(including amendments to put to members for approval at a Special General Meeting on 11th May 2016)
FRIENDS OF WANSTEAD PARKLANDS CONSTITUTION
The name of the CIO shall be the ‘Friends of Wanstead Parklands’, referred to below as ‘FWP’. Wanstead Parklands comprise the open spaces to the south of the A12 including Bush Wood, George Green, Wanstead Flats, Wanstead Park and environs.
The principal office of FWP is 14 Aylmer Road, London E11 3AD.
The objects of the CIO are:
To promote the use of Wanstead Park for the benefit of the inhabitants of the London Boroughs of Redbridge, Newham and Waltham Forest, their surrounding areas and the wider public at large; To provide or assist in the provision of facilities or opportunities for recreation and other leisure time occupation for the public at large in the interests of social welfare and with the object of improving their conditions of life, in particular but not exclusively by the preservation, promotion, support, assistance and improvement of Wanstead Parklands; To promote for the benefit of the general public the conservation and improvement of the physical and natural environment of Wanstead Parklands, especially its features of historic, architectural and wildlife interest; To advance public education in the character, archaeology and history of Wanstead Parklands.
The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO’s powers include power to:
(a) raise money and invite and receive contributions to pay for activities;
(b) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
(c) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(d) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
(e) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 12 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;
(f) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, 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;
(g) promote the interests of Wanstead Parklands at, for example, public meetings and planning inquiries;
(h) encourage cooperation between local organisations;
4 Liability of members to contribute to the assets of the CIO if it is wound up:
If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
(a) Eligibility and admissions: anyone in sympathy with the FWP objects shall be eligible for membership. The membership shall consist of all those who have paid up subscriptions. Only members shall be eligible to vote at Annual and Special General Meetings. Trustees may require applications for membership to be made in any reasonable way that they decide; (b) Duty of members: it is the duty of each member of FWP to exercise his or her powers as a member in the way he or she decides in good faith would be most likely to further the purposes of FWP; (c) Termination of membership: Membership of FWP comes to end if: the member dies; the member sends a notice of resignation to the charity’s trustees; any sum of money owed by the member to FWP is not paid in full within six months of its falling due; the trustees decide that it is in the best interests of FWP that the member in question should be removed from membership, and pass a resolution to that effect. Before the trustees take a decision to remove someone from membership of the FWP they must: inform the member of the reasons why it is proposed to remove him or her from membership; give the member 21 clear day’s notice in which to make representations to the trustees; at a duly constituted meeting of the trustees, consider whether or not the member should be removed from membership, taking into consideration representations made by the member, and to allow the member, or his representative, to make those representations in person at the meeting if he so chooses.
The subscription year shall date from 1 January to 31 December. Members who join between 1 October and 31 December, and who pay their subscription for that year do not have to pay a subscription in the following year. There shall be two subscription rates: normal rate, for individuals and families; and senior citizen rate, at half the normal rate. The normal rate shall be determined at Annual General Meetings.
7 Charity Trustees (also referred to as “the Committee”)
The FWP shall be managed by the Trustees. It is the duty of the members of the Committee to exercise his or her functions as a trustee in the way he or she decides in good faith would be most likely to further the purpose of FWP. There must be at least three trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the trustees, or appoint a new trustee.
The first trustees of the CIO are: John Meehan (Chairman), Dwight Wood and Patricia Moxey.
Up to eight trustees shall be elected at the Annual General Meeting by a simple plurality of votes, in the event that more than eight persons are validly nominated. In addition, the Wren Conservation Group and the Friends of Epping Forest may each nominate one member. Additionally any properly constituted community group with similar objects to those of the FWP which joins as a group is entitled to nominate one member to serve as a trustee on the committee. Trustees shall hold office for one year, and are eligible for reappointment. The Committee may appoint up to five additional trustees during the year.
The Committee shall nominate from amongst itself the Officers of the FWP to include a Chairman, Vice Chairman, Secretary and Treasurer and such other officers as it may consider necessary.
At Committee Meetings five members shall form a quorum, of which one may be either the Chairman or Vice Chairman. Voting shall be by simple majority. If there should be equal votes, the Chairman may exercise a casting vote. The Committee may appoint sub-committees.
8 Delegation by charity trustees
The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements –
(a) a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee
(b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
(c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.
9 Meetings and proceedings of charity trustees
(a) Calling meetings.
Any charity trustee may call a meeting of the charity trustees. Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.
(b) Chairing of meetings
The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.
(c) Procedure at meetings
(i) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two charity trustees, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote. (ii) Questions arising at a meeting shall be decided by a majority of those eligible to vote. (iii) In the case of an equality of votes, the chair shall have a second or casting vote.
(d) Participation in meetings by electronic means
(i) A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants. (ii) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting. (iii) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.
10 Information for new charity trustees
The charity trustees will make available to each new charity trustee, on or before his or her first appointment: (a) a copy of this constitution and any amendments made to it; and (b) a copy of the CIO’s latest trustees’ annual report and statement of accounts
11 Taking of decisions by charity trustees
Any decision may be taken either:
(a) at a meeting of the charity trustees; or (b) by resolution in writing or electronic form agreed by all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more charity trustees has signified their agreement.
12 Benefits and payments to charity trustees and connected persons
i) General provisions:
No charity trustee or connected person may:
(a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
(b) sell goods, services, or any interest in land to the CIO;
(c) be employed by, or receive any remuneration from, the CIO;
(d) receive any other financial benefit from the CIO; unless the payment or benefit is permitted by sub-clause (ii) of this clause, or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value
ii) Scope and powers permitting trustees’ or connected persons’ benefits
(a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.
(b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.
(c) Subject to sub-clause (iii) of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.
(d) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.
iii) Payment for supply of goods only – controls
The CIO and its charity trustees may only rely upon the authority provided by sub-clause (ii)(c) of this clause if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
(c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
(f) The reason for their decision is recorded by the charity trustees in the minute book.
(g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by this clause.
iv) In sub-clauses (ii) and (iii) of this clause:
(a) “the CIO” includes any company in which the CIO: (i) holds more than 50% of the shares; or (ii) controls more than 50% of the voting rights attached to the shares; or (iii) has the right to appoint one or more directors to the board of the company;
(b) “connected person” includes any person within the definition set out in clause 27 (Interpretation);
13 Conflicts of interest and conflicts of loyalty
A charity trustee must:
(a) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and (b) absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).
Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.
14 Retirement and removal of Trustees
A trustee ceases to hold office if he or she:
(a) retires by notifying FWP in writing; (b) is absent without the permission of the trustees from all of the committee meetings held within a period of six months and the trustees resolve that his or her office be vacated; (c) dies; (d) in the written opinion of a registered medical practitioner has become physically or mentally incapable of acting as a trustee and may remain so for more than three months; (e) is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
Funds shall be deposited in the name of the FWP with a recognised clearing bank, building society, or in a National Girobank or National Savings Bank account.
All cheques shall be signed by two of the following – Chairman, Secretary and Treasurer. The Treasurer shall present financial statements for the previous subscription year to each Annual General Meeting.
16 Annual General Meeting
The purpose of the Annual General Meeting shall be to:
(a) receive a report from the Trustees describing the activities of the FWP in the previous year;
(b) receive financial statements for the previous year;
(c) elect Committee members;
(d) consider amendments to the constitution;
(e) determine subscription rates;
(f) discuss other matters of interest to the FWP.
The timetable for arranging the Annual General Meeting shall be as follows:
(i) six weeks in advance of the date of the AGM the Secretary shall notify the membership of the date and venue and call for nominations, constitutional amendments and suggestions of items for discussion at the meeting. Members wishing to nominate members for election to the Committee, propose changes to the constitution or suggest items for discussion shall notify the Secretary in writing, supported by a second member, and where nominating someone for election to the Committee forward to the Secretary the written consent of the nominees within 2 weeks of the date on the notification;
(ii) two weeks in advance of the date of the AGM, the Secretary shall give all members an agenda, nominations for Committee members, proposed amendments to the Constitution and any other material considered by the Committee to be relevant;
(iii) the AGM shall take place during February.
A quorum shall be 20 members. If fewer attend, another meeting must be called by the Committee. Voting shall be generally by simple majority, although a two-thirds majority shall be required for changes to the Constitution. In the event of equal votes, the Chairman may exercise a casting vote. Voting shall be normally by show of hands, although a poll may be taken at the discretion of the Chairman or the request of ten members present. A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, but no later than within 30 days of the demand of the poll. A poll may be taken: a) at the meeting at which it was demanded, b) at some other time and place specified by the chair, or c) through the use of postal or electronic communications. Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.
Every member has one vote.
17 Special General Meeting
In addition to the Annual General Meeting, a Special General Meeting may be called for any purpose, by the Committee or by 25 members acting together. The arrangements for calling and voting at a Special General Meeting shall be generally the same as those for an Annual General Meeting. In particular, the Secretary shall give all members at least 2 week’s notice of the meeting. If members wish to call a Special General Meeting, they shall notify the Secretary in writing at least 3 weeks before the date of the meeting, with details of its purpose. A quorum shall be 20 members.
As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:
(a) at a general meeting of the members of the CIO called in accordance with clauses 16 and 17, of which not less than 14 days’ notice has been given to those eligible to attend and vote: (i) by a resolution passed by a 75% majority of those voting, or (ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting (b) by a resolution agreed in writing by all members of the CIO.
Subject to the payment of all the CIO’s debts:
(a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied. (b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied. (c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.
The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:
(a) the charity trustees must send with their application to the Commission: (i) a copy of the resolution passed by the members of the CIO; (ii) a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and (iii) a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution (b) the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.
If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
19 Execution of documents
The CIO shall execute documents by signature. A document is validly executed by signature if it is signed by at least two of the charity trustees.
20 Use of electronic communications
The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular: (a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
(b) any requirements to provide information to the Commission in a particular form or manner.
21 Keeping of registers
The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.
The charity trustees must keep minutes of all: (a) appointments of officers made by the charity trustees; (b) proceedings at general meetings of the CIO; (c) meetings of the charity trustees and committees of charity trustees including: (i) the names of the trustees present at the meeting; (ii) the decisions made at the meetings; and (iii) where appropriate the reasons for the decisions; (d) decisions made by the charity trustees otherwise than in meetings.
23 Accounting records, accounts, annual reports and returns, register maintenance
(a) The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.
(b) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.
The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.
If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
26 Amendment of constitution
As provided by clauses 224-227 of the Charities Act 2011:
(a) This constitution can only be amended: (i) by resolution agreed in writing by all members of the CIO; or (ii) by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO.
(b) Any alteration of clause 2 (Objects), clause 18 (Dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
(c) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
(d) A copy of any resolution altering the constitution, together with a copy of the CIO’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.
In this constitution: “connected person” means:
(a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee; (b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above; (c) a person carrying on business in partnership with the charity trustee or with any person falling within subclause (a) or (b) above; (d) an institution which is controlled – (i) by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or (ii) by two or more persons falling within sub-clause (d)(i), when taken together (e) a body corporate in which – (i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or (ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
The “Communications Provisions” means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.
“charity trustee” means a charity trustee of the CIO.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.