UK Local Exchange Trading and Complementary Currencies
Development Agency

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Constitution of LETSlink UK
We are in the process of developing the organisation nationally. It was founded in 1991, but for funding purposes became a company limited by guarantee with charitable aims around 1995. However, we have now been advised that this is no longer the the optimal structure and we are now on a mission to develop a structure that enables more LETS organisers to increase their participation regionally and nationally. Here is our first draft at 5/11/2013, based on the our recommended.

1. NAME

The name of the organisation is: LETSlink UK, also referred to as "the organisation" in this Constitution.

2. AIMS & OBJECTIVES

2.1 To develop and encourage the experience of community and sustainability through the establishment of Local Exchange Trading Schemes.
2.2 To stimulate the creation of practical, economic, educational and social benefits by and for its members and the people of the UK.
2.3 To contribute to the development and knowledge of how to manage LETS successfully.
2.4 To support the principles and practices of mutuality, kindness, co-operation, and innovation.

3. MEMBERSHIP

3.1 Membership of the organisation shall be open without prejudice to any individual or organisation sympathetic to the aims of the organisation, subject to any restrictions or conditions that may be applied by the Trustees.
3.2 Membership shall be dependent on (a) the payment of membership fees, in sterling and/or local currency renewable annually or otherwise at the discretion of the Trustees and (b) by the applicant's endorsement of the organisation's Constitution, and Rules (currently in development).
3.3 the organisation follows an equal opportunities policy and does not discriminate on the basis of age, ability, gender, orientation, culture, race or wealth. It is non-sectarian and non-party political and will not affiliate to any party political organisation.

4. LEGAL STATUS
4.1 the organisation is an unincorporated association of representatives of LETS (Local Exchange Trading Schemes), Local Exchanges, Timebanks, Skills Exchanges, Hourbanks, Good Neighbour Groups, Care Circles, and similar types of organisations, and of individuals sympathetic to its aims.

5. ORGANISATIONAL BASIS

5.0 The Management of the organisation is initially carried out by a Steering Group or First Committee consisting of the initiating group members. They agree whether to and when to set up an elected Board of Trustees when members who are prepared to stand for election come forward, at which point they will arrange and publicise to members a first Annual General Meeting and decide the procedure for voting. Members of the Steering Group are not barred from being elected as Trustees.

5.1 The rights and authority of the organisation are vested in all members, who delegate that authority to a Board of Trustees, to act on their behalf to ensure that the tasks of running the organisation are effectively carried out.

5.2 The Board of Trustees, ideally consisting of members other than those involved in the day-to-day management of particular schemes, should ideally include well-connected persons of good standing in the community, who are prepared to take on the role of Trustees. Their responsibilities are identified by the traditional roles of Chair, Secretary and Treasurer, plus other roles as appropriate, which may include a Vice-Chair. Its functions are:
(a) To advise on the funding, management, organisation, expansion and direction of the organisation.
(b) To act as a member liaison and support group, reviewing proposals, opinions, advice and complaints received from member groups.
(c) At least one Trustees will normally attend meetings of any sub-groups, and report to other Trustee any matters of concern.
(d) The Trustees will also advise on or take responsibility for outreach to local and national organisations.
(e) To maintain the financial viability of the organisation in terms of both national and local currency, including power to raise money (Sterling) by appropriate means for the purpose of promoting and operating the organisation, and having an oversight of budgets in local currency.
(f) To establish and maintain a fair and workable set of Rules, also called the Members Agreement</a>.
(g) Trustees provide an annual report including notice of the AGM. They may take on particular governance roles or outreach on behalf of the organisation. They may also act as, or appoint a Management Group, and may encourage the development of Regional Sub-committees.

5.3 The Management Group reports on a regular basis to the Trustees, and undertakes the executive management of the organisationin the interests of the membership as a whole including including:
(a) Maintaining an up-to-date list of all members.
(b) Recording accurately members' transactions and supplying accounts.
(c) Publishing directories.
(d) Communicating with the membership and taking note of their opinions.
(e) Organsing social events for members, plus public meetings and other outreach efforts, to ensure that good connections are maintained with the local community.

5.4. Members of the Management Group may adopt individual roles, such as coordinator, administrator, directory editor, membership secretary and events organiser, according to their particular resources and talents, similarly to how local groups are recommended to operate.

5.5. The Management Group may adopt appropriate tools, including online software, to maintain maximum efficiency in carrying out the above tasks.

5.6. The Management Group may meet up from time to time, for liaison or training purposes, otherwise maintaining contact by phone and email, or by access to an online system.

5.7. The Management Group may request occasional support from other members, and may co-opt others as the need arises.

6. DEVELOPMENT of THE ORGANISATION

(a) One or more Administrators may be appointed by the Trustees in order to carry out the administrative and technical work necessary, especially if the organisation increases in size. These individuals will report to and advise the Management
Group, or the Trustees, as appropriate.

(b) Local Organisers may be appointed by the Trustees, or may be adopted, having been elected locally, in order to delegate some of the work of membership across a wider geographical area, and may be involved in managing area hubs, local branches, or neighbourhood groups. These individuals will report to the Trustees, with a multi-tasking job description, and in turn they may be authorised to form a working group around them to delegate tasks, as the volume of membership grows.

(c) Project Administrators may be appointed by the Trustees in order to manage particular areas of activity, and supervise the disbursement local currency to reward voluntary activity on the project. These individuals will report back at regular intervals, and in turn they may be authorised to form a working group around them to delegate tasks, as the project develops.

(d) Mediators may also be appointed is to assist in any cases of dispute between members, or between members and the Management Group to the membership. This may develop into a Mediation Group, to include at least two (ideally three) people, who will meet from time to time as necessary.

7. MEETINGS of the TRUSTEES

7.1 The Board of Trustees, shall arrange and determine the timing and frequency of its meetings. This will normally be at least every three months, and more frequently at the outset.
7.2 They will publicise their meetings in advance to all members.
7.3 The Trustees shall keep a record of all their meetings, and once they have been cleared by those present, will make them available to all members within a month of the meeting.
7.4 Trustees meetings are open for any member to attend and make a contribution, but not to vote.
7.5 The quorum shall be a majority or five Trustees, whichever is smaller.
7.6 Any Trustee who is absent from three consecutive meetings without good reason or notice will be deemed to have resigned their position, and if so deemed, shall be notified to that effect.
7.7 The Trustees may co-opt new members given the consent by majority vote of the group. Members so appointed hold office only until the following AGM, but are eligible for re-election at the meeting. Members may also be appointed for a shorter trial period.
7.8 The Trustees may appoint Advisors who are not members. Advisors are not eligible to vote.
7.9 At least one member of the Management Group and one Mediator shall also normally be present and empowered to vote a tmeetings of the Trustees.

8. DECISION MAKING PROCESSES

8.1 Membership entitles each holder to one vote at general meetings.
8.2 The members at the AGM shall appoint a Chair, Secretary, Treasurer plus a Vice-Chair and such other officers as have been established by precedent to serve for the period until the next AGM.
8.3 Nominations are invited before the start of the AGM. Any member in good standing is eligible for election at the AGM.
8.4 Consensus shall be preferred means of decision-making, failing which votes are taken.
8.5 Trustees will agree amongst themselves what decisions may be made in the course of carrying out their normal duties, which shall be subject to a group decision, and which should be referred to the membership as a whole, if not already provided for in this constitution.
8.6 Trustees will determine the roles or sub-groups needed to carry out their functions, and will report these to the membership, together with minutes of the meeting, within a month of the election having taken place.

9. GENERAL MEETINGS

9.1 The Trustees shall organise an Annual General Meeting (AGM) once in every calendar year.
9.2 They shall arrange Extraordinary General Meetings (EGMs) at either the request of their own meeting, or within three days, at the request of at least four members of the organisation.
9.3 Fourteen days notice of the AGM, or seven days notice of an EGM, shall be given to members, together with the main agenda item/s
and an invitation to submit further items for the agenda if appropriate.
9.4 The quorum for general meetings will be at least two thirds of the Trustees and five other members. If the meeting is inquorate the Trustees will call for another meeting within one month. If the second meeting is inquorate they will nevertheless proceed to conduct the business.
9.5 Membership entitles each individual holder to vote at any General Meeting. In the case of organisational memberships, the vote is no extra voting right is given to the organisation, and their vote is conveyed by a single representative.

10. FINANCE

10.1 Any monies received in the name of the organisation shall be held in an account at such bank as the Trustees shall decide from time to time and in accordance with instructions from a general meeting. The Trustees shall decide from time to time which signatories can be accepted for financial transactions with the bank.

10.2 Subscriptions to LETSlink UK Network will be paid out of the the organisation account at the rates currently set by the national organisation, to include membership, domain name management, and hosting, as appropriate, and may include a tithing of membership fees.

10.3 LETSlink UKis a not-for-profit organisation. No member shall derive any sterling financial benefit from the organisation, other than the payment of reasonable expenses.

10.4 Any member who carries out an activity on behalf of the organisation will not be held personally liable for reasonable debts, and will be entitled to be indemnified from the organisation funds provided that such payment is in accordance with accepted practice or rules of thumb, and that no payment shall be made, or obligation entered into, which cannot be met from the balance of funds held by the organisation. Payments from the organisation funds for special activities or projects will normally be agreed by the Trustees in advance, and exceptionally may be approved retrospectively.

10.5 Members/ Member Groups, may be paid reasonable wages in LETS units (called Links in this scheme) for administrative work carried out in agreement with the relevant LETS budget, and will submit claims for approval before payment is made. Individual Trustees may have access to particular budget accounts in the system to make such payments.

10.6 No member may be paid in local currency to attend meetings, unless specifically otherwise authorised by all of the Trustees.

10.7 A copy of the most recent statements of accounts (in both the sterling and LETS accounts) shall be made available at meetings, to any member on request, and an annual statement of both accounts shall be presented at each AGM, this function being facilitated by online software, so that the information is available to members at all times.

11. CHANGES TO THE CONSTITUTION

11.1 Any changes to this constitution can only be made at an AGM after consultation with member groups, who may be asked to adopt similar changes at regional and local levels. If the change has arisen from a problem arising, they may, as an alternative to changing the constitution, be able to advise on another way of solving it.

12. WINDING UP, TRANSFERS, OR MERGERS

12.1 In the case of serious problems arising, such as system failure, or failure to administer any branch of the organisation, any member may seek help from the Trustees or Administrator, who will attempt to provide assistance to the organisers in post. If the difficulties cannot be resolved within the current committee structure, the Trustees will circulate all members inviting feedback, and nominations for management roles, and inviting them to attend an EGM.

12.2 Following the EGM, voting papers will be sent to all members to decide the future of the organisation, such as continuing with more support, merging with another organisation with similar aims, or winding up altogether. the organisation can only be wound up by a two thirds majority vote of the membership by ballot, the results of which shall be available at a further EGM, giving 14 days' notice.

12.3 If the organisation is to be wound up, those members with accounts in debit to a significant extent (the amount to be decided by consensus at the meeting) will be given a reasonable period of time in which to repay the bulk of their debit to the membership. Members whose balances are significantly in credit will be identified and efforts made to assist them in balancing their accounts.

12.4 At the end of this period, details of all individual account-holders and their remaining balances will be transferred to other schemes of the members' choice, or held in a national membership pool, pending a new organisation being established with the support of the LETSlink UK network.

12.5 After settling all sterling debts and obligations, any remaining property shall be transferred to a designated successor organisation, failing which the LETSlink consultancy.

Draft as at 5/11/2013
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