The board of directors is the governing body of Interwoven Arts CIC. Because the company is a small-membership CIC, the board and the membership are the same people: Article 26.3 — “Each member of the company shall be a Director” — and a person ceases to be a member if they cease to be a director (Article 27.2.3). There are no outside members and no shareholders.
Composition
Not less than two and not more than seven directors (Article 22.3). The company currently has three:
- Dan Gauden — Founder & Creative Director, and the company’s Designated Safeguarding Lead (legal name Daniel John Gauden)
- Kubi May — Director & Wellbeing Advisor, and the company’s Deputy Safeguarding Lead (legal name Karenna May Magee)
- James Silvanus-Davis — Director & Creative Documentation Lead (legal name James Andrew Silvanus-Davis)
Authority and delegation
Subject to the Articles, the directors are responsible for managing the company’s business and may exercise all its powers (Article 8). They may delegate any of their powers — to a person or committee, by any means, and on such terms as they decide — and may revoke or vary a delegation at any time (Article 11).
Appointment
The first directors were those notified to the Registrar of Companies at incorporation (Article 22.1). Any person willing and legally permitted to act may be appointed by a decision of the directors (Article 22.2). Every director must also be a member, and admission to membership requires the directors’ approval (Articles 26.3–26.4).
Termination
A person ceases to be a director on the events set out in Article 23 — disqualification by law, bankruptcy, resignation (provided at least two directors remain in office), failure to attend three consecutive meetings where the directors resolve to remove them, or ceasing to be a member. Because membership and directorship are linked, losing one ends the other (Articles 23 and 27.2.3).
How decisions are taken
Any decision of the directors is either a majority decision at a meeting or a unanimous decision taken without one (Article 12).
- At a meeting. Any two directors may call a meeting, on at least seven clear days’ notice unless all directors agree to shorter notice or circumstances are urgent (Article 13). The quorum is two (Article 15). Questions are decided by a majority of votes, each director having one vote, and the chair has a casting vote where votes are equal (Article 17).
- Without a meeting. The directors may take a unanimous decision by indicating a shared view to one another by any means. One nominated person (the “Recipient”) collects each director’s approval; an approval is valid only if it is not withdrawn within seven days; the Recipient then confirms the result to all directors and records it in a minute (Article 18).
Chair
The directors may appoint one of their number as chair for a term they set, and may remove the chair at any time (Article 10). The chair holds the casting vote where a decision is otherwise tied (Article 17.3).
Members’ decisions
Because every member is a director, members’ decisions are taken by the same three people. The directors may call a general meeting at any time (Article 28). A members’ written resolution passes as an ordinary resolution by a simple majority of the voting rights, or as a special resolution by at least 75%, and lapses if not passed within 28 days (Article 29).
Records and minutes
The directors must keep minutes of all appointments, all resolutions (including decisions taken without a meeting), and all proceedings, and must retain them for at least ten years (Article 32). These minutes are internal governance records: no person is entitled to inspect the company’s records merely by virtue of being a member, except as provided by law or authorised by the directors (Article 33.2). What is publicly available is the company’s Companies House filings — see reporting & transparency.
Financial and signing authority
Day-to-day financial authority is set by the company’s Financial Authority Policy, which sits alongside these Articles. The company holds a Charity and Community Account with The Co-operative Bank. Dan Gauden is the sole signatory; Kubi May and James Silvanus-Davis are registered as non-signatory directors. The arrangement is balanced by monthly circulation of statements to all directors and a continuity provision recorded by directors’ resolution. Expenditure runs on four authority tiers:
| Tier | Single transaction | Authority required |
|---|---|---|
| 1 — Operational | up to £250 | Sole signatory, no prior approval |
| 2 — Standard | £251–£1,000 | Sole signatory, email notice to both other directors before commitment |
| 3 — Significant | £1,001–£5,000 | Written agreement of at least one other director before commitment |
| 4 — Material | over £5,000 | Unanimous written agreement of all three directors before commitment |
Related purchases are aggregated, and splitting a transaction to stay under a tier is prohibited. Urgent expenditure above £1,000 that cannot wait for approval may be authorised by Dan Gauden, who must then notify the other directors within 24 hours and seek retrospective approval at the next meeting.
The duties that bind directors in law, and the conflict-of-interest rules that apply to related-party decisions and to setting director pay, are in directors’ duties & conflicts.