Proposed Constitution
Below is the proposed constitution that will be discussed and voted upon at the coming AGM:
THE CONSTITUTION OF THE FRIENDS OF TURTON TOWER
5th Draft October 2009
1. ADOPTION OF THE CONSTITUTION This constitution was adopted at a general meeting on November 19th 2009. The association and its property will be administered in accordance with the provisions of this constitution.
2. NAME The name of the association shall be ‘FRIENDS OF TURTON TOWER’, herein referred to as ‘the association’. A member of the association is herein referred to as ‘a friend’.
3. OBJECTS The object of the association is education by promotion, support, assistance and improvement of Turton Tower – a grade 1 listed building.
4. POWERS The association, in furtherance of the object, will have power to:-
a) Encourage, promote and assist in the formation of a group of friends;
b) Encourage the development of the facilities afforded;
c) Appoint representative or delegates and subscribe to other bodies with whom the association may be concerned;
d) Engage in fund raising, advertising, research, publishing, supporting and other work .
e) Take any other lawful action to support the object though the association may not engage in substantial permanent trading activities.
5. APPLICATION OF THE INCOME AND PROPERTY
a) The income and property of the association shall, at the discretion of the elected committee, be applied solely towards the promotion of the objects.
b) No committee member may be paid or receive any direct or indirect benefit for serving as a committee member.
6. DISSOLUTION The association may be dissolved by a resolution passed by a two-thirds majority of those present at a special general meeting convened for that purpose. At least 21 days notice shall be given to the friends. Such resolution may give instruction for the disposal of assets held by or in the name of the association. No assets may be paid to or distributed among the Friends but must be used within the purposes defined in the objects or transferred to such other charitable organization having objects similar to some or all of the objects of the association.
7. AMENDMENTS TO THE CONSTITUTION
a) No alteration may be made to this constitution other than by resolution at an annual general meeting or extraordinary general meeting called specifically for that purpose. All amendments must be within the objects of the association.
b) Any amendment must be passed by a two thirds majority of those present.
8. MEMBERSHIP
a) Membership is open to all persons and bodies who are approved by the committee. An application for membership may only be refused if acting reasonably and properly, the committee consider that it would not be within the best interests of the association.
b) Membership is not transferable and is to be renewed annually with payment of the prescribed subscription. Membership shall be deemed to have ceased if the subscription is more than three months in arrears.
c) The committee will maintain a register of members which will be available to all members upon request.
d) A member may be removed from membership by a resolution of the committee but the member shall be given 21 days notice of such resolution and the opportunity to make representations before the resolution is put to the meeting.
9. GENERAL MEETINGS
a) The association must hold a general meeting to approve the adoption of this constitution.
b) An annual general meeting will be held each year in November.
c) Any general meeting other than the annual general meeting shall be called a special general meeting and may be called by the committee at any time. The committee must summon, within 21 days, a special general meeting following receipt of a written resolution signed by any fifteen friends.
d) All friends shall be given, at least 14 days, notice of the date of a general meeting with information regarding the business to be considered.
e) No business shall be transacted at any general meeting unless a quorum is present. A quorum shall be the lesser of 25 members or one tenth of the total membership at that time. In the event that the meeting is not quorate, those friends present shall decide as to future action to reconvene the meeting.
f) A general meeting shall be chaired by the person elected as chair by the association or by the vice-chair. If neither is present within 15 minutes of the appointed time for the meeting a member nominated by the committee shall chair the meeting. If no such person is available the members present shall elect a chair from among themselves.
g) All friends present shall have one vote but if there is an equality of votes the chair of the meeting shall have a casting vote in addition to any other vote he or she may have cast.
10. OFFICERS AND COMMITTEE MEMBERS.
a) The association and its property shall be managed and administered by a committee comprising the Officers and other members elected in accordance with this constitution.
b) The officers shall be a Chair, Vice-Chair, Hon. Treasurer, Hon. Secretary and a Membership Secretary. In addition there will be up to ten other members who with the officers will be elected at the annual general meeting. All committee members must be friends. A senior officer representing Blackburn with Darwen BC and the Keeper of Turton Tower shall be ex-officio members of the committee and shall be deemed to be friends.
c) The committee shall have power to co-opt up to four additional, non-voting, members for particular purposes and periods of time.
d) The committee members shall be elected at the annual general meeting and shall be eligible for re-election.
e) A committee member who fails to attend four consecutive meetings or fails to attend half of the meetings in a year shall automatically cease to be a member of the committee and the vacancy shall be filled as directed in section 11(e).
11. POWERS AND DUTIES OF THE COMMITTEE The committee shall have the general management and direction of the funds and affairs of the association, and, without prejudice to the generality of the foregoing and within the objects of the association and the law, may:-
a) Regulate their proceedings as they think fit within the constitution and the law;
b) Make or vary regulations for governing the conduct of proceedings which are not inconsistent with the constitution;
c) Fill casual vacancies in its membership;
d) Nominate delegates to serve on another body;
e) Obtain and purchase goods and services as necessary to carry out the work of the association;
f) Pay the whole or part of the previously agreed expenses of any friend in or about the execution of a function or duty on behalf of the association;
g) Raise funds but must not enter into any permanent trading activity and may not enter into debt or loan arrangements;
h) Cooperate with other charities of organizations;
i) Set aside income as reserves as approved by the annual general meeting;
j) Open and operate bank accounts in the name of the association;
k) Provide public liability insurance to cover all friends and activities at an appropriate level.
l) A committee member must absent himself/herself from discussion in which it is possible that a conflict of interest may arise and declare his/her interest.
12. MINUTES AND ACCOUNTS
a) The committee must keep minutes which give a clear and accurate record of its proceedings. These minutes must be available to any member of the friends who has given seven days notice to the secretary.
b) The committee must maintain a record of all income and expenditure which shall be freely available to any member who has given seven days notice to the treasurer. The treasurer shall also prepare an account of the years activities for the annual general meeting at which all financial records must be produced. These accounts should be reviewed by a person appointed by the committee.
c) All expenditure must be evidenced by appropriate invoice and claim and agreed by the chair or the committee.
d) All cheque payments require two authorised signatures and must be documented in the accounts and cross referenced.
e) Bank statements must be sent directly to a person designated by the committee.
13. SUBSCRIPTIONS The rates of annual subscription for membership shall be such sum as is set by vote at the AGM of the association.
14. NOTICES
a) Notices of meetings and events will deem to be served by publication on the designated notice boards at the Tower and the Barlow Institute, and by post or hand delivered mail or electronic mail to addresses registered with the membership secretary.
b) A person present at a meeting shall be deemed to have received notice of the meeting and the purpose for which it was called.