Constitution
Of The
Pitshanger
Community
Association
Revision 1.4, 07
Jan 10
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Revision History
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|
Rev 1.0 –
1.1
|
Initial
drafts, not released
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|
Rev 1.2
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Adopted
at the 2001 AGM
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Rev 1.3
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Clause 22
added at the 2008 AGM
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Rev 1.4
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Clause 18
amended as agreed at the 2009 AGM
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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:
(a) Meadvale
Road;
(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 in
accordance with Generally Accepted Accounting Practice (GAAP);
(b)
annual statements of the accounts for the
Association are prepared and published within ten months of each financial year
end;
(c)
the statements of accounts of the Association
are audited or independently examined;
(d)
the statements of accounts for the Association, once
finalised, are retained for at least six years;
(e)
the statements of accounts for the Association,
together with the audit reports or independent examination reports, are
published on the Association website for at least six years.
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.
22.
Use of e-Mail for Notifications
Wherever this Constitution refers to “written notice”,
“notified in writing”, “notice given in writing”, “written request”, “delivered
in writing” and similar, E-mail shall be considered an acceptable form of
communication.