The following is an excerpt from the full Articles of Association of the National Organisation for Responsible Micro, Small and Medium-sized Businesses to include Part 1 in its entirety, plus extracts from Part 2 and Part 3 that specifically relate to how Members can play a role in the company.
These are bespoke articles, designed explicitly to ensure the purpose of the company is protected
CLICK HERE to view the full Articles of Association
The Companies Act 2006
Company limited by guarantee and not having a share capital
Articles of Association
Company Number 14248089
National Organisation for Responsible Micro, Small and Medium-sized Businesses
COMPANY, PURPOSE, AND LIMITED LIABILITY
1. The Company
1.1 The name of the company, herein referred to as The Organisation, is the “National Organisation for Responsible Micro, Small and Medium-sized Businesses.”
1.2 The Organisation has been incorporated specifically to protect the company previously known as the Organisation for Responsible Businesses CIC, company number 6830936, incorporated on 26th February 2009, a Community Interest Company limited by shares, so that it cannot be held in private ownership and The Organisation’s purpose as detailed is never compromised.
1.3 Within two months of incorporation of The Organisation, company number 6830936 in its entirety including all assets, liabilities, and intellectual property, will be merged into The Organisation. Henceforth, The National Organisation for Responsible Micro, Small and Medium-sized Businesses, shall trade under the name of Organisation for Responsible Businesses, abbreviated to ORB as appropriate.
2. Purpose, and Fundamental Processes And Procedures
This section outlines the purpose of The Organisation and the fundamental processes and procedures that should be maintained for the organisation to meet that purpose.
2.1 The Organisation has a vision of thriving, vibrant cities, towns, and villages where small businesses play a vital role in their local communities, contributing to social, environmental, and economic sustainability and setting an example of ethical and responsible business behaviour in the UK and across the world.
2.2 Our purpose is to realise that vision by:
(a) Encouraging and promoting a better way of doing business; a way that is good for business but also good for people (the workforce, local community, and society at large,) and good for the environment;
(b) Supporting and promoting our members;
(c) Providing learning and certification options accessible to members and non-members that develop and authenticate responsible business practices;
(d) Carrying out any other appropriate activities to further our purpose, including but not limited to events, research, surveys, studies, actions intended to influence public opinion, government, and other bodies, either on our own account, by commissioning others, or in collaboration with other organisations.
2.3 Fundamental processes:
(a) Membership is restricted to organisations that are micro, small, or medium-sized at the time of joining (0-249 full-time pro-rata employees);
(b) A Member may be an individual in the case of unincorporated organisations, or may be any other type of incorporated body;
(c) Larger companies may be offered alternative engagement options such as Corporate Supporters, as an example, but cannot become members;
(d) The membership process must include completion of an online questionnaire; signing online of the Members’ Pledge detailed in Article 2.3f, and a physical or online meeting with a senior member of ORB to vet applicants if they are not already known to The Organisation.
(e) Directors have the right to refuse any application for membership as they see fit.
(f) The Pledge:
“We pledge to operate our business in an honest and ethical manner; to consider people and the environment when making business decisions; and endeavour to make a positive contribution to the local community and society at large.”
(g) The highest level of certification offered by The Organisation is to be known as the Responsible Business Standard and must adhere to robust, evidence-based processes that are continually monitored and updated as appropriate.
3. Not For Profit
3.1 The Organisation will operate on what is termed a Not-for-Profit basis. Any surplus funds will be re-invested into the business for development purposes or used in other ways as deemed appropriate by the Board, and within the terms of the Articles, to further its purpose.
3.2 Profits and income derived from the sale of assets may not be distributed to Directors or Members, subject to Article 3.3.
3.3 Employees, including salaried Directors, may receive performance-based bonuses if approved by the Board subject to a maximum of 5% of their basic annual salary.
4.1 The First Members of The Organisation are those members registered as members in the Memorandum
4.2 Within a transfer period of two months from the date of incorporation, all individuals, companies, and other organisations accepted as members of company number 6830936 as per the process detailed in Article 2.3 will automatically become Members of The Organisation under the terms of these Articles of Association and in accordance with the Companies Act 2006.
5. Winding Up
5.1 The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of The Organisation in the event of it being wound up while a current member or within one year after membership has ceased for:
(a) payment of The Organisation’s debts and liabilities contracted before he ceases to be a member,
(b) payment of the costs, charges and expenses of winding up, and
(c) adjustment of the rights of the contributories among themselves.
5.2 If on the winding up or dissolution of The Organisation there remains, after the satisfaction of all its debts and liabilities, any property whatsoever the same shall not be paid to or distributed among the members of The Organisation, but shall be given or transferred to some other organisation having objects or carrying on activities similar to those of The Organisation and prohibiting the distribution of its or their income and property among its or their members, and if and so far as effect cannot be given to such provision, then to some charitable purpose.
DIRECTORS, OFFICERS, BOARD MEMBERS AND THE BOARD OFFICERS
9. Number of directors
Unless otherwise determined by special resolution, the number of directors forming the Board of Directors, shall be a maximum of twelve and not less than three.
10. Appointment of directors
The Board of Directors will include:
(a) The Chief Executive Officer and any other appointed Executive Director in according with Article 8
(b) Up to three Directors nominated by the Member Council in accordance with Article 32.6
(c) Any other person may be appointed to be a director by a decision of the directors in accordance with Article 9
(d) Directors must be willing to act as a director and be permitted by law to do so
(e) Directors must comply with any conditions for membership of the Board laid down by the Board from time to time.
30. Members right to vote
Every member shall have one vote. All members have a right to vote at general meetings.
31. Member Council
31.1 All members have a right to apply for membership of the Member Council
31.2 The Member Council will act as a representative body to ensure members views are shared with the Board of Directors.
31.3 The Member Council will consist of a minimum of eight members and a maximum of forty members.
32. Formation of the Member Council
32.1 Within two months of incorporation of The Organisation, all members will be invited to apply direct to The Organisation to be a founding member of the Member Council.
32.2 The first members applying, up to a maximum of forty members, shall form the initial Member Council subject to Article 32
32.3 The Member Council shall agree amongst themselves who will act as initial chair and secretary.
32.4 When the Member Council is formed with a minimum of eight members and with a chair and secretary in place, future applications for Council membership will be passed to the Member Council for approval.
32.5 When the maximum of 40 members has been reached, the Member Council will agree amongst themselves a rolling process of council membership with existing members not remaining in place for longer than three years without re-election by the member board.
32.6 The Member Council may nominate, in a formal meeting and with majority votes, up to three of their number to hold office as a Director of The Organisation. Member Council Directors must be re-elected every three years by the Member Council, but there is no limit on the number of times they can be re-elected.
- 7 The Member Council will abide by the formal meeting rules as defined by and agreed with the directors from time to time. Three months’ notice in writing will be given of any changes in formal meeting requirements.
32.8 Additional informal meetings can be held as required providing formal requirements have been duly met.
32.9 No formal business can take place at a formal meeting of the Member Council unless a quorum of 50% plus one of the Member Council are present.
32.10 Member Council Directors will have the same rights and responsibilities as all other directors of The Organisation.
32.11 Council Members may propose general or special resolutions providing a majority of all Council Members have signed the resolution.
33. Organisation of general meetings
33.1 All General Meetings will be held online to ensure easy accessibility for all Members, and voting will be carried out using appropriate polling software.