- NAME
The name of the Association is Fylde Bird Club (‘the Charity’). - ADMINISTRATION
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with the constitution by the members of the Executive Committee, constituted as Clause H of this constitution (‘the Executive Committee’). - OBJECTS
The Charity’s objects (‘the objects’) are:
The advancement for the public benefit of the study of wild birds and the preservation of their habitats in the County of Lancashire. - POWERS
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 do all such other lawful things as necessary for the achievement of the objects. - MEMBERSHIP
(a) Membership of the Charity shall be open to any person interested in furthering the objects and who has paid the annual subscription.
(b) The subscription rates shall be set by the membership at each Annual General Meeting (AGM) and will fall due at the end of the AGM. Senior citizens, students and people under the age of 18 may be granted membership at reduced rates.
(c) Honorary Life Memberships may be awarded to existing members if approved at an AGM.
(d) Membership will be terminated if subscriptions that are due are not paid within six months of being due unless that person is a Life Member as defined above.
(e) Voting rights will be restricted to fully paid up members. Every fully paid up member shall have one vote.
(f) An individuals membership of the Charity may be terminated by majority vote at a general meeting (assuming there shall be present a quorum as defined in Clause 17b). The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual: provided that the individual concerned shall have the right to be heard by the Executive Committee before a final decision is made.
(g) When circumstances permit a newsletter will be issued for members. - HONORARY OFFICERS
At the AGM of the Charity the members shall elect from among themselves a Chairman, a Secretary and a Treasurer, who shall hold office from the conclusion of that meeting. - EXECUTIVE COMMITTEE
(a) The Executive Committee shall consist of not less than four members nor more than nine members being:
The honorary officers specified in the preceding clause
Not less than one and not more than six other members elected at the AGM who shall hold office from the conclusion of that meeting
(b) All the members of the Executive Committee shall retire from office together at the AGM but they may be re-elected or re-appointed.
(c) 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 a member.
(d) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause
(e) No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the AGM minutes a declaration of acceptance and willingness to act in the trusts of the charity. - DETERMINATION OF MEMBERSHIP OF THE EXECUTIVE COMMITTEE
A member of the Executive Committee shall cease to hold office if he or she:
(a) is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision).
(b) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs.
(c) is absent without the permission of the Executive Committee from all of their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated.
(d) notifies 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). - EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
No member of the Executive Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee. - MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
(a) The Executive Committee shall hold at least three 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 upon not less than four days notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member, not less than 14 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 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 of at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, present at a meeting.
(d) Every matter shall be determined by a majority vote 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, filed in hard copy, of the proceedings at meetings of the Executive Committee and any sub-committee.
(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 three or more members of the Executive Committee for the purpose of making any inquiry 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: provided that all acts and proceedings of any sub-committee shall be fully and promptly reported to the Executive Committee. - 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 or Building Society 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) The funds belonging to the Charity shall be applied only in furthering the objects. - ACCOUNTS
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) 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 auditing or independent examination of the statements of account of the Charity.
(d) The transmission of the statements of account of the Charity to the Commission. - ANNUAL REPORT
(a) The Executive Committee shall comply with their obligation under the Charities act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
(b) In addition, a Fylde Bird Report will be published when circumstances permit. - ANNUAL RETURN
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission. - ANNUAL GENERAL MEETING
(a) There shall be an Annual General Meeting (AGM) of the Charity which shall be held in the month of December/January in each year or as soon as practicable thereafter.
(b) Every AGM shall be called by the Executive Committee. The Secretary shall give at least 14 days notice of the AGM to all members of the Charity. All the members of the Charity shall be entitled to attend and vote at the meeting.
(c) The Executive Committee shall present to each AGM the report and accounts of the Charity for the preceding year.
(d) Should nominations for election to the Executive Committee exceed vacancies, election shall be by ballot.
(e) The Charity may create the post of Honorary Life President for a member. This position would be offered in recognition of work performed in support of the Charity’s objects. Should the position be vacant, a nomination may be made at the AGM. It is not compulsory that this position be filled at all times. Should the AGM vote in acceptance and the nominee accept the position, then the offer and acceptance should be made in writing. This position does not provide automatic entitlement to a position on the Executive Committee. An Honorary Life President who holds a position on the Executive Committee is subject to the clauses relevant to Executive Committee members. - EXTRAORDINARY GENERAL MEETINGS
(a) Extraordinary General Meetings (EGMs) may be called at the discretion of the Executive Committee or on the written request of at least ten members of the Charity to discuss any major matters which may arise.
(b) The Secretary will provide at least 14 days written notice to all members stating the date and purpose of the meeting.
(c) The only matters to be discussed shall be those for which the meeting is called. - PROCEDURE AT GENERAL MEETINGS
(a) General meetings will provide a social and business forum for those with an interest in the birds of Fylde, Lancashire and elsewhere.
(b) The Secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every general meeting of the Charity.
(c) There shall be a quorum when at least 20% of the number of members of the Charity for the time being or 15 members of the Charity, whichever is the greater, are present at any general meeting. - ALTERATIONS TO THE CONSTITUTION
(a). Subject to the following provision 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 amendments may be made to:
– Clause 1 (name of Charity)
– Clause 3 (objects)
– Clause 9 ( Executive Committee not to be personally interested)
– Clause 19 (dissolution clause)
Or this clause without the prior consent in writing of the 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 Commission a copy of any amendment made under this clause. - DISSOLUTION
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 21 days notice (stating the terms of the resolution to be 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 assets 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 objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the charity must be sent to the Commission.
This revised constitution was debated and approved by the membership of the Fylde Bird Club at an AGM held on 24th February 2004. Final amendments were debated and approved by the membership at an EGM held on 27th April 2004.
Paul Ellis, Secretary.