Constitution

PURPOSE

Business Over Breakfast, Devizes (BoB) is a not for profit, member led, business networking group.

OBJECTIVES

To provide a forum for Members to:

Network in a friendly and supportive environment.
Benefit from interacting with like-minded people.
Have the opportunity to give and gain business through referrals.
Share and exchange good business practice.
Provide mutual support for one another and a support network for local businesses, including new start-ups.
Contribute to local charities and the local community.

COMPOSITION

Business Over Breakfast (BoB) is composed of Members and Associate Members, and managed by a Committee selected from the Members.

Membership and Associate Membership is limited to one member per business type, as determined by the Committee.

VALUES, ETHICS AND CONDUCT

All BoB Members and Associate Members are expected to conduct themselves in a way that is respectful to other members of the group and to adopt the BoB Values, Ethics and Conduct.

THE COMMITTEE

Role:

The role of the Committee is to:

Ensure the smooth running of all aspects of the Group, including bi-monthly meetings, finances, mutual support, training and social events.
Uphold the BoB Values, Ethics and Conduct.
Determine business types.
Approve and confirm (or otherwise) membership applications.
Extend invitations for Associate Membership to individuals who make a valuable, ongoing contribution to BoB or the local community but are unable to attend meetings regularly.
Allocate donations to local charities and local community ventures.
Determine one-off Joining Fees and monthly Membership Fees, adjusting them as necessary when required.

Structure and Appointment

The Committee is to consist of no less than 4 and no more than 6 Members.

An individual must have been a Member of BoB for at least 12 months before they can join the Committee.

Associate Members may not join the Committee, nor does time as an Associate Member count towards the 12 months Membership qualifying time.

Members who are on the committees of rival business breakfast clubs within a 10 mile radius of Devizes may not join the BoB Devizes committee.

Committee Members are to be re-appointed and/or new Committee Members are to be appointed at the BoB Annual Meeting, which will normally be combined with the monthly meeting held on the first Wednesday in April.

Normally, Committee Members will be appointed for a 2 year term, with approximately 50% of Committee Members being re-appointed/appointed at each Annual Meeting. In order to maintain continuity, the Chairperson and Treasurer should, wherever possible, stand for re-appointment in alternate years.

Exceptionally, at the Annual Meeting in April 2022 only, in order to establish the 50% annual re-appointment/appointment routine, approximately 50% of the Committee will stand for re-appointment for one year and approximately 50% for 2 years. Thereafter, from April 2023, the normal 2 year term will be apply for all re-appointments/appointments.

When re-appointing/appointing Committee Members:

In the first instance the Members will be invited to bloc vote for the full 50% (approximately) of the Committee as proposed by the Committee. (Exceptionally in April 2022, 100% of the Committee.)
In the event of this failing, proposed Committee Members will be voted on individually.

Re-appointment/Appointment is by majority vote (51%+) of the permanent status (6 months+ reviewed membership) Members present, with a Quorum being at least 10 of such Members or 70% of all such Members, whichever is the lower. (Members in their first 6 months of membership and Associate Members do not have voting rights.)

Permanent status (6 months+ reviewed membership) Members who are unable to attend the meeting may cast their votes in writing in advance of the meeting or authorise (in writing) another permanent status Member to vote on their behalf. Such votes and authorisations are to be sent to the BoB Committee no later than 5:00 p.m. the day before the meeting. Such ‘in absentia’ votes and authorised proxy voters count towards the number of ‘Members present’ and towards the Quorum.

In cases of deadlock, the Committee Chairperson has a casting vote.

Where circumstances dictate, the Annual Meeting may be held by video conferencing and Members may also join in an in-situ Annual Meeting through video conferencing.

It is for re-appointed/appointed Committee Members to then appoint individual Committee Members to specific Committee roles. The Committee is free to change the roles required as circumstances dictate, but they must always include a Chairperson and a Treasurer.

The Committee may appoint new Committee Members in the course of the year if vacancies arise, but such appointments are to be confirmed (or otherwise) at the next Annual Meeting.

Operation

The Committee is to meet approximately once every 2 months and no less than 4 times a year.

Committee decisions are to be approved by a majority vote of Committee Members present, with a Quorum being approximately 80%, thus depending on the size of the Committee: 5/6, 4/5, 3/4. In cases of deadlock, the Committee Chairperson has a casting vote.

Finance

The committee is responsible for the sound financial management of the Group. It is to ensure that the Group does not go into deficit and is to maintain an appropriate contingency fund when possible.

At the Annual Meeting the Committee will be authorised to spend up to specified sums under the following headings:

Breakfast Costs
Committee Meetings
Social Events
Training
Marketing
Donations to local charities and local community ventures

Expenditure in excess of the above sums, other than that directly linked to an increase in membership numbers and therefore a proportional increase in income, requires in-year pre-authorisation at a regular bi-monthly BoB meeting.

In both instances approval is by majority vote (51%+) of the permanent status (6 months+ reviewed membership) Members present, with a Quorum being at least 10 of such Members or 70% of all such Members, whichever is the lower. (Members in their first 6 months of membership and Associate Members do not have voting rights.)

In cases of deadlock, the Committee Chairperson has a casting vote.

Membership Applications and Associate Membership Invitations

The Committee’s role in the Membership Applications and Associate Membership Invitations processes is outlined under the relevant headings below.

MEMBERS

All Members are to:

Conduct themselves in a way that is respectful to other members of the Group.
Adopt the BoB Values, Ethics and Conduct, including being prepared to contribute a small amount of time to BoB business if so requested by the BoB Committee.
Pay BoB monthly subscriptions (£30 per month) on time or make arrangements if suffering financial difficulty.
Attend meetings as regularly as possible and, in normal circumstances, at least 60% of meetings held each year. (This regular attendance constitutes ‘Active Membership’. Members whose attendance falls below this level may be asked to step aside if BoB receives an application to join from someone in the same business category.)

Members have voting rights once ‘Permanent Status’ is confirmed after 6 months membership. Until that time they have no voting rights. (See Membership Application Process below.)

MEMBERSHIP APPLICATION PROCESS

The application process is conducted as follows:

Potential members may attend up to 2 meetings as a visitor in any 6-month period, provided that they are from an unfilled business category.
Potential members may apply for one vacant business category only, unless otherwise approved by the BoB Committee.
Any member with multiple businesses is normally permitted to promote only the one business for which they applied. A secondary business or charity may be promoted in the event that it does not clash with an existing member and that the BoB Committee formally agrees to this. If a new member successfully applies to join under the secondary category, the right to promote that business will be rescinded.
By submitting the application form, potential members agree to abide by the BoB Values, Ethics and Conduct.
New members are subject to the agreement of the current membership and approval of the BoB Committee. Any Member who is not content that a membership application should be approved is to inform a Committee Member.
Once membership is confirmed, new members are to pay the £35 one-off joining fee and set up a monthly standing order of £30 to cover their membership fees.
New members are to attend a minimum of 8 meetings in the first 6 months of membership. At the end of 6 months a review will be made and, if satisfactory, permanent status as a member will be confirmed.
Minimum membership is for 6 months. After this, membership can be cancelled.
Members are responsible for ensuring that all changes of details are notified to the Committee at committee@bob-devizes.co.uk.
Members leaving the group are responsible for cancelling their standing orders. Refunds will not be given.

ASSOCIATE MEMBERSHIP - BY INVITATION

Associate Membership is by invitation by the BoB Committee only and cannot be applied for. The Committee may consider extending such invitations to individuals who make a valuable, ongoing contribution to BoB or the local community but are unable to attend meetings regularly.

Details of Associate membership are as follows:

Associate Members are to Conduct themselves in a way that is respectful to other members of the Group.
Associate Members are to adopt the Group’s Values, Ethics and Conduct in the same way as Full Members, including being prepared to contribute a small amount of time to BoB business if so requested by the BoB Committee.
Associate Membership is subject to the same one member per business type criteria as Full Membership. Therefore, if someone of an identical category applies to join as a Full Member, the Committee may ask an Associate Member to choose between adopting Full Membership, stepping down, or joining under another category which does not overlap with the new member.
Associate Membership is free for the first 3 months. Thereafter, Associate Members are to pay the £35 one-off joining fee and set up a monthly standing order of £12 to cover their membership fees.
Associate Members have a profile on the website and are welcome to join the odd meeting if able to do so. If they attend twice in a month they are asked to pay an additional £10 for breakfast. If they become able to attend regularly then they are expected to take up Full Membership (£30 per month) to cover costs.
Associate Members are encouraged to attend training and social events, and also to return data on referrals passed, 121s and business received through BoB in the same way as Full Members.
Associate Members do not have voting rights.

GROUP MEETINGS

Group Meetings are normally held on the first and third Wednesday of every month.

Conduct expected before and at Group Meetings is specified in the Group’s Values, Ethics and Conduct.

THE ANNUAL MEETING

Role. The role of the Annual Meeting is to:

Approve accounts for the previous year.
Approve planned expenditure for the coming/current year.
Re-appoint/appoint approximately 50% of Committee Members for the next 2 years.
Exceptionally, at the Annual Meeting in April 2022 only, in order to establish the 50% annual re-appointment/appointment routine, approximately 50% of the Committee will stand for re-appointment for one year and approximately 50% for 2 years. Thereafter, from April 2023, the normal 2 year term will be apply for all re-appointments/appointments.

Timing. The Annual Meeting will normally be combined with the monthly meeting held on the first Wednesday in April.

Authority.

Decisions must be approved by majority vote (51%+) of the permanent status (6 months+ reviewed membership) Members present, with a Quorum being at least 10 of such Members or 70% of all such Members, whichever is the lower. (Members in their first 6 months of membership and Associate Members do not have voting rights.)
Permanent status (6 months+ reviewed membership) Members who are unable to attend the meeting may cast their votes in writing in advance of the meeting or authorise (in writing) another permanent status Member to vote on their behalf. Such votes and authorisations are to be sent to the BoB Committee no later than 5:00 p.m. the day before the meeting. Such ‘in absentia’ votes and authorised proxy voters count towards the number of ‘Members present’ and towards the Quorum.
In cases of deadlock, the Committee Chairperson has a casting vote.
Where circumstances dictate, the Annual Meeting may be held by video conferencing and Members may also join in an in-situ Annual Meeting through video conferencing.

EXTRAORDINARY GENERAL MEETING

In the event that Members have an urgent matter to raise regarding the management of BoB, they may call for an Extraordinary General Meeting. The procedure is as follows:

A minimum of 7 permanent status (6 months+ reviewed membership) Members or 50% of all such Members, whichever is the greater, must request the meeting.
The matter(s) to be addressed must be stated.
The meeting should normally be held within 28 days of the request being received.
Only the matter(s) specified in the request are to be addressed.

Authority.

Decisions must be approved by majority vote (51%+) of the permanent status (6 months+ reviewed membership) Members present, with a Quorum being at least 10 of such Members or 70% of all such Members, whichever is the lower. (Members in their first 6 months of membership and Associate Members do not have voting rights.)
Permanent status (6 months+ reviewed membership) Members who are unable to attend the meeting may cast their votes in writing in advance of the meeting or authorise (in writing) another permanent status Member to vote on their behalf. Such votes and authorisations are to be sent to the BoB Committee no later than 5:00 p.m. the day before the meeting. Such ‘in absentia’ votes and authorised proxy voters count towards the number of ‘Members present’ and towards the Quorum.
In cases of deadlock, the Committee Chairperson has a casting vote.
Where circumstances dictate, the Extraordinary General Meeting may be held by video conferencing and Members may also join in an in-situ Extraordinary General Meeting through video conferencing.

DISBANDMENT OF THE GROUP - THE FINAL MEETING

Members may vote to disband the Group at an Annual Meeting or an Extraordinary General Meeting.

Authority.

The fact that the matter of potential Disbandment is to be addressed must be promulgated to all Members at least 20 days before the meeting.
A decision to disband the Group must be approved by at least 90% of all permanent status (6 months+ reviewed membership) Members, with a Quorum, therefore, being at least 90% of such Members. (Members in their first 6 months of membership and Associate Members do not have voting rights.)
Permanent status (6 months+ reviewed membership) Members who are unable to attend the meeting may cast their votes in writing in advance of the meeting or authorise (in writing) another permanent status Member to vote on their behalf. Such votes and authorisations are to be sent to the BoB Committee no later than 5:00 p.m. the day before the meeting. Such ‘in absentia’ votes and authorised proxy voters count towards the number of ‘Members present’ and towards the Quorum.
In cases of deadlock, the Committee Chairperson has a casting vote.
Where circumstances dictate, the Final Meeting may be held by video conferencing and Members may also join in an in-situ Final Meeting through video conferencing.

Dispersal of Funds.

In the event of the disbandment of the Group, all funds remaining after the payment of all outstanding liabilities, are to be distributed to local charities and local community groups and projects, as decided by the Committee.

MAKING CHANGES TO THE CONSTITUTION

The Committee is authorised to make minor, ‘housekeeping’, amendments to the Constitution, as required. Proposed changes of any significance are to be put to an Annual Meeting for authorisation or, in exceptional circumstances, to an Extraordinary General Meeting.

Authority.

The proposed change to the Constitution must be promulgated to all Members at least 20 days before the meeting.
A decision to make a change to the Constitution must be approved by at least 75% of all permanent status (6 months+ reviewed membership) Members, with a Quorum, therefore, being at least 75% of such Members. (Members in their first 6 months of membership and Associate Members do not have voting rights.)
Permanent status (6 months+ reviewed membership) Members who are unable to attend the meeting may cast their votes in writing in advance of the meeting or authorise (in writing) another permanent staus Member to vote on their behalf. Such votes and authorisations are to be sent to the BoB Committee no later than 5:00 p.m. the day before the meeting. Such ‘in absentia’ votes and authorised proxy voters count towards the number of ‘Members present’ and towards the Quorum.
In cases of deadlock, the Committee Chairperson has a casting vote.
Where circumstances dictate, the Annual Meeting/Extraordinary General Meeting may be held by video conferencing and Members may also join in an in-situ Annual Meeting/Extraordinary General Meeting through video conferencing.

Annexes:

A. Honorary Members and Special Advisors.

B. Primary Members and Regular Substitutes.

Annex A to BoB Constitution

Honorary Members and Special Advisors

In special circumstances, individuals may be invited by the Committee to become Honorary Members or Honorary Members and Special Advisors.

Honorary Member - Term Lifetime

Conditions for appointment:

At the invitation of the committee only.
A full member for a minimum of 4 years.
A committee member for a minimum of 2 years.
Must be deemed to have made an outstanding contribution to the group, and to have acted consistently in the interests of the group throughout their tenure.
The committee to agree unanimously upon the invitation (those not present in the meeting where this is voted upon may vote in advance by email, letter or proxy).

An Honorary Member:

Will normally not be asked to pay a fee for membership. However, in instances where they continue to occupy a BoB business category they will be asked to pay the same fee, under the same conditions, as an Associate Member until such time as they vacate the category.
May attend, and may be invited by the committee to chair, the AGM (although there is no obligation to do so).
Will be invited to all social events free of charge (partners will also to be invited but will be asked to pay as is the case with full members).
May be invited to deliver one or more education slots per year (if that’s feasible).
Breakfasts at up to three meetings per annum to be complimentary.
May opt to visit any meetings but may be asked to contribute to the cost of additional breakfasts.
May receive all group communications unless they opt out.
All complimentary breakfasts and free attendance at social events to be subject to the Group’s financial position, as viewed by the committee.

Special Advisor - Term Two Years

An Honorary Member may (or may not) also be invited to become a Special Advisor at the invitation of the committee for a period of 2 years (optionally renewable thereafter).

A Special Advisor must also be an Honorary Member.

A Special Advisor may be invited (without obligation) to:

Advise the committee on constitutional, training, charitable giving, IT, marketing, finance, environmental or other matters from time to time (a gentleman’s or lady's agreement to be made with the committee about the amount of time which may be devoted to this).
Attend occasional committee meetings if relevant.
Deliver one training event per annum (if this does not clash with a full member).

A Special Advisor will receive all group communications.

For Honorary Members who are also Special Advisors, breakfasts at up to five meetings per annum and all committee and training meetings (which they are invited to) to be complimentary. (Subject to the Group’s financial position, as viewed by the committee.)

An Honorary Member must feel free to resign the position of Special Advisor at any time.

Annex B to BoB Constitution

Primary Members and Regular Substitutes

Where the Primary BoB Member is often represented by a Regular Substitute, the following will apply:

Only the Primary Member representing a company can be eligible to vote. (For a small business this will be the business owner, unless otherwise approved by the Committee.)
That person must have fulfilled the criteria for Permanent Status Membership: attendance at a minimum of 8 meetings in the first 6 months of membership plus satisfactory review (Constitution, Membership Application Process, Bullet 7); and, thereafter, those for Active Membership: attendance at a minimum of 60% of meetings each year (Constitution, Members, Bullet 4.)
Whoever’s profile is on the BoB website listed as a Full Member for a company will be counted as the voting Primary Member.
The 6 month voting eligibility starts from when someone is listed as the Full Member on the BoB website, unless this is delayed for reasons beyond their control, when it will start from the moment that membership commences with the payment of the joining fee.
If two or more people represent a company only one person can be listed as a Full Member on the website and be the Primary Member eligible to vote.
A secondary person who attends as a regular substitute must also be listed on the BoB website. They will be listed on the website as a “Regular Substitute” but will have no voting rights.
If the Primary Member (listed as a Full Member on the website) attends less than 60% of meetings themselves they will forfeit their right to vote. However their membership will still be valid if 60% of meetings are attended by a combination of the Full Member and a Regular Substitute
Regular Substitutes can also attend training and social events in place of the primary member.