Adopted at annual general meeting 11^th November 2005

 

PART 1

1    Adoption of the constitution

The Association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution

 

2    The name

The association’s name is Swansea Bay Asylum Seekers Support Group

(and in this document is called “the Charity”)

 

3    The objects

The Charity’s overall aim is to enrich and improve the lives of asylum seekers and refugees throughout the Swansea Bay area, who are suffering poverty or disadvantage and to help develop good community relations between asylum seekers, refugees and the local community.

 

Specifically we aim to:

·        develop cultural, social, recreational and educational activities organised jointly by asylum seekers, refugees and local people

·        advance the education of the public and those in authority, in issues relating to asylum seekers and refugees

·        relieve poverty and hardship of asylum seekers and refugees either directly or by working with others, for example through practical support and information

·        contribute to the physical and mental health of asylum seekers and refugees through combating isolation

·        Build our capacity as a community of locals, asylum seekers and refugees working together

.

4    Use of the charity’s money and resources

1)     The money and resources of the charity must only be used to further its objects

 

2)     No member or Trustee is allowed to profit from the charity – e.g. through sharing any surplus money, or through payment for voluntary work

 

3)     However, members by agreement with the Management Committee can occasionally charge a reasonable amount for goods and services that they provide. Trustees may not do this without prior written permission from the Charity Commission

 

4)     Trustees and volunteers are allowed to claim reasonable expenses if they have arranged this in advance following any administrative arrangements currently in place

 

5)     No Trustees can be paid or receive any other benefit for being a Trustee. Neither should any member of a Trustee’s family or a close associate of a Trustee so benefit

 

6)     However, members and Trustees who are Asylum seekers and refugees can benefit from the actual services of the Charity, but must absent themselves from any discussion which involves their personal case or interest.

 

7)     Trustees must absent themselves from any discussion where there may be a conflict between their duty to act in the interests of the Charity and their own personal interest, or the personal interest of a member of their family or close associate. (whether financial or other). They must not take part in voting on this matter

 

8)     The Charity is allowed to buy indemnity insurance for Trustees against liabilities, but this insurance must not cover:

·        fines

·        the cost of unsuccessfully defending criminal prosecutions for offences like fraud, dishonesty or reckless misconduct

·        liabilities to the Charity that result from Trustees acting in a way that they knew or ought to have known was not in the best interests of the charity

 

5    Dissolution

1)     The group may be dissolved by a resolution passed by 2/3^rd majority of members present and voting at a Special General Meeting convened for the purpose. 21 days notice must be given to members of such a meeting and resolution

2)     The members may also pass a resolution stating what should be done with the surplus assets of the charity. The Management Committee should carry out this resolution as long as it is consistent with points 5 a) – c) below

3)     If the members resolve to dissolve the Charity, Trustees will remain in office as charity trustees and be responsible for winding up the affairs of the charity

4)     The Management Committee must collect in all the assets of the charity and must pay or make provision for all the debts and liabilities of the charity

5)     The Management Committee must apply any remaining property or money:

a)     directly for the Objects

b)     by transfer to any charity or charities for purposes the same or similar to the Charity

c)      In such other manner as the Charity Commissioners for England and Wales (“the Commission”), may approve in writing in advance

6)     In no circumstances shall the remaining assets of the Charity be paid to or distributed among the members of the Charity (except to an organisational member which is itself a charity

7)     The Management Committee must notify the Commission promptly that the charity has been dissolved. If the Management Committee are obliged to send the charity’s accounts to the Commission  for the accounting period which ended before its dissolution, they must send to the Commission the charity’s final accounts.

 

6    Amendments

1)     Any provision contained in Part 1 of this constitution may be amended provided that:

a)     no amendment may be made that would have the effect of making the Charity cease to be a charity at law

b)     no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to the Charity

c)      no amendment may be made to clause 4 without the prior written consent of the Commission

d)     any resolution to amend a provision of Part of this constitution is passed by not less than two thirds of the members present and voting at a general meeting

 

2)     Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting

 

 3) A copy of any resolution amending this constitution shall be sent to the Commission within twenty one days of  it being passed

PART 2

7    membership

1)     Membership is be open to individuals over 18 who are committed to the Charity’s aims and values, and who take part regularly in its events and services or who are regular volunteers for the Charity

2)     Membership will also be open to organisations who are committed to the Charity’s purpose and values

a)     Members will pay an annual subscription at a level approved by the Annual General Meeting. or other General meeting.

3)      

a)     The Management Committee may only refuse an application for membership if acting reasonably and properly, they consider it to be in the best interests of the Charity to refuse the application

b)     The Trustees must inform the applicant in writing of the reasons for the refusal within 21 days of the decision

c)      The Trustees must consider any written representations the applicant may make about the decision. The Trustee’s decision following any written representations must be notified to he applicant in writing but shall be final

4)     Membership is not transferable to anyone else

5)     The Trustees must keep a register of names and contact details of the members. Only listed members are entitled to nominate members for the management committee, to stand for election themselves and to vote at General Meetings. Names of members must be made available to any member upon request.

6)     The charity may encourage people and organisations who are committed to its values to become “supporters” of the Charity. Supporters will have no voting rights, but will be invited to attend meetings and events on payment of a fee agreed by the trustees.

 

8 termination of membership

Membership is terminated if:

1)     the member dies, or if it is an organisation, it ceases to exist

2)     the member resigns by written notice to the Charity, unless, after the resignation, there would be less than two members

3)     any sum due from the member to the Charity is not paid in full within two months of it falling due

4)     the member is removed from membership by a resolution of the Management Committee that it is in the best interests of the Charity that his or her membership is terminated. A resolution to remove a member from membership for this reason may only be passed if:

a)     the member has been given a least 21 days notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed.

b)     the member or, at the option of the member, the member’s representative (who need not be  member of the charity) has been allowed to make representations to the meeting. (The member will be invited in any case to bring a supporter to the meeting)

 

9    general meetings

1)     The charity must hold a general meeting within fourteen months of the date of the adoption of this constitution

2)     An annual general meeting must be held every year, and after the first annual general meeting must be held at least every 15 months

3)     All general meetings (meeting for members), other than annual general meetings shall be called special general meetings

4)     The Management Committee may call a special general meeting at any time

5)     The Management Committee must call a special general meeting if asked to do so in writing by at least 10 members or a 10^th of the membership whichever is the greater. The request must state the nature of the business to be discussed.

 

10 notice

1)     The minimum period of notice needed to hold any general meeting of the Charity is fourteen clear days from the date at on which the notice was sent

2)     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

3)     The notice must be given to all the members and to Trustees

 

11  QUORUM

1)     No business shall be transacted at any general meeting unless a quorum is present

2)     A quorum is:

a)     16   members entitled to vote upon the business to be conducted at the meeting or

b)     one tenth of the total membership at the time,

whichever is the greater.

3)     The authorised representative of a member organisation shall be counted in the quorum

4)     If:

a)     a quorum is not present within half an hour from the time appointed for the meeting; or

b)     during a meeting a quorum ceases to be present,

the meeting shall be adjourned to such time and place as the Management Committee decide

 

5)     The management committee must arrange the meeting again and must give at least seven clear days’ notice of the reconvened meeting stating the date, time and place of the meeting

6)     If no quorum is present at the rearranged meeting within fifteen minutes of the time agreed for the start of the meeting, the members present at that time shall constitute a quorum

 

12  chair

1)     General meetings shall be chaired by the person elected as chair unless other arrangements have been made by the management committee

2)     If the person agreed is not present within 15 minutes of the time appointed the Trustees(s) present can appoint someone else to chair the meeting

 

13 Adjournments (Holding meetings at a later date)

1)     The members present at a meeting may resolve that the meeting shall be adjourned

2)     The person who is chairing the meeting must decide the date, time and place at which the meeting is to be rearranged unless those details are specified in the resolution

3)     If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the rearranged meeting stating the date, time and place of the meeting

 

14  Votes

1)     Each member shall have one vote at general meetings, but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have

2)     Where there is competition for places on the management committee the vote will be held by secret ballot. Every effort will be made to ensure that each member understands the voting process

 

15 Representatives of other bodies

1)     Any organisation that is a member of the Charity may nominate any person to act as its representative at any general meeting of the Charity

2)     Before any member organisation’s representative is entitled to vote, the organisation must give notice to the Charity of the name of its representative The nominee may continue to represent the organisation until written notice to the contrary is received by the Charity

 

16 officers and trustees

1)     The Charity and its property shall be managed and administered by a committee elected in accordance with this constitution.

2)     The Charity shall have the following officers:

a)     a chair,

b)     a secretary

c)      a treasurer

d)     any other officers agreed by the committee

 

3)     A Trustee must be a member of the Charity or the nominated representative of an organisation that is a member of the Charity

4)     No-one may be appointed as a Trustee if he or she would be disqualified from acting under the provisions of Clause 19

5)     The number of Trustees shall be not less than three. but there will not be a maximum number unless otherwise agreed by a resolution of the Charity in general meeting by a simple majority. Guidance will be given from time to time by the management committee on the numbers needed to serve on the committee and the specific roles which need to be played within the committee

6)     The first Trustees shall be those persons elected at the meeting at which this constitution is adopted

7)     A Trustee may not appoint anyone to act on his or her behalf at meetings of the committee

 

17 the appointment of trustees

1)     The Charity in general meeting shall elect Trustees. If a maximum number is in place for committee members then the general meeting will appoint this number minus 4

2)     Unless the management committee decides otherwise the officers (chair, secretary and treasurer), will be appointed by the management committee, usually at the first or second committee meeting after the AGM. The committee at this meeting or subsequent meetings will also appoint people to carry out certain other responsibilities, as agreed by the committee for example:

a)     membership secretary

b)     media contact/public relations officer

c)      activity representatives – e.g. drop-ins, football team, newsletter, public awareness group

d)     equal opportunities officer

e)     personnel officer

f)        events co-ordinator

g)     play representative

h)      volunteer co-ordinator

 

3)     The management committee may appoint additional committee members and officers where required, as long as the number of members is not above any maximum agreed by the Charity

4)     Each year one third of trustees will retire, with effect from the conclusion of the annual general meeting. They will be eligible to stand for re-election at the same general meeting. The maximum period of office for a trustee before they need to stand for re-election is 3 years..

5)     In order  to be considered for election as a Trustee at any annual general meeting, members must follow the procedures and timescale agreed by the committee for nominations. Minimum requirements will be that potential Trustees:

a)     fill out a nomination form  in good time for elections to be organised (e.g. one month ahead)

b)     sign that they are willing to stand for election

c)      be “proposed” by two other members of the Charity

d)     sign a declaration that they  understand the responsibilities of committee membership, and are committed to the objects of the Charity

 

18 powers of Trustees

1)     The Management Committee together manage the business of the Charity and they have the following powers to further the Objects, but not for any other purpose

a)     to raise funds. In doing so, the Management Committee must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations

b)     to employ staff

c)      to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use

d)     to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Management Committee must comply as appropriate with sections 36 and 37 of the Charities Act 1993

e)     to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the charities Act 1q993 if they intend to mortgage land

f)        to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them

g)     to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects

h)      to acquire, merge with or enter into any partnership or joint venture  arrangement with any other charity formed for any of the Objects

i)        to set aside income as a reserve against future expenditure but only in accordance with a  written policy about reserves

j)        to obtain and pay for such goods and services as are necessary for carrying out the work of the Charity

k)      to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of fund 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

l)        To change the name of the Charity if authorised by the Charity Commission to do so

m)   to do all such other lawful things as are necessary for the achievement of the Objects

2)     No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the Trustees

3)     Any meeting of the management committee at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the trustees

 

19  disqualification and removal of Trustees

1)     A Trustees shall cease to hold office if her or she:

a)     is disqualified from acting as a trustee by virtue of sect5ion 72 of the Charities Act 1993 (or any statutory re-enactment of modification of that provision)

b)     ceases to be a member of the Charity, either by choice or as in Clause 8 sub clause 4of the constitution

c)      becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs

d)     resigns as a Trustees by notice to the charity (but only if at least three committee members will remain in office when the notice of resignation is to take effect); or

e)     is absent without apology or good reason for 3 consecutive meetings and the Trustees resolve that his or her office be vacated.

 

20  proceedings of the management committee

1)     The committee may organise their meetings and decision making as they think fit, as long as what they do follows this constitution

2)     There will be at least 4 committee meetings a year

3)     Any trustee, if there is good reason may ask the secretary to call a committee meeting, and the secretary must do so,  or must give the trustee concerned the information to enable them to call the meeting.

 

4)     Questions arising at a meeting may if necessary be decided by a majority of votes.

5)     In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote

6)     No decision can be made by a meeting of the Management Committee unless a quorum is present at the time when the decision needs to be made

7)     The quorum shall be three or the number nearest to one 1/4 of the total number of Trustees, whichever is the greater or such larger number as may be decided from time to time by the Management Committee

8)     A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote

9)     If the number of members remaining on the Committee is less than three the continuing committee members may act only for the purpose of filling vacancies or of calling a general meeting

10) Role guidelines will be agreed by the committee to outline the specific duties of the members and officers

11) If the person appointed by the committee to chair a particular meeting is unwilling to do so or is not present within 10 minutes of the time appointed for the meeting, the committee members present may appoint one of their number to chair that meeting

12) The Chair or other person appointed to chair meetings of the Management Committee shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees

13) In exceptional cases committee members can make a decision by circulating a written resolution. This must be circulated to and agreed by everyone entitled to vote at a committee meeting

14) The resolution is writing may be made up of several documents containing the text of the resolution, each signed by one or more committee members

 

21  Delegation

1)     The Management Committee may delegate any of their powers or functions to a sub-committee. This committee should have at least one committee member on it, and the minutes should outline the terms of the delegation. For example:

a)     what the purpose of the sub-committee is

b)     what it can do

c)      what if any policies it needs to follow

d)     what type of decisions it can make

e)     how much if any money it can spend

f)        how often it needs to report back to the Management Committee

2)     The Management committee may reverse or alter a delegation

3)     All acts and proceedings of any sub-committee should be fully reported to the Management Committee

 

22 irregularities in proceedings – what to do if mistakes are made in procedures

1)     If the committee finds that a decision has been taken in which someone who was not entitled to vote did so, then that decision still stands as long as it was passed by a majority of committee members who were  entitled to vote and the meeting was quorate.

2)     However sub clause 1) above does not permit a committee members to keep any benefit that may have been conferred on him or her by  resolution of the Management Committee if the resolution was otherwise void. (E.g. if the person was not entitled to such a benefit)

3)     No resolution or act of:

a)     Trustees

b)     the Management Committee or sub-committees

c)      the Charity in general meeting

 

shall be invalidated because of insufficient notice being given of the meeting, or of any other procedural defect unless it is shown that this has materially prejudiced a member or the beneficiaries of the Charity

 

23  Minutes

The Management Committee must keep minutes of all:

1)     appointments of Officers and Committee members made by the Committee

2)     proceedings of meetings of the Charity

3)     meetings of  the Management Committee and sub-committees, including:

a)     the names of the committee members present at the meeting;

b)     the decisions made at the meetings; and

c)      where appropriate the reasons for the decisions

4)     Minutes of Management Committee meetings should be available on request to any member of the Charity

 

24  Annual report and return and accounts

 

1)     The management committee must prepare an annual report and a statement of account in readiness for the Annual General Meeting

2)     Accounts must be examined by an independent person Th the skills to do so

3)     If SBASSG becomes a registered charity then the Management Committee must meet their obligations under the Charities Act 1993 with regard to:

a)     the keeping of accounting records for the Charity

b)     the preparation of annual statements of account for the Charity

c)      the transmission of the statements of account to the Charity

d)     the preparation of an annual report and its transmission to the Commission

e)     the preparation of an annual return and its transmission to the Commission

 

2)     Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission unless the trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body

 

25 registered particulars

If SBASSG becomes a charity, the Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities

 

26  property and investments

1)     The Trustees must ensure the title to:

a)     all land held by or in trust for the Charity that is not vested in the Official Custodian of Charities

b)     all investments held by or on behalf of the Charity

 

is vested either in a corporation entitled to act as a custodian trustee or in not less than three individuals appointed by them as holding trustees

2)     The terms of the appointment of any holding trustee must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of the Charity

3)     The Trustees may remove the holding trustees at any time

 

27  Repair and insurance

The trustees must insure suitably in respect of public liability and employer’s liability

 

28  Notices

1)     Any notice required by this constitution to be given to or by any person must be:

a)     in writing – delivered by post by hand or in person

b)     given using electronic communications to the member’s address

2)     A member who does not register an address with the Charity or who registers only a postal address that is not within he United Kingdom shall not be entitled to receive any notice from the Charity

3)     A member present in person at any meeting of the Charity shall be deemed to have received notice of he meeting and of the purposes for which it was called.

4)     A notice shall be deemed to be given 48 hours after the envelope containing it was posted or in the case of an electronic communication, 48 hours after it was sent

 

29 rules

1)     The trustees may from time to time make rules or bye-laws for the conduct of their business

2)     The bye-laws may regulate the following matters but are not restricted to them:

a)     the admission of members of the Charity, including the admission of organisations to membership, and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payment to be made by members

b)     the conduct of members of the Charity in relation to one another, and to the Charity’s employees and volunteers

c)      the procedure at general meetings and meetings of the Trustees in so far as such procedure is not regulated by this constitution

d)     the keeping and authenticating of records

e)     generally, all such matters as are commonly the subject matter of the rules of an unincorporated association

3)     The Charity in general meeting has the power to alter, add to  or repeal the rules or bye-laws

4)     The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the Charity

5)     The rules and bye-laws shall be binding on all members of the Charity. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in this constitution.

 

SIGNATURES