CONSTITUTION OF THE HAMP COMMUNITY ASSOCIATION
1 NAME
The name of the Charity shall be The Hamp Community Association.
2 OBJECTIVES
To promote the benefit of the Inhabitants of Hamp without distinction of sex or of political, religious or other opinions, by associating the Local Authorities, voluntary organisations and Inhabitants in a common effort 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.
To promote and advance education for the benefit of the public and in particular to improve standards of literacy, numeracy and communications skills among adults.
This list of aims and objectives, at the agreement of the annual general meeting, may change to reflect the needs of the Hamp Community subject to the written approval of the Charity Commissioners .
3 POWERS
In furtherance of the objects but not otherwise the Executive Committee (to be known hereafter as THE BOARD OF TRUSTEES) may exercise the following powers:
- Power to raise funds and to invite and receive contributions provided that in raising funds the Board of Trustees shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
- 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;
- Power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
- Power to employ such staff (who shall not be members of the Board of Trustees ) 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;
- 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;
- Power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
- Power to appoint and constitute such advisory committees as the Board of Trustees may think fit’
- Power to do all such other lawful things as are necessary for the achievement of the objects.
4 MEMBERSHIP
(1) Membership of the Charity shall be open to:
- All residents and households living in the Hamp Community as defined by the Somerset County Council boundaries (Bridgwater South) who have paid any annual subscription laid down from time to time by the Board of Trustees, and
- Anybody 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 the constitution a ‘member organisation’).
- Membership shall be open with equal opportunities regardless of gender, ethnic origin, or ability.
- Membership shall be established by approval at a meeting of the Board of Trustees , the secretary of which should keep a membership register.
(2) A maximum of [7 ] Members shall be appointed to a Board of Trustees .
Every member appointed to the Board of Trustees 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) The Board of Trustees may, by majority 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 Board of Trustees, accompanied by a friend, before a final decision is made. The Board of Trustees may, similarly, temporarily suspend any individual or member organisation .
5 HONORARY OFFICERS
At the annual general meeting of the Charity the Members shall elect from amongst themselves a Chairperson, a secretary and a treasurer, deputy chair, and deputy treasurer who shall hold office from the conclusion of that meeting , together with a maximum of 7 additional members who ,alongside the 5 officers, shall thereafter become the Board of Trustees.;
6 Board of Trustees
(1) The Board of Trustees shall consist of not less than 6 members or more than 12 members being:
- The honorary officers specified in the preceding clause;
- Not less than 1 and not more than 7 members elected at the annual general meeting who shall hold office as Trustees from the conclusion of that meeting;
- Nominated representatives from the following bodies should be invited to sit on the Board of Trustees as non-trustees but with full voting rights.
1 Elected member from the District Council who is the representative of the Hamp or Westover Wards
1 Elected member from the County Council who is the representative of the South Bridgwater ward
1 Elected member from the Town Council who is representative of the Hamp or Westover wards
(2) The Board of Trustees may in addition appoint not more than 3 co-opted members but that no one may be appointed as a co-opted member if, as a result, more than one third of the members of the Board of Trustees would be co-opted members. Each appointment of a co-opted member shall be made at an executive meeting 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) If vacancies occur amongst the Officers or in the ‘Board of Trustees’ , the ‘Board of Trustees’ shall have the power to appoint from among their members until the next general meeting of the Charity when elections for vacancies shall take place.
(4) Half of the members of the Board of Trustees shall retire by rotation from office at the end of the annual general meeting but they may be re-elected or re-appointed.
(5) The proceedings of the Board of Trustees 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.
(6) Nobody shall be appointed as a voting member of the Board of Trustees who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
7 DETERMINATION OF MEMBERSHIP OF THE BOARD OF TRUSTEES
A member of the Board of Trustees shall cease to hold office if he or she;
(1) is disqualified from acting as a member of the Board of Trustees by virtue 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 the permission of the Board of Trustees from all their meetings held within a period of four months and the Board of Trustees resolve that this or her office be vacated; or
(4) notifies to the Board of Trustees of his/her wish to resign (but only if at least 4 members of the Board of Trustees will remain in office when the notice of resignation is take effect).
8 MEETINGS AND PROCEEDINGS OF THE BOARD OF TRUSTEES
(1) The Board of Trustees shall hold at least two ordinary meetings each year. A Special meeting may be called at any time by the Chairperson or by any two members of the Board of Trustees upon not less than 4 days’ notice being given to the other members of the Board of Trustees of the matters to be discussed.
(2) The Chairperson shall act as Chairperson at meetings of the Board of Trustees If the Chairperson is absent from any meeting, the deputy chairperson will act as Chairperson if both are absent the members of the Board of Trustees present shall choose one of their number to be Chairperson of the meeting before any other business is transacted.
(3) There shall be a quorum of 4.
(4) Every matter shall be determined by a majority of votes of the members of the Board of Trustees present and voting on the question but in the case of equality of votes the Chairperson of the meeting shall have a second or casting vote.
(5) The Board of Trustees shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Board of Trustees and any sub-committee.
(6) The Board of Trustees 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 Board of Trustees may appoint one or more sub-committees consisting of three or more members of the association for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Board of Trustees 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 Board of Trustees.
(8) At all meetings any offensive behaviour, including racist, sexist or inflammatory remarks shall not be permitted and constitutes a breach of reasonable manner (behaviour). The chairperson and Committee reserves the right of power in such circumstances to exclude any member from the meeting.
9 RECEIPTS AND EXPENDITURE
(1) The funds of the Charity, including all donations contributions and bequests, shall be paid into an account operated by the Board of Trustees in the name of the Charity at such bank as the Board of Trustees shall from time to time resolve. All cheques drawn on the account must be signed by at least two members of the Board of Trustees.
(2) The funds belonging to the Charity shall be applied only in furthering the objects.
10 PROPERTY
(1) Subject to the provisions of sub-clause (2) of this clause, the Board of Trustees shall cause the title to:
- All land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
- 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 Board of Trustees at their pleasure and shall act in accordance with the lawful directions of the Board of Trustees. Provided they act only in accordance with the lawful directions of the Board of Trustees, the holding trustees shall not be liable for the acts and defaults of the members.
(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Board of Trustees 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 , Board of Trustees and may pay such a nominee reasonable and proper remuneration for acting as such.
11 ACCOUNTS
The Board of Trustees shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:
(1) the keeping of accounts 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 Commissioners.
12 ANNUAL REPORT AND ANNUAL RETURN
The Board of Trustees shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of any report and annual return and their transmission to the Commissioners.
13 ANNUAL GENERAL MEETING
(1) There shall be no more than 15 months between the annual general meetings of the Charity.
(2) Every annual general meeting shall be called by the Board of Trustees. The secretary shall give at least 28 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) The Board of Trustees shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
14 SPECIAL GENERAL MEETINGS
The Board of Trustees may call a Special General Meeting of the Charity at any time. If at least 2 members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 4 days’ notice must be given. The notice must state the business to be discussed.
15 PROCEDURE AT GENERAL MEETINGS
(1) The secretary or other person specially appointed by the Board of Trustees shall keep a full record of proceedings at every general meeting of the Charity.
(2) There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or 15 members of the Charity, whichever is the greater, are present at any general meeting.
16 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 Board of Trustees or if that post is vacant 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 with 10 days of posting.
17 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 1 (the name of charity clause), clause 2 (the objects clause), clause 18 (the dissolution clause) or the 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 Board of Trustees should promptly send to the Commissioners a copy of any amendment made under this clause.
18 DISSOLUTION
If the Board of Trustees decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, or which not less than 28 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposed is confirmed by majority of those present the Board of Trustees 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 Commissioners.
This constitution was adopted on 14th of December 2010 Signed on behalf of the Board of Trustees
