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1) Name.
a) The name of the Association is Friends of
Stockers Lake
b) Friends of Stockers Lake is referred to as
the "the Charity" in this constitution.
c) The person recognised by the owners of Stockers
Lake as responsible for day-to-day management of the Local Nature
Reserve at Stockers Lake is referred to as "the warden" in this
constitution.
2) Administration.
a) Subject to the matters set out below the Charity
and its property shall be administered and managed in accordance
with this constitution by the members of the Executive Committee,
constituted by clause (8) of this constitution ("the Executive
Committee").
3) Objects
a) The Charity's object is to conserve and preserve
the natural environment and wildlife of Stockers Lake as a Local
Nature Reserve for the benefit of the public.
Powers.
a) In furtherance of the object but not otherwise,
the Executive Committee may exercise the following:
i) powers to raise funds and
to invite and receive subscriptions from anyone or organisation
eligible for membership and contributions from any other source
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) powers to buy, take on
lease or in exchange any property or goods or services necessary
for the achievement of the objects and to maintain and equip them
as may be necessary for use having due regard to obtaining value
for money;
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 and to invest in a prudent way any
of the charity's money not immediately required;
iv) power subject to any consents
required by law to borrow money and to charge all or any part
of the property of the Charity with repayment of the money so
borrowed; v) power to employ such staff (who shall not be members
of the Executive Committee) as are necessary for the proper pursuit
of the objects and to make all reasonable and necessary provision
for the payment of pensions and superannuation for staff and their
dependants;
vi) 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 make donations, take out subscriptions and exchange information
and advice with them;
vii) power to establish or
support any charitable trusts, associations or institutions formed
for all or any of the objects;
viii) power to appoint and
constitute such advisory committees as the Executive Committee
may think fit;
ix) power to promote and carry
out research, surveys and investigations, collect and disseminate
information and publish any useful results;
x) power to cause papers, books,
periodicals, pamphlets or other documents, films or recordings
using any appropriate media to be produced and circulated;
xi) power to help and extend
the scope of the work of the warden by undertaking work at Stockers
Lake under the direction of the owners or the warden;
xii) power to take measures
that foster public support for and appreciation of the special
character of Stockers Lake as a Local Nature Reserve;
xiii) power to arrange or join
in exhibitions, meetings, conferences, lectures, classes, seminars,
tours and training courses;
xiv) power to do all such other
lawful things as are necessary for the achievement of the objects.
5) Membership.
a) Membership of the Charity shall be open to:
i) individuals who are interested
in furthering the work of the Charity and who have paid any annual
subscription laid down from time to time by the Executive Committee,
and
ii) any body corporate or unincorporated
association that is interested in furthering the Charity's work
and has paid any annual subscription laid down from time to time
by the Executive Committee (any such body being called in this
constitution a "member organisation").
b) Every member over the age of 18 years shall
have one vote.
c) Each member organisation may appoint an individual
to represent it and to vote on its behalf at meetings of the Charity;
and may appoint an alternate to replace its appointed representative
at any meeting of the Charity if the appointed representative
is unable to attend.
d) Each member organisation shall notify the
name of the representative appointed by it and of any alternate
to the secretary. If the representative or alternate resigns from
or otherwise leaves the member organisation, he or she shall forthwith
cease to be the representative of the member organisation.
e) Other observers from member organisations
may also attend meetings but may not vote.
f) The executive committee shall:
i) approve or reject applications
for membership;
ii) where there is good reason,
terminate the membership of any individual or member organisation
provided that the individual or the appointed representative of
the member organisation concerned (as the case may be) shall have
the right to be heard by the Executive Committee, accompanied
by a friend, before a final decision is made;
iii) conferred upon or withdrawn
honorary membership from individuals at their discretion. Honorary
members are not entitled to vote. The warden will normally be
made an honorary member of the Charity.
g) The number in membership of the Charity shall
be determined by reference to the list of members marked as paid
in the Charity's cashbook as at the previous 31 December.
6) Nominations.
a) Only members of the Charity, whether individuals
or organisations, are eligible to serve as honorary officers or
elected members of the Executive Committee.
b) Nominations for honorary officers or members
of the Executive Committee may only come from members of the Charity.
Nominations must be in writing and in the hands of the honorary
secretary at least seven days before the annual general meeting.
Should nominations exceed vacancies, the Executive Committee shall
arrange election by ballot (see also clause 17)d).
7) Honorary
Officers.
a) At the annual general meeting of the Charity
the members shall elect from amongst themselves a chair, a secretary
and a treasurer, who shall hold office from the conclusion of
that meeting.
8) Executive
Committee.
a) The Executive Committee shall consist of not
less than five members nor more than nine members being:
i) the honorary officers specified
in the preceding clause;
ii) not less than two and not
more than six members elected at the annual general meeting who
shall hold office from the conclusion of that meeting.
b) The Executive Committee may in addition appoint
not more than three 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
11)a) 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. Co-opted members of the Executive Committee
are entitled to vote.
c) The Executive Committee may fill vacancies
that may arise during the year from among the members of the Charity.
d) 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.
e) 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.
f) 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.
g) 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.
h) It shall be normal practice to invite the
warden to attend all meetings of the executive committee in an
advisory, non-voting capacity.
9) Determination
of Membership of Executive Committee.
a) A member of the Executive Committee shall
cease to hold office if he or she:
i) is disqualified from acting
as a member of the Executive Committee by virtue of section 72
of the Charities Act 1993 (or any statutory re-enactment or modification
of that provision);
ii) becomes incapable by reason
of mental disorder, illness or injury of managing and administering
his or her own affairs;
iii) 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
iv) 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).
10) Executive
Committee Members not to be personally interested.
a) 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 the Executive Committee.
11) Meetings
and proceedings of the Executive Committee.
a) The Executive Committee shall hold at least
four ordinary meetings each year. A special meeting may be called
at any time by the chair or by any two members of the Executive
Committee upon not less than 4 days' notice being given to the
other members of the Executive Committee of the matters to be
discussed. However if the matters for discussion at such a meeting
include an appointment of a co-opted member then not less than
21 days' notice must be given.
b) The chair shall act as chair at meetings of
the Executive Committee. If the chair is absent from any meeting,
the members of the Executive Committee present shall choose one
of their number to be chair of the meeting before any other business
is transacted.
c) There shall be a quorum 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.
d) 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
chair of the meeting shall have a second or casting vote.
e) The Executive Committee shall keep minutes,
in books kept for the purpose, of the proceedings at meetings
of the Executive Committee and any subcommittee.
f) 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.
g) The Executive Committee has power to adopt
and issue standing orders and/or rules for the Charity that are
consistent with this constitution. Such rules or standing orders
shall have immediate effect but shall be presented to the next
available meeting of the Charity for consideration and may be
adopted, modified or rejected.
h) The Executive Committee shall keep the number
of paid up members under review and must take action including
consideration of the size of the quorums set out in this constitution
if the number of paid up members falls below 300.
i) Only the Executive Committee may appoint one
or more special, standing or sub-committees and shall determine
their terms of reference, powers, duration and composition save
that the composition must be of three or more members of the Executive
Committee and the minimum quorum shall be three. Such committees
will be for the purpose of making any inquiry or supervising or
performing any function or duty that in the opinion of the Executive
Committee would be more conveniently undertaken or carried out
by such a committee. All acts and proceedings of any such committee
shall be fully and promptly reported to the Executive Committee.
12) Receipts
and Expenditure.
a) 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 or building society, as the Executive Committee shall from
time to time decide.
b) The Executive Committee shall authorise in
writing the treasurer and up to three other members of the Executive
Committee (not related to the treasurer) to sign cheques on behalf
of the Charity. The treasurer and at least one of the other three
authorised signatories must sign cheques.
c) The funds belonging to the Charity shall be
applied only in furthering the objects of the Charity.
13) Accounts.
a) The Executive Committee shall comply with
their obligations under the Charities Act 1993 (or any statutory
re-enactment or modification of that Act) with regard to:
i) the keeping of accounting
records for the Charity;
ii) the preparation of annual
statements of account for the charity;
iii) the auditing or independent
examination of the statements of account of the Charity; and
iv) the transmission of the
statements of account of the Charity to the Commission.
b) The financial year of the Charity shall be
the calendar year.
c) The honorary treasurer shall keep proper accounts
of the finances of the Charity.
d) The Executive Committee shall determine the
remuneration (if any) of the Charity's appointed auditor(s).
e) The accounts shall be audited at least annually
by the auditor or auditors appointed by the most recent annual
general meeting.
f) The annual audit must be completed and presented
to the honorary treasurer by 28 February every year.
g) The executive committee shall submit an audited
statement of the accounts for the last financial year to each
annual general meeting of the Charity.
h) Investments shall be made in the name of the
Charity.
14) Property.
a) Subject to the provisions of sub-clause (2)
of this clause, the Executive Committee shall cause the title
to:
i) all land held by or in trust
for the charity which is not vested in the Official Custodian
for Charities; and
ii) 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.
b) 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 stockbroking company which is a
member of the International Stock Exchange (or any subsidiary
of any such stockbroking company) as nominee for the Executive
Committee, and may pay such a nominee reasonable and proper remuneration
for acting as such.
15) Annual
Report.
a) The Executive Committee shall comply with
their obligations under the Charities Act 1993 (or any statutory
re-enactment or modification of that Act) with regard to the preparation
of an annual report and its transmission to the Commission.
16) Annual
Return.
a) The Executive Committee shall comply with
their obligations under the Charities Act 1993 (or any statutory
re-enactment or modification of that Act) with regard to the preparation
of an annual return and its transmission to the Commission.
17) General
and Annual General Meetings.
a) There shall be an annual general meeting of
the Charity held in the month of March in each year or as soon
as practicable thereafter at such time and place as determined
by the Executive Committee
b) The Executive Committee shall call every general
and annual general meeting. The secretary shall give at least
21 days' notice of the general and annual general meeting to all
the members of the Charity. The notice shall set out the nature
of the business to be conducted and the date, time and place of
the meeting. All the members of the Charity shall be entitled
to attend and vote at the meeting.
c) Before any other business is transacted at
the first annual general meeting of the Charity, the people present
shall appoint a chair of the meeting. The chair shall be the chair
of subsequent annual general meetings, but if he or she is not
present, before any other business is transacted, the people present
shall appoint a chair of the meeting. The chair appointed by the
most recent annual general meeting will chair any general meetings.
In the chair's absence, the people present must elect a chair
from among their number before any other business is conducted.
d) Voting.
i) Arrangements for postal
and proxy voting may be made by the Executive Committee where
appropriate.
ii) All questions arising at
any meeting shall be determined by a simple majority of the votes
cast except for constitutional matters where the requirements
are set out in clause 21)a).
iii) In case of equal voting
the Chair shall have a second and deciding vote.
e) The Executive Committee shall present to each
annual general meeting the report and accounts of the Charity
for the preceding year.
f) The business of the annual general meeting
must include the election of member to the Executive Committee
and the appointment of a qualified auditor or auditors. 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. Further nominations may also be taken at the
annual general meeting. Should nominations exceed vacancies, election
shall be by ballot.
18) Special
Meetings.
a) The Executive Committee may call a special
general meeting of the Charity at any time. If at least thirty
members or 5% of the membership (see paragraph 5)g) above) (whichever
is the lesser figure) 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 shall
set out the nature of the business to be conducted and the date,
time and place of the meeting. All the members of the Charity
shall be entitled to attend and vote at the meeting. The chair
appointed by the most recent annual general meeting will chair
any special general meetings. In the chair's absence, the people
present must elect a chair from among their number before the
stated business of the meeting is conducted.
19) Procedure
at General, Annual General and Special Meetings.
a) The secretary or other person specially appointed
by the Executive Committee shall keep a full record of proceedings
at every such meeting of the Charity.
b) A quorum of all members is also required to
take decisions on any matters such as approval of the accounts,
disposal of assets of the Charity or subscription rates. The quorum
in the case at a general, annual general or special meeting of
the Charity shall be 30 or one third of all members entitled to
vote whichever is the lesser.
20) Notices.
a) 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. Any letter so sent shall be deemed to have been received
within four days of posting.
21) Alterations
to the Constitution.
a) Subject to the following provisions of this
clause the Constitution may only be altered by a resolution passed
by not less than two thirds of the members present and voting
at a general, annual general or special meeting. The notice of
such a meeting must include notice of the resolution, setting
out the terms of the alteration proposed.
b) A quorum of all members is required for changing
the constitution. For this purpose the quorum at that general,
annual general or special meeting shall be 5% of the membership
(see clause 5)g) above) or 30 paid up members whichever is the
greater.
c) No amendment may be made to clause 1)a) (the
name of charity clause), clause 3)a) (the objects clause), clause
10) (Executive Committee members not to be personally interested
clause), clause 22) (the dissolution clause) or this clause without
the prior consent in writing of the Commissioners.
d) No amendment may be made which would have
the effect of making the Charity cease to be a charity at law.
e) The Executive Committee should promptly send
to the Commission a copy of any amendment made under this clause.
22) Dissolution.
a) If the Executive Committee by a simple majority
decides at any time that it is necessary or advisable to dissolve
the Charity, they shall treat it as a change to the constitution
and shall call a meeting in accordance with the arrangements set
out in clause 17. The written notification of the meeting must
include a statement of accounts and assets of the Charity and
how the executive committee proposes to dispose of them.
b) If the proposal from the executive committee
to dissolve the Charity is adopted, the executive committee shall
have power to dispose of the Charity's assets. Such disposal shall
be carried out in accordance with the wishes of the meeting subject
to the general constraint that after any debts or liabilities
have been settled any other assets shall be transferred to other
charitable organisations having similar objectives to those of
the Charity.
c) A copy of the statement of accounts, or account
and statement, for the final accounting period of the Charity
must be sent to the Commission.
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