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Memorandum and Articles

M&A including rules for directors                                              2.1.16

Memorandum and Articles of SECTCo revised 11.7.12/25.2.13/11.6.15 (by addition of rule 6 Being fit for work)

 

1 Name

The name of the company shall be the Social Enterprise Complementary Therapy Company, hereafter abbreviated to SECTCo, or ‘the company’.

 

2 Purpose/mission

The purpose of the company shall be to promote wellness, prevent illness and remove

health inequalities in the city of Brighton and Hove, hereafter abbreviated to ‘the city’.

 

3 Aims

a) To provide patients with their statutory right under the National Health Service (NHS)

constitution to National Institute for Clinical Excellence (NICE)-recommended

complementary treatment free on the NHS within a 18 week wait.

b) To provide patients with such other complementary treatments as shall be decided by

commissioners, free on the NHS within a 18 week wait.

c) To increase the social capital in the city by co-producing the provision of the company’s

services with service users.

 

4 Objectives

a) To win contracts with public sector commissioners in the city, such as the NHS, the Council,

and Brighton and Hove Integrated Care Service, (BICS) to enable doctors to prescribe or

refer their patients for the above-mentioned complementary treatments and courses, by

vouchers, or by other means.

b) To set up a network of registered complementary therapy centres in the city wherein

patients can receive the treatments or courses prescribed.

c) To set up a system by which the expenses of providing the services (such as staff or

therapists, course facilitators, administrative staff, directors and overheads) can be paid

from the public purse at agreed rates under the contract.

d) To publish a directory of registered centres, therapies, therapists, courses and teachers,

in a website and in hard copy to publicise and promote the treatments and courses available

under the system.

e) To work in collaboration with other bodies with similar purpose, aims or objectives.

 

5 Powers of the company

a) To contract with public sector and other commissioners of services.

b) To procure premises from which to manage the company.

c) To open a bank account.

d) To employ administrative staff, and engage therapists, course facilitators, and assistant

facilitators (hereafter called ‘teaching staff’)

e) To take such other powers as are necessary to fulfil the above purpose, aims and

objectives.

 

6 Organisation of the board of directors of the company

a) The Company shall be managed by a board of up to 15 directors, who shall preferably be

complementary therapists so that the company is clinically led.

b) The directors shall be subject to re-election annually at an Annual General Meeting (AGM)

at which additional directors may be elected.

c) The board shall have the power to dismiss existing directors and appoint other directors

at directors meetings between AGMs.

d) The directors shall give themselves such responsibilities, job titles, and remuneration as

they shall from time to time decide.

e) The directors shall use their best endeavours to manage the company as a co-operative

enterprise, with all directors being equal, in a flat pyramid structure, under a facilitator.

f) The directors shall endeavour to take all decisions by consensus, rather than by voting.

g) All meetings of the board shall be held in public, at times and places as advertised in

advance on the company website, giving 2 weeks notice. The quorum shall be 4. The

proceedings shall be transparent and open, and the minutes shall be published on the

company website.

h) Members of the public may attend board meetings in a public gallery, and may submit

written and oral questions to the board, which shall be answered publicly.

i) The board shall engage and employ a chief executive officer (CEO) who shall attend board

meetings, and manage the business of the company under the direction of the board of

directors.

j) The CEO shall engage and employ such deputy managers and administrative staff as shall

be required to efficiently provide the services for which the company is contracted.

k) The CEO shall engage such therapists, course facilitators, and assistant facilitators as shall

be required to efficiently provide the services for which the company is contracted.

l) It shall be the general policy of the company to recruit local administrative staff,

therapists, course facilitators and assistant facilitators from participants (including patients

and service users) on the company’s courses, where possible.

m) The profits of the company shall be ploughed back into the business.

n) The company shall employ open book accounting as far as possible.

o) These memorandum and articles may only be changed by order of an AGM or SGM.

 

7 AGM

a) The board of directors shall convene an AGM within 15 months of the previous AGM, by

giving at least 21 days notice of the date, place and time on the company’s website. The

quorum for an AGM shall be 6.

b) The AGM agenda shall include:

  • The annual report by the company secretary.
  • The annual accounts by the financial director.
  • The re-election of the directors. Existing directors and new directors may nominate themselves. Voting shall be by secret ballot.
  • To transact such business as the board shall have decided, and advertised in the notice convening the AGM.
  • To transact such other business as shall have been notified to the company secretary in writing one week or more before the meeting.

 

8 Special General Meeting (SGM)

a) The board of directors shall convene a SGM, stating the business to be transacted, by

giving at least 21 days notice of the date, place and time on the company’s website. The

quorum for a SGM shall be 6.

b) If 10 or more persons write to the company secretary requesting a SGM, together with

the business to be transacted, the board shall be required to convene one within 3 months

of the receipt of that proposal.

 

Draft rules for directors (to be appended to the Memorandum and Articles)                                                                                       

 

Those who accept appointment as directors of SECTCo commit to:

 

1 Allowing their name, contact details, and biographical notes to be published on the company’s documents, such as letterhead, website, and bids.

 

2 Attending every board meeting, or sending apologies for absence to the secretary beforehand stating why they cannot come.

 

3 Taking effective action to fulfil and implement what they have agree to do.

 

4 Accepting joint and several liability for the decisions made by the board, whether they agreed with them or not, notwithstanding that SECTCo is a limited liability company, so that the directors are not personally financially liable for the company’s debts. 

 

5 Promoting success of the company, considering:

(a) The likely consequences of any decision in the long term,

(b) The interests of the company’s employees,

(c) The need to foster the company’s business relationships with suppliers, customers and others,

(d) The impact of the company’s operations on the community and the environment,

(e) The desirability of the company maintaining a reputation for high standards of business conduct, and

(f) The need to act fairly as between members of the company.

 

6 Being fit for work  

a) The board does not carry passengers, so directors undertake to perform a declared job, portfolio, or officership, which is unpaid now, but will be paid directors fees when the company gets a contract.. You should write your own job description, and a one page biographical CV, and submit it to the secretary for publication in the company’s literature after agreement by the board.

b) Every director should appoint and train a named deputy to take over from them when they are unable to continue their job for any reason.

c) If and when you are unable to fulfil your commitment to work for the board for any reason, (such as falling sick, and being on drugs), you should declare that, resign, and formerly hand over to your deputy, so that the business of the company can continue without a break.

d) Board meetings are usually held monthly, for up to 3 hours, starting at 930am. They are for the promotion and management of the company’s business, and are not therapy sessions, or for having a go at other directors. They should be regarded as opportunities to practice mindful speaking and deep listening, so that we practice what we preach, and walk our talk.

 

 

Job descriptions of the officers of SECTCo board

 

Facilitator/chairman

To faciltate getting through the business of the board meetings, by chairing them, ensuring that all the business is accomplished, and that all members who wish to speak are heard.

 

Secretary

To organise the board meetings, including agenda, minutes, and actions taken.

 

Technical

To organise and manage the website.

 

Financial

To keep accounts and present the financial position to the board meetings.