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Constitution ratified at the EGM on 7th October 2009
PART
1
1.
Adoption of the Constitution
The association and its
property will be administered and managed in accordance with the provisions in
Parts 1 and 2 of this constitution.
2.
The Name
The association’s name is
FRIENDS OF CHOPWELL WOOD (and in this document it is called the Friends).
3.
The Objects
The Friends shall be
instituted:
3.1 To work with
Forestry Commission (FC), Local Communities and Woodland Users to protect and
enhance CHOPWELL WOODLAND PARK for
the benefit of wildlife and people both today and in the future, by promoting
and developing the Conservation, Visual and Amenity Values and Educational and
Recreational facilities of CHOPWELL WOODLAND PARK .
3.2
To assist financially in the acquisition of items, and the funding of
projects, deemed by the Friends, as necessary for the benefit of CHOPWELL
WOODLAND PARK.
4.
Application of the Income and Property
4.1 The income and
property of the Friends shall be applied solely towards the promotion of the
Objects.
4.2 A Trustee may pay out of, or be reimbursed from, the property of the Friends
reasonable expenses properly incurred by him or her when acting on behalf of the
Friends.
4.3 None of the income or property of the Friends may be paid or transferred
directly or indirectly by way of dividend bonus or otherwise by way of profit to
any member of the Friends.
This
does not prevent:
(a) a member who is not also a Trustee from receiving reasonable
and proper remuneration for any goods or services supplied to the Friends;
(b) a Trustee from:
( i) buying goods or services from the Friends upon the same terms as other
members or members of the public;
(ii)
receiving a benefit from the Friends in the capacity of a beneficiary of
the Friends, provided that the Trustees comply with the provisions of sub clause
4.6, or as a member of the Friends and upon the same terms as other members;
(c) the purchase of indemnity insurance for the Trustees against
any liability that by virtue of any rule of law would otherwise attach to a
Trustee or other officer in respect of any negligence, default breach of duty or
breach of trust of which he or she may be guilty in relation to the Friends but
excluding:
( i) fines;
(ii) costs of unsuccessfully defending criminal
prosecutions for offences arising out of fraud, dishonesty or wilful or
reckless misconduct of the Trustee or other officer;
(iii) liabilities to the Friends that result from
conduct that the Trustee or other officer knew or ought to have known was not in
the best interests of the Friends or in respect of which the person concerned
did not care whether that conduct was in the best interests of the Friends or
not.
4.4
No Trustee may be paid or receive any other benefit for being a Trustee.
4.5 A Trustee may:
(a) sell goods, services or any interest in land to the Friends;
(b) be employed by or receive any remuneration from the Friends;
(c) receive any other financial benefit from the Friends,
if :
(d) he or she is not prevented from so doing by sub-clause
4.4;
and
(e) the benefit is permitted by sub-clause 4.3 or
(f) the benefit is authorised by the Trustees in accordance with
the conditions in sub-clause 4.6.
4.6 (a) If it is proposed that
a Trustee should receive a benefit from the Friends that is not already
permitted under sub-clause 4.3, he or she must:
(i)
declare
his or her interest in the proposal;
(ii) be absent from that part of any meeting at
which the proposal is discussed and take no part in any discussion of it;
(iii) not be counted in determining whether the
meeting is quorate;
(iv) not vote on the proposal.
(b) In cases
covered by sub-clause 4.5, those Trustees who do not stand to receive the
proposed benefit must be satisfied that it is in the interests of the Friends to
contract with or employ that Trustee rather than with someone who is not a
Trustee and they must record the reason for their decision in the minutes. In
reaching that decision the Trustees must balance the advantage of contracting
with or employing a Trustee against the disadvantage of doing so (especially the
loss of the Trustee’s services as a result of dealing with the Trustee’s
conflict of interest).
(c) The Trustees may only authorise a transaction falling within
paragraphs 4.5 (a) – (c) of this clause if the Trustee body comprises a majority
of Trustees who have not received any such benefit.
(d) If the Trustees fail to follow this procedure, the resolution
to confer a benefit upon the Trustee will be void and the Trustee must repay to
the Friends the value of any benefit received by the Trustee from the Charity.
4.7
A
Trustee must absent himself or herself from any discussions of the Trustees in
which it is possible that a conflict will arise between his or her duty to act
solely in the interests of the Friends and any personal interest (including but
not limited to any personal financial interest) and take no part in the voting
upon the matter.
4.8 In this Clause 4, “Trustee” shall include
any person firm or company connected with the Trustee.
5.
Dissolution
5.1 If the members
resolve to dissolve the Friends the Trustees will remain in office as Friends
Trustees and be responsible for winding up the affairs of the Friends in
accordance with this clause.
5.2 The Trustees must collect in all the assets of the Friends and must pay or
make provision for all the liabilities of the Friends.
5.3 The Trustees must apply any remaining property or money
(a) directly for the Objects;
(b) by transfer to any Charity or Charities for purposes the same
as or similar to the Friends;
(c) in such other manner as the Charity Commission for England and
Wales (“the Commission”) may approve in writing in advance.
5.4 The members may pass a resolution before or at the same time as the
resolution to dissolve the Friends specifying the manner in which the Trustees
are to apply the remaining property or assets of the Friends and the Trustees
must comply with the resolution if it is consistent with paragraphs (a) – (c)
inclusive in sub-clause 5.3 above.
5.5 In no circumstances shall the net assets of the Friends be paid to or
distributed among the members of the Friends (except to a member that is itself
a Charity).
5.6 The Trustees must notify the Commission promptly that the Friends has been
dissolved. If the Trustees are obliged to send the Friends’ accounts to the
Commission for the accounting period which ended before its dissolution, they
must send the Commission the Friends’ final accounts.
6.
Amendments
6.1 The Friends may amend
any provision contained in Part 1 of this Constitution provided that
(a) no amendment may be made that would have the effect of making
the Friends cease to be a Charity at law;
(b) no amendment may be made to alter the Objects if the change
would not be within the reasonable contemplation of the members of or donors to
the Charity;
(c) no amendment may be made to clause 4 without the prior written
consent of the Commission;
(d) any resolution to amend a provision of Part 1 of this
constitution is passed by not less than two thirds of the members present and
voting at a general meeting.
6.2 Any provision contained in Part 2 of this constitution may be amended,
provided that any such amendment is made by resolution passed by a two-thirds
majority of the members present and voting at a general meeting.
6.3 A copy of any resolution amending this constitution shall be sent to the
Commission within twenty-one days of it being passed.
PART
2
7.
Membership
7.1 Membership is open to
individuals over eighteen or organisations who are approved by the Trustees.
7.2 (a) The Trustees may only refuse an application for membership if, acting
reasonably and properly, they consider it to be in the best interests of the
Charity to refuse the application.
(b) The Trustees must inform the applicant in writing of the
reasons for the refusal within twenty-one days of the decision.
(c) The Trustees must consider any written representations the
applicant may make about the decision. The Trustees’ decision following any
written representations must be notified to the applicant in writing but shall
be final.
7.3
Membership is not transferable to anyone else.
7.4 The Trustees must keep a register of names and addresses of the members.
This register must be made available to any member
upon request, under the provisions of sub-clause 9.5, provided that the request is made wholly and exclusively for the
purposes of furthering the charity’s objects and its proper governance in
accordance with the law.
8.
Termination of Membership
Membership is terminated
if:
8.1 the member dies or, if it is an organisation, ceases to exist;
8.2 the member resigns by written notice to the Charity unless, after the
resignation, there would be less than two members;
8.3 any sum due from the member to the Charity is not paid in full within six
months of it falling due;
8.4 the member is removed from membership by a resolution of the Trustees that
it is in the best interests of the Charity that his or her membership is
terminated. A resolution to remove a member from membership may only be passed
if:
(a) the member has been given at least twenty one days’
notice in
writing of the meeting of the Trustees at which the resolution will be proposed
and the reasons why it is to be proposed;
(b) the member or, at the
option of the member, the member’s representative (who need not be a member of
the Charity) has been allowed to make representations to the meeting.
9.
General meetings
9.1 The Charity must hold
a general meeting within twelve months of the date of the adoption of this
constitution.
9.2 An annual general meeting will be held each year, normally in May, but not
more than fifteen months may elapse between successive annual general meetings.
9.3 All general meetings other than annual general meetings shall be called
special general meetings.
9.4 The Trustees may call a special general meeting at any time.
9.5 The Trustees must call a special general meeting if requested to do so in
writing by at least ten members or five percent of the membership, which ever is
the greater. The request must state the nature of the business that is to be
discussed. If the Trustees fail to hold the meeting within twenty-eight days of
the request, the members may proceed to call a special general meeting but in
doing so they must comply with the provisions of this Constitution.
10.
Notice
10.1 The minimum period of notice required to hold any general meeting of the
Friends is fourteen clear days from the date on which the notice is deemed to
have been given.
10.2 A general meeting may be called by shorter notice, if it is so agreed by
all the members entitled to attend and vote.
10.3 The notice must specify the date, time and place of the meeting and the
general nature of the business to be transacted. If the meeting is to be an
annual general meeting, the notice must say so.
10.4 The notice must be given to all the members and to the Trustees.
11.
Quorum
11.1 No business
shall be transacted at any general meeting unless a quorum is present.
11.2 A quorum is;
• 15 members entitled to vote upon the business to be
conducted at the meeting; or
• five percent of the total membership at the time,
whichever is the greater.
11.3 The authorised representative of a member organisation shall be
counted in the quorum.
11.4 If:
(a) a quorum is not present within half an hour from the time
appointed for the meeting; or
(b) during a meeting a
quorum ceases to be present, the meeting
shall be adjourned to such time and place as the Trustees shall determine.
11.5
The Trustees must re-convene the meeting and must give at least seven clear
days’ notice of the re-convened meeting stating the date time and place of the
meeting.
11.6 If no quorum is present at the re-convened meeting within fifteen
minutes of the time specified for the start of the meeting the members present
at that time shall constitute the quorum for that meeting.
12.
Chair
12.1 General
meetings shall be chaired by the person who has been elected as Chair.
12.2 If there is no such person or he or she is not present within fifteen
minutes of the time appointed for the meeting a Trustee nominated by the
Trustees shall chair the meeting.
12.3 If there is only one Trustee present and willing to act, he or she
shall chair the meeting.
12.4 If no Trustee is present and willing to chair the meeting within
fifteen minutes after the time appointed for holding it, the members present and
entitled to vote must choose one of their number to chair the meeting.
13.
Adjournments
13.1 The members
present at a meeting may resolve that the meeting shall be adjourned.
13.2 The person who is chairing the meeting must decide the date time and
place at which meeting is to be re-convened unless those details are specified
in the resolution.
13.3 No business shall be conducted at an adjourned meeting unless it
could properly have been conducted at the meeting had the adjournment not taken
place.
13.4 If a meeting is adjourned by a resolution of the members for more
than seven days, at least seven clear days’ notice shall be given of the
re-convened meeting stating the date time and place of the meeting.
14.
Votes
14.1 Each member
shall have one vote but if there is an equality of votes the person who is
chairing the meeting shall have a casting vote in addition to any other vote he
or she may have.
14.2 A resolution in writing signed by each member (or in the case of a
member that is an organisation, by its authorised representative) who would have
been entitled to vote upon it had it been proposed at a general meeting shall be
effective. It may comprise several copies each signed by or on behalf of one or
more members.
15.
Representatives of Other Bodies
15.1 Any
organisation that is a member of the Friends may nominate any person to act as
its representative at any meeting of the
Friends.
15.2 The organisation must give written notice to the Friends of the name
of its representative. The nominee shall not be entitled to represent the
organisation at any meeting unless the notice has been received by the Friends.
The nominee may continue to represent the organisation until written notice to
the contrary is received by the Friends.
15.3 Any notice given to the Friends will be conclusive evidence that the
nominee is entitled to represent the organisation or that his or her authority
has been revoked. The Friends shall not be required to consider whether the
nominee has been properly appointed by the organisation.
16.
Officers and Trustees
16.1 The Friends
and its property shall be managed and administered by a committee comprising the
Officers and other members elected in accordance with this Constitution. The
Officers and other members of the committee shall be the Trustees of the Friends
and in this constitution are together called “the Trustees”.
16.2 The Friends shall have the following Officers:
• A Chair,
• A Secretary,
• A Treasurer.
16.3 A Trustee must be a member of the Friends.
16.4 No one may be appointed a Trustee if he or she would be disqualified
from acting under the provisions of Clause 19.
16.5 The number of Trustees shall be not less than SIX but not more than
SIXTEEN.
16.6 The first Trustees (including Officers) shall be those persons
elected as Trustees and Officers at the meeting at which this constitution is
adopted.
16.7 A Trustee may not appoint anyone to act on his or her behalf at
meetings of the Trustees.
17.
The Appointment of Trustees
17.1 The Friends in general meeting shall elect
the Officers and the other Trustees.
17.2 The Trustees may appoint any person who is willing to act as a
Trustee. Subject to sub-clause 5(b) of this clause, they may also appoint
Trustees to act as officers.
17.3 One third of the Trustees shall retire with effect from the
conclusion of the annual general meeting next after his or her appointment but
may be eligible for re-election at that annual general meeting.
17.4 No-one may be elected a Trustee or an Officer at any annual general
meeting unless prior to the meeting the Friends are given a notice that:
(a) is signed by TWO members entitled to vote at the meeting;
(b) states the members’
intention to propose the appointment of a person as a Trustee or as an officer;
AND
(c)
is signed by the person who is being proposed to show his or her willingness to
be appointed.
18.
Powers of Trustees
18.1 The Trustees
must manage the business of the Charity and have the following powers in order
to further the Objects (but not for any other purpose):
(a) to raise funds. In doing so, the Trustees must not
undertake any substantial permanent trading activity and must comply with any
relevant statutory regulations;
(b) to buy, take on lease or in exchange, hire or otherwise
acquire any property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of
the property belonging to the Friends. In exercising this power, the Trustees
must comply as appropriate with sections 36 and 37 of the Charities Act 1993;
(d) to borrow money and to charge the whole or any part of
the property belonging to the Friends as security for repayment of the money
borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the
Charities Act 1993 if they intend to mortgage land;
(e) to co-operate with other charities, voluntary bodies and
statutory authorities and to exchange information and advice with them;
(f) to establish or support any charitable trusts,
associations or institutions formed for any of the charitable purposes included
in the Objects;
(g) to acquire, merge with or enter into any partnership or
joint venture arrangement with any other Charity formed for any of the Objects;
(h) to set aside income as a reserve against future
expenditure but only in accordance with a written policy about reserves;
(j) to obtain and pay for such goods and services as are
necessary for carrying out the work of the Friends;
(k) to open and operate such bank and other accounts as the
Trustees consider necessary and to invest funds and to delegate the management
of funds in the same manner and subject to the same conditions as the Trustees
of a trust are permitted to do by the Trustee Act 2000;
18.2
To do all such other lawful things as are necessary for the achievement of the
Objects;
18.3 No alteration of this constitution or any special resolution shall
have retrospective effect to invalidate any prior act of the Trustees;
18.4 Any meeting of Trustees at which a quorum is present at the time the
relevant decision is made may exercise all the powers exercisable by the
Trustees.
19.
Disqualification and Removal of Trustees
A Trustee shall cease to hold office if he or she:
19.1 is disqualified for acting as a Trustee by virtue of section 72 of
the Charities Act 1993 (or any statutory re-enactment or modification of that
provision);
19.2 ceases to be a member of the Charity;
19.3 becomes incapable by reason of mental disorder, illness or injury of
managing and administering his or her own affairs;
19.4 resigns as a Trustee by notice to the Charity (but only if at least
two Trustees will remain in office when the notice of resignation is to take
effect); or
19.5 is absent without the permission of the Trustees from all their
meetings held within a period of six consecutive months and the Trustees
resolve that his or her office be vacated.
20.
Proceedings of Trustees
20.1 The Trustees may regulate their proceedings
as they think fit, subject to the provisions of this constitution.
20.2 Any Trustee may call a meeting of the Trustees.
20.3 The Secretary must call a meeting of the Trustees if requested to do
so by a Trustee.
20.4 Questions arising at a meeting must be decided by a majority of
votes.
20.5 In the case of an equality of votes, the person who chairs the
meeting shall have a second or casting vote.
20.6 No decision may be made by a meeting of the Trustees unless a quorum
is present at the time the decision is purported to be made.
20.7 The quorum shall be two or the number nearest to one third of the
total number of Trustees, whichever is the greater or such larger number as may
be decided from time to time by the Trustees.
20.8 A Trustee shall not be counted in the quorum present when any
decision is made about a matter upon which that Trustee is not entitled to vote.
20.9 If the number of Trustees is less than the number fixed as the
quorum, the continuing Trustees or Trustee may act only for the purpose of
filling vacancies or of calling a general meeting.
20.10 The person elected as the Chair shall chair meetings of the
Trustees.
20.11 If the Chair is unwilling to preside or is not present within ten
minutes after the time appointed for the meeting, the Trustees present may
appoint one of their number to chair that meeting.
20.12 The person appointed to chair meetings of the Trustees shall have no
functions or powers except those conferred by this constitution or delegated to
him or her in writing by the Trustees.
21.
Delegation
21.1 The Trustees
may delegate any of their powers or functions to a committee of two or more
Trustees but the terms of any such delegation must be recorded in the minutes.
21.2 The Trustees may impose conditions when delegating, including the
conditions that:
• the relevant powers are to be exercised exclusively by the
committee to whom they delegate;
• no expenditure may be incurred on behalf of the Friends except
in accordance with a budget previously agreed with the Trustees.
21.3 The Trustees may revoke or alter a delegation.
21.4 All acts and proceedings of any committees must be fully and promptly
reported to the Trustees.
22.
Irregularities in Proceedings
22.1 Subject to sub-clause (2) of this clause, all acts done by a meeting of
Trustees, or of a committee of Trustees, shall be valid notwithstanding the
participation in any vote of a Trustee:
•
who was disqualified from holding office;
• who had previously retired
or who had been obliged by the constitution to vacate office;
• who was not entitled to vote on the matter, whether by reason
of a conflict of interest or otherwise.
if, without:
• the vote of that Trustee; and
• that Trustee being counted
in the quorum, the decision has been made by a majority of the Trustees at a
quorate meeting.
22.2
Sub-clause (1) of this clause does not permit a Trustee to keep any benefit that
may be conferred upon him or her by a resolution of the Trustees or of a
committee of Trustees if the resolution would otherwise have been void.
22.3 No resolution or act of
(a) the Trustees
(b) any committee of the Trustees
(c) the Charity in general meeting
shall be invalidated by reason of the failure to give notice to any Trustee or
member or by reason of any procedural defect in the meeting unless it is shown
that the failure or defect has materially prejudiced a member or the
beneficiaries of the Charity.
23.
Minutes
The Trustees must keep
minutes of all:
23.1 appointments of Officers and Trustees made by the Trustees;
23.2 proceedings at meetings of the Charity;
23.3 meetings of the Trustees and committees of Trustees including:
• the names of the Trustees present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions.
24.
Annual Report and Return and Accounts
24.1 The Trustees must comply with their obligations under the Charities
Act 1993 with regard to:
(a) the keeping of accounting records for the Charity;
(b) the preparation of annual statements of account for the
Charity;
(c) the transmission of the statements of account to the
Charity;
(d) the preparation of an annual report and its transmission
to the Commission;
(e) the preparation of an annual return and its transmission
to the Commission.
24.2
Accounts must be prepared in accordance with the provisions of any Statement of
Recommended Practice issued by the Commission, unless the Trustees are required
to prepare accounts in accordance with the provisions of such a Statement
prepared by another body.
25.
Registered particulars
The Trustees must notify the Commission promptly of any changes to the
Charity’s entry on the Central Register of Charities.
26.
Property
26.1 The Trustees must ensure the title to:
(a) all land held by or in trust for the Charity that is not
vested in the Official Custodian of Charities; and
(b) all investments held by or on behalf of the Charity, is vested
either in a corporation entitled to act as custodian Trustee or in not less that
three individuals appointed by them as holding Trustees.
26.2
The terms of the appointment of any holding Trustees must provide that they may
act only in accordance with lawful directions of the Trustees and that if they
do so they will not be liable for the acts and defaults of the Trustees or of
the members of the Charity.
26.3 The Trustees may remove the holding Trustees at any time.
27.
Repair and insurance
The Trustees must keep in repair and insure to their full value against fire and
other usual risks all the buildings of the Charity (except those buildings that
are required to be kept in repair and insured by a tenant). They must also
insure suitably in respect of public liability and employer’s liability.
28.
Notices
28.1 Any notice required by this constitution to be given to or by any person
must be:
(a) in writing; or
(b) given using electronic communications.
28.2
The Charity may give any notice to a member either:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the
member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it using electronic communications to the member’s
address.
28.3
A member who does not register an address with the Charity or who registers only
a postal address that is not within the United Kingdom shall not be entitled to
receive any notice from the Charity.
28.4 A member present in person at any meeting of the Charity shall be deemed to
have received notice of the meeting and of the purposes for which it was called.
28.5 Proof :
(a) that an envelope containing
a notice was properly addressed, prepaid and posted shall be conclusive evidence
that the notice was given.
(b) that a notice contained in an electronic communication was sent
in accordance with guidance issued by the Institute of Chartered Secretaries and
Administrators shall be conclusive evidence that the notice was given.
(c) A notice shall be deemed to be given 48 hours after the
envelope containing it was posted or, in the case of an electronic
communication, 48 hours after it was sent.
29.
Rules
29.1 The Trustees may from time to time make rules or bye-laws for the conduct
of their business.
29.2 The bye-laws may regulate the following matters but are not restricted to
them:
(a) the admission of members of the Charity (including the
admission of organisations to membership) and the rights and privileges of such
members, and the entrance fees, subscriptions and other fees or payments to be
made by members;
(b) the conduct of members of the Charity in relation to one
another, and to the Charity’s employees and volunteers;
(c) the setting aside of the whole or any part or parts of the
Charity’s premises at any particular time or times or for any particular
purpose or purposes;
(d) the procedure at general meeting and meetings of the Trustees
in so far as such procedure is not regulated by this Constitution;
(e) the keeping and authenticating of records;
(f) generally, all such matters as are commonly the subject matter
of the rules of an unincorporated association.
29.3
The Charity in general meeting has the power to alter, add to or repeal the
rules or bye-laws.
29.4 The Trustees must adopt such means as they think sufficient to bring the
rules and bye-laws to the notice of members of the Charity.
29.5 The rules or bye-laws shall be binding on all members of the Charity. No
rule or bye-law shall be inconsistent with, or shall affect or repeal anything
contained in, this constitution.
Signatures
- All Committee Trustees
© Copyright 2009 - Friends of
Chopwell Wood |