Constitution

ARTICLES AND MEMORANDUM OF ASSOCIATION OF BILLINGLEY VILLAGE COMMUNITY ASSOCIATION LTD.

Companies Act 1985 and 1989 

Company limited by guarantee and

not having a share capital 

ARTICLES OF ASSOCIATION OF

BILLINGLEY VILLAGE COMMUNITY ASSOCIATION LIMITED

 

1.         MEMBERSHIP

1.1       The number of members with which the Charity proposes to be registered is unlimited

1.2       The Charity must maintain a register of members

1.3       Membership of the Charity is open to any individual or organisation interested in

promoting the Objects who

1.3.1    applies to the Charity in the form required by the Trustees

1.3.2    is approved by the Trustees and

1.3.3    contents in writing to become a member either personally or (in the case of a member organisation) through an authorised representative

1.4       The Trustees reserve the right to refuse membership on the ground that in their reasonable opinion the membership may be harmful to the organisation

1.5       The Trustees may establish different classes of membership and prescribe their respective privileges and duties and set the amounts of any subscriptions

1.6       Membership is terminated if the member concerned

1.6.1    gives written notice of resignation to the Charity

1.6.2    dies or (in the case of an organisation) ceases to exist

1.6.3    is six months in arrears in paying the relevant subscription (if any) (but in such a case the member may be reinstated on payment of the amount due) or

1.6.4    is removed from membership by resolution of the Trustees on the ground that in their reasonable opinion the member’s continued membership is harmful to the Charity (but only after notifying the member in writing and considering the matter in the light of any written representations which the member concerned puts forward within 28 clear days after receiving notice)

1.7       Membership of the Charity is not transferable

 

2.         GENERAL MEETINGS

2.1       Members are entitled to attend general meetings either personally or (in the case of a member organisation) by an authorised representative.  General meetings are called on at least 21 clear days written notice specifying the business to be discussed.

2.2       There is a quorum at a general meeting if the number of members or authorised representatives personally present is at least one-third of the number of members of the charity for the time being, or 25 members of the charity, whichever is the less.

2.3       The Chair or (if the Chair is unable or unwilling to do so within 15 minutes from the start of the meeting) some other member elected by those present presides at a general meeting

2.4       Except where otherwise provided by the Act, every issue is decided by a majority of the votes cast

2.5       Except for the Chair of the meeting, who has a second or casting vote, every member present in person or through an authorised representative has one vote on each issue

2.6       A written resolution signed by all those entitled to vote at a general meeting is as

valid as a resolution actually passed at a general meeting (and for this purpose the

written resolution may be set out in more than one document and will be treated as   passed on the date of the last signature)

2.7       The charity must hold an AGM in every year, which all members are entitled to attend. The first AGM may be held within 18 months after the Charity’s incorporation.

2.8       At an AGM the members:

2.8.1    receive the accounts of the Charity for the previous financial year

2.8.2    receive the Trustees’ report on the Charity’s activities since the previous AGM

2.8.3    accept the retirement of those Trustees who wish to retire or who are retiring by rotation

2.8.4    elect persons to be Trustees to fill the vacancies arising

2.8.5    appoint auditors for the Charity

2.8.6    may confer on any individual (with his or her consent) the honorary title of Patron, President or Vice-President of the Charity and

2.8.7    discuss and determine any issues of policy or deal with any other business put before them

2.9       Any general meeting which is not an AGM is an EGM

2.10     An EGM may be called by the Trustees giving 14 clear days written notice in respect of an ordinary resolution and 21 days notice in respect of a special resolution.  An EGM must be called within 28 on a written request from at least 20 members.

3.         THE TRUSTEES

3.1       The Trustees as charity trustees have control of the Charity and its property and funds

3.2       The Trustees, when complete, consist of at least eight and not more than twenty individuals all of whom must be members.  This maximum must be made up of the following

3.2.1    up to a maximum of 15 Trustees elected by the membership at the AGM each of whom serves for a term of three years before becoming eligible for re-election

3.2.2    In the event that fewer than 15 trustees are elected by an AGM in accordance with clause 3.2.1, those Trustees so elected may co-opt an additional Trustee or Trustees to fill any vacancy but so that the maximum number of Trustees elected under clause 3.2.1 or co-opted under this clause shall not exceed 15

3.2.3    up to a maximum of five co-opted Trustees appointed by the Trustees to fill a casual vacancy in their number or as an additional Trustee.

3.2.4    A co-opted Trustee under clauses 3.2.2 or 3.2.3 holds office only until the next AGM and can only be appointed for a maximum of 3 years

3.3       The subscribers to the Memorandum are the first Trustees of the Charity

3.4       Every Trustee must sign a declaration of willingness to act as a charity trustee of the Charity before he or she is eligible to vote at any meeting of the Trustees

3.5       One third (or the number nearest one third) of the elected Trustees must retire at each AGM, those longest in office retiring first and the choice between any of equal service being made by drawing lots

3.6       A Trustee retiring under clause 3.5 is eligible to stand for re-election to the Board of Trustees

3.7       A Trustee’s term of office automatically terminates if he or she:

3.7.1    is disqualified under the Charities Act 1993 from acting as a charity trustee

3.7.2    is incapable, whether mentally or physically, of managing his or her own affairs

3.6.3    is absent from 4 consecutive meetings of the Trustees unless agreed by the other Trustees

3.6.4    ceases to be a member (but such a person may be reinstated by resolution passed by all the other Trustees on resuming membership of the Charity before the next AGM)

3.6.5    resigns by written notice to the Trustees (but only if at least two Trustees will remain in office)

3.6.6    is removed by the Board of Trustees acting in accordance with Charity’s Procedures

3.7       A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting

4.         PROCEEDINGS OF TRUSTEES

4.1       The Trustees must hold at least 4 meetings each year

4.2       A quorum at a meeting of the Trustees is one-third of the Trustees.

4.3       A meeting of the Trustees may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all the other participants

4.4       The Chair or (if the Chair is unable or unwilling to do so within 15 minutes from the start of the meeting) some other elected Trustee chosen by the Trustees present presides at each meeting

4.5       Every issue may be determined by a simple majority of the votes cast at a meeting but a written resolution signed by all the Trustees is as valid as a resolution passed at a meeting (and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature)

4.6       Except for the Chair of the Meeting, who has a second or casting vote, every Trustee has one vote on each issue

4.7       A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting

5.         POWERS OF TRUSTEES

The Trustees have the following powers in the administration of the Charity:

5.1       to appoint (and remove) any member (who may be an employee or a Trustee) to act as Secretary to the Charity in accordance with the Act

5.2       to appoint a Chair, one or more Vice-Chairs, a Treasurer and other honorary officers from among the elected Trustees for a maximum of two consecutive terms

5.3       to delegate any of their functions to committees consisting of two or more individuals appointed by them (but at least two members of every committee must be Trustees and all proceedings of committees must be reported promptly to the Trustees)

5.4       to make Standing Orders consistent with the Memorandum, these Articles and the Act to govern proceedings at general meetings

5.5       to make Rules consistent with the Memorandum, these Articles and the Act to govern proceedings at their meetings and at meetings of committees

5.6       to make Regulations consistent with the Memorandum, these Articles and the Act to govern the administration of the Charity

5.7       to establish Procedures to assist the resolution of disputes within the Charity

5.8       to exercise any powers of the Charity which are not reserved to a general meeting

 

6.         RECORDS AND ACCOUNTS

6.1       The Trustees must comply with the requirements of the Act and of the Charities Act 1993 as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies and the Commission of:

6.1.1    annual reports

6.1.2    annual returns

6.1.3    annual statements of account

6.2       The Trustees must keep proper records of

6.2.1    all proceedings at general meetings

6.2.2    all proceedings at meetings of the Trustees

6.2.3    all reports of committees and

6.2.4    all professional advice obtained

6.3       Accounting records relating to the Charity must be made available for inspection by any Trustee at any reasonable time during normal office hours and may be made available for inspection by members who are not Trustees if the Trustees so decide

6.4       A copy of the Charity’s latest available statement of account must be supplied on request to any Trustee or member or to any other person who makes a written request and pays the Charity’s reasonable costs, within two months.

7.         NOTICES

7.1       Notices under these Articles may be sent by hand or by post or by suitable electronic means or (where applicable to members generally) may be published in any suitable journal or national newspaper or any newsletter distributed by the Charity

7.2       The only address at which a member is entitled to receive notices is the address shown in the register of members

7.3       Any notice given in accordance with these Articles is to be treated for all purposes as having been received

7.3.1    twenty four hours after being sent by electronic means or delivered by hand to the relevant address

7.3.2    two clear days after being sent by first class post to that address

7.3.3    three clear days after being sent by second class or overseas post to that address

7.3.4    on the date of publication of a newspaper containing the notice

7.3.5    on being handed to the member (or, in the case of a member organisation, its authorised representative) personally, or, if earlier,

7.3.6    as soon as the member acknowledges actual receipt

7.4       A technical defect in the giving of notice of which the Trustees are unaware of at the time does not invalidate decisions taken at a meeting

 

8.         DISSOLUTION

The provisions of the Memorandum relating to dissolution of the Charity take effect as though repeated here

 

9.         INTERPRETATION

9.1       ‘The Act’ means the Companies Act 1985

‘AGM’ means an annual general meeting of the Charity

‘these Articles’ means these Articles of Association

‘authorised representative’ means an individual who is authorised by a member organisation to act on it behalf at meetings of the Charity and whose name is given to the Secretary

‘Chair’ means the Chair of the Trustees

‘the Charity’ means the company governed by these Articles

‘charity trustee’ has the meaning prescribed by section 97(1) of the Charities Act 1993

‘clear day’ means twenty four hours from midnight following the relevant event

‘co-opted Trustee’ means a Trustee co-opted by the other Trustees

‘the Commission’ means the Charity Commissioners for England and Wales

‘EGM’ means an extraordinary general meeting of the Charity

‘elected Trustee’ means a Trustee elected by the membership

‘financial expert’ means an individual, company or firm who is an authorised person or an exempted person within the meaning of the Financial Services and Markets Act 2000

‘financial year’ means the period covered by the financial statements

‘material benefit’ means a benefit which may not be financial but has monetary value

‘member’ and ‘membership’ refer to membership of the Charity

‘Memorandum’ means the Charity’s Memorandum of Association

‘month’ means calendar month

‘the Objects’ means the Objects of the Charity as defined in clause 3 of the Memorandum

‘Secretary’ means the Secretary of the Charity

‘taxable trading’ means carrying on a trade or business on a continuing basis for the principal purpose of raising funds (and not for the purposes of actually carrying out the Objects) where the profits are liable to corporation tax

‘Trustee’ means a director of the Charity and ‘Trustees’ means all of the directors

‘Vice-Chair’ means the Deputy Chair of the Trustees who performs a support role to the Chair and an alternate role when the Chair is unable to attend

‘written’ or ‘in writing’ refers to a legible document on paper including a fax message

‘year’ means calendar year

9.2       Expressions defined in the Act have the same meaning

9.3       References to an Act of Parliament are to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.

Companies Acts 1985 & 1989

 

Company limited by guarantee and

not having a share capital

 

MEMORANDUM OF ASSOCIATION OF

BILLINGLEY VILLAGE COMMUNITY ASSOCIATION LIMITED

 

 

1.         NAME 

The name of the Company is Billingley Village Community Association Limited

(“the Charity”)

 

2.         REGISTERED OFFICE

The registered office of the Charity is to be in England and Wales

3.         OBJECTS

The objects of the Charity are to:

(a)        promote the benefit of the inhabitants of Billingley and the neighbourhood together defined by the boundary of the area administered by Billingley Parish Council (hereinafter called ‘the area of benefit’) without distinction of sex, sexual orientation, race or of political, religious or other opinions, by associating together the said inhabitants and the local 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.

(b)        establish or secure the establishment of a Community Centre (hereinafter called ‘the Centre’) and to manage and maintain the same (whether alone or in co-operation with any local authority or other person or body) in furtherance of these objects.

(c)        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 Objects’)

4.         POWERS

The Charity has the following powers, which may be exercised only in promoting the Objects:

4.1       To promote or carry out research

4.2       To provide advice

4.3       To publish or distribute information

4.4       To co-operate with other bodies

4.5       To support, administer or set up other charities

4.6       To raise funds (but not by means of taxable trading)

4.7       To borrow money and give security for loans (but only in accordance with

the restrictions imposed by the Charities Act 1993

 

4.8       To acquire or hire property of any kind

4.9       To let or dispose of property of any kind (but only in accordance with the

restrictions imposed by the Charities Act 1993)

4.10     To make grants or loans of money and to give guarantees

4.11     To set aside funds for special purposes or as reserves against future

expenditure

4.12     To deposit or invest funds in any manner (but to invest only after obtaining

advice from a financial expert and having regard to the suitability of

investments and the need for diversification)

4.13     To delegate the management of investments to a financial expert, but only

on terms that:

4.13.1  the investment policy is set down in writing for the financial expert by

the Trustees

4.13.2  every transaction is reported promptly to the Trustees

4.13.3  the performance of the investments is reviewed regularly with the

Trustees

4.13.4  the Trustees are entitled to cancel the delegation arrangement at any

time

4.13.5  the investment policy and the delegation arrangement are reviewed at least once a year

4.13.6  all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Trustees on receipt

4.13.7  the financial expert must not do anything outside the powers of the

Trustees

4.14     To arrange for investments or other property of the Charity to be held in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Trustees or of a financial expert acting under their instructions and to pay any reasonable fee required

4.15     To insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required

4.16     To insure the Trustees against the costs of a successful defence to criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Trustee concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty

4.17     Subject to clause 5, to employ paid or unpaid agents, staff or advisers

4.18     To enter into contracts to provide services to or on behalf of other bodies

4.19     To establish subsidiary companies to assist or act as agents for the Charity

4.20     To pay the costs of forming the Charity

4.21     To do anything else within the law which promotes or helps to promote the Objects

 

5.         BENEFITS TO MEMBERS AND TRUSTEES

5.1       The property and funds of the Charity must be used only for promoting the Objects and do not belong to the members of the Charity but

5.1.1    members who are not Trustees may be employed by or enter into contracts with the Charity and receive reasonable payment for goods or services supplied

5.1.2    members (including Trustees) may be paid interest at a reasonable rate on money lent to the Charity

5.1.3    members (including Trustees) may be paid a reasonable rent or hiring fee for property let or hired to the Charity

5.1.4    individual members who are not Trustees but who are beneficiaries may receive charitable benefits in that capacity

5.2       A Trustee must not receive any payment of money or other material benefit (whether directly or indirectly) from the Charity except

5.2.1    as mentioned in clauses 4.16, 5.1.2, 5.1.3 or 5.3

5.2.2    reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in running the Charity

5.2.3    an indemnity in respect of any liabilities properly incurred in running the Charity (including the costs of a successful defence to criminal proceedings)

5.2.4    payment to any company in which a Trustee has no more than a 1 per cent shareholding

5.2.5    in exceptional cases, other payments or benefits (but only with the written approval of the Commission in advance)

5.3       Any Trustee (or any firm or company of which a Trustee is a member or employee) may enter into a contract with the Charity to supply goods or services in return for a payment or other material benefit but only with prior agreement in writing by at least two thirds of the Board of Trustees, and

5.3.1    the goods or services are actually required by the Charity

5.3.2    the nature and level of the remuneration is no more that is reasonable in relation to the value of the goods or services and is set in accordance with the procedure in clause 5.4

5.3.3    no  more than one half of the Trustees are subject to such a contract in any financial year

5.4       Whenever a Trustee has a personal interest in a matter to be discussed at a meeting of the Trustees or a committee, the Trustee concerned must:

5.4.1    declare an interest at or before discussion begins on the matter

5.4.2    withdraw from the meeting for that item unless expressly invited to remain in order to provide information

5.4.3    not be counted in the quorum for that part of the meeting

5.4.4    withdraw during the vote and have no vote on the matter

5.5       This clause may not be amended without the prior written consent of the Commission.

 

6.         LIMITED LIABILITY

The liability of members is limited

 

7.         GUARANTEE

Every member promises, if the Charity is dissolved while he, she or it

remains a member or within 12 months afterwards, to pay up to £1 towards

the cost of dissolution and the liabilities incurred by the Charity while the

contributor was a member.

 

8.         DISSOLUTION

8.1       If the Charity is dissolved the assets (if any) remaining after provision has been made for all its liabilities must be applied in one or more of the following ways:

8.1.1    by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects

8.1.2    directly for the objects or charitable purposes within or similar to the

Objects

8.1.3    in such other manner consistent with charitable status as the Commission approve in writing in advance

8.2       A final report and statement of account must be sent to the Commission

 

9.         INTERPRETATION

9.1       Words and expressions defined in the Articles have the same meanings in this Memorandum

9.2       References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it