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CONSTITUTION OF BROOMWOOD COMMUNITY ASSOCIATION
The name of the charity is the Broomwood Community Association (hereinafter called "the Association").
The objects of the Association are to:
(a) promote the benefit of the inhabitants of BROOMWOOD ESTATE and the neighbourhood together defined by BROOMWOOD ESTATE (hereinafter called "the area of benefit") without distinction of sex, sexual orientation, race or of political, religious or other opinions, by associating together the said inhabitants and the local authorities, voluntary and other organisations in a common effort to advance education and to provide facilities in the interests of social welfare for recreation and leisure-time occupation with the object of improving the conditions of life for the said inhabitants;
(b) establish, or secure the establishment of, a Community Resource Centre (hereinafter called "the Centre") and to maintain and manage the same (whether alone or in co?operation with any local authority or other person or body) in furtherance of these objects.
(c) promote such other charitable purposes as may from time to time be determined.
(d) The promotion for the public benefit of urban regeneration in the area of social and economic deprivation of Broomwood by the following means.
(e) The relief of poverty.
(f) The advancement of education, training or retraining, particularly among unemployed people and the provision of providing unemployed people with work experience.
(g) The creation of training and employment opportunities by the provision of workspace, buildings and land for use on favourable terms.
(h) The maintenance, improvement or provision of public amenities.
(i) The provision of recreational facilities for the public at large or those who by reason of their youth, age, infirmity or disablement, poverty or social and economic circumstances have need of such facilities.
(j) The provision of public health facilities and childcare.
(k) To develop the capacity and skills of the members of the socially and economically disadvantaged community of Broomwood in such a way that they are better able to identify and help meet their needs and to participate more fully in society.
The Association shall be non-party in politics and non-sectarian in religion.
In furtherance of the said objects, but not otherwise, the Association shall have power to:
(a) bring together in conference representatives of voluntary organisations, Government departments, statutory authorities and individuals;
(b) arrange and provide for, either alone or with others, the holding of exhibitions, meetings, lectures, classes, seminars or training courses, and all forms of recreational and other leisure?time activities;
(c) collect and disseminate information on all matters relating to its objects, and to exchange such information with other bodies having similar objects whether in the United Kingdom or elsewhere;
(d) write, print or publish, in whatever form, such papers, books, periodicals, pamphlets or other documents, including films and recorded material, as shall further its objects, and to issue or circulate the same whether for payment or otherwise;
(e) purchase, take on lease or in exchange, hire or otherwise lawfully acquire such property or other rights and privileges as may be necessary for the promotion of its objects, and to construct, maintain or alter the same, SUBJECT TO the provisions of Clause 18 hereof;
(f) make regulations for the proper supervision, control and management of any property which may be so acquired;
3. (g) sell, let, dispose of or turn to account all or any of its property or assets SUBJECT TO such consents as may be required by law;
(h) raise funds and invite or receive donations and contributions, whether by subscription or otherwise, PROVIDED THAT the Association shall not undertake or in any way engage in any permanent trading activities in raising funds for its charitable objects;
(i) support any charitable trusts, associations or institutions formed for all or any of the objects;
(j) receive money on deposit or loan or overdraft, in such manner as the Association may think fit, SUBJECT TO such consents or on such conditions as may be required by law;
(k) invest money not immediately required for its objects in or upon such investments, securities or property as the Association may think fit, SUBJECT NEVERTHELESS to such conditions (if any) as may for the time being be imposed by law;
(l) borrow money, and SUBJECT TO such consents as may be required by law, to charge all or any of the property of the Association with the repayment of money so borrowed.
(m) subject to clause 14 hereof, employ such persons as are necessary for the proper pursuit of the objects and make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(n) remunerate any member of the General Committee for services rendered to the Association PROVIDED THAT:
i) such member shall not be present at or take part in any discussions or decision relating to such remuneration;
ii) any decision to remunerate such member shall be taken unanimously by the other members present and voting at the meeting at which the decision is made;
iii) the other members are satisfied that the level of remuneration is reasonable and proper having regard to the services rendered by such member to the Association;
iv) the other members are satisfied that the services rendered to the Association are of special value to the Association having regard to such member's ability, qualifications, or experience and/or to the level of remuneration for which he/she has agreed to provide them;
v) the number of such members for the time being in receipt of remuneration shall not exceed a minority of the members of the General Committee.
(o) insure and arrange insurance cover and to indemnify its employees and voluntary workers from and against all such risks incurred in the course of the performance of their duties as may be thought fit.
(p) provide indemnity insurance for the members of the General Committee (or any of them) out of the funds of the Association PROVIDED THAT any such insurance shall not extend to any claim arising from any act or omission which the members of the General Committee (or any of them) knew to be a breach of duty or breach of trust or which was committed by members of the General Committee (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not.
(q) affiliate to the National Federation of Community Organisations (Community Matters) and to other organisations with similar charitable objects.
(r) do all such other lawful things as shall further the charitable objects of the Association.
(a) Membership shall be open, irrespective of sex, sexual orientation, race, nationality, or political, religious or other opinion to:
(i) individuals aged eighteen years and over:
(a) who live within the area of benefit, who shall be known as Full members;
(b) who live outside the area of benefit, who shall be known as Associate members, and who may attend as observers but who shall not have the right to vote at General Meetings of the Association, PROVIDED THAT they shall have power to elect 3 of their number to represent them and vote on their behalf at General Meetings and at meetings of the General Committee.
(ii) individuals aged under eighteen years, whether living within or outside the area of benefit, who shall be known as Junior members and who may be admitted to membership subject to such conditions as the General Committee may decide. They shall have the power to elect two of their number to represent them, without the right to vote, at meetings of the General Committee. Any Junior members may also attend General Meetings as observers but shall not have the right to vote.
(iii) associations and organisations, whether corporate or unincorporated, (and including branches of national or international organisations) which operate solely or in part within the area of benefit, are voluntary or non?profit?distributing and which wish to support the objects of the Association, which shall be known as Affiliated Groups;
(iv) the Statutory Authorities in whose administrative area the area of benefit lies.
(b) Each member organisation as set out in Clause 4 (a) (iii) and (iv) above and each Section established in accordance with Clause 6 below shall appoint one individual person being a member thereof to represent it and vote on its behalf at meetings of the General Committee and at General Meetings of the Association; and may appoint an alternate being a member thereof to replace its appointed representative as an observer at such meetings if the appointed representative is unable to attend. In the event of such individual person resigning or leaving a member organisation or Section he or she shall forthwith cease to be a representative thereof. The member organisation concerned shall have the right to appoint a new representative, informing the Secretary in writing.
(c) Individual members admitted under Clause 4 (a) (i) (a) or elected as voting representatives under Clause 4 (a) (i) (b), and representatives appointed under Clause 4 (b) above shall hereafter be referred to as `members with power to vote'.
All individual members and Affiliated Groups shall pay such subscriptions as the General Committee may from time to time determine.
Sections shall be such groups of individual members as may, with the permission of the General Committee, be formed within the Association for the furtherance of common activities. The General Committee shall determine the terms of reference and functions of each such Section and the duration of its activities.
7. RESIGNATION AND TERMINATION OF MEMBERSHIP
(a) Any member of the Association may resign his/her membership and any representative of a member organisation or Section may resign such position, by giving to the Secretary of the Association written notice to that effect.
(b) The General Committee may, by resolution passed at a meeting thereof, terminate or suspend the membership of any member, if in its opinion, his/her conduct is prejudicial to the interests and objects of the Association, PROVIDED THAT the individual member or representative of the member organisation (as the case may be) shall have the right to be heard by the General Committee before the final decision is made. There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.
8. GENERAL MEETINGS OF THE ASSOCIATION
(a) Annual General Meetings:
Once in each calendar year, an Annual General Meeting of the Association shall be held at such time and place as the General Committee shall determine, being not more than fifteen months after the adoption of this constitution and thereafter the holding of the preceding Annual General Meeting. At least 21 clear days' notice shall be posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit.
The business of each Annual General Meeting shall be:
(i) to receive the Annual Report of the General Committee, which shall incorporate the accounts of the Association referred to below, and give an account of the work of the Association and its activities during the preceding year;
(ii) to receive the accounts of the Association for the preceding financial year;
(iii) to elect the Honorary Officers of the Association in accordance with Clause 9 hereof;
(iv) to note the names of the persons appointed/elected to serve as members of the General Committee under clause 10 (a) (ii) - (iv) hereof;
(v) to elect representatives of Full members to serve on the General Committee, in accordance with Clause 10 (a) (v) hereof;
(vi) to appoint one or more qualified auditors or independent examiners for the coming year to audit or examine the accounts of the Association in accordance with the Charities Act 1993 (or any statutory modification or re-enactment of that Act);
(vii) to consider and vote on any proposals to alter this constitution in accordance with Clause 23 hereof;
(viii) to consider any other business of which due notice has to be given;
(b) Special General Meetings:
The Chair of the General Committee may at any time at his/her discretion and the Secretary shall within 21 days of receiving a written request so to do signed by not less than 10 members with power to vote and giving reasons for the request, call a Special General Meeting of the Association to consider the business specified on the notice of meeting and for no other purpose. At least 14 clear days' notice shall be posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit.
9. HONORARY OFFICERS
(a) Only members of the Association aged eighteen years and over shall be eligible to serve as Honorary Officers.
(b) The members with power to vote present at the Annual General Meeting shall elect the Treasurer and Secretary of the Association and such other Honorary Officers as the Association may from time to time decide who shall serve in their respective capacities as Honorary Officers of the General Committee and of any Executive Committee which may be established in accordance with Clause 11 hereof. Such Honorary Officers may be appointed as members of any sub-committee established in accordance with Clause 12 hereof.
(c) At its first meeting after the Annual General Meeting the General Committee shall elect from among its members a Chair and Vice-Chair who shall serve in their respective capacities as Honorary Officers of any Executive Committee which may be established in accordance with Clause 11 hereof. Such Honorary Officers may be appointed as members of any sub-committee established in accordance with Clause 12 hereof.
(d) An Honorary Officer shall cease to hold office if he/she notifies the Secretary of the Association in writing of his/her resignation.
(e) If a vacancy occurs by death, resignation or disqualification among the Honorary Officers of the Association or of the General Committee, the General Committee shall have the power to fill it from among its members.
(f) Subject to sub-clause (d) of this clause, all Honorary Officers shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for re-election.
10. THE GENERAL COMMITTEE
Subject to the provisions of Clause 8 hereof the policy and general management of the affairs of the Association shall be directed by a General Committee which shall meet not less than SIX times a year. As the charity trustees, the General Committee shall have power to enter into contracts for the purposes of the Association on behalf of all members and may exercise on behalf of the Association any or all of the powers enumerated in Clause 3 hereof.
10. (a) The General Committee shall consist of:
(i) the Honorary Officers elected under Clause 9 hereof;
(ii) one representative appointed by each Affiliated Group and Statutory Authority in accordance with Clause 4 (b) hereof;
(iii) one representative appointed in accordance with clause 4 (b) hereof by each Section established in accordance with Clause 6 hereof;
(iv) Two representatives of Associate members elected in accordance with Clause 4 (a) (i) (b) hereof;
(v) up to 25 representatives of Full members or such larger number as shall be equal to the number of General Committee members appointed in accordance with sub?clause (a) (ii) and (iii) of this clause to be elected by the Full members present at the Annual General Meeting;
(vi) persons co-opted individually by the General Committee who shall serve on the General Committee until the conclusion of the next Annual General Meeting; PROVIDED THAT the number of co?opted members shall not exceed one quarter of the total number of members elected and appointed to the General Committee in accordance with the provisions of this sub?clause and enumerated above.
(b) All members of the General Committee shall retire from office together at the conclusion of the Annual General Meeting next after the date on which they came into office but they may be re-elected or re-appointed.
(c) If casual vacancies occur among the elected members of the General Committee it shall have power to fill these from among the members of the Association.
(d) The proceedings of the General Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
(e) A member of the General Committee shall cease to hold office if he or she -
(i) is disqualified from holding such office by virtue of section 72 of the Charities Act 1993 (or any statutory modification or re-enactment of that provision), or
(ii) becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs, or
(iii) is absent without the permission of the General Committee from all its meetings held within a period of six months and the General Committee resolves that he/she shall cease to hold office, or
(iv) notifies the General Committee in writing of his or her resignation (PROVIDED THAT at least three members of the General Committee will remain in office when the notice of resignation is to take effect).
The provisions of paragraphs (i) and (ii) of this sub-clause also apply to any individual holding trustee who may be appointed in accordance with Clause 18 (a) below, and of paragraphs (iii) and (iv) of this sub-clause mutatis mutandis to any member of any Executive Committee which may be established in accordance with Clause 11 below.
(f) Each member of the General Committee shall upon election or appointment to the committee receive a copy of the Association's constitution. No person shall be entitled to act as a member of the General Committee, following election or re-election or appointment or re-appointment, until they have signed in the minute book of the General Committee a declaration of acceptance and willingness to act as a managing charity trustee of the Association.
(g) No persons under the age of eighteen shall be members of the General Committee or of any Executive Committee which may be established in accordance with Clause II hereof but such persons may be invited to attend meetings of such committees as observers without the right to vote.
11. EXECUTIVE COMMITTEE
(a) The General Committee may establish until the next following Annual General Meeting an Executive Committee to which it may delegate the conduct, in accordance with the general policy of the General Committee, of such of the day-to-day affairs of the Association as the General Committee shall decide. The Executive Committee shall meet not less than six times a year and shall consist of:
(i) the Honorary Officers elected under Clauses 8 (a) (iii) and 9 hereof;
(ii) up to ....6 . members elected by and from the members of the General Committee;
(iii) up to ....5.. further persons who may be co-opted by resolution of the Executive Committee PROVIDED THAT the number of co-opted members shall not exceed one third of the membership of the Executive Committee;
(b) The General Committee may make such regulations and impose such terms and conditions and give such mandates to the Executive Committee as it may from time to time think fit;
(c) Every delegation under this clause shall be revocable by the General Committee at any time;
(d) The deliberations of the Executive Committee shall be reported regularly to the General Committee and any resolution passed or decision taken by the Executive Committee shall be reported promptly to the General Committee;
(e) A member of the Executive Committee shall cease to hold office in accordance with the provisions of Clause 10 (e) above.
The General Committee may appoint one or more sub-committees for supervising or performing any activity or service.
In each such case:-
(a) the General Committee shall define the terms of reference of the sub-committee and may also determine its composition and the duration of its activities;
(b) all acts and proceedings of the sub-committee shall be reported as soon as possible to the General Committee and/or to any Executive Committee it may have established in accordance with Clause 11 hereof.
13. GENERAL AND EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
Except as provided for in sub-clauses 3 (n) and 3 (p):
(a) no member of the General Committee (otherwise than as a trustee for the Association) or of the Executive Committee shall acquire any interest in property belonging to the Association;
(b) no member of the General Committee (otherwise than as a member of the General Committee) shall be interested in any contract entered into by the General Committee;
(c) no member of the General Committee and no member of the Executive Committee shall receive remuneration.
14. PAID EMPLOYEES
(a) The General Committee shall have the sole right in exercise of the power conferred by clause 3 (m) hereof of appointing, dismissing, and determining the terms and conditions of service of all employees of the Association.
(b) An employee of the Association shall not be eligible to be a member of the General Committee, the Executive Committee, any section committee or any sub-committee of the Association, but may be invited to attend such committees as a non?voting adviser.
15. RULES OF PROCEDURE AT ALL MEETINGS
Subject to the provisions of Clause 23, any question arising at a meeting of the Association or one of its committees shall be decided by a simple majority of those present and voting. No member shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the Chair shall have a second or casting vote.
(i) Committee Meetings: Three members with power to vote shall form a quorum at meetings of the General Committee and all other committees and sub-committees of the Association.
(ii) General Meetings: twenty five members with power to vote or one third of the members with power to vote, whichever is the less, shall form a quorum at General Meetings of the Association.
In the event that no quorum is present at an Annual General Meeting of the Association, or the meeting has to be abandoned the meeting shall stand adjourned and be reconvened 14 days later, and those members with power to vote present at that meeting shall be deemed to form a quorum.
Minute books shall be kept by the Association and all its committees and the respective secretary shall enter therein a record of all proceedings and resolutions.
16. STANDING ORDERS AND RULES FOR THE USE OF THE CENTRE
The General Committee shall have power to adopt and issue Standing Orders for the conduct of Association business and/or Rules for the use of the Centre. Such Standing Orders and Rules shall come into operation immediately, provided always that they shall be subject to review by the Association in General Meeting and that they shall be consistent with the provisions of this constitution.
(a) All money raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose, PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment of reasonable out?of?pocket expenses incurred on behalf of the Association by employees and volunteers.
(b) An account shall be opened in the name of the Association with the. Sale branch of the .HSBC or with such other financial institution as the General Committee may from time to time decide. The General Committee shall authorise in writing the Treasurer, the Secretary of the Association and two members of the General Committee to sign cheques on behalf of the Association. All cheques must be signed by not less than two of the four authorised signatories.
(c) The Association's financial year shall be from 1st April to 31st March
18. TRUST PROPERTY
(a) Land and Buildings
Subject to the provisions of sub-clause (b) of this clause, the General Committee shall cause the title to all land (which is not vested in the Official Custodian for Charities) and all investments held by or in trust for the Association to be vested either in a corporation entitled to act as custodian trustee or in not less than three nor more than four named individuals (not being members of the General Committee) appointed by the General Committee as holding trustees. Holding trustees shall act in accordance with the lawful directions of the General Committee. PROVIDED THAT they act only in accordance with such lawful directions, holding trustees shall not be liable for the acts and defaults of members of the General Committee. Holding trustees may be removed by the General Committee at its pleasure and shall otherwise cease to hold office in accordance with the provisions of Clause 10 (e) above.
If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Association, the General Committee may permit any investments held by or in trust for the Association to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the General Committee and may pay such nominee reasonable and proper remuneration for acting as such.
The General Committee shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to:
(a) the keeping of accounting records for the Association;
(b) the preparation of annual statements of the accounts for the Association;
(c) the auditing or independent examination of the statements of account of the Association;
(d) the transmission of the statements of account to the Charity Commission for England and Wales.
20. ANNUAL REPORT AND ANNUAL RETURN
The General Committee shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to the preparation of an annual report and an annual return and their transmission to the Charity Commissioners for England and Wales.
In the execution of the trusts hereof no member of the General Committee shall be liable:
i) for any loss to the property of the Association by reason of any improper investment made in good faith (so long as he/she shall have sought professional advice before making such investment); or
ii) for the negligence or fraud of any agent employed by him/her or by any other member of the General Committee in good faith (provided reasonable supervision shall have been exercised);
and no member of the General Committee or the Executive Committee shall be liable by reason of any mistake or omission made in good faith by any member of the General Committee or the Executive Committee other than wilful and individual fraud, wrongdoing or wrongful omission on the part of the member who is sought to be made liable.
If the General Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association it shall call a meeting of all members with power to vote and of the inhabitants of the area of benefit of the age of eighteen years and upwards of which meeting not less than 21 days' clear notice (stating the terms of the resolution to be proposed thereat) shall be posted in a conspicuous place or places in the area of benefit and advertised in a newspaper circulating in the area of benefit and given in writing to the Charity Commissioners for England and Wales and the National Director of the National Federation of Community Organisations (Community Matters). If such decision shall be confirmed by a simple majority of those present and voting at such meeting the General Committee shall have power to dispose of any assets held by or in the name of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards such
charitable purposes for the benefit of the inhabitants of the area of benefit as the General Committee shall decide subject to the prior approval in writing of the Charity Commissioners for England and Wales, or other authority having charitable jurisdiction.
23. ALTERATIONS TO THE CONSTITUTION
Any proposal to alter this constitution must be delivered in writing to the Secretary of the Association not less than 28 days before the date of the meeting at which it is first to be considered. Any alteration will require the approval of both:
(a) a simple majority of members of the General Committee present and voting at a General Committee meeting;
(b) a two?thirds majority of members with power to vote present and voting at a General Meeting.
At least 14 clear days' notice shall be posted in a conspicuous place in the area of benefit and advertised in a newspaper circulating in the area of benefit, stating the wording of the proposed alteration.
No alteration shall be made to this constitution which would cause the Association to cease to be a charity at law. No alteration to Clause 2 (Objects), Clause 13 (Personal Interests), Clause 22 (Dissolution) or to this Clause shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained.
FOR EXISTING ASSOCIATIONS WISHING TO ADOPT THIS MODEL IN PLACE OF THEIR CURRENT CONSTITUTION
This Constitution was adopted on . . .1st July 2002. . . . . , at a General Meeting of the Association held on . . . . . . . . . 1st July 2002. . . ., having been approved at a General Committee meeting held on . . .1st July. 2002. . . .
FOR NEW ASSOCIATIONS
24. 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 General Committee were references to the persons whose names appear below.
This Constitution was adopted as the Constitution of the BROOMWOOD Community Association at a public meeting at . . . . . . on . . . . . . . . . . . . . 19. . . . at which the following people were elected as members of an Interim Committee to serve as charity trustees until the first Annual General Meeting.
NOTES to Page 1
CLAUSE 1: The name should distinguish the Association from others - e.g. there could be a "Greenfields" area in a dozen different towns, so if you live in Borster it may be a good idea to call your Association "The Borster Greenfields Community Association" or "The Greenfields (Borster) Community Association".
CLAUSE 2 (a): State the area served, and if necessary define it by means of locally known boundaries, such as roads, rivers and railways using the second space. If you do not feel such a definition is necessary, you can leave out the words `together defined by ......'.
CLAUSE 2 (b): may be omitted if your Association is sure it will not wish to acquire a community centre.
CLAUSE 2 (c): This enables the Association to promote charitable purposes other than those covered specifically by CLAUSES 2 (a) and (b), including for instance activities promoting the relief of poverty. It also means that, by using the power given by 3 (i), the Association can give support to other charitable organisations, whose purposes extend beyond the main purposes of the Association as set out in CLAUSES 2 (a) and (b).
CLAUSE 3 (e), (f) and (g): if your organisation is sure it will not wish to acquire land or buildings, these three sub-clauses are also unnecessary.
NOTES to Page 2
CLAUSE 3 (n): This sub-clause empowers the Association to decide to pay particular members of the General Committee for specified services to the Association, within carefully laid down criteria and procedures. Examples of the circumstances in which the General Committee might wish to use this power are:
* to pay a General Committee member to make curtains for the Centre
* to pay a General Committee member who agrees to undertake cleaning work during an employee's absence
* to pay General Committee members to undertake occasional caretaking duties
* to pay the Treasurer or another Committee member for occasional skilled work on the accounts for which otherwise the services of a paid professional would have to be obtained.
It should be noted that, if such payment is such that the General Committee member becomes an employee, they are prohibited from remaining a General Committee member by Clause 14 (b).
It should also be noted that this sub-clause does not empower the Association to pay General Committee members for their services as members of the Committee.
CLAUSE 3 (p): This clause empowers the charity to pay for insurance cover for its trustees against personal liability for acts either properly undertaken in the administration of the charity or undertaken in breach of trust but under an honest mistake. The Charity Commissioners strongly recommend trustees to satisfy themselves that the degree of risk of liability justifies the expenditure on the insurance premium.
NOTES to Page 3
CLAUSE 4 (a) (i) (b): if you wish the Associate members to have some voice in the affairs of the Association, insert "one" or "two" in the blank space in this sub-clause, and in sub-clause 10 (a) (iv). If you do not want them to have any voting representation, delete the words from and including "PROVIDED THAT .... General Committee." and also the whole of sub-clause 10 (a) (iv).
CLAUSE 4 (b): It should be noted that only the representatives appointed under this sub-clause have voting rights and are charity trustees of the Association; the alternates only attend General Meetings and General Committee meetings as non-voting observers.
NOTES to Page 4
CLAUSE 6: the entire Clause should be omitted if your Association would prefer to organise its activities by means of sub-committees. If you do, you should also omit Clause 10 (a) (iii). (You can of course retain the Clause and use both methods.)
CLAUSE 8 (a): It is recommended that, in Standing Orders issued in accordance with Clause 16, a month is specified in which the AGM will normally be held, rather than specifying it in the Constitution itself.
CLAUSE 8 (a) (iv): the reason for this is to obviate such members of the General Committee being elected to represent Full members on the committee.
CLAUSES 8 (a) (vi), 19 and 20 : The relevant provisions contained in Part VI of the Charities Act 1993 are expected to be brought into force at the end of 1995, or soon thereafter. In the meantime, these clauses, which are mere reminders to comply with the statutory provisions, cannot be complied with, and the provisions which should be complied with pending implementation of Part VI are sections 8 and 32 of the Charities Act 1960.
NOTES to Page 5
CLAUSE 8 (b): except in the case of very small associations, `20' is a reasonable figure to insert in the third line.
CLAUSE 9 (a): this permits Associate members to be elected as Honorary Officers, but 9 (b) confines the voting to members with power to vote, as defined in 4 (c).
CLAUSE 9 (b): gives the Association an option to appoint additional Honorary Officers such as a President to officiate at General Meetings and major functions of the Association. If neither a President nor a Chair is elected, the persons present will need to elect someone to chair each General Meeting before any business is transacted.
If an Association prefers that the Annual General Meeting should elect the Chair and Vice-Chair of the Association it should insert the words "Chair, Vice-Chair," on the second line before "Treasurer and Secretary". In addition, the whole of Clause 9(c) should be deleted.
CLAUSE 9 (b) and 9(c): If you are sure that your Association will not need to have an Executive Committee in addition to the General Committee, which is ultimately responsible for the management of the Association, delete the phrase "and of any Executive Committee which may be established in accordance with Clause 11 hereof" at the end of the first sentence of Clause 9 (b) and the phrase "who shall serve .... with Clause 11 hereof." at the end of the first sentence of Clause 9 (c).
CLAUSE 9 (e): If Clause 9(c) has been deleted the words "or the General Committee" should be deleted from this Clause.
CLAUSE 10: Charity Law says that `charity trustees' are "the people responsible under the charity's governing document for controlling the management and administration of the charity". Under this constitution, all members of the General Committee are therefore charity trustees. The charity trustees are sometimes called `managing trustees' to distinguish them from `holding' or `custodian trustees', whose function is simply to hold the legal title to the charity's property or investment.
Specify the minimum number of meetings to be held each year - it should not be less than four, even if you intend to appoint an Executive Committee under Clause 11, as the General Committee has to approve actions and recommendations from the Executive Committee. If you do not intend to have an Executive Committee, you may wish to insert a greater number than four, but you can always hold more meetings than the minimum required by the constitution.
NOTES to Page 6
CLAUSE 10 (a) (iii): if you have omitted Clause 6, delete this sub-clause too.
CLAUSE 10 (a) (iv): check back to Clause 4 (a) (i) (b). If you have worded it to permit representation of Associate members on the General Committee, insert the appropriate number in the space provided; otherwise delete the whole sub-clause.
CLAUSE 10 (a) (v): insert the number of representatives you think desirable until such time as the Association includes a number of Sections and/or affiliated groups, when the sub-clause allows for the number to be increased. Note that if you have already deleted 10 (a) (iii), you should also delete "and (iii)" from the third line of this sub-clause.
Alternatively if you think this too complicated, replace 10 (a) (v) with "up to . . . . . representatives of Full members, to be elected by the Full members present at the Annual General Meeting;"
CLAUSE 10 (e): the Charities Act 1993 lists disqualifications as:
i) an unspent conviction for an offence involving dishonesty or deception;
ii) an undischarged bankruptcy;
iii) an undischarged composition or arrangement with creditors;
iv) the removal of the person concerned from his/her office as a charity trustee by the Charity Commission or the High Court;
v) he/she is subject to a disqualification order under the Company Directors' Disqualification Act 1986.
Further clarification of i) above can be obtained from Community Matters Information Sheet 51: Disqualified or Not? - a guide to the law on disqualification of trustees.
It should be noted in this connection that the Charity Commission is empowered, on application, to waive some of these disqualifications in the case of particular trustees.
NOTES to Page 7
Mutatis mutandis means that, where this clause applies to members of the Executive Committee, the words 'Executive Committee' should be substituted for 'General Committee' throughout paragraphs (iii) and (iv) of this sub-clause.
CLAUSE 10 (f): It is recommended that all members of the General Committee are also given a copy of the Charity Commission's leaflet CC3(a), which summarises the responsibilities of charity trustees.
CLAUSE 11: If you are sure that your Association will not need an Executive Committee, this Clause and the references in Clause 10 (e) to any Executive Committee can be omitted. If this Clause is retained, any Executive Committee the General Committee appoints is a sub-committee responsible to the General Committee. Whilst the General Committee may delegate business to it, it cannot delegate its (the General Committee's) responsibilities as charity trustees.
If you decide to retain the Clause, remember to fill in appropriate figures in the spaces provided. The Executive Committee will probably need to meet at least as often as the General Committee to which it reports.
NOTES to Page 8
CLAUSE 12: It is perfectly permissible, and indeed to be encouraged, for the General Committee to appoint a sub-committee of young people under 18, or to appoint young people as voting members of other sub-committees, so as to ensure their views can be expressed to the General Committee.
CLAUSE 12. (b): if you have decided not to have an Executive Committee, delete "and/or to any Executive Committee it may have established" from the text.
CLAUSE 14 (b): note that this does not prevent employees becoming members of the Association and taking part in its activities (in their own time, of course!).
NOTES to Page 9
CLAUSE 16: if your Association will not have a community centre, you can delete from this Clause:
"and rules for the use of the Centre" from the title;
"and/or Rules for the use of the Centre" from line 2; and
"and Rules" from line 2.
CLAUSE 17 (b): here insert the name of the Association's first depository (i.e. bank or building society). Suitable mandate forms (for "an unincorporated association") to record the decision to appoint bankers and authorise signatories may be obtained from all major financial institutions.
CLAUSE 18: the whole Clause can be omitted if you are sure that you do not intend to acquire land and buildings, or hold any investments.
NOTES to Page 10
CLAUSES 19 and 20: See the note to CLAUSE 8 (a) (vi).
NOTES to Page 11
This declaration of the adoption of the constitution should be completed, and the Chair and Secretary of the meeting should sign several copies. These will be required for various purposes, such as registration as a charity, joining Community Matters, applying for grants, etc., and at least one signed copy must be lodged in a safe place ? such as with the Association's bankers or solicitors. In the phrase "pursuant to Clause ....of the Constitution adopted on................19....," insert the number of the alterations clause and the original date of adoption of your previous constitution (if known). The dates of the meetings are those at which the decisions were made to adopt the new constitution.
NOTES to Page 12
This declaration of the adoption of the constitution should be completed, and the Chair and Secretary of the meeting should sign several copies. These will be required for various purposes, such as registration as a charity, joining Community Matters, applying for grants, etc., and at least one signed copy must be lodged in a safe place ? such as with the Association's bankers or solicitors.
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