CONSTITUTION OF THE GOLDSWORTH PARK COMMUNITY ASSOCIATION
1. NAME (a) The name of the Association is the Goldsworth Park Community Association (hereinafter called “the Association”).
2. ADMINISTRATION (a) Subject to the matters set out below the Association and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause 10 of this constitution].
3. OBJECTS (a) The objects of the Association are:
( i) to promote the benefit of the inhabitants of the area bounded by Robin Hood Road, St. John’s Road, Goldsworth Road, Bridge Barn Lane, Well Lane, Bullbeggers Lane, Horsell Birch and Littlewick Road in the County of Surrey (hereinafter called “the area of benefit”) without distinction of sex, ethnic origin or of political, religious or other opinions by associating the local authorities, voluntary organisations and inhabitants in a common effort to promote the interests of the residents, to provide facilities in the interests of social welfare for recreation, leisure-time occupation and education with the object of improving the conditions of life for the said inhabitants;
( ii) to establish or to secure the establishment of a Community Centre (hereinafter called “the Centre”) and to maintain and manage, or to co-operate with any local statutory authority in the maintenance and management of, such a Centre for activities promoted by the Association and its constituent bodies in furtherance of the above objects. (b) The Association shall be non-party in politics and non-sectarian in religion.
4. POWERS (a) In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
( i) power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
( ii) power to invest the moneys of the Association not immediately required for the objects in or upon such investments, securities or property as may be thought fit, subject to such conditions as may be imposed or required by law;
( iii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
( iv) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Association;
( v) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for the staff and their dependants;
( vi) power to repay to members reasonable out-of-pocket expenses which have been properly incurred with the prior agreement of the Executive Committee;
( vii) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
(viii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
( ix) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
( x) power to do all such other lawful things as are necessary for the achievement of the objects.
(a) Membership of the Association shall be of two kinds:
( i) individual members who shall be Full, Junior or Associate Members;
( ii) group members who shall be the Constituent Bodies and Sections.
6. INDIVIDUAL MEMBERSHIP
(a) Individual membership shall be open, irrespective of political party, nationality, religious opinion, race, colour or sex, to:
( i) all persons aged eighteen and over living in the area of benefit who shall be called Full Members;
( ii) all persons under the age of eighteen living in the area of benefit who shall be called Junior Members. Junior Members shall not have the right to vote at members’ meetings but may elect from among themselves two representatives to the Executive Committee. The manner in which Junior Members elect their representatives shall be determined by the Executive Committee from time to time;
( iii) Well-wishers anywhere who shall be called Associate Members. Associate Members shall not have the right to vote at members’ meetings.
7. GROUP MEMBERSHIP
(a) Constituent Bodies shall be local statutory authorities and such voluntary organisations as operate in the area of benefit and satisfy the Executive Committee that they are independent organisations or branches of independent national or other organisations.
(b) Sections shall be such groups as may, with the permission of the Executive Committee, be formed within the Association among the individual members for the furtherance of a common activity.
(c) Each Constituent Body and Section shall have the right to appoint one representative to be a member of the Executive Committee and at any time by giving notice in writing to the Secretary of the Association to revoke the appointment of such a member and to appoint another member in his/her place. Such a member shall have the right to attend and to vote at meetings of the Executive Committee.
8. TERMINATION OF MEMBERSHIP
(a) The Executive Committee shall have the right for good and sufficient reason to terminate the membership of individual members or of Constituent Bodies or Sections. Such members shall have the right to be heard by the Committee before a decision is made.
(a) All members and Constituent Bodies shall pay such subscription as the Executive Committee may from time to time determine.
10. EXECUTIVE COMMITTEE MEMBERSHIP
(a) The Executive Committee shall consist of:
( i) the Officers of the Association in accordance with Clause 12(a);
( ii) the representatives appointed by Constituent Bodies and Sections in accordance with Clause 7;
( iii) such number of representatives of Full Members elected at the Annual General Meeting, not exceeding sixteen persons;
( iv) in addition the Executive Committee may co-opt further members who shall be members of the Association provided that the number of co-opted members shall not exceed one-third of the total number of members of the Executive Committee as defined above.
11. EXECUTIVE COMMITTEE CONDITIONS OF MEMBERSHIP
(a) Members appointed to the Executive Committee shall be over 18 years of age.
(b) All members of the Executive Committee shall retire annually but shall be eligible to be appointed or co-opted again.
(c) No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the charity.
(d) The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and return and their transmission to the Charity Commissioners.
(e) No member of the Executive Committee shall acquire any interest in property belonging to the Association (otherwise than as a trustee for the charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
(f) A member of the Executive Committee shall cease to hold office if he or she:
( i) 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);
( ii) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
( iii) is absent without 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; or
( iv) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
(a) The Annual General Meeting shall elect a Chairman, a Vice-Chairman, a Treasurer, a Secretary and such other officers as the Association as it may from time to time determine. Any casual vacancy arising in the officers will be filled by a person appointed by the Executive Committee.
(b) In recognition of the contribution of certain individuals the Executive Committee may from time to time bestow the title of President, Vice-President or other title on particular members. The presence of these respected members at meetings of the Executive Committee is welcomed but they may not vote. These titles will become void at each Annual General Meeting.
13. RULES OF PROCEDURE AT ALL MEETINGS
(a) Subject to the provisions of Clause 21, all questions arising at any meeting shall be decided by simple majority of those present and entitled to vote thereat. No member shall exercise more than one vote notwithstanding that he or she may be appointed to represent two or more interests but in case of an equality of votes the Chairman shall have a second or casting vote.
(b) One-third of the members shall form a quorum at meetings of the Executive Committee and all other committees. Twenty-five members shall form a quorum at General Meetings of the Association.
(c) Minute books shall be kept by the Association, the Executive Committee and all other committees and the appropriate Secretary shall enter therein a record of all proceedings and resolutions.
(d) If the Chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
14. EXECUTIVE COMMITTEE MEETINGS
(a) The Executive Committee shall meet not less than four times a year.
(b) The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any enquiry or supervising or performing any function or duty provided that all acts and proceedings of any sub-committee shall be fully and promptly reported to the Executive Committee.
(c) The Executive Committee will encourage the presence at their meetings of the following representatives who may not vote:
( i) two representatives of Junior Members, if such representatives have been appointed in accordance with Clause 6(b);
( ii) two representatives appointed by the Trustees if Trustees shall have been appointed in accordance with Clause 19;
( iii) such persons employed by or seconded to the Association as the Executive Committee may from time to time determine in accordance with Clause 4.
15. ANNUAL GENERAL MEETING
(a) Once each year, in the month of November, the Executive Committee shall convene an Annual General Meeting of the Association, which all individual members and representatives of the Constituent bodies and Sections shall be entitled to attend, for the purpose of receiving the Annual Report of the Executive Committee and the annual audited Statement of Account; of appointing Officers of the Association; of accepting resignations of members of Executive Committee; of electing representatives of Full Members to serve on the Executive Committee; of appointing an auditor or auditors; of making recommendations to the Executive Committee and, whenever necessary, of voting on proposals to amend this Constitution in accordance with Clause 21 hereof.
16. SPECIAL GENERAL MEETINGS
(a) The Chairman or Secretary may at any time at their discretion, and shall within twenty-one days of receiving a written request to do so signed by not less than twenty members having the power to vote and giving reasons for the request, call a Special General Meeting of the Association for the purpose of altering the constitution in accordance with Clause 21 hereof or of considering any matter which may be referred to them by the Executive Committee or for any other purpose.
17. STANDING ORDERS AND RULES FOR USE OF THE CENTRE
(a) The Executive Committee shall have the power to adopt and issue Standing Orders and Rules for the use of the Centre. Such Standing Orders shall come into operation immediately, provided always that they shall not be inconsistent 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.
(b) The funds of the Association shall be paid into an account operated by the Executive Committee in the name of the Association at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
(c) The Executive Committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the keeping of proper accounting records of the Association.
(d) The accounts shall be audited at least once a year by auditors who shall be appointed at the Annual General Meeting.
(e) An audited statement of accounts for the last year shall be submitted by the Executive Committee to the Annual General Meeting and transmitted to the Charity Commissioners.
(a) The title of all and any real property which may be acquired by or for the purpose of the Association shall be vested in the Official Custodian for Charities or Holding Trustees who shall be appointed by the Executive Committee and who shall enter into a Deed of Trust setting forth the purpose and conditions under which they hold the said property in trust for the Association. The number of Trustees shall not be less than three nor more than four.
(a) If the Executive 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 Full Members of the Association of which meeting not less than twenty-one days 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 and Wales and the Secretary for the National Federation of Community Associations. If such decision shall be confirmed by a simple majority of those present and voting at such meeting the Executive 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 charitable purposes for the benefit of the inhabitants of the area of benefit as the Executive Committee decide and as may be approved by the Charity Commissioners for England and Wales.
21. ALTERATION TO THE CONSTITUTION
(a) Any proposal to alter this Constitution must be delivered in writing to the Secretary of the Association not less than twenty-one days before the date of the meeting at which it is to be considered.
(b) An alteration will require the approval of both:
( i) a simple majority of the members of the Executive Committee present and voting at a Executive Committee meeting;
( ii) a two-thirds majority of Full Members and representatives of the Constituent Bodies and Sections of the Association present and voting at a General Meeting.
(c) Notice of such meeting must have been given in accordance with normal procedure but not less than twenty-one days prior to the meeting in question and giving the wording of the proposed alteration.
(d) No alteration shall be made which would cause the Association to cease to be a charity in Law.
(e) No amendment may be made to clause 1 (the name of the Association), clause 3 (objects), clause 11(e) (personal interest), clause 19 (dissolution) or this clause without the prior consent in writing of the Charity Commissioners.
Dated November 1994