Constitution

CONSTITUTION of the POLEGATE COMMUNITY ASSOCIATION

POLEGATE, EAST SUSSEX

1. Name
The name of the Association shall be The Polegate Community Association (hereinafter called ‘the Association’).

2. Objects
The objects of the Association shall be:
(a) to promote the benefit of the inhabitants of Polegate, East Sussex 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.
(b) 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 its constituent bodies in 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.

3. Membership and Subscriptions
Members (other than Life Members) and Constituent bodies shall pay annual subscriptions that shall be determined by the Association’s Council (hereinafter called ‘the Council’) and membership shall consist of the following:
(a) Individual Members who shall be Full Members.
(b) Sections.
(c) Affiliated Organisations, Local Authorities.

4. Individual Membership
Individual Membership shall be open, irrespective of political party. nationality, religious opinion, race or colour, to:
(a) All persons aged eighteen and over living in the area of benefit who shall be called Full Members.
(b) All persons under the age of eighteen living in the area of benefit who shall be called Junior members. Junior members shall not have the right to vote at members’ meetings but may elect from among themselves two representatives to the Council who shall each have the right to vote as if they were Full Members. The manner in which Junior members elect their representatives shall be determined by the Council from time to time.
(c) Life Members who have paid the sum agreed from time to time by the Council.

5. Group Membership
(a) Constituent bodies shall be the local statutory authorities and such voluntary organisations as operate in the area of benefit and satisfy the Council that they are independent organisations or branches of independent national or other organisations.
(b) Sections shall be such groups as may, with the permission of the Council, be formed within the Association for the furtherance of a common activity.
Each Constituent body and Section shall have the right to appoint one representative to be a member of the Council and at any time by giving notice in writing to the Chairman of the Association to revoke the appointment of such member and appoint another member in his or her place. Such a member shall have the right to attend and to vote at General Meetings of the Association.

6. Termination of Membership
The Council shall have the right for good and sufficient reason to terminate the membership of an individual member or of a Constituent body or Section provided that the individual member or person representing the body or Section shall have the right to be heard by Executive Committee before a decision is made and ratified by the Council.

7. The Council
Subject to the limitations set out in Clause 9 hereof, the policy and general management of the affairs of the Association shall be directed by the Council which shall meet not less than four times a year.
The Council shall consist of:
(a) The representatives appointed by Constituent bodies and Sections in accordance with Clause 5.
(b) Such number of representatives of Full Members, to be elected from among and by themselves at the Annual General Meeting as is equal to the number of Council members appointed under Clause 7(a).
(c) Two representatives of Junior members if elected in accordance with Clause 4(b).
(d) The Honorary Officers of the Association in accordance with Clause 8(a).
(e) The Trustees of the Association as appointed in accordance with Clause 16
(f) Such persons employed by or seconded to the Association as the Council may from time to time determine in accordance with Clause 8(c). All members of the Council shall retire annually but shall be eligible to be appointed again.
The Council shall have power to appoint such sub-committees as it may from time to time decide and may determine their powers and terms of reference.

8. Officers
(a) Honorary Officers. The Annual General Meeting shall elect a President, Treasurer, an Assistant Treasurer and such other Honorary Officers as it may determine. In the event of an Honorary Officer’s position becoming vacant an election will be held at the next Council Meeting. The Chairman and Vice Chairman shall be elected by and from the members of the Council. No person can hold either of these offices for more than three consecutive years at a time. The Chairman and Vice Chairman shall he Chairman and Vice Chairman of the Association, the Council and Executive Committee.
All Honorary Officers of the Association shall be members of the Council, Executive and all other Committees and shall be entitled to attend all meetings of Sections and Sub-committees.
(b) Life Vice Presidents. Proposals for Life Vice Presidents must be put in writing and considered and approved at the Executive Committee Meeting prior to being submitted to the AGM with a seconder and agreement of the nominee.
(c) Paid Officers. The Council shall have power to appoint and dismiss such employees of the Association as it may from time to time determine. The Council may determine which (if any) persons employed by or seconded to the Association shall be members ex-officio of the Association, the Council, the Executive and other committees.

9. Annual General Meeting
Once in each year, in the month of November, the Council shall convene an Annual General Meeting of the Association, which all individual members and representatives of the Constituent bodies and Sections shall be entitled to attend, for the purpose of receiving the Annual Report of the Council and the annual audited statement of accounts, of appointing Honorary Officers and Life Vice Presidents of the Association; of accepting resignations of members of the Council elected under Clause 7(b); of electing representatives of Full Members to serve on the Council., of appointing an auditor or auditors; of making recommendations to the Council and, whenever necessary, of voting on proposals to amend this Constitution in accordance with Clause 18 hereof.
A Patron when elected shall serve for their Lifetime.

10. Special General Meetings
The Chairman of the Association may at any time at his discretion and shall within twenty-one days of receiving a written request so to do signed by 50 members or 10% of the membership, (who shall have been members for at least three months) whichever is the lesser, having the power to vote and giving reasons for the request, call a Special General Meeting, which shall be held within 21 days of the calling, for the purpose of altering the Constitution in accordance with Clause 18 hereof or of considering any matter which may be referred to it by the Council or for any other purpose.

11. Executive Committee
At its first meeting following the Annual General Meeting in each year the Council shall elect an Executive Committee to which it shall consider delegating any or all of its powers. The Council may at other times delegate further powers at its. discretion. The Executive Committee shall meet not less than six times each year.
The Executive Committee shall consist of the Honorary Officers of the Association in accordance with Clause 8(a) and such number of individual members of the Association as is equal to the number of Honorary Officers.
The Executive Committee shall have power to co-opt additional members who shall be members of the Association provided that the number of co-opted members does not exceed one-third of the total number of honorary officers and elected members. All members of the Executive Committee shall retire annually but shall be eligible to be appointed again.
The Executive Committee shall have power to appoint such sub-committees as it may from time to time decide and may determine their powers and terms of reference.

12. Standing Orders and Rules for the use of the Centre
The Executive Committee shall have power to adopt and issue Standing Orders and/or Rules for the use of the Centre. Such Standing Orders and Rules shall come into operation immediately, provided always that they shall not be inconsistent with the provisions of this Constitution.

13. Rules of Procedure at all meetings
(a) Voting. Subject to the provisions of Clause 18 all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. No member shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests but in case of an equality of votes the Chairman shall have a second or casting vote.
(b) Quorum. One-third of the members shall form a quorum at meetings of the Council, the. Executive Committee and all other Committees. Twenty-five members shall form a quorum at General Meetings of the Association.
(c) Minutes. Minute books shall be kept by the Association, the Council, the Executive Committee and all other committees and the appropriate Secretary shall enter therein a record of all proceedings and resolutions.

14. Urgent Action by Chairman
The Chairman, when he considers that urgent action is required. shall agree such action with at least one other Honorary Officer and shall report such action to the next Council or Executive Committee. When expenditure of Association funds is involved, the Officer consulted by the Chairman shall be the Treasurer, Assistant Treasurer or Chairman of the Finance Committee.

15. Finance
(a) At its meeting following the Annual General Meeting in each year, the Council shall elect a Finance Committee which shall consist of the Chairman, Vice-Chairman, Treasurer, Assistant Treasurer and five other members of the Association. The powers and terms of reference of the Finance Committee shall be decided and amended when necessary by the Council. The Finance Committee shall report to the Council or to such other body as the Council directs. The Finance Committee shall have power to co-opt additional members who shall be members of the Association provided that the number of co-opted members does not exceed one-third of the total number of honorary officers and elected members.
(b) All moneys raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose.
(c) The Honorary Treasurer shall keep proper accounts of the finances of the Association.
(d) The accounts shall be audited at least once a year by a qualified auditor or auditors who shall be appointed at the Annual General Meeting, in accordance with current legislation.
(e) An audited statement of accounts for the last financial year shall be submitted by the Council to the Annual General Meeting.

16. Trust Property
The title of all and any real property which may be acquired by or for the purpose of the Association shall be vested in Trustees who shall be appointed by the Council and who shall enter into a Deed of Trust setting forth 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 four.

17. Dissolution
If the Council by a simple majority decides at any time that on the ground 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 and of the inhabitants of the area of benefit of the age of eighteen years and upwards of which meeting not less than 21 days notice (stating the terms of the resolution to be proposed thereat) shall be posted in a conspicuous place or places in the area of benefit and advertised in a newspaper circulating in the area of benefit and given in writing to the Charity Commissioners for England and Wales and the Secretary of the National Federation of Community Associations.
If such decisions shall be confirmed by a simple majority of those present and voting at such meeting the Council shall have 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 Council may decide and as may be approved by the Charity Commissioners for England and Wales.

18. Alterations to the Constitution
Any proposal to alter this Constitution must be delivered in writing to the Chairman of the Association not less than 28 days before the date of the meeting at which it is first to be considered.
An alteration will require the approval of both:
(a) A simple majority of members of the Council present and voting at a Council meeting;
(b) Two-thirds of individual members and representatives of the Constituent bodies and Sections of the Association present and voting at a General Meeting.
Notice of each such meeting must have been given in accordance with normal procedure, but not less than 14 days prior to the meeting in question.
No alteration to clause 2 shall be made without the consent of the Charity Commissioners for England and Wales.
An alteration shall not be made without the knowledge and consent of the Trustees, but such consent shall not be unreasonably withheld by them.
This Constitution was adopted as the Constitution of the Polegate Community Association at a Public Meeting duly convened at St. John’s Church Hall, Polegate on Fifth day of December, One Thousand Nine Hundred and Sixty Two and incorporates amendments adopted by the Members at Special or Annual General Meetings held on October 1971, 26th November 1976, 18th May 1993, 24th November 1998 and 21st November 2007