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BROOK MEADOW CONSERVATION GROUP

CONSTITUTION

This amended Constitution was formerly adopted at the Annual General Meeting on 5th October 2004.

1. NAME

The name of the Association is the Brook Meadow Conservation Group hereinafter called "the Association".

 

2. OBJECTS

'The Association' is established to promote the conservation and protection of the wildlife and natural environment within Emsworth area, especially the site known as Brook Meadow, situated to the east of Palmers Road car park.

 

3. POWERS

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

a) Undertake practical conservation work.

b) Raise public awareness of the need for biodiversity conservation through such means as interpretation boards, natural history leaflets, newsletters and organising wildlife activities for local schools or other groups.

c) Promote the training of volunteers and involve / enthuse the general public in the principles / practices of conservation.

d) Encourage the active involvement of the local community to promote the aims of 'the Association'.

e) To ensure effective implementation of 'the Association's' aims, develop local partnerships with Havant Borough Council, BTCV, Local Wildlife Trusts, the Environment Agency, the Emsworth Business Association and other local conservation groups.

f) Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Association.

g) Make regulations for the management of any property that may be acquired.

h) Raise funds and invite or receive donations and contributions, whether by subscription or otherwise, PROVIDED THAT the Association shall not undertake or in any way engage in any significant permanent trading activities in raising funds for its charitable objects.

i) Subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed to be necessary.

j) Support any charitable trusts, associations or institutions formed for all or any of the objects

k) 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.

l) Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects.

m) Write, print or publish, in whatever form, such papers, books, periodicals, pamphlets or other documents, including films and recorded material, as shall further its objects, and to circulate the same whether for payment or otherwise;

n) Purchase indemnity insurance to cover the liability of members of the Committee which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Association; provided that any such insurance or indemnity shall not extend to any claim arising from any act or omission which the Committee knew to be a breach of trust or breach of duty or which was committed by the Committee in reckless disregard of whether it was a breach of duty or not and provided also that any such insurance shall not extend to the costs of an unsuccessful defence to a criminal prosecution brought against the Committee in their capacity as Trustees of the Association. (iss. 2b)

o) Do all such other lawful things as shall further the charitable objects of the Association. (iss. 2c)

 

4. MEMBERSHIP

a. Full membership of the Association shall be open to:

i. Individuals of 18 years and over (irrespective of sex, sexual orientation, race, nationality, or political, religious or other opinion) who are interested in furthering the work of the Association and who have paid the annual subscription as laid down from time to time by the Management Committee and

ii. National, international and local voluntary or other non-profit distributing organisations, whether corporate or unincorporated, which are interested in furthering the said work and have paid the annual subscription

b. Each member organisation shall appoint one individual person to represent it and vote on its behalf at General Meetings of the Association. In the event of such individual person resigning or otherwise leaving an organisation he or she shall forthwith cease to be a representative therefor.

c. Honorary members may be appointed at the discretion of the Management Committee (see clause 6 below). Honorary members shall not be entitled to vote.

d. Any member of the Association may resign his/her membership by giving to the Secretary of the Association written notice to that effect.

e. The Management Committee shall have the right:

i. To approve or reject applications for membership, and

ii. For good and sufficient reason to terminate the membership of any individual or organisation provided that the individual member concerned or the individual representing such an organisation (as the case may be) shall have the right to be heard by the Management Committee before a final decision is made.

 

5. HONORARY OFFICERS

a) At the Annual General Meeting hereinafter mentioned the Association may elect a Chair, a Vice-Chair, a Treasurer, a Secretary and such other Honorary Officers, as the Association shall from time to time decide.

b) The Chair and the Honorary Officers of the Association shall hold office until the conclusion of the Annual General Meeting of the Association next after their election but shall be eligible for re-election.

c) The Chair and the Honorary Officers shall automatically be members of the Association, the Management Committee and of any other committee

 

6. MANAGEMENT COMMITTEE

a) A Management Committee (hereinafter called "the Committee"), which shall meet not less than 4 times a year, shall direct the policy and general management of the affairs of the Association. The elected Committee shall consist of not more than 9 and not less than 3 members.

b) The members of the Committee shall be elected at the Annual General Meeting of the Association in accordance with clause 9 hereof.

c) Election to the Committee shall be until the conclusion of the AGM next after their election.

d) Only full members of the Association whether individual or representative shall be eligible to serve as Honorary Officers or members of the Committee.

e) Nominations for Honorary Officers or members of the Committee must be made by full members of the association in writing and must be in the hands of the Secretary at least 7 days before the Annual General Meeting. Should nominations exceed vacancies elections shall be by ballot.

f) The Committee may co-opt up to 3 further members being full members of the Association whether individual or representative who shall serve until the conclusion of the next Annual General Meeting. The Committee may fill any casual vacancy in 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 Association and shall be eligible for re-election at the Meeting.

g) Any failure to elect or any defect in the election, appointment, co-option or qualification of any member shall not invalidate the proceedings of the Committee.

h) The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Committee.

 

7. DETERMINATION OF MEMBERSHIP OF THE COMMITTEE

A member of the Committee shall cease to hold office if he or she:

a) Is disqualified from acting as a member of the Committee by virtue of section 72 of the Charities Act l993 (or any statutory re-enactment or modification of that provision); or

b) Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; or

c) Resigns his or her office by notice in writing; or

d) Is absent from 4 consecutive meetings of the Committee and/or for good and sufficient reason three-quarters of the other members of the Committee pass a resolution that such Committee member shall be removed from office provided that a Committee member faced with removal shall have the right to be heard by the other Committee members before a vote is taken

 

8. MEETINGS OF THE ASSOCIATION

a) Once in each calendar year, an Annual General Meeting of the Association shall be held at such time and place, as the Management Committee shall determine, being not more than fifteen months after the adoption of this constitution and thereafter the holding of the preceding Annual General Meeting. At least 21 clear days' notice shall be posted in a conspicuous place or places in Emsworth.

b) The business of each Annual General Meeting shall be:

(i) To receive an account of the work of the Group during the preceding year;

(ii) To receive the accounts of the Association for the preceding financial year;

(iii) To elect officers of the Association and members of the Committee.

(iv) 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);

(v) To consider and vote on any proposals to alter this constitution

(vi) To consider any other business of which due notice has to be given

c) 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 a meeting and for no other purpose. At least 14 days clear notice shall be posted in a conspicuous place or places in Emsworth and/or advertised in a newspaper circulating in the area of benefit.

 

9. RULES OF PROCEDURE AT ALL MEETINGS

a) Quorum. The quorum at a meeting of the Association shall be one-tenth of the total actual membership of the Association for the time being and the quorum of the Committee or any committee appointed under Clause 6 hereof shall be a minimum of 3 or such other number as the Association may in General Meeting from time to time determine.

b) Voting. Save as otherwise herein provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. No person 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 of the meeting shall have a second or casting vote.

c) Minutes. The Committee and all other committees shall keep minute books and the appropriate secretary shall enter therein a record of all proceedings and resolutions.

d) Standing Orders and Rules. The Committee shall have power to adopt and issue Standing Orders and/or Rules for the Association. Such Standing Orders and/or Rules shall come into operation immediately provided always that they shall be subject to review by the Association in General Meeting and shall not be inconsistent with the provisions of this Constitution.

 

10. PAYMENTS

All moneys 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:

a) The repayment to members of the Committee of reasonable out-of-pocket expenses; and

b) The payment of any premium in respect of trustee indemnity insurance in accordance with clause 3j. (iss. 2d)

 

11. FINANCE

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

(i) The keeping of accounting records for the Association;

(ii) The preparation of annual statements of account for the Association;

(iii) The auditing or independent examination of the statements of account of the Association; and

(iv) The transmission of the statements of account of the Association to the Commissioners.

b) An audited statement of the accounts for the last financial year shall be submitted to the Annual General Meeting as aforesaid.

c) All bank accounts shall be opened in the name of the Association.

d) All cheques must be signed by at least two signatories

 

12. TRUST PROPERTY

a) The Committee shall cause the title to all land held by or in trust for the Association which is not vested in the Official Custodian for Charities and all investments held by or on behalf of the Association 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.

b) Holding trustees may be removed by the Committee at their pleasure and shall act in accordance with the lawful directions of the Committee. Provided they act only in accordance with the lawful directions of the Committee, the holding trustees shall not be liable for the acts and defaults of its members.

c) The holding trustees shall be entitled to an indemnity out of the property of the Association for all expenses and other liabilities properly incurred by them in the discharge of their duties

 

13. 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 proposed.

b) No amendment may be made to Clause 1 (the name of charity clause), Clause 2 (the objects clause), Clause 14 (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.

c) No amendment may be made which would have the effect of making the Association cease to be a charity at law.

d) The Committee should promptly send to the Commissioners a copy of any amendment made under this Clause.

 

14. DISSOLUTION

If the Committee by a simple majority decide 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 of the Association who have the power to vote, of which meeting not less than 21 days' notice (stating the terms of the Resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a two-thirds majority of those present and voting at such meeting the Committee shall have power to realise any assets held by or on behalf of the Association. 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 Association as the Committee may determine.