Constitution
Signed copy of the Constitution
THE
DE BEAUVOIR ASSOCIATION
Constitution
adopted on the First day of November 2004
amended
at the Annual General Meeting on October 14, 2008
A. Name.
The
name of the Association is the De Beauvoir Association
(“the
Charity”)
B.
Administration.
Subject
to the matters set out below the Charity and its property shall
be administered and managed in accordance with this constitution by the
members
of the Executive Committee, constituted by clause G
of this constitution (“the Executive Committee”).
C. Objects.
The
Charity’s objects (“the objects”) are to maintain and improve the
quality of life of people working and living in the area of De Beauvoir
Town
(“the area”) and the environment and facilities in the area, including
without
limitation to encourage the preservation, development and improvement
of
features of general public amenity or historic interest and to
encourage high
standards of town planning and architecture; to stimulate public
interest in
and care for the beauty, history and character of the area and its
surroundings;
and to promote equal opportunities in, and equal access to, all
activities and
services available in the area.
For
the purposes of this constitution, the area of De Beauvoir Town shall
mean the area bounded by, and including
· the
east side of
· the
west side of
· the
south side of
· the
north side of the
Regent’s Canal
and
references to people living or working within De Beauvoir Town shall
mean people living or working within that area.
D. Powers.
In
furtherance of the objects but not otherwise the Executive Committee
may exercise the following powers:
(i) power to raise funds and to invite
and
receive contributions provided that in raising funds the Executive
Committee
shall not undertake any substantial permanent trading activities and
shall
conform to any relevant requirements of the law;
(ii) power to buy, take on lease or in
exchange
any property necessary for the achievement of the objects and to
maintain and
equip it for use;
(iii) power subject to any consents required by law
to sell, lease or dispose of all or any part of the property of the
Charity;
(iv) power
subject to any consents required by law to borrow money and to charge
all or
any part of the property of the Charity with repayment of the money so
borrowed;
(v) power to employ such staff (who shall
not be
members of the Executive Committee) as are necessary for the proper
pursuit of
the objects and to make all reasonable and necessary provision for the
payment
of pensions and superannuation for staff and their dependants;
(vi) power to co-operate with other charities,
voluntary bodies and statutory authorities operating in furtherance of
the
objects or of similar charitable purposes and to exchange information
and
advice with them;
(vii) power
to establish or support any charitable trusts, associations or
institutions formed for all or any of the objects;
(viii) power
to appoint and
constitute such advisory committees as the Executive Committee may
think fit;
(ix) power
to organise meetings,
exhibitions, lectures and the promotion of schemes of a charitable
nature.
(ix) power to do all such other lawful things as
are necessary for the achievement of the objects.
E. Membership.
(1) Membership of the Charity shall be open to any
person resident within the defined area who has paid the annual
subscription
laid down from time to time by the Executive Committee.
(2) Every member shall have one vote.
(3) The Executive Committee may by unanimous vote
and for good reason terminate the membership of any individual:
Provided that
the Individual concerned shall have the right to be heard by the
Executive
Committee, accompanied by a friend, before a final decision is made.
F. Honorary
Officers.
At the annual general meeting of the Charity the members shall elect from amongst themselves an executive committee. The committee shall elect a chair and secretary from among their number to serve for terms which the committee shall determine.
G. Executive
Committee.
(1) The Executive Committee shall consist of not
less than 6 members nor more than 16 members being:
(a) the honorary officers specified in the
preceding clause;
(b) not less than 3 and not more than 13 members
elected at the annual general meeting who shall hold office from the
conclusion
of that meeting.
(2) The
Executive Committee may in addition appoint not more than 4 co-opted
members
but so that no-one may be appointed as a co-opted member if, as a
result, more
than one third of the members of the Executive Committee would be
co-opted
members. Each appointment of a co-opted member shall be made at a
special
meeting of the Executive Committee called under clause J
and shall take effect from the end of that meeting
unless the appointment is to fill a place which has not then been
vacated in
which case the appointment shall run from the date when the post
becomes
vacant.
(3) All the members of the Executive Committee
shall retire from office together at the end of the annual general
meeting next
after the date on which they came into office but they may be
re-elected or
re-appointed.
(4) The proceedings of the Executive Committee
shall not be invalidated by any vacancy among their number or by any
failure to
appoint or any defect in the appointment or qualification of a member.
(5) Nobody shall be appointed as a member of the
Executive Committee who is aged under 18 or who would if appointed be
disqualified under the provisions of the following clause.
(6) No person shall be entitled to act as a member
of the Executive Committee whether on a first or on any subsequent
entry into
office until after signing in the minute book of the Executive
Committee a
declaration of acceptance and of willingness to act in the trusts of
the
Charity
H. Determination of
Membership of Executive Committee.
A
member of the Executive
Committee shall cease to hold office if he or she:
(1) is disqualified from acting as a member of the
Executive Committee by virtue of section 72 of the Charities Act 1993
(or any
statutory re-enactment or modification of that provision);
(2) becomes incapable by reason of mental disorder,
illness or injury of managing and administering his or her own affairs;
(3) is absent without the permission of the
Executive Committee from all their meetings held within a period of
three
months and the Executive Committee resolve that his or her office be
vacated;
or
(4) notifies to the Executive Committee a wish to
resign (but only if at least three members of the Executive Committee
will
remain in office when the notice of resignation is to take effect).
I. Executive
Committee
Members not to be personally interested.
(1) Subject to the provisions of sub-clause (2) of
this clause no member of the Executive Committee shall acquire any
interest in
property belonging to the Charity (otherwise than as a trustee for the
Charity)
or receive remuneration or be interested (otherwise than as a member of
the
Executive Committee) in any contract entered into by Executive
Committee.
(2) Any member of the Executive Committee for the
time being who is a solicitor, accountant or other person engaged in a
profession may charge and be paid all the usual professional charges
for
business done by him or her or his or her firm when instructed by the
other
members of the Executive Committee to act In a professional capacity on
behalf
of the Charity: Provided that at no time shall a majority of the
members of the
Executive Committee benefit under this provision and that a member of
the
Executive Committee shall withdraw from any meeting at which his or her
own
instruction or remuneration, or that of his or her firm, is under
discussion.
J. Meetings and
proceedings of the Executive Committee.
(1) The Executive Committee shall hold at least two
ordinary meetings each year. A special meeting may be called at any
time by the
chairman or by any two members of the Executive Committee upon not less
than 4
days’ notice being given to the other members of the Executive
Committee of the
matters to be discussed but if the matters include an appointment of a
co-opted
member then not less than 21 days’ notice must be given.
(2) The chairman shall act as chairman at meetings
of the Executive Committee. If the chairman is absent from any meeting,
the
members of the Executive Committee present shall choose one of their
number to
be chairman of the meeting before any other business is transacted.
(3) There shall be a quorum when at least one third
of the number of members of the Executive Committee for the time being
or three
members of the Executive Committee, whichever is the greater, are
present at a
meeting.
(4) Every matter shall be determined by a majority
of votes of the members of the Executive Committee present and voting
on the
question but in the case of equality of votes the chairman of the
meeting shall
have a second or casting vote.
(5) The Executive Committee shall keep minutes, in
books kept for the purpose, of the proceedings at meetings of the
Executive
Committee and any sub-committee.
(6) The Executive Committee may from time to time
make and alter rules for the conduct of their business, the summoning
and
conduct of their meetings and the custody of documents. No rule may be
made
which Is inconsistent with this constitution.
(7) The Executive Committee may appoint one or more
sub-committees consisting of three or more members of the Association,
at least
one of whom shall be a member of the Executive Committee, for the
purpose of
making any inquiry or supervising or performing any function or duty
which in
the opinion of the Executive Committee would be more conveniently
undertaken or
carried out by a sub-committee: provided that all acts and proceedings
of any
such sub-committees shall be fully and promptly reported to the
Executive
Committee.
K. Receipts and
expenditure.
(1) The funds of the Charity, including all
donations contributions and bequests, shall be paid into an account
operated by
the Executive Committee In the name of the Charity at such bank as the
Executive Committee shall from time to time decide. All cheques drawn
on the
account must be signed by at least two members of the Executive
Committee.
(2) The funds belonging to the Charity shall be
applied only in furthering the objects.
(2) If a
corporation entitled to act as custodian
trustee has not been appointed to hold the property of the charity the
Executive Committee may permit any investments held by or in trust for
the
charity to be held in the name of a clearing bank, trust corporation or
any
stockbroking company which is a member of the International Stock
Exchange (or
any subsidiary of any such stockbroking company) as nominee for the
Executive
Committee, and may pay such a nominee reasonable and proper
remuneration for
acting as such.
L. Accounts.
The
Executive Committee shall comply with their obligations under the
Charities Act 1993 (or any statutory re-enactment or modification of
that Act)
with regard to:
(1) the keeping of accounting records for the
Charity;
(2) the preparation of annual statements of account
for the charity;
(3) the auditing or independent examination of the
statements of account of the Charity; and
(4) the transmission of the statements of account
of the Charity to the Commission.
M. Annual Report.
The
Executive Committee shall comply with their obligations under the
Charities Act 1993 (or any statutory re-enactment or modification of
that Act)
with regard to the preparation of an annual report and its transmission
to the
Commission.
N. Annual Return
The
Executive Committee shall comply with their obligations under the
Charities Act 1993 (or any statutory re-enactment or modification of
that Act)
with regard to the preparation of an annual return and its transmission
to the
Commission.
O. Annual
General Meeting.
(1) There shall be an annual general meeting of the
Charity which shall be held in the month of January in each year or as
soon as
practicable thereafter.
(2) Every annual general meeting shall be called by
the Executive Committee. The secretary shall give at least 21 days’
notice of
the annual general meeting to all the members of the Charity. All the
members
of the Charity shall be entitled to attend and vote at the meeting.
(3) Before any other business is transacted at the
first annual general meeting the persons present shall appoint a
chairman of
the meeting. The chairman shall be the chairman of subsequent annual
general
meetings, but if he or she is not present, before any other business is
transacted, the persons present shall appoint a chairman of the meeting.
(4) The Executive Committee shall present to each
annual general meeting the report and accounts of the Charity for the
preceding
year.
(5) Nominations for election to the Executive
Committee must be made by members of the Charity in writing and must be
in the
hands of the secretary of the Executive Committee at least 14 days
before the
annual general meeting. Should nominations exceed vacancies, election
shall be
by ballot.
P. Special
General Meetings.
The
Executive Committee may call a special general meeting of the Charity
at any time. If at least ten members request such a meeting in writing
stating
the business to be considered the secretary shall call such a meeting.
At least
21 days’ notice must be given. The notice must state the business to be
discussed.
Q. Procedure at
General Meetings.
(1) The secretary or other person specially
appointed by the Executive Committee shall keep a full record of
proceedings at
every general meeting of the Charity
(2) There shall be a quorum when at least one tenth
of the number of members of the Charity for the time being or ten
members of
the Charity, whichever is the greater, are present at any general
meeting.
R. Notices.
Any
notice required to be served on any member of the Charity shall be in
writing and shall be served by the secretary or the Executive Committee
on any
member either personally or by sending it through the post in a prepaid
letter
addressed to such member at his or her last known address in the United
Kingdom, and any letter so sent shall be deemed to have been received
within 10
days of posting.
S.
Alterations
to the Constitution.
(1) Subject to the following provisions of this
clause the Constitution may be altered by a resolution passed by not
less than
two thirds of the members present and voting at a general meeting. The
notice
of the general meeting must include notice of the resolution, setting
out the
terms of the alteration proposed.
(2) No amendment may be made to clause A
(the name of charity clause), clause (the
objects clause), clause I (Executive Committee
members not to be personally
interested clause), clause T (the dissolution
clause) or this clause without the
prior consent in writing of the Commissioners.
(3) No amendment may be made which would have the
effect of making the Charity cease to be a charity at law.
(4) The Executive
Committee should promptly send
to the Commission a copy of any amendment made under this clause.
T. Dissolution.
If
the Executive Committee decides that it is necessary or advisable to
dissolve the Charity it shall call a meeting of all members of the
Charity, of
which not less than 21 days’ notice (stating the terms of the
resolution to be
proposed) shall be given. If the proposal is confirmed by a two-thirds
majority
of those present and voting the Executive Committee shall have power to
realise
any assets held by or on behalf of the Charity Any assets remaining
after the
satisfaction of any proper debts and liabilities shall be given or
transferred
to such other charitable institution or institutions having objects
similar to
the objects of the Charity as the members of the Charity may determine
or
failing that shall be applied for some other charitable purpose. A copy
of the
statement of accounts, or account and statement, for the final
accounting
period of the Charity must be sent to the Commission.
U. Arrangements
until first Annual General Meeting.
Until
the first annual general meeting takes place this constitution
shall take effect as if references in it to the Executive Committee
were
references to the persons whose signatures appear at the bottom of this
document.
This
constitution was adopted on the date mentioned above by the persons
whose signatures appear at the bottom of this document.
Declaration
If
you are applying to register your organisation as a charity using one
of our model governing documents from our website, we ask you to
certify below
that any additions, deletions or other changes which you have made to
the
document are all clearly shown. We would regard changes as being
“clearly
shown” if what you have done falls into either or both of the following
categories:
• You have filled in the blank spaces and
deleted any inappropriate clauses where you are given these options in
the
instructions; and/or
• You have made additions or deletions
where
these options are not given in the instructions but you have made these
changes
clearly visible by, for example, using a different font, underlining,
highlighting or by writing it in by hand.
Where
the changes cannot be easily identified in these ways, it will take
us longer to check through the document and this can slow down the
process of
registration. By signing the certificate, you are providing us with the
assurance we need to enable us to process your application as
efficiently as
possible. We can still process your application even if you do not sign
the
certificate, but it may mean that we are not able to consider it as
quickly as
we would otherwise be able to.
Providing
us with Information which you know or suspect to be false may
be a criminal offence under section 11 of the Charities Act 1993.
Who
should sign this certificate?
The
trustees of the organisation applying for registration are
responsible for the proper completion and content of the governing
document
they have adopted. It is the trustees who should sign this certificate.
However, it is usual for the application to be made by a single person
(often a
trustee) who has been authorised by the full trustee body to do so.
Where the
trustees have authorised someone to act on their behalf, only that
person
should sign this certificate. The date of the meeting at which they
were
authorised to act will need to be inserted where indicated.
Name
of
organisation:…The De Beauvoir Association
Reference
number (if
any):…………………………………………………………………………………….
I/we,
the undersigned, certify that any modifications to the attached
constitution for: The De Beauvoir Association
have
been made:
1.
Electronically in accordance with
the instructions on the form;
Name Paul Bolding
Signature
Date
On behalf of the full
trustee body as authorised at a meeting held on:
Name Hilary Mandleberg
Signature
Date