Constitution

1. NAME

The name of the Association is THE WENTWORTH VILLAGE COMMUNITY ASSOCIATION (hereinafter called "the Association").

2. OBJECTS

The objects of the Association are:

• To promote the benefit of the inhabitants of Wentworth and the neighbourhood together defined and known as Wentworth, Street, Nether Haugh, Hoober and Lea Brook (hereinafter called "the Area of Benefit") without distinction of sex, sexual orientation, race or political, religious or other opinions; by associating together the said inhabitants and the local authorities, voluntary and other organisations, in a common effort to advance education and provide facilities in the interests of social welfare for recreation and leisure-time occupation with the object of improving the conditions of life for the said inhabitants.
• To establish or secure the establishment of a community centre (hereinafter called "the centre") and to maintain and manage the same (whether alone or in co-operation with any local authority or other person or body) in furtherance of those objects.
• To promote such other charitable purposes as may from time to time be 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 bring together in conference, representatives of voluntary organisations, government departments, statutory authorities and individuals.
• To arrange and provide for either alone or with others the holding of exhibitions, meetings, lecture classes, seminars or training courses and all forms of recreational and other leisure-time activities.
• To 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 otherwise.
• To 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.
• To purchase, take on lease or in exchange, hire or otherwise lawfully acquire such property or other rights and privileges as may be necessary for the promotion of its objects and to construct, maintain or alter the same subject to the provisions of Clause 17 hereof.
• To make regulations for the proper supervision, control and management of any property that may be so required.
• To sell, let, dispose of or turn to account all or any of its property or assets subject to such consents as may be required by law.
• To raise funds and invite or receive donations and subscriptions 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.
• To support any charitable trusts, associations or institutions formed for all or any of the objects.
• To 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.
• To 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.
• To 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.
• Subject to Clause 13 hereof, to employ such persons not being Members of the Management 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.
• Any Management Committee member who possesses specialist skills or knowledge required by the Charity for its proper administration may make and be paid reasonable charges for work of that nature done by him or her or his or her firm when instructed by the other Members of the Committee to act on behalf of the Charity provided that:

(i) At no time shall a majority of the Management Committee Members benefit under this provision and

(ii) The Management Committee member shall withdraw from any meeting whilst his or her own instruction or remuneration or that of his or her firm is being discussed.

• To 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.
• To provide indemnity insurance for the Members of the Management Committee (or any of them) out of the funds of the Association 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 duty or breach of trust or which was committed by members of the Management Committee (or any of them) in reckless disregard of whether it was a breach of duty or breach of trust or not.
• To affiliate to the National Federation of Community Organisations (Community Matters) and to other organisations with similar objects.
• To do all such other lawful things as shall further the charitable objects of the Association.
4. MEMBERSHIP
• Membership shall be open irrespective of sex, sexual orientation, race, nationality or political, religious or other opinion to:
• Individuals aged eighteen or over:
• Who live within the Area of Benefit who shall be known as Full Members.
• Who live outside the Area of Benefit who shall be known as Associate Members and who may attend as observers but who shall not have the right to vote at General Meetings of the Association.
• Individuals aged under eighteen years whether living within or outside the Area of Benefit who shall be known as Junior Members and who may be admitted to membership subject to such conditions as the Management Committee may decide. They shall have the power to elect two of their number to represent them without the right to vote at meetings of the Management Committee. Any Junior Members may also attend general meetings as observers but shall not have the right to vote.
• Associations and organisation whether corporate or unincorporated (and including branches of national or international organisations and Parochial Church Councils) which operate solely or in part within the Area of Benefit are voluntary or non-profit-distributing and which wish to support the object of the Association which shall be known as Affiliated groups.
• The statutory authorities in whose administrative area the Area of Benefit lies.
• Each member organisation as set out in Clause 4 (a) (iii) and (iv) above and each Section established in accordance with Clause 6 below shall appoint one individual person being a Member thereof (except Wentworth Parish Council which shall appoint two individual persons) to represent it and vote on its behalf at meetings of the Management Committee and at General Meetings of the Association and may appoint an alternate (or in the case of Wentworth Parish Council two alternates) being a Member or Members thereof to replace its appointed representative as an observer at such meetings if the appointed representative is unable to attend. In the event of such individual person resigning or leaving a member organisation or Section, he or she shall forthwith cease to be a representative thereof. The member organisation concerned shall have the right to appoint a new representative informing the Secretary in writing.
• Individual Members admitted under Clause 4(a)(i)(a) and representatives appointed under Clause 4(b) above shall hereafter be referred to as "Members with power to vote".
5. SUBSCRIPTIONS

All individual Members and Affiliated Groups shall pay such subscriptions as the Management Committee may from time to time determine and the Management Committee may at its discretion elect not to seek payment of subscriptions.

6. SECTIONS

Sections shall be such groups of individual Members as may with the permission of the Management Committee be formed within the Association for the furtherance of common activities. The Management Committee shall determine the terms of reference and functions of each such Section and the duration of its activities that shall provide (inter alia) that all acts and proceedings of such Sections are fully and promptly reported back to the Management Committee.

7. RESIGNATION AND TERMINATION OF MEMBERSHIP
• Any Member of the Association may resign his/ her membership and any representative of a member organisation or Section may resign such position by giving to the Secretary of the Association written notice to that effect.
• The Management Committee may by a resolution passed at a meeting thereof terminate or suspend the membership of any Member if in its opinion his/ her conduct is prejudicial to the interests and objects of the Association, provided that the individual member or representative of the member organisation (as the case may be) shall have the right to be heard by the Management Committee before the final decision is made. There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.
8. GENERAL MEETINGS OF THE ASSOCIATION
• Annual General Meetings:

Once in each calendar year, an Annual General Meeting of the Association shall be held at such time and place as the Management Committee shall determine, being not more than fifteen months after the adoption of this Constitution, and thereafter the holding of the preceding Annual General Meeting. At least twenty-one clear days' notice shall be posted in a conspicuous place or places in the Area of Benefit and/ or advertised in a newspaper circulating in the Area of Benefit.

The business of each Annual General Meeting shall be:

• To receive the Annual Report of the Management Committee that shall incorporate the Accounts of the Association referred to below and to give an account of the work of the Association and its activities during the preceding year.
• To receive the Accounts of the Association for the preceding financial year.
• To elect Honorary Officers of the Association in accordance with Clause 9 hereof.
• To note the names of the persons appointed/ elected to serve as Members of the Management Committee under Clause 10(a) (ii)-(iv) hereof.
• To elect representatives of Full Members to serve on the Management Committee in accordance with Clause 10(a)(v) hereof.
• To appoint one or more qualified auditors or independent examiners for the coming year to audit or examine the Accounts of the Association in accordance with the Charities Act 1993 (or any statutory modification or re-enactment of that Act).
• To consider and vote on any proposals to alter this Constitution in accordance with Clause 23 hereof.
• To consider any other business of which due notice has to be given.
• Special General Meetings:

The Chairman of the Management Committee may at any time at his/ her discretion and the Secretary shall within twenty-one days of receiving a written request so to do signed by not less than twenty 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 fourteen clear days' notice shall be posted in a conspicuous place or places in the Area of Benefit and/ or advertised in a newspaper circulating in the Area of Benefit.

9. HONORARY OFFICERS
• Only Members of the Association aged eighteen years and over shall be eligible to serve as Honorary Officers.
• The Members with power to vote present at the Annual General Meeting shall elect the Treasurer and Secretary of the Association and such other Honorary Officers as the Association may from time to time decide who shall serve in their respective capacities as Honorary Officers of the Management Committee. Such Honorary Officers may be appointed as Members of any subcommittee established in accordance with Clause 12 hereof.
• At its first meeting after the Annual General Meeting the Management Committee shall elect from among its Members a Chairman and Vice-Chairman who shall serve in their respective capacities as Honorary Officers of any Executive Committee which may be established in accordance with Clause 11 hereof. Such Honorary Officers may be appointed as Members of any subcommittee established in accordance with Clause 12 hereof.
• An Honorary Officer shall cease to hold office if he/ she notifies the Secretary of the Association in writing of his/ her resignation.
• If a vacancy occurs by death, resignation or disqualification among the Honorary Officers of the Association or of the Management Committee, the Management Committee shall have the power to fill it from among its Members.
• Subject to sub-clause (d) of this Clause, all Honorary Officers shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for re-election.
10. THE MANAGEMENT COMMITTEE

Subject to the provisions of Clause 8 hereof the policy and general management of the affairs of the Institute shall be directed by a Management Committee which shall meet not less than four times a year. As the Charity Trustees, the Management Committee shall have power to enter into contracts for the purposes of the Association on behalf of all Members and may exercise on behalf of the Association any or all of the powers enumerated in Clause 3 hereof.

(a) The Management Committee shall consist of:

• The Honorary Officers elected under Clause 9 hereof.
• One representative appointed by each Affiliated Group and statutory authority in accordance with Clause 4(b) hereof.
• One representative appointed in accordance with Clause 6 hereof.
• Up to eight representatives of Full Members or such larger number as shall be equal to the number of Management Committee Members appointed in accordance with sub-clause (a)(ii) and (iii) of this Clause to be elected by the Full Members present at the Annual General Meeting.
• Persons co-opted individually by the Management Committee who shall serve on the Management Committee until the conclusion of the next Annual General Meeting, provided that the number of co-opted Members shall not exceed one-quarter of the total number of Members elected and appointed to the Management Committee in accordance with the provisions of this sub-clause and enumerated above.

(b) All Members of the Management Committee shall retire from office together at the conclusion of the Annual General Meeting next after the date on which thy came into office but they may be re-elected or re-appointed.

• If casual vacancies occur among the elected Members of the Management Committee it shall have power to fill these from among the Members of the Association.
• The proceedings of the Management Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
• A member of the Management Committee shall cease to hold office if he or she:
• 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
• Becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs or
• Is absent without permission of the Management Committee from all its meetings held within a period of six months and the Management Committee resolves that he/ she shall cease to hold office or
• Notifies the Management Committee in writing of his or her resignation (Provided that at least three Members of the Management Committee will remain in office when the notice of resignation is to take effect).

The provisions of paragraphs (i) and (ii) of this sub-clause also apply to any individual Holding Trustee who may be appointed in accordance with Clause 17(a) below.

• Each member of the Management Committee shall upon election or appointment to the Committee receive a copy of the Association's Constitution. No person shall be entitled to act as a Member of the Management Committee following election or re-election or appointment or re-appointment until they have signed in the Minute Book of the Management Committee a declaration of the acceptance and willingness to act as a Managing Charity Trustee of the Association.
• No persons under the age of eighteen shall be Members of the Management Committee but such persons may be invited to attend meetings of such Committee as observers without the right to vote.
11. SUBCOMMITTEES

The Management Committee may appoint one or more subcommittees for supervising or performing any activity or service. In such case:

• The Management Committee shall define the terms of reference of the subcommittee and may also determine its composition and the duration of its activities.
• All acts and proceedings of the subcommittee shall be reported as soon as possible to the Management Committee.
12. MANAGEMENT COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED

Except as provided for in sub-clause 3(n) and 3(p):

• No member of the Management Committee (otherwise than as a Trustee for the Association) shall require any interest in property belonging to the Association.
• No Member of the Management Committee (otherwise than as a Member of the Management Committee) shall be interested in any contract entered into by the Management Committee.
• No Member of the Management Committee shall receive remuneration.
13. PAID EMPLOYEES
• The Management Committee shall have the sole right in exercise of the power conferred by Clause 3(m) hereof of appointing, dismissing and determining the terms and conditions of service of all employees of the Association.
• An employee of the Association shall not be eligible to be a member of the Management Committee any Section Committee or any subcommittee of the Association but may be invited to attend such committees as a non-voting adviser.
14. RULES OF PROCEDURE AT ALL MEETINGS
• Voting:

Subject to the provisions of Clause 22, any question arising at a meeting of the Association or one of its committees shall be decided by a 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 Chairman shall have a second or casting vote.

• Quorum:
• Committee Meetings: One-third of the Members with power to vote shall form a quorum at meetings of the Management Committee and all other committees and subcommittees of the Association.
• General Meetings: Twenty five Members with power to vote or one-third of the Members with power to vote whichever is the lesser 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 fourteen days later, and those Members with power to vote present at that meeting shall be deemed to form a quorum.

• 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.

• STANDING ORDERS AND RULES FOR THE USE OF THE CENTRE

The Management Committee 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.

• FINANCE
• All money raised by or on behalf of the Association shall be applied to further the objects 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.
• An account shall be opened in the name of the Association with the Chapeltown Branch of the Yorkshire Bank or with such other financial institution as the Management Committee may from time to time decide. The Management Committee shall authorise in writing the Treasurer, the Secretary and the Chairman of the Association and two Members of the Management Committee to sign cheques on behalf of the Association. All cheques must be signed by not less than three of the five authorised signatories.
• The Association's financial year shall be from 1st May to 30th April.
• The Management Committee at its first meeting following the Annual General Meeting shall appoint a Finance Subcommittee in accordance with Clause 11. This Finance Subcommittee shall consist of a minimum of 3 Members and shall be chaired by the Honorary Treasurer. Meetings can be attended by any person who is a Member of the Management Committee or who is co-opted to any Subcommittee and whom the Management Committee deems necessary to the business of the Finance Subcommittee in accordance with Clause 12. The remit of the Finance Subcommittee shall be to oversee the financial affairs of the Association and to implement financial transactions authorised by the Management Committee or any appropriate Subcommittee.
• The Management Committee may appoint subcommittees to monitor funds allocated for particular purposes. Changes to the amounts allocated for individual funds can only be made with the agreement of three-quarters of Full Members present at a General Meeting in accordance with Clause 8. No subcommittee shall be permitted to open a separate bank account in respect of such funds, which at all times shall be retained in the name of the Association.
• TRUST PROPERTY
• Land and Buildings:

Subject to the provisions of the sub-clause (b) of this Clause, the Management Committee shall cause the title to all land (which is not vested in the Official Custodian for Charities) and all investments held by or in trust for the Association to be vested either in a corporation entitled to act as custodian trustee or in not less than three nor more than four named individuals (not being Members of the Management Committee) appointed by the Management Committee as Holding Trustees. Holding Trustees shall act in accordance with the lawful directions of the Management Committee. Provided that they act only in accordance with such lawful directions Holding Trustees shall not be liable for the acts and defaults of Members of the Management Committee. Holding Trustees may be removed by the Management Committee at its pleasure and shall otherwise cease to hold office in accordance with the provisions of Clause 10 (e) above.

• Investments:

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

• ACCOUNTS

The Management Committee shall comply with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to:

• The keeping of accounting records for the Association
• The preparation of annual statements of the Accounts for the Association
• The auditing or independent examination of the statements of account of the Association
• The Transmission of the statements of account to the Charity Commission for England and Wales
• ANNUAL REPORT AND ANNUAL RETURN

The Management Committee 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.

• INDEMNITY

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

• 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 investments) or
• For the negligence or fraud of any agent employed by him/ her or by any other member of the Management Committee in good faith (provided reasonable supervision shall have been exercised)

and no member of the Management Committee shall be liable by reason of any mistake or omission made in good faith by any member of the Management Committee other than wilful and individual fraud, wrong-doing or wrongful omission on the part of the member who is sought to be made liable.

• DISSOLUTION

If the Management Committee 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 it shall call a meeting of all Members with power to vote and of the inhabitants of the Area of Benefit of the age of eighteen years and upwards of which meeting not less than twenty one 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 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 Management Committee 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 Management Committee shall decide subject to the prior approval in writing of the Charity Commissioners for England and Wales or other authority having charitable jurisdiction.

• ALTERATIONS TO THE CONSTITUTION

Any proposal to alter this Constitution must be delivered in writing to the Secretary of the Association not less than twenty eight days before the date of the meeting at which it is first to be considered. Any alteration will require the approval of both:

• A simple majority of Members of the Management Committee present and voting at a Management Committee Meeting.
• A two-thirds majority of Members with power to vote present and voting at a General meeting.

At least fourteen days' clear notice shall be posted in a conspicuous place in the Area of Benefit and advertised in a newspaper circulating in the Area of benefit 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 12 (Personal Interests) Clause 21 (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.

• 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 Management Committee were references to the persons whose names appear below.

THIS Constitution was adopted as the Constitution of the The Wentworth Village Community Association at a public meeting held at:

on:

SIGNED:

Chairman of the Meeting

Secretary of the Meeting