TIME BANKS UK ARTICLES OF ASSOCIATION (with link to Memorandum of Articles)

minutes for Time Banks 2009 AGM, Blackpool discussing change to constitution

TIME BANKS UK CONSTITUTION

THE COMPANIES ACTS 1985 AND 1989 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION -of- TIME BANKS UK

1 DEFINITIONS AND INTERPRETATION
1.1 Nothing in this constitution shall authorise an application of the property of the charity for purposes which are not charitable in accordance with section 7 Charities and Trustee Investment (Scotland) Act 2005

1.2 In these articles the words in the first column of the table below shall bear the meaning opposite them in the second column unless they are out of context WORDS MEANINGS
The Act
The companies act 1985 including any statutory alteration or any re-enactment thereof

The Articles
These articles of association and the regulations of the company from time to time in force

The Directors
The directors of the company (and “director” has a corresponding meaning)

The Secretary
Any person appointed to perform the duties of the secretary of the company

The United Kingdom Great Britain and Northern Ireland Month Calendar month Clear days
In relation to the period of a notice means the 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

In writing
Written, printed or lithographed or partly one and partly another and the modes of representing or reproducing words in a visible form

1.3 Singular words shall include the plural and vice versa

1.4 “A person” or “people” shall include organisations whether unincorporated or incorporated

1.5 Subject to the above, any words or expressions defined in the act shall have the same meanings in these articles unless they are obviously out of context.

2 PURPOSES

2.1 The company is established for the purposes expressed in the memorandum of association

3 MERMBERSHIP

3.1 The members of the company are the subscribers to the memorandum of association and such other persons as the directors admit to membership of the company.

3.2 Every member of the company shall either:

3.21 Sign a written consent to become a member; or 3.22 Sign a register of members on becoming a member

3.3 Failure to pay any subscription or any other sum due to the company within 6 months of it falling due shall result in the disqualification of a member

3.4 The directors shall have the right for good reason to end the membership of any member provided always that the member shall have a right to be heard before a final decision is made.

3.5 Membership is not transferable, and ends on the members death

3.6 A member may resign by giving notice in writing to the secretary

4 GENERAL MEETINGS

4.1 The company shall hold a general meeting in every calendar years it’s annual general meeting at such time and place as may be fixed by the company and the notices calling it shall say that it is the annual general meeting, provided that

4.1.1 The first annual general meeting must be called within 18 months of the company being formed;

4.12 Every annual general meeting except the first shall be held within 15 months of the previous one;

4.13 If the company holds its first annual general meeting within 18 months after it’s incorporation it need not hold another one in the year following incorporation 4.2 An extraordinary general meeting is a general meeting with is not an annual general meeting

4.3 Extra ordinary meetings may be called:

4.3.1 By the directors whenever they think fit;

4.3.2 By members representing at least 10% of the total voting rights in the company;

4.3.3 By any director or any member of the company if at any time there are not enough directors in the United Kingdom to form a quorum 4.4 Notice must be given to the members directors and auditors of the company. The notices shall:

4.4.1 Give twenty one clear days notice in writing at the least for every annual general meeting and of every meeting called to pass a special resolution;

4.4.2 Give fourteen clear days notice in writing at the least for every other general meeting;

4.4.3 State the place, the day and the hour of the meeting, and in the case of special business the general nature of that business

4.5 If a meeting of the company is called by shorter notice than that required by these articles it will be treated as duly called if it is so agreed :-

4.5.1 In the case of the annual general meeting by all the members entitled to attend and vote; and

4.5.2 In the case of any other meeting by a majority of the members entitled to attend and vote at the meeting who also represent at least 95% of the total voting rights of all the members.

4.6 The accidental omission to give notice of a meeting to, or the non receipt of such notice by, any person entitled to receive notice will not invalidate any business done at any meeting

5 PROCEDINGS AT GENERAL MEETINGS

5.1 Ordinary business at an annual general meeting is:

5.1.1 The consideration of the income and expenditure account and balance sheet

5.1.2 The report of the directors and the auditors

5.1.3 The election of directors in the place of those retiring, and

5.1.4 The appointment of the auditors

5.1.5 The fixing of the auditors fees

5.2 Special business is all business done at an extraordinary general meeting and all business done at an annual general meeting except ordinary business

5.3 No business shall be done at any general meeting unless a quorum of members is present when the meeting starts. A quorum is three of the members present and voting, but if a quorum is not present half an hour after the general meeting was due to start, or if during the meeting a quorum ceases to be present, then

5.3.1 if the meeting was called pursuant to article 4.3.2 it shall be cancelled;

5.3.2 In any other case it shall be adjourned until the same day in the next week, at the same time and place, or at such other place as the directors may decide

5.3.3 If a quorum is not present half an hour after the adjourned meeting was due to start the members present shall be a quorum

5.4 The chair (if any) of the directors shall chair every general meeting, but if

5.4.1 There is not a chair, or

5.4.2 The chair is not present 15 minutes after the time was due to start, or

5.4.3 The chair does not want to preside Then the members present and entitled to vote shall choose a director to chair the meeting, but if none of the directors present will take the chair, the members present and entitled to vote shall choose a member of the company who is present to chair

5.5 A director shall be entitled to attend and speak at any general meeting even if that director is not a member of the company

5.6 The chair may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but

5.6.1 No business shall be done any adjourned meeting other than the business left unfinished at the adjourned meeting;

5.6.2 If a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given in the same way as for an original meeting. Otherwise the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting

6 VOTING

6.1 Subject to article 6.8, every member shall have 1 vote

6.2 No member shall be entitled to vote at a general meeting unless all moneys owed by that member to the company have been paid

6.3 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless before or upon the declaration of the result of the show of hands a poll is demanded by;

6.3.1 The chair; or

6.3.2 three members having the right to vote at the meeting; or

6.3.3 A member of members representing at least 1/10 of the total voting rights of all the members having the right to vote at the meeting

6.4 Unless a poll is demanded the declaration of the chair of the meeting that a resolution has been carried or lost by a particular majority or unanimously which is entered in the minute book of the company will be conclusive evidence of the fact

6.5 The demand for a poll may be withdrawn

6.6 Subject to the provisions of article 6.7, if a poll is demanded under article 6.3, it will be taken at such time and place and in such a way as the chair of the meeting shall direct and the result of the poll will be the resolution of the meeting at which the poll was demanded

6.7 No poll shall be demanded on the election of a chair of the meeting, or on any question of adjournment

6.8 If the votes are equal, whether on a show of hands or on a poll, the chair of the meeting shall be entitled to a second or casting vote

6.9 The demand for a poll shall not prevent the continuance of a meeting for the doing of any business other than the question on which a poll has been demanded.

7 BOARD OF DIRECTORS

7.1 The number of directors shall never be less than 3 and the maximum number shall be determined by a general meeting

7.2 The first directors are the people named on the statement delivered to the registrar of companies under section 10 of the act

7.3 The directors may at any time co-opt any person (who need not be a member of the company) as a director, either to fill a casual vacancy or by way of an addition to their number, provided that the maximum referred to in article 7.1 is not exceeded. Any member so co-opted shall retain office only until the next annual general meeting, but shall then be eligible for re-appointment but may not serve more than 3 years continuously

7.4 The directors shall have the power to:

7.4.1 Manage the business of the company and pay expenses incurred in the promotion and formation of the company as they think fit, then

7.4.2 Exercise all the powers of the company which are not required by the act, or these articles, or any regulation made by the company in general meeting to be exercised by the company in general meeting

7.4.3 No regulation shall invalidate any act of the directors done before the requirement is made which would have been valid if that regulation had not been made

7.5 The directors may act even if there are vacancies but if the number of directors reduced to less than the minimum number referred to in article
7.1 they can only act for the purposes of:

7.5.1 Admitting persons to membership of the company; or

7.5.2 Filling up vacancies in their body; or

7.5.3 Summoning a general meeting

7.6 All cheques and other negotiable instruments and all receipts for money paid to the company shall be signed, drawn, accepted, endorced or otherwise made in such a way as the directors shall decide

7.7 the directors shall arrange for minutes to be made:

7.7.1 Of all appointments of officers made by the directors;

7.7.2 Of the names of the directors present at each directors meeting;

7.7.3 of all resolutions and proceedings of all meetings of the company, and of the directors, including the names of the directors present at each such meeting, And the minutes of any meeting, if they are signed by the chair of the meeting (or by the chair of the following meeting), will be conclusive evidence of the facts stated in the minutes.

8 DISQUALIFICATION OF DIRECTORS The office of director shall be vacated if a director:

8.1 Ceases to be a director by virtue of any provision of the act or is disqualified from acting as a director by virtue of section 72 of the charities act 1993 or any statutory re-enactment or modification thereof

8.2 Becomes unable by reason of mental disorder, illness or injury to manage and administer his or her own property and affairs; or

8.3 Is directly or indirectly involved in any contract with the company and fails to declare the nature of the directors interest by giving notice at the first meeting at which the contract is discussed or at the first meeting after the director becomes involved in the contract; or

8.4 Resigns by notice in writing to the company; or

8.5 Is removed from office by a resolution duly passed persuant to section 303 of the act; or

8.6 Fails without reasonable excuse to attend 3 consecutive meetings of the directors; or

8.7 Is felt by a majority of directors to be acting in such a way as to be against best interests of the company or which might damage the company’s reputation 9 TERM OF OFFICE FOR DIRECTORS

9.1 Directors shall serve no more than a 3 year term before submitting themselves for re-election should they so wish. They may serve no more than 3 consecutive terms

9.2 The chair and vice chair will be elected by the trustees on a biennial basis (i.e. every 2 years) and may serve until the end of their term as a trustee

9.3 The company may in general meeting vary the number of directors proving the number does not fall below 3

10 PROCEEDINGS OF THE DIRECTORS

10.1 The directors may:

10.1.1 meet together to do the Company’s business

10.1.2 adjourn and otherwise regulate their meetings as they think fit,

10.1.3 determine the quorum necessary for the transaction of business, provided that the quorum for meetings of the directors shall never be less than one third or two (whichever is the greater number) of the directors

10.2 Questions arising at any meeting shall be decided by a majority of votes. If the votes are equal the Chair shall have a second or casting vote.

10.3 A director may (and on the request of a director the secretary will) call a meeting of the directors by notice served upon the directors. A director whose address in the register of directors is outside the United Kingdom shall not be entitled to notice of a meeting unless that director has given the Company an address in the United Kingdom at which notices can be served 10.4 The directors may:

10.4.1 elect a Chair who shall be entitled to chair all meetings of the directors at which the Chair shall be present,

10.4.2 determine how long the Chair will hold office, 10.4.3 choose one of their number to chair the meeting if

10.4.3.1 the Chair is not present within fifteen minutes after the time appointed for holding the meeting; or

10.4.3.2 the Chair does not want to preside

10.5 A meeting of the directors at which a quorum is present can exercise all the powers which all the directors have

10.6 The directors may delegate any of their powers to sub-committees consisting of such directors and others as they think fit, and any so formed shall 10.6.1 observe any regulations imposed on it by the directors; and

10.6.2 conduct its meetings in accordance with these Articles so far as applicable; and

10.6.3 report to the directors on any decisions taken as soon as possible; and

10.6.4 not exceed any budget which has been approved in advance by the directors

10.7 All acts done in good faith by any meeting of the directors or by any committee of the directors, or by any person acting as a director, shall be valid even if: 10.7.1 it is discovered later that the appointment or continuance in office of any director was faulty; or

10.7.2 they or any of them were disqualified from holding office or had retired

10.8 A resolution in writing signed by all directors shall be as valid as if it had been passed at a valid meeting of the directors. A resolution signed by all members of any committee of directors shall be valid as if it had been passed at a valid meeting of that committee

11 SECRETARY

11.1 The secretary shall be appointed and removed by the directors on such terms and conditions as they may think fit provided that no director shall occupy the salaried position of secretary; and

11.2 The first secretary shall be the person named as secretary in the statement delivered to the Registrar of Companies under Section 10 0f the Act

11.3 The provisions of section 283 of the Act shall apply and be observed

12 COMPANY ACCOUNTS AND ANNUAL RETURN

12.1 The directors must comply with their duties under the Act to prepare accounts and an annual return and to send them to the Registrar of Companies

13 NOTICES

13.1 A notice may be served by the Company upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at that member’s address as appears in the register of members

13.2 A member whose address in the register is outside the United Kingdom shall not be entitled to notice of a meeting unless that member has given the Company an address in the United Kingdom at which notices can be served. Otherwise only those members whose address in the register of members is in the United Kingdom shall be entitled to receive notices from the Company.

13.3 Any notice served by post shall be deemed to have been served on the third day following that on which the letter containing the same is put into the post, and in proving service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.

14 REGULATIONS

14.1 The directors mat from time to time make such rules or bye laws as they may think fit for the proper conduct and management of the Company.

15 ANNUAL REPORT AND RETURN

15.1 The directors must comply with their obligations under the Charities Act 1993 or any statutory re- enactment or modification thereof to prepair an annual report and an annual return and to send them to the charity commissioners for England and Wales.

16 WINDING UP

16.1 Clause 8 of the memorandum of association relating to the winding up and dissolution of the company shall have effect as if it was set out in full in these articles.

17 INDEMNITY

17.1 Subject to the provisions of the act, and without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the company shall be indemnified out of the assets of the company against any liability incurred by that person: (a) In defending any civil or criminal proceedings in which judgment is given in that persons favour or which results in acquittal; or (b) In connection with any application in which relief is granted to that person to the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the company. We the subscribers to these Articles of Association wish to be formed into a company pursuant to these Articles
NAME ADDRESS SIGNATURE
NAME ADDRESS SIGNATURE

NAME ADDRESS SIGNATURE
NAME ADDRESS SIGNATURE

WITNESS TO THE ABOVE STATEMENT
NAME ADDRESS SIGNATURE DATED:

TIME BANKING UK MEMORANDUM OF ASSOCIATION (.pdf file, 869 KB)

Minutes from Timebanking UK Annual General Meeting 15th May 2009 Blackpool Hilton, Blackpool

1. Minutes from last year Martin Farrell clarified that at last year's AGM members were presented with the accounts for the previous year and that this year we were able to provide accounts on time for 08-09 as requested. Philippe Granger agreed that the minutes from last year's AGM were correct, this was seconded by Dan Grainger.

2. Matters arising Membership - Martin Simon clarified some points on membership fees – the offer to pay for annual membership to Timebanking UK by either £100 or 12 time credits via Time Online software is open to all time banks. Currently about 80% of time banks are still choosing to pay cash. It was mentioned that some people are unsure of how they are to pay the credits back, an explanation will be put on the website. Recession – it was agreed that the recession has put a renewed focus on what timebanking can offer, i.e. not just being a passive recipient of care, benefits etc. The support we are currently receiving from government ministers shows that the tide is turning in our direction. 2 years ago we were seeing 1 new time bank a month opening, now it is sometimes as many as 2 or 3 a week. Timebanking UK – now recovering from the difficult situation last year (restructuring) and is a now a small, settled core team with a broader remit and ready to move forward. The Timebanking UK network is more united and there is a strong sense of an emerging national movement. The “Getting into shape” consultation with time banks concentrated on operational, practical procedures as well as processes and relationships and put the movement in a much stronger place. Martin Simon then did a round up of the various projects that are ongoing or just finishing at TBUK: Volunteering 4 All – ended in March. Cabinet office pleased with progress. Department of Health – working with older people, funding secured until next year. Time Agency – working on the personalisation agenda. Royal British Legion – now funding 10 time banks as well as a small pot for TBUK. Ministry of Justice – prison projects based on the Fair Shares Gloucester model are going to be rolled out across the country. Social Investment – Connected Care and other social enterprises in Bolton are setting up time banks. Housing Associations – looking forward to working together. London Time Bank Network – fund raising to build a strong network in the capital. Volunteering England – Martin Simon on the action planning group for the “commission on the future of volunteering – putting the mutuality back into the DNA of society”, this will most likely involve Volunteer Centres across the country. IDeA, Young Foundation, SCIE, Cabinet Office and DCLG are all supportive of the movement

3. Business case for timebanking An advisory group has been set up with consultant Sue Oppenheimer to look at Local Authority performance indicators and matching them directly to timebanking. Local Authorities have a ‘duty to involve’, and timebanking is just the tool for achieving that. There will be an in depth analysis of inputs, costs, benefits (both social and financial) with the end result being a brochure with costing, stories and methods and then sent out to all Local Authorities. Gloria Murray then asked if the Local Authorities of Wales and Scotland would also be included. She said that she felt they were being excluded, and that there needs to be a stronger focus in Wales and Scotland. Tam Cassidy asked for clarity when should Timebanking UK be talking to the Welsh and Scottish bodies, he felt that a national presence was required at such times. Sue Holden then asked about time banks being run purely by volunteers, and Tam Cassidy replied that many time banks in Scotland are being run by volunteers, but that the host organisation is still there in a supportive capacity. Kirsty Burns also mentioned that her time bank is a hybrid of paid and unpaid work, and is currently setting up another time bank in a similar way.

4. Accounts 5 copies of the most recent accounts were circulated to the meeting and apologies were received from Sian, Treasurer, for not being able to make the AGM. Martin Simon then went on to clarify a few things: A large amount of money was spent on promotions last year, with that mainly going on the Volunteering 4 All campaign, publicity and festivals in London. There are currently no reserves. The £10k in the bank is restricted funding. Sue Holden then asked why there is still a policy of keeping reserves in the accounts report and what is the risk avoidance strategy. Martin Farrell responded by saying that we still intend to have reserves and that a matrix of risk was actually done 2 years ago and is monitored by the finance sub-committee. Philippe Granger then asked what can time banks do to address the problem of having no reserves? “It's all of our problems”. Approval was then sought to re-appoint the Auditors, this was proposed by Gloria Murray and seconded by Philippe Granger.

5. Resignations Peoples' attention was brought to the fact that the constitution was changed last year relating to the amount of time that trustees can stand. It currently stands at 3 x 3 year terms before a trustee must resign. Lisa Haywood, Sean Gaskin and Stuart Callison have all stood down as trustees in the last year. Tam Cassidy then spoke about a potential new board member, George Thompson and of his great work at Volunteer Development Scotland and recommended that members elect him. This was then officially proposed by David Boyle and seconded by Elaine Caetano. After taking a vote, George was then duly appointed to the board.

6. Chair of Timebanking UK Martin Farrell stands down as Chair, with Zoe Reed temporarily taking up the post until a suitable replacement can be found. Members were asked to forward any suitable candidates to the TBUK website where more details could be found on the recruitment process, currently being undertaken by a professional recruitment agency. Zoe Reed then thanked Martin Farrell for his outstanding contribution to the board – it is primarily down to him that it is functioning so effectively now, his facilitation skills were particularly commended. He had been a great influence on the board and had helped it to find its' focus, as well as being a tireless networker flying the flag for timebanking. Edgar Cahn also acknowledged the debt from TimeBank USA for Martin's work in re-organising the Board over there and healing what was a very divided organisation. The meeting ended with a heartfelt round of applause and thanks to Martin Farrell from everyone present. He made it clear that he will continue to be involved.

What is a Time Bank?
(Vanessa Gould)

Turning Your Building into a Time Bank