Articles of Association

Details

Constitution
Published:
April 21, 2026
Updated on:
April 21, 2026

TL;DR

Pride Community Foundation CIC is a community interest company, meaning it exists to benefit the public rather than generate private profit. Any surplus must be reinvested into the community, and if PCF were ever wound up, its remaining assets would pass to Brighton Pride CIC (company no. 08405357) — not to individuals. This is the asset lock, and it cannot be undone.

The company is run by its directors, who are collectively responsible for all decisions. Each director is also automatically a member, and vice versa — the two roles are inseparable. Decisions are made by majority vote at meetings, or unanimously without a meeting if all directors agree in writing. The quorum is two directors.

Directors can delegate day-to-day management but cannot abdicate overall responsibility. If a director has a conflict of interest in any matter, they must declare it, leave the room for the relevant discussion, and take no vote — unless the other directors formally authorise them to remain. There is a register of interests for exactly this purpose.

New directors are appointed by the existing board. A director loses their seat if they resign, go bankrupt, miss three consecutive meetings without resolution, are disqualified by law, or cease to be a member. Directors can be paid for their services if the board decides, and reasonable expenses are always covered.

Members (who are always directors) can pass resolutions in writing rather than at a meeting, provided the required majority responds within 28 days. An ordinary resolution needs a simple majority; a special resolution needs 75%. The one thing that cannot be done by written resolution is removing a director or auditor — that requires a general meeting.

The company's objects are to enhance the lives of LGBTQ+ people in Brighton, Hove and Sussex through inclusion, diversity, sustainability and fundraising, distributing grants through various funds.