|
Constitution
of High Peak CVS
| 1
Name |
|
The council shall
be known as High Peak Council For Voluntary Service (hereinafter
called "the Council".
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| 2
Administration |
|
Subject to the
matters set out below the Council and its property shall
be administered and managed in accordance with this constitution
by the members of the Executive or Management Committee,
constituted by clause 7 of this constitution ("the
Executive or Management Committee"), who shall be the
trustees.
|
| Provided
that in carrying out these charitable purposes, the Council
will seek to challenge all forms of oppression and inequality
and to give priority to working with people whose full participation
in society is limited by economic, political and social disadvantage.
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| 3
Objects |
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The Council's
objects ("the objects") are:
|
| a |
to
promote any charitable purposes for the benefit of the community
in the local government district of High Peak (hereinafter
called "the area of benefit") and, in particular,
the advancement of education, the protection of health and
the relief of poverty, distress and sickness; |
| b |
to
promote and organise co-operation in the achievement of the
above purposes and to that end to bring together in council
representatives of the voluntary organisations and statutory
authorities within the area of benefit; |
| Provided
that in carrying out these charitable purposes, the Council
will seek to challenge all forms of oppression and inequality
and to give priority to working with people whose full participation
in society is limited by economic, political and social disadvantage.
|
|
4 Powers
|
| In
the furtherance of the above purposes, but not otherwise,
the Council shall have power to: |
| a |
raise
funds and to invite and receive contributions provided that
in raising funds the Executive Committee shall confirm to
any relevant requirements of the law; |
| b |
buy, take on
lease or in exchange any property necessary for the achievement
of the objects and maintain and equip it for use;
|
| c |
subject
to any consents required by law to sell, lease or dispose
of all or any part of the property of the Council; |
| d |
subject
to any consents required by law to borrow money and to charge
all or any part of the property of the Council with repayment
of the money so borrowed; |
| e |
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); |
| f |
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;
|
| g |
to
establish or support any charitable trusts, associations or
institutions formed for all or any of the objects; |
| h |
to
appoint and constitute such advisory committees as the Executive
Committee may think fit; |
| i |
to
do all such other lawful things as are necessary for the achievement
of the objects. |
| 5
Membership of the Council |
| a |
The members of
the Council shall be the representatives of those voluntary
organisations and statutory authorities operating in the
area of benefit and pursuing any of the said purposes and
such other persons as are referred to in Clause 5(d) and
5(e) below who are invited from time to time by the Council
to become members.
In the event
of any such individual person resigning or otherwise leaving
the said organisation or authority (as the case may be)
he or she shall immediately cease to be the representative
of that organisation or authority.
|
| b |
Each
member organisation shall appoint an individual to represent
it and to vote on its behalf at meetings of the Council; and
may appoint an alternative individual to replace its appointed
representative at any meeting of the Council if the appointed
representative is unable to attend. |
| c |
Each
member organisation shall notify the name of the representative
appointed by it and of any alternate to the secretary. |
| d |
The
Council may from time to time invite any person holding Office
within the area of benefit to become an ex-officio member
of the Council provided always that such person shall on leaving
office cease to be a member. |
| e |
The
Council may co-opt persons having a special knowledge or experience
and for such period as the Council shall determine provided
always that the number of co-opted members shall not exceed
at any one time one-fourth of the representative members of
the council. |
| f |
Every
member of the council shall have one vote. |
| g |
The
Council may invite any person to attend its meeting as an
observer but without power to vote. |
| h |
The
Executive or Management Committee hereinafter mentioned shall
have the right for good and sufficient reason to terminate
the membership of (i) any voluntary organisation or statutory
authority or (ii) any person being a member by virtue of sub-clauses
(d) and (e) of this clause provided that the individual person
or persons representing such organisation or authority (as
the case may be) and the person or persons being members by
virtue of sub-clause (d) and (e) hereof shall have the right
decision is made. |
| i |
The
first members of the Council shall be those indicated in the
Schedule. |
| 6
Honorary Officers |
| a |
At
the Annual General Meeting of the Council the members shall
elect from amongst themselves a Chairperson, a Treasurer,
and such other honorary Officers as the Council may from time
to time decide, who shall hold office from the end of that
meeting. |
| b |
The
Chairperson and Honorary Officers shall hold office until
the end of the Annual General Meeting of the Council next
after their election but shall be eligible foe re-election
provided that no chairperson shall hold office for more than
six consecutive years. On the expiration of such period one
further year must elapse before any chairperson shall be eligible
for re-election, in line with sub-clause 7(l) hereof. |
| c |
The
Chairperson and Honorary Oficers shall be ex-officio members
of the Executive Committee established by Clause 7 of this
Constitution and of any other committee. |
| d |
The
Council shall appoint one or more qualified auditors and may
determine their remuneration (if any) at the Annual General
Meeting. |
| e |
Nominations
from members of the Council for Honorary Officers must be
in writing and must be in the hands of the Secretary at least
fourteen days before the Annual Meeting. Should nominations
exceed vacancies, election shall be by ballot. The Committee
may fill any casual vacancy occurring in the offices of Honorary
Officers elected by the Council, and may, subject to any conditions
imposed by the Council, appoint any other Honorary Officers,
but all such appointments shall be subject to confirmation
by the Council at its next meeting. |
| 7
Executive or Management Committee |
| a |
Subject
to any conditions imposed from time to time by the Council
and as hereinafter mentioned, the policy and general management
of the affairs of the Council shall be directed by an Executive
or Management Committee (hereinafter called "the Committee")
whose membership shall compromise the following:
i ex-officio the Honorary Officers of the Council in accordance
with Clause 6(c);
ii not less than six and no more than eleven elected ordinary
members of the Committee. |
| b |
The
first members of the Committee shall be the Honorary Officers
and those elected at the first Annual Meeting of the Council
and in accordance with clause 11 hereof, and subsequent Committees
at subsequent AGMs likewise, subject to sub-clause (e) hereof. |
| c |
In
addition to the members so elected and to those serving in
accordance with clause 6(c) hereof the Chair of the Finance
Committee hereinafter mentioned and any of any Special and/or
Standing Committee shall be ex-officio members of the Committee. |
| d |
In
addition the Committee shall have power to co-opt persons
whether or not being members of the Council to serve on the
Committee and subject as hereinafter provided for such period
as the Committee shall determine provided that the number
of such co-opted members shall not exceed one-fourth of the
total number of elected members serving on the Committee at
any one time. |
| e |
Election
(as opposed to co-option) to the Committee shall be for three
years. One-third of the elected members of the Committee shall
retire annually but, subject to sub-clause (l) of this clause,
shall be eligible for re-election, the members so to retire
being those who have been longest in office since their last
election, but not reckoning ex-officio or co-opted members.
In the case of two or more members who have been in office
the same length of time, those due to retire shall be chosen
by lot. |
| f |
The
Committee shall meet not less than three times a year. |
| g |
Every
member of the Committee shall have one vote subject to sub-clause
(i) hereof. |
| h |
Any
casual vacancy on the committee may be filled up by the Committee
and any person appointed to fill such a casual vacancy shall
hold office until the conclusion of the next Annual General
Meeting of the council and shall be eligible for election
at that meeting provided that the period before any such election
shall not be taken into account when calculating a member's
six yearly term under sub-clause (l) of this clause. |
| i |
Representatives
of bodies giving substantial funding to the Council or to
whom the Council (through its Executive Committee) is contracted
shall not be eligible to be voting members of the Executive
Committee. |
| j |
The
proceedings of the committee shall not be invalidated by any
inability to appoint or any defect in the appointment, election,
co-option or qualified of any member therefore, [subject to
presence of a quorum of members given in sub-clause 10(c)
hereof elected in accordance with the Constitution.] |
| k |
The
Committee shall appoint such staff as shall in its opinion
be necessary and shall determine his, her or their remuneration,
duties and conditions of service. |
| l |
No
representatives or co-opted member of the Committee shall
serve for more than six consecutive years. On the expiration
of such period one further year must elapse before any such
representative or member shall be eligible for re-election. |
| 8
Determination of Membership of Executive Committee |
|
A member of the
Executive Committee shall cease to hold office if he or
she:
|
| a |
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); |
| b |
becomes
incapable by reason of mental disorder, illness or injury
of managing and administering his or her own affairs; |
| c |
is
absent without the permission of the Executive Committee from
all their meetings held within a period of six months and
the Executive Committee resolve that his or her office be
vacated provided that a member faced with removal shall have
the right to be heard by other members of the Executive Committee
before a vote is taken; |
| d |
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 affect);
or |
| e |
fails
to declare an interest under the provision of clause 9(a)
hereof. |
|
9 Executive
Committee Members not to be personally interested
|
| a |
Subject
to the provisions of sub-clause (b) of this clause no member
of the Executive Committee shall acquire any interest in property
belonging to the Council (otherwise than as a trustee for
the Council) or receive remuneration or be interested (otherwise
than as a member of the Executive Committee) in any contract
entered into by the Executive Committee. |
| b |
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 Council: 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. |
|
10 Meetings
and proceedings of the Executive Committee
|
| a |
The
Executive Committee shall hold at least three ordinary meetings
each year. A special meeting may be called at any time by
the Chairperson 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. |
| b |
The
Chairperson shall act as chair at meetings of the Executive
Committee. If the Chairperson is absent from any meeting,
the members of the Executive Committee present shall choose
one of their number to be chair of the meeting before any
other business in transacted. |
| c |
There
shall be a quorum when at least one third of the number of
voting 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. |
| d |
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 chair of the meeting
shall have a second or casting vote. |
| e |
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. |
| f |
The
Executive Committee may from time to time make and alter rules
for the conduct of their business, the summoning and conduct
of their meeting and the custody of documents. No rule may
be made which is inconsistent with the constitution. |
| g |
The Council,
or, failing the Council, the Committee, may appoint a Finance
Committee and such other standing Committees as may be deemed
necessary and may determine their terms of reference, powers,
duration and membership provided that:
i No Committee
appointed under this clause may be given power to co-opt
more than one-fourth of its total membership
ii All acts and proceedings of any such Standing Committees
shall be fully and promptly reported to the Executive Committee.
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|
11 Annual
General Meeting
|
| a |
There
shall be an annual general meeting of the council which shall
be held in the month of
…………………………………………………………
in each year or as soon as practicable thereafter, subject
to no meeting being more than 15 calendar months after the
preceding Annual Meeting. |
| b |
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 members of the Council. All the members
of the Council shall be entitled to attend and vote at the
meeting. |
| c |
Before
any other business is transacted at the first annual general
meeting the persons present shall elect a chair of the meeting,
who shall be the Chairperson of the Council. The meeting will
also elect other Honorary Officers. The Chairperson shall
be the chair of subsequent annual general meetings (in line
with clause 6(b)), but if he or she is not present , before
any other business is transacted, the persons present shall
appoint a chair of the meeting. |
| d |
The
Executive Committee shall present for consideration and approval
to each annual general meeting the annual report and audited
accounts of the council for the preceding year. |
| e |
The
Council shall appoint the auditors. |
| f |
Nominations
for elections to the Executive Committee must be made by members
of the Council 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. |
|
12 Special
General Meetings
|
| The Executive
Committee may call a special general meeting of the Council
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. |
|
13 Receipts
and expenditure
|
| a |
The
funds of the Council, including all donations, contributions
and bequests, shall be paid into an account operated by the
Executive Committee in the name of the Council at such bank
as the Executive Committee shall from time to time decide.
All cheques and other negotiable instruments drawn on the
account must be signed by two authorised signatories as determined
by the executive. |
| b |
The
funds belonging to the Council shall be applied only in furthering
the objects. |
|
14 Property
|
| a |
Subject to the
provisions of sub-clause (b) of this clause, the Executive
Committee shall cause the title to:
i all land
held by or in trust for the council which is not vested
in the Official Custodian for Charities; and
ii all investments held by or on behalf of the council;
To be vested
either in a corporation entitled to act as custodian trustee
or in not less than three individuals appointed by them
as holding trustees. Holding trustees may be removed by
the Executive Committee at their pleasure and shall act
in accordance with the lawful directions of the Executive
Committee. Provided they act only in accordance with the
lawful directions of the Executive Committee, the holding
trustees shall not be liable for the acts and defaults of
its members.
|
| b |
If
a corporation entitled to act as custodian trustee has not
been appointed to hold the property of the Council, the Executive
Committee may permit any investments held by or in trust for
the Council 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. |
|
15 Accounts
|
| The
Executive Committee shall comply with their obligations under
the Charities Act 1992/93 (or any statutory re-enactment or
modification of that Act) with regard to : |
| a |
the
keeping of accounting records for the Council; |
| b |
the
preparation of annual statements of account for the Council; |
| c |
the
auditing or independent examination of the statements of account
of the Council; and |
| d |
the
transmission of the statements of account of the Council to
thew Commissioners. |
|
16 Annual
Report
|
| The Executive
Committee comply with their obligations under the Charities
Act 1992/93 (or any statutory re-enactment or modification
of that act) with regard to the preparation of an annual report
and its transmission to the commissioners. |
|
17 The Council's
year and audit
|
| a |
The
Council's year shall run from April 1 to March 31. Once at
least in every year the accounts of the Council shall be audited
by the auditors appointed under clauses 6 and 11 hereof. |
| b |
The
Executive Committee shall comply with their obligations under
the Charities Act 1992/93 (or any statutory re-enactment or
modification of that Act) with regard to the preparation of
an annual return and its transmission to the Commissioners.
|
|
18 Dissolution
|
| If the Executive
Committee decides that it is necessary or advisable to dissolve
the Council it shall call a meeting of all members of the
Council; 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 Council.
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 Council as the members of the
Council 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 Council must be sent to the Commissioners. |
|
19 Alterations
to the Constitution
|
| a |
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 purposed. |
| b |
No
amendment may be made to clause 1, clause 2, clause 3, clause
9, clause 18, or this clause without the prior consent in
writing of the Commissioners. |
| c |
No
amendment may be made which would have the affect of making
the Council cease to be a charity at law. |
| d |
The
Executive Committee should promptly send to the Commissioners
a copy of any amendment made under the clause. |
|
20 Notices
|
| Any
notice required to be served on any number of the Council
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 a 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. |
|
21 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.
|
|
22 Interpretation
|
|
The Interpretation
Act 1978 applies for the interpretation of this Constitution
as it applies for the interpretation of an Act of Parliament.
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Adopted on the …………day
of …………………………..2000.
This constitution was
adopted on the date mentioned above by the persons whose signatures
appear below.
Signed:
1…………………………………………………Name………………………
2…………………………………………………Name………………………
3…………………………………………………Name………………………
4…………………………………………………Name………………………
5…………………………………………………Name………………………
6…………………………………………………Name………………………
National Association
of
Councils for Voluntary Service
3rd Floor
Arundel Court
177 Arundel Street
Sheffield S1 2NU
Tel: 0114 278 6636
Fax: 0114 278 7004
Registered Charity
No: 1001635
|
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