Meeting Minutes

11/01/2019

NRCA Constitution

Time: 20:00
Location: n/a
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NRCA Constitution

CONSTITUTION OF THE

NORTH ROMFORD COMMUNITY ASSOCIATION

 

Registered Charity Number 303072

1. NAME

The name of the Charity is the North Romford Community Association (hereinafter called "the Association")

 

2. OBJECTS

The objects of the Association are to:

(a) promote the benefit of the inhabitants of North Romford and surrounding areas without distinction of gender, sexual orientation, race or of political, religious or other opinions, by associating together the said inhabitants and local authorities, voluntary and other organisations in a common effort to advance education and to provide facilities in the interest of social welfare for recreation and leisure-time occupation with the object of improving the conditions of life for the said inhabitants;

(b) assist in the maintenance and management of the North Romford Community Centre for activities promoted by the Association and its constituent members in the furtherance of these objects;

(c) promote such other charitable purposes as may from time to time determined;

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

 

3. POWERS

In furtherance of the said objects, but not otherwise, the Association shall have power to:

(a) bring together in conference representatives of voluntary organisations, Government departments

statutory authorities and individuals;

(b) arrange and provide for, either alone or with others, the holding of exhibitions, meetings, lectures,

classes, seminars or training courses, and all forms of recreational and other leisure-time activities;

(c) 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;

(d) 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;

(e) raise funds and invite or receive donations and contributions, whether by subscription or otherwise, PROVIDED THAT the Association shall not undertake or in any way engage in any permanent trading activities in raising funds for its charitable objects;

(f) support any charitable trusts, associations or institutions formed for all or any of the objects;

(g) receive money on deposit or loan or overdraft, in such manner as the Association may think fit, SUBJECT TO such consents or on such conditions as may be required by law;

(h) invest money not immediately required for its objects in or upon such investments, securities or property as the Association may think fit, SUBJECT NEVERTHELESS to such conditions (if any) as may for the time being be imposed by law;

(i) borrow money, and SUBJECT TO such consents as may be required by law, to charge all or any of the property of the Association with the repayment of money so borrowed;

(j) subject to clause 15 hereof, employ such persons as are necessary for the proper pursuit of the objects and make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

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

(l) affiliate to the National Federation of Community Organisations (Community Matters) and to other

organisations with similar charitable objects;

(m) do all such other lawful things as shall further the charitable objects of the Association.

 

 

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4. MEMBERSHIP

The Association year shall be from 1st April to 31 March. Membership shall be open, subject to certain age restrictions specified below, to all persons in the neighbourhood, irrespective of political party, nationality, religious opinion, race or colour.

Family Membership (Class A) Family membership shall be open to families, i.e. husband and wife, and children under 18 years of age. The membership fees shall be at rates determinable by the Trustees of the Association (hereinafter referred to as the Trustees) from time to time.

Individual Membership (Class B) Individual membership shall be open to anyone resident in the neighbourhood, who is 18 years of age or over, and the membership fees shall be at rates determinable by the Trustees from time to time.

Group Membership (Class C) Affiliated membership shall be open to voluntary organisations operating in the neighbourhood. Such organisations shall, when they apply for affiliated membership, satisfy the Trustees and Council that they are genuinely autonomous, with democratically elected officers and a constitution compatible with the aims and objects of the Association. The membership fees shall be at rates determinable by the Trustees.

Honorary Membership (Class D) The Trustees and Council may, from time to time, confer upon an individual the privilege of honorary membership in such cases as it may deem suitable.

AMENITIES: Classes A and B - Members in class A who are 18 years of age or over and members in Class B shall be full members and as such shall be entitled to the maximum of privilege and amenities as may from time to time be determined by the Trustees.

Class C - Affiliated membership shall entitle the organisation to a special scale of letting fees, and prior consideration of hire of accommodation not required by the Association.

Class D - Honorary membership shall confer upon the individual or organisation the privileges and amenities of the corresponding classification of paying membership.

 

 

5. SUBSCRIPTIONS

All individual members and Affiliated Groups shall pay such subscriptions as the Trustees may from time to time determine.

 

 

6. SECTIONS OF THE ASSOCIATION

The general aim is to make a Section as autonomous as possible without destroying the mutual link between the Sections and the Association, remembering at all times that one cannot function without the other.

(a) A section is a group of members wishing to control its own particular activities.

(b) All groups of members raising and holding funds must be constituted as a Section.

(c) All persons taking part in Section activities must be individual members of the Association and as such abide by this Constitution.

(d) A Section must have duly elected officers including a Secretary and a Treasurer and a member who shall be the representative of the Section on the Council. The officers of the Section shall be elected at an Annual General Meeting of the members of the Section.

(e) The name of any Section shall be "North Romford Community Association” followed by the title

of the Section.

(f) The Trustees of the Association shall be ex-officio members of the Section's Committee and must be notified of all Section general business and committee meetings.

 

 

7. SUSPENSION AND TERMINATION OF MEMBERSHIP

If a member is offensive by word or deed to other members of the Association or behaves in such a way that their conduct is prejudicial to the interests and objects of the Association, they may be suspended by consensus of the Trustees of the Association. They will remain suspended until the next meeting of the Trustees, when further action will be considered. The member shall be entitled to attend that meeting to represent himself. If expulsion is decided, that must be confirmed by the Trustees, when again the member must be invited to appeal.

 

 

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8. ANNUAL GENERAL MEETING

The Annual General Meeting of the Association shall be held in September of each year.

(a) to receive the annual report of the Trustees;

(b) to receive the audited annual statement of accounts;

(c) to elect the Trustees;

(d) to elect the members of the Council;

(e) to receive the names of representatives of the Section of the Association;

(f) to receive the names of the representative of the affiliated organisations on the Council;

(g) to receive the names of the representative of the Education Committee on the Council;

(h) to deal with any other business of which notice has been given on the Agenda:

All matters for inclusion in the Agenda for the Annual General Meeting must reach the Secretary of the Association in writing at least 14 days before the meeting. Notice of the Annual General Meeting, together with the Agenda, shall be given at 21 days prior to the Meeting to all full members, to the Secretaries of the affiliated organisations, to honorary members, and to representatives of the Education Committee.

 

 

9. SPECIAL GENERAL MEETINGS

The Chair of the Trustees may at any time at his/her discretion and the Secretary shall within 21 days of receiving a written request so to do signed by not less than 20 members with power to vote and giving reasons for the request, call a Special General Meeting of the Association to consider the business specified .on the notice of meeting and for no other purpose. At least 14 clear days' notice shall be posted in a conspicuous place or places in the Centre.

 

10. TRUSTEES

(a) The Trustees shall be the Chairman, Vice-Chairman, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer, who shall all be elected at the Annual General Meeting of the Association and shall be full members of the Association. The Trustees shall be ex-officio members of any committee of the Council.

(b) The Trustees shall be responsible for the day-to-day organisation of the Association and Centre overseeing the general financial situation, and, acting as the Executive Committee for the organisation, authorising capital expenditure.

(c) They shall meet as a committee at least once each month to deal with these matters and also act as the letting committee for the accommodation in the Centre.

(d) A Trustee shall cease to hold office if he/she notifies the Secretary of the Association in writing of his/her resignation.

(e) If a vacancy occurs by death, resignation of disqualification among the Trustees of the Association, the Trustees shall have the power to fill it from among the Association membership.

(f) Subject to sub-clause (d) of this clause, all Trustees shall hold office until the conclusion of the next

Annual General Meeting of the Association and shall be eligible for re-election.

(g) A Trustee shall cease to hold office

if he or she:- (i) is disqualified from holding such office by virtue of section 72 of the Charities Act

1993 (or any statutory modification or re-enactment of that provision), or (ii) becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs, or (iii) is absent without the permission of the Trustees from all its meetings held within a period of six months and the Trustees resolve that he/she shall cease to hold office, or (iv) notifies the Trustees in writing of his or her resignation

(i) Each Trustee shall upon election or appointment receive a copy of the Association's constitution. No person shall be entitled to act as a Trustee, following election or re-election or appointment or re-appointment, until they have signed a declaration of acceptance and willingness to act as a managing charity trustee of the Association, and unless their appointment is approved by the Charity Commission.

(j) The proceedings of the Board of Trustees shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.

(k) No person under the age of eighteen shall be a Trustee.

 

 

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11. THE COUNCIL

Subject to provisions of Clause 10 hereof, the policy and general management of the affairs of the Association shall be guided by a General Committee, hereinafter known as the Council of the Association, which shall meet not less than 4 times a year.

(a) The policy of the Association shall be ratified by the Council who shall be appointed annually and shall consist of:- (i) the Trustees (ii) one elected representative from each affiliated organisation in Class C membership; (iii) the representative of the Education Committee established by the Council of the London Borough of Havering (iv) a representative of each Section of the Association. The Council shall have the power to co-opt not more than four other persons (who may consist of or include non-members of the Association). The Council shall have power to appoint from its members such committee as it may consider necessary. The Council shall meet not less than four times in each year.

(b) all members of the Council shall retire from office together at the conclusion of the Annual General

Meeting next after the date on which they came into office but they may be re-elected or re-appointed.

(c) If casual vacancies occur among the elected members of the Council it shall have power to fill these from among the members of the Association.

 

 

 

12. EXPENDITURE DECISIONS

(a) The Trustees shall report to the Council any minor capital expenditure and submit any proposals of more major expenditure for their ratification.

(b) The deliberations of the Trustees shall be reported regularly to the Council and any resolution passed or decision taken by the Trustees shall be reported to the Council at their next meeting.

 

 

 

13. SUB-COMMITTEES

The Trustees may appoint one or more sub-committees for supervising or performing any activity or service. In each case:-

(a) The Trustees shall define the terms of reference of the sub-committee and may also determine its composition and the duration of its activities.

(b) all acts and proceedings of the sub-committee shall be reported as soon as possible to the Trustees and to the Council.

 

 

 

14. MEMBERS NOT TO BE PERSONALLY INTERESTED

(a) No Trustee or member of the Council shall acquire any interest in property belonging to the Association;

(b) No Trustee of member of the Council shall be interested in any contract entered into by the Trustees;

(c) No Trustee or member of the Council shall receive remuneration, other than for the performance of a service contract agreed by the Trustees and being entirely outside the scope of their work as a Trustee or Council member..

 

 

15. PAID EMPLOYEES

(a) The Trustees shall have the sole right to exercise the power conferred by Clause 3 (j) hereof of appointing, dismissing and determining the terms and condition of service of all employees of the Association.

(b) An employee of the Association shall not be eligible to be a member of the Council, any section committee or any sub-committee of the Association, but may be invited to attend such committees as a non-voting adviser.

 

 

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16. RULES OF PROCEDURE AT ALL MEETINGS

 

(a) Voting: Subject to the provisions of Clause 23, any question arising at a meeting of the Association or one of its Committee shall be decided by simple majority of those present and voting. No member shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in case of an equality of votes the Chair shall have a second or casting vote.

(b) Quorum:(i) Trustees: three members shall form a quorum at meetings of the Board of Trustees and Executive Committee (ii) Council: one third of the members with power to vote shall form a quorum at meetings of the Council and all other sub-Committees of the Association. (iii) General Meetings: Twenty five members with power to vote or one third of the members with power to vote, whichever is the lower, shall form a quorum at General Meetings of the Association. In the event that no quorum is present at an Annual General Meeting of the Association or the meeting has to be abandoned the meeting shall stand adjourned and be reconvened 28 days or within, and those members with power to vote present at that meeting shall be deemed to form a quorum.

(c) Minutes: Minute books shall be kept by the Association and all its committees and the respective

secretary shall enter therein a record of all proceedings and resolutions.

 

 

17. STANDING ORDERS AND RULES FOR THE USE OF CENTRE

The Trustees shall have power to adopt and issue Standing Orders for the conduct of Association business and/or Rules for the use of the Centre. Such Standing Orders and Rules shall come into operation immediately, provided always that they shall be subject to review by the Association in General Meeting and that they shall be consistent with the provisions of this constitution.

 

 

18 FINANCE

(a) All money raised by or on behalf of the Association shall be applied to further the object of the Association and for no other purpose, PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment of reasonable out-of-pocket expenses incurred on behalf of the Association by employees and volunteers.

(b) All money received shall be banked within seven days from the receipt thereof.

(c) The banking account shall be operated over the signatures of the Treasurer or Assistant Treasurer and at least two of the following:- The Chairman, The Vice-Chairman, The Secretary

(d) The Treasurer shall keep proper accounts of the finances of the Association.

(e) The Association's financial year shall be from 1st April to 31st March and the audited or independently examined statement of accounts for the year ended on the last preceding 31st March shall be submitted by the Treasurer to the Annual General Meeting.

(f) The Association's Treasurer shall have the general oversight of all accounts.

 

 

19. ACCOUNTS

The Trustees shall comply with their obligations under the Charities Act 1933 (or any statutory modification or re-enactment of that Act) with respect to:-

(a) the keeping of accounting records for the Association.

(b) the preparation of annual statements of the accounts for the Association;

(c) the auditing or independent examination of the statements of accounts of the Association;

(d) the transmission of the statements of accounts to the Charity Commission for England and Wales.

 

 

20 ANNUAL REPORT AND ANNUAL RETURN

The Council shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to the preparation of an annual report and an annual return and their transmission to the Charity Commissioners for England and Wales.

 

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21 INDEMNITY

In the execution of the trusts hereof no member Trustee shall be liable:

(i) for any loss to the property of the Association by reason of any improper investment made in good faith (so long as he/she shall have sought professional advice before making such investment); or

(ii) for the negligence or fraud of any agent employed by him/her or by any other member of the Council in good faith (provided reasonable supervision shall have been exercised) and no Trustee shall be liable by reason of any mistake or omission made in good faith by any member of the Board of Trustees other that wilful and individual fraud, wrongdoing or wrongful omission on the part of the member who is sought to be made liable.

 

 

22. DISSOLUTION

If the Council, on the advice of the Trustees, by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, a meeting shall be called of all members with power to vote and of the inhabitants of the area of benefit of the age of eighteen years upwards of which meeting not less than 21 days' clear notice (stating the terms of the resolution to be proposed thereat) shall be posted in a conspicuous place or places in the area of benefit and advertised in a newspaper circulating in the area of benefit and given in writing to the Charity Commissioners for England and Wales and the National Director of the National Federation of Community Organisations (Community Matters) If such decision shall be confirmed by a simple majority of those present and voting at such meeting the Trustees shall have power to dispose of any assets held by or in the name of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards such charitable purposes for the benefit of the inhabitants of the area of benefit as the Trustees shall decide subject to the prior approval in writing of the Charity Commissioners for England and Wales, or other authority having charitable jurisdiction.

 

23 ALTERATIONS TO THE CONSTITUTION

Any proposal to alter this constitution must be delivered in writing to the Secretary of the association not less than 28 days before the date of the meeting at which it is first to be considered. Any alteration must be approved by the Trustees and will require the approval of both:

(a) a simple majority of members of the Council present and voting at a Council Meeting

(b) a two thirds majority of members with power to vote present and voting at a General Meeting.

At least 14 clear days notice shall be posted in a conspicuous place in the Community Centre stating

the wording of the proposed alteration. No alteration shall be made to this constitution which would cause the Association to cease to be a charity at law. No alteration to Clause 2 (Objects), Clause 14 (personal Interests), Clause 22 (Dissolution) or to this Clause shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained.

 

 



CONSTITUTION ADOPTED 2nd NOVEMBER, 1965

AS AMENDED 18th SEPTEMBER 1992, 23rd SEPTEMBER 1997 and 10th JANUARY 2017 and 11th JANUARY 2019.





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Responsible:
The Trustees