Long Whatton Community Association Constitution

adopted on the ninth day of December 1997
amended 4th March 2025

A. Name

The name of the Association is Long Whatton Community Association ("the charity").

B. Administration

Subject to the matters set out below the charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause G of this constitution ("The Council").

C. Objects

The Charity's objects ("the objects") are to promote the benefit of the inhabitants of Long Whatton and the neighbourhood thereof (hereinafter called 'the area of benefit') without distinction of sex, sexual orientation, race or of 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 to provide facilities in the interests of the social welfare for the recreation and other leisure-time occupation with the object of improving the conditions of life for the said inhabitants.

D. Powers

1. power to raise funds and to invite and receive contributions provided that in raising funds the Council shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
2. power to buy, take on lease or exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
3. power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
4. power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
5. power to employ such staff (who shall not be members of the Council) as are necessary for 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;
6. power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
7. power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
8. power to appoint and constitute such advisory committees as the Council may think fit;
9. power to do all such other lawful things as are necessary for the achievement of the object.

E. Membership

1. Membership of the Charity shall be open to:
   • Individuals (over the age of 18 years) resident in the Parish of Long Whatton and such surrounding areas as the Council may decide who are interested in furthering the work of the Charity and who have paid any annual subscription laid down from time to time by the Council;
   • Any body corporate or unincorporated association which is interested in furthering the Charity's work and has paid any annual subscription (any such body being called in this constitution an 'interested village organisation').
2. Every member shall have one vote.
3. Each interested village organisation shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.
4. Each interested village 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 interested organisation he or she shall forthwith cease to be the representative of the member organisation.
5. The Council may by a majority of 90% and for good reason terminate the membership of any individual or interested village organisation provided that the individual concerned or the appointed representative of the interested village organisation concerned shall have the right to be heard by the Council accompanied by a friend, before a final decision is made.

F. Honorary Officers

At the Annual General Meeting of the Charity the members shall elect from amongst themselves a chair, vice-chair, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

G. The Council

1. The Council shall consist of not less than 12 members being:
   • The honorary officers specified in the preceding clause;
   • Not less than 8 members elected at the annual general meeting who shall hold office from the conclusion of that meeting;
   • Nominated members appointed as follows:
     • One representative nominated by each interested village organisation;
     • One representative to be nominated by the Governors of Long Whatton Primary School;
     • One representative of Long Whatton Parish Council;
     • Any individual members the AGM wishes to elect.
2. The Council may in addition appoint co-opted members but so that no one may be appointed as a co-opted member if, as a result, more than one third of the members of the Council would be co-opted members.
3. All the members of the Council 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 Council 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 Council who is aged under 18 or who if appointed be disqualified under the provisions of the following clause.
6. No person shall be entitled to act as a member of the Council until after signing in the minute book of the Council a declaration of acceptance and of willingness to act in the trusts of the Charity.

H. Determination of Membership of Council

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

1. is disqualified from acting as a member of the Council by virtue of section 45 of the Charities Act 1992;
2. becomes incapable by reason of mental disorder, illness or injury of managing and administrating his or her own affairs;
3. is absent without the permission of the Council from all their meetings held within a period of six months and the Council resolve that their office be vacated;
4. notifies to the Council a wish to resign (but only if at least three members remain in office).

I. Council Members not to be personally interested

No member of the Council shall acquire any interest in property belonging to the Charity or receive remuneration or be interested in any contract entered into by the Council.

J. Meetings and proceedings of the Council

1. The Council shall hold at least four ordinary meetings each year.
2. The chair shall act as chair at meetings of the Council. If absent, members present shall choose a chair.
3. There shall be a quorum when at least eight members are present.
4. Every matter shall be determined by a majority vote; the chair has a casting vote.
5. The Council shall keep minutes of proceedings.
6. The Council may make and alter rules for conduct of business.
7. The Council may appoint sub-committees of three or more members.
8. The Council shall prepare Rules and Regulations for the Association and submit them to a special meeting for approval.

K. Receipts and expenditure

1. The funds of the Charity shall be paid into accounts operated by the Council. All cheques must be signed by at least two members.
2. The funds belonging to the Charity shall be applied only in furthering the objects.

L. Property

1. Title to land and investments shall be vested in custodian trustees or holding trustees.
2. If no custodian trustee is appointed, investments may be held in the name of a clearing bank, trust corporation or stockbroking company.

M. Accounts

The Council shall comply with obligations under the Charities Act 1992 regarding accounting records, annual statements, auditing and transmission of accounts.

N. Annual Report

The Council shall comply with obligations under the Charities Act 1992 regarding preparation and transmission of an annual report.

O. Annual Return

The Council shall comply with obligations under the Charities Act 1992 regarding preparation and transmission of an annual return.

P. Annual General Meeting

1. There shall be an Annual General Meeting held in March or as soon as practicable thereafter.
2. The secretary shall give at least 14 days' notice.
3. The chair shall preside; if absent, members shall appoint a chair.
4. The Council shall present the report and accounts.
5. Nominations must be submitted at least 1 day before the AGM.
6. A Management Committee of not more than twelve members shall be appointed.
7. An Independent Examiner or Auditor shall be appointed.
8. Subscriptions for the following year will be prescribed.

Q. Special General Meetings

The Council may call a Special General Meeting at any time. If at least ten members request such a meeting, the secretary shall call it.

R. Procedure at General Meetings

1. The secretary shall keep a full record of proceedings.
2. There shall be a quorum when at least twelve members are present.

S. Notices

Any notice required shall be served personally or by post and deemed received within 10 days.

T. Alterations to the Constitution

1. The Constitution may be altered by a two-thirds majority at a general meeting.
2. No amendment may be made to clauses A, C, I, V or this clause without prior consent of the Commissioners.
3. No amendment may make the Charity cease to be a charity.
4. The Executive Committee shall send copies of amendments to the Commissioners.

U. Insurance

1. Trustees may insure themselves against personal liability.
2. Trustees may use funds to insure the charity against loss resulting from acts or defaults of trustees.

V. Dissolution