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The name of the Association shall be the “Freelancer & Contractor Services Association” (referred to in this constitution as “the FCSA”).
The FCSA was established in 2008 and this constitution was adopted on 7 September 2016.
The FCSA has the following mission statement:
“The Freelancer & Contractor Services Association has been founded as an independent industry association to set the standard for companies providing services to the professional freelance workforce and give this vital community a voice”.
The FCSA shall have the following objectives:
Accredited Member: shall mean such members who have complied (and continue to comply) with all obligations of an Accredited Member as noted in this document; will be eligible to put forward a candidate for election to the Board and/or position of Chairperson; has signed the Terms and Conditions of Membership and paid all relevant fees due to the FCSA as they become payable.
Board: shall mean the Chairman, Chief Executive Officer, Finance Director and such other Accredited Members.
Member: shall refer to businesses who are Accredited Members.
Membership Year: shall mean the period [1 October] to [30 September] each year.
Membership of the FCSA is available to any organisation that provides employment, payroll, accountancy and administrative support and advice for the professional freelance workforce. There is no limit to the number of members that FCSA can admit.
All Accredited Members must pass an initial audit carried out by an approved independent auditor confirming they comply with the relevant code(s) of conduct with the transparent submission of full audit reports to HMRC. Members must be re-audited every year and must pay all appropriate subscription fees as they fall due for payment to the FCSA.
The Board has full discretion to admit or refuse any application and/or can delegate this responsibility to the CEO, for accredited membership of the FCSA.
Membership is not transferable.
A member may resign at any time, or their membership may be terminated at the discretion of the Board, but any Member whose Membership is terminated part way through a Membership Year will not be entitled to a refund (partial or otherwise) of their paid subscription fees.
Codes of Practice
The Board shall draw up or endorse a Code or Codes of Practice which shall be binding on Members.
Where an Accredited Member fails a compliance audit, or fails to pass an audit within timescales agreed by the Board, membership of the FCSA will automatically be suspended, including removal of Member’s details from the FCSA website, until the approved independent auditor confirms that the Member may resume Membership. If there is no confirmation of compliance within 3 months of the agreed date the organisation will cease to be a Member.
Finance of the FCSA
The financial year of the FCSA shall be 30th September but this may be changed by resolution of the Board.
The subscription scale shall be set by the Board.
The FCSA is a not-for-profit enterprise; any profits arising will be re-invested into the Association.
The FCSA shall not be required to hold an annual general meeting.
At least 3 members of the FCSA, or the Board, may at any time require the Chairman to convene a general meeting of the FCSA. In convening such a meeting the Chairman shall give not less than 21 days’ notice to members.
The affairs of the FCSA shall be directed by the Board elected by the Members in accordance with regulations made by the Board. With the exception of the Chief Executive and Financial Director, all Members are required to retire on the second anniversary of their appointment. The term of members appointment to the Board will be for a period of two years and so the second anniversary will arise after four years’ service on the Board.
Any Member may nominate a representative from the Membership for appointment to the Board. All nominations must be received up to 30 days before the date on which the current Members of the Board retire. All Board members are elected annually from representatives nominated by each Member. Accredited Members shall only elect Accredited Member representatives to the Board.
Members can be elected for more than one Term providing they receive appropriate nominations and votes to support their re-election.
To be eligible for election a person must be a Chief Executive or Principal of a Member organisation.
A Member of the Board shall cease to be a Board Member if he or she resigns, or ceases to hold office in, the organisation in which he or she held office when they were elected.
Each Member of the Board shall have one vote. The Chairman shall have a second, or casting, vote in the event of equality.
The Board may otherwise determine its procedures and arrangements for meetings.
The Board has the power to appoint (or remove) any one or more directors or Members who possess particular skills required to undertake a particular project, duties, or function on behalf of the FCSA or the Board. Once the lifecycle of the project is complete, or the duties or functions are no longer required the Board will require the resignation of that director or Member.
The Board shall appoint a representative from one of its Accredited Members as Chair to hold office for such period as agreed by no less than 75% of all Accredited Members. The Board may also elect a Deputy Chair from one of its Accredited Members who will provide cover in the event of the Chair’s absence for the same period as the Chair’s office.
The term served by the Chair will be the same as that served by other Board members i.e. two terms. But the Board may decide on an extension of a maximum of one year in exceptional circumstances. Those circumstances being decided by the serving Board members.
In the event of the Chair resigning or ceasing to be a member of the Board, the Board shall have the power to elect a replacement to serve for the remainder of the term.
The FCSA shall publish an annual report on its activities and a list of subscribing Members. Both of these documents will be published on the FCSA’s website with the Membership list always being up to date.
The Board may establish and maintain sub-committees and project groups, and may delegate matters to them.
The Board may appoint technical panels to advise and assist it.
The Board shall appoint a Chief Executive who shall be responsible to it for the management of the FCSA and who shall also be the principal representative of the FCSA and the principal policy adviser to the Board.
The Board and the Chief Executive may delegate any of their powers as they see fit.
The Board shall cause appropriate accounts to be maintained.
Auditors shall be appointed annually at a general meeting of members.
The Board shall prepare an annual report and audited accounts and send them to Accredited Members within three months of them being prepared.
This constitution shall be amended by the FCSA, provided that at least 75% of the Accredited Members of the FCSA present at the meeting vote in favour of amendments of which prior notice has been given.
The FCSA may be wound up or merged by resolution of a general meeting in accordance with the Articles of Association. Such resolution may specify how the assets of the FCSA shall be used.