Constitution of Friends of Markeaton Brook
adopted on the............ day of 2005
A Name.
The name of the Association is Friends of Markeaton Brook
('the
Charity")
B Administration.
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
G of
this constitution ("the Executive Committee").
C Objects.
The Charity's objects ("the objects") are :
For the benefit of the public to conserve and assist in the
conservation of Markeaton Brook and its catchment area and to
advance
the education of the public in all aspects of the natural
environment,
amenity value and history of Markeaton Brook and its environs.
D Powers
In furtherance of the objects but not otherwise the Executive
Committee may exercise the following powers:
(i) power to raise funds and to invite and receive
contributions
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) power to buy, take on lease or in exchange any property
necessary for the achievement of the objects and to maintain and
equip
it for use;
(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;
(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 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 do all such other lawful things as are
necessary for
the achievement of the objects.
E Membership. (Individual and Corporate)
(1) Membership of the Charity shall be open to:
(i) individuals (over the age of 18 years) 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 which
is
interested in furthering the Charity's work and has paid any
annual
subscription (any such body being called in this constitution a
"member organisation").
2) Every member shall have one vote.
3) Each member organisation shall 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.
4) 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.
5) The Executive Committee may unanimously and for good
reason
terminate the membership of any individual or member
organisation:
Provided that the individual concerned 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.
F Honorary Officers.
At the annual general meeting of the Charity the members
shall elect
from amongst themselves a chairman, a secretary and a treasurer,
who
shall hold office from the conclusion of that meeting.
G Executive Committee.
(1) The Executive Committee shall consist of not less than 5
members
nor more than 9 members being:
(a) the honorary officers specified in the preceding clause;
(b) not less than 2 and not more than 6 members elected at
the annual
general meeting who shall hold office from the conclusion of
that
meeting;
(2) The Executive Committee may in addition appoint not more
than 2
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 J 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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 Determination of Membership of Executive Committee.
A member of the Executive Committee shall cease to hold
office if he
or she:
(1) 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);
(2) becomes incapable by reason of mental disorder, illness
or injury
of managing and administering his or her own affairs;
(3) 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
(4) 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).
I Executive Committee Members not to be personally
interested.
(1) [Subject to the provisions of sub-clause (2) of this
clause] 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
Executive
Committee.
(2) Any member of the Executive Committee for the time being
who is a
solicitor, accountant or other person engaged in a profession
may charge
and be paid all the usual professional charges for business done
by him
or her or his or her firm when instructed by the other members
of the
Executive Committee to act in a professional capacity on behalf
of the
Charity: Provided that at no time shall a majority of the
members of the
Executive Committee benefit under this provision and that a
member of
the Executive Committee shall withdraw from any meeting at which
his or
her own instruction or remuneration, or that of his or her firm,
is
under discussion.]
J Meetings and proceedings of the Executive Committee.
(1) The Executive Committee shall hold at least two ordinary
meetings
each year. A special meeting may be called at any time by the
chairman
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 but if the matters include an
appointment
of a co-opted member then not less than 21 days' notice must be
given.
(2) The chairman shall act as chairman at meetings of the
Executive
Committee. If the chairman is absent from any meeting, the
members of
the Executive Committee present shall choose one of their number
to be
chairman of the meeting before any other business is transacted.
(3) 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.
(4) 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 chairman of the meeting
shall
have a second or casting vote.
(5) The Executive Committee shall keep minutes, in books kept
for the
purpose, of the proceedings at meetings of the Executive
Committee and
any sub-committee.
(6) 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.
(7) The Executive Committee may appoint one or more
sub-committees
consisting of three or more members of the Executive Committee
for the
purpose of making any inquiry or supervising or performing any
function
or duty which in the opinion of the Executive Committee would be
more
conveniently undertaken or carried out by a sub-committee :
provided
that all acts and proceedings of any such sub-committees shall
be fully
and promptly reported to the Executive Committee.
K Receipts and expenditure.
(1) 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 as the
Executive
Committee shall from time to time decide. All cheques drawn on
the
account must be signed by at least two members of the Executive
Committee.
(2) The funds belonging to the Charity shall be applied only
in
furthering the objects.
L Property.
(1) Subject to the provisions of sub-clause (2) of this
clause, the
Executive Committee shall cause the title to:
(a) all land held by or in trust for the charity which is not
vested
in the Official Custodian for Charities; and
(b) 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.
(2) 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.
M Accounts.
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:
(1) the keeping of accounting records for the Charity;
(2) the preparation of annual statements of account for the
charity;
(3) the auditing or independent examination of the statements
of
account of the Charity; and
(4) the transmission of the statements of account of the
Charity to
the Commission.
N Annual Report.
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
O Annual Return.
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.
P Annual General Meeting.
(1) There shall be an annual general meeting of the Charity
which
shall be held in the month of June in each year or as soon as
practicable thereafter.
(2) Every annual general meeting shall be called by the
Executive
Committee. The secretary shall give at least 21 days' notice of
the
annual general meeting to all the members of the Charity. All
the
members of the Charity shall be entitled to attend and vote at
the
meeting.
(3) Before any other business is transacted at the first
annual
general meeting the persons present shall appoint a chairman of
the
meeting. The chairman shall be the chairman of subsequent annual
general
meetings, but if he or she is not present, before any other
business is
transacted, the persons present shall appoint a chairman of the
meeting.
(4) The Executive Committee shall present to each annual
general
meeting the report and accounts of the Charity for the preceding
year.
(5) 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. Should nominations exceed vacancies, election
shall be
by ballot.
Q Special General Meetings.
The Executive Committee may call a special general meeting of
the
Charity at any time. If at least ten members 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 must
state the business to be discussed.
R Procedure at General Meetings.
(1) The secretary or other person specially appointed by the
Executive Committee shall keep a full record of proceedings at
every
general meeting of the Charity.
(1) 2) There shall be a quorum when at least one tenth of the
number
of members of the Charity for the time being or ten members of
the
Charity, whichever is the greater, are present at any general
meeting.
S Notices.
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, and any letter so sent
shall be
deemed to have been received within 10 days of posting.
T Alterations to the Constitution.
(1) Subject to the following provisions of this clause the
Constitution may be altered by a resolution passed by not less
than two
thirds of the members present and voting at a general meeting.
The
notice of the general meeting must include notice of the
resolution,
setting out the terms of the alteration proposed.
(2) No amendment may be made to clause A (the name of charity
clause), clause C (the objects clause), clause 1 (Executive
Committee
members not to be personally interested clause), clause U (the
dissolution clause) or this clause without the prior consent in
writing
of the Commissioners.
(3) No amendment may be made which would have the effect of
making
the Charity cease to be a charity at law.
(4) The Executive Committee should promptly send to the
Commission a
copy of any amendment made under this clause.
U Dissolution.
If the Executive Committee decides that it is necessary or
advisable
to dissolve the Charity it shall call a meeting of all members
of the
Charity, of which not less than 21 days' notice (stating the
terms of
the resolution to be proposed) shall be given. If the proposal
is
confirmed by a two-thirds majority of those present and voting
the
Executive Committee shall have power to realise any assets held
by or on
behalf of the Charity. Any assets remaining after the
satisfaction of
any proper debts and liabilities shall be given or transferred
to such
other charitable institution or institutions having objects
similar to
the objects of the Charity as the members of the Charity may
determine
or failing that shall be applied for some other charitable
purpose. 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.
V Arrangements until first Annual General Meeting.
Until the first annual general meeting takes place this
constitution
shall take effect as if references in it to the Executive
Committee were
references to the persons whose signatures appear at the, bottom
of this
document.
This constitution was adopted on the date mentioned above by
the
persons whose signatures appear at the bottom of this document.
Signed
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