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Articles of Association

Heene Community Centre

Articles of Association

Heene Community Association Ltd 

Company limited by Guarantee as at 01/08/2024

Charity Registration Number 1210439

Company Registration Number 15870219

Companies Acts 2006

Company Limited by Guarantee

 

 

ARTICLES OF ASSOCIATION

 

of

 

HEENE COMMUNITY ASSOCIATION LTD

 

                                                                                                   

 

  1. Objects

 

  • The Objects of the Charity are:
  • To manage, operate and promote the Heene Community Centre for the benefit of the inhabitants of the area of benefit without distinction of sex, sexual orientation, nationality, age, disability, race or of political, religious or other opinions by associating together the said inhabitants and the statutory authorities, voluntary and other organisations in a common effort to advance education 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;
  • To establish or secure the establishment of a community centre and to manage and maintain the same.
  • To promote such other charitable purposes as may from time to time be determined.

The area of benefit shall be the railway line to the north, the sea to the south, Chapel Road to the east and George V Avenue to the west.

 

  • This Article 1 may be amended by special resolution but only with the prior written consent of the Commission.

 

  1. Powers

 

The Charity has the following powers, which may be exercised only in promoting the Objects:

2.1          to accept gifts and grants, and to raise funds (but not by means of taxable trading except to the extent permitted by the Commission);

2.2         to borrow money;

2.3          to charge the whole or any part of its property as security for the repayment of money borrowed or for other obligations (but so that the Charity must comply with restrictions made by the Charities Act if it wishes to mortgage land);

  • to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

2.5         to sell, lease or otherwise dispose of all or any part of its property (but so that in exercising this power, the Charity must comply with restrictions made by the Charities Act);

2.6          to employ and remunerate such staff as are necessary for carrying out the work of the Charity (but so that the Charity may only employ or remunerate a Trustee to the extent that it is permitted to do so by Clause 6 and provided it complies with the conditions of that clause);

2.7         to deposit or invest its funds in any manner (but to invest only after obtaining such advice from a financial expert as the Trustees consider necessary and having regard to the suitability of investments and the need for diversification);

2.8         to arrange for investments or other property of the Charity to be held in the name of a nominee company acting under the direction of the Trustees or controlled by a financial expert acting under their instructions, and to pay any reasonable fee required;

2.9          to insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required;

2.10       to establish or acquire subsidiary companies;

2.11       to do anything else within the law which promotes or helps to promote the Objects.

 
  1. The Trustees

 

3.1         The Trustees as charity trustees have control of the Charity and its property and funds.

  • The subscribers to the Memorandum (being the first Members) are also the first Trustees. Subsequent Trustees are elected by the Members or co-opted by the Trustees.
  • The Trustees when complete consist of at least 3 and not more than 15 individuals over the age of 18, all of whom must support the Objects.
  • A Trustee may not act as a Trustee unless he/she:
  • is a Member; and
  • has signed a written declaration of willingness to act as a charity trustee of the Charity.
    • One third (or the number nearest one third) of the Trustees must retire at each AGM, those longest in office retiring first and the choice between any of equal service being made by drawing lots.  A Trustee who retires under this Article 3.5 may be reappointed.

3.6         A Trustee’s term of office as such automatically terminates if he/she:

(1)          is disqualified under the Charities Act from acting as a charity trustee;

(2)          is incapable, whether mentally or physically, of managing his/her own affairs;

(3)          is absent without permission from 3 consecutive meetings of the Trustees and is a majority of the other Trustees resolve that his/her term of office shall terminate; or

(4)          resigns by written notice to the Trustees (but only if at least two Trustees will remain in office); or

        (5)          is removed by resolution passed by two-thirds of the total number of other Trustees after the Trustee concerned has been invited to make a written or verbal statement to the meeting and the other Trustees have considered the matter in the light of any such statement;

(6)           is removed by the Members at a general meeting under the Companies Act.

3.7          The Trustees may at any time co-opt any individual who is eligible under Article 3.3 as a Trustee to fill a vacancy in their number or (subject to the maximum number permitted by Article 3.3) as an additional Trustee, but a co-opted Trustee holds office only until the next AGM.

  • A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

 

  1. Trustees’ proceedings

 

4.1          The Trustees must hold at least 3 meetings each year.

4.2          A quorum at a meeting of the Trustees is 3 Trustees or one third of the Trustees (if greater).

  • A meeting of the Trustees may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all the other participants but at least one meeting in each year must be held in person.

4.4         The Chairman or (if the Chairman is unable or unwilling to do so) some other             Trustee chosen by the Trustees present presides at each meeting.

4.5         Any issue may be determined by a simple majority of the votes cast at a meeting, but a resolution in writing agreed by all the Trustees (other than any Conflicted Trustee who has not been authorised to vote) is as valid as a resolution passed at a meeting. For this purpose the resolution may be contained in more than one document.

  • Every Trustee has one vote on each issue but, in case of equality of votes, the chairman of the meeting has a second or casting vote.

4.7          A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

 

  1. Trustees’ powers

 

The Trustees have the following powers in the administration of the Charity in their capacity as Trustees:

5.1          To appoint (and remove) any person (who may be a Trustee) to act as Secretary in accordance with the Companies Act.

  • To appoint a Chairman, a Treasurer and other honorary officers from among               their number.

5.3          To delegate any of their functions to committees consisting of two or more individuals appointed by them. At least one member of every committee must be a Trustee and all proceedings of committees must be reported promptly to the Trustees.

5.4          To make standing orders consistent with the Articles and the Companies Act to govern proceedings at general meetings.

5.5          To make rules consistent with the Articles and the Companies Act to govern their proceedings and proceedings of committees.

5.6          To make regulations consistent with the Articles and the Companies Act to govern the administration of the Charity and the use of its seal (if any).

5.7          To establish procedures to assist the resolution of disputes or differences within the Charity.

5.8          To exercise in their capacity as Trustees any powers of the Charity which are not reserved to the Members.

 

  1. Benefits and Conflicts

 

6.1          The property and funds of the Charity must be used only for promoting the Objects and do not belong to the Members but:

(1)          Members who are not Trustees or Connected Persons may be employed by or enter into contracts with the Charity and receive reasonable payment for goods or services supplied; and,

Subject to compliance with Article 6.4:

    (2)         Members, Trustees and Connected Persons may be paid interest at a reasonable rate on money lent to the Charity;

    (3)          Members, Trustees and Connected Persons may be paid a reasonable rent or hiring fee for property let or hired to the Charity; and

    (4)         Members, Trustees and Connected Persons may receive charitable benefits on the same terms as any other Beneficiaries.

6.2          A Trustee must not receive any payment of money or other material benefit (whether directly or indirectly) from the Charity except:

(1)          as mentioned in Articles 6.1 or 6.3;

(2)          reimbursement of reasonable out-of-pocket expenses (including hotel             and travel costs) actually incurred in running the Charity;

(3)          the benefit of indemnity insurance as permitted by the Charities Act;

  • an indemnity in respect of any liabilities properly incurred in running the Charity (including the costs of a successful defence to criminal               proceedings);
  •     in exceptional cases, other payments or benefits (but only with the           written consent of the Commission in advance and where required by              the Companies Act the approval or affirmation of the Members).

6.3          No Trustee or Connected Person may be employed by the Charity except in accordance with Article 6.2(5), but any Trustee or Connected Person may enter into a written contract with the Charity, as permitted by the Charities Act, to supply services in return for a payment or other material benefit but only if:

                (1)          the services are actually required by the Charity, and the Trustees decide that it is in the best interests of the Charity to enter into such a contract;

(2)          the nature and level of the remuneration is no more than is reasonable in relation to the value of the goods or services and is set in accordance with the procedure in Article 6.4; and

(3)          no more than half of the Trustees are party to such a contract in any financial year.

6.4          Subject to Clause 6.5, any Trustee who becomes a Conflicted Trustee in relation to any matter must:

                (1)          declare the nature and extent of his or her interest before discussion begins on the matter;

(2)          withdraw from the meeting for that item after providing any information requested by the Trustees;

(3)          not be counted in the quorum for that part of the meeting; and

(4)          be absent during the vote and have no vote on the matter.

  • When any Trustee is a Conflicted Trustee, the Trustees who are not Conflicted Trustees, if they form a quorum without counting the Conflicted Trustee and are satisfied that it is in the best interests of the Charity to do so, may by resolution passed in the absence of the Conflicted Trustee authorise the Conflicted Trustee, notwithstanding any conflict of interest or duty which has arisen or may arise for the Conflicted Trustee, to:
  • continue to participate in discussions leading to the making of a decision and/or to vote, or
  • disclose to a third party information confidential to the Charity, or
  • take any other action not otherwise authorised which does not involve the receipt by the Conflicted Trustee or a Connected Person of any payment or material benefit from the Charity or
  • refrain from taking any step required to remove the conflict.

6.6         This Article 6 may be amended by special resolution but, where the result could permit any material benefit to a Trustee or Connected Person, only with the prior written consent of the Commission.

 

  1. Records and Accounts

 

7.1          The Trustees must comply with the requirements of the Companies Act and of the Charities Act as to keeping records, the audit or independent examination of accounts and the preparation and transmission to the Registrar of Companies and the Commission of information required by law including:

                (1)          annual returns;

                (2)          annual reports; and

                (3)          annual statements of account.

7.2          The Trustees must also keep records of:

(1)          all proceedings at meetings of the Trustees;

(2)          all resolutions in writing;

(3)          all reports of committees; and

(4)          all professional advice obtained.

  • Accounting records relating to the Charity must be made available for inspection by any Trustee at any time during normal office hours.
  • A copy of these Articles and latest available statement of account must be supplied on request to any Trustee. Copies of the latest accounts must also be supplied in accordance with the Charities Act to any other person who makes a written request and pays the Charity’s reasonable costs.

 

  1. Membership

 

8.1          The Charity must maintain a register of Members.

8.2         The subscribers to the Memorandum are the first Members.

8.3         Membership is open to any person interested in furthering the Objects whose application for membership is approved by the Trustees.

8.4         The form and the procedure for applying for Membership is to be prescribed by the Trustees.

8.5          Membership is not transferable.

8.6          The Trustees may establish different classes of Members and set out their respective rights and obligations.

8.7          Membership is terminated if the Member concerned:

(1)          gives written notice of resignation to the Charity; or

(2)          is removed from membership by resolution of the Trustees but only after notifying the member in writing and considering the matter in the light of any written representations which the member concerned notifies to the Charity within 14 clear days after receiving written notice of the proposed removal and any reasons for such proposal.

 

  1. General Meetings

 

9.1          Members are entitled to attend general meetings in person or by proxy (but only if the appointment of a proxy is in writing and notified to the Charity before the commencement of the meeting).

9.2         General meetings are called on at least 14 and not more than 28 clear days’ written notice indicating the business to be discussed and (if a special resolution is to be proposed) setting out the terms of the proposed special resolution.

9.3          There is a quorum at a general meeting if the number of Members present in person or by proxy is at least two.

  • The chairman at a general meeting is elected by the Members present in person or by proxy in his/her capacity as a Member and not as proxy for another Member.
  • Except where otherwise provided by the Articles or the Companies Act, every             issue is decided by simple majority vote.
  • Every Member present in person or by proxy has one vote on each issue.

9.7         Except where otherwise provided by the Articles or the Companies Act, a written resolution (whether an ordinary resolution or a special resolution) is as valid as an equivalent resolution passed at a general meeting. For this purpose the written resolution may be set out in more than one document.

9.8          The Charity must hold an AGM in every year.

9.9          Members must annually at the AGM:

(1)         receive the accounts of the Charity for the previous financial year;

(2)          receive a written report on the Charity’s activities;

(3)          be informed of the retirement of those Trustees who wish to retire or who are retiring by rotation under Article 3.5;

(4)         elect Trustees to fill the vacancies arising;

(5)         appoint reporting accountants or auditors for the Charity;

9.10       Members may also from time to time:

  • confer on any individual (with his/her consent) the honorary title of             Patron, President or Vice-President of the Charity; and
  •   discuss and determine any issues of policy or deal with any other               business put before them by the Trustees.

9.11        A general meeting may be called by the Trustees at any time and must be called within 21 days of a written request from any of the following:

(1)          one or more Trustees; or

(2)          at least 10% of the Membership; or

(3)          (where no general meeting has been held within the last 12 months) at least 5% of the Membership.

9.12        A technical defect in the appointment of a Member of which the Members are unaware at the time does not invalidate a decision taken at a general meeting or a Written Resolution.

 

  1. Limited Liability

 

The liability of Members is limited.

 

  1. Guarantee

 

Every Member promises, if the Charity is dissolved while he/she remains a Member or within 12 months after he/she ceases to be a member, to pay up to £1 towards:

  • payment of those debts and liabilities of the Charity incurred before he/she ceased to be a Member;
  • payment of the costs, charges and expenses of winding up; and
  • the adjustment of rights of contributors among themselves.

 

  1. Communications

 

  • Notices and other documents to be served on Members or Trustees under the Articles or the Companies Act may be served:
  • by hand;
  • by post;
  • by suitable electronic means; or

                through publication in the Charity’s newsletter or on the Charity’s website.

12.2        The only address at which a Member is entitled to receive notices sent by post is an address in the U.K. shown in the register of Members.

12.3        Any notice given in accordance with these Articles is to be treated for all purposes as having been received:

(1)          24 hours after being sent by electronic means, posted on the Charity’s website or delivered by hand to the relevant address;

(2)          two clear days after being sent by first class post to that address;

(3)          three clear days after being sent by second class or overseas post to that address;

(4)          immediately on being handed to the recipient personally;

                or, if earlier,

(5)          as soon as the recipient acknowledges actual receipt.

12.4        A technical defect in service of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

 

  1. Dissolution

 

13.1        If the Charity is dissolved, the assets (if any) remaining after providing for all its liabilities must be applied in one or more of the following ways:

                (1)          by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects;

                (2)          directly for the Objects or for charitable purposes which are within or similar to the Objects;

                (3)          in such other manner consistent with charitable status as the Commission approves in writing in advance.

13.2      A final report and statement of account must be sent to the Commission.

13.3        This provision may be amended by special resolution but only with the prior written consent of the Commission.

 

  1. Interpretation

 

  • The Articles are to be interpreted without reference to the model articles under the Companies Act, which do not apply to the Charity.
  • In the Articles, unless the context indicates another meaning, the terms shown in this clause 14.2 shall have the meanings given for them:

‘AGM’                                         an annual general meeting of the Charity;

‘the Articles’                            the Charity’s Articles of Association and ‘Article’ refers to a particular Article;

‘Beneficiaries’                         people living or working in the area of benefit as defined in Article 1;

‘Chairman’                                the chairman of the Trustees;

‘the Charity’                             the company governed by the Articles;

‘the Charities Act’                  the Charities Acts 1992 to 2011;

‘charity trustee’                      has the meaning prescribed by the Charities Act;

‘clear day’                                 does not include the day on which notice is given or the day of the meeting or other event;

‘the Commission’                   the Charity Commission for England and Wales or any body which replaces it;

‘the Companies Act’              the Companies Act 2006;

‘Conflicted Trustee’              a Trustee in respect of whom a conflict of interest arises or may reasonably arise because the Conflicted Trustee or a Connected Person is receiving or stands to receive a benefit (other than payment of a premium for indemnity insurance) from the Charity, or has some separate interest or duty in a matter to be decided, or in relation to information which is confidential to the Charity;

‘Connected Person’              in relation to a Trustee, a person with whom the Trustee shares a common interest such that he/she may reasonably be regarded as benefiting directly or indirectly from any material benefit received by that person, being either a member of the Trustee’s family or household or a person or body who is a business associate of the Trustee, and (for the avoidance of doubt) does not include a company with which the Trustee’s only connection is an interest consisting of no more than 1% of the voting rights;

‘electronic means’                 refers to communications addressed to specified individuals by telephone, fax or email or, in relation to meetings, by telephone conference call or video conference;

‘financial expert’                    an individual, company or firm authorised to give investment advice under the Financial Services and Markets Act 2000;

‘financial year’                        the Charity’s financial year;

‘indemnity insurance’          insurance against personal liability incurred by any Trustee for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the act or omission amounts to a criminal offence or the Trustee concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty;

‘material benefit’                  a benefit, direct or indirect, which may not be financial but has a monetary value;

‘Member’ and

‘Membership’                         refer to membership of the Charity;

‘Memorandum’                     the Charity’s Memorandum of Association;

‘month’                                     calendar month;

‘nominee company’             a corporate body registered or having an established place of business in England and Wales which holds title to property for another;

‘the Objects’                            the Objects of the Charity as defined in Article 1;

‘Resolution in writing’          a written resolution of the Trustees;

‘Secretary’                                a company secretary;

‘special resolution’                a resolution of which at least 14 days’ notice has been given agreed by a 75% majority of the Members present and voting at a general meeting or in the case of a written resolution by Members who together hold 75% of the voting power;

‘taxable trading’                     carrying on a trade or business in such manner or on such a scale that some or all of the profits are subject to corporation tax;

‘Trustee’                                    a director of the Charity and ‘Trustees’ means the directors;

‘written’ or ‘in writing’         refers to a legible document on paper or a document sent by electronic means which is capable of being printed out on paper;

‘written resolution’               refers to an ordinary or a special resolution which is in writing;

‘year’                                          calendar year.

14.3       Expressions not otherwise defined which are defined in the Companies Act have the same meaning.

14.4       References to an Act of Parliament are to that Act as amended or re-enacted from time to time and to any subordinate legislation made under it.

 

 

  1. NAME

The name of the charity shall be the Heene Community Association (hereinafter called “the Association”)

  • OBJECTS

The objects of the Association are to:

  • Promote the benefit of the inhabitants of the area of benefit without distinction of sex, sexual orientation, nationality, age, disability, race or of political, religious or other opinions by associating together the said inhabitants and the statutory authorities, voluntary and other organisations in a common effort to advance education 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;
  • Establish, or to secure the establishment, of a Community Centre (hereinafter called “the Centre”) and to maintain and manage the same (whether alone or in cooperation with any statutory authority or other person or body) in furtherance of the above objects;
  • Promote such other charitable purposes as may from time to time be determined;

The Association shall be non-party in politics and non-sectarian in religion. The area of benefit shall be the railway line to the north, the sea to the south, Chapel Road to the east and George V Avenue to the west.

  • POWERS

In furtherance of the said objects, but not otherwise, the Association shall have power to:

  • Co-operate with other voluntary organisations, statutory authorities and individuals;
  • Establish or support a local forum of representatives of community groups, voluntary organisations, statutory authorities and individuals in community work;
  • Promote and develop or to assist in the promotion and development of community organisations and community social enterprises in the area of benefit;
  • Acquire and distribute funds and to assist in the provision of grants to community organisations in the area of benefit;
  • Arrange and provide for, either alone or with others, the holding of exhibitions, meetings, lectures, classes, seminars or training courses, and all forms of recreational and other leisure-time activities;
  • Collect and disseminate information on all matters relating to its objects, and to exchange such information with other bodies having similar objects whether in the United Kingdom or elsewhere;
  • Write, print or publish, in whatever form, such papers, books, periodicals, pamphlets and to issue or circulate the same whether for payment or otherwise;
  • Purchase, take on lease or in exchange, hire or otherwise lawfully acquire such property or other rights and privileges as may be necessary for the promotion of its objects, and to construct, maintain or alter the same, SUBJECT TO the provisions of Clause 17 hereof;
  • Make regulations for the proper supervision, control and management of any property which may be so acquired;
  • Sell, let, dispose of or turn to account all or any of its property or assets SUBJECT TO such consents as may be required by law;
  • Raise funds and invite or receive donations and contributions, whether by subscription or otherwise, PROVIDED THAT the Association shall not undertake any substantial trading activities except as allowed under current charity law and shall take all reasonable steps to ensure that no trading income is liable to tax;
  • Support any charitable trusts, associations or institutions formed for all of the objects;
  • Receive money on deposit or loan or overdraft, in such manner as the Association may think fit, SUBJECT TO such consents or on such conditions as may be required by law;
  • Invest money not immediately required for its objects in or upon such investments, securities or property as the Association may think fit, SUBJECT NEVERTHELESS to such conditions (if any) as may for the time being be imposed by law;
  • Borrow money, and SUBJECT TO such consents as may be required by law, to charge all or any of the property of the Association with the repayment of money so borrowed;
  • Subject to clause 13 hereof, employ such persons as are necessary for the proper pursuit of the objects and make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
  • Remunerate any member of the Management Committee for professional services rendered to the Association PROVIDED THAT:
  1. Such member shall not be present at or take part in any discussions or decision relating to such remuneration;
  1. Any decision to remunerate such member shall be taken unanimously by the other members present and voting at the meeting at which the decision is made;
  2. The other members are satisfied that the level of remuneration is reasonable and proper having regard to the services rendered by such members to the Association;
  1. The other members are satisfied that the services rendered to the Association are of special value to the Association having regard to such member’s ability, qualifications, or experience and/or to the level of remuneration for which he/she has agreed to provide them;
  • The number of such members for the time being in receipt of remuneration shall not exceed a minority of members of the Management Committee:
  • Insure and arrange insurance cover and to indemnify its employees and voluntary workers from and against all such risks incurred in the course of the performance of their duties as may be thought fit;
  • Provide indemnity insurance for the members of the Management Committee (or any of them) out of the funds of the Association PROVIDED any such insurance shall not extend to any claim arising from any act or omission which the members of the Management Committee (or any of them) knew to be a breach of duty or breach of trust or which was committed by members of the Management Committee (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not;
  • Affiliate to any local federation or other organisations with similar charitable objects;
  • Do all such other lawful things as shall further the charitable objects of the Association.
  • MEMBERSHIP
  • Membership shall be open, irrespective of sex, sexual orientation, nationality, age, disability and race or of political, religious or other opinions to:
  • Individuals aged eighteen years or over who shall be known as individual Members
  • Individuals aged under eighteen years who shall be known as Junior Members and who may be admitted to membership subject to such conditions as the Management Committee may decide. They shall have the power to elect two of their number to represent them, without the right to vote, at meetings of the Management Committee. Any Junior Member may attend General Meetings as observers but shall not have the right to vote.
  • Associations and organisations, whether corporate or unincorporated, (and including branches of national or international organisations) whichare voluntary or non-profit-distributing,and which wish to support the objects of the Association, which shall be known as Affiliated Groups;
  • The Statutory Authorities in whose administrative area the area of benefit lies.
  • Eachmember organisation as set out in Clause 4 (a) (iii) and (iv) above and eachSection established in accordance with Clause 6 below shall nominate one individual personbeing a member thereof to vote on its behalf at General Meetings of the Association; and may nominate an alternate being a member thereof to replace him/her at such meetings if the nominee is unable to attend. In the event of such individual person resigning or leaving the member organisation he or she shall forthwith cease to be the nominee thereof. The member organisation concerned shall have the right to nominate a replacement, informing the Secretary in writing.
  • Individual members admitted under Clause 4(a) (i) or nominated under Clause (a) (i), and Clause 4 (b) shall hereinafter referred to as ‘members with power to vote’
  • The Committee shall keep a register of all its members and a record of any subscriptions paid. Only those members recorded in the register 21 days prior to the Annual General Meeting shall have the power to vote.
  • SUBSCRIPTIONS

Members shall pay such subscriptions as the Management Committee may from time to time determine.

  • SECTIONS

Groups of individuals, being individual or junior may, with the permission of the Management Committee, through the manager, form themselves into Sections for the furtherance of activities that support the objects of the Association. The following provisions apply to Sections:

  1. The Management Committee shall determine the terms of reference and functions of each such Section and the duration of its activities;
  • No Section may disregard any instruction of the Management Committee or carry on any activity that may, in the Management Committee’s opinion, conflict with the Association’s objects, the Standing Orders or any decision made by the Management Committee;
  • Sections may fundraise for their activities with the permission of the Management Committee.;
  • Sections may hold such funds as shall be agreed from time to time with the Management Committee;
  • Sections and members thereof shall have no power of management control over any part of the Association’s assets.
  • RESIGNATION AND TERMINATION OF MEMBERSHIP
  1. Any member of the Association may resign his/her membership and any    representative of a member organisation or Section mayresign such position, by giving to the Secretary of the Association written notice to that effect.
  • The Management Committee may, by resolution passed at a meeting thereof, terminate or suspend the membership of any member, if in its opinion, his/her conduct is prejudicial to the interests and objects of the Association, PROVIDED THAT the individual member or representative of the member organisation (as the case may be) shall have the right to be heard by the Management Committee before the final decision is made. There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.
  • GENERAL MEETINGS OF THE ASSOCIATION
  • Annual General Meetings:

Once in each calendar year an Annual General Meeting of the Association shall be held at such a time and place as the Management Committee shall determine, being not more than fifteen months after the adoption of this constitution and thereafter the holding of the preceding Annual General Meeting. The Secretary shall give at least twenty-one clear days notice of the Annual General Meeting; shall be givenindividually to members or posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit.

The Chair of the Management Committee shall be the chair of the Annual General Meeting but if he or she is not present, before any business is transacted, the persons present shall appoint a chair of the meeting.

The business of each Annual General Meeting shall be:

  • To receive the Annual Report of the Management Committee, which shall incorporate the accounts of the Association referred to below, and give an account of the work of the Association and its activities during the preceding year;
  • To receive the accounts of the Association for the preceding financial year;
  • To elect the Honorary Officers of the Association in accordance with Clause 9 hereof;
  • To elect members to serve on the Management Committee, in accordance with Clause 10 (a) (ii) hereof;
  • To appoint one or more qualified auditors or independent examiners for the coming year to audit or examine the accounts of the Association in accordance with the Charities Act 1993 (or any statutory modification or re-enactment of the Act);
  • To consider any other business of which due notice has to be given;

(b) Special General Meetings:

The Chair of the Management Committee may at any time at his/her discretion and the Secretary shall within twenty one days of receiving a written request so to do signed by not less than ten members with power to vote and giving reasons for the request, call a Special General Meeting of Meeting of the Association to consider the business specified on the notice of meeting and for no other purpose. The Secretary shall give at least fourteen clear days notice of the Special General Meeting individually to members or posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit.

The Chair of the Management Committee shall act as chair of the Special Meeting, if both the Chair and the Vice Chair are absent from any meeting, the members present shall choose one of their number to chair of the meeting before any other business is transacted.

  • HONORARY OFFICERS
  • Only members of the Association aged eighteen years and over shall be eligible to serve as Honorary Officers.
  • The members with the power to vote present at the Annual General Meeting shall elect a Treasurer and Secretary of the Association and such other Honorary Officers as the Association may from time to time decide who shall serve in their respective capacities as Honorary Officers of the Management Committee. Such Honorary Officers may be appointed as members of any sub-committee established in accordance with Clause 11 hereof.
  • At its first meeting after the Annual General Meeting the Management Committee shall elect from among its members a Chair and Vice Chair. Such Honorary Officers may be appointed as members of any sub-committee established in accordance with Clause 11 hereof.
  • An Honorary Officer shall cease to hold office if he/she notifies the Secretary of the Association in writing of his/her resignation.
  • If a vacancy occurs by death, resignation or disqualification among the Honorary Officers of the Association, the Management Committee shall have the power to fill it from among its members.
  • Subject to sub-clause (d) of this clause, all Honorary Officers shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for re-election.
  1. THE MANAGEMENT COMMITTEE

The policy and general management of the affairs of the Association shall be directed by the Management Committee which shall hold at least four ordinary meetings each year. A special meeting may be called at any time by the Chair or by any two members of the Management Committee upon not less than four clear days notice being given to the other members of the Management Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than twenty one clear days notice must be given. As the charity trustees, the Management Committee shall have power to enter into contracts for the purposes of the Association on behalf of all members and may exercise on behalf of the Association any or all of the powers enumerated in Clause 3 hereof.

  • The Management Committee shall consist of:
  • The Honorary Officers elected under Clause 9 hereof;
  • Up to 12 individuals elected by the members with the power to vote present at the Annual General Meeting;
  • Persons co-opted individually by the Management Committee who shall serve on the Management Committee until the conclusion of the next Annual General Meeting PROVIDED THAT the number of co-opted members shall not exceed one quarter of the total number of members elected and appointed to the Management Committee in accordance with the provisions of this sub-clause and enumerated above.
  • The Chair of the Management Committee shall act as chair at meetings of the Management Committee. If both the Chair and the Vice Chair are absent from the meeting, the members present shall choose one of their number to be chair of the meeting before any other business is transacted.
  • All members of the Management Committee shall retire from office at the conclusion of the Annual General Meeting next after the date at which they came into office but they may be re-elected or re-appointed.
  • If casual vacancies occur among the elected members of the Management Committee it shall have power to fill these from among the members of the Association.
  • The proceedings of the Management Committee shall not be invalidated by any failure to elect or any defect in the election, co-option or qualification of any member.
  • A member of the Management Committee shall cease to hold office if he or she:-
  • Is disqualified from holding office by virtue of section 72 of the Charities Act 1993 (or any statutory modification or re-enactment of that provision) or
  • Becomesincapable by reason of mental disorder, illness or injury of managing his or her own affairs, or
  • Is absent without the permission of the Management Committee from all its meetings held within a period of six months and the Management Committee resolves that he/she shall cease to hold office, or
  • Notifies the Management Committee in writing of his/her resignation (PROVIDEDTHAT at least three members of the Management Committee will remain in office when the notice of resignation is to take effect).
  • “Is subject to a vote of no confidence by a two thirds majority of members of the Management Committee” (adopted 4 July 2017)

The provisions of paragraphs (i) and (ii) of this sub-clause also apply to any individual holding trustee who may be appointed in accordance with Clause 17(a) below.

  • Each member of the Management Committee, upon election or co-option to the Management Committee, shall receive a copy of the Associations constitution. No person shall be entitled to act as a member of the Management Committee, following election, re-election or co-option, until they have signed in the minute book of the Management Committee or otherwise a declaration of acceptance and willingness to act as a charity trustee of the Association.
  • No persons under the age of eighteen shall be members of the Management Committee but such persons may be invited to attend meetings without the right to vote.
  1. SUB-COMMITTEES

The Management Committee may appoint one or more sub-committees for supervising or performing any activity or service. In such case:-

  • The Management Committee shall define the terms and reference of the sub-committee and may also determine its composition and the duration of its activities;
  • All acts and proceedings of the sub-committees shall be reported as soon as possible to the Management Committee.
  1. MANAGEMENT COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED

Except as provided in sub-clauses 3 (q) and 3 (s):

  • No-member of the Management Committee (otherwise than as a trustee for the Association) shall acquire any interest in property belonging to the Association;
  • No member of the Management Committee (otherwise than as a members of the Management Committee) shall be interested in any contract entered into by the Management Committee;
  • No member of the Management Committee shall receive remuneration.
  1. PAID EMPLOYEES
  • Management Committee shall have the sole right in exercise of the power conferred by Clause 3 (p) hereof of appointing, dismissing, and determining the terms and conditions of service of all employees of the Association;
  • An employee of the Association staff shall not be eligible to be a member of the Management Committee, any section committee or any sub-committee of the Association, but may be invited to attend such committees as a non-voting adviser.

  • RULES OF PROCEDURE AT ALL MEETINGS
  • Voting:

Subject to the provisions of Clause 22, all questions arising at a meeting of the Association, the Management Committee or one of its sub-committees shall be decided by a simple majority of those present and voting. Each member shall have one vote and in case of an equality of votes the chair shall have a casting vote in addition to any other vote he or she may have.

  • Quorum:

(i) Committee Meetings: one third of the members shall form a quorum at meetings of the Management Committee and sub-committees of the Association.

(ii) General Meetings: tenmembers with power to vote or one third of the members with power to vote, whichever is the less, shall form a quorum at General Meetings of the Association. In the event that no quorum is present at an Annual General Meeting of the Association, or the meeting has to be abandoned, the meeting shall stand adjourned and be reconvened fourteen days later, and those members with power to vote present at that meeting shall be deemed to form a quorum.

  • Minutes:
    Signed minutes shall be kept by the Association and all its committees and the respective Secretary shall enter therein a record of all proceedings and resolutions.
  1. STANDING ORDERS AND RULES FOR THE USE OF THE CENTRE

The Management Committee shall have power to adopt and issue Standing Orders and/or Rules for the conduct of Association business and/or Rules for the use of the Centre. Such Standing Orders and Rules shall come into operation immediately, provided always that they shall be subject to review by the Annual General Meeting and shall be consistent with the provisions of this constitution.

  1. FINANCE
  • All money raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose, PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment of reasonable out-of-pocket expenses incurred on behalf of the Association by employees and volunteers.
  • An account shall be opened in the name of the Association at such a bank or such other financial institution as the Management Committee shall from time to time decide. The Management Committee shall authorise in writing the Treasurer, the Secretary of the Association and up to two members of the Management Committee to sign cheques on behalf of the Association. All cheques must be signed by not less than two of the four authorised signatories.   Payments made through internet banking will be made by one authorised signatory, normally the Treasurer, these will only be made from a printout, or email authorisation, which has been produced from either, the computerised accounting package, or from a printout provided by the payroll supplier. These printouts and/or emails are to be retained as an audit trail.
  • The Honorary Treasurer shall keep proper accounts of the finances of the Association assisted by the Bookkeeper employed by the Association.

  • TRUST PROPERTY
  • Land and Buildings:

Subject to the provisions of sub-clause (b) of this clause, the Management Committee shall cause the title of all land (which is not vested in the Official Custodian for Charities) and all investments held by or in trust for the Association to be vested in either a corporation entitled to act as custodian trustee or in not less than three nor more than four named individuals (not being members of the Management Committee) appointed by the Management Committee as holding trustees. Holding trustees shall act in accordance with the lawful directions of the Management Committee. PROVIDED THAT they act only in accordance with such lawful directions, holding trustees shall not be liable for the acts and defaults of the members of the Management Committee. Holding trustees may be removed by the Management Committee at its pleasure and shall otherwise cease to hold office in accordance the provisions of Clause 10(f) above.

  • Investments:

If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Association, the Management Committee may permit any investments held by or in trust for the Association to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a members of the International Stock Exchange (or any subsidiary of any stockbroking company) as nominee for the Management Committee and may pay such nominee reasonable and proper remuneration for acting as such.

  1. ACCOUNTS

The Management Committee shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to:

  • The keeping of accounting records for the Association;
  • The preparation of annual statements of the accounts for the Association;
  • The auditing or independent examination of the statements of account of the Association;
  • The transmission of the statements of accounts to the Charity Commission for England

and Wales

  1. ANNUAL REPORT AND RETURNS

The Management Committee shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to the preparation of an annual report and an annual return and their transmission to the Charity Commissioners for England and Wales.

  • LIABILITY AND INDEMNITY
  • In the execution of the trusts hereof no member of the Management Committee shall be liable:

(i) For any loss to the property of the Association by reason of any improper investment made in good faith (so long as he/she shall have sought professional advice before making such investment); or

(ii) for the negligence or fraud of any agent employed by him/her or by any other members of the Management Committee in good faith (provided reasonable supervision shall have been exercised); and

(iii) no member of the Management Committee shall be liable by reason of any mistake or omission made in good faith by any member of the Management Committee other than wilful and individual fraud, wrongdoing or wrongful omission on the part of the member who is sought to be made liable.

  • Every member of the Management Committee and other officer, auditor or Independent Examiner of the Association shall be indemnified out of assets of the Association against any liability incurred by him or her in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association.
  • DISSOLUTION

If the Management Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association it shall call a meeting of all members with power to vote and of the inhabitants of the area of benefit of the age of eighteen years and upwards of which meeting not less than twenty one clear days notice (stating the terms of the resolution to be proposed thereat) shall be posted in a conspicuous place or places in the area of benefit and advertised in a newspaper circulating in the area of benefit and given in writing to the Director of “The Charity Commissioners” (adopted 10 April 2018). If such decision shall be confirmed by a simple majority vote of those present at such meeting the Management Committee shall have power to dispose of any assets held by or in the name of the Association.

Any assets remaining after the satisfaction of any proper debts and liabilities shall be transferred to any charity or charities with similar charitable purposes to those of the Association to be used for the benefit of the inhabitants of the area of benefit as the Management Committee may decide subject to the prior approval in writing of the Charity Commission for England and Wales, or other authority having charitable jurisdiction. The Management Committee shall notify the Charity Commission promptly of the decision to dissolve the Association and, if obliged to do so,send to it a copy of the Association’s final accounts.

  • ALTERATIONS TO THE CONSTITUTION

Any proposal to alter this constitution must be delivered in writing to the Secretary of the Association not less than twenty eight days before the date of the meeting at which it is first to be considered. Any alteration will require the approval of both:

  • A simple majority of members of the Management Committee present and voting at a Management Committee meeting.
  • A two-thirds majority of members with power to vote present and voting at a General Meeting.

At least fourteen clear days notice shall be posted in a conspicuous place in the area of benefit and advertised in a newspaper circulating in the area of benefit, stating the wording of the proposed alteration.

No alteration should be made to this constitution which would cause the Association to cease to be a charity at law. No alteration to Clause 1 (Name), Clause 2 (Objects), Clause 12 (Personal Interests), Clause 21 (Dissolution) or to this Clause shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained.

This Constitution was adopted, pursuant to the constitution adopted on *04/07/2017, at a General Meeting of the Association held on 25.09.2019having been approved at a Management Committee meeting held on 24.04.2019

Signed N. D. Barden                              J.Baker

Chair of the meeting                                          Secretary of the meeting

*Insert here the date on which the previous constitution was adopted

Heene Community Association – Area of Benefit

  1. Heene Community Association serves the Worthing West Sussex Municipal Wards of Marine, Heene and Central Wards as marked above and in 2. Objects (c):

    “The area of benefit shall be the railway line to the north, the sea to the south, Chapel Road to the east and George V Avenue to the west”