About Minehead EYE Community Interest Company
Minehead EYE is set up as a Community Interest Company (CIC) which is a special type of company created when the aim of the game is not to make a huge profit but instead to do something good for the community. It means that it is owned by the community and any money made must be put back into it.
Any full Member of Minehead EYE who is aged 11 or over can also become a Member of the CIC, in fact we really want you to become CIC Members so that you are as involved as possible in the organisation and how it is run. Because of this, anyone who signs up to come to Minehead EYE will automatically be made a CIC Member too, unless they tick the ‘opt out’ box on the application form.
Being a CIC Member means that you can have a say in the running of the centre, can attend and vote at the Annual General Meeting, and may (if you are 18 or over) be able to stand to be a Director on the Board of the company.
This structure for governing how the centre is run reflects that one of our aims is to give you a chance to get involved in the community and with running Minehead EYE. We will also be setting up a Youth Board to work with the main Board of Directors.
To make it easier for you to understand what being a CIC Member of Minehead EYE is all about we have summarised the document that explains how the company runs (called the Memorandums and Articles of Association) below.
If you want to know more or have any questions just ask one of the managers at Minehead EYE (Molly or Katrina or Joe).
Minehead EYE Community Interest Company (Company Number: 06033644)
Summary of the Memorandums and Articles of Association
A Community Interest Company like Minehead EYE CIC is a special type of company created when the aim of the game is not to make a huge profit but instead to do something good for the community. It means that it is owned by the community and any money made must be put back into it. Another organisation, called a regulator, keeps an eye on us to make sure this happens. It has lots of Members and a Board of Directors.
Minehead EYE is a great building where young people can feel confident and safe, can have fun and learn. It includes a skate/BMX/inline arena; IT suite; pool and games area; media lab; rehearsal space; recording studio; DJ booth; and a cafe/shop chill-out area, amongst many other things.
Becoming a CIC Member of Minehead EYE CIC (or quitting)
(N.B. You can be a Member of Minehead EYE without actually being a member of the formal CIC too).
To be on the list of CIC Members (called the register) you must have filled in the application form to give us your details and agree to the rules. You stop being a Member if you tell a Manager you want to quit, if you are expelled by the other Members, or if you die. You can only be expelled if you have been told why in writing two weeks before and have been given a chance to have your say to the other CIC Members. Remember though, this only applies to CIC Membership; we can revoke your ordinary membership at any time without notice if you don’t follow the terms and conditions in operation at the centre (see http://www.minehead-eye.co.uk/index.php/terms for a full list). In the very unlikely event that Minehead EYE had to permanently close down, then CIC Members (and people who were CIC Members a year before it closes) would have to pay a maximum of £1.00 each if there were any debts to cover.
General Meetings of the Community Interest Company
Just like all companies, every year the Directors will call a big meeting of all the CIC Members, called an Annual General Meeting (AGM). They may also have other meetings throughout the year. They have to give you three weeks notice of when any meeting is, where it is and what will be discussed. They can do this by writing to you, emailing you or putting it on the website. The meeting can go ahead only if at least 5% of all the CIC Members turn up, otherwise it will be postponed until later. Unless he or she is not there, the Chair of the Board of Directors will run the meeting. Minutes of the meetings must be taken. Whenever there is a vote only Members can vote and every Member has one vote, except the Chair who has an extra casting vote in case there is a tie. If anyone thinks someone might not be allowed to vote, then they should tell the Chair who will then decide if they can or not.
Becoming a Director (and stopping being a Director)
Minehead EYE has between 3 and 7 Directors who are chosen from amongst the CIC Members. The Directors are responsible for running the company, and must be at least 18 years old. At each Annual General Meeting one third of the Directors must stand down (usually the ones who have been there longest) so that new Directors can be elected. If no-one else fills their spot, they can be reappointed. Anyone who wants to stand for election to be a Director must let the Secretary know at least two weeks before the date of the meeting. All Members will be told who the candidates for election are at least a week before the meeting. Directors are then elected by a vote at the Annual General Meeting. The people who get the most votes will be elected. If there are not enough candidates to fill all the spare places, the other Directors can appoint people to the empty spaces on the Board – these people must stand for election at next year’s meeting.
You stop being a Director if you stop being a CIC Member of Minehead EYE, if you choose to resign or retire, or if a majority of Members vote at a General Meeting for you to stop being a Director. The other Directors can also decide at a meeting that you shouldn’t be a Director anymore – but they’d need to write to you two weeks before this explaining why, and give you a chance to have your say to them.
What Directors do
Being a Director is a responsible position, and like in all companies, Directors are legally responsible for everything to do with running a company, and make all the big decisions. They make decisions when they get together at regular meetings of the Board of Directors. Any Director can call a meeting, but they have to let all the other Directors know beforehand, and at least half of all the Directors need to attend. Decisions are made at these meetings by voting – with a majority being needed to make a decision. The Directors get to decide which one of them they want to be the Chair of the Board of Directors, and if they want to change the Chair. If a vote is tied the Chair gets an extra deciding vote. Like with every company, the reality is that the Directors get the Managers to run Minehead EYE from day to day – things like finding and paying staff, organizing courses, checking that the law is being followed, making sure the building is safe. Until Minehead EYE is fully built, all these kinds of things are the job of the project team, but once Minehead EYE is open all this is the job of the Management Committee which includes the staff managers and other important people. The Managers have to let the Directors know how things are going every three months.
Only at meetings of the Board of Directors (or at General Meetings of all CIC Members) can the policies of Minehead EYE can be changed – things like deciding who is allowed to be a Member. When they meet Directors can decide to ask other people to do things for them, or decide that they want to do something themselves rather than get someone else to do it. Any decision like this has to be written down. The main things that Directors can’t get other people to do are taking their decisions for them, deciding that someone else should be a Director, or getting rid of a Director. The Directors can also decide to form committees of two or more Directors where they focus on a particular thing – for example a couple of Directors with experience might want to spend more of their time looking at finances and money.
Directors have to tell Minehead EYE about anything that might influence the decisions they make – for example if you were voting on giving some work to someone in your family. The Directors have to ensure that any decision they make is recorded in writing – the company needs to keep them for 10 years. By law, Directors are also responsible for making sure that proper records of Minehead EYE’s finances are kept, that the finances are written up each year into an annual report, and that someone independent checks this report (called an audit) before it is sent off to the Government. Again, in reality it’s the managers who will do all this, but the Directors do have to make sure it happens.
CIC Members can decide to change the role of the Directors, or tell them to do something in a particular way. They might want to do this if they were unhappy about something the Directors wanted to do. Members can only do this at a general meeting of Minehead EYE. More then three quarters of members at that meeting would need to vote for something like this to happen. Members also get to decide if Directors should be paid, and what they should be paid.
A full copy of the Memorandums and Articles of Association that this summary has been developed from is available here: http://www.minehead-eye.co.uk/index.php/company-memorandums