Constitution

Adopted on the 23rd day of January   2013

Amended on 26th June 2013

A       Name

        The name of the Association is Thornton Action Group (hereinafter referred to as ‘the Association’).

B      Administration

        Subject to the matters set out below the Association and its property shall be administered and managed in accordance with         this constitution by the members of the Executive Committee, constituted by clause G of this constitution.

C      Objects

        The Association's objects are:

D      Powers

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

  1. powers to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall conform to any relevant requirements of the law;

  2. power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

  3. power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Association;

  4. power to co-operate with charities, voluntary bodies and statutory authorities at all levels operating in furtherance of the objects and to exchange information and advice with them;

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

E      Membership

  1. Membership of the Association shall be open to: (i) individuals (over the age of 18 years) who are resident in Thornton and are interested in furthering the work of the Association and who have paid any annual subscription laid down from time to time by the Executive Committee.

  2. Every member shall have one vote at the AGM or any Special General Meeting that may be called.

  3. The Executive Committee may unanimously and for good reason terminate the membership of any individual: provided that the individual concerned shall have the right to be heard by the Executive Committee, and can be accompanied by a friend, before a final decision is made.

  4. In order to preserve the non-political nature of the Association, no person elected to represent a political party may be admitted to membership, provided that nothing herein shall prevent the Executive Committee from having the right to invite such persons to attend in an advisory, non-voting capacity.

F      Honorary Officers

          At the annual general meeting of the Association the full members shall elect from amongst themselves a chairperson, a vice           chairperson, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

G      Executive Committee

  1. The Executive Committee shall consist of not less than 4 members nor more than 11 members; being:
    (a) the honorary officers specified in clause F.
    (b) if appropriate up to 7 members elected at the annual general meeting who shall hold office from the conclusion of that meeting;

  2. The Executive Committee may in addition appoint not more than 3 co-opted members, who shall retire at the next subsequent annual general meeting.

  3. All members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.

  4. The proceedings of the Executive Committee shall not be invalidated by the vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.

  5. Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.

  6. No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Association.

  7. Anybody elected to the Executive Committee shall stand in an individual capacity only and shall not represent the interests of any other body – statutory or not. Any member of the Executive Committee deemed to be representing the views of other organisations or statutory bodies will be deemed to have resigned their position on the Executive Committee.

H      Determination of Membership of Executive Committee

        A member of the Executive Committee shall cease to hold office if he or she:

  1. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

  2. is absent without permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or

  3. notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

  4. is disqualified in law from acting as a member of the Executive Committee.

I      Executive Committee Members not to be personally interested

  1. No member of the Executive Committee shall acquire any interest in property belonging to the Association (otherwise than as a member of the Association) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee provided that nothing shall prevent the payment of reasonable and proper out of pocket expenses when authorised by the Executive Committee to be incurred on behalf of the association.

J      Meetings and proceedings of the Executive Committee

  1. The Executive Committee shall meet at least once every three months. A special meeting may be called at any time by the chairperson or by any two members of the Executive Committee upon not less than 4 days' notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days' notice must be given, at the discretion of the Executive Committee.

  2. The chairperson shall act as a chairperson at meetings of the Executive Committee. If the chairperson is absent from any meeting, the members of the Executive Committee present shall ask the vice chairperson to chair the meeting. If the vice chairperson is not present then the Executive Committee will choose one of their number to be chairperson of the meeting before any other business is transacted.

  3. There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.

  4. Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairperson of the meeting shall have a second or casting vote.

  5. The Executive Committee shall keep minutes, in books of the proceedings at meetings of the Executive Committee and any sub-committee.

  6. The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

  7. The Executive Committee may appoint one or more sub-committees consisting of two or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee 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 Executive Committee.

K      Receipts and expenditure

  1. The funds of the Association, including all donations contributions and bequests (if any) shall be paid into an account operated by the Executive Committee in the name of the Association at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two of the three agreed signatories who are to be members of the Executive Committee.

  2. The funds belonging to the Association shall be applied only in furthering the objects.

L      Accounts

       The Executive Committee shall comply with any statutory obligations with regard to:

  1. the keeping of accounting records for the Association ( financial year to be January 1st to December 31st);

  2. the preparation of annual statements of account for the Association;

  3. the auditing or independent examination of the statements of account of the Association; and

  4. the transmission of the statements of account of the Association to any relevant body.

M      Annual Report

The Executive Committee shall comply with any statutory obligations with regard to the preparation of an annual report and its transmission to any relevant body

N      Annual Return

The Executive Committee shall comply with any statutory obligations with regard to the preparation of an annual return and its transmission to any relevant body.

O      Annual General Meeting

  1. There shall be an annual general meeting of the Association which shall be held in the month of JANUARY in each year or as soon as practicable thereafter.

  2. Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days' notice of the annual general meeting to all the members of the Association. All the members of the Association shall be entitled to attend and vote at the meeting.

  3. Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairperson of the meeting. The chairperson shall be the chairperson of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairperson of the meeting.

  4. The Executive Committee shall present to each annual general meeting the report and accounts of the Association for the preceding year.

  5. Nominations for election to the Executive Committee must be made by members of the Association in writing or by email and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

P      Special General Meetings

The Executive Committee may call a special general meeting of the Association at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days' notice must be given. The notice must state the business to be discussed.

Q      Open Meetings

The Executive Committee will arrange for at least 3 open meetings per year at which residents from the area of benefit will be invited to attend to put forward any views they may have. Such views are for consultation purposes only and will not be binding on the Executive Committee in any way.

R      Procedure at General and Open Meetings

  1. The secretary or person specially appointed by the Executive Committee shall keep a full record of proceedings at every general and open meeting of the Association.

  2. There shall be a quorum when at least one tenth of the number of members of the Association for the time being or ten members of the Association, whichever is greater, are present at any general meeting.

S      Notices

Any notice required to be served on any member of the Association shall be in writing and shall be served by the secretary or the Executive committee on any member either personally, by email or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

T      Alterations to the Constitution

  1. 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 an annual general meeting or special general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

  2. No amendment may be made to clause A, (name of Association), clause C (objects clause), clause I (Exec Committee members not to be personally interested clause), clause U (dissolution clause) or this clause.

U      Dissolution

If the Executive Committee decides that it is necessary or advisable to dissolve the Association it shall call a meeting of all members of the Association, of which not less than 21 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 Executive Committee shall have power to realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other voluntary organisation(s) having objects similar to the objects of the Association as the members of the Association may determine or failing that shall be applied for some other community purpose.

V      Arrangements until first Annual General Meeting

Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Executive Committee 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.

Signed

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