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The name of the organisation shall be Rural Age Concern Darent Valley (hereinafter referred to as "the Organisation"). The area covered by the Organisation comprises the Parishes of Bean, Darenth, Longfield & New Barn, Southfleet, Sutton-at-Hone & Hawley, and Wilmington within Dartford Borough Council and Ash-cum-Ridley, Crockenhill, Eynsford, Farningham, Fawkham, Hartley, Horton Kirby & South Darenth, West Kingsdown and Swanley Town Council (including Swanley Village & Hextable) within the Sevenoaks District Council.
The object of the Organisation shall be to promote the welfare of elderly people in any manner which now is or hereafter may be deemed by law to be charitable within the area of Rural Age Concern Darent Valley as defined in clause 1.
(a) Membership of the Organisation shall consist of:
(i) one person, or more if shown in Schedule I attached, appointed to be a member of the organisation by each voluntary organisation or statutory authority included in Schedule I attached and any other voluntary organisation or statutory authority being in sympathy with the object of the Organisation as the Management Committee (hereinafter appointed) may determine;
(ii) any person invited by the Management Committee because he or she holds a particular office;
(iii) any person co-opted by the Management Committee because she or he has special knowledge or experience of older people , save that the number of ex-officio members (clause 3(a.ii) above) and co-opted members (clause 3(a.iii) above) shall not exceed one-third of the total membership of the Organisation.
(b) Each statutory authority included in Schedule 2 attached (and such other statutory authorities as the Management Committee may determine) shall be entitled to appoint one person to attend and speak at meetings of the Organisation as an observer but without power to vote.
(c) Members of the Organisation shall remain in membership from the conclusion of the Annual General Meeting until the conclusion of the Annual General Meeting next following except that members appointed between Annual General Meetings shall hold office until the conclusion of the Annual General Meeting next following.
The Organisation, acting through the Management Committee hereinafter referred to, shall be entitled
(a) without giving any reason therefore, to refuse any application for membership;
(b) for good and sufficient reason, to refuse renewal of any existing membership or terminate any membership, provided that the member concerned shall have the right to be heard by a General Meeting of the Organisation before a final decision is made;
(a) Annual General Meeting
(i) The Annual General Meeting of the Organisation shall be held in each year at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Management Committee shall determine.
(ii) At the Annual General Meeting business shall include the consideration of the accounts of the Organisation, a written Annual Report of the work done by the Organisation and by any organisation under the control of the Organisation or its officers, and the election of Honorary Officers and Management Committee.
(b) Extraordinary General Meeting
An Extraordinary General Meeting of the Organisation shall be called by the Chairperson upon his / her decision or upon the written demand of ten members or upon the decision of the Management Committee. Such a meeting shall take place within 28 days of receipt by the Chairperson of written notice of such demand or decision. The Meeting shall consider only items that are specified in the demand or decision.
(c) Other General Meetings
Other General Meetings of the Organisation may be held at any such times and places as the Management Committee may determine, save that at least one General Meeting shall be held in any period of time elapsing between two consecutive Annual General Meetings.
(d) Notice of all General Meetings
Fourteen days' notice of any General Meeting shall be given in writing by the Secretary to all members. The notice shall specify the business to be transacted.
The quorum at a meeting of the organisation shall be one-fifth of the voting members.
(i) The Honorary Officers of the Organisation shall consist of a Chairperson, a Vice-Chairperson, a Treasurer, and such other Honorary Officers as the Organisation may from time to time determine.
(ii) Any voting member may nominate a person for election as an Honorary Officer. Persons who are not members of the Organisation are eligible to be nominees, and if elected shall become ex officio members of the Organisation.
(iii) All Honorary Officers shall remain in Office from the conclusion of the Annual General Meeting until the conclusion of the Annual General Meeting next following, and shall be eligible for re-election.
(iv) The Management Committee may appoint persons to fill casual vacancies that occur during the year, such appointments to terminate at the conclusion of the Annual General Meeting next following.
(a) The Management Committee (hereinafter referred to as the Committee) shall have the general control and management of the administration of the charity and form the body of charity trustees as defined in the Charities Act 1993.
(b) The Committee shall comprise:
(i) all Honorary Officers of the Organisation as determined under clause 6 above;
(ii) not more than 6 members elected under (c) below;
(iii) persons co-opted under sub-clause (d) below;
(i) The Annual General Meeting shall elect not more than 6 persons from amongst their own number. Such persons shall be members of the Committee from the date of their election until the conclusion of the next following Annual General Meeting, and shall be eligiblefor re-election.
The Annual General Meeting may provide for the rules governing the election.
(ii) The Committee may appoint persons to fill any casual vacancies which occur during the year amongst the elected members of the Committee, such appointments to terminate at the conclusion of the next following Annual General Meeting.
(i) The Committee may co-opt any member of the Organisation to membership of the Committee until the conclusion of the Annual General Meeting next following, provided that the number of such co-opted persons shall not exceed one-third of the total number of members elected under clauses 7(b.i) and 7(b.ii) above.
(ii) A person whose co-opted membership of the Committee has terminated shall be eligible for co-option again at any time.
(e) No member of the Committee shall receive any remuneration from the Organisation except for reasonable and proper out of pocket expenses as provided in 13(c) below. Members of the Committee shall declare any financial interest in the transactions of the Organisation and shall not participate in any debate or vote concerning such transactions.
The trustees shall comply with their obligations under Part VI of the Charities Act 1993 with regard to:
(a) the keeping of accounting records of the Organisation;
(b) the preparation of annual accounts for the Organisation;
(c) the preparation of an annual report;
(d) where applicable, the auditing or independent examination of the statements of account of the Organisation;
(e) and where applicable, the transmission of the statements of account and the annual report to the Charity Commissioners.
The trustees shall, where applicable, comply with their obligations under the Charities Act 1993 with regard to the preparation of an annual return and its transmission to the Charity Commissioners.
(i) The Chairperson and Vice-Chairperson of the Organisation shall be Chairperson and Vice-Chairperson of the Committee respectively;
(ii) The Committee shall appoint a Secretary who may be a member of the Organisation's staff, (hereinafter referred to as "the Secretary"). The Secretary shall also act as the Secretary of the Organisation.
(b) Fourteen days notice of any Meeting of the Committee shall be given by the Secretary to all members of the Committee, save that if the Chairman or any three members of the Committee decide that it is necessary to call a Meeting of the Committee on shorter notice such a Meeting may be called with four days notice.
(c)The quorum of any meeting of the Committee is one-quarter of its voting membership
or five persons whichever is the greater.
Extraneous Note:At a duly constituted meeting of the Management Committee on Tuesday 28 May 2002, it was AGREED and minuted that a proposal be put to the general membership that a quorum of any meeting of the Management Committee would be one-quarter of its voting membership or three persons whichever is the greater, effective from the date the general membership approved such proposal - John Arnold, Secretary, 02/07/2002]
(d) All members of the Committee shall be entitled to vote, and any matters arising shall be determined by a simple majority of those present and voting. In the event of an equality of votes, the Chairperson shall have a second or casting vote.
(e) Minutes of the Meeting of the Committee shall be kept by the Secretary and shall be open to inspection by any member of the Organisation on four days written notice to the Secretary.
(a)The Management Committee may appoint a Finance Committee and such other special or standing committees as it deems necessary from time to time and shall determine their terms of reference, powers, duration, quorum and membership provided:
(i) that no committee appointed under this clause shall co-opt more than a quarter of its total membership; and
(ii) that no committee appointed under this clause shall have power to spend or commit the assets of the Organisation without the prior approval of more than one-half of its members being voting members of the Management Committee.
(b) The Secretary of the Organisation shall ensure that the proceedings of all committees are minuted and reported to the Management Committee meeting next following.
(c) Fourteen days' notice of any Special or Standing Committee Meeting shall be given by the Secretary of the Committee to all members of such Special or Standing Committee, save that if any three members of such Special or Standing Committee decide that it is necessary to call a Committee Meeting on shorter notice such a Meeting may be called on four days' notice.
The proceedings of the Organisation or the Management Committee shall not be invalidated by any failure to appoint or defect in the appointment or qualification of any member.
(a) The Organisation's financial year shall run from 1 April to 31 March.
(b) The Organisation shall have power to obtain, collect and receive funds by means of contributions, donations, subscriptions, investment, deeds of covenant, legacies, the sale of donated goods or of those goods produced by elderly people in direct furtherance of the object of the Organisation, grants, loans or any other lawful method and to receive gifts of property of any description and to trade in direct furtherance of its objects, including the sale of goods produced by elderly people and to sell donated goods and otherwise to carry on trade which is temporary or ancillary to the objects of the Organisation, but otherwise the Organisation shall not undertake any permanent trading activities in raising funds for the object of the Organisation.
(c)The income and property of the Organisation whencesoever derived shall be applied solely towards the promotion of the object of the Organisation as set forth in Clause 2, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise howsoever by way of profit to any member of the Organisation provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Organisation (not being a member of the Management Committee) or the repayment of reasonable and proper out-of-pocket expenses to any member of the Management Committee or member, officer or servant of the Organisation.
(d) The Organisation shall appoint either a custodian trustee or a trust corporation of not less than three persons to hold any property held by or in trust for the Organisation.
(e) Bank Accounts shall be opened in the name of the Organisation on such terms as the Management Committee shall decide. The Management Committee shall decide which of its members and staff may sign cheques on behalf of the Organisation.
(f) The Treasurer of the Organisation or in his/her absence the Chairperson of the Organisation shall present in writing to each meeting of the Management Committee a written statement of accounts which gives members a full and fair description of the Organisation's financial position.
(g)The Organisation shall have the power to pay the cost of purchasing and maintaining indemnity insurance to cover the liability of the members of the Management Committee (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Organisation; PROVIDED THAT any such insurance shall not extend to any claim arising from any act or omission which the members of the Management Committee (or any of them) knew to be a breach of trust or breach of duty or which was committed by the members of the Management Committee (or any of them) in reckless disregard of whether it was a breach of trust or breach of duty or not.
(a) A resolution to alter this constitution or to dissolve the Organisation may be passed at any General Meeting provided that:
(i) the terms of the proposed resolution are received by the Secretary at least 21 days (or 42 days in the case of a resolution to dissolve the Organisation) before the meeting at which the resolution is brought forward, and that
(ii) at least 14 days' notice (or 28 days' notice in the case of a resolution dissolving the Organisation) of the proposed resolution shall be given in writing by the Secretary to all members of the Organisation;
(iii) such a resolution shall receive the assent of two-thirds of those present and voting.
(b) A resolution dissolving the Organisation may give instructions for the disposal of any assets held by or for the Organisation provided that if any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed among the members of the Organisation but shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Organisation as the Management Committee may after consultation with Age Concern England (National Council on Ageing) (in the case of full member organisations of ACE or where no full member organisation covers the area of the Organisation; the full member organisation's name where such a group is in existence) and with the approval of the Charity Commissioners or other authority having jurisdiction under the Charities Act 1993 or other relevant legislation, determine.
(c) No alteration of clause 2 above or this clause shall be made without the prior approval of the Charity Commissioners or the High Court.