Constitution

CONSTITUTION

OF THE

EMSWORTH COMMUNITY ASSOCIATION

adopted on the 21st day of July 2010

 1.         NAME

The name of the charity shall be the Emsworth Community Association              (hereinafter called “the Association”).

2.         OBJECTS

The objects of the Association are to:

(a)       promote the benefit of the inhabitants of the area of benefit without distinction of sex, sexual orientation, nationality, age, disability, race or of political, religious or other opinions by associating together the said inhabitants and the statutory authorities, voluntary and other organisations in a common effort to advance education and to provide facilities in the interests of social welfare for recreation and leisure time occupation with the object of improving the conditions of life for the said inhabitants;

(b)       establish, or to secure the establishment, of a Community Centre (hereinafter called “the Centre”) and to maintain and manage the same (whether alone or in co‑operation with any statutory authority or other person or body) in furtherance of the above objects;

(c)       promote such other charitable purposes as may from time to time be determined.

The Association shall be non‑party in politics and non‑sectarian in religion.  The area of benefit shall be Emsworth and the neighbourhood.

3.         POWERS

In furtherance of the said objects, but not otherwise, the Association shall have power to:

(a)              co-operate with other voluntary organisations, statutory authorities and individuals;

(b)       establish or support a local forum of representatives of community groups, voluntary organisations; statutory authorities and individuals involved in community work;

(c)       promote and develop or to assist in the promotion and development of community organisations and community social enterprises in the area of benefit;

(d)       acquire and distribute funds and to assist in the provision of grants to community organisations in the area of benefit;

(e)       arrange and provide for, either alone or with others, the holding of exhibitions, meetings, lectures, classes, seminars or training courses, and all forms of recreational and other leisure‑time activities;

(f)        collect and disseminate information on all matters relating to its objects, and to exchange such information with other bodies having similar objects whether in the United Kingdom or elsewhere;

(g)       write, print or publish, in whatever form, such papers, books, periodicals, pamphlets or other documents, including films and recorded material, as shall further its objects, and to issue or circulate the same whether for payment or otherwise;

(h)       purchase, take on lease or in exchange, hire or otherwise lawfully acquire such property or other rights and privileges as may be necessary for the promotion of its objects, and to construct, maintain or alter the same, SUBJECT TO the provisions of Clause 17 hereof;

(i)         make regulations for the proper supervision, control and management of any property which may be so acquired;

(j)         sell, let, dispose of or turn to account all or any of its property or assets SUBJECT TO such consents as may be required by law;

(k)       raise funds and invite or receive donations and contributions, whether by subscription or otherwise, PROVIDED THAT the Association shall not undertake any substantial trading activities except as allowed under current charity law and shall take all reasonable steps to ensure that no trading income is liable to tax;

(l)         support any charitable trusts, associations or institutions formed for all or any of the objects;

(m)     receive money on deposit or loan or overdraft, in such manner as the Association may think fit, SUBJECT TO such consents or on such conditions as may be required by law;

(n)       invest money not immediately required for its objects in or upon such investments, securities or property as the Association may think fit, SUBJECT NEVERTHELESS to such conditions (if any) as may for the time being be imposed by law;

(o)       borrow money, and SUBJECT TO such consents as may be required by law, to charge all or any of the property of the Association with the repayment of money so borrowed;

(p)       subject to clause 13 hereof, employ such persons as are necessary for the proper pursuit of the objects and make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

(q)       remunerate any member of the Council of Management for services rendered to the Association PROVIDED THAT:

i)          such member shall not be present at or take part in any discussions or decision relating to such remuneration;

ii)         any decision to remunerate such member shall be taken unanimously by the other members present and voting at the meeting at which the decision is made;

iii)        the other members are satisfied that the level of remuneration is reasonable and proper having regard to the services rendered by such members to the Association;

iv)       the other members are satisfied that the services rendered to the Association are of special value to the Association having regard to such member’s ability, qualifications, or experience and/or to the level of remuneration for which he/she has agreed to provide them;

v)        the number of such members for the time being in receipt of remuneration shall not exceed a minority of members of the Council of Management.

(r)        insure and arrange insurance cover and to indemnify its employees and voluntary workers from and against all such risks incurred in the course of the performance of their duties as may be thought fit;

(s)       provide indemnity insurance for the members of the Council of Management (or any of them) out of the funds of the Association PROVIDED any such insurance shall not extend to any claim arising from any act or omission which the members of the Council of Management (or any of them) knew to be a breach of duty or breach of trust or which was committed by members of the Council of Management (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not;

(t)        affiliate to the National Federation of Community Organisations (Community Matters) and to any local federation or other organisations with similar charitable objects;

(u)       do all such other lawful things as shall further the charitable objects of the Association.

4.         MEMBERSHIP

(a)     Membership shall be open, irrespective of sex, sexual orientation, nationality, age, disability and race or of political, religious or other opinions to:

(i)         individuals aged eighteen years or over:

(a)       who live within the area of benefit, who shall be known as Individual Members;

(b)       who live outside the area of benefit, who shall be known as Associate Members, and who may attend as observers but who shall not have the right to vote at General Meetings of the Association.

(ii)     individuals aged under eighteen years, whether living within or outside the area of benefit, who shall be known as Junior Members and who may be admitted to membership subject to such conditions as the Council of Management may decide. They shall have the power to elect two of their number to represent them, without the right to vote, at meetings of the Council of Management.  Any Junior Member may attend General Meetings as observers but shall not have the right to vote.

(iii)     associations and organisations, whether corporate or unincorporated, (and including branches of national or international organisations) which operate solely or in part within the area of benefit, are voluntary or non‑profit‑distributing, and which wish to support the objects of the Association, which shall be known as Affiliated Groups;

(iv)       the Statutory Authorities in whose administrative area the area of benefit lies.

(b)     Each member organisation as set out in Clause 4 (a) (iii) and (iv) above and each Section established in accordance with Clause 6 below shall nominate one individual person being a member thereof to vote on its behalf at General Meetings of the Association; and may nominate an alternate being a member thereof to replace him/her at such meetings if the nominee is unable to attend.  In the event of such individual person resigning or leaving the member organisation he or she shall forthwith cease to be the nominee thereof. The member organisation concerned shall have the right to nominate a replacement, informing the Secretary in writing.

(c)     Individual members admitted under Clause 4(a) (i) (a) and Clause 4 (b) shall hereinafter referred to as ‘members with power to vote’

 (d)       The Council of Management shall keep a register of all its members and a record of any subscriptions paid.  Only those members recorded in the register seven days prior to the Annual General Meeting shall have the power to vote.

 

5.         SUBSCRIPTIONS

           Members shall pay such subscriptions as the Council of Management may from time to time determine.

6.         SECTIONS

Groups of individuals, being Individual, Junior or Associate members, may, with the permission of the Council of Management, form themselves into Sections for the furtherance of activities that support the objects of the Association. The following provisions apply to Sections:

(a)       the Council of Management shall determine the terms of reference and functions of each such Section and the duration of its activities;

(b)       no Section may disregard any instruction of the Council of Management or carry on any activity that may, in the Council of Management’s opinion, conflict with the Association’s objects, the Standing Orders or any decision made by the Council of Management;

(c)       Sections may fundraise for their activities utilising, with the permission of the Council of Management, the charity registration number of the Association but all funds so raised or property acquired with such funds shall belong to the Association and, subject to Clause 6 (d) shall be paid to the Association immediately following receipt;

(d)       Sections may hold such funds as shall be agreed from time to time with the Council of Management;

(e)       Sections and members thereof shall have no power of management or control over any part of the Association’s assets.

7.         RESIGNATION AND TERMINATION OF MEMBERSHIP

(a)       Any member of the Association may resign his/her membership and any representative of a member organisation or Section may resign such position, by giving to the Secretary / Membership Secretary of the Association written notice to that effect.

(b)       The Council of Management may, by resolution passed at a meeting thereof, terminate or suspend the membership of any member, if in its opinion, his/her conduct is prejudicial to the interests and objects of the Association, PROVIDED THAT the individual member or representative of the member organisation (as the case may be) shall have the right to be heard by the Council of Management before the final decision is made.  There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.

 

8.         GENERAL MEETINGS OF THE ASSOCIATION

(a)        Annual General Meetings:

Once in each calendar year an Annual General Meeting of the Association shall be held at such time and place as the Council of Management shall determine, being not more than fifteen months after the adoption of this constitution and thereafter the holding of the preceding Annual General Meeting. The Secretary shall give at least twenty-one clear days notice of the Annual General Meeting.  Notice shall be given individually to members or posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit.

The President shall be the chair of the Annual General Meeting but if he or she is not present, before any business is transacted, the persons present shall appoint a chair of the meeting.

The business of each Annual General Meeting shall be:

(i)        to receive the Annual Report of the Council of Management, which shall incorporate the accounts of the Association referred to below, and give an account of the work of the Association and its activities during the preceding year;

(ii)       to receive the accounts of the Association for the preceding financial year;

(iii)      to elect the Honorary Officers of the Association in accordance with Clause 9 hereof;

(iv)      to elect members to serve on the Council of Management, in accordance with Clause 10 (a) (ii) hereof;

(v)       to appoint one or more qualified auditors or independent examiners for the coming year to audit or examine the accounts of the Association in accordance with the Charities Act 1993 (or any statutory modification or re-enactment of that Act);

(vi)      to consider any other business of which due notice has to be given.

(b)        Special General Meetings:

The Chair of the Council of Management may at any time at his/her discretion and the Secretary shall within twenty one days of receiving a written request so to do signed by not less than twenty members with power to vote and giving reasons for the request, call a Special General Meeting of the Association to consider the business specified on the notice of meeting and for no other purpose. The Secretary shall give at least fourteen clear days notice of the Special General Meeting individually to members or posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit.

The Chair of the Council of Management shall act as chair of the Special Meeting. If the Chair is absent from any meeting, the members present shall choose one of their number to chair the meeting before any other business is transacted.

(c)        Forum:

                     

(i)      In addition to Annual General Meetings the Council of Management shall convene at least one open meeting in each calendar year as a consultative forum of representatives of all groups/organisations/agencies which use the Centre or are active in the area of benefit (including non-member organisations) (hereinafter called “Stakeholders”). The Council of Management shall, except in the case of emergency, give not less than seven clear days notice of such open meeting to Stakeholders which notice shall be posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit;

(ii)     Stakeholders attending any such meeting shall constitute the forum (“Forum”). The Forum is the process by which Stakeholders may raise and discuss amongst themselves and members of the Association issues that affect the area of benefit and/or the running or use of the Centre. The Forum may also be used for the giving of a report from the Council of Management on policies and procedures connected with the use of the Centre and reports from Stakeholders. Any proposal arising from discussion at the meeting concerning the use of the Centre shall be referred to the next meeting of the Council of Management;

(iii)     The Chair of the Council of Management shall normally chair the meeting but in his/her absence or if the Forum decides otherwise those present shall elect one of their number to take the chair.

9.         HONORARY OFFICERS

 (a)       Only members of the Association aged eighteen years and over shall be eligible to serve as Honorary Officers.

(b)     The members with the power to vote present at the Annual General Meeting shall elect a Chair, Treasurer and Secretary of the Association and such other Honorary Officers as the Association may from time to time decide who shall serve in their respective capacities as Honorary Officers of the Council of Management.  Such Honorary Officers may be appointed as members of any sub-committee established in accordance with Clause 11 hereof.

(c)     An Honorary Officer shall cease to hold office if he/she notifies the Secretary of the Association in writing of his/her resignation.

(d)     If a vacancy occurs by death, resignation or disqualification among the Honorary Officers of the Association, the Council of Management shall have the power to fill it from among its members.

(e)     Subject to sub-clause (c) of this clause, all Honorary Officers shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for re-election.

 

10.       THE COUNCIL OF MANAGEMENT

The policy and general management of the affairs of the Association shall be directed by the Council of Management which 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 Council of Management upon not less than four clear days notice being given to the other members of the Council of Management of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than twenty one clear days notice must be given. As the charity trustees, the Council of Management shall have power to enter into contracts for the purposes of the Association on behalf of all members and may exercise on behalf of the Association any or all of the powers enumerated in Clause 3 hereof.

(a)    The Council of Management shall consist of:

(i)            the Honorary Officers elected under Clause 9 hereof;

(ii)           up to twenty individuals elected by the members with the power to vote present at the Annual General Meeting;

(iii)          persons co-opted individually by the Council of Management who shall serve on the Council of Management until the conclusion of the next Annual General Meeting PROVIDED THAT the number of co-opted members shall not exceed one quarter of the total number of members elected and appointed to the Council of Management in accordance with the provisions of this sub-clause and enumerated above.

(b)       The Chair of the Council of Management shall act as chair at meetings of the Council of Management. If the Chair is absent from the meeting, the members present shall choose one of their number to be chair of the meeting before any other business is transacted.

(c)       All members of the Council of Management shall retire from office at the conclusion of the Annual General Meeting next after the date at which they came into office but they may be re-elected or re-appointed.

(d)       If casual vacancies occur among the elected members of the Council of Management it shall have power to fill these from among the members of the Association.

(e)       The proceedings of the Council of Management shall not be invalidated by any failure to elect or any defect in the election, co-option or qualification of any member.

(f)        A member of the Council of Management shall cease to hold office if he or she:-

(i)        is disqualified from holding office by virtue of section 72 of the Charities Act 1993 (or any statutory modification or re-enactment of that provision) or

(ii)       becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs, or

(iii)      is absent without the permission of the Council of Management from all its meetings held within a period of six months and the Council of Management resolves that he/she shall cease to hold office, or

(iv)      notifies the Council of Management in writing of his/her resignation (PROVIDED THAT at least three members of the Council of Management will remain in office when the notice of resignation is to take effect).

The provisions of paragraphs (i) and (ii) of this sub-clause also apply to any individual holding trustee who may be appointed in accordance with Clause 17(a) below.

(g)       Each member of the Council of Management, upon election or co-option to the Council of Management, shall receive a copy of the Association’s constitution. No person shall be entitled to act as a member of the Council of Management, following election, re-election or co-option, until they have signed in the minute book of the Council of Management or otherwise a declaration of acceptance and willingness to act as a charity trustee of the Association.

(h)       No persons under the age of eighteen shall be members of the Council of Management but such persons may be invited to attend meetings without the right to vote.

11.     SUB-COMMITTEES

The Council of Management may appoint one or more sub-committees for supervising or      performing any activity or service.  In each such case:-

 

(a)     the Council of Management shall define the terms and reference of the sub-committee and may also determine its composition and the duration of its activities;

(b)     all acts and proceedings of the sub-committees shall be reported as soon as possible to the Council of Management.

 

12.     COUNCIL OF MANAGEMENT MEMBERS NOT TO BE PERSONALLY INTERESTED

Except as provided in sub-clauses 3 (q) and 3 (s):

(a)       no member of the Council of Management (otherwise than as a trustee for the Association) shall acquire any interest in property belonging to the Association;

(b)       no member of the Council of Management (otherwise than as a members of the Council of Management) shall be interested in any contract entered into by the Council of Management;

(c)       no member of the Council of Management shall receive remuneration.

13.     PAID EMPLOYEES

(a)       Council of Management shall have the sole right in exercise of the power conferred by Clause 3 (p) hereof of appointing, dismissing, and determining the terms and conditions of service of all employees of the Association;

(b)       An employee of the Association staff shall not be eligible to be a member of the Council of Management, any section committee or any sub-committee of the Association, but may be invited to attend such committees as a non-voting adviser.

14.     RULES OF PROCEDURE AT ALL MEETINGS

(a)     Voting:

Subject to the provisions of Clause 22, all questions arising at a meeting of the Association, the Council of Management or one of its sub-committees shall be decided by a simple majority of those present and voting. Each member shall have one vote and in case of an equality of votes the chair shall have a casting vote.

(b)     Quorum:

(i)            Committee Meetings: one quarter of the members shall form a quorum at meetings of the Council of Management and sub-committees of the Association.

(ii)           General Meetings: twenty members with power to vote or one quarter of the members with power to vote, whichever is the less, shall form a quorum at General Meetings of the Association. In the event that no quorum is present at an Annual General Meeting of the Association, or the meeting has to be abandoned, the meeting shall stand adjourned and be reconvened not later than fourteen days later, and those members with power to vote present at that meeting shall be deemed to form a quorum.

(c)             Minutes:

Signed minutes shall be kept by the Association and all its committees and the respective Secretary shall enter therein a record of all proceedings and resolutions.

 

15.       STANDING ORDERS AND RULES FOR THE USE OF THE CENTRE

The Council of Management shall have power to adopt and issue Standing Orders and/or Rules for the conduct of Association business and/or Rules for the use of the Centre.  Such Standing Orders and Rules shall come into operation immediately, provided always that they shall be subject to review by the Annual General Meeting and shall be consistent with the provisions of this constitution.

16.       FINANCE

(a)       All money raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose, PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment of reasonable out‑of‑pocket expenses incurred on behalf of the Association by employees and volunteers.

(b)       An account shall be opened in the name of the Association at such a bank or such other financial institution as the Council of Management shall from time to time decide. The Council of Management shall authorise in writing the Treasurer, the Chair of the Association and two member of the Council of Management to sign cheques on behalf of the Association.  All cheques must be signed by not less than two of the four authorised signatories.

(c)       The Honorary Treasurer shall keep proper accounts of the finances of the Association.

17.       TRUST PROPERTY

(a) Land and Buildings:

Subject to the provisions of sub-clause (b) of this clause, the Council of Management shall cause the title of all land (which is not vested in the Official Custodian for Charities) and all investments held by or in trust for the Association to be vested in either a corporation entitled to act as custodian trustee or in not less than three nor more than four named individuals (not being members of the Council of Management) appointed by the Council of Management as holding trustees.  Holding trustees shall act in accordance with the lawful directions of the Council of Management.  PROVIDED THAT they act only in accordance with such lawful directions, holding trustees shall not be liable for the acts and defaults of the members of the Council of Management.  Holding trustees may be removed by the Council of Management at its pleasure and shall otherwise cease to hold office in accordance with the provisions of Clause 10(f) above.

(b)        Investments:

If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Association, the Council of Management may permit any investments held by or in trust for the Association to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any stockbroking company) as nominee for the Council of Management and may pay such nominee reasonable and proper remuneration for acting as such.

 18.                  ACCOUNTS

The Council of Management shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to:

(a)        the keeping of accounting records for the Association;

(b)        the preparation of annual statements of the accounts for the Association;

(c)        the auditing or independent examination of the statements of account of the Association;

(d)        the transmission of the statements of accounts to the Charity Commission for England and Wales.

 19.       ANNUAL REPORT AND RETURNS

The Council of Management shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to the preparation of an annual report and an annual return and their transmission to the Charity Commissioners for England and Wales.

 20.     LIABILITY AND INDEMNITY

(a) In the execution of the trusts hereof no member of the Council of Management shall be liable:

(i)        for any loss to the property of the Association by reason of any improper investment made in good faith (so long as he/she shall have sought professional advice before making such investment); or

(ii)       for the negligence or fraud of any agent employed by him/her or by any other members of the Council of Management in good faith (provided reasonable supervision shall have been exercised); and

(iii)      no member of the Council of Management shall be liable by reason of any mistake or omission made in good faith by any member of the Council of Management other than wilful and individual fraud, wrongdoing or wrongful omission on the part of the member who is sought to be made liable.

(b)     Every member of the Council of Management and other officer, auditor or Independent Examiner of the Association shall be indemnified out of the assets of the Association against any liability incurred by him or her in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association.

21.     DISSOLUTION

If the Council of Management by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association it shall call a meeting of all members with power to vote and of the inhabitants of the area of benefit of the age of eighteen years and upwards of which meeting not less than twenty one clear days  notice (stating the terms of the resolution to be proposed thereat) shall be posted in a conspicuous place or places in the area of  benefit and/or advertised in a newspaper  circulating in the area of benefit and given in writing to interested bodies.  If such decision shall be confirmed by a simple majority vote of those present at such meeting the Council of

Management shall remain in office as Charity Trustees and be responsible for winding up the affairs of the Association in accordance with this clause. The Council of Management must collect in all the assets of the Association and must pay or make provision for all the liabilities of the Association.  The Council of Management must apply any remaining property or money:

(i)  directly for the Objects;

(ii)  by transfer to any Charity or charities for purposes the same or similar to the         Association;

(iii) in such other manner as the Charity Commission for England and Wales (“the

Commission”) may approve in writing in advance.

The members may pass a resolution before or at the same time as the resolution to dissolve the Association specifying the manner in which the Council of Management are to apply the remaining property or assets of the Association and the Council of Management must comply with the resolution if it is consistent with items (i) – (iii) inclusive in the paragraph above.

In no circumstances shall the net assets of the Association be paid to or distributed among the members of the Association (except to a member that is itself a Charity).

The Council of Management must notify the Commission promptly that the Association has been dissolved.  If the Council of Management is obliged to send the Association’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Association’s final accounts.

22.       ALTERATIONS TO THE CONSTITUTION

Any proposal to alter this constitution must be delivered in writing to the Secretary of the Association not less than twenty eight days before the date of the meeting at which it is first to be considered.  Any alteration will require the approval of both:

(a) a simple majority of members of the Council of Management present and voting at a Council of Management meeting.

b)  a two‑thirds majority of members with power to vote present and voting at a General Meeting.

At least fourteen clear days notice shall be posted in a conspicuous place in the area of benefit stating the wording of the proposed alteration.

No alteration should be made to this constitution which would cause the Association to cease to be a charity at law.  No alteration to Clause 1 (Name), Clause 2 (Objects), Clause 12 (Personal Interests), Clause 21 (Dissolution) or to this Clause shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained.

_______________________________________________________________

This Constitution was adopted, pursuant to Clause 19 of the constitution adopted on 19th July 2000  at a General Meeting of the Association held on 21st July 2010, having been approved at a Council of Management meeting held on 16th June 2010.

Signed

…………………………….……………………………               ……………………………….…………………………

Chair of the meeting                                                      Secretary of the meeting