The name of the organisation shall be Age Concern Fakenham area Minibus Service (hereinafter referred to as “the Association”).
The object of the Association shall be to promote the relief of elderly people in any manner which now is or hereafter may be deemed by law to be charitable within Fakenham town and surrounding villages up to a radius of twelve miles (hereinafter called “the area of benefit”).
3. MEMBERSHIP OF THE ASSOCIATION
Membership of the Association shall consist of users and supporters of a rural transport system for elderly residents.
4. REFUSAL OR TERMINATION OF MEMBERSHIP. &c.
Any meeting of the Association, shall be entitled
(a) without giving any reason therefore, to refuse any application for membership;
(b) for good and sufficient reason, to terminate any membership, provided that the member concerned shall have the right to be heard by a General Meeting of the Association before a final decision is made;
(c) for good and sufficient reason, to require the replacement of any member by the appointing organisation concerned.
5. MEETINGS OF THE ASSOCIATION
(a) Annual Meeting
(i) The Annual Meeting of the Association shall be held in each year at such time (not being more than 15 months after the holding of the preceding Annual General Meeting) and place as the Association shall determine.
(ii) At the Annual Meeting business shall include the consideration of the audited accounts of the Association, a written Annual Report of the work done by the Association and by any organisation under the control of the Association or its officers and the election of Honorary Officers.
(b) Special Meetings
A Special Meeting of the Association shall be called by the chairperson or in his/her absence the Vice-Chairperson upon his/her decision or upon the written demand of five members, Such a meeting shall take place within 28 days of receipt by the chairperson of written notice of such demand or decision. The Meeting shall consider only items which are specified in the demand or decision.
(c) Other Meetings
Other Meetings of the Association may be held at any such times and places as the Association may determine, save that at least two Meetings shall be held in any period of time elapsing between two consecutive Annual Meetings.
(d) The quorum at a meeting of the Association shall be five of the members.
6. HONORARY OFFICERS
(i) The Honorary Officers of the Association shall consist of a Chairperson, a Secretary/Treasurer and such other Honorary Officers as the Association may from time to time determine.
(ii) Any member may nominate a person for election as an Honorary Officer. Persons who are not members of the Association are eligible to be nominees, and if elected shall become ex officio members of the Association.
iii) All Honorary Officers shall be eligible for re-election, save that the Chairperson shall not hold office for more than three consecutive years nor for more than six years in total.¹
(iii) All Honorary Officers shall be eligible for re-election, save that the Chairperson shall hold office for no more than six years consecutively without a ballot being held at the Annual General Meeting.
(iv) The Association may appoint persons to fill casual vacancies which occur during the year, such appointments to terminate at the conclusion of the Annual Meeting next following.
(v) The Honorary Officers for the time being shall be the Trustees of the Association.
(a) The Association may appoint an Executive Committee and such other special or standing committees as it deems necessary from time to time and shall determine their terms of reference, powers, duration, quorum and membership provided that no committee appointed under this clause shall co-opt more than a quarter of its total membership.
(b) The Secretary of the Association shall ensure that the proceedings of all committees are minuted.
8. FAILURE TO APPOINT OR IRREGULARITY IN APPOINTMENTS
The proceedings of the Association shall not be invalidated by any failure to appoint or defect in the appointment or qualification of any member.
The Association’s financial year shall run from April 1 to March 31.
(a) The Association shall have power to obtain, collect and receive funds by means of contributions, donations, subscriptions, investment, deeds of covenant, legacies, the sale of donated goods or of those goods produced by elderly people in direct furtherance of the object of the Association, grants, loans or any other lawful method and to receive gifts of property of any description and to trade in direct furtherance of its objects, including the sale of goods produced by elderly people and to sell donated goods and otherwise to carry on trade which is temporary or ancillary to the objects of the Association, but otherwise the Association shall not undertake any permanent trading activities in raising funds for the object of the Association.
(b) The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the object of the Association as set forth in Clause 2, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise howsoever by way of profit to any member of the Association provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Association or the repayment of reasonable and proper out-of-pocket expenses to any member, officer or servant of the Association.
(c) The Association shall appoint either a custodian trustee or a trust corporation or not less than three persons to hold any property held by or in trust for the Association.
(d) Bank Accounts shall be opened in the name of the Association on such terms as the Association shall decide. Every cheque must be signed by two Honorary Officers of the Association.
(e) The Treasurer of the Association or in his/her absence the chairperson of the Association shall present in writing to each meeting of the Association a written statement of accounts which gives members a full and fair description of the Association’s financial position.
(f) The Association shall appoint one or more qualified auditors to audit annually the accounts of the Association and shall determine their remuneration.
10. ALTERATIONS TO THE CONSTITUTION AND DISSOLUTION OF THE ASSOCIATION
(a) A resolution to alter this constitution or to dissolve the Association may be passed at any general meeting provided that:
(i) the terms of the proposed resolution are received by the Secretary at least 21 days (or 28 days in the case of a resolution to dissolve the Association) before the meeting at which the resolution is brought forward; and that
(ii) at least 14 days’ notice (or 21 days’ notice in the case of a resolution dissolving the Association) of the proposed resolution shall be given in writing by the Secretary to all members of the Association; and that
(iii) the quorum for the carriage of such a resolution shall be one-third of those entitled to vote; and that
(iv) such a resolution shall receive the assent of two-thirds of those present and voting.
(b) A resolution dissolving the Association may give instruction for the disposal of any assets held by or for the Association provided that if any property remains after the satisfaction of all debts and liabilities, such property shall not be paid to or distributed among the members of the Association but shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the Executive Committee may after consultation with Age Concern Norfolk and with the approval of the Charity Commissioners or other authority having jurisdiction under the Charities Act 1960 or other relevant legislation, determine.
(c) No alteration of clause 2 above or this clause shall be made without the prior approval of the Charity Commissioners or the High Court.