Constitution of The Friends Of The Rural Activities Garden Centre
(Not for Profit Organisation)
1. NAME
The name of the Association shall be the Friends of the Rural Activities Garden Centre (RAGC).
2. OBJECTS
The Objects of the Friends Group shall be as follows:
- 2.1 To mobilise, encourage, foster and maintain the interest of the public in the RAGC and support the work of the RAGC
- 2.2 To provide funds for the purpose of supplementing in such manner as the Friends Group thinks fit the resources of the RAGC
- 2.3 To provide a link between the RAGC and the community which it serves
- 2.4 To encourage inter-communication and cooperation with other similar bodies
- 2.5 To do all such other things as are incidental or conducive to the attainment of the above objects or any of them.
3. POWERS
The committee members have the following powers, which may be exercised only in promoting the Objects:
- 3.1 To provide advice
- 3.2 To publish or distribute information
- 3.3 To cooperate with other bodies
- 3.4 To raise funds (but not by means of permanent or taxable trading)
- 3.5 To acquire or hire property of any kind
- 3.6 To make grants or loans of money
- 3.7 To set aside funds for special purposes or as reserves against future expenditure
- 3.8 To deposit or invest funds in any lawful 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)
- 3.9 To take out insurance policies to protect the Association where required
- 3.10 To employ paid or unpaid agents, staff or advisers
- 3.11 To enter into contracts to provide services to or on behalf of other bodies
- 3.12 To pay the costs of forming the Association
- 3.13 To obtain and pay for goods and services as are necessary for carrying out the work of the Association
- 3.14 To open and operate bank and other accounts as the committee members consider necessary
- 3.15 To do anything else within the law that promotes the Objects
BUT the Committee shall not undertake any activity in the RAGC premises without the consent of the manager.
4. MEMBERSHIP
- 4.1 The membership of the Association shall be open to all those who wish to be positively associated with the aims and objectives of the Association. The Association shall be without regards to political or religious affiliation, race, sexual orientation or disability.
- 4.2 There will be no charge for membership.
- 4.3 Members of the Association are:
- Parents and carers of those Service Users currently attending the RAGC
- Any person wishing to offer appropriate support or help to the RAGC and who is accepted by the Committee as a member
- 4.4 But the Committee may for good reason exclude any person from membership whose presence at or support of the RAGC is deemed to be a danger to the Association, Service Users or staff, or might bring the Association into disrepute.
- 4.5 Membership is terminated if:
- The Member resigns by written notice to the Association
- The committee members may for good reason exclude any person from Membership or from attending an event whose presence at or support of the RAGC is deemed a danger to the RAGC or the Service Users or staff or might bring the Association into disrepute. Removal is not effective until the Member concerned has been notified in writing of the proposal and his / her right to respond within 14 clear days, and the matter has been considered in light of any representations made.
5. GENERAL MEETINGS (ANNUAL AND EXTRAORDINARY)
- 5.1 All Members are entitled to attend any General meeting of the Association
- 5.2 All General meetings are called by giving 21 clear days written notice of the meeting to the Members. The notice should specify the date, time and location of the General meeting as well as give an overview of the agenda.
- 5.3 There is a quorum at a General meeting when the number of Members present is at least twice the number of committee members in office at the start of the meeting. The only exception would be at a General meeting where the Association is being dissolved.
- 5.4 The Chair or (if the Chair is unable or unwilling to do so) some other committee member elected by those present is in charge of a General meeting.
- 5.5 Except where otherwise provided in this Constitution, every issue at a General meeting is decided by a simple majority of the votes cast by the Members present at the meeting.
- 5.6 Except for the Chair of the meeting, who has a second or casting vote where a vote is equally divided (tied), every Member present is entitled to one vote on every issue.
- 5.7 The Association must hold a General meeting within twelve months of the date of the adoption of this constitution. Thereafter, an AGM must be held in each subsequent year and not more than 15 months may elapse between successive annual General meetings.
- 5.8 At an AGM the Members:
- Receive the accounts of the Association for the previous financial year
- Receive the report of the committee members on the Association’s activities since the previous AGM
- Elect the committee members
- Elect the cheque signatories
- May confer on any individual (with his or her consent) the honorary title of Patron, President or Vice-President of the Association
- Discuss and determine any issues of policy or deal with any other business put before them.
- 5.9 An EGM may be called at any time by the Committee and must be called within 21 days to happen within three months of a written request to Committee from at least 10 Members.
6. NOTICES
- 6.1 Notice of any General meeting of the Association may be sent by hand, by post, by suitable electronic communication (email), in any newsletter distributed by the Association to its Members or through a notice placed in the local press. Notification by hand may include distribution to parents and carers via a Service User with or without other communications from the RAGC.
- 6.2 The address at which a Member is entitled to receive notices (if sent by post) is the last known address of the Member.
- 6.3 A technical defect in the giving of notice which the Members or committee members are unaware of at the time does not invalidate decisions taken at a General meeting.
7. THE COMMITTEE
- 7.1 The management and control of the Association and its property and funds shall be vested in a voluntary Committee consisting of the following officers:
Chair, Treasurer, Secretary - 7.2 Committee members shall be elected at the AGM and shall hold office until the next AGM.
- 7.3 Nominations for election to the Committee may be made by any Member of the Association and seconded by another. Such nominations must have the consent of the nominee. Nominations should be made in writing to the Chair at any time until the election process has been completed. If no nominations or an insufficient number are received before the AGM, any Members present may nominate a person, with their consent, and that person may be appointed by a majority vote of those present.
- 7.4 The Members of the Association may elect onto the Committee up to 2 individuals, in an advisory and non-voting capacity that it feels will help to fulfil the aim of the Group.
- 7.5 A committee member automatically ceases to be a committee member if he or she:
- Is absent from 3 consecutive meetings of the Committee without prior notification to the Secretary
- Ceases to be a Member of the Association
- Resigns by written notice to the Committee but only if at least 2 committee members remain in office
- Is removed by resolution passed by all other members of the Committee after inviting the views of the Committee member concerned and considering the matter in light of any such views
- 7.6 All committee members shall be entitled to reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Association.
- 7.7 A retiring committee member is entitled to an indemnity from the continuing committee members at the expense of the Association in respect of any liabilities properly incurred while he or she held office.
- 7.8 A technical defect in the appointment of a committee member of which the Committee are unaware at the time does not invalidate decisions taken at a meeting.
8. COMMITTEE MEETINGS
8.1 Full Committee meetings shall be held at least once a year, at a place specified by the Committee.
13. DISSOLUTION
- 13.1 The Association may be dissolved by a resolution presented at an EGM called for this purpose. The resolution must have the assent of two thirds of those present and voting. Such resolutions must give instructions for the disposal of any assets remaining after satisfying any outstanding debts and liabilities.
- 13.2 The net assets remaining shall not be distributed amongst the members of the Association, but can be given to some other charitable purpose.
14. ADOPTION OF THE CONSTITUTION
This constitution was adopted by the members present at the AGM held on: 14th June 2010
Signed:
K. Kelly — (Chair)
D.G. Pickwick — (Secretary)
B. Gardner — (Treasurer)