Constitution
Of The
Pitshanger
Community
Association
Revision 1.2, 18
Sep 01
Constitution of the
Pitshanger Community Association
The name of the organisation is the Pitshanger Community
Association (hereinafter called “the Association”).
The objects of the Association are to:
(a)
promote the benefit of those who live or work in the
Pitshanger area of Ealing (as defined in Clause 3 and hereinafter called “the area of benefit”)
without distinction of sex, sexual orientation, race or of political, religious
or other opinions, by associating together in a common effort in the interests
of social welfare, recreation and leisure-time occupation;
(b)
promote such 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 of the Association is made up of (i)
Pitshanger Park, and (ii) the area bounded by, and including, the following
streets in the Pitshanger area of Ealing:
(b)
Neville Road;
(c)
Brunswick Road, between Neville Road and Fowlers Walk;
(d)
Fowlers Walk;
(e)
Brentham Way;
(f)
Mount Avenue, between Brentham Way and Castlebar Hill, and
including Mount Close;
(g)
Castlebar Hill;
(h)
Cleveland Road, between Castlebar Hill and Kent Avenue;
(i)
Kent Avenue;
(j)
Scotch Common, to the East of Kent Avenue;
(k)
Bellevue Road and Brentcot Close;
(l)
Perivale Gardens, continuing through Pitshanger Park to
Meadvale Road (see (a)
above).
In furtherance of the said objects, but not otherwise, the
Association shall have powers to:
(a)
bring together in conference representatives of voluntary
organisations, Government departments, Parliament, statutory authorities, local
traders and residents;
(b)
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;
(c)
collect and disseminate information on all matters relating to
its objects, and to exchange such information with other bodies having similar
objectives whether in the United Kingdom or elsewhere;
(d)
write, print or publish, in whatever form, such papers, books,
periodicals, pamphlets or other documents, including films and recorded
material, as shall further its objectives, and to issue or circulate the same
whether for payment or otherwise;
(e)
purchase, take on lease or exchange, hire or otherwise
lawfully acquire such property, equipment, or other rights and privileges as
may be necessary for promotion of its objectives, and to construct, maintain or
alter the same;
(f)
make regulations for the proper supervision, control and
management of any property that may be acquired;
(g)
sell, dispose of or turn to account all or any of its property
or assets SUBJECT TO such consents as may be required by law;
(h)
raise funds and invite or receive donations and contributions,
whether by subscription or otherwise;
(i)
support any charitable trusts, associations or institutions
formed for all or any of the objects;
(j)
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;
(k)
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;
(l)
borrow money, and SUBJECT TO such consents as may be required
by law, to charge all or any property of the Association with repayment of
money so borrowed;
(i)
such member shall not be present at or take part in any
discussions or decision relating to such remuneration;
(ii)
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;
(iii)
the other members are satisfied that the level of remuneration
is reasonable and proper having regard to the services rendered by such member
to the Association;
(iv)
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;
(v)
the number of such members for the time being in receipt of
remuneration shall not exceed a minority of the members of the General
Committee.
(n)
insure and arrange insurance cover 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;
(p)
affiliate to the National Federation of Community
Organisations (Community Matters) and to other organisations with similar
charitable objects;
(q)
to do all such other lawful things as shall further the
charitable objects of the Association.
(ii)
individuals aged under eighteen years, whether living inside
or outside the area of benefit, who shall be known as junior members and who
may be admitted to membership subject to such conditions as the General
Committee may decide. They shall not
have the power to vote as individuals at General meetings of the Association or
meetings of the General Committee.
However, any Junior Section established under the provisions of Clause 7 may be represented at General meetings of the
Association or meetings of the General Committee as defined in Clauses 5(b) and 11(a)(iii);
6.
Subscriptions
(a)
All individual members and Affiliated Groups shall pay such
subscriptions as the General Committee may from time to time determine.
(b)
The General Committee may at its discretion grant membership
to two or more persons living at the same postal address on payment of a “household”
subscription. For the purposes of
Clause 5(c), no more than two named individuals per household
subscription paid shall be considered as members with power to vote.
Sections shall be such groups of individuals as may, with
the permission of the General Committee, be formed within the Association for
the furtherance of common activities.
The General Committee shall determine the terms of reference and
functions of each such Section and the duration of its activities.
8.
Resignation and Termination of Membership
(a)
Any member of the Association may resign his/her membership
and any representative of a member organisation or Section may resign such
position, by giving the Secretary of the Association written notice to that
effect.
(b)
The General Committee may, by resolution passed at a meeting
thereof, terminate or suspend any member, if in its opinion, his/her conduct is
prejudicial to the interests and objects of the Association, PROVIDED THAT the
individual member or representative of the member organisation (as the case may
be) shall have the right to be heard by the General Committee before the final
decision is made. There shall be a
right to an independent arbitrator appointed by mutual agreement.
Once in each calendar year, an Annual General
Meeting of the Association shall be held at such time and place as the General
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 before the Annual General Meeting, notice shall be posted in a
conspicuous place or places in the area of benefit, and all members of the
Association shall be notified in writing.
Affiliated Groups shall be notified at the same time.
The business of the Annual General Meeting shall be:
(i)
to receive the Annual Report of the General Committee, which
shall incorporate the accounts of the Association referred to below, the
minutes of the previous Annual General Meeting, the minutes of any Special
General Meetings held since the last Annual General Meeting, and an account of
the work of the Association and its activities during the preceding year;
(ii)
to receive the accounts of the Association for the preceding
financial year;
(iv)
to note the names of any persons appointed/elected to serve as
members of the General Committee under Clauses 11(a)(ii) and 11(a)(iii)
hereof;
(v)
to elect representatives of Full members to serve as members
of the General Committee, in accordance with Clause 11(a)(iv) hereof;
(vi)
to appoint one or more qualified auditors or independent
examiners for the coming year to audit or examine the accounts of the
Association;
(vii)
to consider and vote on any proposals to alter this
constitution in accordance with Clause 21
hereof;
(viii)
to consider any other business of which at least seven days
notice has been given in writing to the Secretary of the Association;
(b)
Special General Meetings
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 twelve 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. At least 21 clear
days before the Annual General Meeting, notice shall be posted in a conspicuous
place or places in the area of benefit, and all members of the Association
shall be notified in writing. Affiliated
Groups shall be notified at the same time.
The business of the Special General Meeting shall be:
(i)
To consider the matters specified in the advance notice of the
meeting;
(ii)
to consider any other business of which at least seven days
notice has been given in writing to the Secretary of the Association;
(a)
Only members of the Association aged eighteen years and over
shall be eligible to serve as Honorary Officers.
(b)
The members with power to vote present at the Annual General
Meeting shall elect the Chairman, Treasurer and Secretary 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 General Committee and of any Executive Committee which may be established
in accordance with Clause 12
hereof. Such Honorary Officers may be
appointed as members of any subcommittee established in accordance with Clause 13 hereof.
(e)
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.
Subject to the provisions of Clause 9 hereof the policy and
general management of the affairs of the Association shall be directed by the
General Committee which shall meet not less than six times a year. The General Committee shall have power to
enter into contracts for the purposes of the Association on behalf of the
members and may exercise on behalf of the Association any or all of the powers
enumerated in Clause 4
hereof.
(i)
the Honorary Officers elected under Clause 10 hereof;
(v)
persons co-opted individually by the General Committee who
shall serve on the General Committee until the conclusion of the next Annual
General Meeting; PROVIDED THAT the number of co-opted members shall not exceed
one third of the total number of members elected and appointed to the General
Committee in accordance with the provisions of this sub-clause and enumerated
above.
(b)
All members of the General Committee shall retire from office
at the conclusion of the Annual General Meeting next after the date on which
they came into office but they may be re-elected or re-appointed.
(c)
If casual vacancies occur among the elected members of the
General Committee it shall have power to fill these from among the members of
the Association.
(d)
The proceedings of the General Committee shall not be
invalidated by any failure to elect or any defect in the election, appointment,
co-option or qualification of any member.
(i)
becomes incapable by reason of mental disorder, illness or
injury of managing his/her own affairs, or
The provisions of this sub-clause mutatis mutandis to any member of any
Executive Committee which may be established in accordance with Clause 12 below.
(f)
Each member of the General Committee shall upon election or
appointment to the committee receive a copy of the Association’s
constitution. No person shall be
entitled to act as a member of the General Committee, following election or
re-election or appointment or re-appointment, until they have signed, in a
register to be maintained by the Secretary, a declaration of acceptance.
(g)
Except in the case of the representative of a Junior Section
established under the provisions of Clause 7, no persons under the age of eighteen shall be
members of the General Committee or of any Executive Committee which may be
established in accordance with Clause 12
hereof but such persons may be invited to attend meetings of such committees as
observers without the right to vote.
(a)
The General Committee may establish until the next following
Annual General Meeting an Executive Committee to which it may delegate the
conduct, in accordance with the general policy of the General Committee, of
such of the day-to-day affairs of the Association as the General Committee
shall decide. The Executive Committee
shall meet not less than six times a year and shall consist of:
(i)
the Honorary Officers elected under Clauses 9(a)(iii) and 10 hereof;
(ii)
up to three members elected by and from the members of the
General Committee;
(iii)
up to three further members who may be co-opted by resolution
of the Executive Committee PROVIDED THAT the number of co-opted members shall
not exceed one third of the membership of the Executive Committee;
(b)
The General Committee may make such regulations and impose
such terms and conditions and give such mandates to the Executive Committee as
it may from time to time think fit;
(c)
Every delegation under this clause shall be revocable by the
General Committee at any time;
(d)
The deliberations of the Executive Committee shall be reported
regularly to the general Committee and any resolution passed or decision taken
by the Executive Committee shall be reported promptly to the General Committee;
(e)
A member of the Executive Committee shall cease to hold office
in accordance with the provisions of Clause 11(e)
hereof.
The General Committee may appoint one or more
sub-committees for supervising the performance of any activity or service. In each case:-
(a)
the General Committee shall define the terms of 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-committee shall be
reported as soon as possible to the General Committee and/or to any Executive
Committee it may have established in accordance with Clause 12 above.
Except as provided for in sub-clauses 4(m) and 4(o):
(a)
no member of the General Committee or of the Executive
Committee shall acquire any interest in property belonging to the Association;
(b)
no member of the General Committee (otherwise than as a member
of the General Committee) shall be interested in any contract entered into by
the General Committee;
(c)
no member of the General Committee and no member of the
Executive Committee shall receive remuneration.
15.
Rules of Procedure at All Meetings
(a)
Voting
Subject to the provisions of Clause 21, any question arising
at a meeting of the Association or one of its committees shall be decided by a
simple majority of those present and voting.
No member 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 shall have a second casting vote.
(b)
Quorum
(i)
Committee Meetings: one third of the committee members with
power to vote shall form a quorum at meetings of the General Committee and all
other committees and sub-committees of the Association;
(ii)
General Meetings: twenty five 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 14 days later, and those members
with power to vote present at that meeting shall be deemed a quorum.
(c)
Records of Meetings:
Records of all meetings shall be kept by the
Association and all its committees and
the respective secretary shall enter therein details of all proceedings and resolutions.
16.
Standing Orders
The General Committee shall have power to adopt and issue
Standing Orders for the conduct of Association business. Such Standing Orders and Rules shall come
into operation immediately, provided always that they shall be subject to
review by the Association in General Meeting and that they shall be consistent
with the provisions of this constitution.
17.
Finance
(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,
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.
(b)
An account or accounts shall be opened in the name of the
Association with such financial institution(s) as the General Committee may
from time to time decide. The General
Committee shall authorise in writing the Chairman, Treasurer and Secretary to
sign cheques on behalf of the Association.
All cheques must be signed by not less than two of the three authorised
signatures.
18.
Accounts
The General Committee shall ensure that:
(a)
accounting records for the Association are kept;
(b)
annual statements of the accounts for the Association are
prepared;
(c)
the statements of accounts of the Association are audited or
independently examined;
19.
Indemnity
In the execution of trusts hereof no member of the General
Committee shall be liable;
(a)
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
(b)
for the negligence or fraud of any agent employed by him/her
or by any other member of the General Committee in good faith (provided
reasonable supervision shall have been exercised);
and no member of the General Committee or the Executive
Committee shall be liable by reason of any mistake or omission made in good
faith by any member of the General Committee or the Executive Committee other
than wilful and individual fraud, wrongdoing or wrongful omission on the part
of the member who is sought to be made liable.
If the General Committee by a simple majority decides at
any time that on the grounds of expense or otherwise it is necessary or
advisable to dissolve the Association it shall call a meeting of all members
with power to vote and of all those who live or work within the area of benefit
of the age of eighteen years and upwards.
At least 21 clear days before the meeting, notice shall be posted in a
conspicuous place or places in the area of benefit (stating the terms of the
resolution to be proposed thereat), and all members of the Association shall be
notified in writing. Affiliated Groups
shall be notified at the same time. If
such decision shall be confirmed by a simple majority of those present and
voting at such meeting the General 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 such charitable purposes for the benefit
of the inhabitants of the area of benefit as the General Committee shall
decide.
Any proposals 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 General Meeting at which it is first to be considered. Any alterations will require the approval of
both:
(a)
a simple majority of members of the General Committee present
and voting at a General Committee meeting;
(b)
a two-thirds majority of members with power to vote present
and voting at a General Meeting.
At least 21 clear days before the General meeting at which
the alteration is to be considered, notice shall be posted in a conspicuous
place or places in the area of benefit (stating wording of the proposed
alteration), and all members of the Association shall be notified in writing. Affiliated Groups shall be notified at the
same time.