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.
