Collared Events

Constitution and Ownership Transfer Agreement

The Agreement...................................................................................... 2

Founding principles................................................................................. 2

Aims...................................................................................................... 2

Trustees................................................................................................. 2

Responsibilities of Trustees...................................................................... 2

General Meetings of Trustees.................................................................... 3

The Promoter........................................................................................... 3

The Management Team............................................................................ 4

The Members........................................................................................... 4

Assets, profit and financial worth................................................................ 4

Privacy of Members................................................................................... 4

Dissolution................................................................................................ 4

Transfer of ownership and rights................................................................. 5

ANNEX 1 - signatures................................................................................ 6

The Agreement

1)  In this Agreement:

“Owner” means the person who until this Agreement comes into force solely owns Collared Events as an entity and a brand together with all its assets;

The “Organisation” refers to the entity “Collared Events”, otherwise referred to as “Collared”;

“Trustee” means a person appointed by the owner and subsequently by Members to hold the Collared Events brand and assets in trust;

“Members” refers to those people who have paid for or been granted Membership of Collared;

“Promoter” means the person designated with responsibility for carrying into effect the development of the organization;

“Staff” and “Management team” refers to the people appointed to specific operational roles in the organization.

2)  This agreement is made on the 12^th November 2011 between the Owner of Collared Events and the appointed Trustees of Collared Events (the Trustees), the names and signatures of which are set out in Annex 1.

3)  This Agreement supersedes any previous similar agreements or arrangements.

4)  The Trustees agree that this document will be made available to any Member upon request by that Member. Annexes that contain personal information are exempt from disclosure.

5)  The Agreement fulfills a mutually held long-term vision that Collared will become an independent organisation owned by its members. The transfer of rights and ownership from the current owner to a group of Trustees is a key component in this process.

6)  This Agreement and the terms therein are perpetual.

Founding principles

7)  Collared has been founded on the belief that people wanting to explore a fetish lifestyle should enjoy their activities and their choices without feeling pressure to conform to a stereotype or category and to do so without discrimination by others. It rests on the principles of informed consent, lawful conduct and mutual respect. Collared strives to protect and nurture the health, safety and the quality of life for individuals and the kink community.

Aims

8)  The aims of the Organisation shall be:

a.     To establish and operate events, publications and activities

b.    To establish and expand a comprehensive online social environment

c.     To build a strong affiliate programme that provides a wide range of benefits to Members

d.    To build and extend the Collared brand nationally and internationally through event development, franchising and other activities

e.    To provide support wherever possible to Members and to the Collared environment in general.

f.      To do anything considered desirable or necessary in furtherance of the founding principles of the Organisation

Trustees

9)  The overall responsibility for the wellbeing of the Organisation shall rest with the Trustees who will hold in trust and protect the Collared brand and assets, act on behalf of Members, delegate management responsibility as widely as possible and ensure that the terms of this Constitution are observed and promoted.

10)         The Owner will appoint the founding Trustees for an initial period of two years and each may be re-appointed in a subsequent biennial ballot of Members.

11)         There shall at any time be no fewer than three Trustees, however Trustees may by unanimous agreement increase this number prior to a biennial ballot of Members and those additional Trustees must be endorsed by Members at that ballot.

12)         A Trustee may at any time resign without notice or stated reason.

13)         Provided there is unanimous agreement among other Trustees a Trustee may be removed from office for causing or promoting serious breach of the terms of this Agreement, causing damage or disrepute to Collared or failure to fulfill his duties over a continuous period of three months without reasonable excuse.

14)         In the event of 12) or 13) above, and with unanimous agreement of the remaining Trustees all vacant Trustee positions will be filled within two months by replacement casual appointees until the next scheduled biennial ballot.

Responsibilities of Trustees

15)         The principal role of the Trustees will be to hold and protect the Collared brand and assets in trust for and on behalf of Members and to act in consultation with staff and volunteers to ensure the continued growth and prosperity of the organization, particularly with regard to the aims set out in Annex 3..

16)         The Trustees shall have oversight of the overall business of the Organisation and have authority to take whatever action they consider necessary to improve the viability of the Organisation and to mitigate risk.

17)         The Trustees will  - subject to the conditions set out in this document - have the final say in all matters and disputes that cannot be resolved by staff.

18)         Without limiting their scope to take on specific management roles outside their position as Trustee, the role of Trustees is not concerned with management tasks in the conduct of the Organisation but to ensure that specific roles are carried into effect properly and lawfully and that the overall management of Collared is efficient, appropriate and relevant to the Organisation’s aims. Wherever possible, within their role as Trustees, they should maintain a “hands-off” approach to the operation of the Organisation.

19)         The Trustees may by unanimous agreement after financial autonomy has been agreed as set out in 34) below pay any expenses incurred in promoting and operating the Organisation.

20)         The Trustees agree that they will follow and formalise the founding principles of Collared as key objectives of the organisation, 

21)         The Trustees will ensure that Collared remains an independent, non-profit community initiative and that they will take steps to ensure that the Collared brand will continue to be owned in trust to them by Collared members.

22)         The Trustees agree that Collared’s founding principles and aims will be reflected in the operation of Collared events, and to their best ability they will protect the health and safety of members and participants, uphold and nurture the Collared brand and enforce limitations on entry to the club and involvement in its activities by malicious or disruptive individuals.

23)         The Trustees agree to enforce the exclusion list set out in Annex 2.

24)         To further the aims the Organisation the Trustees shall have power to:

a.              Obtain, collect and receive money or funds by way of contributions, donations, membership fees, event entry charges, sale of goods, grants and any other lawful method towards the aims of the Organisation.

b.             Associate businesses, voluntary organisations and the kink community in a common effort to carry out the aims of the Organisations.

c.              Do all such lawful things as will further the aims of the Organisation.

25)         The Trustees are responsible for ensuring that a biennial ballot is conducted to permit Members to vote on the appointment or re-appointment of Trustees, the first ballot to be conducted no earlier than 22 months and no later than two years from the date of this Agreement.

26)         The Trustees may by unanimous agreement vary or amend the terms of this Constitution provided that:

a.     All staff have been consulted and have also agreed by at least a two thirds majority;

b.    The changes are subsequently published on the Collared website, and

c.     That the changes do not in any way limit i) the scope or intent of the founding principles, ii) the aims of the organisation, iii) the rights and responsibilities of Trustees and the Promoter, iv) limitations on sale or transfer of the Collared brand, (v) the prohibition on profit distribution to Trustees or Members or vi) the limitations set out in this clause.

General Meetings of Trustees

27)         The Trustees will meet in a manner of their choosing at least once every three months to review Collared’s activities and finances, deal with outstanding issues and take action on developing the organization in line with the aims of the Organisation. Without otherwise limiting the right of Trustees to hold meetings separately in private, all members of the management team will be invited to participate in general meetings.

28)         The quorum for meetings will be two thirds of Trustees and one third of the UK-based members of the Management Team.

29)         A Trustee who is also a member of the Management Team will be counted only once for the purposes of attendance and voting at a general meeting.

30)         Minutes shall be taken of all General meetings.

The Promoter

31)         The Promoter will be responsible on behalf of the Trustees for overall management and development of the Organisation and carrying into effect any business strategy agreed in consultation with the Trustees. He will also be responsible for external activities and putting into effect the aims of the Organisation with regard to future growth, particularly those set out in Annex 3. .

32)         The role of Promoter is also to assist and advise operations rather than directly manage them. While the Trustees will ensure that adequate management is in place, the Promoter’s role will be to support and have direct oversight of that management.

33)         The Owner may choose to occupy the role of Collared’s Promoter from the date of this Agreement.

34)         The Owner in the role of Promoter will continue to indemnify agreed expenses, manage finances and hold legal liability until such time as full financial independence is unanimously agreed amongst the Owner and Trustees.

35)         During the twelve months from the date of this Agreement the Promoter will have an operationally autonomous role but must work in cooperation and through consultation with Trustees, particularly with regard to organizational development.

36)         Within twelve months of the date of this agreement the Promoter shall establish a financial system that ensures financial accountability and transparency for oversight by Trustees.

37)         The Promoter may be removed by unanimous agreement of the Trustees who may then appoint another person to the role or divide that role among themselves.

38)         The Owner acting in the role of Promoter may not be removed by Trustees until twelve months from the date of this Agreement unless he has caused damage or disrepute to Collared as set out in 13) above.

39)         A schematic setting out the respective and intersecting roles of Trustees and Promoter is shown in Annex 4. All staff members will be provided with a copy of this chart.

The Management Team

40)         The Trustees in consultation with the Promoter will appoint and provide support for a Management Team comprising event managers and managers with specific duties.

41)          The Trustees will permit, to the greatest extent possible, operational autonomy to Team members subject to reasonable oversight.

42)         The Management Team will carry out their responsibilities according to the terms of this Constitution and the priorities set by the Trustees and the Promoter.

43)         The Team membership may include, though not be limited to, the following roles:

a.     The Promoter

b.    Event managers

c.     Administration and Communication officers

d.    The principal DJ

e.    Demonstration manager

f.      Membership coordinator

g.    Affiliate manager

h.     Front-of-House

i.       Online activities and Webmaster

The Members

44)         The Members referred to in this document are those people who have paid for or been granted Membership of Collared for whatever period has been set by the Trustees.

45)         People who have membership status prior to this Agreement will continue as Members subject to the conditions imposed by Trustees.

46)         The right of admission to membership shall be vested in the Trustees who may without showing cause refuse to admit any person as a member of the Organisation but nothing herein contained shall entitle the Trustees to discriminate in any way between applicants by reason of race, colour, or creed.

47)         The Trustees may also without showing cause by a resolution passed by a simple majority of the Trustees and after which the member in question has been given reasonable notice and a reasonable opportunity of being heard in his own defence refuse to continue any person as a member of the Organisation.

48)         Membership does not confer any right other than the right to vote at a biennial ballot to appoint Trustees and to stand for the position of Trustee.

49)         Although Members collectively own the Collared brand no financial gain may be made from the sale or proceeds of that brand.

Assets, profit and financial worth

50)         The Collared brand and entity is held in Trust and cannot be sold or transferred under any circumstance.

51)         Assets other than the brand may be sold or their value traded as long as any resulting value or benefit is invested into Collared’s activities.

52)         The income and property of the organisation, however derived, shall be applied solely towards the promotion of the objects of Collared as set forth in this document and no portion of this shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the Trustees or members.

Privacy of Members

53)         The Trustees, Promoter and Management Team will hold paramount the privacy of Members and will take all steps to ensure that information security and data protection are central to the operation and administration of Collared.

54)         Personal information will be collected and maintained by Collared only to the extent demanded by law. Wherever possible the Organisation will strive for a policy of anonymity.

55)         The Trustees agree that any attempt by authorities to require the collection or disclosure of personal information or identities of Collared Members will be challenged to the fullest extent of the Organisation’s resources.

Dissolution

56)         The Organisation may be dissolved by a unanimous resolution of all Trustees supported by two-thirds of the Management Team

57)         A Special meeting convened specifically to consider such a motion must be organized with at least thirty days’ notice to Trustees and Management.

58)         If a decision is taken to wind up the Organisation an offer must then be put by Trustees to the Management Team to take over the Organisation. If the Management Team agrees on a simple majority to do so the existing Trustees must step down and a ballot conducted among the Management Team to determine replacement Trustees.

59)         If Dissolution is agreed, the Trustees shall distribute any assets remaining after the payment of all bills to organisation(s) having aims similar to Collared.

Transfer of ownership and rights

60)         To this end, the Owner agrees to immediately relinquish all claims, rights and ownership of Collared, both as a brand and as an entity, and to hand over all rights and ownership to the Trustees to be held by them in trust.