Constitution adopted on the 6th March 2008
Part 1
1. Adoption of the Constitution
The association and its property will be administered and managed in
accordance with the provisions in Parts 1 and 2 of this constitution.
2. The Name
The association’s name is The Charles Dickens (Malton) Society (and in this
document it is called the Charity).
3. The Objects
The Charity's objects (the Objects) are:
a. To raise the profile of the Charles Dickens’ connections with Malton, and in
so doing, attract more visitor time and spending in Malton.
b. To open up the Chancery Lane Office as a Charles Dickens Museum, acting as a
centre-piece for all other efforts.
c. To establish connections with other Charles Dickens interest groups.
d. To re-establish the Charles Dickens Festival in Malton.
e. To encourage support from other local authorities, businesses and residents.
f. To promote any other Charles Dickens related activity.
4. Application of the Income and Property
(1) The income and property of the Charity shall be applied solely towards the
promotion of the Objects.
(2) A Trustee may pay out of, or be reimbursed from, the property of the charity
reasonable expenses properly incurred by him or her when acting on behalf of the
Charity.
(3) None of the income or property of the Charity may be paid or transferred
directly or indirectly by way of dividend bonus or otherwise by way of profit to
any member of the Charity. This does not prevent:
(a) A member who is not also a Trustee from receiving reasonable and proper
remuneration for any goods or services supplied to the Charity;
(b) A Trustee from:
(i) buying goods or services from the Charity upon the same terms as other
members or members of the public;
(ii) receiving a benefit from the Charity in the capacity of a
beneficiary of the Charity, provided that the Trustees comply
with the provisions of sub clause (6) of this clause, or as a
member of the Charity and upon the same terms as other members;
(c) The purchase of indemnity insurance for the Trustees against any liability
that by virtue of any rule of law would otherwise attach to a trustee or other
officer in respect of any negligence, default breach of duty or breach of trust
of which he or she may be guilty in relation to the Charity but excluding:
(i) fines;
(ii) costs of unsuccessfully defending criminal prosecutions for
offences arising out of the fraud, dishonesty or wilful or reckless misconduct
of the Trustee or other officer;
(iii) liabilities to the Charity that result from conduct that the
Trustee or other officer knew or ought to have known was not in the best
interests of the Charity or in respect of which the person concerned did not
care whether that conduct was in the best interests of the Charity or not.
`
(4) No Trustee may be paid or receive any other benefit for being a Trustee.
(5) A Trustee may:
(a) sell goods, services or any interest in land to the Charity;
(b) be employed by or receive any remuneration from the Charity;
(c) receive any other financial benefit from the Charity,
if :
(d) he or she is not prevented from so doing by sub-clause (4) of this clause;
and
(e) the benefit is permitted by sub-clause (3) of this clause; or
(f) the benefit is authorised by the Trustees in accordance with the conditions
in sub-clause (6) of this clause.
(6) (a) If it is proposed that a Trustee should receive a benefit from the
Charity that is not already permitted under sub-clause (3) of this clause, he or
she must:
(i) declare his or her interest in the proposal;
(ii) be absent from that part of any meeting at which the
proposal is discussed and take no part in any discussion of it;
(iii) not be counted in determining whether the meeting is quorate;
(iv) not vote on the proposal.
(b) In cases covered by sub-clause (5) of this clause, those Trustees who do not
stand to receive the proposed benefit must be satisfied that it is in the
interests of the Charity to contract with or employ that Trustee rather than
with someone who is not a Trustee and they must record the reason for their
decision in the minutes. In reaching that decision the Trustees must balance the
advantage of contracting with or employing a Trustee against the disadvantage of
doing so (especially the loss of the Trustee’s services as a result of dealing
with the Trustee’s conflict of interest).
(c) The Trustees may only authorise a transaction falling within
paragraphs 5(a)–(c) of this clause if the Trustee body comprises a majority of
Trustees who have not received any such benefit.
(d) If the Trustees fail to follow this procedure, the resolution to confer a
benefit upon the Trustee will be void and the Trustee must repay to the Charity
the value of any benefit received by the Trustee from the Charity.
(7) A Trustee must absent himself or herself from any discussions of the
Trustees in which it is possible that a conflict will arise between his or her
duty to act solely in the interests of the Charity and any personal interest
(including but not limited to any personal financial interest) and take no part
in the voting upon the matter.
(8) In this Clause 4, “Trustee” shall include any person firm or company
connected with the Trustee.
5. Dissolution
(1) If the members resolve to dissolve the Charity the Trustees will remain in
office as Charity Trustees and be responsible for winding up the affairs of the
Charity in accordance with this clause.
(2) The Trustees must collect in all the assets of the Charity and must pay or
make provision for all the liabilities of the Charity.
(3) The Trustees must apply any remaining property or money
(a) directly for the Objects;
(b) by transfer to any Charity or charities for purposes the same as or similar
to the Charity;
(c) in such other manner as the Charity Commission for England
and Wales (“the Commission”) may approve in writing in advance.
(4) The members may pass a resolution before or at the same time as the
resolution to dissolve the Charity specifying the manner in which the Trustees
are to apply the remaining property or assets of the Charity and the Trustees
must comply with the resolution if it is consistent with paragraphs (a)–(c)
inclusive in sub-clause (3) above.
(5) In no circumstances shall the net assets of the Charity be paid to or
distributed among the members of the Charity (except to a member that is itself
a Charity).
(6) The Trustees must notify the Commission promptly that the Charity has been
dissolved. If the Trustees are obliged to send the Charity’s accounts to the
Commission for the accounting period which ended before its dissolution, they
must send the Commission the Charity’s final accounts.
6. Amendments
(1) The Charity may amend any provision contained in Part 1 of this
Constitution provided that
(a) no amendment may be made that would have the effect of making the Charity
cease to be a Charity at law;
(b) no amendment may be made to alter the Objects if the change would not be
within the reasonable contemplation of the members of or donors to the Charity;
(c) no amendment may be made to clause 4 without the prior written consent of
the Commission;
(d) any resolution to amend a provision of Part 1 of this constitution is passed
by not less than two thirds of the members present and voting at a general
meeting.
(2) Any provision contained in Part 2 of this constitution may be amended,
provided that any such amendment is made by resolution passed by a simple
majority of the members present and voting at a general meeting.
(3) A copy of any resolution amending this constitution shall be sent to the
Commission within twenty one days of it being passed.
Part 2
7. Membership
(1) Membership is open to individuals over eighteen or organisations who are
approved by the Trustees.
(2) (a) The Trustees may only refuse an application for membership if, acting
reasonably and properly, they consider it to be in the best interests of the
Charity to refuse the application.
(b) The Trustees must inform the applicant in writing of the reasons for the
refusal within twenty-one days of the decision.
(c) The Trustees must consider any written representations the applicant may
make about the decision. The Trustees’ decision
following any written representations must be notified to the applicant in
writing but shall be final.
(3) Membership is not transferable to anyone else.
(4) The Trustees must keep a register of names and addresses of the members
which must be made available to any member upon request.
8. Termination of Membership
Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist;
(2) the member resigns by written notice to the Charity unless, after the
resignation, there would be less than two members;
(3) any sum due from the member to the Charity is not paid in full within six
months of it falling due;
(4) the member is removed from membership by a resolution of the Trustees that
it is in the best interests of the Charity that his or her membership is
terminated. A resolution to remove a member from membership may only be passed
if:
(a) the member has been given at least twenty one days’ notice in writing of the
meeting of the Trustees at which the resolution will be proposed and the reasons
why it is to be proposed;
(b) the member or, at the option of the member, the member’s
representative (who need not be a member of the Charity) has been allowed to
make representations to the meeting.
9. General meetings
(1) The Charity must hold a general meeting within twelve months of the date of
the adoption of this constitution.
(2) An annual general meeting must be held in each subsequent year and not more
than fifteen months may elapse between successive annual general meetings.
(3) All general meetings other than annual general meetings shall be called
special general meetings.
(4) The Trustees may call a special general meeting at any time.
(5) The Trustees must call a special general meeting if requested to do so in
writing by at least ten members or one tenth of the membership, which ever is
the greater. The request must state the nature of the business that is to be
discussed. If the Trustees fail to hold the meeting within twenty-eight days of
the request, the members may proceed to call a special general meeting but in
doing so they must comply with the provisions of this Constitution.
10. Notice
(1) The minimum period of notice required to hold any general meeting of the
Charity is fourteen clear days from the date on which the notice is deemed to
have been given.
(2) A general meeting may be called by shorter notice, if it is so agreed by all
the members entitled to attend and vote.
(3) The notice must specify the date, time and place of the meeting and the
general nature of the business to be transacted. If the meeting is to be an
annual general meeting, the notice must say so.
(4) The notice must be given to all the members and to the Trustees.
11. Quorum
(1) No business shall be transacted at any general meeting unless a quorum is
present.
(2) A quorum is;
• Ten members entitled to vote upon the business to be conducted at the meeting;
or
• One tenth of the total membership at the time, whichever is the greater.
(3) The authorised representative of a member organisation shall be counted in
the quorum.
(4) If:
(a) a quorum is not present within half an hour from the time appointed for the
meeting; or
(b) during a meeting a quorum ceases to be present, the meeting shall be
adjourned to such time and place as the Trustees shall determine.
(5) The Trustees must re-convene the meeting and must give at least seven clear
days’ notice of the re-convened meeting stating the date time and place of the
meeting.
(6) If no quorum is present at the re-convened meeting within fifteen minutes of
the time specified for the start of the meeting the members present at that time
shall constitute the quorum for that meeting.
12. Chair
(1) General meetings shall be chaired by the person who has been elected as
Chair.
(2) If there is no such person or he or she is not present within fifteen
minutes of the time appointed for the meeting a Trustee nominated by the
Trustees shall chair the meeting.
(3) If there is only one Trustee present and willing to act, he or she shall
chair the meeting.
(4) If no Trustee is present and willing to chair the meeting within fifteen
minutes after the time appointed for holding it, the members present and
entitled to vote must choose one of their number to chair the meeting.
13. Adjournments
(1) The members present at a meeting may resolve that the meeting shall be
adjourned.
(2) The person who is chairing the meeting must decide the date time and place
at which meeting is to be re-convened unless those details are specified in the
resolution.
(3) No business shall be conducted at an adjourned meeting unless it could
properly have been conducted at the meeting had the adjournment not taken place.
(4) If a meeting is adjourned by a resolution of the members for more than seven
days, at least seven clear days’ notice shall be given of the re-convened
meeting stating the date time and place of the meeting.
14. Votes
(1) Each member shall have one vote but if there is an equality of votes the
person who is chairing the meeting shall have a casting vote in addition to any
other vote he or she may have.
(2) A resolution in writing signed by each member (or in the case of a member
that is an organisation, by its authorised representative) who would have been
entitled to vote upon it had it been proposed at a general meeting shall be
effective. It may comprise several copies each signed by or on behalf of one or
more members.
15. Representatives of Other Bodies
(1) Any organisation that is a member of the Charity may nominate any person to
act as its representative at any meeting of the Charity.
(2) The organisation must give written notice to the Charity of the name of its
representative. The nominee shall not be entitled to represent the organisation
at any meeting unless the notice has been received by the Charity. The nominee
may continue to represent the organisation until written notice to the contrary
is received by the Charity.
(3) Any notice given to the Charity will be conclusive evidence that the nominee
is entitled to represent the organisation or that his or her authority has been
revoked. The Charity shall not be required to consider whether the nominee has
been properly appointed by the organisation.
16. Officers and Trustees
(1) The Charity and its property shall be managed and administered by a
committee comprising the Officers and other members elected in accordance with
this Constitution. The Officers and other members of the committee shall be the
Trustees of the Charity and in this constitution are together called “the
Trustees”.
Role of the trustees
Charity trustees are the people who serve on the governing body of a charity.
They may be known as trustees, directors, board members, governors or committee
members. Charity trustees are responsible for the general control and management
of the administration of a charity.
Their responsibilities and duties are summarised on the next page. The great
majority of trustees serve as volunteers, and receive no payment for their work.
Charity trustees come from all walks of life, and are united by their wish to
create positive change in society. Most people are eligible to serve as
trustees. The work of a trustee should be rewarding and enjoyable, and an
opportunity to serve the community while learning new skills
(2) The Charity shall have the following Officers:
A chair
Main Responsibilities
a. Leading the trustees and members of the senior management team to
develop strategic plans for the charity.
b. Providing support and leadership to the Chief Executive and ensuring that
the charity is run in accordance with the decisions of the trustees and the
charity’s governing document.
c. Liaising with the Secretary, and Chief Executive to draft agendas for trustee
meetings and ensure that the business is covered efficiently and effectively
in those meetings.
e. Undertaking a leadership role in ensuring that the board of trustees fulfils
its responsibilities for the governance of the charity.
f. Acting as the channel of communication between the trustees and staff,
in situations where it does not undermine the charity’s senior
management team.
Main Duties
a. Planning, setting and chairing trustee meetings and AGMs.
b. Ensuring trustee decisions are acted upon.
c. Supporting and appraising the work of the Chief Executive, if appointed, and
other
appropriate members of the senior management team.
d. Leading disciplinary and appointment committees.
e. Representing the charity at functions, meetings and in the press and
broadcasting media.
f. Acting between full meetings of the board in authorising action to be taken
intra vires and signing cheques and legal documents in accordance with
relevant mandates.
g. Ensuring that the performance of the Board and the trustees is reviewed on
an annual basis.
A secretary
Main Responsibilities
a.To liaise with the Chair and Chief Executive, where appointed, to plan,
arrange and produce agendas for trustee meetings and subsequent minutes.
b. To act as secretary (unless a paid member of staff is delegated to this role)
and ensure that company law, charity law, and regulatory requirements are
complied with.
c. To ensure that all meetings comply with the requirements of the governing
document.
Main Duties
a. Arranging and administrating trustee meetings and any sub-committees
in line with legal, regulatory requirements and in accordance with the
governing document. This may be in partnership with a paid member
of staff.
b. Advise and guide the board of any legal and regulatory implications of the
charity’s strategic plan.
c. Acting as the custodian of the governing document, reviewing its
appropriateness and monitoring that the charity’s activities reflect the
objectives set out in the governing document.
d. Supporting the board in fulfilling their duties and responsibilities,
organising trustee induction and ongoing training.
e. Being the external point of contact for stakeholders and interested parties.
f. Acting as a counter-signatory on charity cheques and any applications
for funds.
g. Ensuring the charity’s stationery, orders, invoices, cheques and other
documents include all details required under company law and, if
applicable, charity law and/or VAT law.
A treasurer
Main Responsibilities
a.To oversee, and present budgets, accounts and financial statements to the
board
of trustees.
b. To ensure that proper accounts and records are kept, ensuring financial
resources
are spent and invested in line with good governance, legal and regulatory
requirements.
c. To be instrumental in the development and implementation of financial,
reserves
and investment policies.
Main Duties
a. Liaising, where applicable, with the appropriate member of staff responsible
for
the financial activities of the organisation.
b. Chairing any finance committee in line with standing orders and terms of
reference, and reporting back to the board of trustees.
c. Monitoring and advising on the financial viability of the charity .
d. Implementing and monitoring specific financial controls and systems are in
place
and adhered to.
e. Advising on the financial implications of the charity’s strategic plan.
g. Acting as a counter-signatory on charity cheques and any applications for
funds.
Trustees
Main Responsibilities
a. To ensure that the charity and its representatives function within the legal
and
regulatory framework of the sector and in line with the organisations’ governing
document, continually striving for best practice in governance.
b. To uphold the fiduciary duty invested in the position, undertaking such
duties in
a way that adds to public confidence and trust in the charity.
c. To take appropriate professional advice in all matters where there may be
material
risk to the charity, or where the Trustees may be in breach of their duties.
This
course of action will ensure the obligation to exercise their duty of care.
e. To determine the overall direction and development of the charity through
good
governance and clear strategic planning.
f. To avoid any personal conflict of interest.
Main Duties
a. Ensuring the charity complies with legislative and regulatory requirements,
and acts within the confines of its governing document and in furtherance
to organisational activities contained therein.
b. Acting in the best interest of the charity, beneficiaries and future
beneficiaries at all times.
c. Promoting and developing the charity in order for it to grow and maintain
its relevance to society.
d. Maintaining sound financial management of the charity’s resources,
ensuring expenditure is in line with the organisations’ objects, and
investment activities meet accepted standards and policies.
e. Interviewing, appointing and monitoring the work and activities of the
senior paid staff.
f. Ensuring the effective and efficient administration of the charity and its
resources, striving for best practice in good governance.
g. Acting as a counter-signatory on charity cheques and any applications for
funds, if appropriate.
h. To maintain absolute confidentiality about all sensitive/confidential
information received in the course of trustee’s responsibilities to
the charity.
Accountable to
As the board are responsible and liable for the governance and functioning of
the charity, they are accountable in varying degrees to a variety of
stakeholders, including: service users, members, funders, the Charity
Commission, and Companies House. Close attention must be given to the
governing document to ascertain the type of organisational structure and the
range of interested parties.
(3) A Trustee must be a member of the Charity or the nominated representative of
an organisation that is a member of the Charity.
(4) No one may be appointed a Trustee if he or she would be disqualified from
acting under the provisions of Clause 19.
(5) The number of Trustees shall be not less than three but (unless otherwise
determined by a resolution of the Charity in general meeting) shall not be
subject to any maximum.
(6) The first Trustees (including Officers) shall be those persons elected as
Trustees and Officers at the meeting at which this constitution is adopted.
(7) A Trustee may not appoint anyone to act on his or her behalf at meetings of
the Trustees.
17. The Appointment of Trustees
(1) The Charity in general meeting shall elect the Officers and the other
Trustees.
(2) The Trustees may appoint any person who is willing to act as a Trustee.
Subject to sub-clause 5(b) of this clause, they may also appoint Trustees to act
as officers.
(3) Each of the Trustees shall retire with effect from the conclusion of the
annual general meeting next after his or her appointment but shall be eligible
for re-election at that annual general meeting.
(4) No-one may be elected a Trustee or an Officer at any annual general meeting
unless prior to the meeting the Charity is given a notice that:
(a) is signed by a member entitled to vote at the meeting;
(b) states the member’s intention to propose the appointment of a person as a
Trustee or as an officer;
(c) is signed by the person who is to be proposed to show his or her willingness
to be appointed.
(5) (a) The appointment of a Trustee, whether by the Charity in general meeting
or by the other Trustees, must not cause the number of Trustees to exceed any
number fixed in accordance with this constitution as the maximum number of
Trustees.
(b) The Trustees may not appoint a person to be an Officer if a person has
already been elected or appointed to that office and has not vacated the office.
18. Powers of Trustees
(1) The Trustees must manage the business of the Charity and have the following
powers in order to further the Objects (but not for any other purpose):
(a) to raise funds. In doing so, the Trustees must not undertake any substantial
permanent trading activity and must comply with any relevant statutory
regulations;
(b) to buy, take on lease or in exchange, hire or otherwise acquire any property
and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the property
belonging to the Charity. In exercising this power, the Trustees must comply as
appropriate with sections 36 and 37 of the Charities Act 1993;
(d) to borrow money and to charge the whole or any part of the property
belonging to the Charity as security for repayment of the money borrowed. The
Trustees must comply as appropriate with sections 38 and 39 of the Charities Act
1993 if they intend to mortgage land;
(e) to co-operate with other charities, voluntary bodies and statutory
authorities and to exchange information and advice with them;
(f) to establish or support any charitable trusts, associations or institutions
formed for any of the charitable purposes included in the Objects;
(g) to acquire, merge with or enter into any partnership or joint venture
arrangement with any other Charity formed for any of the Objects;
(h) to set aside income as a reserve against future expenditure but only in
accordance with a written policy about reserves;
(j) to obtain and pay for such goods and services as are necessary for carrying
out the work of the Charity;
(k) to open and operate such bank and other accounts as the Trustees consider
necessary and to invest funds and to delegate the management of funds in the
same manner and subject to the same conditions as the Trustees of a trust are
permitted to do by the Trustee Act 2000;
(l) to do all such other lawful things as are necessary for the achievement of
the Objects;
(2) No alteration of this constitution or any special resolution shall have
retrospective effect to invalidate any prior act of the Trustees;
(3) Any meeting of Trustees at which a quorum is present at the time the
relevant decision is made may exercise all the powers exercisable by the
Trustees.
19. Disqualification and Removal of Trustees
A Trustee shall cease to hold office if he or she:
(1) is disqualified for acting as a Trustee by virtue of
section 72 of the Charities Act 1993 (or any statutory re-enactment or
modification of that provision);
(2) ceases to be a member of the Charity;
(3) becomes incapable by reason of mental disorder, illness
or injury of managing and administering his or her own affairs;
(4) resigns as a Trustee by notice to the Charity (but only
if at least two Trustees will remain in office when the notice of resignation is
to take effect); or
(5) is absent without the permission of the Trustees from all
their meetings held within a period of six consecutive months and the Trustees
resolve that his or her office be vacated.
20. Proceedings of Trustees
(1) The Trustees may regulate their proceedings as they think fit, subject to
the provisions of this constitution.
(2) Any Trustee may call a meeting of the Trustees.
(3) The secretary must call a meeting of the Trustees if requested to do so by a
Trustee.
(4) Questions arising at a meeting must be decided by a majority of votes.
(5) In the case of an equality of votes, the person who chairs the meeting shall
have a second or casting vote.
(6) No decision may be made by a meeting of the Trustees unless a quorum is
present at the time the decision is purported to be made.
(7) The quorum shall be two or the number nearest to one third of the total
number of Trustees, whichever is the greater or such larger number as may be
decided from time to time by the Trustees.
(8) A Trustee shall not be counted in the quorum present when any decision is
made about a matter upon which that Trustee is not entitled to vote.
(9) If the number of Trustees is less than the number fixed as the quorum, the
continuing Trustees or Trustee may act only for the purpose of filling vacancies
or of calling a general meeting.
(10)The person elected as the Chair shall chair meetings of the Trustees.
(11)If the Chair is unwilling to preside or is not present within ten minutes
after the time appointed for the meeting, the Trustees present may appoint one
of their number to chair that meeting.
(12)The person appointed to chair meetings of the Trustees shall have no
functions or powers except those conferred by this constitution or delegated to
him or her in writing by the Trustees.
(13)A resolution in writing signed by all the Trustees entitled to receive
notice of a meeting of Trustees or of a committee of Trustees and to vote upon
the resolution shall be as valid and effectual as if it had been passed at a
meeting of the Trustees or (as the case may be) a committee of Trustees duly
convened and held.
(14)The resolution in writing may comprise several documents containing the text
of the resolution in like form each signed by one or more Trustees.
21. Non-trustees
Non-trustees should be available to serve on sub-committees
22. Delegation
(1) The Trustees may delegate any of their powers or functions to a committee of
two or more Trustees but the terms of any such delegation must be recorded in
the minute book.
(2) The Trustees may impose conditions when delegating, including the conditions
that:
• the relevant powers are to be exercised exclusively by the committee to whom
they delegate;
• no expenditure may be incurred on behalf of the Charity except in accordance
with a budget previously agreed with the Trustees.
(3) The Trustees may revoke or alter a delegation.
(4) All acts and proceedings of any committees must be fully and promptly
reported to the Trustees.
23. 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 Charity 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 Charity.
24. Minutes
The Trustees must keep minutes of all:
(1) appointments of Officers and Trustees made by the Trustees;
(2) proceedings at meetings of the Charity;
(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.
25. 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 Charity;
(b) the preparation of annual statements of account for the Charity;
(c) the transmission of the statements of account to the Charity;
(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.
26. Registered particulars
The Trustees must notify the Commission promptly of any changes to
the Charity’s entry on the Central Register of Charities.
27. Property
(1) The Trustees must ensure the title to:
(a) all land held by or in trust for the Charity that is not vested in the
Official Custodian of Charities; and
(b) all investments held by or on behalf of the Charity, is vested either in a
corporation entitled to act as custodian Trustee or in not less that 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 Charity.
(3) The Trustees may remove the holding Trustees at any time.
28. 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 Charity (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.
29. Notices
(1) Any notice required by this constitution to be given to or by any person
must be:
(a) in writing; or
(b) given using electronic communications.
(2) The Charity may give any notice to a member either:
(a) personally; or
(b) by sending it 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 giving it using electronic communications to the member’s address.
(3) A member who does not register an address with the Charity or who registers
only a postal address that is not within the United Kingdom shall not be
entitled to receive any notice from the Charity.
(4) A member present in person at any meeting of the Charity shall be deemed to
have received notice of the meeting and of the purposes for which it was called.
(5) (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 sent in
accordance with guidance issued by the Institute of Chartered Secretaries and
Administrators shall be conclusive evidence that the notice was given.
(c) A notice shall be deemed to be given 48 hours after the envelope containing
it was posted or, in the case of an electronic communication, 48 hours after it
was sent.
30. Rules
(1) The Trustees may from time to time make rules or bye-laws for the conduct of
their business.
(2) The bye-laws may regulate the following matters but are not restricted to
them:
(a) the admission of members of the Charity (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 Charity in relation to one another, and to the
Charity’s employees and volunteers;
(c) the setting aside of the whole or any part or parts of the Charity’s
premises at any particular time or times or for any particular purpose or
purposes;
(d) the procedure at general meeting 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 regulations made under this
clause permit records of the Charity to be kept in electronic form and requires
a Trustee to sign the record, the regulations 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 Charity 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 sufficient to bring the
rules and bye-laws to the notice of members of the Charity.
(5) The rules or bye-laws shall be binding on all members of the Charity. No
rule or bye-law shall be inconsistent with, or shall affect or repeal anything
contained in, this constitution.
Author:Malcolm Chalk (WWSM)
Date:06/09/2008
