Friday, 26th of May 2017

Friday, 26th of May 2017

CONSTITUTION

CONSTITUTION OF THE BIRCH COMMUNITY ASSOCIATION

adopted on the fourth day of November 2009

1.         NAME

The name of the charity shall be the Birch Community Association (hereinafter called "the Association").

2.         OBJECTS

The objects of the Association are to:

  1. promote the benefit of the inhabitants of the area of benefit without distinction of sex, sexual orientation, nationality, age, disability, race or of political, religious or other opinions by associating together the said inhabitants and the statutory authorities, voluntary and other organisations 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;
  2. establish, or to secure the establishment, of a Community Centre (hereinafter called "the Centre") and to maintain and manage the same (whether alone or in co‑operation with any statutory authority or other person or body) in furtherance of the above objects;
  3. promote such other charitable purposes as may from time to time be determined.

The Association shall be non-party in politics and non-sectarian in religion. The area of benefit shall be Birch-in-Rusholme and the neighbourhood together defined by the boundaries of the postcodes M13 and M14 in the City of Manchester.

3.         POWERS

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

  1. co-operate with other voluntary organisations, statutory authorities and individuals;
    1. establish or support a local forum of representatives of community groups, voluntary organisations; statutory authorities and individuals involved in community work;
    2. promote and develop or to assist in the promotion and development of community organisations and community social enterprises in the area of benefit;
    3. acquire and distribute funds and to assist in the provision of grants to community organisations in the area of benefit;
    4. arrange and provide for, either alone or with others, the holding of exhibitions, meetings, lectures, classes, seminars or training courses, and all forms of recreational and other leisure‑time activities;
    5. collect and disseminate information on all matters relating to its objects, and to exchange such information with other bodies having similar objects whether in the United Kingdom or elsewhere;
    6. 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 issue or circulate the same whether for payment or otherwise;
    7. purchase, take on lease or in exchange, hire or otherwise lawfully acquire such property or other rights and privileges as may be necessary for the promotion of its objects, and to construct, maintain or alter the same, SUBJECT TO the provisions of Clause 17 hereof;
    8. make regulations for the proper supervision, control and management of any property which may be so acquired;
    9. sell, let, dispose of or turn to account all or any of its property or assets SUBJECT TO such consents as may be required by law;
    10. raise funds and invite or receive donations and contributions, whether by subscription or otherwise, PROVIDED THAT the Association shall not undertake any substantial trading activities except as allowed under current charity law and shall take all reasonable steps to ensure that no trading income is liable to tax;
    11. support any charitable trusts, associations or institutions formed for all or any of the objects;
    12. receive money on deposit or loan or overdraft, in such manner as the Association may think fit, SUBJECT TO such consents or on such conditions as may be required by law;
    13. invest money not immediately required for its objects in or upon such investments, securities or property as the Association may think fit, SUBJECT NEVERTHELESS to such conditions (if any) as may for the time being be imposed by law;
    14. borrow money, and SUBJECT TO such consents as may be required by law, to charge all or any of the property of the Association with the repayment of money so borrowed;
    15. subject to clause 13 hereof, employ such persons as are necessary for the proper pursuit of the objects and make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
    16. remunerate any member of the Management Committee for services rendered to the Association PROVIDED THAT:
      1. such member shall not be present at or take part in any discussions or decision relating to such remuneration;
      2. any decision to remunerate such member shall be taken unanimously by the other members present and voting at the meeting at which the decision is made;
      3. the other members are satisfied that the level of remuneration is reasonable and proper having regard to the services rendered by such members to the Association;
      4. the other members are satisfied that the services rendered to the Association are of special value to the Association having regard to such member’s ability, qualifications, or experience and/or to the level of remuneration for which he/she has agreed to provide them;
      5. the number of such members for the time being in receipt of remuneration shall not exceed a minority of members of the Management Committee.
  2. 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;
  3. provide indemnity insurance for the members of the Management Committee (or any of them) out of the funds of the Association PROVIDED any such insurance shall not extend to any claim arising from any act or omission which the members of the Management Committee (or any of them) knew to be a breach of duty or breach of trust or which was committed by members of the Management Committee (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not;
  4. affiliate to the National Federation of Community Organisations (Community Matters) and to any local federation or other organisations with similar charitable objects;
  5. do all such other lawful things as shall further the charitable objects of the Association.
4.         MEMBERSHIP
  1. Membership shall be open, irrespective of sex, sexual orientation, nationality, age, disability and race or of political, religious or other opinions to individuals aged eighteen years or over who live within the area of benefit.
  2. Individuals admitted into membership under clause 4(a) shall hereinafter be referred to as ‘members with the power to vote’.
  3. The Committee shall keep a register of all its members and a record of any subscriptions paid. Only those members recorded in the register prior to the commencement of an Annual General Meeting shall have the power to vote.

5.         SUBSCRIPTIONS

Members shall pay such subscriptions as the Management Committee may from time to time determine.

6.         REGULAR ACTIVITIES

The Management Committee may form such permanent or temporary sub-committees as are necessary for the management of regular activities in the Centre. The Management Committee shall determine the composition and terms of reference of such sub-committees in accordance with Clause 11

7.     RESIGNATION AND TERMINATION OF MEMBERSHIP

  1. Any member of the Association may resign his/her membership by giving to the Secretary of the Association written notice to that effect.
  2. The Management Committee may, by resolution passed at a meeting thereof, terminate or suspend the membership of any member, if in its opinion, his/her conduct is prejudicial to the interests and objects of the Association, PROVIDED THAT the member shall have the right to be heard by the Management Committee before the final decision is made. There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.

8.         GENERAL MEETINGS OF THE ASSOCIATION

(a)        Annual General Meetings:

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. The Secretary shall give at least twenty-one clear days notice of the Annual General Meeting individually to members or posted in a conspicuous place or places in the area of benefit or advertised in a newspaper circulating in the area of benefit.

The Chair of the Management Committee shall be the chair of the Annual General Meeting but if he or she is not present, before any business is transacted, the persons present shall appoint a chair of the meeting.

The business of each Annual General Meeting shall be:

  1. to receive the Annual Report of the Management Committee, which shall incorporate the accounts of the Association referred to below, and give an account of the work of the Association and its activities during the preceding year;
  2. to receive the accounts of the Association for the preceding financial year;
  3. to elect the Honorary Officers of the Association in accordance with Clause 9 hereof;
  4. to elect members to serve on the Management Committee, in accordance with Clause 10 (a) (ii) hereof;
  5. 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);
  6. to consider any other business of which due notice has to be given.

(b)        Special General Meetings:

The Chair of the Management Committee may at any time at his/her discretion and the Secretary shall within twenty days of receiving a written request so to do signed by not less than twenty five 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 meeting and for no other purpose. The Secretary shall give at least fourteen clear days notice of the Special General Meeting individually to members or posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit.

The Chair of the Management Committee shall act as chair of the Special Meeting. If the Chair is absent from the meeting, the members present shall choose one of their number to chair of the meeting before any other business is transacted.

9.         HONORARY OFFICERS

  1. Only members of the Association shall be eligible to serve as Honorary Officers.
  2. The members with the power to vote present at the Annual General Meeting shall elect a Treasurer of the Association and such other Honorary Officers as the Association may from time to time decide who shall serve in their respective capacities as Honorary Officers of the Management Committee. Such Honorary Officers may be appointed as members of any sub-committee established in accordance with Clause 11 hereof.
  3. At its first meeting after the Annual General Meeting the Management Committee shall elect from among its members a Chair and Secretary. Such Honorary Officers may be appointed as members of any sub-committee established in accordance with Clause 11 hereof.
  4. An Honorary Officer shall cease to hold office if he/she notifies the Secretary of the Association in writing of his/her resignation.

(e)     If a vacancy occurs by death, resignation or disqualification among the Honorary Officers of the Association, the Management Committee shall have the power to fill it from among its members.

(f)      Subject to sub-clause (d) of this clause, all Honorary Officers shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for re-election.

10.       THE MANAGEMENT COMMITTEE

The policy and general management of the affairs of the Association shall be directed by the Management Committee which shall hold at least four ordinary meetings each year. A special meeting may be called at any time by the Chair or by any two members of the Management Committee upon not less than four clear days notice being given to the other members of the Management Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than twenty one clear days notice must be given. As the charity trustees, the Management Committee shall have power to enter into contracts for the purposes of the Association on behalf of all members and may exercise on behalf of the Association any or all of the powers enumerated in Clause 3 hereof.

(a)        The Management Committee shall consist of:

  1. the Honorary Officers elected under Clause 9 hereof;
  2. up to eight individuals elected by the members with the power to vote present at the Annual General Meeting;
  3. persons co-opted individually by the Management Committee who shall serve on the Management Committee until the conclusion of the next Annual General Meeting PROVIDED THAT the number of co-opted members shall not exceed one quarter of the total number of members elected and appointed to the Management Committee in accordance with the provisions of this sub-clause and enumerated above.
  1. The Chair of the Management Committee shall act as chair at meetings of the Management Committee. If the Chair is absent from the meeting, the members present shall choose one of their number to be chair of the meeting before any other business is transacted.
  2. All members of the Management Committee shall retire from office at the conclusion of the Annual General Meeting next after the date at which they came into office but they may be re-elected or re-appointed.
  3. If casual vacancies occur among the elected members of the Management Committee it shall have power to fill these from among the members of the Association.
  4. The proceedings of the Management Committee shall not be invalidated by any failure to elect or any defect in the election, co-option or qualification of any member.
  5. A member of the Management Committee shall cease to hold office if he or she:-
  1. is disqualified from holding office by virtue of section 72 of the Charities Act 1993 (or any statutory modification or re-enactment of that provision) or
  2. becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs, or
  3. is absent without the permission of the Management Committee from all its meetings held within a period of six months and the Management Committee resolves that he/she shall cease to hold office, or
  4. notifies the Management Committee in writing of his/her resignation (PROVIDED THAT at least three members of the Management Committee will remain in office when the notice of resignation is to take effect).

The provisions of paragraphs (i) and (ii) of this sub-clause also apply to any individual holding trustee who may be appointed in accordance with Clause 17(a) below.

  1. Each member of the Management Committee, upon election or co-option to the Management Committee, shall receive a copy of the Association's constitution. No person shall be entitled to act as a member of the Management Committee, following election, re-election or co-option, until they have signed in the minute book of the Management Committee or otherwise a declaration of acceptance and willingness to act as a charity trustee of the Association.

11.     SUB-COMMITTEES

The Management Committee may appoint one or more sub-committees for supervising or     performing any activity or service. In each such case: -

(a)     the Management Committee shall define the terms and reference of the sub-committee and may also determine its composition and the duration of its activities;

(b)     all acts and proceedings of the sub-committees shall be reported as soon as possible to the Management Committee.

12.     MANAGEMENT COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED

Except as provided in sub-clauses 3 (q) and 3 (s):

  1. no member of the Management Committee (otherwise than as a trustee for the Association) shall acquire any interest in property belonging to the Association;
  2. no member of the Management Committee (otherwise than as a members of the Management Committee) shall be interested in any contract entered into by the Management Committee;

-no member of the Management Committee shall receive remuneration.

13.     PAID EMPLOYEES

  1. Management Committee shall have the sole right in exercise of the power conferred by Clause 3 (p) hereof of appointing, dismissing, and determining the terms and conditions of service of all employees of the Association;
  2. An employee of the Association staff shall not be eligible to be a member of the Management Committee or any sub-committee of the Association, but may be invited to attend such committees as a non-voting adviser.

14.     RULES OF PROCEDURE AT ALL MEETINGS

(a) Voting:

Subject to the provisions of Clause 22, all questions arising at a meeting of the Association, the Management Committee or one of its sub-committees shall be decided by a simple majority of those present and voting. Each member shall have one vote and in case of an equality of votes the chair shall have a casting vote in addition to any other vote he or she may have.

(b) Quorum:

  1. Committee Meetings: a minimum of three members shall form a quorum at meetings of the Management Committee and sub-committees of the Association.
  2. General Meetings: twenty members with power to vote or one third of the members with power to vote, whichever is the less, shall form a quorum at General Meetings of the Association. In the event that no quorum is present at an Annual General Meeting of the Association, or the meeting has to be abandoned, the meeting shall stand adjourned and be reconvened fourteen days later, and those members with power to vote present at that meeting shall be deemed to form a quorum.

(c) Minutes:

Signed minutes shall be kept by the Association and all its committees and the respective Secretary shall enter therein a record of all proceedings and resolutions.

15.       STANDING ORDERS AND RULES FOR THE USE OF THE CENTRE

The Management Committee shall have power to adopt and issue Standing Orders and/or Rules for the conduct of Association business and/or Rules for the use of the Centre. Such Standing Orders and Rules shall come into operation immediately, provided always that they shall be subject to review by the Annual General Meeting and shall be consistent with the provisions of this constitution.

16.       FINANCE

  1. 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, 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 incurred on behalf of the Association by employees and volunteers.
  2. An account shall be opened in the name of the Association at such a bank or such other financial institution as the Management Committee shall from time to time decide. The Management Committee shall authorise in writing the Chair, Treasurer, the Secretary of the Association and two other members of the Management Committee to sign cheques on behalf of the Association. The Management Committee may also authorise a senior member of staff to be a countersignatory provided that the amount payable does not exceed £1000. All cheques must be signed by not less than two of the authorised signatories.
  3. The Honorary Treasurer shall keep proper accounts of the finances of the Association.

17.       TRUST PROPERTY

(a) Land and Buildings:

Subject to the provisions of sub-clause (b) of this clause, the Management Committee shall cause the title of all land (which is not vested in the Official Custodian for Charities) and all investments held by or in trust for the Association to be vested in either a corporation entitled to act as custodian trustee or in not less than three nor more than four named individuals (not being members of the Management Committee) appointed by the Management Committee as holding trustees. Holding trustees shall act in accordance with the lawful directions of the Management Committee. PROVIDED THAT they act only in accordance with such lawful directions, holding trustees shall not be liable for the acts and defaults of the members of the Management Committee. Holding trustees may be removed by the Management Committee at its pleasure and shall otherwise cease to hold office in accordance with the provisions of Clause 10(f) above.

(b) Investments:

If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Association, the Management Committee may permit any investments held by or in trust for the Association to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a members of the International Stock Exchange (or any subsidiary of any stockbroking company) as nominee for the Management Committee and may pay such nominee reasonable and proper remuneration for acting as such.

18.                   ACCOUNTS

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

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

(b)        the preparation of annual statements of the accounts for the Association;

(c)        the auditing or independent examination of the statements of account of the Association;

(d) the transmission of the statements of accounts to the Charity Commission for England and Wales.

19.       ANNUAL REPORT AND RETURNS

The Management Committee shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to the preparation of an annual report and an annual return and their transmission to the Charity Commissioners for England and Wales.

20.   LIABILITY AND INDEMNITY

(a) In the execution of the trusts hereof no member of the Management Committee shall be liable:

  1. for any loss to the property of the Association by reason of any improper investment made in good faith (so long as he/she shall have sought professional advice before making such investment); or
  2. for the negligence or fraud of any agent employed by him/her or by any other members of the Management Committee in good faith (provided reasonable supervision shall have been exercised); and
  3. no member of the Management Committee shall be liable by reason of any mistake or omission made in good faith by any member of the Management Committee other than wilful and individual fraud, wrongdoing or wrongful omission on the part of the member who is sought to be made liable.

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