Subject to the matters set out below the Charity and its
property shall be administered and managed in accordance with this
constitution by the members of the Executive Committee constituted by clause
H of this constitution (“the
Executive Committee”).
D Powers.
In furtherance of the objects but not
otherwise the Executive Committee may exercise the following powers:
(i)
power to raise funds and to invite and receive contributions provided
that in raising funds the Executive Committee shall not undertake any
substantial permanent trading activities and shall conform to any relevant
requirements of the law;
(ii)
power to buy, take on lease or in exchange any property necessary for
the achievement of the objects and to maintain and equip it for
use;
(iii)
power subject to any consents required by law to sell, lease or dispose
of all or any part of the property of the Charity;
(iv)
power to co-operate with other charities, voluntary bodies and
statutory authorities operating in furtherance of the objects or of similar
charitable purposes and to exchange information and advice with them;
(v)
power to establish or support any charitable trusts, associations or
institutions formed for all or any of the objects;
(vi)
power to appoint and constitute such advisory committees as the
Executive Committee may think fit;
(vii)
power
to do all such other lawful things as are necessary for the achievement of the
objects.
E Membership.
(1) Membership of the Charity shall be
open to any person over the age of 18 years interested in furthering the
objects and who has the annual subscription laid down from time to time by the
Executive Committee
(2) Every member shall have one vote.
(3) The Executive Committee may by unanimous vote and for good reason
terminate the membership of any individual: Provided that the individual
concerned shall have the right to be heard by the Executive Committee,
accompanied by a friend, before a final decision is made.
F Membership
Deleted
G Honorary Officers.
At the annual general meeting of the Charity the
members shall elect from amongst themselves a chairman, a secretary and a
treasurer, who shall hold office from the conclusion of that meeting.
H Executive Committee.
(1) The Executive Committee shall consist of not less than
6
members nor more than
9.
Members being:
(a) the honorary officers specified in
the preceding clause;
(b) not less than 3
and not more than
4
members elected at the annual general meeting who
shall hold office from the conclusion of that meeting;
(c)
No nominated members appointed
(2) The Executive Committee may in
addition appoint not more than
2
co-opted members but so that no-one may be appointed
as a co-opted member if, as a result, more than one third of the members of
the Executive Committee would be co-opted members. Each appointment of a
co-opted member shall be made at a special meeting of the Executive Committee
called under clause K1 and shall take effect from the end of
that meeting unless the appointment is to fill a place which has not then been
vacated in which case the appointment shall run from the date when the post
becomes vacant.
(3) All the members of the Executive Committee shall retire from office
together at the end of the annual general meeting next after the date on which
they came into office but they may be re-elected or re-appointed.
(4) The proceedings of the Executive
Committee shall not be invalidated by any vacancy among their number or by any
failure to appoint or any defect in the appointment or qualification of a
member.
(5) Nobody shall be appointed as a
member of the Executive Committee who is aged under
18 or who would if appointed be disqualified under the provisions of the
following clause.
(6) No person shall be entitled to act
as a member of the Executive Committee whether on a first or on any subsequent
entry into office until after signing in the minute book of the Executive
Committee a declaration of acceptance and of willingness to act in the trusts
of the Charity.
I Determination of Membership of
Executive Committee.
A
member of the Executive Committee shall cease to hold
office if he or she:
(1) is disqualified from acting as a
member of the Executive Committee by virtue of section 45 of the Charities Act
1992 (or any statutory re-enactment or modification of that provision);
(2) becomes
incapable by reason of mental disorder, illness or injury of managing and
administering his or her own affairs;
(3) is absent without the permission
of the Executive Committee from all their meetings held within a period of six
months and the Executive Committee resolve that his or her office be vacated;
or
(4) notifies
to the Executive Committee a wish to resign (but only if at least three
members of the Executive Committee will remain in office when the notice of
resignation is to take effect).
J. Executive Committee Members not to be personally interested.
(1) No member of the Executive
Committee shall acquire any interest in property belonging to the Charity
(otherwise than as a trustee for the Charity) or receive remuneration or be
interested (otherwise than as a member of the Executive Committee) in any
contract entered into by Executive Committee.
K Meetings and proceedings of the Executive Committee.
(1) The Executive Committee shall hold at least two
ordinary meetings each year. A meeting may be called at any time the chairman
or by any two members of the Executive Committee upon not less than4 days’
notice being given to the other members of the Executive Committee of the
matters to be discussed but if the matters include an appointment of a
co-opted member then not less than 21 days’ notice must be given.
(2) The chairman shall act as chairman at meetings of the
Executive Committee. If the chairman is absent from any meeting, the members
of the Executive Committee present shall choose one of their number to be
chairman of the meeting before any other business is transacted.
(3) There shall be a quorurn
when at least one third of the number of members of the Executive Committee
for the time being or three members of the Executive Committee, whichever is
the greater, are present at a meeting.
(4) Every matter shall be determined by a majority of
votes of the members of the Executive Committee present and voting on the
question but in the case of equality of votes the chairman of the meeting
shall have a second or casting vote.
(5) The Executive Committee shall keep minutes, in books kept for the purpose,
of the proceedings at meetings of the Executive Committee and any
sub-committee.
(6) The Executive Committee may from time to time make and alter rules for the
conduct of their business, the summoning and conduct of their meetings and the
custody of documents. No rule may be made which is inconsistent with this
constitution.
(7) The Executive Committee may appoint one or more sub-committees consisting
of three or more members of the Executive Committee for the purpose of making
any inquiry or supervising or performing ay function or duty which in the
opinion of the executive Committee would be more conveniently undertaken or
carried out by a sub-committee: provided that all acts and proceedings of any
such sub-committees shall be fully and promptly reported to the Executive
Committee.
L Receipts and expenditure.
(1) The funds of the Charity, including all donations
contributions and bequests, shall be paid into an account operated by the
Executive Committee in the name of the Charity at such bank as the Executive
Committee shall from time to time decide. All cheques drawn on the account
must be signed by at least two members of the Executive Committee.
(2) The funds belonging to the Charity shall be applied only in furthering the
objects.
M Property.
(1) Subject to the provisions of sub-clause (2) of this
clause, the Executive Committee shall cause the title to:
(a) all land held by or in
trust for the charity which is not vested in the Official Custodian for
Charities; and
(b) all investments held by or on behalf of the
charity; to be vested either in a corporation entitled to act as custodian
trustee or in not less than three individuals appointed by them as holding
trustees. Holding trustees may be removed by the Executive Committee at their
pleasure and shall act in accordance with the lawful directions of the
Executive Committee. Provided they act only in accordance with the lawful
directions of the Executive Committee, the holding trustees shall not be
liable for the acts and defaults of its members.
(2) If a corporation entitled to act as custodian trustee has not been
appointed to hold the property of the charity, the Executive Committee may
permit any investments held by or in trust for the charity to be held in the
name of a clearing bank, trust corporation or any stock broking company which
is a member of the International Stock Exchange (or any subsidiary of any such
stock broking company) as nominee for the Executive Committee, and may pay
such a nominee reasonable and proper remuneration for acting as such.
N Accounts.
The Executive Committee shall comply with their obligations under the
Charities Act 1992 (or any statutory re-enactment or modification of that Act)
with regard to:
(1) the keeping of accounting records for the
Charity;
(2) the preparation of annual
statements of account for the charity;
(3) the auditing or
independent examination of the statements of account of the Charity; and
(4) the transmission of the
statements of account of the Charity to the Commissioners.
O Annual Report.
The Executive Committee shall comply with their
obligations under the Charities Act 1992 (or any statutory re-enactment or
modification of that Act) with regard to the preparation of an annual report
and its transmission to the Commissioners.
P Annual Return.
The Executive Committee shall comply with their
obligations under the Charities Act 1992 (or any statutory re-enactment or
modification of that Act) with regard to the preparation of an annual return
and its transmission to the Commissioners.
Q Annual General Meeting.
(1) There shall be an annual general meeting of the
Charity which shall be held
in the month of April in each year or as soon as practicable thereafter.
(2) Every annual general meeting shall be called by the Executive Committee.
The secretary shall give at least 21 days’ notice of the annual general
meeting to all the members of the Charity. All the members of the Charity
shall be entitled to attend and vote at the meeting.
(3) Before any other business is transacted at the first annual general
meeting the persons present shall appoint a chairman of the meeting. The
chairman shall be the chairman of subsequent annual general meetings, but if
he or she is not present, before any other business is transacted, the persons
present shall appoint a chairman of the meeting.
(4) The Executive Committee shall present to each annual general meeting the
report and accounts of the Charity for the preceding year.
(5) Nominations for election to the Executive Committee must be made by
members of the Charity in writing and must be in the hands of the secretary of
the Executive Committee at least 14 days before the annual general meeting.
Should nominations exceed vacancies, election shall be by ballot.
R Special General Meetings.
The Executive Committee may call a special general meeting of the Charity at
any time. If at least ten members request such a meeting in writing stating
the business to be considered the secretary shall call such a meeting. At
least 21 days’ notice must be given. The notice must state the business to be
discussed.
S Procedure at General Meetings.
(1) The secretary or other person specially appointed by the Executive
Committee shall keep a full record of proceedings at every general meeting of
the Charity.
(2) There shall be a quorum when at least one tenth of the number of members
of the Charity for the time being or ten members of the Charity, whichever is
the greater, are present at any general meeting.
T Notices.
Any notice required to be served on any member of the Charity shall be in
writing and shall be served by the secretary or the Executive Committee on any
member either personally or by sending it through the post in a prepaid letter
addressed to such member at his or her last known address in the United
Kingdom, and any letter so sent shall be deemed to have been received within
10 days of posting.
U Alterations to the Constitution.
(1) Subject to the following provisions of this clause the Constitution may be
altered by a resolution passed by not less than two thirds of the members
present and voting at a general meeting. The notice of the general meeting
must include notice of the resolution, setting out the terms of the alteration
proposed.
(2) No amendment may be made to clause A (the name of charity clause), clause
C (the objects clause), clause J (Executive Committee members not to be
personally interested clause), clause V (the dissolution clause) or this
clause without the prior consent in writing of the Commissioners.
(3) No amendment may be made which would have the effect of making the Charity
cease to be a charity at law.
(4) The Executive Committee should promptly send to the Commissioners a copy
of any amendment made under this clause.
V Dissolution.
If the Executive Committee decides that it is necessary or advisable to
dissolve the Charity it shall call a meeting of all members of the Charity, of
which not less than 21 days’ notice (stating the terms of the resolution to be
proposed) shall be given. If the proposal is confirmed by a two-thirds
majority of those present and voting the Executive Committee shall have power
to realise any assets held by or on behalf of the Charity. Any assets
remaining after the satisfaction of any proper debts and liabilities shall be
given or transferred to such other charitable institution or institutions
having objects similar to the objects of the Charity as the members of the
Charity may determine or failing that shall be applied for some other
charitable purpose. A copy of the statement of accounts, or account and
statement, for the final accounting period of the Charity must be sent to the
Commissioners
W Arrangements until first Annual General Meeting.
Until the first annual general meeting takes place this constitution shall
take effect as if references in it to the Executive Committee were references
to the persons whose signatures appear at the bottom of this document.
This constitution was adopted on the date mentioned above
by the persons whose signatures appear at the bottom of this document.
Signed
Graham Hall
Chairman
D Holloway
Secretary
C Tipper
Treasurer
