HANS GÁL SOCIETY

Picture under submenus:

Create new submenu:
Choose a submenu for edit:
Title
Link	http://hansgal.org/hansgalsociety/36
Hidden
Lead
Body	<font face="TimesNewRoman" size="3"> <p align="left">1</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="5"> <p align="left">CONSTITUTION OF THE HANS GÁL SOCIETY</p> </font><font face="TimesNewRoman" color="#231f20" size="4"> <p align="left">(Amended 23.11.2008)</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="4"> <p align="left">PART 1</p> </font><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">1 Adoption of the Constitution</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">The association and its property will be administered and managed in accordance with the provisions in Parts 1</p> <p align="left">and 2 of this constitution.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">2 The Name</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">The association's name is</p> </font><i><font face="TimesNewRoman,Italic" color="#231f20" size="1">The Hans Gál Society </font><font face="TimesNewRoman" color="#231f20" size="1">(and in this document it is called the Charity).</font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">3 The Objects</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">The Charity's objects (the Objects) are:</p> </font><font face="TimesNewRoman" size="1"> <p align="left">To advance the education of the public regarding the life and work of the composer Hans Gál by</p> <p align="left">3.1 focusing on his life and work;</p> <p align="left">3.2 promoting performance, recording, publication and research of his music;</p> <p align="left">3.3 disseminating to the public information about his music and writings;</p> <p align="left">3.4 preserving his musical legacy for future generations; and</p> <p align="left">3.5 encouraging the study and performance of his music among young people, amateur groups and</p> <p align="left">non-professional musicians.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">4 Application of the Income and Property</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The income and property of the Charity shall be applied solely towards the promotion of the Objects.</p> <p align="left">(2) A Trustee may pay out of, or be reimbursed from, the property of the Charity reasonable expenses properly</p> <p align="left">incurred by him or her when acting on behalf of the Charity.</p> <p align="left">(3) None of the income or property of the Charity may be paid or transferred directly or indirectly by way of</p> <p align="left">dividend bonus or otherwise by way of profit to any member of the Charity. This does not prevent:</p> <p align="left">(a) a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or</p> <p align="left">services supplied to the Charity;</p> <p align="left">(b) a Trustee from:</p> <p align="left">(i) buying goods or services from the Charity upon the same terms as other members or members of the</p> <p align="left">public;</p> <p align="left">(ii) receiving a benefit from the Charity in the capacity of a beneficiary of the Charity, provided that the</p> <p align="left">Trustees comply with the provisions of sub clause (6) of this clause, or as a member of the Charity</p> <p align="left">and upon the same terms as other members;</p> <p align="left">(c) the purchase of indemnity insurance for the Trustees against any liability that by virtue of any rule of law</p> <p align="left">would otherwise attach to a trustee or other officer in respect of any negligence, default breach of duty or</p> <p align="left">breach of trust of which he or she may be guilty in relation to the Charity but excluding:</p> <p align="left">(i) fines;</p> <p align="left">(ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud,</p> <p align="left">dishonesty or wilful or reckless misconduct of the Trustee or other officer;</p> <p align="left">(iii) liabilities to the Charity that result from conduct that the Trustee or other officer knew or ought to</p> <p align="left">have known was not in the best interests of the Charity or in respect of which the person concerned</p> <p align="left">did not care whether that conduct was in the best interests of the Charity or not.</p> </font><font face="TimesNewRoman" size="3"> <p align="left">2</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(4) No Trustee may be paid or receive any other benefit for being a Trustee.</p> <p align="left">(5) A Trustee may:</p> <p align="left">(a) sell goods, services or any interest in land to the Charity;</p> <p align="left">(b) be employed by or receive any remuneration from the Charity;</p> <p align="left">(c) receive any other financial benefit from the Charity, if:</p> <p align="left">(d) he or she is not prevented from so doing by sub-clause (4) of this clause; and</p> <p align="left">(e) the benefit is permitted by sub-clause (3) of this clause; or</p> <p align="left">(f) the benefit is authorised by the Trustees in accordance with the conditions in sub-clause (6) of this clause.</p> <p align="left">(6)</p> <p align="left">(a) If it is proposed that a Trustee should receive a benefit from the Charity that is not already permitted</p> <p align="left">under sub-clause (3) of this clause, he or she must:</p> <p align="left">(i) declare his or her interest in the proposal;</p> <p align="left">(ii) be absent from that part of any meeting at which the proposal is discussed and take no part in any</p> <p align="left">discussion of it;</p> <p align="left">(iii) not be counted in determining whether the meeting is quorate;</p> <p align="left">(iv) not vote on the proposal.</p> <p align="left">(b) In cases covered by sub-clause (5) of this clause, those Trustees who do not stand to receive the</p> <p align="left">proposed benefit must be satisfied that it is in the interests of the Charity to contract with or employ that</p> <p align="left">Trustee rather than with someone who is not a Trustee and they must record the reason for their decision</p> <p align="left">in the minutes. In reaching that decision the Trustees must balance the advantage of contracting with or</p> <p align="left">employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee's services as</p> <p align="left">a result of dealing with the Trustee's conflict of interest).</p> <p align="left">(c) The Trustees may only authorise a transaction falling within paragraphs 5(a) - (c) of this clause if the</p> <p align="left">trustee body comprises a majority of Trustees who have not received any such benefit.</p> <p align="left">(d) If the Trustees fail to follow this procedure, the resolution to confer a benefit upon the Trustee will be</p> <p align="left">void and the Trustee must repay to the Charity the value of any benefit received by the Trustee from the</p> <p align="left">Charity.</p> <p align="left">(7) A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a</p> <p align="left">conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest</p> <p align="left">(including but not limited to any personal financial interest) and take no part in the voting upon the matter.</p> <p align="left">(8) In this Clause 4, "Trustee" shall include any person firm or company connected with the Trustee.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">5 Dissolution</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) If the members resolve to dissolve the Charity the Trustees will remain in office as charity trustees and be</p> <p align="left">responsible for winding up the affairs of the Charity in accordance with this clause.</p> <p align="left">(2) The Trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities</p> <p align="left">of the charity.</p> <p align="left">(3) The Trustees must apply any remaining property or money:</p> <p align="left">(a) directly for the Objects;</p> <p align="left">(b) by transfer to any charity or charities for purposes the same as or similar to the Charity;</p> <p align="left">(c) in such other manner as the Charity Commissioners for England and Wales ("the Commission") may</p> <p align="left">approve in writing in advance.</p> <p align="left">(4) The members may pass a resolution before or at the same time as the resolution to dissolve the Charity</p> <p align="left">specifying the manner in which the Trustees are to apply the remaining property or assets of the Charity and</p> <p align="left">the Trustees must comply with the resolution if it is consistent with paragraphs (a) - (c) inclusive in subclause</p> <p align="left">(3) above.</p> </font><font face="TimesNewRoman" size="3"> <p align="left">3</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(5) In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the</p> <p align="left">Charity (except to a member that is itself a charity).</p> <p align="left">(6) The Trustees must notify the Commission promptly that the charity has been dissolved. If the Trustees are</p> <p align="left">obliged to send the charity's accounts to the Commission for the accounting period which ended before its</p> <p align="left">dissolution, they must send to the Commission the charity's final accounts.</p> <p align="left">(7) Nothing in this constitution shall authorise an application of the property of the charity for purposes which</p> <p align="left">are not charitable in accordance with section 7 Charities and Trustee Investment (Scotland) Act 2005.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">6 Amendments</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) Any provision contained in Part 1 of this constitution may be amended provided that:</p> <p align="left">(a) no amendment may be made that would have the effect of making the Charity cease to be a charity at</p> <p align="left">law;</p> <p align="left">(b) no amendment may be made to alter the Objects if the change would not be within the reasonable</p> <p align="left">contemplation of the members of or donors to the Charity;</p> <p align="left">(c) no amendment may be made to clause 4 without the prior written consent of the Commission;</p> <p align="left">(d) any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of</p> <p align="left">the members present and voting at a general meeting.</p> <p align="left">(2) Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is</p> <p align="left">made by resolution passed by a simple majority of the members present and voting at a general meeting.</p> <p align="left">(3) A copy of any resolution amending this constitution must be sent to the Commission within twenty one days</p> <p align="left">of it being passed.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="4"> <p align="left">PART 2</p> </font><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">7 Membership</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) Membership is open to individuals over eighteen or organisations who are approved by the Trustees.</p> <p align="left">(2)</p> <p align="left">(a) The Trustees may only refuse an application for membership if, acting reasonably and properly, they</p> <p align="left">consider it to be in the best interests of the Charity to refuse the application.</p> <p align="left">(b) The Trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days</p> <p align="left">of the decision.</p> <p align="left">(c) The Trustees must consider any written representations the applicant may make about the decision. The</p> <p align="left">Trustees' decision following any written representations must be notified to the applicant in writing but</p> <p align="left">shall be final.</p> <p align="left">(3) Membership is not transferable to anyone else.</p> <p align="left">(4) The Trustees must keep a register of names and addresses of the members which must be made available to</p> <p align="left">any member upon request.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">8 Termination of Membership</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">Membership is terminated if:</p> <p align="left">(1) the member dies or, if it is an organisation, ceases to exist;</p> <p align="left">(2) the member resigns by written notice to the Charity unless, after the resignation, there would be less than two</p> <p align="left">members;</p> <p align="left">(3) any sum due from the member to the Charity is not paid in full within six months of it falling due;</p> </font><font face="TimesNewRoman" size="3"> <p align="left">4</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(4) the member is removed from membership by a resolution of the Trustees that it is in the best interests of the</p> <p align="left">Charity that his or her membership is terminated. A resolution to remove a member from membership may</p> <p align="left">only be passed if:</p> <p align="left">(a) the member has been given at least twenty-one days' notice in writing of the meeting of the Trustees at</p> <p align="left">which the resolution will be proposed and the reasons why it is to be proposed;</p> <p align="left">(b) the member or, at the option of the member, the member's representative (who need not be a member of</p> <p align="left">the Charity) has been allowed to make representations to the meeting.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">9 General meetings</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The Charity must hold a general meeting within twelve months of the date of the adoption of this</p> <p align="left">constitution.</p> <p align="left">(2) An annual general meeting must be held in each subsequent year and not more than fifteen months may</p> <p align="left">elapse between successive annual general meetings.</p> <p align="left">(3) All general meetings other than annual general meetings shall be called special general meetings.</p> <p align="left">(4) The Trustees may call a special general meeting at any time.</p> <p align="left">(5) The Trustees must call a special general meeting if requested to do so in writing by at least ten members or</p> <p align="left">one tenth of the membership, which ever is the greater. The request must state the nature of the business that</p> <p align="left">is to be discussed. If the Trustees fail to hold the meeting within twenty-eight days of the request, the</p> <p align="left">members may proceed to call a special general meeting but in doing so they must comply with the provisions</p> <p align="left">of this constitution.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">10 Notice</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The minimum period of notice required to hold any general meeting of the Charity is fourteen clear days from</p> <p align="left">the date on which the notice is deemed to have been given.</p> <p align="left">(2) A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and</p> <p align="left">vote.</p> <p align="left">(3) The notice must specify the date, time and place of the meeting and the general nature of the business to be</p> <p align="left">transacted. If the meeting is to be an annual general meeting, the notice must say so.</p> <p align="left">(4) The notice must be given to all the members and to the Trustees.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">11 Quorum</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) No business shall be transacted at any general meeting unless a quorum is present.</p> <p align="left">(2) A quorum is;</p> <p align="left">• 3 members entitled to vote upon the business to be conducted at the meeting; or</p> <p align="left">• one tenth of the total membership at the time, whichever is the greater.</p> <p align="left">(3) The authorised representative of a member organisation shall be counted in the quorum.</p> <p align="left">(4) If:</p> <p align="left">(a) a quorum is not present within half an hour from the time appointed for the meeting; or</p> <p align="left">(b) during a meeting a quorum ceases to be present, the meeting shall be adjourned to such time and place as</p> <p align="left">the Trustees shall determine.</p> <p align="left">(5) The Trustees must reconvene the meeting and must give at least seven clear days' notice of the reconvened</p> <p align="left">meeting stating the date, time and place of the meeting.</p> <p align="left">(6) If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of</p> <p align="left">the meeting the members present at that time shall constitute the quorum for that meeting.</p> </font><font face="TimesNewRoman" size="3"> <p align="left">5</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">12 Chair</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) General meetings shall be chaired by the person who has been elected as Chair.</p> <p align="left">(2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the</p> <p align="left">meeting a Trustee nominated by the Trustees shall chair the meeting.</p> <p align="left">(3) If there is only one Trustee present and willing to act, he or she shall chair the meeting.</p> <p align="left">(4) If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for</p> <p align="left">holding it, the members present and entitled to vote must choose one of their number to chair the meeting.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">13 Adjournments</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The members present at a meeting may resolve that the meeting shall be adjourned.</p> <p align="left">(2) The person who is chairing the meeting must decide the date time and place at which meeting is to be</p> <p align="left">reconvened unless those details are specified in the resolution.</p> <p align="left">(3) No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the</p> <p align="left">meeting had the adjournment not taken place.</p> <p align="left">(4) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days'</p> <p align="left">notice shall be given of the reconvened meeting stating the date time and place of the meeting.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">14 Votes</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting</p> <p align="left">shall have a casting vote in addition to any other vote he or she may have.</p> <p align="left">(2) A resolution in writing signed by each member (or in the case of a member that is an organisation, by its</p> <p align="left">authorised representative) who would have been entitled to vote upon it had it been proposed at a general</p> <p align="left">meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more</p> <p align="left">members.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">15 Representatives of Other Bodies</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) Any organisation that is a member of the Charity may nominate any person to act as its representative at any</p> <p align="left">meeting of the Charity.</p> <p align="left">(2) The organisation must give written notice to the Charity of the name of its representative. The nominee shall</p> <p align="left">not be entitled to represent the organisation at any meeting unless the notice has been received by the Charity.</p> <p align="left">The nominee may continue to represent the organisation until written notice to the contrary is received by the</p> <p align="left">Charity.</p> <p align="left">(3) Any notice given to the Charity will be conclusive evidence that the nominee is entitled to represent the</p> <p align="left">organisation or that his or her authority has been revoked. The Charity shall not be required to consider</p> <p align="left">whether the nominee has been properly appointed by the organisation.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">16 Officers and Trustees</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The Charity and its property shall be managed and administered by a committee comprising the Officers and</p> <p align="left">other members elected in accordance with this constitution. The Officers and other members of the committee</p> <p align="left">shall be the trustees of the Charity and in this constitution are together called "the Trustees".</p> <p align="left">(2) The Charity shall have the following Officers:</p> <p align="left">A chair,</p> <p align="left">A secretary,</p> <p align="left">A treasurer.</p> </font><font face="TimesNewRoman" size="3"> <p align="left">6</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(3) A Trustee must be a member of the Charity or the nominated representative of an organisation that is a</p> <p align="left">member of the Charity.</p> <p align="left">(4) No one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of</p> <p align="left">Clause 19.</p> <p align="left">(5) The number of Trustees shall be not less than three but (unless otherwise determined by a resolution of the</p> <p align="left">Charity in general meeting) shall not be subject to any maximum.</p> <p align="left">(6) The first Trustees (including Officers) shall be those persons elected as Trustees and Officers at the meeting</p> <p align="left">at which this constitution is adopted.</p> <p align="left">(7) A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">17 The Appointment of Trustees</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The Charity in general meeting shall elect the Officers and the other Trustees.</p> <p align="left">(2) The Trustees may appoint any person who is willing to act as a Trustee. Subject to paragraph 5(b) of this</p> <p align="left">clause, they may also appoint Trustees to act as officers.</p> <p align="left">(3) Each of the Trustees shall retire with effect from the conclusion of the annual general meeting next after his</p> <p align="left">or her appointment but shall be eligible for re-election at that annual general meeting.</p> <p align="left">(4) No-one may be elected a Trustee or an Officer at any annual general meeting unless prior to the meeting the</p> <p align="left">Charity is given a notice that:</p> <p align="left">(a) is signed by a member entitled to vote at the meeting;</p> <p align="left">(b) states the member's intention to propose the appointment of a person as a Trustee or as an officer; (c) is</p> <p align="left">signed by the person who is to be proposed to show his or her willingness to be appointed.</p> <p align="left">(5)</p> <p align="left">(a) The appointment of a Trustee, whether by the Charity in general meeting or by the other Trustees, must</p> <p align="left">not cause the number of Trustees to exceed any number fixed in accordance with this constitution as the</p> <p align="left">maximum number of Trustees.</p> <p align="left">(b) The Trustees may not appoint a person to be an Officer if a person has already been elected or appointed</p> <p align="left">to that office and has not vacated the office.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">18 Powers of Trustees</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The Trustees must manage the business of the Charity and they have the following powers in order to further</p> <p align="left">the Objects (but not for any other purpose):</p> <p align="left">(a) to raise funds. In doing so, the Trustees must not undertake any substantial permanent trading activity</p> <p align="left">and must comply with any relevant statutory regulations;</p> <p align="left">(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it</p> <p align="left">for use;</p> <p align="left">(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising</p> <p align="left">this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993;</p> <p align="left">(d) to borrow money and to charge the whole or any part of the property belonging to the Charity as security</p> <p align="left">for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39</p> <p align="left">of the Charities Act 1993 if they intend to mortgage land;</p> <p align="left">(e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information</p> <p align="left">and advice with them;</p> <p align="left">(f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable</p> <p align="left">purposes included in the Objects;</p> <p align="left">(g) to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity</p> <p align="left">formed for any of the Objects;</p> <p align="left">(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy</p> <p align="left">about reserves;</p> </font><font face="TimesNewRoman" size="3"> <p align="left">7</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(j) to obtain and pay for such goods and services as are necessary for carrying out the work of the Charity;</p> <p align="left">(k) to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds</p> <p align="left">and to delegate the management of funds in the same manner and subject to the same conditions as the</p> <p align="left">trustees of a trust are permitted to do by the Trustee Act 2000;</p> <p align="left">(l) to do all such other lawful things as are necessary for the achievement of the Objects;</p> <p align="left">(2) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any</p> <p align="left">prior act of the Trustees.</p> <p align="left">(3) Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise</p> <p align="left">all the powers exercisable by the Trustees.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">19 Disqualification and Removal of Trustees</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">A Trustee shall cease to hold office if he or she:</p> <p align="left">(1) is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993 (or any statutory reenactment</p> <p align="left">or modification of that provision);</p> <p align="left">(2) ceases to be a member of the Charity;</p> <p align="left">(3) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her</p> <p align="left">own affairs;</p> <p align="left">(4) resigns as a Trustee by notice to the Charity (but only if at least two Trustees will remain in office when the</p> <p align="left">notice of resignation is to take effect); or</p> <p align="left">(5) is absent without the permission of the Trustees from all their meetings held within a period of six</p> <p align="left">consecutive months and the Trustees resolve that his or her office be vacated.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">20 Proceedings of Trustees</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.</p> <p align="left">(2) Any Trustee may call a meeting of the Trustees.</p> <p align="left">(3) The secretary must call a meeting of the Trustees if requested to do so by a Trustee.</p> <p align="left">(4) Questions arising at a meeting must be decided by a majority of votes.</p> <p align="left">(5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.</p> <p align="left">(6) No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is</p> <p align="left">purported to be made.</p> <p align="left">(7) The quorum shall be two or the number nearest to one third of the total number of Trustees, whichever is the</p> <p align="left">greater or such larger number as may be decided from time to time by the Trustees.</p> <p align="left">(8) A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which</p> <p align="left">that Trustee is not entitled to vote.</p> <p align="left">(9) If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may</p> <p align="left">act only for the purpose of filling vacancies or of calling a general meeting.</p> <p align="left">(10) The person elected as the Chair shall chair meetings of the Trustees.</p> <p align="left">(11) If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the</p> <p align="left">meeting, the Trustees present may appoint one of their number to chair that meeting.</p> <p align="left">(12) The person appointed to chair meetings of the Trustees shall have no functions or powers except those</p> <p align="left">conferred by this constitution or delegated to him or her in writing by the Trustees.</p> </font><font face="TimesNewRoman" size="3"> <p align="left">8</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(13) A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a</p> <p align="left">committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed</p> <p align="left">at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held.</p> <p align="left">(14) The resolution in writing may comprise several documents containing the text of the resolution in like form</p> <p align="left">each signed by one or more Trustees.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">21 Delegation</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The Trustees may delegate any of their powers or functions to a committee of two or more Trustees but the</p> <p align="left">terms of any such delegation must be recorded in the minute book.</p> <p align="left">(2) The Trustees may impose conditions when delegating, including the conditions that:</p> <p align="left">• the relevant powers are to be exercised exclusively by the committee to whom they delegate;</p> <p align="left">• no expenditure may be incurred on behalf of the Charity except in accordance with a budget previously</p> <p align="left">agreed with the Trustees.</p> <p align="left">(3) The Trustees may revoke or alter a delegation.</p> <p align="left">(4) All acts and proceedings of any committees must be fully and promptly reported to the Trustees.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">22 Irregularities in Proceedings</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of a committee of Trustees,</p> <p align="left">shall be valid notwithstanding the participation in any vote of a Trustee:</p> <p align="left">• who was disqualified from holding office;</p> <p align="left">• who had previously retired or who had been obliged by the constitution to vacate office;</p> <p align="left">• who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise, if,</p> <p align="left">without:</p> <p align="left">• the vote of that Trustee; and</p> <p align="left">• that Trustee being counted in the quorum, the decision has been made by a majority of the Trustees at a</p> <p align="left">quorate meeting.</p> <p align="left">(2) Sub-clause (1) of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or</p> <p align="left">her by a resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been</p> <p align="left">void.</p> <p align="left">(3) No resolution or act of:</p> <p align="left">(a) the Trustees;</p> <p align="left">(b) any committee of the Trustees;</p> <p align="left">(c) the Charity in general meeting,</p> <p align="left">shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any</p> <p align="left">procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a</p> <p align="left">member or the beneficiaries of the Charity.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">23 Minutes</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">The Trustees must keep minutes of all:</p> <p align="left">(1) appointments of Officers and Trustees made by the Trustees;</p> <p align="left">(2) proceedings at meetings of the Charity;</p> <p align="left">(3) meetings of the Trustees and committees of Trustees including:</p> <p align="left">• the names of the Trustees present at the meeting;</p> </font><font face="TimesNewRoman" size="3"> <p align="left">9</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">• the decisions made at the meetings; and</p> <p align="left">• where appropriate the reasons for the decisions.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">24 Annual Report and Return and Accounts</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The Trustees must comply with their obligations under the Charities Act 1993 with regard to:</p> <p align="left">(a) the keeping of accounting records for the Charity;</p> <p align="left">(b) the preparation of annual statements of account for the Charity;</p> <p align="left">(c) the transmission of the statements of account to the Charity;</p> <p align="left">(d) the preparation of an annual report and its transmission to the Commission;</p> <p align="left">(e) the preparation of an annual return and its transmission to the Commission.</p> <p align="left">(2) Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice</p> <p align="left">issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the</p> <p align="left">provisions of such a Statement prepared by another body.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">25 Registered particulars</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">The Trustees must notify the Commission promptly of any changes to the Charity's entry on the Central</p> <p align="left">Register of Charities.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">26 Property</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The Trustees must ensure the title to:</p> <p align="left">(a) all land held by or in trust for the Charity that is not vested in the Official Custodian of Charities; and</p> <p align="left">(b) all investments held by or on behalf of the Charity, is vested either in a corporation entitled to act as</p> <p align="left">custodian trustee or in not less that three individuals appointed by them as holding trustees.</p> <p align="left">(2) The terms of the appointment of any holding trustees must provide that they may act only in accordance with</p> <p align="left">lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the</p> <p align="left">Trustees or of the members of the Charity.</p> <p align="left">(3) The Trustees may remove the holding trustees at any time.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">27 Repair and insurance</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings</p> <p align="left">of the Charity (except those buildings that are required to be kept in repair and insured by a tenant). They must</p> <p align="left">also insure suitably in respect of public liability and employer's liability.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">28 Notices</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) Any notice required by this constitution to be given to or by any person must be:</p> <p align="left">(a) in writing; or</p> <p align="left">(b) given using electronic communications.</p> <p align="left">(2) Notice may be given to a member either:</p> <p align="left">(a) personally; or</p> <p align="left">(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or</p> <p align="left">(c) by leaving it at the address of the member; or</p> <p align="left">(d) by giving it using electronic communications to the member's address.</p> <p align="left">(3) A member who does not register an address with the Charity or who registers only a postal address that is not</p> <p align="left">within the United Kingdom shall not be entitled to receive any notice from the Charity.</p> <p align="left">(4) A member present in person at any meeting of the Charity shall be deemed to have received notice of the</p> </font><font face="TimesNewRoman" size="3"> <p align="left">10</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">meeting and of the purposes for which it was called.</p> <p align="left">(5)</p> <p align="left">(a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be</p> <p align="left">conclusive evidence that the notice was given.</p> <p align="left">(b) Proof that a notice contained in an electronic communication was properly addressed and sent shall be</p> <p align="left">conclusive evidence that the notice was given.</p> <p align="left">(c) A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case</p> <p align="left">of an electronic communication, 48 hours after it was sent.</p> </font><b><font face="TimesNewRoman,Bold" color="#231f20" size="2"> <p align="left">29 Rules</p> </font><font face="TimesNewRoman" color="#231f20" size="1"> <p align="left">(1) The Trustees may from time to time make rules or bye-laws for the conduct of their business.</p> <p align="left">(2) The bye-laws may regulate the following matters but are not restricted to them:</p> <p align="left">(a) the admission of members of the Charity (including the admission of organisations to membership) and</p> <p align="left">the rights and privileges of such members, and the entrance fees, subscriptions and other fees or</p> <p align="left">payments to be made by members;</p> <p align="left">(b) the conduct of members of the Charity in relation to one another, and to the Charity's employees and</p> <p align="left">volunteers;</p> <p align="left">(c) the setting aside of the whole or any part or parts of the Charity's premises at any particular time or times</p> <p align="left">or for any particular purpose or purposes;</p> <p align="left">(d) the procedure at general meetings and meetings of the Trustees in so far as such procedure is not</p> <p align="left">regulated by this constitution;</p> <p align="left">(e) the keeping and authenticating of records. (If regulations made under this clause permit records of the</p> <p align="left">Charity to be kept in electronic form and require a Trustee to sign the record, the regulations must</p> <p align="left">specify a method of recording the signature that enables it to be properly authenticated.)</p> <p align="left">(f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated</p> <p align="left">association.</p> <p align="left">(3) The Charity in general meeting has the power to alter, add to or repeal the rules or bye-laws.</p> <p align="left">(4) The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of</p> <p align="left">members of the Charity.</p> <p align="left">(5) The rules or bye-laws shall be binding on all members of the Charity. No rule or bye-law shall be inconsistent</p> <p align="left">with, or shall affect or repeal anything contained in, this constitution.</p> <p align="left">Robin Guthrie (Chairman)</p> <p align="left">Mark Dickson (Trustee)</p> <p align="left">Linda Baxter (Trustee)</p> <p align="left">November 2008</p> </font></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></b></i></b></b></b>
Thumbnails	Upload new thumbnail: