This Constitution was adopted at a meeting held on the 16th January 2001 at the Lunt Community Centre, Lunt Road, Bilston, in the City of Wolverhampton. All of those present voted for its adoption and subscribed to it, they being: Brad Purshouse, Derek Barratt, Jim Speakman, Trevor Genge, Tom Larkin, Frank Sharman, Derek Simpkiss, Bill Comer, Alma Darby.
The name of the organisation will be the Black Country Memories Club (hereafter called 'the Club').
2. AREA OF BENEFIT
The Area of Benefit will be the areas of the Boroughs of Wolverhampton, Sandwell, Walsall and Dudley and their immediate environs.
The objects of the Club shall be to further the education and interests of people of all ages within the Area of Benefit; and, by the collection, recording and use of the memories of people living within the Area of Benefit, including their memories of family, social and community life, and the history, traditions and customs of the Area of Benefit, to provide education in the history and heritage of the Area of Benefit.
In furtherance of the objects, but not further or otherwise, the Club may:-
(i). Promote and organise co-operation in the achievement of the objects locally; and to that end may bring together individuals and representatives of voluntary agencies and statutory authorities engaged in the furtherance of the objects.
(ii). Promote and carry out, or assist in promoting and carrying out, research, surveys and investigations and publish the results thereof.
(iii). Arrange and provide for, or join in arranging and providing for, the holding of exhibitions, meetings, lectures, seminars and training courses.
(iv). Collect and disseminate information on all matters relating to the objects and exchange such information with other bodies having similar purposes.
(v). Procure to be written and prepare, publish, issue and circulate, gratuitously or otherwise, anything which shall further the objects, whether in the form of print publishing, videos, films, or any type of electronic or digital publishing, whether by the Internet or otherwise.
(vi) Purchase, take on lease or exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said purposes and construct, maintain and alter any buildings for the work of the Club.
(vii) Sell, let, mortgage, dispose of or turn to account all or any of the property assets of the Club.
(viii) Accept gifts, or raise money for the purposes of the Club on such terms and on such security as shall be thought fit.
(ix) Seek contributions to the Club by personal or written appeals, public meetings or otherwise.
(x) Invest the monies of the Club not immediately required for its objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to any conditions as may for the time being be imposed of required by law.
(xi) Employ such staff, not being a member of the management committee, as may be required in order to carry out the objects of the Club.
(xii) Do all such other lawful things as are necessary for the attainment of the objects.
(i). Membership of the Club shall be open to individuals living or working in, and voluntary and statutory bodies operating in, the Area of Benefit who support the interest of the Club.(ii) At General Meetings of the Club each body in membership shall have one vote on behalf of that body but not in addition a personal vote.
(iii) Applications for membership shall be decided by the Management Committee
(iv) The Management Committee shall have the power to terminate the membership of an individual member or body for good and sufficient reason - provided always that the individual member or a person representing the body shall have the right to be heard by the Management Committee before a decision is made.
All members shall pay such subscriptions as the Management Committee may decide from time to time.
7. GENERAL MEETINGS
(i) All Annual General Meetings of the Club shall be held not more than fifteen months following the preceding Annual General Meeting.
(ii) At least twenty one days notice of the Annual General Meeting will be given in writing by the Secretary to all members.
(iii) The business of the AGM will include:
(a) The receipt of the annual reports of the Chairperson, Treasurer and Secretary.
(b) The receipt of the audited accounts of the Club.
(c) The appointment of Auditors.
(d) The election of Honorary Officers which shall include Chairperson, Secretary, Treasurer and any other officer as the meeting shall decide.
(e) Election of the Management Committee.
(iv) A Special General Meeting of the Club shall be called, by fourteen days notice in writing to every member, given by the Secretary, on the written request of 5 members of the Club sent to the Secretary or by resolution of the Management Committee. The notice will include a statement of the business to be transacted.
(v) The Quorum for all General Meetings will be not less than 20% of the members of the Club entitled to vote. Provided that if, within one half hour of the time specified for the start of the meeting, a quorum is not present then the meeting, if convened at the request of members, will be dissolved. In any other case, if within one half hour of the time appointed for the meeting, a quorum is not present, the members present shall be deemed to be a quorum, subject to a minimum of 5 members.
(vi) Voting at all general meetings will be by simple majority on a show of hands or by ballot as the meeting may decide. In the event of an equality of votes the Chairperson will have a second or casting vote.
(i) Subject to any limitation set out in this Constitution, the policy and management of the affairs of the Club will be directed by a Management Committee which will meet not less than 6 times a year.
(ii) Membership of the Management Committee will be as follows:-
(a) the Honorary Officers of the Club, as defined in Clause 7, and drawn from individuals or the representatives of organisations in membership
(b) in total not less than four nor more than ten representatives of either an organisation in Membership or individual members elected at the Annual General Meeting
(c) such observers as will be appointed by the Management Committee as able to contribute particular skills and experience, but without voting rights.
(iii). Co-options to casual vacancies arising in respect of Honorary Officers or Committee Members may be filled by decision of the Management Committee and, in respect of bodies, by replacement nomination. Any person so co-opted shall retire at the next following AGM and shall be able to offer him/herself for re-election.
(iv) Working groups may be appointed by the Management Committee who shall determine their membership and powers.
(v) The membership of any member of the Management Committee may be terminated by the Management Committee for any good and sufficient reason, providing always that the member will have the right to be heard by the Committee before any final decision is made.
(vi) The acts and decisions of the Management Committee will not be invalidated by any failure to appoint, or any defect in the appointment, election or qualification of, any member thereof.
(vii) The quorum for all meetings of the Management Committee will be 4 members with full voting rights or one-tenth of the membership of the committee, whichever is the greater.
(viii) Voting will be by simple majority on a show of hands or by ballot as the Committee may decide. In the event of an equality of votes the Chairperson will have a second or casting vote.
(ix) At every AGM , one third of the Members of the Committee, or if their number is not a multiple of 3, the number nearest to one third shall retire from the office.
(x). The Members of the Committee to retire shall be those who have been longest in office since their last election.
(xi). A retired member shall be eligible for re-election.
The Club may appoint, and determine the appointment of, not less than three persons, not being members of the Management Committee, to act as Trustees for the purpose of holding monies and/or property belonging to the Club.10. PRESIDENT AND VICE-PRESIDENTS
The Management Committee may appoint a President and one or more Vice-Presidents, who may or may not be members. Any such appointment shall be subject to the acceptance of the appointee. Such an appointee shall not be a Trustee. Any such appointment shall continue during the lifetime of the appointee or until they resign by notice in writing to the Secretary of the Club or until the appointment is terminated by the Management Committee for any good and sufficient reason, providing always that the appointee will have the right to be heard by the Committee before any final decision is made.
The Club may arrange insurance cover to indemnify its officers, servants and voluntary workers and its members from and against all such risks incurred in the course of the proper performance of their duties as may be thought fit. Provided that any such insurance shall not extend to any claim arising from any act or omission which was known to be a breach of trust or breach of duty or which was committed in reckless disregard of whether it was a breach of trust or breach of duty or not.
(i) An account may be opened by the Treasurer in the name of the Club, at a bank or building society decided on from time to time by the Management Committee.
(ii) The Management Committee shall authorise in writing all or any of the Honorary Officers to sign cheques on behalf of the Club
(iii) The Management Committee shall arrange for the auditing of the accounts in preparation for the Annual General Meeting.
(iii) The income and property of the Club will be applied solely towards the promotion of the purposes of the Club as set out in this constitution and no portion thereof will be paid directly or indirectly by way of profit to any member of the Club. Provided that nothing will prevent the payment in good faith of reasonable out of pocket expenses.
12. ALTERATIONS TO THE CONSTITUTION
(i) Subject 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.
(ii) No amendment may be made to clause 1 (the name of the charity clause), clause 3 (the objects clause), clause 13 (the dissolution clause), or this clause without the prior consent in writing of the Charity Commissioners.
(iii) No amendment may be made which would have the effect of making
the Club cease to be a charity by law.
(iv) The Management Committee will promptly send to the Commissioners a copy of any amendment made under this clause.
(i) If the Management Committee decide that it is necessary or advisable to dissolve the Club, it shall call a meeting of all members of the Club, of which not less than 21 days notice, stating the terms of the resolution to be proposed, shall be given.
(ii). If the proposal is confirmed by a two-thirds majority of those present and voting, the Management Committee shall have the power to realise any assets held by or on behalf of the Club. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Club as the members of the Club may determine; or failing that shall be applied for some other charitable purpose.
(iii). A copy of the statement of accounts, or account and statement, for the final accounting period of the Club shall be sent to the Charity Commissioners.
The Interpretation Act 1978 applies to the interpretation of this constitution as it applies to the interpretation of an Act of Parliament.
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