June of election year, to 31st May 2 years later=== | ===A trustee’s term of office shall normally be approximately two years, from 1st June of election year, to 31st May 2 years later=== | ||
| + | |||
| + | ====A trustee remains in office until the completion of the election of their replacement.==== | ||
===Trustees are limited to two consecutive full terms=== | ===Trustees are limited to two consecutive full terms=== | ||
| Line 36: | Line 38: | ||
====The departing Trustee must formally notify the remaining Trustees via email==== | ====The departing Trustee must formally notify the remaining Trustees via email==== | ||
| − | ====The | + | ====The public announcement (to all Members) of a Trustees departure, must be made by the remaining Trustees first, and within 7 days of the notice==== |
====Trustees who have reached the end of their term do not need to formally announce their intention not to re-stand for election==== | ====Trustees who have reached the end of their term do not need to formally announce their intention not to re-stand for election==== | ||
| − | == | + | ==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.==== |
| − | == | + | ==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. The decision and reasoning behind them must be made public (to all Members)==== |
| − | === | + | ====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 3.3 can be made, but must have the agreement of all remaining Trustees. The decision and reasoning behind them must be made public. (to all Members)=== |
| − | === | + | ===Nominations=== |
| − | === | + | ====Any member can nominate themselves to stand for election by giving notice to the Trustees during the nomination window.==== |
| − | == | + | ====A nomination window is 21 days long and normally begins 28 days prior to the elections. Leaving at least 7 days and no more than 14 days before the voting period begins.==== |
| − | ===The | + | ====The number of nominations must be at least one above the number of open positions.==== |
| − | === | + | ====The current nominations will be made public within 1 day of the window end.==== |
| − | === | + | ====If an insufficient number of nominations are received during the window a new nomination window is announced along with the nominations per 3.5.4.==== |
| − | === | + | ====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 Space should be closed for normal activities.==== |
| − | == | + | ===Running an Election=== |
| − | + | ====Election voting period will be 7 days.==== | |
| − | === | + | ====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.==== |
| − | == | + | ==Members 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=== |
| − | == | + | ==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 at least 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 at least 14 days to submit items.=== | |
| − | ==== | + | ====A submission to the agenda should include a suggested tile and a description of the topic to be discussed.==== |
| − | ====If | + | ====If submission is proposing a Special Resolution to change the Constitution per 5.5, in addition to 5.3.1 it must also clearly identify what exists in the current Constitution and what is being proposed as a change.==== |
| − | === | + | ====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 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 or EGM may be conducted in secret at the request of any member=== |
| − | === | + | ===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.=== |
| − | === | + | ===The agenda for the EGM must be sent at the same time as notice is given=== |
| − | == | + | ==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 as part of their monthly dues 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.==== |
[[Category:Infrastructure]] | [[Category:Infrastructure]] | ||
[[Category:Governance]] | [[Category:Governance]] | ||
Latest revision as of 21:25, 2 December 2020
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
- Nottinghack refers to the organisation Nottingham Hackspace Ltd
- The Space refers to the physical area, building or buildings leased or purchased by Nottinghack
- The Board refers to the seven trustees of 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 1.1 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 Space 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 Space or stated a voting preference in the last 6 months
- Resolution A resolution of the Board refers to section 2.3 of this document
- N-1 Majority refers to section 2.2 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;
1 Trustees
1.1 All trustees will be directors of Nottingham Hackspace Ltd
1.2 A trustee’s term of office shall normally be approximately two years, from 1st June of election year, to 31st May 2 years later
1.2.1 A trustee remains in office until the completion of the election of their replacement.
1.3 Trustees are limited to two consecutive full terms
1.3.1 Historical trustees may stand again for election after a year of not being a trustee
1.4 The Board shall consist of seven trustees
1.5 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
1.6 All other roles shall be decided between the Board as and when it becomes necessary
1.7 Standing Down
1.7.1 A trustee wishing to stand down part way through their term must give 42 days notice, to allow for the election of a replacement
1.7.2 The departing Trustee must formally notify the remaining Trustees via email
1.7.3 The public announcement (to all Members) of a Trustees departure, must be made by the remaining Trustees first, and within 7 days of the notice
1.7.4 Trustees who have reached the end of their term do not need to formally announce their intention not to re-stand for election
2 Making Decisions
2.1 The board has two ways to make decisions - N-1 and Majority.
2.2 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.
2.3 For normal decisions, each trustee can vote one of three ways: Yes, No or Abstain.
2.3.1 Each No vote vetoes a single Yes vote.
2.3.2 For a decision to pass, it must have a total of 4 Yes votes.
2.3.3 As such, a decision cannot pass with two or more No votes.
2.3.4 Trustees can change their vote at any time up until the decision is formally passed or denied.
3 Elections
3.1 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.
3.2 Normal Elections for vacant Trustee positions must happen within May, and will include all positions that will become vacant in that month.
3.3 Mid-term elections
3.3.1 A replacement Trustee serves the remainder of the retiring Trustees term.
3.3.2 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.
3.3.3 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. The decision and reasoning behind them must be made public (to all Members)
3.3.4 There should only be one vacant position at any time. If another Trustee stands down, an election for all vacant positions should be run.
3.4 Deviations from points within 3.3 can be made, but must have the agreement of all remaining Trustees. The decision and reasoning behind them must be made public. (to all Members)
3.5 Nominations
3.5.1 Any member can nominate themselves to stand for election by giving notice to the Trustees during the nomination window.
3.5.2 A nomination window is 21 days long and normally begins 28 days prior to the elections. Leaving at least 7 days and no more than 14 days before the voting period begins.
3.5.3 The number of nominations must be at least one above the number of open positions.
3.5.4 The current nominations will be made public within 1 day of the window end.
3.5.5 If an insufficient number of nominations are received during the window a new nomination window is announced along with the nominations per 3.5.4.
3.5.6 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 Space should be closed for normal activities.
3.6 Running an Election
3.6.1 Election voting period will be 7 days.
3.6.2 Elections shall be conducted using electronic means which must be secure and fair.
3.6.3 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.
3.6.4 The Returning Officer shall provide a means for offline voting.
3.6.5 Elections will use Single Transferable Vote.
3.6.6 Members may abstain from voting.
3.6.7 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.
3.6.8 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.
3.7 Ties
3.7.1 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.
3.7.2 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.
4 Members Meetings
4.1 The Board will hold regular meetings usually monthly, open to all current and potential members
4.2 Any member may submit items to the agenda
4.3 Meeting dates and times will be shown on the Nottinghack event calendar
4.4 Minutes are to be taken and are publicly available
5 Annual General Meetings
5.1 An Annual General Meeting (AGM) must take place each calendar year, within 90 days of the end of Nottinghack's financial year.
5.2 All members must be given at least 28 Clear Days notice of an AGM. Notice is specified in 1.115 – 1.117 of Nottinghack’s Articles.
5.3 The Trustees will invite submissions for the AGM agenda when notice is given. Members will have at least 14 days to submit items.
5.3.1 A submission to the agenda should include a suggested tile and a description of the topic to be discussed.
5.3.2 If submission is proposing a Special Resolution to change the Constitution per 5.5, in addition to 5.3.1 it must also clearly identify what exists in the current Constitution and what is being proposed as a change.
5.3.3 The Trustees will consider all submissions and group into three categories: AGM, Member’s Meeting, Unsuitable.
5.3.4 The Agenda will be sent to all members at least 7 Clear Days before the AGM.
5.3.5 All submitted items categorised as AGM must be included on the agenda
5.3.6 With the agenda, the Trustees will also notify all members of all submitted items and how they have been categorised.
5.4 An AGM or EGM will be quorate if more than 20% of voting members attend
5.5 Constitutional changes can only be carried by a 60% majority of AGM attendees
5.6 Any vote during an AGM or EGM may be conducted in secret at the request of any member
5.7 An Extraordinary General Meeting (EGM) can be called by a majority of the Board, or 5% of members.
5.9 All members must be given notice of an EGM as per sections 1.113 - 1.121 of Nottinghack's Articles.
5.10 The agenda for the EGM must be sent at the same time as notice is given
6 Terminations
Membership may be terminated if: