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Our Constitution

Constitution

Creating opportunities for residents to make a positive difference in our community


Adopted on the 30th day of August 2012

A Name
The name of the organisation is Friends of Wallbank.

B  Administration
Subject to the matters set out below the Organisation and its property shall be administered  and managed in accordance with this Constitution by the members of the Management   Committee, instituted by clause G of this constitution (“the Management Committee ”).

C Objects
The objects are:
1. To promote and develop community amenities to improve the area of Wallbank for the  benefit of its inhabitants.

2. To create opportunities for residents to make a positive difference in our community.

3. To promote and encourage community spirit.

D Powers
In furtherance of the objects but not otherwise the Management Committee may exercise the  following powers:
i. power to raise funds and to invite and receive contributions provided that in raising funds the Management 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 maintain and equip it 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 Organisation;
iv. power subject to any consents required by law to borrow money and to charge all or any part of the property of the Organisation with the payment of the money so borrowed;
v. power to employ such staff (who shall not be members of the Management 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 cooperate 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 Management Committee may think fit;
ix. power to do all such other lawful things as are necessary for the achievement of the objects;

E  Membership
1. Membership of the Organisation shall be open to any individual, corporate body or unincorporated association, which is interested in furthering the Organisation's work and has paid any annual subscription.
2. Every member shall have one vote.
3. Membership fees shall be decided annually at the AGM.
4. Each member organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Organisation; and may appoint an alternate to replace its appointed representative at any meeting of the Organisation if the appointed representative is unable to attend.
5. 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.
6. The Management 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 Management Committee, accompanied by a friend, before a final decision is made.

F Honorary Officers
At the annual general meeting of the Organisation the members shall elect from amongst  themselves a chairperson, a secretary and a treasurer, who shall hold office from the  conclusion of that meeting.

G Management Committee
1. The Management Committee shall consist of not less than 4 members and not more than 11 members.
2. The Management Committee may in addition appoint not more than two 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 Management 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 Q 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. One third of the members of the Management Committee shall retire annually but shall be eligible for re-election, the members so to retire being those who have been longest in service their last appointment. As between members who have been in office the same length time, those due to retire shall be chosen by lot.
4. Proceedings of the Management Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defects in the appointment or qualification of a member.
5. Nobody shall be appointed as a member of the Management Committee who is aged under 18.


H  Determination of Membership of Management Committee
A member of the Management Committee shall cease to hold office if he or she:
1. is disqualified from acting as a member of the Management Committee by virtue of the adoption of the articles of section 45 of the Charities Act 1992 (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 permission of the Management Committee all their meetings held within a period of three months and the Management Committee resolve that his or her office be vacated; or
4. notifies to the Management Committee a wish to resign (but only if at least three members of the Management Committee will remain in office when the notice of registration is to take effect).

I  Management Committee Members not to be personally interested
No member of the Management Committee shall acquire any interest in property belonging to the Organisation (otherwise than as a trustee for the Organisation) or receive remuneration or be interested (otherwise than as a member of the Management Committee) in any contract entered into by the Management Committee.

J  Meetings and Proceedings of the Management Committee
1. The Management Committee shall hold at least four ordinary meetings each year. A special meeting may be called at any time by the chairperson or by any two members of the Management Committee upon not less than four days notice being given to the other members of the Management Committee of the matters to be discussed. If the matters include an appointment of a co-opted member then not less than 21 days notice must be given.
2. The chairperson shall act as chair at meetings of the Management Committee. If the chairperson is absent from any meeting, the members of the Management Committee present shall choose one of their number to be chair 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 Management Committee for the time being or three members of the Management 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 Management 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.
5. The Management Committee shall keep minutes of the proceedings at meetings of the Management Committee and any subcommittee.
6. The Management 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 Management Committee may appoint one or more sub committees consisting of three or more members of the Management Committee for the purpose of making any enquiry or supervising or performing any function or duty which in the opinion of the Management Committee would be more conveniently undertaken or carried out by a subcommittee; provided that all acts and proceedings of any such subcommittees shall be fully and promptly reported to the Management Committee.

K Receipts and Expenditure
1. The funds of the Organisation, including all donations, contributions and bequests, shall be paid into an account operated by the Management Committee in the name of the Organisation at such bank as the Management Committee shall from time to time decide. Cheques drawn on the account must be signed by at least two members of the Management Committee (who shall not be related).
2. The funds belonging to the Organisation shall be applied only in furthering of the objects.

L  Property
1. Subject to the provision of the sub clause 2 of this clause, the Management committee shall hold the title to:
a) all land held by or in trust for the Organisation which is not vested in the Official Custodian for Charities; and
b) all investments held by or on behalf of the Organisation; 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 Management Committee at their pleasure and shall act in accordance with the lawful directions of the Management Committee. Provided they act only in accordance with the lawful directions of the Management Committee, the holding trustees shall not be liable for the acts and defaults of its members.
2. If the corporation entitled to act as custodian trustee has not been appointed to hold the property of the Organisation, the Management Committee may permit any investments held by or in trust for the Organisation 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 Management Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

M Accounts
The Management Committee shall comply with their obligations under the adoption of the  virtues of the Charities Act 1992 (or any statutory re-enactment or modification of that Act)  with regard to:
1. the keeping of accounting records for the Organisation;
2. the preparation of annual statements of account for the Organisation;
3. the auditing or independent examination of the statements of account of the Organisation.

N Annual Report
The Management Committee shall comply with their obligations under the adoption of the  virtues of the Charities Act 1992 (or any statutory re-enactment or modification of that Act)  with regard to the preparation of an annual report and its transmission to any interested  person or organisation.

O Annual General Meeting
1. There shall be an annual general meeting of the Organisation which shall be held no later than 15 months after the previous annual general meeting.
2. Every annual general meeting shall be called by the Management Committee. The secretary shall give at least 21 days notice of the annual general meeting to all the members of the Organisation. All the members of the Organisation 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 the chairperson of the meeting. The chairperson shall be the chairperson 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 chairperson of the meeting.
4. The Management Committee shall present to each annual general meeting an annual report and accounts of the Organisation for the preceding year.
5. Nominations for election to the Management Committee must be made by members of the Organisation in writing and must be in the hands of the secretary of the Management Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

P  Special General Meetings
The Management Committee may call a special general meeting of the Organisation at any  time. If at least 10 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.

Q Procedure at General Meetings
1. The secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every general meeting of the Organisation.
2. There shall be a quorum when at least one 10th of the number of members of the Organisation for the time being or 10 members of the Organisation, whichever is the greater, are present at any general meeting.

R Notices
Any notice required to be served on any member of the Organisation shall be in writing and  shall be served by the secretary or the Management 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 UK. Any letter so sent shall be deemed to have been  received within 10 days of posting.

S Alterations to the Constitution
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.

T Dissolution
If the Management Committee decides that it is necessary or advisable to dissolve the  Organisation it shall call a meeting of all members of the Organisation, 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 Management  Committee shall have power to release any assets held by or on behalf the Organisation. 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 Organisation as the members of the Organisation may determine or failing that  shall be applied to some other charitable purpose.

U 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 Management 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.

Print name & signed

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On behalf of the Management Committee.

Date:




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