Slade Green Community Forum - constitution
Constitution adopted on the 10th day of March 2003 and superceding the previous constitution adopted on the 1st day of December 1999.
Clause 1. Name.
The name of the association is Slade Green Community Forum ("the charity")
Clause 2. 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 7 of this constitution ("the Executive Committee").
Clause 3. Objects.
The charity's objects ("the objects") are:
To promote the benefit of the inhabitants of Slade Green and its environs, defined as the Northend Ward specified in the 1999 Local Government Commission report, without distinction of sex, sexual orientation, race or of political, religious or other opinions, by associating together the said inhabitants and the local authorities, voluntary and other organisations in a common effort to advance education, both formal and informal, 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.
Clause 4. 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; particularly to work with neighbouring community groups in Bexley London Borough or the Dartford District of Kent on joint projects that will in part benefit the residents of Slade Green. This includes providing assistance for projects outside Slade Green in return for assistance by other community groups on projects within Slade Green;
- (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 or working groups as the Executive Committee may think fit from within the charity's membership plus other interested parties as approved by those members of a working group drawn from the charity's membership;
- (ix) from time to time propose and propose to alter rules for the conduct of the business of the charity and the summoning and conduct of its meetings. No rule may be made which is inconsistent with this constitution, and such rules should be confirmed by a majority of those voting at a general meeting of the charity. It is noted that, from the date of the adoption of the constitution, the rules shall be those adopted at a meeting of the charity on 28th May 2002 unless subsequently altered, deleted or added to;
- (x) promote the charity and its work and events and opportunities in the area through publications and events and any other appropriate means;
- (xi) appoint representatives to such bodies as seems appropriate;
- (xii) take part in allocating grants from the Bexley Thames-Side Community Chest and/or other funds which benefit the area;
- (xii) power to do all such other lawful things as are necessary for the achievement of the objects.
Clause 5. Membership
1. Membership of the charity shall be open to:-
- i. any individual aged 16 years and over resident in the area of benefit, or who is a councilor elected for any part of the area of benefit, or who is a staff member at any school in the area of benefit - however, members under the age of 18 are not entitled to vote at meetings of the charity.
- ii. any body corporate or unincorporated association which is interested in furthering the charity's work and is invited by the Executive Committee to nominate a representative (any such body being called in this constitution a "member organisation").
2. Every member aged 18 years and over 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 up to two alternates 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 and alternate(s) appointed by it to the secretary, and shall in due course notify the secretary of any changes. If the representative or any 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 or suspend 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.
6. There shall be no charge for membership.
Clause 6. Honorary Officers
1.The Executive Committee shall meet within 15 days of the end of an annual general meeting, at which they should:
- a. select from their number a chairman who shall take office at the end of the Executive Committee meeting.
- b. either appoint a secretary and a treasurer from their number, or at their discretion appoint a non-voting person to either or both posts, in which case the person or persons appointed need not be members of the charity.
2. The chairman, secretary and treasurer shall retire from office together at the end of the Executive Committee meeting following the annual general meeting (as detailed in sub-clause 1 of this clause), but they may be re-selected or re-appointed
Clause 7. Executive Committee
For the purpose of this clause, a 'term' is taken to be the period of up to fifteen months between Annual General Meetings of the charity.
1. The Executive Committee shall consist of not less than three members nor more than sixteen members being:-
- a. members elected as follows:
- i. At each annual general meeting, up to six members of the charity shall be elected to serve on the Executive Committee for two terms. If there are additional vacancies, a second election shall be held to fill those places for one term.
- ii. The publicity for the Annual General Meeting should clearly state that elections for the Executive Committee will be held, and anyone wishing to stand should notify a specified member of the Executive Committee (where possible, one not standing for re-election at that meeting) seven or more days before the date of the meeting. Where there are more than six places vacant, candidates will be asked to specify whether they are standing for one or two terms. Should the numbers standing exceed the number of vacancies, election shall be by ballot.
- b. between the annual general meeting and the end of the Executive Committee meeting following the annual general meeting, the honorary officers specified in the preceding clause;
- c. The Executive Committee may in addition appoint not more than four 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 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 10 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.
2. Apart from the honorary officers described in the previous clause, Executive Committee members shall retire from office at the end of the annual general meeting next but one after the date on which they came to office, or at the end of the next annual general meeting if elected for only one term or co-opted, but they may be re-elected or re-appointed.
3. 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.
4. 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.
5. No person shall be entitled to act as a member of the Executive Committee whether on a first or 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.
Clause 8. 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 permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolves that his or her office be vacated
- 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).
- 5. ceases to represent a member organisation (with the exception of the honorary officers).
Clause 9. 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 the 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 for all the usual professional charges for business done by him or her or by 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.
Clause 10. Meetings and proceedings of the Executive Committee.
(1) The Executive Committee shall hold at least six 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 7 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 three members of the Executive Committee are present at a meeting, or one third of the number of Executive Committee members, whichever is greater.
(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.
Clause 11. 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.
Clause 12. 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.
Clause 13. Accounts.
1. 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:
- (a) the keeping of accounting records for the charity;
- (b) the preparation of annual statements of account for the charity;
- (c) the auditing or independent examination of the statements of account of the charity; and
- (d) the transmission of the statements of account of the charity to the Commission.
2. The Executive Committee shall present to a public meeting of the charity the accounts for the preceding financial year no later than nine months after the end of that financial year.
Clause 14. 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.
Clause 15. 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.
Clause 16. 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. All the members of the charity shall be entitled to attend and vote at the meeting.
(3) The chairman shall be the chairman of 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 of the charity for the preceding year.
Clause 17. Special General Meetings.
The Executive Committee may call a special general meeting of the charity at any time. If at least twenty members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting, which should be held within 35 days, with not less than 15 days public notice of the meeting being given.
Clause 18. 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.
(2) There shall be a quorum when at least ten members of the charity are present at a general meeting, or one thirtieth of the number of members of the charity, whichever is greater.
(3) The charity shall hold at least three general meetings in a calendar year. One meeting shall be The Annual General Meeting, which shall be held not more than fifteen months after the previous Annual General Meeting. Not less than 15 days public notice of each meeting shall be given. General meetings of the charity shall be open to the general public and advertised in the area. In organising its meetings the charity will adopt an equal opportunities policy within the resources at its disposal.
Clause 19. 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.
Clause 20. 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 at which at least fifteen members of the charity are present. Not less than 21 days public notice of the meeting shall be given, and the notice must state from where copies of the proposed alterations may be obtained.
(2) No amendment may be made to clause 1 (the name of charity clause), clause 3 (the objects clause), clause 9 (Executive Committee members not to be personally interested clause), clause 21 (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.
Clause 21. Dissolution.
If the Executive Committee decides that it is necessary or advisable to dissolve the charity it shall call a meeting 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.