Management committee meetings(Third Edition as passed at EOGM 15 March 2005) 1 NameThe name of the organisation is The Family Centre (*Deaf Children) – (herein after called “The Centre”). Objects:The object of The Centre is:
Membership
Board of DirectorsThe affairs of The Centre shall be governed by a Board of Directors consisting of eleven (11) members, elected by the membership at the AGM for a term of three years with one third retiring each year (3:4:4) but being able to stand for re-election. Members of the Board shall be full members as defined in paragraph 3. Office bearers shall consist of: Chair, Vice Chair, Treasurer and Secretary elected openly at the AGM plus any others as deemed necessary from time to time, who shall be chosen at the first meeting after the Annual General Meeting and who also should be full members. Quorum: a minimum of five (5) is necessary to constitute any meeting of the Directors. The Board of Directors shall normally meet monthly, but at least six times a year with at least three open meetings. Co-optees may be invited by the Board of Directors to be non-voting members of those committees for advisory purposes when deemed necessary. Sub-committees can also be formed when required. The Board of Directors has the power to recommend the dismissal of a member of that committee by a vote of two thirds majority followed by the calling of an extraordinary meeting. Annual General MeetingThe Annual General Meeting shall be held with six weeks notice. The Business of the said meeting shall include: the appointment of Auditors Extraordinary General MeetingAn Extraordinary General Meeting shall be convened upon the request of the Board of Directors on an overall majority or by 5% of the members of The Centre working together. No business shall be transacted at such meeting other than that specified in the Notice. The quorum shall be as in 5 (d) above. The General meeting shall be advertised within The Centre and by post to all members, or by such other method as the Board of Directors shall from time to time decide. This notice and related agenda shall also be available in BSL at the same time as the English versions. MinutesMinutes of all meetings of the Board of Directors, Annual General Meetings and Extraordinary Meetings shall be taken and made available. VotingThose entitled to vote at a General Meeting and for the Board of Directors shall be members as defined in paragraph 3. Those who have not paid their annual subscriptions and Associate Members are entitled to attend the General Meeting, but not to vote. Decisions shall be taken by a simple majority, except on matters of constitution when a two thirds majority is required. TrusteesAll property of The Centre shall be vested in at least three Holding Trustees who will be appointed by the Board of Directors. These Trustees will not be involved in any other management aspect of The Centre. RemunerationNo member of the Board of Directors/Management Committee or Trustees shall receive any financial reward in respect of his/her position, nor be employed as a member of staff, without the prior written consent of the Charity Commissioners, but a facility shall be provided for the payment of actual out of pocket expenses at a level determined by the Board. Banking/AccountsThe Board of Directors shall make arrangements for opening and operating a bank account or accounts. Signatories will be determined by the Board. Each Account/Cheque must have at least two signatories. The Board of Directors shall provide books of accounts in which shall be kept all proper accounts of all monies received and paid respectively by or on behalf of the Board for the purpose of The Centre. The Board shall arrange for the accounts to be audited annually at 31 March by a Chartered Accountant. Amendments to the ConstitutionSubject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed. No amendments may be made to clause (1) (the name of the charity clause), clause (2) (the objects clause), clause (11) (Executive committee members not to be personally interested clause), clause (15) (the dissolution clause, or this clause without the prior consent in writing of the Commissioners. No amendment may be made which would have the effect of making the Charity cease to be a charity by law. The Executive Committee should promptly send to the Commissioners a copy of any amendment made under this clause. RegistrationThe Centre shall be registered with the Charity Commission and Companies House as a company limited by guarantee. DissolutionThe decision to wind up The Centre must be taken by a majority vote at an Annual General Meeting or an Extraordinary Meeting, the decision being with the members. Once debts have been paid to creditors any outstanding assests should be transferred to an organisation or organisations having objects similar to The Family Centre (Deaf Children) in consultation with the Charity Commission.
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