Constitution of Manorbier and District Community Association Registered Charity No. 701414 01. Name The name of the Association shall be Manorbier and District Community Association. (Hereinafter called "The Association"). 02. Objects and Powers. a). The objects of the Association shall be: (i). to promote the benefit of the inhabitants of the local government area known as the Community of Manorbier (hereinafter called "the area of benefit"), without distinction of sex or of political, religious or other opinions, by associating the local authorities, voluntary organisations and inhabitants in a common effort to advance education and to provide facilities in the interests of social welfare for recreation and leisure time occupation with the object of improving the conditions of life for the said inhabitants. (ii). to establish or secure the establishment of a community, sports and day care centre (hereinafter called "the centre") and to maintain and manage, or to co-operate with any local statutory body 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, c). The association shall have power to affiliate to the National Federation of Community Organisations, and to other organisations with similar charitable objects. d). in furtherance of the said objects but not otherwise the association may: (i). Bring together in conference representatives of voluntary organisations, government departments, statutory authorities and individuals. (ii). Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses, and other leisure time activities. (iii). Collect and disseminate information on all .matters affecting the said objects and exchange such information with other bodies having similar objects wether in this country or overseas. (iv). Procure to be written and print, publish, issue, and circulate either gratuitously or otherwise such papers, books, periodicals, pamphlets, or other documents or films or recorded tapes as shall further the said objects. (v). 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. (vi). Make regulation for any property which may be so acquired. (vii). Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association. (viii). 'Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscription and otherwise, provided that the Association shall not undertake any permanent trading activities in raising funds for its' primary charitable objects. (ix). Receive money on deposit or loan and borrow or raise money in such a manner as the Association shall think fit, subject to such consents as are required by law. (x). Invest the monies of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject, nevertheless, to such conditions ( if any ) as may for the time being be imposed or required by law. (xi). Do all other lawful things as are necessary for the attainment of the said objects. 3. Membership. a). Membership shall be open, irrespective of political party, nationality, religious opinion, sex, race or colour to: (i). Individuals of 18 years and over living in the area of benefit. (ii). Affiliated groups, which shall be such properly constituted national, international and local voluntary or non-profit distributing organisations, whether corporate or unincorporated, as are interested in furthering the said work. (iii). Individual members of such affiliated groups of 18 years and over who live outside the area of benefit. (iv). Individuals over 18 living outside the area of benefit and not being members of an affiliated group, who shall be called Associate Members and who shall not have the right to vote at General Meetings of the Association. (v). Individuals under the age of 18 may be admitted into Junior Membership as and when, and subject to such conditions as the General Committee may decide. Junior members shall not be entitled to vote. b). Sections shall be such groups of individuals as may, with the permission of the General Committee ( hereinafter mentioned } be formed within the Association for the furtherance of common activities. The General Committee shall determine the terms of reference and powers of each section, and may also determine the duration of its' activities. c). Each member organisation as set out in clause 03. a). (ii). and each section established in accordance with clause 03. b). shall: appoint one individual person to represent it and vote on its' behalf at meetings of the General Committee and at General meetings of the Association. Each organisation and section may appoint a reserve representative. Organisation must inform the secretary in writing of who their representatives and reserves are. In the event of such an individual person, representative or reserve resigning or otherwise leaving an organisation he or she shall forthwith cease to be a representative thereof. The organisation shall have the right to appoint a new representative, informing the secretary in writing. 04. Subscriptions All individual members and affiliated groups shall pay such subscription as the General Committee may from time to time determine. 05. Termination of Membership The General committee shall have the right for good and sufficient reason, to suspend or terminate the membership of an individual or an affiliated group, provided that the individual member or the individual representing the affiliated group shall have the right to be heard by the General Committee before a final decision is made. 06. The General Committee. a). Subject as hereinafter mentioned the policy and general management of the affairs of the Association shall be directed by a General Committee ( hereinafter called " the committee" ), which shall meet not less than 4 times a year. b). The committee shall consist of: (i). The Honorary Officers elected under clause 7 hereof (ii). One representative appointed by each 01/. Affiliated group, 02/. Section, ( in accordance with clause 03. c). hereof ). (iii). The members of Manorbier Community Council. (iv). The local ward member of Pembrokeshire County Council. (v). 4 representatives of individual members. Representatives of individual members shall be elected from among and by themselves at the Annual General Meeting, or at a subsequent General Meeting. (vi). In addition to the members so elected and also those serving by virtue of clauses 07. and 03. ( ii). hereof, the committee may co-opt up to 4 further members, who shall be members of the Association whether individuals or representatives or a combination of both, and who shall serve until the conclusion of the next Annual General Meeting after individual co-option. Provided that the number of co-opted members shall not exceed one third of the total number of members of the elected and appointed committee in accordance with clause 06. b). parts (i)., (ii).,(iii).,(iv). and (v}. hereof. (vii). In addition to all other members the committee may ask any or all local statutory bodies to appoint a non-voting representative to the committee. c). The proceedings of the committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member. d). 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 committees shall be reported back: to the Committee as soon as possible. 07. Honorary Officers. a). Only members of the Association whether individual or representative shall be eligible to serve as Honorary Officers or members of the committee. b). At the Annual General Meeting hereinafter mentioned, the Association shall elect a Chairman, Vice-Chairman, Treasures and secretary and such other honorary officers as the Association shall from time to time decide. c). If vacancies occur among the Honorary Officers, the committee shall have the power to fill these from among its' members. 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 election at that meeting. 08. Paid Officers. a)- The Committee may appoint or dismiss and fix the remuneration of such staff as may in its' opinion be necessary. No paid member of the Association's staff shall be a voting member of the committee. b). The committee may determine which, if any, persons employed by or seconded to the Association shall be invited, in a non-voting capacity, to attend meetings of the Association, the Committee and other committees. 09. Meetings of The Association. a). The first General Meeting of the Association shall be held not later than 31 December 1988 and once in each year thereafter an Annual General Meeting of the Association shall be held, during November or December, at such a time and place as the committee shall determine. The secretary shall ensure that notice of the meeting is posted in the community at least 21 day before it is due to take place. b) The business shall include; (i). Consideration of the Annual Report of work done by or under the auspices of the Committee. (ii). Consideration of the accounts. (iii). Election of the Honorary Officers in accordance with Clause 07. hereof. (iv). Election of representatives of individual members to serve on the committee in accordance with clause 06. (v). hereof. (v). Consideration of any other business for which due notice has been given. (vi). Whenever necessary, consideration of and voting on proposals to alter this constitution in accordance with Clause 15. hereto. c). The Chairman of the 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 25 members whether individual or representatives and giving reasons for the request, call a special General Meeting of the Association. 10. Rules of Procedure at all Meetings. a). Voting. Subject to the provision of Clause 15., all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote therat. No member shall exercise more than one vote not withstanding that s/he may have been appointed by 2 or more interests. In case of an equality of votes the Chairman shall have a second or casting vote. b). Quorum. (i). The quorum at a Committee meeting shall be equal to one third of the members appointed under 06. b). (i),(ii) and (v). (ii). Twenty members or one third of the members ( whichever is the less ), shall form a quorum at the General Meeting of the Association. (iii). The committee may set whatever quorum it considers fit for any special or standing committee. c). Minutes. Minute books shall be kept by the Association, the Committee and all other committees and the appropriate secretary shall enter therein a record of all proceedings and resolutions. 11. Standing Orders and Rules for the use of the Centre. The committee shall have the power to adopt and issue Standing Orders and/or Rules for the use of the Centre(s). Such Standing Orders and Rules shall come into operation immediately, provided always that they shall not be inconsistent with the provisions of this Constitution. 12. Finance. a). All money raised by for on behalf of the Association shall be applied to further the objects of the Association, and for no other purpose, provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment of reasonable out-of-pocket expenses. b). The Treasurer shall keep proper accounts of the finances of the Association. c). A statement of accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as laid down by the regulations governing charities. d). A bank account shall be opened in the name of the Association with such bank(s) as the committee shall from time to time decide. e). The Committee shall authorise in writing the Treasurer, the Secretary of the Association and two members of the Committee to sign cheques on behalf of the Association. All cheques must be signed by the Treasurer and one other of the authorised signatories 13. Trust Property. The title to all real or personal property which may be acquired by or on behalf of the Association shall be vested in a Corporation Lawfully entitled to act as a Custodian Trustee, who shall enter into a Deed of Trust setting forth the purpose and conditions under which it holds such property in trust for the Association. 14. Dissolution. If the committee by a simple majority decided at any time that on grounds of expense or otherwise, it is necessary to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote and of the inhabitants of the area of benefit of the age of 18 and upwards, of which meeting not less than 21 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 Director of the National Federation of Community Organisations. If such a decision shall be confirmed by a simple majority of all those present and voting at such a meeting, the 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 proper debts and liabilities shall be applied towards the charitable purposes for the benefit of the inhabitants of the area of benefit as the committee may decide and as may be approved by the Charity Commissioners for England and Wales. 15. Alterations to The Constitution. Any proposal to alter this constitution must be delivered in writing to the secretary of the Association not less than 28 days before the date of the meeting at which it is first to be considered. An alteration will require the approval of both: a), a simple majority of the committee present and voting at a committee meeting. b). a two thirds majority of individual members and representatives of the affiliated groups and sections of the Association present and voting at a General Meeting. Notice of such a meeting must have been given in accordance with normal procedures but not less than 14 clear days prior to the meeting in question and giving the wording of the proposed alteration. Provided that no alteration to Clause 02. Objects and Powers, 14. Dissolution or to this clause shall be made and no alteration shall be made which has the effect of causing the Association to cease to be a charity at law. [ BACK ]