1. Name.
The name of the group shall be Metaphorum Community (the Group)
2. Aims.
The Aims of the Group are:
i. To facilitate, support and nurture a member-based community that stewards, develops, educates, disseminates and applies the principles, frameworks and tools of organisational cybernetics (OC), in particular those developed by Stafford Beer, and other complementary systems and cybernetic approaches. This includes but it is not limited to:
a. Promoting and undertaking original research on organisational cybernetics for example through our webinars series, research projects and annual conferences.
b. Ensuring the high quality of VSM and Team Syntegrity education and practice by establishing certification criteria for training and coaching.
c. Developing a web site and other appropriate technologies to maintain a continuous conversation, curate knowledge of organisational cybernetics, and promote the dissemination of quality research and practice.
ii. To enable the formation of a global community of knowledge and practice that uses organisational cybernetic theory in organisations at all levels, scales, and complexity to achieve transformational systemic change.
3. Ethics.
- Metaphorum Community will at all times conduct itself in the spirit of honesty, transparency, equity and collaboration.
- Metaphorum Community will endeavour to ensure its actions will always be concerned with creating a better world based on care for people and planet.
4. Powers.
In order to further the Aims, the Group shall have the power to:
- Raise funds and receive contributions by subscription, donation and otherwise.
- Encourage membership.
- Employ paid or unpaid agents, staff or advisers on such terms and conditions of employment as the Group shall determine.
- Co-operate with other organisations, voluntary bodies and statutory authorities operating in furtherance of the Aims or of similar purposes and to exchange information and advice with them.
- To establish or support any charitable trusts, associations or institutions formed for all or any of the Aims.
- Do anything else within the laws of England, which promotes or helps to promote the Aims.
5. Membership.
Membership shall be open to any individual or organisation who agrees with, and operates within, the Aims of the Group and pays any subscription set by a General Meeting of the Group. Only members may participate in decision making processes.
6. Annual General Meeting.
The Annual General Meeting shall be held every year in March, or as soon as possible thereafter.
All members shall be entitled to attend the AGM.
The Co-ordinator shall give all members 21 days’ notice of the AGM, which must include details of any resolutions for decision.
A formal record of the meetings shall be kept.
Ten members, or 5% of the membership, whichever number is the largest, shall be the quorum. All decisions shall normally be made by consensus. Consensus is defined as a situation where those not in agreement agree not to maintain an objection. In the event of consensus not being possible then that decision shall be made by a 66.66% majority vote, with each member present having one vote.
An accidental omission to give a member notice of a meeting does not invalidate that meeting.
A report of the previous year’s activities and the examined accounts shall be presented for discussion.
A Steering Committee will be appointed at the AGM and shall serve from the end of the AGM to the following AGM.
The AGM may resolve to terminate the membership of an individual or group who are deemed to have committed a serious violation of the codes of conduct of the organisation. The proposal to terminate membership must be included in the notice of the AGM. The member shall be given the opportunity to put their case to the AGM, but the decision may be taken in their absence if they do not attend.
7. Special General Meetings.
A Special General Meeting may be called at any time if ten members or 5% of the total membership, whichever is the greater, give a request to call one to the Co-ordinator. The Co-ordinator must give 21 days notice of a Special General Meeting to all members, with details of the reason for which it has been called.
The Special General Meeting is conducted with the same terms of reference as the AGM which shall include the powers to terminate the membership of an individual or group, who are deemed to have committed a serious violation of the codes of conduct of the organisation.
8. Steering Committee.
The Steering Committee is accountable to the AGM, and shall meet regularly to ensure the oversight, smooth running and continuous development of the Metaphorum Community in accordance with Viable System Model principles, including a recursive structure:
The Steering Committee (or any sub-committee created for the purpose) operates within the stated Aims and ethos of the Metaphorum Community and any policies which are decided at a General Meeting. The Steering Committee (or any sub-committee created for the purpose) will endeavour to ensure the ethos, Aims and policies are adhered to at all times, in all parts of the Metaphorum Community.
The Steering Committee (or any sub-committee created for the purpose) will check the external environment in which the Metaphorum Community operates, look for threats and opportunities, undertake research, and produce innovative strategic plans to respond accordingly. This may involve collaboration with other organisations formed for all or any of the Aims.
The Steering Committee (or any sub-committee created for the purpose) will receive written or verbal reports from representatives of the operational parts of the Metaphorum Community, and ensure progress is being made in line with expectations. If necessary, it will suggest alternative work plans, and allocate resources accordingly.
The Steering Committee (or any sub-committee created for the purpose) will consider the entire operation of the Metaphorum Community and look for ways of encouraging collaboration for their mutual benefit by generating synergy.
The Steering Committee (or any sub-committee created for the purpose) will put in place procedures which ensure the harmonious interaction of the operational units, and thus avoid the emergence of problematic interactions such as competition for resources. Should such problems emerge and are not resolvable by the operational units, the Steering Committee (or any sub-committee created for the purpose) will facilitate the way forward.
The Steering Committee (or any sub-committee created for the purpose) will promote effective communication throughout all parts of the Metaphorum Community.
The initial Steering Committee shall be decided by the meeting at which this constitution is adopted and will stand until the first Annual General Meeting (AGM). Thereafter the Steering Committee shall be elected at the AGM.
The Steering Committee is selected by and from the membership and has the power to co-opt members between AGMs.
The size of the Steering Committee shall not exceed 9 people.
Within the size constraint above, the Steering Committee shall endeavour to ensure that the operational and support units of Metaphorum Community are represented on the Steering Committee.
There shall be reserved places on the Steering Committee for nominees (at least one) of Metaphorum Co-operative Ltd.
The Steering Committee shall elect at a minimum a Co-ordinator and a Treasurer from its members and may create further roles.
One third of the members of the Steering Committee shall retire from office at the AGM but are eligible to stand again at the same AGM.
The Treasurer shall keep an account of all income and expenditure and shall present examined accounts at the AGM.
The Co-ordinator shall keep records of meetings and hold details of the membership. The Co-ordinator will also give members notice of the Annual General Meeting and of any Special General Meetings.
The Co-ordinator will support the flow of communication within the Group and ensure that General Meetings are held.
The Steering Committee has the power to create, and approve terms of reference for, sub-committees, or special interest groups, comprised of members. These committees shall be accountable to the Steering Committee.
9. Finance. There shall be a bank account in the name of the Group. Four members shall be authorised by the Steering Committee to be signatories to the organisation’s bank accounts. A dual authorisation is required for cheques and all payments above £500.
The income and property of the Group shall be applied only in furtherance of the Aims.
Members may claim reasonable out-of-pocket expenses.
An Independent Examiner, who is not a member of the Group, shall be appointed to examine the accounts.
10. Amendments.
The Constitution may be amended at an AGM or a Special General Meeting, provided that 21 days notice of the amendments has been communicated to all members. Decisions on amendments shall normally be made by consensus. Consensus is defined as a situation where those not in agreement agree not to maintain an objection. In event of consensus not being possible then that decision shall be made by a 75% majority vote, with each member present having one vote.
Notwithstanding the above, any change to the Aims shall require a 90% majority vote.
11. Dissolution.
A decision to dissolve the Group may be made at a General Meeting provided that 21 day’s notice of this resolution has been communicated to all members. In the event of dissolution, any assets remaining after the clearing of all debts and liabilities shall be given to a group having similar Aims, and a similar restriction on the use of its assets or, if this cannot be done, to any charitable purposes.
Notwithstanding clause 11, any alteration to Clause 12 requires the approval of 100% of the members.