TTTA Constitution
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| Posted by Administrator, on 05 Oct 2010 12:46 |
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THE TANG TING TWINNING ASSOCIATION CONSTITUTION
FOUNDED MAY 2007 AGREED 1 JUNE 2009
1. Title.
The name of the Association will be The Tang Ting Twinning Association (referred to here as “the TTTA”).
2. Aims and Objects.
The objects of the TTTA will be as follows: a) To assist in the relief of sickness, the preservation and protection of good health, the relief of poverty and the advancement of education in Tang Ting village, Kaski district and surrounding area, Nepal. b) To promote sustainable development for the benefit of the public by: 1) the preservation, conservation and the protection of the environment and the prudent use of resources; 2) the relief of poverty and the improvement of the conditions of life in socially and economically disadvantaged communities; 3) the promotion of sustainable means of achieving economic growth and regeneration. (c) To advance the education of the public in subjects relating to sustainable development and the protection, enhancement and rehabilitation of the environment. Sustainable development means “development which meets the needs of the present without compromising the ability of future generations to meet their own needs.” (d) The promotion of racial harmony for the public benefit by: (for example) 1) promoting knowledge and mutual understanding between different racial groups; 2) advancing education and raising awareness about different racial groups to promote good relations between persons of different racial groups; (e) “To further such other charitable purposes as the trustees may from time to time determine.”
a) Membership of the TTTA will be open to those persons over 18 who are prepared to act as committee members or to act as volunteers in support of the objects of the charity and who have been invited by the trustees to become members. b) To ensure that the membership represents the communities it is designed to serve, membership will be invited from the communities of Wimbish and Debden and surrounding areas, and Tang Ting village and surrounding area ,Nepal c) Membership will normally number 10-50 members and will be free of charge. d) Membership may also be extended to those organisations who support the interests of the TTTA and who do not seek to gain financially from their association with it. e) The Steering Committee may decline or discontinue membership to any applicant if any member brings the charity into disrepute, fails to adhere to the requirements of the Charity Commission, or if it believes that it is in the best interests of the charity to do so. f) The Trustees will ensure that an up to date register of names and addresses of members is kept which will be available to any member on request,subject to the requirements of the Data Protection Act.
a) The TTTA will consist of two committees, the Steering Committee and the Executive Committee. b) The Steering Committee will consist of a minimum of five members of the charity and will act as the strategic and decision making body for the charity c) The Steering Committee will include four trustees : The Chairman, Finance Director, and the Presidents ( two in number) . d) All the arrangements for the organisation of the fundraising activities of the TTTA and the distribution of sums raised will be in the hands of the Steering Committee. e) Voting at the Steering and Executive Committees will be based on a simple majority decision –each member will have equal voting rights f) In the event of a tied vote the Chairman will have an additional casting and final vote. g) Steering committee members will hold office for three years and may hold office for further terms if elected to do so by a clear majority of members at an AGM. h) One third of Steering Committee members will stand for re-election at each AGM to ensure both continuity and provide opportunities for succession. i) All Trustee positions on the Steering Committee will be honorary, and no Trustee will benefit financially, either indirectly or directly from Trustee status, except in payment of legitimate expenses . Trustees may provide professional services if there is a majority decision by the Steering committee for them to do so, and providing they do so on commercial terms and the services provided do not conflict with their trustee status j) The Steering Committee members, with the exception of the Presidents, will be elected by the TTTA members at an AGM. The Presidents will hold office for life. k) A quorum for a Steering Committee meeting will be 3 l) The Steering Committee may invite any, and as many, suitable persons as it thinks fit to be Patrons. m) The Steering Committee will have the power to co-opt members or other persons to the Steering or Executive Committee for a special purpose. n) The Steering Committee will determine the structure of the Executive Committee to ensure that the charity meets its objectives. o) The Steering Committee will have the power to approve all key communications, decisions and tactical plans for the Charity. p ) The Executive Committee which will consist of members of the TTTA who will be responsible for running the day to day affairs of the Charity and will report back to the Steering Committee for ratification of proposals .
5. Powers.
In furtherance of its objects, the Steering Committee may exercise the following powers : a) The power to raise funds and to invite contributions to the TTTA. In so doing the Trustees will not undertake any substantial permanent trading activity and will comply with relevant statutory regulations. b) The power to appoint and constitute such sub committees and advisory committees or persons as the Steering Committee may think fit. c) The power to delegate any such responsibilities to others, providing these powers do not infringe the responsibilities of the Trustees. d) The power to employ such staff (who will not be members of the Steering Committee) as are necessary for the pursuit of the objects of the TTTA. e) The power to set aside income as a reserve against future expenditure. f) The power to obtain and pay for such goods and services as are necessary for the work of the Charity. g) The power to co-operate with and to support other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes, and to exchange information and advice with them. h) The power to terminate or decline the membership of any individual, provided that there is a majority decision of the Steering Committee and that the i) The power to do such other lawful things, as are necessary for the achievement of the objects of the TTTA.
a) The financial year of the TTTA will end on 31st March each year. b) A bank account will be opened in the name of the TTTA. Cheques will require two signatories from any Steering Committee members. c) Cheque payments will require approval from two Steering Committee members prior to signature. Approval of cheque payments will be made by Steering Committee members who will not be signatories for the payments concerned. d) The TTTA may receive donations, grants, or other financial assistance from individuals or from companies or statutory authorities. e) Tickets for all, or any of its events will be offered for sale to the public. f) The income of the TTTA, will be applied solely towards promoting the objects of the TTTA. g) No portion of the income or assets of the TTTA will be paid or transferred either directly or indirectly to any member or members of the TTTA, except in payment of legitimate expenses incurred on behalf of the TTTA. h) The financial accounts will be audited and examined to meet the requirements of the Charity Commission. i) Accounts will be submitted to the members of the TTTA at an Annual General Meeting. j) An annual Friends subscription will be payable in advance by those individuals who are not members and who wish to be informed about TTTA events each year.The amount of the annual subscription will be determined at an Annual General Meeting. 1) The income and property of the Charity shall be applied solely towards the promotion of the Objects. 2) A Trustee may pay out of, or be reimbursed from, the property of the Charity reasonable expenses properly incurred by him or her when acting on behalf of the Charity. 3) None of the income or property of the Charity may be paid ortransferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Charity. This does not prevent: (a) a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Charity; (b) a Trustee from: (i) buying goods or services from the Charity upon the same terms as other members or members of the public; (ii) receiving a benefit from the Charity in the capacity of a beneficiary of the Charity, provided that the Trustees comply with the provisions of sub clause (6) of this clause, or as a member of the Charity and upon the same terms as other members; (c) the purchase of indemnity insurance for the Trustees against any liability that by virtue of any rule of law would otherwise attach to a Trustee or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the Charity but excluding: (i) fines; (ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Trustee or other officer; (iii) liabilities to the Charity that result from conduct that the Trustee or other officer knew or ought to have known was not in the best interests of the Charity or in respect of which the person concerned did not care whether that conduct was in the best interests of the Charity or not. (4) No Trustee may be paid or receive any other benefit for being a Trustee. (5) A Trustee may: (a) sell goods, services or any interest in land to the Charity; (b) be employed by or receive any remuneration from the Charity; (c) receive any other financial benefit from the Charity, if : (d) he or she is not prevented from so doing by sub-clause (4) of this clause; and (e) the benefit is permitted by sub-clause (3) of this clause; or (f) the benefit is authorised by the Trustees in accordance with the conditions in sub-clause (6) of this clause.
(6) (a) If it is proposed that a Trustee should receive a benefit from the Charity that is not already permitted under sub-clause (3) of this clause, he or she must: (i) declare his or her interest in the proposal; (ii) be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it; (iii) not be counted in determining whether the meeting is quorate; (iv) not vote on the proposal. (b) In cases covered by sub-clause (5) of this clause, those Trustees who do not stand to receive the proposed benefit must be satisfied that it is in the interests of the Charity to contract with or employ that Trustee rather than with someone who is not a Trustee and they must record the reason for their decision in the minutes. In reaching that decision the Trustees must balance the advantage of contracting with or employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee’s services as a result of dealing with the Trustee’s conflict of interest). (c) The Trustees may only authorise a transaction falling within paragraphs 5(a)–(c) of this clause if the Trustee body comprises a majority of Trustees who have not received any such benefit. (d) If the Trustees fail to follow this procedure, the resolution to confer a benefit upon the Trustee will be void and the Trustee must repay to the Charity the value of any benefit received by the Trustee from the Charity. (7) A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter. ( 8) In this Clause 4, “Trustee” shall include any person firm or company connected with the Trustee.
a) All meetings of the Steering and Executive Committees will be minuted to an agreed format. b) The minutes will record the appointment of Committee members,Trustees and proceedings at meetings c) The Chairman will approve minutes ( or in absentia will delegate the approval of minutes to another Committee member)
The Trustees will comply with their obligations under current legislation 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. f) Accounts will 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.
The Trustees will insure in respect of public,trustee and employer’s liability and any other insurance as they see fit
a) Within six months of the end of each financial year members will be invited to an Annual General Meeting. The date and time for the meeting will be determined by the Committee. At least fourteen days’ notice in writing or by electronic means will be given, wherever possible. b) Overseas members will be invited to an e-meeting where the information available to UK members will be provided to them and where,wherever possible they will be able to participate via video links or other appropriate technology. c) The purpose of the meeting will be for the Finance Director to report the audited annual accounts to the members and for a Steering Committee to be elected for the following year. The meeting may also be used for members to discuss any other business, as appropriate, relating to the TTTA 12 .Extraordinary Meetings These meetings may be called in addition to the Annual General Meeting. Meetings may be called on request from at least 30 % of the members of the TTTA. A notice and statement of business is to be communicated to members at least 14 days before the date of such meetings if practicable. 13 Steering Committee meetings a) These will be called as Steering members see fit –a minimum of one weeks notice will be given wherever possible. b) Emergency meetings may be called at shorter notice if circumstances dictate and will proceed providing the meeting is quorate.
The Steering Committee will call regular meetings of the Executive Committee,usually on a monthly basis, but subject to variance to suit the objectives of the committee-a minimum of one weeks notice will be given wherever possible
a) This Constitution may be amended by a majority of the members present and voting, at an Annual or Extraordinary General Meeting, provided that at least fourteen days’ notice of the proposed amendment has been sent in writing or by electronic means to all members. b) Proposed amendments that would cause the TTTA to lose its charitable status will not be considered. c) A copy of any resolution amending this constitution will be sent to the Commission within twenty one days of being passed. 16. Dissolution.
a) If the Committee of the Charity resolve to dissolve the Charity the Trustees will remain in office as Charity Trustees and be responsible for winding up the affairs of the Charity promptly, to meet the requirements of the Charity Commission. b) Final accounts for the TTTA will be presented to the Commission and will be transferred to a charitable or other organization, whose objects are similar to those of the TTTA. c) Remaining assets after liabilities have been discharged will not be paid or transferred to any member or members of the TTTA. d) The Trustees will inform the Commission that the Charity has been dissolved.
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