Common Weal Agreed Content of a Constitution 1. Legal entity Common Weal is a company limited by share but without share capitalisation. It is a non-profit distributing organisation. Shareholders therefore govern the organisation but do not own it or its assets. Common Weal ltd is structured to enable it to own subsidiary companies which pursue specific aspects of the purpose of the overall organisation. It is expected that any activity which has a level of financial exposure sufficient to put at risk the sustainability of Common Weal ltd would be pursued using a legal entity capable of insulating the parent company from risk. In the event that Common Weal ltd is wound up it will be for the Board to identify and agree a dispersal of assets which is appropriate to the purpose of the organisation. 2. Governance The ultimate decision-making body of Common Weal will be its Board. The Board will normally consist of seventeen people, eight male, eight female, and the Director. There is no term limit for members of the Board but it will be the responsibility of the Board to ensure that it is balanced, representative and appropriate to purpose. It is for the Board to approve replacements for any vacancies. Members of the Board will be Directors of Common Weal Ltd for the duration of their membership and will hold one share limiting their liability to £1. Upon leaving the Board a Member’s Directorship and share will be transferred to their replacement. If there is a gap prior to the appointment of a successor the Directorship will remain vacant and the share will be held by the company in the interim. It is for the Board to decide whether it wishes to elect a Convener, Co-Conveners, an Executive Committee or any other form of delegated authority. If the Board chooses to do this authority remains delegated from the main Board and that Board will remain the final decision-making body. The Board should meet at least three times a year, one of which meetings shall be the AGM. The Company Secretary shall be appointed by the Board. The Board will seek to achieve agreement through consensus and not through either unanimity or majority vote. No individual Member will hold a veto. If it is impossible to reach consensus and all efforts to mediate a consensual outcome are unsuccessful, a majority vote will be used. Where Common Weal establishes subcommittees, special purpose vehicles or subsidiary companies with limited liability it will be for the Board to ensure that each of these has a constitution and governance structure which is clear and appropriate to the purpose both of that subcommittee, special purpose vehicle or company and to the parent organisation. The relationship between the parent and subsidiary or subcommittee will also be made clear, including a clear statement of which governance body has the capacity to wind up that special project. 3. Purpose Common Weal exists to promote progressive left approaches to government, governance and society more generally. It will not affiliate to any political party but is free to work with them differentially according to their political position and to comment on them freely including in electoral periods. It will pursue this purpose through activities including but not limited to research and policy development, campaigning and lobbying, writing and publishing, working with other organisations and grassroots campaigns, organising events and by establishing special projects. It is the sole responsibility of the Board to judge whether any action or project is appropriate to the purpose of the organisation. 4. Statements of practice The constitution of Common Weal will not specify expectations of good practice on the part of the organisation, its employees or those working in partnership with it. However, it is expected that the Board will agree a series of statements to this effect. Common Weal will not tolerate violence, behaviours which breach expected good practice in areas of equalities or any behaviours or actions likely to bring the organisation into disrepute. 5. Corporate function Common Weal shall have a Board, a Director and a Company Secretary. Operational matters, including staffing, finance and legal compliance, will be the responsibility of the Director. The Director will report regularly to the Board on operational matters. Common Weal will seek to raise funding from any source which does not compromise its purpose, including donation, subscription, grant funding, borrowing and commercial activity. Funding shall not be taken from any source, commercial or non-commercial, which would be likely to be seen as severely hindering the organisation’s independence, ability to act freely in policy development and campaigning or to be seen as a progressive and ethical organisation. Common Weal will be free to spend money in any way the Board deems to be appropriate to purpose. Common Weal will be a moral and ethical employer and will create a statement of good employment practice. AS AGREED BY THE BOARD OF COMMON WEAL LTD, SEPTEMBER 2014
Posted on: Wed, 01 Oct 2014 21:02:42 +0000
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