Constitution

 

  Constitution adopted on the 10th day of July 2003  


A.      Name 

The name of the Organisation is FRIENDS OF THE FOREST

 

B.    Administration 

Subject to the matters set out below the Organisation and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause G2 of this constitution (“the Executive Committee”).

 

C.      Objects 

The Organisation’s objects (“the objects”) are:

(a)           The attainment of protection for the Forest of Dean District under planning law that adequately reflects and safeguards its national importance in terms of its unique landscape quality and character, biodiversity, and social, cultural and industrial history.

(b)          As a starting point to (a) the attainment of Area of Outstanding Natural Beauty status within the District of the Forest of Dean, with the Hundred of St Briavels as the starting point for the boundary assessment.

 

D.      Powers 

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

(i)      Power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

(ii)      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;

(iii)      Power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Organisation;

(iv)      Power subject to any consents required by law to borrow money and to charge all or any part of the property of the Organisation with repayment of the money so borrowed;

(v)      Power to employ such staff (who shall not be members of the Executive Committee) 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;

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

(vii)      Power to establish or support any associations, charitable trusts or institutions formed for all or any of the objects;

(viii)      Power to appoint and constitute such advisory committees as the Executive Committee may think fit;

(ix)      Power to do all such other lawful things as are necessary for the achievement of the objects.

 

E.   Membership 

(1)    Membership of the Organisation shall be open to:

(i) individuals (over the age of 18 years) who are interested in furthering the work of the Organisation and who have paid any annual subscription laid down from time to time by the Executive Committee, and

(ii) any body corporate or unincorporated association which is interested in furthering the Organisation’s work and has paid any annual subscription (any such body being called in this constitution a “member organisation”).

(2)     Every member shall have one vote.

(3)          Each body corporate or unincorporated association member shall appoint an individual to represent it and to vote on its behalf at meetings of the Organisation; and may appoint an alternate to replace its appointed representative at any meeting of the Organisation if the appointed representative is unable to attend.

(4)          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.

(5)          The Executive Committee may by unanimous vote and with 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 Executive Committee, accompanied by a friend, before a final decision is made.

 

F.   Honorary Officers 

At the behest of the Membership, if it is their desire, the Organisation shall have an elected President.  The Presidency shall be held by the individual until they resign or as a result of a simple majority vote of the membership it is their wish that the individual should stand down.

At the annual general meeting of the Organisation the members shall elect from amongst themselves a Chairman, a Secretary, and a Treasurer.  The Honorary Officers shall hold office from the conclusion of that meeting.     

 

G.   Executive Committee 

(1)     At the annual general meeting of the Organisation the membership shall elect the members of the Executive Committee for the next year.  They will hold office from the conclusion of the meeting. 

(2)     The Executive Committee shall consist of not less than 3 members nor more than 9 members being:

(a)                    the honorary officers specified in the preceding clause;

(b)                    additional officers as appropriate, examples are Vice-Chairman, Public Relations Officer, Research Officer, Minutes Secretary.

The Executive Committee may in addition appoint not more than 3 co-opted members but no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause J(2) and shall take effect from the end of that meeting, unless the appointment is to fill a place which has not then been vacated, in which case the appointment shall run from the date when the post becomes vacant.

(3)     All the 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 any 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 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 their appointment is recorded in the notes of the relevant meeting

 

H.   Determination of Executive Committee         

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

(1)          Is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

(2)          Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(3)          Is absent without the 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

(4)          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).

 

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 Organisation or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.

(2)     Any member of the Executive Committee 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 his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Organisation provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

 

J.    Meetings and proceedings of the Executive Committee 

(1)          The Executive Committee shall hold at least four ordinary meetings each year. All members shall be free to attend ordinary meetings.

(2)          Special meetings may be called at any time by the Chairman, or by any two members of the Executive Committee subject to not less than 2 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 7 days notice must be given.

(3)          The Chairman shall act as chairman at meetings of the Executive Committee.  If the Chairman is absent from any meeting, the Vice-Chairman will share, or if the latter is absent, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.

(4)          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.

(5)          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 chairman of the meeting shall have a second or casting vote.

(6)          The Executive Committee shall keep accurate notes of the proceedings at meetings of the Executive Committee and any sub-committee.

(7)          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.

(8)          The Executive Committee may appoint one or more sub-committees consisting of three or more members 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-committees shall be fully and promptly reported to the Executive Committee.

 

K.   Receipts and expenditure 

(1)          The funds of the Organisation, including all donations, contributions and bequests, shall be held for it by the Treasurer who will be responsible for its well-being, whether it be in the form of cash or banked money.  For banked money, it shall be paid into an account operated by the Executive Committee in the name of the Organisation 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 members of the Executive Committee, using signature-enabling facilities drawn up with the bank.

(2)     The funds belonging to the Organisation shall be applied only in furthering the objects.

 

L.      Property 

(1)     Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:

(a)           All land held by the Organisation which is not vested in the Official Custodian for Charities; and

(b)          All investments held by or on behalf of the Organisation;

to be vested either 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 Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.

 

(2)     If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Organisation, the Executive Committee may permit any investments held by or in trust for the Organisation 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 Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

 

M.    Accounts 

The Executive Committee shall comply with their obligations with regard to:

(1)          The keeping of accounting records for the Organisation;

(2)          The preparation of annual statements of account for the Organisation;

(3)     The auditing or independent examination of the statements of account of the Organisation.

 

N.      Annual Report 

The Executive Committee shall comply with their obligations with regard to the preparation of an annual report and its transmission.

 

O.      Annual General Meeting 

(1)     There shall be an annual general meeting of the Organisation which shall be held in the month of February 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 14 days’ notice of the annual general meeting to all the members of the Organisation. All the members 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 chairman of the meeting. The chairman shall be the chairman 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 chairman of the meeting.

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

(5)   Nominations for election to the Executive Committee must be made by members of the Organisation at the meeting or before it, in writing to the Secretary.  Should nominations exceed vacancies, election shall be by ballot.

 

P.      Special General Meetings 

The Executive Committee may call a special general meeting of the Organisation 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 14 days’ notice must be given. The notice must state the business to be discussed.

 

Q.   Procedure at General Meetings 

(1)     The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Organisation. 

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

 

R.      Notices 

Any notice required to be served on any member of the Organisation shall be in writing and shall be served by the Secretary or the Executive Committee on any member either personally 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.

 

S.   Alterations to the Constitution 

(1)     Subject to the following provisions and limitations 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. 

(2)          No amendment may be made to the name of the Organisation, the objects, the Executive Committee members not to be personally interested clause, the dissolution clause, or this clause, unless it is agreed to at a meeting of members of the Organisation, of which not less than 14 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 abide by the confirmed proposal subject to the limitations of English law.

T.   Dissolution 

If the Executive Committee decides that it is necessary or advisable to dissolve the Organisation it shall call a meeting of all members of the Organisation, 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 Organisation.

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 Organisation as the members of the Organisation may determine, or failing that, shall be applied for some charitable purpose.  

Copies of the statement of accounts, or account and statement, for the final accounting period of the Organisation shall be retained for seven years for the persons who are Chairman, Secretary, and Treasurer at the time of dissolution.

 

U.   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 ..... day of ............................. 2003 by the persons whose signatures appear at the bottom of this document.

 

 

 

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(A duly signed and dated version of the original is in the possession of the Executive Committee)