Constitution of the NLCA
Adopted 20 January, 2015
Drawn up by Peter Crowhurst
How we operate
The name of the Association shall be the "North Laine Community Association" (hereinafter called the "Association").
The objects of the Association shall be:
(1) To promote the benefit of the inhabitants of the area bounded by Queen's Road, Trafalgar Street, the west side of Victoria Gardens and Church Street, including Bond Street, Portland Street and Windsor Street, and the neighbourhood (hereinafter called "the area of benefit") without distinction of sex or of political, religious or other opinions by associating the local authorities, voluntary organisations and inhabitants in a common effort to advance education and to 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.
(2) To establish or to secure the establishment of a Community Centre (hereinafter called "the Centre") and to maintain and manage, or to co-operate with any local statutory authority in the maintenance and management of, such a Centre for activities promoted by the Association and constituent bodies in the furtherance of the above objects.
The association shall be non-party in politics and non-sectarian in religion. The Association shall have power to affiliate to the National Federation of Community Associations and to other organisations with similar charitable objects.
Membership of the Association shall consist of:
(1) All persons over eighteen, resident in the area of benefit, who shall be entitled to call themselves Full Members.
(2) Honorary Members, elected by the Community Meeting.
4. Community meetings
(1) Community Meetings shall be open to all 'Friends of the NLCA', full members of the Association, Honorary members and members of the general public.
(2) The Community Meeting shall have the power to elect an acting Chairperson, Secretary, Treasurer and other trustees if such posts fall vacant between Annual General Meetings.
(3) The Chairperson for a particular Community Meeting may be distinct from the person elected Chairperson of the Association at the Annual General Meeting.
(4) The Community Meeting shall have the power to elect Honorary Members of the Association. Such members will have made a significant contribution to the Association. Such an election shall be ratified by the next Annual General Meeting.
(5) There shall be between six and eleven community meetings a year. The Management Committee shall decide on the frequency of the Community Meeting.
(6) Any member of the NLCA has the right to bring any issue to the attention of the Community Meeting. There will be a regular item on the agenda enabling residents to bring up any areas of concern.
(7) The Chair of the Community Meeting will decide whether it is appropriate for a vote to be taken.
(8) Both Full and Honorary Members have voting rights.
(9) The agenda of the community meeting will be determined by the Management Committee.
(10) The Community Meeting shall be considered the sovereign body of the Association where important decisions are decided by a vote of members.
(11) The Community Meeting shall have the power to alter or amend the constitution in accordance with clauses 16-1, 16-2, 16-3
(12) The quorum of the Community Meeting shall be 15.
(13) Only the Community Meeting has the power to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the objects.
5. Annual general meeting
(1) Once in each year, in the month of April, the Community Meeting shall convene an Annual General Meeting of the Association, which both full and Honorary Members shall be entitled to attend, for the purpose of, among other things, receiving the Annual Report of the Management Committee, the annual statements of accounts, electing the Chairperson, Vice-Chairperson, Secretary, Treasurer and up to three trustees, and accepting resignations from Officers and trustees.
(2) The minimum period of notice required to hold any Annual General Meeting of the Association is fourteen clear days from the date on which the notice is deemed to have been given.
(3) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.
(4) The notice must be given to all the members.
(5) No business shall be transacted at any Annual General Meeting unless a quorum of 25 members is present.
(6) If a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall be adjourned to such time and place as the trustees shall determine.
(7) The trustees must give at least seven days notice of the re-convened meeting stating the date, time and place of the meeting.
6. Emergency general meetings
(1) Extraordinary General Meetings (EGM) may be called at any reasonable time by any full member of the Association or by the Community Meeting, giving at least fourteen clear days notice and circulating the agenda to all members
(2) The rules of an Emergency General Meeting should follow those for an AGM as detailed in 5 (2) - 5(7) above.
(3) EGMs are held for the consideration of non-recurring business that requires approval by the members between AGMs.
7. Officers and trustees
(1) The Association shall be managed and administered by a committee (known as the Management Committee) comprising the officers and other members, elected or co-opted in accordance with this constitution. The officers and members of the Management Committee shall be the trustees of the Charity and in this constitution are together called 'the trustees'.
(2) A trustee must be a member of the Association.
(3) There shall be up to three trustees elected at the Annual General Meeting.
(4) The Management Committee shall have the power to appoint as trustees a Licensing Coordinator, a Planning Coordinator, a Social Coordinator and a representative of the editorial team of the newsletter.
(5) Officers and trustees shall be elected for a term of one year.
(6) Officers may serve up to four successive terms.
(7) Elected trustees may serve up to three successive terms.
(8) No-one may be elected a trustee or an officer unless prior to the meeting the secretary of the charity is given seven days notice in writing and signed by a member entitled to vote at the meeting a letter which states the member's intention to propose the appointment of a person as a trustee or as an officer and is also signed by the person who is to be proposed to show his or her willingness to be appointed.Trustees are elected with each resident entitled to vote having one vote, with the three trustees with the highest number of votes being elected.
(9) No business shall be transacted at a meeting of trustees unless a quorum of three is present, one of whom should be an officer.
8. Powers of trustees
(1) The trustees must manage the business of the charity and have the following powers in order to further the objects (but not for any other purpose):
(a) to raise funds. In doing so, the trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
(b) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(c) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
(d) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
(e) to obtain and pay for such goods and services as are necessary for carrying out the work of the charity;
(f) to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
(g) to do all such other lawful things as are necessary for the achievement of the objects.
(2) The Management Committee shall have the power to set up sub committees, groups made up of members and trustees to explore various activities and to propose lines of action for endorsement by the Management Committee. Such actions should be made known to the subsequent Community Meeting.
(3) The trustees may co-opt members as trustees at any time up to a maximum of three members (in addition to the Licensing, Planning, Social and newsletter representatives).
(4) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees.
(5) Any meeting of trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the trustees.
(6) The trustees must meet at least six times a year.
(7) Officers and trustees are expected to play an active part in the management and administration of the Association.
9. Proceedings of trustees
(1) The trustees may regulate their proceedings as they think fit.
(2) Any trustee may call a meeting of the trustees.
(3) Questions arising at a meeting must be decided by a majority of votes.
(4) In the event of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(5) No decision may be made unless there is a quorum of three present including at least one officer.
(6) The person elected as Chair of the Association shall act as Chair of the trustees.
(7) Important issues shall be determined by the Community Meeting.
(8) A simple majority vote of the trustees will determine whether an issue shall be taken to the community meeting.
(9) The trustees may invite a member of the Charity to attend a particular meeting for a particular purpose.
(10) Members may ask that a particular issue be discussed either by the trustees or at the community meeting. Notice in writing signed by at least two members must be given to the Secretary before an issue will be discussed. Meetings of the Management Committee shall be minuted and having been accepted by the following Management Committee shall be made available to members.
(1) Sub-committees shall be appointed by the trustees.
(2) The Chair of any sub-committee shall be elected by the members of the sub-committee but shall be a trustee.
(3) There shall be at least one trustee on any sub-committee.
(4) The minutes of sub-committees will be reported back to the trustees by a trustee who is a member of the sub-committee.
11. Street representatives
(1) Street Representatives are responsible for the delivery of 'The Runner'.
(2) The Community Meeting shall be informed of the resignation and appointment of Street Representatives as they arise and the complete list shall be ratified annually at the Annual General Meeting.
12. Standing orders and rules for use of resources of the association
The Community Meeting shall have the power to adopt and issue Standing Orders and/or Rules, which shall come into operation immediately provided always that they shall be subject to review by an Annual General Meeting and shall not be inconsistent with the provisions of this Constitution.
(1) All monies raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose.
(2) The Treasurer shall keep proper accounts of the finances of the Association and report to the Management Committee as and when the Management Committee requires it on the financial health of the Association.
(3) The trustees must prepare for each financial year accounts as required by the Charities Acts.
(4) The statement of accounts for the last calendar year should be submitted by the Treasurer to the Annual General Meeting.
(5) The Association's bankers shall be determined by the Management Committee and all deposits shall be made with the bank as soon as practical. Except for day-to-day petty cash, no monies of the Association shall be kept in hand. The signature of two of the officers will be deposited with the Association's bank and the signature of the Treasurer and one other Officer will be needed to issue any monies by cheque. All accounts will be open to inspection by members of the Association.
14. Trust property
The title of all and any real property which may be acquired by or for the purposes of the Association shall be vested in trustees who shall be appointed by the Annual General Meeting or by an Extraordinary General Meeting and who shall enter into a Deed of Trust setting forward the purposes and conditions under which they hold the said property in trust for the Association. The number of trustees shall not be less than two nor more than three.
If the Community Meeting by a simple majority decides at any time on the grounds of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote by circulating to all such members, giving not less than 21 days' notice (stating the terms of the motion to be proposed thereat), and by posting in a conspicuous place or places in the area of benefit, by advertising in a registered newspaper circulating in the area of benefit, and by giving notice in writing to the Charity Commissioners for England and Wales and the Secretary for the National Federation of Community Associations.
If such a decision shall be confirmed by a two-thirds majority of those present and voting at such an Extraordinary General Meeting, that meeting shall have the 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 charitable purposes for the benefit of the inhabitants of the area of benefit as the Extraordinary General Meeting may decide and as may be approved by the Charity Commissioners for England and Wales.
16. Alterations to the constitution
(1) A motion to alter or amend the Constitution shall be circulated at least 14 days before any Community Meeting or Annual General Meeting. A motion to this end shall be effective only by securing a two-thirds majority vote of those present and voting at such a meeting.
(2) No alteration to Clause 2 may be made to alter the objects if the change would undermine or work against the previous objects of the charity.
(3) No change to the constitution shall be made without the knowledge and consent of the trustees, but such consent shall not be unreasonably withheld by them.
Standing Order 1: The Management Committee shall have the power to appoint as a trustee a Social Events Coordinator.
Standing Order 2: The Chair of the Management Committee shall have the authority to call for an email vote by the trustees where a delay in making a decision would be undesirable. A minimum of five votes must be cast in this way, one of them by an officer, for a decision to be reached. In other respects sub-clauses 3 and 4 of clause 9 of the Constitution apply.
Standing Order 3: In addition to minuting the adoption of Standing Orders and/or Rules, the Secretary shall keep printed copies of all such orders and/or rules with a printed copy of the Constitution, and together these should be kept in a folder and be brought to all Management Committee and Community meetings. They should also be posted on the website. In addition, the requirement to review at the next AGM should be noted in such a way that it is not overlooked.
Standing Order 4: If at any time an officer position or officer positions on the management committee fall vacant, the number of additional elected trustee positions, limited to three in the constitution, will be commensurately increased. If the vacant officer position[s] is/are filled mid-term, no trustee[s] should as a consequence be required to stand down before the next annual general meeting.