Constitution of The Bright Exchange

Constitution of The Bright Exchange

1. NAME: The name of the organisation is The Bright Exchange, also referred to as "the LETS" or "the scheme" in this Constitution.


2.1 To develop and encourage the experience of community and sustainability through the establishment of a Local Exchange Trading Scheme.
2.2 To stimulate the creation of practical, economic, educational and social benefits by and for its members and the people of the community of Brighton and East Sussex.
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.


3.1 Membership of the LETS shall be open without prejudice to any individual or organisation sympathetic to the aims of the scheme, subject to any restrictions or conditions that may be applied by the Committee.
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 Committee and (b) by the applicant's endorsement of the LETS Rules and this Constitution.
3.3 The LETS 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.


4.1 The LETS is an unincorporated members' club of people willing to trade amongst themselves.
4.2 The Bright Exchange is part of the South-East LETSlink Network, and aims to abide by, and contribute to LETSlink UK's technical and ethical guidelines.


5.0 The Management of the LETS 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 Committee 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 to the Committee.

5.1 The rights and authority of The LETS are vested in all members, who delegate that authority to a Committee, to act on their behalf to ensure that the tasks of running the LETS are effectively carried out and the organisation operates according to LETSlink guidelines.

5.2 The Committee, consisting of members other than those involved in the day-to-day management of the scheme, should ideally include well-connected persons of good standing in the community. 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 scheme.
(b) To act as a member liaison and support group, reviewing proposals, opinions, advice and complaints received from all members.
(c) At least one Committee member will normally attend meetings of any sub-groups, and report to other members of the Committee any matters of concern.
(d) The Committee will also advise on or take responsibility for outreach to local and national organisations.
(e) To maintain the financial viability of the LETS 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 Scheme, and having an oversight of budgets in local currency.
(f) To Establish and maintaining a fair and workable set of Rules, also called the Members Agreement.
(g) Liaising with LETSlink UK, providing an annual report as a minimum 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.

5.3 The Management Group reports on a regular basis to the Committee, and undertakes the executive management of the schemein 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.
5.5. They may adopt appropriate tools, including online software, to maintain maximum efficiency in carrying out the above tasks.
5.6. They 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. They may request occasional support from other members, and may co-opt others as the need arises.


(a) One or more Administrators may be appointed by the Committee 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 Committee, as appropriate.
(b) Local Organisers may be appointed by the Committee 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 Committee, 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 Committee in order to manage particular areas of activity, and supervise the disbursement of 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 to ensure the accountability of 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. Where mediation has failed, a member from the group will contact LETSlink Trustees for support in resolving the dispute.


7.1 The Committee 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 Committee shall keep a record of all its 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 Committee 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 members of the Committee, whichever is smaller.
7.6 Any Committee member 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 Committee 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 Committee 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 at Committee meetings.


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 Members of the committee 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 Members of the committee 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.


9.1 The Committee shall organise an Annual General Meeting (AGM) once in every calendar year.
9.2 The Committee 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 scheme.
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 Committee and five other members. If the meeting is inquorate the Committee 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.


10.1 Any monies received in the name of the LETS shall be held in an account at such bank as the Committee shall decide from time to time and in accordance with instructions from a general meeting. The Committee shall decide from time to time which signatories can be accepted for financial transactions with the bank.
10.2 Subscriptions to LETSlink UK will be paid out of the the LETS 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.
10.2 The LETS is a not-for-profit organisation. No member shall derive any sterling financial benefit from the scheme, other than the payment of reasonable expenses.
10.3 Any member who carries out an activity on behalf of the scheme will not be held personally liable for reasonable debts, and will be entitled to be indemnified from the LETS 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 scheme. Payments from the LETS funds for special activities or projects will normally be agreed by the Committee in advance, and exceptionally may be approved retrospectively.
10.4 Members 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 members of the Committee may have access to particular budget accounts in the system to make such payments.
10.5 No member may be paid in local currency to attend meetings, unless specifically otherwise authorised by the whole Committee.
10.6 A copy of the most recent statements of accounts (in both the sterling and LETS accounts) shall be made available at Committee meetings, to any member on request, and an annual statement of both accounts shall be presented at each AGM.


11.1 Any changes to this constitution can only be made at an AGM after consultation with LETSlink at national level, who may wish to recommed similar changes throughout the organisation. 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.


12.1 In the case of serious problems arising, such as system failure, or failure to administer any branch of the scheme, any member may seek help from the Committee or Administrator, who will attempt to provide assistance to the organisers in post. If the difficulties cannot be resolved within the current committee structure, LETSlink UK 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 scheme, such as continuing with more support, merging with another organisation with similar aims, or winding up altogether. The scheme 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 LETS 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 by LETSlink to other schemes of the members' choice, or held in a regional membership pool, pending a new organisation being established with LETSlink's support.

12.5 After settling all sterling debts and obligations, any remaining property shall be transferred to LETSlink UK, or in the absence of this organisation, to the regional or its successor organisation, failing which another organisation with similar aims.

Draft at November 2016

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