Constitution

A revised Constitution was adopted on the 1st day of January 2012

A.  NAME

The name of the Association is The Friends of Pelaw Wood (hereinafter called ‘the Charity’).

B. ADMINISTRATION

Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with clause G of this constitution. (“The Charity”).

C. OBJECTS

The Charity’s object (“the objects”) are

To promote for the benefit of the public generally any charitable purpose in the vicinity of Pelaw Wood in the City of Durham (hereinafter known as the area of benefit) connected with the enhancement, improvement, maintenance and protection of the environment and landscape.

The Charity shall be non-party in politics and non-sectarian in religion.

 D. POWERS

In furtherance of the objects but not otherwise the Charity may exercise the following powers:

a)  power to raise funds and to invite and receive contributions providing that in raising funds the Charity shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

b)  power  to buy take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip for use;

c)  power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;

d)  power subject to any consents required by law to borrow money and to charge all or any part of the property of the charity with repayment of the money so borrowed

e)  power to employ such staff (who shall not be members of the Charity) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

f)  power to arrange and provide for either alone or with others the holding of exhibitions, meetings, lectures, classes, seminars or training courses;

g)  power to 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;

h)  power to 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;

i)  power to insure and arrange insurance cover and to indemnify its employees and voluntary workers from and against all such risks incurred in the performance of their duties as may be thought fit;

j)  power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;

k)  power to establish or support such advisory committees as the Charity may think fit;

l)  power to do all such lawful things as are necessary for the achievement of the objects.

E. MEMBERSHIP

a)  Membership of the Charity shall be open to:

i)   persons who are interested in furthering the work of the Charity

ii)  any body corporate or any unincorporated association (hereinafter called a “member organisation”) in the area of benefit which is interested in furthering the Charity’s work.

b)  By becoming a member each member accepts the obligation to act in accordance with the trusts of the Charity.

c)  Every individual member and member organisation shall have one vote.

d)  Each member organisation shall appoint an individual to represent it and vote on its behalf at meetings of the Charity; and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.

e)  Each member organisation shall notify the name of the representative appointed by it and of any alternate to the Secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.

f)  The Charity may unanimously and for good reason terminate the membership of any individual or member organisation : provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Charity, accompanied by a friend, before a final decision is made.

F. HONORARY OFFICERS

At the annual general meeting of the Charity the members shall elect from amongst themselves a Chairman, Secretary and Treasurer.

G. MANAGEMENT OF THE CHARITY

a)    The Charity shall manage its affairs by meetings open to all the members of the Charity

b)    In the intervals between meetings of the Charity the Charity shall be managed by its officers.

H. DETERMINATION OF MEMBERSHIP

A member shall cease to be a member if he or she is disqualified from acting as a member by virtue of the Charities Act 2006 (or any statutory re-enactment or modification of that provision).

I. MEMBERS NOT TO BE PERSONALLY INTERESTED

a)  Subject to the provisions of clause (b) of this clause, no member of the Charity shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Charity) in any contract entered into by the Charity.

b)  Any member of the Charity for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by other members of the Charity to act in a professional capacity on behalf of the Charity: provided that at no time shall a majority of the members of the Charity benefit under this provision and that a member shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or firm, is under discussion.

J. MEETINGS AND PROCEEDINGS OF THE CHARITY

a)  The Charity shall hold meetings as and when required.  When required meetings shall usually be held at 12.30 pm on the first Sunday of each month following working sessions.  Any member of the Charity may require the Secretary to summon a meeting.

b)  The chairman shall act as chairman of the Charity. If the Chairman is absent from any meeting, the members of the Charity present shall choose one of their number to be chairman of the meeting before any other business is transacted.

c)  There shall be a quorum when at least five members of the Charity are present at a meeting.

d)  Every matter shall be determined by a majority of votes of the members of the Charity present and voting on the question but in the case of an equality of votes the chairman of the meeting shall have a second or casting vote.

e)  The Charity shall keep minutes, in books kept for the purpose or in electronic form, of the proceedings of the meetings of the Charity and any sub-committee.

f)   The Charity may from time to time make and alter rules for the conduct of its business, the summoning and conduct of its meetings and the custody of its documents. No rule shall be made which is inconsistent with this constitution.

g)  The Charity may appoint one or more sub-committees consisting of three or more members of the Charity for the purpose of making an enquiry or supervising or performing any duty which in the opinion of the Charity would be more conveniently undertaken or carried out by a sub-committee; provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Charity.

K. RECEIPTS AND EXPENDITURE

a)  The funds of the Charity, including all donations, contributions and bequests shall be paid into an account operated by the Charity in the name of the Charity at such a bank as the Charity shall from time to time decide. All cheques drawn of the account shall be signed by at least two members of the Charity.

b)  The funds belonging to the Charity shall be applied only in furthering the objects.

L. PROPERTY

a)  Subject to the provision of sub-clause (b) of this clause, the Charity shall cause the title to:

b)  All land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and

c)    all investments held by or on behalf of the Charity;

(i)    to be invested in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Charity at its pleasure and shall act in accordance with the lawful directions of the Charity. Provided that they act only in accordance with the lawful directions of the Charity, the holding trustees shall not be liable for the acts and defaults of its members

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

M. ACCOUNTS

The Charity shall comply with its obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that act) with regard to:

a)  the keeping of accounting records for the charity;

b)  the preparation of annual statement of account of the Charity;

c)  the auditing or independent examination of the statements of account of the Charity;

d)  the transmission of the statements of the account of the Charity to the Commissioners

N. ANNUAL REPORT

The Charity shall comply with its obligations under the Charities Act 2006 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its submission to the Commissioners.

O. ANNUAL RETURNS

The Charity shall comply with its obligations under the Charities Act 2006 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

P. ANNUAL GENERAL MEETING

a)  There shall be an annual general meeting of the Charity which shall be held on the first Sunday of January of each year or as soon as is practicable thereafter.

b)  Every annual general meeting shall be called by the Secretary who shall give at least 7 days notice of the annual general meeting to all members of the Charity. All members shall be entitled to attend and vote at the meeting.

c)  The Chairman of the Charity shall act as Chairman of the first and any subsequent Annual General Meetings, but if he or she not present, before any business is transacted, the persons present shall appoint a Chairman of the meeting.

d)  The Treasurer shall present to the annual general meeting the accounts of the Charity for the preceding year.

e)  The Chairman, Secretary and Treasurer shall retire at the Annual General Meeting and elections shall be held for these offices.  Officers shall be eligible for re-election.

Q. NOTICES

Any notice required to be served on any member of the Charity shall be by e-mail to the e-mail account of the member as notified by the member to the Honorary Secretary.

R. ALTERATIONS TO THE CONSTITUTION

a)  Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

b)  No amendment may be made to clause A, C, I and S or this clause without prior consent in writing of the Commissioners.

 S. DISSOLUTION

If the Charity decides that it is necessary or advisable to dissolve the Charity it shall call a special meeting of all members of the Charity, of which not less than twenty one days notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two thirds majority of those present and voting the Charity shall have the power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statements of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commissioners.

T. ARRANGEMENTS UNTIL THE FIRST ANNUAL GENERAL MEETING

Until the first annual general meeting takes place this constitution shall take effect as if reference in to the Charity were references to the persons whose signatures appear at the bottom of this document.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

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