Constitution

Paragraphs 21 - 28

21  Irregularities in Proceedings.

(1) Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a Trustee who was disqualified from holding office; who had previously retired or who had been obliged by the constitution to vacate office; who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise, if, without: the vote of that Trustee; and that Trustee being counted in the quorum, the decision has been made by a majority of the Trustees at a quorate meeting.

(2) Sub-clause (1) of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been void.

(3) No resolution or act of:

(a) the Trustees;

(b) any committee of the Trustees;

(c) the Society in General Meeting,

shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the Society.

22   Minutes.

The Trustees must keep minutes of all:

(1) appointments of Honorary Officers and Trustees made by the Trustees;

(2) proceedings at administrative meetings of the Society;

(3) meetings of the Trustees and committees of Trustees including: the names of the Trustees present at the meeting; the decisions made at the meetings; and where appropriate the reasons for the decisions.

23   Annual Report and Return and Accounts.

(1) The Trustees must comply with their obligations under the Charities Act 1993 with regard to:

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

(b) the preparation of annual statements of account for the Society;

(c) the transmission of the statements of account to the Society;

(d) the preparation of an annual report and its transmission to the Commission;

(e) the preparation of an annual return and its transmission to the Commission.

(2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.

24   Registered Particulars.

The Trustees must notify the Commission promptly of any changes that would make it necessary to alter the Society’s entry on the Central Register of Charities.

25   Property.

(1) The Trustees must ensure the title to:

(a) all land held by or in trust for the Society that is not vested in the Official Custodian of Charities; and

(b) all investments held by or on behalf of the Society, is vested either in a corporation entitled to act as custodian trustee or in three individuals appointed by them as holding trustees.

(2) The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of the Society.

(3) The Trustees may remove the holding trustees at any time.

(4) Council (after appropriate consultation, for example professional financial advice) may

(a) invest money belonging to the Society in ways thought to benefit the Society. Council may also;

(b) employ as an investment manager anyone who can carry on investment business under the Financial Services Act 1986 and delegate to any such manager ("the Manager") any of their powers of investment on such terms and at such reasonable remuneration as it thinks fit but:

(i) delegated powers must be exercised only within clear policy guidelines drawn up in advance by Council and within the above powers of investment;

(ii) every transaction carried out by the Manager must be reported to the Treasurer within fourteen days;

(iii) Council may at any time and without notice revoke or alter the delegation or its terms;

(iv) Council must review the arrangements for delegation at least once a year;

26   Repair and Insurance.

The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Society (except those buildings that are required to be kept in repair and insured by a tenant).  They must also insure suitably in respect of public liability and employer's liability.

27   Notices.

(1) Any notice required by this constitution to be given to or by any person must be either:

(a) via electronic communication; or

(b) in writing.

(2) Notice may be given to a member either:

(a) personally; or

(b) by post in a prepaid envelope addressed to the member at his or her address; or

(c) by leaving it at the address of the member; or

(d) by electronic communication to the member's e-mail address.

(3) A Member present in person at any meeting of the Society shall be deemed to have received notice of the meeting and of the purposes for which it was called.

(4)

(a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.

(b) Proof that a notice contained in an electronic communication was properly addressed and sent shall be conclusive evidence that the notice was given.

(c) A notice shall be deemed to be given seventy-two hours after it was posted or, in the case of an electronic communication, seventy-two hours after it was sent.

28   Rules and Bye-Laws.

(1) The Trustees may from time to time propose rules or bye-laws for the conduct of the Society’s business. Bye-laws shall be ratified at a quorate General Meeting.

(2) The bye-laws may regulate the following matters but are not restricted to them:

(a) the admission of members of the Society (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;

(b) the conduct of members of the Society in relation to one another, and to the Society’s employees and volunteers;

(c) the setting aside of the whole or any part or parts of the Society’s premises at any particular time or times or for any particular purpose or purposes;

(d) the procedure at General Meetings and meetings of the Trustees in so far as such procedure is not regulated by this constitution;

(e) the keeping and authenticating of records (if rules or bye-laws made under this clause permit records of the Society to be kept in electronic form and require a Trustee to sign the record, the rules or bye-laws must specify a method of recording the signature that enables it to be properly authenticated);

(f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.

(3) The Society in General Meeting has the power to alter, add to or repeal the rules or bye-laws.

(4) The Trustees must adopt such means as they think appropriate to bring the rules and bye-laws to the notice of members of the Society.

(5) The rules or bye-laws shall be binding on all members of the Society.  No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.