Constitution of Hartford Civic Society

1. NAME

The name of the charitable incorporated association shall be HARTFORD CIVIC SOCIETY. Hereinafter, referred to in this documentas “the Society”. [# Supporters of the Society are hereinafter referred to as "Members", with all the rights and obligations that membership entails].

 

2. NATIONAL LOCATION OF PRINCIPAL OFFICE

The principal office of the charitable incorporated association is in England

 

3. OBJECTS

The Society is established for the public benefit for the following purposes in the area comprising the Civil Parish of Hartford in the county of Cheshire, which area shall hereinafter be referred to as the "the area of benefit"

(i). To promote high standards of planning and architecture in or affecting the area of benefit.

(ii). To educate the public in the geography, history, natural history and architecture of the area of benefit.

(iii). To secure the preservation, protection, development and improvement of the environment and of sites and features of historic or public interest in the area of benefit.

(iv). To provide recreational facilities and/or events for the public at large or those who by reason of their youth, age, infirmity or disablement, financial hardship or social and economic circumstances, have need of, or would benefit from, such facilities and/or events.

(v). To procure the maintenance, improvement or provision of public amenities.

Nothing in this Constitution shall authorise an application of the property of the Society for the purposes which are not charitable in accordance with the Charities Act 2011 and general Regulations.

 

4. POWERS

In furtherance of the said purposes but not otherwise the Society through its Executive Committee shall have the following powers:

[1] To promote civic pride in the area of benefit.

[2] To promote research into subjects directly connected with the objects of the Society and to publish the results of any such research.

[3] To act as a coordinating body and to co-operate with the local authorities, planning committees, and all other statutory authorities, voluntary organizations, charities and persons having aims similar to those of the Society.

[4] To promote or assist in promoting activities of a charitable nature throughout the area of benefit.

[5] To publish papers, reports and other literature.

[6] To make surveys and prepare maps and plans and collect information in relation to any place, erection or building of beauty or historic interest within the area of benefit.

[7] To hold meetings, lectures and exhibitions.

[8] To educate public opinion and to give advice and information.

[9] To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise; provided that the Society shall not undertake any permanent trading activities in raising funds for its primary purpose.

[10] To acquire, by purchase, gift or otherwise, property whether subject to any special trust or not.

[11] Subject to such consents as may be required by law, to sell, let, mortgage, dispose of, or turn to account, all or any of the property or funds of the Society as shall be necessary.

[12] Subject to such consents as maybe required by law, to borrow or raise money for the purposes of the Society on such terms and on such security as the Executive Committee shall think fit, but so that the liability of individual members of the Society shall in no case extend beyond the amount of their respective annual subscriptions.

[13] To do all such other lawful things which are calculated to further the purposes of the Society or are conducive or incidental to doing so.

 

5. APPLICATION OF INCOME AND PROPERTY

[1] The income and property of the Society shall be applied solely towards the promotion of its Objects.

(a) A charity trustee of the Society is entitled to be reimbursed from the property of the Society or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Society.

(b) A charity trustee of the Society may benefit from trustee indemnity insurance cover purchased at the Society’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

[2] None of the income or property of the Society may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Society. This does not prevent a member who is not also a charity trustee receiving:

(a) A benefit from the Society as a beneficiary of the Society.

(b) Reasonable and proper remuneration for any goods or services supplied to the Society.

 

6. BENEFITS AND PAYMENTS TO CHARITY TRUSTEES AND CONNECTED PERSONS

[1] General provisions

No charity trustee or connected person may:

(a) Buy or receive any goods or services from the Society on terms preferential to those applicable to members of the public;

(b) Sell goods, services, or any remuneration from the Society;

(c) Be employed by, or receive any remuneration from, the Society;

(d) Receive any financial benefit from the Society;

Unless the payment or benefit is permitted by sub clause [2] of this clause, or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

[2] Scope and powers permitting charity trustees’ or connected persons’ benefits

(a) A charity trustee or connected person may receive a benefit from the Society as a beneficiary of the Society provided that a majority of the charity trustees do not benefit in this way. (b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Society where that is permitted in accordance with, and subject to the conditions in sections 185 to 188 of the Charities Act 2011.

(c) Subject to sub clause 3 of this clause, a charity trustee or connected person may provide the Society with goods that are not supplied in connection with services provided to the Society by the charity trustee or connected person.

(d) A charity trustee or connected person may receive interest on money lent to the Society at a reasonable and proper rate which must be nor more than the Bank of England bank rate (also known as the base rate).

(e) A charity trustee or connected person may receive rent for premises let by the charity trustee or connected person to the Society. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

(f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the Society on the same terms as members of the public.

[3] Payment for supply of goods only – controls

The Society and its charity trustees may only rely upon the authority provided by sub-clause [2] (c) of this clause if each of the following conditions is satisfied:

(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the Society and the charity trustee or connected person supplying the goods (“the supplier”).

(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

(c) The other charity trustees are satisfied that it is in the best interests of the Society to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.

(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the Society.

(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.

(f) The reason for their decision is recorded by the charity trustees in the minute book.

[4] In sub-clauses [2] and [3] of this clause:

(a) “the Society” includes any company in which the Society:

(i) holds more than 50% of the shares; or

(ii) controls more than 50% of the voting rights attached to the shares; or

(iii) has the right to appoint one or more directors to the board of the company;

(b) “connected person” includes any person within the definition set out in clause 30 (Interpretation).

 

7. CONFLICTS OF INTEREST AND CONFLICTS OF LOYALTY

A charity trustee must:

[1] Declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Society or in any transaction or arrangement entered into by the Society which has not previously been declared; and

[2] Absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the Society and any personal interest (including but not limited to any financial interest).

Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

 

8. LIABILITY OF MEMBERS TO CONTRIBUTE TO THE ASSETS OF THE SOCIETY IF IT IS WOUND UP

If the Society is wound up, the members of the Society have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

 

9. MEMBERSHIP OF THE SOCIETY

[1] Admission of New Members

(a) Eligibility: Membership of the Society is open to anyone who is interested in furthering its purposes, and who, by applying for membership has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub clause [3] of this clause. A member may be an individual (eligible for full, additional or junior membership), a corporate body, or an individual or corporate body representing an organisation which is not incorporated.

(b) Admission Procedure: The charity trustees

(i) may require applications for membership to be made in any reasonable way that they decide;

(ii) shall, if they approve an application for membership, notify the applicant of their decision within 21 days;

(iii) may refuse an application for membership if they believe that it is in the best interests of the Society for them to do so;

(iv) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and

(v) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

[2] Transfer of membership

Membership of the Society cannot be transferred to anyone else.

[3] Duty of Members

It is the duty of each member of the Society to exercise his or her powers as a member of the Society in the way he or she decides in good faith would be most likely to further the purposes of the Society.

[4] Termination of Membership

(a) Membership of the Society comes to an end if:

(i) The member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or

(ii) The member sends a notice of resignation to the charity trustees; or

(iii) Any sum of money owed by the member to the Society is not paid in full within six months of its falling

(iv) The charity trustees decide that it is in the best interests of the Society that the member in question should be removed from membership, and pass a resolution to that effect.

(b) Before the charity trustees take any decision to remove someone from membership of the Society they must:

(i) Inform the member of the reasons why it is proposed to remove him, her or it from membership;

(ii) Give the member at least 21 clear day’s notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership;

(iii) At a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;

(iv) Consider at that meeting any representations which the member makes as to why the member should not be removed; and

(v) Allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.

[5] Membership Fees

The annual subscription for membership of the Society shall be:

Full members £7.00

Additional (named) members in the household of a full member £3.00

Junior members [# under 16 years] [≠ non-voting £2.00]

Corporate or Organisation members £25.00

Or such other reasonable sum as the charity trustees shall determine from time to time, and it shall be payable on or before the 1 April each year. Membership shall lapse if the subscription is unpaid three months after it is due.

 

10. MEMBERS’ DECISIONS

[1] General provisions

Except for those decisions that must be taken in a particular way as indicated in sub-clause [4] of this clause, decisions of the members of the Society may be taken either by vote at a general or extra-ordinary meeting as provided in sub-clause [2] of this clause or by written resolution as provided in sub-clause [3] of this clause.

[2] Taking ordinary decisions by vote

Subject to sub-clause [4] of this clause, any decision of the members of the Society may be taken by means of a resolution at a general or extra-ordinary meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.

[3] Taking ordinary decisions by written resolution without a general meeting

(a) Subject to sub-clause [4] of this clause, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:

(i) A copy of the proposed resolution has been sent to all the members eligible to vote; and

(ii) A simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or in such other manner as the Society has specified.

(b) The resolution in writing may comprise several copies to which one or more members has signified their agreement.

(c) Eligibility to vote on the resolution is limited to members who are members of the Society on the date when the proposal is first circulated in accordance with paragraph (a) above.

(d) Not less than 10% of the members of the Society may request the charity trustees to make a proposal for decision by its members.

(e) The charity trustees must within 21 days of receiving such a request comply with it if:

(i) The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;

(ii) The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and

(iii) Effect can lawfully be given to the proposal if it is so agreed.

(f) Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of members.

[4] Decisions that must be taken in a particular way

(a) Any decision to remove a charity trustee must be taken in accordance with clause 15 [2]

(b) Any decision to amend this constitution must be taken in accordance with clause 28 of this constitution ‘Amendment of Constitution’.

(c) Any decision to wind up or dissolve the Society must be taken in accordance with clause 29 of this constitution ‘Voluntary winding up or dissolution’. Any decision to amalgamate or transfer the undertaking of the Society to one or more other Societies must be taken in accordance with the provisions of the Charities Act 2011.

 

11. GENERAL MEETINGS OF MEMBERS

[1] Types of general meeting

There must be an annual general meeting (AGM) of the members of the Society. The first AGM must be held within 18 months of the registration of the Society, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect charity trustees as required under clause 13.

Other general meetings of the members of the Society may be held at any time.

All general meetings must be held in accordance with the following provisions.

[2] Calling general meetings

(a) The charity trustees:

(i) must call the annual general meeting of the members of the Society in accordance with sub-clause [1] of this clause, and identify it as such in the notice of the meeting; and

(ii) may call any other general meeting of the members at any time.

(b) The charity trustees must, within 21 days, call a general meeting of the members of the Society if:

(i) they receive a request to do so from at least 10% of the members of the Society; and

(ii) the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.

(c) If, at the time of any such request, there has not been any general meeting of the members of the Society for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.

(d) Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.

(e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious

(f) Any general meeting called by the charity trustees at the request of the members of the Society must be held within 28 days from the date on which it is called.

(g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

(h) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.

(i) The Society must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the Society shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

[3] Notice of general meetings

(a) The charity trustees, or, as the case may be, the relevant members of the Society, must give at least 14 clear day’s notice of any general meeting to all of the members, and to any charity trustee of the Society who is not a member.

(b) If it is agreed by not less than 90% of all members of the Society, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (3) (a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.

(c) The notice of any general meeting must:

(i) state the time and date of the meeting:

(ii) give the address at which the meeting is to take place;

(iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and

(iv) if a proposal to alter the constitution of the Society is to be considered at the meeting, include the text of the proposed alteration;

(v) include, with the notice for the AGM, the annual statement of accounts and the charity trustees’ annual report, details of persons standing for election or re-election as charity trustee, or where allowed under clause [22] (Use of electronic communication), details of where the information may be found on the Society’s website.

(d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that it was properly addressed and delivered by hand; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

(e) The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the Society.

[4] Chairing of general meetings

The person nominated as chair by the charity trustees under clause [19](2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.

[5] Quorum at general meetings

(a) No business may be transacted at any general meeting of the members of the Society unless a quorum is present when the meeting starts.

(b) Subject to the following provisions, the quorum for general meetings shall be 5% of members. An organisation represented by a person present at the meeting in accordance with sub-clauses [7] and [8] of this clause, is counted as being present in person.

(c) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

(d) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must be notified to the Society’s members at least seven clear days before the date on which it will resume.

(e) If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.

(f) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the charity trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

[6] Voting at general meetings

(a) Any decision other than one falling within clause 10[4] ‘Decisions that must be taken in a particular way’ shall be taken by a simple majority of votes cast at the meeting, including proxy votes. Every member, [≠ with the exception of Junior Members] holding a membership category as listed in Clause 9 sub clause [1] (a), has one vote.

(b) A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person or by proxy at the meeting.

(c) A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.

(d) A poll may be taken:

(i) at the meeting at which it was demanded; or

(ii) at some other time and place specified by the chair; or

(iii) through the use of postal or electronic communications.

(e) In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.

(f) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

[7] Proxy voting

(a) Any member of the Society may appoint another person as a proxy to exercise all or any of that member’s rights to attend, speak and vote at a general meeting of the Society. Proxies must be appointed by a notice in writing (a “proxy notice”) which:

(i) states the name and address of the member appointing the proxy;

(ii) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;

(iii) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the Society may determine; and

(iv) is delivered to the Society in accordance with the constitution and any instructions contained in the notice of the general meeting to which they relate.

(b) The Society may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

(c) Proxy notices may (but do not have to) specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

(d) Unless a proxy notice indicates otherwise, it must be treated as:

(i) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and

(ii) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

(e) A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Society by or on behalf of that member.

(f) An appointment under a proxy notice may be revoked by delivering to the Society a notice in writing given by or on behalf of the member by whom or on whose behalf the proxy notice was given.

(g) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

(h) If a proxy notice is not signed or authenticated by the member appointing the proxy, it must be accompanied by written evidence that the person who signed or authenticated it on that member’s behalf had authority to do so.

[8] Representation of organisations and corporate members

An organisation or a corporate body that is a member of the Society may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the Society.

The representative is entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could exercise as an individual member of the Society.

[9] Adjournment of meetings

The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.

 

12. CHARITY TRUSTEES

[1] Functions and duties of charity trustees

The charity trustees shall manage the affairs of the Society and may for that purpose exercise all the powers of the Society. It is the duty of each charity trustee:

(a) to exercise his or her powers and to perform his or her functions as a charity trustee of the Society in the way he or she decides in good faith would be most likely to further the purposes of the Society; and

(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

(i) any special knowledge or experience that he or she has or holds himself or herself out as having; and

(ii) if he or she acts as a charity trustee of the Society in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

[2] Eligibility for charity trusteeship

(a) Every charity trustee must be a natural person.

(b) No one may be appointed as a charity trustee:

• if he or she is under the age of 16 years; or

• if he or she would automatically cease to hold office under the provisions of clause 15[1](f)].

(c) No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.

(d) At least one of the charity trustees of the Society must be 18 years of age or over. If there is no charity trustee aged at least 18 years, the remaining charity trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

[3] Number of charity trustees

(a) There must be at least three charity trustees. If the number falls below this minimum, the remaining charity trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

(b) The maximum number of charity trustees is 12. The charity trustees may not appoint any charity trustee if as a result the number of charity trustees would exceed the maximum.

(4) First charity trustees

The first charity trustees of the Society are –

Tracey Abbott. David Barr. Brian Evans. Margaret Gent. Pat Hatfield. Rita Hollens. Mike Pinchien. Rose Reynolds. John Swaffield. John Szostek. Geoff Wilde.

 

13. APPOINTMENT OF CHARITY TRUSTEES

[1] At every [subsequent] annual general meeting of the members of the Society, one-third of the charity trustees shall retire from office. If the number of charity trustees is not three or a multiple of three, then the number nearest to one-third shall retire from office, but if there is only one charity trustee, he or she shall retire;

[2] The charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any charity trustees were last appointed or reappointed on the same day those to retire shall (unless they o

[3] The vacancies so arising may be filled by the decision of the members at the annual general meeting; any vacancies not filled at the annual general meeting may be filled as provided in sub-clause [4] of this clause;

[4] The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with clause 15 ‘Retirement and removal of charity trustees’, or as an additional charity trustee, provided that the limit specified in clause 12[3] on the number of charity trustees would not as a result be exceeded;

[5] A person so appointed by the members of the Society shall retire in accordance with the provisions of sub-clauses [2] and [3] of this clause. A person so appointed by the charity trustees shall retire at the conclusion of the next annual general meeting after the date of his or her appointment, and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting.

 

14. INFORMATION FOR NEW CHARITY TRUSTEES

The charity trustees will make available to each new charity trustee, on or before his or her first appointment:

(a) a copy of this constitution and any amendments made to it; and

(b) a copy of the Society’s latest trustees’ annual report and statement of accounts.

 

15. RETIREMENT AND REMOVAL OF CHARITY TRUSTEES

[1] A charity trustee ceases to hold office if he or she:

(a) retires by notifying the Society in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);

(b) is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;

(c) dies;

(d) in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months;

(e) is removed by the members of the Society in accordance with sub-clause [2] of this clause; or

(f) is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

[2] A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause 11] and the resolution is passed by a two-thirds majority of votes cast at the meeting.

[3] A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the Society.

 

16. REAPPOINTMENT OF CHARITY TRUSTEES

Any person who retires as a charity trustee by rotation or by giving notice to the Society is eligible for reappointment.

 

17. TAKING OF DECISIONS BY CHARITY TRUSTEES

Any decision may be taken either:

(a) at a meeting of the charity trustees; or

(b) by resolution in writing or electronic form agreed by all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more charity trustees has signified their agreement.

 

18. DELEGATION BY CHARITY TRUSTEES

[1] The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.

[2] This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements -

(a) a committee may consist of two or more persons, but at least one member of each committee must be a charitable trustee;

(b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and

(c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

 

19. MEETINGS AND PROCEEDINGS OF CHARITY TRUSTEES

[1] Calling meetings

(a) Any charity trustee may call a meeting of the charity trustees.

(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.

[2] Chairing of meetings

The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.

[3] Procedure at meetings

(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is four charity trustees, or the number nearest to one third of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.

(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote.

(c) In the case of an equality of votes, the chair shall have a second or casting vote.

[4] Participation in meetings by electronic means

(a) A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.

(b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.

(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

 

20. SAVING PROVISIONS

[1] Subject to sub-clause [2] of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:

(a) who was disqualified from holding office;

(b) who had previously retired or who had been obliged by the constitution to vacate office;

(c) who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;

(d) if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

[2] Sub-clause [1] of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for clause 1, the resolution would have been void, or if the charity trustee has not complied with clause 7 ‘Conflicts of Interest’.

 

21. EXECUTION OF DOCUMENTS

[1] The Society shall execute documents either by signature or by affixing its seal (if it has one).

[2] A document is validly executed by signature if it is signed by at least two of the charity trustees.

[3] If the Society has a seal:

(a) it must comply with the provisions of the General Regulations; and

(b) it must only be used by the authority of the charity trustees or of a committee of charity trustees duly authorised by the charity trustees. The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two charity trustees.

 

22. USE OF ELECTRONIC COMMUNICATIONS

[1] General

The Society will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

(a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;

(b) any requirements to provide information to the Commission in a particular form or manner.

 

23. KEEPING OF REGISTERS

The Society must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.

 

24. MINUTES

The charity trustees must keep minutes of all:

[1] appointments of officers made by the charity trustees; specifically, chair, vice chair, secretary, treasurer;

[2] proceedings at general meetings of the Society;

[3] meetings of the charity trustees and committees of charity trustees including:

(a) the names of the charity trustees present at the meeting;

(b) the decisions made at the meetings; and

(c) where appropriate the reasons for the decisions;

[4] decisions made by the charity trustees otherwise than in meetings.

 

25. ACCOUNTING RECORDS, ACCOUNTS, ANNUAL REPORTS AND RETURNS, REGISTER MAINTENANCE

[1] The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records for small charities, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the Society, within 10 months of the financial year end.

[2] The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the Society entered on the Central Register of Charities.

 

26. RULES

The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the Society, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the Society on request.

 

27. DISPUTES

If a dispute arises between members of the Society about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

 

28. AMENDMENT OF CONSTITUTION

As provided by clauses 224-227 of the Charities Act 2011:

[1] This constitution can only be amended:

(a) by resolution agreed in writing by all members of the Society; or

(b) by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the Society.

[2] Any alteration of clause 3 ‘Objects’, clause 29 ‘Voluntary winding up or dissolution’, this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the Society or persons connected with them, requires the prior written consent of the Charity Commission.

[3] No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.

[4] A copy of any resolution altering the constitution, together with a copy of the Society’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. [# Any resolution or amendment approved at an AGM or Extra Ordinary General Meeting is immediately effective].

 

29. VOLUNTARY WINDING UP OR DISSOLUTION

[1] As provided by the Dissolution Regulations, the Society may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the Society can only be made:

(a) at a general meeting of the members of the Society called in accordance with clause 11 ‘Meetings of Members’, of which not less than 14 days’ notice has been given to those eligible to attend and vote:

(i) by a resolution passed by a 75% majority of those voting, or

(ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting, or

(b) by a resolution agreed in writing by all members of the Society.

[2] Subject to the payment of all the Society’s debts:

(a) Any resolution for the winding up of the Society, or for the dissolution of the Society without winding up, may contain a provision directing how any remaining assets of the Society shall be applied.

(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the Society shall be applied.

(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the Society.

[3] The Society must observe the requirements of the Dissolution Regulations in applying to the Commission for the Society to be removed from the Register of Charities, and in particular:

(a) the charity trustees must send with their application to the Commission:

(i) a copy of the resolution passed by the members of the Society;

(ii) a declaration by the charity trustees that any debts and other liabilities of the Society have been settled or otherwise provided for in full; and

(iii) a statement by the charity trustees setting out the way in which any property of the Society has been or is to be applied prior to its dissolution in accordance with this constitution;

(b) the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the Society, and to any charity trustee of the Society who was not privy to the application.

[4] If the Society is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

 

30. INTERPRETATION

In this constitution a “connected person” means:

(a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee;

(b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;

(c) a person carrying on business in partnership with the charity trustee or with any person falling within sub-clause (a) or (b) above;

(d) an institution which is controlled –

(i) by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or

(ii) by two or more persons falling within sub-clause (d)(i), when taken together.

(e) a body corporate in which –

(i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or

(ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.

 

Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.

 

“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.

 

“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

 

The “Communications Provisions” means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

 

“charity trustee” means a charity trustee of the Society.

 

A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.​​​​​​​​​​​​