THE CONSTITUTION Charity No 1039897
Adopted in 1994 and revised in 2002, 2011, 2013, & November 2019
The name of the Charity is The Puddenecks Club.
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee constituted by clause seven of this constitution.
The objects of The Puddenecks Club are to further charitable purposes for the benefit of elderly persons, who, in the opinion of the Executive Committee are in need. Amended NOVEMBER 2019 to read ‘The objects of the Puddenecks Club are to further charitable purposes for the benefit of older people, as defined as in excess of 55 years old, who in the opinion of the Executive Committee are in need of support’.
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
a) Power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law.
b) Power to co-operate with 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.
c) Power to establish or support any Charitable trusts, associations or institutions formed for any or all of the objects.
d) Power to appoint and constitute such advisory committees as the Executive Committee may think fit.
e) Power to do all such other lawful things as is necessary for the achievement of the objectives.
f) Power to open bank accounts, deposit funds, raise cheques and make payments.
5 MEMBERSHIP OF THE CLUB
a) Membership shall be open to anyone over the age of 18 years, who has a genuine interest in the objects of the Charity and has paid the annual subscription laid down by the Executive Committee from time to time.
b) Every member shall have one vote.
c) The Executive Committee may, by unanimous vote, and for good reason terminate the membership of any individual, provided that the individual has been given at least twenty one days notice in writing of this decision and that the individual concerned shall then have the right to be heard by the Executive Committee, before a final decision is made.
d) Any person wishing to become a member must have the support of a proposer and seconder from members of the Charity. The application of a person so nominated is then vetted by the Executive Committee who may interview the prospective member. The success or otherwise of the application is then entirely in the hands of the Executive Committee but full account will be taken of any representations made by existing members.
e) The Executive 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.
f) Membership is not transferable.
g) Membership is terminated if: –
(i) The member dies.
(ii) The member resigns by written notice to the Executive Committee.
(iii) The member is not supportive to the objectives of the Charity by using rule (c) above.
- h) Membership may also be terminated if a member fails to pay his annual subscription within thirty-one days of a demand being issued by the Treasurer although this would be at the discretion of the Executive Committee to enforce.
- i) The Executive Committee must keep a register of names and addresses of the members which must be made available to any member upon request.
6 HONORARY OFFICERS
At the Annual General Meeting of the Charity the members shall elect from among themselves a President, Chairman, Vice-Chairman, Secretary, Treasurer, Events & Welfare Officer and Fund-Raising Officer who shall hold office from the conclusion of that meeting.
7 MEMBERSHIP OF THE EXECUTIVE COMMITTEE
a) The Executive Committee, all of whom are Trustees of the Charity, shall consist of not less than ten members or more than fourteen members Amended NOVEMBER 2019 to read ‘The Executive Committee, all of whom are Trustees of the Charity, shall consist of not less than seven members or more than fourteen members being:’
(i) The Honorary Officers specified in the preceding clause.
(ii) Not less than three and not more than seven other members, being elected at the Annual General Meeting who shall hold office from the conclusion of that meeting.
(iii) All Trustees should be fully aware of their responsibilities.
b) The Executive Committee may in addition appoint not more than three co-opted members, but no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause 9(a). Each appointment of a co-opted member shall endure for such a period (not extending beyond the next Annual General Meeting) as the Executive Committee shall decide.
c) All the members of the Executive Committee shall retire from office together at the Annual General Meeting next after the date on which they came into office, but they may be re-elected.
d) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of any member.
e) A member or members of the Executive Committee shall cease to hold office if they:
(i) Are disqualified from acting as members of the Executive Committee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
(ii) Become incapable by reason of mental disorder, illness or injury of managing and administering their own affairs.
(iii) Ceases to be a member of the Charity
(iv) Are absent without the permission of the Executive Committee from all its meetings held within a period of six months and the Executive Committee resolves that their office be vacated or
(v) Notify to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
(vi) Are removed from office by a vote of the Executive committee if they are not supportive to the objectives of the Charity
f) No person shall be entitled to act as a member of the Executive committee whether on the first or any subsequent entry into office until after signing in the minute book of the Executive committee a declaration of acceptance and of willingness to act in the interests of the charity.
g) No member of the Executive Committee shall acquire any interest in property belonging to the Charity (other than as a Trustee for the Charity) or receive remuneration or be interested (other than as a member of the Executive Committee) in any contract entered into by the Executive Committee.
8 CONFLICTS OF INTEREST AND LOYALTY
a) A member of the Executive Committee must; –
(i) Declare the nature and extent of any interest, direct or indirect, which the individual has in any proposed transaction the Charity may undertake.
(ii) Absent him or herself from any discussion of the Committee 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.
(iii) Disclose any interest direct or indirect or position held has in any other charitable organisation.
b) Any Executive committee member absenting themselves from any discussion in accordance with the preceding clause must not vote or be counted as part of the quorum in any decision of the Executive Committee on the matter.
9 MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
a) The Executive Committee shall hold at least six and up to ten ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Executive Committee providing not less than four days’ notice is given to the other members of the Executive Committee and of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than twenty one days’ notice must be given.
b) The Chairman shall act as Chairman at meetings of the Executive Committee. If the Chairman is absent from any meeting the Vice-Chairman shall act as Chairman. If both are absent the members of the Executive Committee present shall choose one of their number to be Chairman of the meeting before any other business is transacted.
c) There shall be a quorum when at least one third of the number of members of the Executive Committee or five members of the Executive Committee, whichever is the greater, are present at a meeting. For both criteria at least three Honorary Officers must be in attendance and all Honorary officers must be consulted on any ‘major’ issues.
d) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the Chairman of the meeting shall have a second or casting vote.
e) The Executive Committee shall keep minutes, in books kept for the purpose of the proceedings of meetings of the Executive Committee and any sub-committees.
These minutes should include: –
(i) All names of Honorary and Executive members present.
(ii) Proceedings of the committee meetings.
(iii) All decisions reached at the meetings.
(iv) Where appropriate, the reasons for the decisions.
f) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
g) The Executive Committee may appoint one or more sub-committees consisting of one or more members of the Executive Committee together with at least two co-opted members from the Charity with appropriate experience and knowledge for the purpose of making any enquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee. The sub-committee can also seek external help to resolve any technical problem outside the scope of the membership. All acts and proceedings of any such sub-committee shall be fully and promptly reported to the Executive Committee.
h). All documentation issued on behalf of The Puddenecks Club must carry the Charity Commissioners registration number.
10 RECEIPTS AND EXPENDITURE
a) The funds of the Charity, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed, by at least two members of the Executive Committee.
b) Subject to payment of all legitimate expenses (see i and ii below) the Net Income of the Charity shall be applied solely towards the promotion of its objectives. However: –
(i) Any member of the Charity is entitled to be reimbursed from the proceeds of the Charity for any such reasonable expenses incurred by the individual when acting on behalf of the Charity.
(ii) The Trustees should ensure that adequate Trustee Indemnity Insurance is annually maintained. This can be purchased at the Charity’s expense in accordance with and subject to the conditions in, section 189 of the Charities Act 2011.
c) None of the income of the Charity may be paid or transferred directly or indirectly by the way of dividend, bonus or otherwise by way of profits to any members of the charity. This does not prevent a member who may or may not be a Trustee from receiving a benefit from the charity in the capacity of a beneficiary of the Charity under the objective’s clause.
(a) The Executive Committee shall comply with their obligations under the Charities Act 2011 (or any statutory re-enactment or modification of that Act) with regard to:
(i) The keeping of accounting records for the Charity.
(ii) The preparation of annual statements of account of the Charity.
(iii) Trustees signing off the accounts before submission to the membership for approval.
(iv) The transmission of the statements of account and annual report of the Charity to the Commissioners.
(v) If the gross income exceeds £25,000 there must be a qualified external examination or audit. If gross income is less than £25,000 the Charities Act 2011 Act states, no external scrutiny is required but the Executive Committee should request that the accounts are reviewed by an Independent Examiner who should then issue a statement of compliance.
b) The Accounts shall be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Charity Commissioners.
12 ANNUAL REPORT & ANNUAL RETURN
The Executive Committee shall comply with their obligations under the Charities Act 2011 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an Annual Report and Annual Return and its transmission to the Charity Commissioners.
13 ANNUAL GENERAL MEETING
The Charity year end will be 31st December. The Annual General Meeting of the Charity shall be held in the following April or as soon as practicable thereafter.
a) The Annual General Meeting shall be called by the Executive Committee. The Secretary shall give at least twenty-one days’ notice of the Annual General Meeting to all members of the Charity in either paper or electronic format. All the members of the Charity shall be entitled to attend and vote at the meeting.
b) The Chairman of the Puddenecks Club shall be the Chairman of the Annual General Meeting, or in his absence the Vice-Chairman of the Puddenecks Club. If both the Chairman and the Vice-Chairman are absent then, before any business is transacted, the persons present shall appoint a Chairman of the meeting
c) The Executive Committee shall present to each Annual General Meeting the minutes of the previous AGM report and the accounts of the Charity for the preceding year for noting.
d) Nominations for election to the Executive Committee must be made by members of the Charity in writing and be seconded by a Puddenecks club member. The nomination form must be in the hands of the secretary of the Executive Committee at least fourteen days before the Annual General Meeting. Should nominations exceed vacancies, an election shall be by ballot.
e) Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have the casting vote in addition to any other vote, he or she may have cast.
f) There shall be a quorum when at least one fifth of the number of members of the Charity or twenty members of the Charity, whichever is the greater, are present at any general meeting.
g) The Secretary or other person specifically appointed by the Executive Committee shall keep full record of proceedings at every Annual General or Special meeting of the Charity.
14 SPECIAL GENERAL MEETINGS
The Executive Committee may call a special general meeting of the Charity at any time. If at least ten members request such a meeting in writing stating the business to be considered to the Secretary then the procedure as set out in clause 13 (b, c, f and g) above shall apply.
Any notice required to be served on any member of the Charity shall be in writing and shall be served by the Secretary or the Executive Committee either personally or by sending it through the post in a prepaid letter addressed to such member at their last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within five days of posting. A notice may also be sent by an acceptable electronic format and shall be deemed to have been received within five days of being sent.
16 ALTERATIONS TO THE CONSTITUTION
a) 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.
b) No amendment may be made to clause 1, clause 3, clause 7(g), clause 17 or this clause (clause16) without the prior consent in writing of the Charity Commissioners.
c) No amendment may be made which would have the effect of making the Charity cease to be a Charity at law.
d) The Executive Committee should promptly send to the Commissioners a copy of any amendment made under this clause within twenty-one days of it being passed.
If the Executive Committee decides that it is necessary or advisable to dissolve the Charity, it shall call a meeting of all members of the Charity of which not less than twenty-one days’ notice (stating the terms of the resolution being proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Executive Committee shall have power to realise any asset held by or on behalf of the Charity. 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 object of the Charity as the members of the Charity may determine. A copy of the statement of accounts or account and statement for the final accounting period of the Charity must be sent to the Charity Commissioners.
This revised constitution was adopted on the date mentioned above by the members and is signed on their behalf by the Chairman and Secretary in office at the time.
Chairman. Neil Todd
Secretary. Roger Moore MBE
Date 12th November 2019