Segensworth Business Forum Limited
THE CONSTITUTION
1.Name
Segensworth Business Forum Limited (SBFL) is a company limited by guarantee whose members are the companies
on the Segensworth Industrial Estates who subscribe to the business levy. The company will hereinafter be
referred to as 'SBFL'.
2.Mission
The SBFL mission is to improve, continuously, the trading and working environment on the Segensworth Estates.
3.Our vision:
"That Segensworth companies and their staff are proud to be here"
4. Key objectives 2006-2011
4.1. Provide a range of support functions that will benefit all businesses
4.2. Increase security and prevent crime
4.3. Develop initiatives to improve transport and access
4.4. Implement a range of environmental and imaged enhancement measures across the estate
These four general objectives, which were agreed through consultation with Segensworth businesses in the last
quarter of 2006,will be implemented under the auspices of a Business Improvement District proposal.
5.Principles
The following are the principles under which SBFL has been formed and will operate in future.
5.1. To improve the commercial trading environment through joint action
5.2. To ensure meaningful engagement with the whole community
5.3. To work in partnership
5.4. To undertake work that has due regard to safe practices
5.5. To undertake work that balances economic, social and environmental development to create a sustainable business community.
5.6. To achieve best value for businesses on the industrial estate in the delivery of the Business Improvement District proposal
5.7. To communicate effectively
5.8. To ensure adherence to equal opportunities
5.9. To encourage Partners and stakeholders to operate efficiently and effectively in response to our needs
5.10. To instil community cohesion, and develop a connected estate
6.Politics and Religion
SBFL will be non-party in Politics and non-sectarian in Religion.
7. The role of SBFL
SBFL is committed to identifying business needs and ambitions and enabling projects to be delivered by:
7.1. Influencing change
7.2. Attracting investment (internal and external)
7.3. Linking two or more parties to deliver a common goal
8.Geographical area of responsibility
The geographic area covered by SBFL includes Segensworth North, South, East and West Industrial Estates.
9.Affairs of SBFL
9.1. The Memorandum of Association and the Articles of Association set out the purpose of SBFL and its terms
of governance, these documents take precedence over the Constitution and its contents.
9.2. SBFL is managed by a board of directors appointed from member companies. Directors are appointed at
the Annual General Meeting of SBFL and normally serve for a term of 3 years. Retiring Directors may
stand for re-election for one additional term to a maximum of 6 years. The maximum number of directors
who can be appointed at any one time is six and the minimum three. Each member of the board has one vote.
9.3. The board will meet twice a year to manage the company, its finances, and its responsibilities to stakeholders
and ensure legal compliance.
9.4. SBFL will employ a Project Manager to manage the work activities of the company. The Project Manager will
report to a nominated director of the company. Meetings will take place on a regular basis between the
Director and the Project Manager.
9.5. The general affairs of SBFL shall be directed and managed on a day to day basis by a committee formed from
member companies and other stakeholders, to be known as the Executive Group who shall meet not less than four
times per year. The Executive Group will comprise a maximum of twelve members of whom one will be the SBFL
Project Manager.
9.6. Specific areas of interest and relevant actions within the plan will be directed and managed by sub-groups
known as Project Groups. Each Project Group will be headed by a project leader, and the group shall meet as
appropriate and report directly to the Executive Group on their allocated responsibility.
9.7. Once BID status has been achieved all businesses in the area that are paying the business levy are eligible
to become members of SBFL.
10.Membership
10.1. In addition to the Subscribers to the Memorandum, the owners of the Units from time to time shall be entitled
to be Members of the Company.
10.2. Except for the Subscribers to the Memorandum of Association, every person wishing to become a Member
shall sign a written consent to become a Member and be bound by the Articles and shall be issued with
a certificate of membership.
10.3. If two or more persons are together one Owner they must each sign a written consent in accordance
with 10.2 above, but they will together count as one Member (and, for these purposes, persons owning a
freehold interest and a leasehold interest in one Unit each of which is a Qualifying Legal Estate shall
count as one member).
10.4. The Company must accept as a Member every person who is or who shall have become entitled to be admitted
as a Member and shall have complied with 10.2 above.
10.5. An Owner may not resign as a member while holding (either alone or jointly with others) a Qualifying
Legal Estate in a Unit.
10.6. An Owner will automatically cease to be a Member on the registration of a successor to his interest in
a Unit. Each Owner will ensure that any document transferring or creating a Qualifying Legal Estate in
a Unit contains a covenant by the successor to sign consent to become a Member.
10.7. On the death or bankruptcy of a Member (if an individual) or the receivership, administrative receivership,
administration, liquidation or other arrangement for winding up of a Member (if a company) the legal
personal representatives, trustee in bankruptcy, supervisor, receiver, administrator or administrative
receiver (as appropriate) shall be entitled to be registered as a Member upon his or its becoming an Owner
of the Unit.
10.8. The Company shall maintain a register of Members.
11.Business Improvement District
11.1. SBFL intends to use the provisions of the Business Improvement District (BID) statutory rights to raise
funding through the business rates to further its purpose.
11.2. All businesses will be legally obliged to contribute to the levy under the terms of a successful BID.
11.3. The levy will relate to the rateable value of the premises occupied by the member company.
11.4. The BID will cover both Winchester Council and Fareham Borough Council areas of the estates.
11.5. A successful BID ballot entitles the Segensworth Business Forum to operate under these terms for
a period of 5 years from the date of the ballot. Each 5 years on the expiry of the BID period the
forum will ask the companies/members to reaffirm their support for the BID as an equitable means of
raising the necessary funds for continued operation.
12.Inclusion and Equality
12.1. SBFL will seek to undertake its activities in an inclusive manner, and will encourage participation
from all areas of society irrespective of age, sex, sexual orientation, race, nationality or Political
or religious or other opinion.
13.Affiliations
13.1. SBFL may join, support or affiliate to other initiatives when it is deemed necessary in the realisation of
its objectives. Affiliations will be agreed by the Executive Group.
14.Partnership Affiliates
14.1. Other organisations, statutory authorities, associations, individuals, community groups, schools or
churches who wish to support the objectives of SBFL are invited to become partnership associates.
Partnership associates will not have any voting rights at the meeting of SBFL.
15.The Executive Group
15.1. The Executive Group shall have no more than twelve members and no less than six, which will include
a Chairperson who will be the Chairperson of SBFL, a Treasurer and the SBFL Project Manager.
15.2. The Executive Group corporate members are volunteers elected from the membership of SBFL.
15.3. Secretariat for the Executive Group will be provided by the project manager appointed by SBFL
15.4. Representatives from local organisations/agencies and authorities may be called upon to advise the
Executive Group but will carry no voting powers.
15.5. The Executive Group shall retire from office together at the conclusion of the Annual General Meeting
but may be re-elected or re-appointed.
15.6. Eight weeks prior to each Annual General Meeting eligible persons will be invited to present themselves
for election at the same time. Applications will be presented to the SBFL to vote upon at the Annual
General Meeting. The election process will be completed at the Annual General Meeting where resignations
will be formally received and election results confirmed.
15.7. If casual vacancies occur among the elected members of the Executive Group it shall have the powers to
fill these from among the members of SBFL.
15.8. If any member of the Executive Group is not present for 3 consecutive meetings they may be asked to
resign.
16.Project Groups
16.1. Project Groups shall have between 2 and 10 members which will include a Chairperson who has been a member
of the Executive Group for a minimum of 3 months.
16.2. Each Project Group will be given a brief by the Executive Group providing as a minimum, objectives,
budgets, timescales and resources.
16.3. Project Group Chairs will make decisions within the group and will refer to Executive Group for
clarification/approval.
17.Resignation and termination of membership from the Executive Group
17.1. Any member of the Executive Group may resign from his/her appointment as a member of the executive by
giving the Chairperson written notice to that effect.
18.Rules of procedure at all meetings
18.1. Voting
18.1.1. Any question arising at a meeting of SBFL or one of its committees shall be decided by a simple majority
of those business members present and voting. Voting shall be undertaken through a show of hands with
the exception of votes to approve the Executive Group, amendments to the constitution and for votes where
the Chair decides that a secret vote would be more appropriate, or where specifically requested by any
full member.
18.1.2. Each business present shall have one vote in any given ballot, regardless of the number of representatives
present from any one business at the meeting.
19.Executive Group Quorum
19.1. Any five elected members of the Executive Group shall constitute a quorum for a meeting of the Executive
Group.
20.Minutes
20.1. Minutes shall be kept of the Executive Group meetings by the Project Manager. Accuracy of minutes shall
be the responsibility of the meeting Chair. Minutes shall remain draft until formally approved by the
relevant meeting Chair. Any queries arising from the minutes shall be raised at the subsequent meeting.
The Executive Group have responsibility for ensuring that accurate minutes are kept for all meetings.
21.Declaration of interest
21.1. Members must declare interest where partnership decisions will impact on SBFL stated interest.
22.Annual General Meeting
Once each calendar year, an Annual General Meeting of SBFL shall be held at such time and place as the
Executive Group shall determine, being not more than fifteen months after the adoption of this
constitution and thereafter the holding of the preceding Annual General Meeting. At least 21
clear days' notice shall be posted given to members of SBFL.
The business of each Annual General Meeting shall be:
22.1. To receive the Annual Report of the Executive Group, which shall incorporate the accounts of SBFL
referred to below
22.2. To give an account of the work of SBFL and its activities during the preceding year;
22.3. To receive the accounts of SBFL for the preceding financial year;
22.4. To appoint the auditors for the coming year.
22.5. To accept resignations from the members of the existing Board of Directors.
22.6. To appoint new directors to the board of SBFL
22.7. To formally accept resignations from the members of the existing Executive Group and to elect new
members.
22.8. To announce the results of the election process, note the names of the persons appointed and to elect
those others to serve as members of the Executive Group;
22.9. To appoint a Chairperson to lead the Executive Group and SBFL;
22.10. To consider and vote on any proposals to alter this constitution;
22.11. To consider any other business of which due notice has been given.
22.12. The Annual General Meeting will be chaired by a senior representative from Hampshire County Council.
23.Records
23.1. The proposal for the Business Improvement District on Segensworth Estates, minutes of meetings and
the annual delivery plan will be available from SBFL's web site.
23.2. Financial information will be presented at the Annual General Meeting and will be available for
inspection at reasonable notice at SBFL's offices at Start International. 25 Barnes Wallis Road
Segensworth East Fareham Hampshire PO15 5TT
24.Finance and delegated powers of authority
24.1. Segensworth Business Forum Ltd will be the Accountable Body. SBFL will be directly responsible for
holding funds and will be responsible for agreeing funding priorities.
24.2. Financial reports and records will be the responsibility of SBFL Finance Director and will be
presented at Annual Meetings or periodically at the request of the Board of Directors or the
Executive Group.
24.3. The delegated authority level for financial expenditure will be set by the SBFL internal controls
policy.
25.Employees
25.1. SBFL will be directly responsibility for employing staff. Employment, development and
management responsibility for the SBFL Project Manager and other support staff will be the
responsibility of the Directors and will be subject to internal appraisal procedures.
25.2. The Executive Group may make recommendations to guide and steer SBFL Project Manager and other
staff dedicated to supporting SBFL but ultimate Line-Management and directive responsibility
lies with the Board of Directors as the employer.
26.PR and Media protocol
26.1. Press and media enquiries shall be referred to SBFL Project Manager or Chair before any official
statement is made by individual members of the Executive Group or Project Groups on behalf of
SBFL. Any information must be approved by the chairperson prior to release to the press/media.
27.Powers
27.1. The Executive Group are key influencers and enablers and the powers of this group are defined as
follows:
27.2. Approving new projects presented to SBFL for inclusion in the annual delivery plan.
27.3. Guiding and directing the appointed Project Groups in the delivery of the Business Improvement
District.
27.4. Ensuring that the appointed Project Manager is held accountable for expenditure of BID monies.
27.5. Approving eligible expenditure in line with the delegated powers detailed within paragraph 24
of this constitution.
27.6. Monitoring and reporting to members of SBFL on the achievement of key performance indicators and
expenditure.
27.7. Representing the views and desires of the business community.
28.Disbandment
28.1. Disbandment may be decided upon by a simple majority of the total membership at a General Meeting
which has been called by the Executive Group for this purpose. The Executive Group shall have
power to dispose of assets held by the managing organisation, in accordance with the objectives of
the Vision Statement. Any disbandment of the BID arrangements will have to comply with section
18 of The Business Improvement Districts (England) Regulations 2004.
29.Indemnity
29.1. In the executions of the trusts hereof no member of the Executive Group shall be liable:
29.2. For any loss to the property of SBFL by reason of any improper investment made in good faith
(so long as he/she shall have sought professional advice before making such investment);
or
29.3. For the negligence or fraud of any agent employed by him/her or by any other member of the
Executive Group in good faith (provided reasonable supervision shall have been exercised);
29.4. And no member of the Executive Group or Project Groups shall be liable by reason of any
mistake or omission made in good faith by any member of the Executive Group or the Project
Group other than wilful and individual fraud, wrongdoing or wrongful omission on the part of
the member who is sought to be made liable.
30.Powers to call extraordinary general meeting
30.1. Where seven or more business members wish to call an extraordinary general meeting, this may
be arranged through providing in writing to the Chairperson notice of such a request,
detailing:
30.1.1. Purpose of the extraordinary general meeting
30.1.2. Proposed Date (minimum of 28 days after notice is provided to Chairperson
Note: Extraordinary general meeting can be used to vote on any matters including those items
usually voted on at an Annual General Meeting.
31.Alterations to the Constitution
31.1. Any proposals to alter this constitution must be delivered in writing to the Chairperson of
the Executive Group not less than 28 days before a General Meeting at which it is to be
considered.
31.2. Any alteration will require approval by a minimum of two-thirds of the total membership present
at the General Meeting.
Copyright © 2008 Segensworth Business Forum Ltd
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