The name of the organization is the Mow Cop Residents Association (hereinafter called "the Association").
The objects of the Association are to:
(a) Promote the benefit of the inhabitants of Mow Cop, not including Mount Pleasant (hereinafter called "the area of benefit") without distinction of gender, sexual orientation, race or of political, religious or other opinions, by associating together the said inhabitants and the statutory agencies, voluntary and other organisations in a common effort, with the object of improving the conditions of life for the said inhabitants.
The Association shall be non-party in politics and non-sectarian in religion.
In furtherance of the said objects, but not otherwise, the Association shall have power to:
i) such member shall not be present at or take part in any discussions or decision relating to such remuneration;
ii) 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;
iii) the other members are satisfied that the level of remuneration is reasonable and proper having regard to the services rendered by such member to the Association;
iv) 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;
v) the number of such members for the time being in receipt of remuneration shall not exceed a minority of the members of the General Committee.
(p) 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.
(a) Membership shall be open, irrespective of sex, sexual orientation, race, nationality, or political, religious or other opinion to:
(i) individuals aged eighteen years and over:
(a) who live or work within the area of benefit, who shall be known as Full members.
(b) who live outside the area of benefit, who support the objects of the association shall be known as Full Members
(ii) individuals aged under eighteen years, whether living within or outside the area of benefit, who shall be known as Junior members and who may be admitted to membership subject to such conditions as the General 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 General Committee. Any Junior members may also attend General Meetings as observers but shall not have the right to vote.
(iii) associations and organisations, whether corporate or unincorporated, (and including branches of national or international organisations) which operate solely or in part within the area of benefit, are voluntary or non-profit-distributing and which wish to support the objects of the Association.
(iv) Statutory Authorities in whose administrative area the area of benefit lies.
(b) The member organisation as set out in Clause 4 (a) (iii) and (iv) above may appoint one individual person/s being a member thereof to represent it and vote on its behalf at General Meetings of the Association; and may appoint an alternate being a member thereof to replace its appointed representative as an observer at such meetings if the appointed representative is unable to attend. In the event of such individual person resigning or leaving a member organisation or Section he or she shall forthwith cease to be a representative thereof. The member organisation concerned shall have the right to appoint a new representative, informing the Secretary in writing.
(c) Individual members admitted under Clause 4 (a) (i) (a) & (b) and representatives appointed under Clause 4 (b) above shall hereafter be referred to as `full members with the power to vote'.
All individual members and Affiliated Groups shall pay such subscriptions as the General Committee may from time to time determine.
6. RESIGNATION AND TERMINATION OF MEMBERSHIP
(a) Any member of the Association may resign his/her membership and any representative of a member organisation or Section may resign such position, by giving to the Secretary of the Association written notice to that effect.
(b) The General 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 General Committee before the final decision is made. There shall be a right of appeal to an arbitrator appointed by ACAS.
7. GENERAL MEETINGS OF THE ASSOCIATION
(a) Annual General Meetings:
Once in each calendar year, an Annual General Meeting of the Association shall be held at such time and place, as the General 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. At least 21 clear days' notice shall be 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 business of each Annual General Meeting shall be:
(i) to receive the Annual Report of the General 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;
(ii) to receive the accounts of the Association for the preceding financial year;
(iii) to elect the General Committee of the Association in accordance with Clause 9 hereof;
(iv) to note the names of the persons appointed/elected to serve as members of the General Committee under clause 9 (a) (ii) & (iii) hereof;
(v) 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 that Act);
(vi) to consider and vote on any proposals to alter this constitution in accordance with Clause 22 hereof;
(vii) to consider any other business of which due notice has to be given;
(b) Special General Meetings:
The Chair of the General Committee may at any time at his/her discretion and the Secretary shall within 21 days of receiving a written request so to do signed by not less than 5 members with power to vote and giving reasons for the request, call a Special General Meeting of the Association to consider the business specified on the notice of meeting and for no other purpose. At least 14 clear days' notice shall be posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit.
8. HONORARY OFFICERS
(a) Only members of the Association aged eighteen years and over shall be eligible to serve as Honorary Officers.
(b) At its first meeting after the Annual General Meeting the General Committee shall elect from among its members a Chair, Vice Chair, Secretary and Treasurer, known as the Honorary Officers. Such Honorary Officers may be appointed as members of any sub-committee established in accordance with Clause 11 hereof.
(c) An Honorary Officer shall cease to hold office if he/she notifies the Secretary of the Association in writing of his/her resignation.
(d) If a vacancy occurs by death, resignation or disqualification among the Honorary Officers of the Association or of the General Committee, the General Committee shall have the power to fill it from among its members.
9. THE GENERAL COMMITTEE
Subject to the provisions of Clause 7 hereof the policy and general management of the affairs of the Association shall be directed by a General Committee which shall meet not less than 4 times a year. As the charity trustees, the General 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.
(a) The General Committee of not less than 5 nor more than 10 members, shall consist of:
(i) the Honorary Officers elected under Clause 8 hereof;
(ii) up to 6 Full members
(iii) persons co-opted individually by the General Committee who shall serve on the General Committee until the conclusion of the next Annual General Meeting; PROVIDED THAT the number of co-opted members shall not exceed one third of the total number of members elected and appointed to the General Committee in accordance with the provisions of this sub-clause and enumerated above.
(c) If casual vacancies occur among the elected members of the General Committee it shall have power to fill these from among the members of the Association.
(d) The proceedings of the General Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
(e) A member of the General Committee shall cease to hold office if he or she -
(i) is disqualified from holding such office by virtue of section 72 of the Charities Act 1993 (or any statutory modification or re-enactment of that provision), or
(ii) becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs, or
(iii) is absent without the permission of the General Committee from all its meetings held within a period of six months and the General Committee resolves that he/she shall cease to hold office, or
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 16 (a) below.
(f) Each member of the General Committee shall upon election or appointment to the committee receive a copy of the Association's constitution. No person shall be entitled to act as a member of the General Committee, following election or re-election or appointment or re-appointment, until they have signed in the minute book of the General Committee a declaration of acceptance and willingness to act as a managing charity trustee of the Association.
(g) No persons under the age of eighteen shall be members of the General but such persons may be invited to attend meetings of such committees as observers without the right to vote.
10. RULES OF PROCEDURE AT ALL MEETINGS
Subject to the provisions of Clause 22, any question arising at a meeting of the Association or one of its committees shall be decided by a simple majority of those present and voting. No member shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the Chair shall have a second or casting vote.
(i) Committee Meetings: one third of the members with power to vote shall form a quorum at meetings of the General Committee and all other committees and sub-committees of the Association.
(ii) General Meetings: 15 members 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 14 days later, and those members with power to vote present at that meeting shall be deemed to form a quorum.
Minute books shall be kept by the Association and all its committees and the respective secretary shall enter therein a record of all proceedings and resolutions.
(d) Chairing meetings
The Chair or (if the Chair is unable or unwilling to do so) some other member elected by those present presides at general meetings and committee meeting
The General Committee may appoint one or more sub-committees for supervising or performing any activity or service.
In each such case:-
(a) the General Committee shall define the terms of reference of the sub-committee and may also determine its composition and the duration of its activities;
(b) all acts and proceedings of the sub-committee shall be reported as soon as possible to the General Committee.
12. GENERAL COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
Except as provided for in sub-clauses 3 (o) and 3 (q):
(a) no member of the General Committee (otherwise than as a trustee for the Association) shall acquire any interest in property belonging to the Association;
(b) no member of the General Committee (otherwise than as a member of the General Committee) shall be interested in any contract entered into by the General Committee;
(c) no member of the General Committee shall receive remuneration.
13. PAID EMPLOYEES
(a) The General Committee shall have the sole right in exercise of the power conferred by clause 3 (m) hereof of appointing, dismissing, and determining the terms and conditions of service of all employees of the Association.
(b) An employee of the Association shall not be eligible to be a member of the General Committee, any section committee or any sub-committee of the Association, but may be invited to attend such committees as a non-voting adviser.
14. STANDING ORDERS AND RULES FOR THE USE OF THE CENTRE
The General Committee shall have power to adopt and issue Standing Orders 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 Association in General Meeting and that they shall be consistent with the provisions of this constitution.
(a) 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.
(b) An account shall be opened in the name of the Association with any branch of a bank, building society or with such other financial institution as the General Committee may from time to time decide. The General Committee shall authorise in writing the Treasurer, the Secretary of the Association and two members of the General Committee to sign cheques on behalf of the Association. All cheques must be signed by not less than two of the four authorised signatories.
(c) The Association's financial year shall be from 1 April to 31 March.
16. TRUST PROPERTY
(a) Land and Buildings
Subject to the provisions of sub-clause (b) of this clause, the General Committee shall cause the title to 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 either in a corporation entitled to act as custodian trustee or in not less than three nor more than four named individuals (not more than one trustee being a member of the General Committee) appointed by the General Committee as holding trustees. Holding trustees shall act in accordance with the lawful directions of the General Committee. PROVIDED THAT they act only in accordance with such lawful directions, holding trustees shall not be liable for the acts and defaults of members of the General Committee. Holding trustees may be removed by the General Committee at its pleasure and shall otherwise cease to hold office in accordance with the provisions of Clause 9 (e) above.
If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Association, the General 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 member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the General Committee and may pay such nominee reasonable and proper remuneration for acting as such.
The General Committee shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to:
(a) the keeping of accounting records for the Association;
(b) the preparation of annual statements of the accounts for the Association;
(c) the auditing or independent examination of the statements of account of the Association;
(d) the transmission of the statements of account to the Charity Commission for England and Wales.
18. ANNUAL REPORT AND ANNUAL RETURN
The General 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.
In the execution of the trusts hereof no member of the General 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 member of the General Committee in good faith (provided reasonable supervision shall have been exercised);
and no member of the General Committee or the Executive Committee shall be liable by reason of any mistake or omission made in good faith by any member of the General Committee or the Executive Committee other than wilful and individual fraud, wrongdoing or wrongful omission on the part of the member who is sought to be made liable.
The Committee may apply to the Commission under the Charities Act 1993 for a certificate of incorporation relating Committee but only after consulting with members at a general meeting
If the General 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 21 days' clear 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 Charity Commissioners for England. If such decision shall be confirmed by a simple majority of those present and voting at such meeting the General 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 applied towards such charitable purposes for the benefit of the inhabitants of the area of benefit as the General Committee shall decide subject to the prior approval in writing of the Charity Commissioners for England and Wales, or other authority having charitable jurisdiction.
22. ALTERATIONS TO THE CONSTITUTION
Any proposal to alter this constitution must be delivered in writing to the Secretary of the Association not less than 28 days before the date of the meeting at which it is first to be considered. Any alteration will require the approval of both:
(a) a simple majority of members of the General Committee present and voting at a General Committee meeting;
(b) a two-thirds majority of members with power to vote present and voting at a General Meeting.
At least 14 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 shall be made to this constitution which would cause the Association to cease to be a charity at law. No alteration to Clause 2 (Objects), Clause 12 (Personal Interests), Clause 22 (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.
24. ARRANGEMENTS UNTIL FIRST ANNUAL GENERAL MEETING
This Constitution was adopted as the Constitution of the Mow Cop Residents Association at a public meeting at . . . . . . on . . . . . . . . . . . . . 19. . . . at which the following people were elected as members of a Committee to serve as charity trustees until the first Annual General Meeting.
Chair of the Meeting Secretary of the Meeting