Constitution | Churchfield Community Association

Adopted on the 4th day of September 2000

A. Name

The name of the association is the Churchfield Community Association (hereinafter called ‘the Association’).

B. Administration

Subject to the matters set out below, the Association and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause H of the constitution (‘the Executive Committee’)

C. Objects

The Association’s objects are:

to promote the protection and conservation of the environment in Acton, in particular the Churchfield Road area
to promote industry and business for the public benefit.

D. Powers

In furtherance of the objects but not otherwise, the Executive Committee may exercise the following powers:

to raise funds and to invite and receive contributions, provided that, in raising funds, the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law
to buy or take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use
to sell, lease or dispose of all or any part of the property of the Association, subject to any consents required by law
to borrow money and to charge all or any part of the property of the Association with repayment of the money so borrowed, subject to any consents required by law
to employ such staff (who shall not be members of the Executive 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
to co-operate with other voluntary bodies, charities and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them
to appoint and constitute such advisory committees as the Executive Committee may think fair
to do all such other lawful things as are necessary for the achievement of the objects.

E. Membership

Full membership of the Association shall be open to any person over the age of 18 who is interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Executive Committee.
Every full member shall have one vote.
Anyone wishing to join must be proposed and seconded by an existing member.

F. Termination of membership

The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual or member organisation, provided that the individual concerned shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.

G. Honorary officers

At the annual general meeting of the Association, the members shall elect from among themselves a chair, secretary and treasurer, who shall hold office from the conclusion of that meeting.

H. Executive Committee

1. The Executive Committee shall consist of not fewer than 4 members or more than 11 members, being:
(a) the honorary officers specified in the preceding clause
(b) not fewer than 4 and not more than 11 members elected at the annual general meeting who shall hold office from the conclusion of that meeting.

2. The Executive Committee may, in addition, appoint not more that 3 co-opted members, but no one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause K and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated, in which case the appointment shall run from the date when the post becomes vacant.

3. All members of the Executive Committee shall retire from office together at the end of the next annual general meeting after the date on which they came into office but they may be re-elected or reappointed.

4. The proceedings of the Executive Committee 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 Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.

6. No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the best interests of the Association.

I. Determination of membership of Executive Committee

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

is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision)
becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs
is absent without the permission of the Executive Committee from all their meetings held within a period of six months or a period of three meetings and the Executive Committee resolve that his or her office be vacated
notifies the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

J. Executive Committee members not to be personally interested

(Subject to the provisions of sub-clause [2] of this clause) no member of the Executive Committee shall acquire any interest in property belonging to the Association (other than as a trustee for the Association) or receive remuneration or be interested (other than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
Any member of the Executive Committee who, for the time being, is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive Committee to act in a professional capacity on behalf of the Association, provided that at no time shall a majority of the members of the Executive Committee benefit under this provision, and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

K. Meetings and proceedings of the Executive Committee

The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chair or by any two members of the Executive Committee upon not less that 4 days’ notice being given to the other members of the Executive Committee of the matters to be discussed. But if matters include an appointment of a co-opted member, then not less than 21 days’ notice must be given.
The chair shall act as chair at meetings of the Executive Committee. If the chair is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chair of the meeting before any other business is transacted.
There shall be a quorum when at least one-third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at the meeting.
Every matter shall be determined by a majority of the votes of the members of the Executive Committee present and voting on the question, but in the case of equality of votes, the chair of the meeting shall have a second or casting vote.
The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and the conduct of their meetings and custody of documents. No rule may be made which is inconsistent with this constitution.
The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by sub-committees. The activities of these sub-committees shall be fully and promptly reported to the Executive Committee.

L. Receipts and expenditure

The funds of the Association, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Association at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.
The funds belonging to the Association shall be applied only in furthering the objects.

M. Property

Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:

(a) all land held by or in trust for the Association
(b) all investments held by or on behalf of the Association
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.

The Executive 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 Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

N. Accounts

The Executive Committee shall:

keep accounting records for the Association
prepare annual statements of accounts for the Association.

O. Annual general meeting (AGM)

There shall be an annual general meeting of the Association which shall be held in the month of November in each year or as soon as practicable thereafter.
Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days’ notice of the AGM to all members of the Association. All the members of the Association shall be entitled to attend and vote at the meeting.
Before any other business is transacted at the first AGM, the persons present shall appoint a chair of the meeting. The chair shall be the chair of subsequent AGMs, but if he or she is not present, before any other business is transacted the persons present shall appoint a chair of the meeting.
The Executive Committee shall present to each AGM the report and accounts of the Association for the preceding year.
Nominations for election to the Executive Committee must be made by members of the Association in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the AGM. Should nominations exceed vacancies, election shall be by ballot.

P. Special general meetings

The Executive Committee may call a special general meeting of the Association at any time. If at least 10 members request such a meeting in writing, stating the business to be considered, the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.

Q. Procedure at general meetings

The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Association.
There shall be a quorum when at least one-tenth of the number of members of the Association for the time being or 10 members of the Association, whichever is the greater, are present at any general meeting.

R. Notices

Any notice required to be served on any member of the Association shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

S. Alterations to the constitution

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.

T. Dissolution

If the Executive Committee decides that it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting, the Executive Committee shall have the power to realise any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities may be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the members to the Association may determine.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

Signed: