CONSTITUTION OF CHORLEYWOOD COMMUNITY ARTS CENTRE

Registered Charity No 264413

Adopted on December 1st 1968  -  Updated April 1998 and 28 July 2021.

A. The name of the Association is the Chorleywood Community Arts Centre (“the charity”)

B. ADMINISTRATION

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 trustees committee constituted by clause G of this constitution (“the trustees”)

C. OBJECTS

The objects of the Charity shall be to educate the public of all ages in the Arts and Sciences.  In pursuit of these objectives the charity will:-

(a) initiate and develop group activities at all levels of skill, often according to an experimental workshop pattern.

(b) offer specific opportunities in these activities to children and young people and engage in other such charitable activities.

(c) work to co-ordinate the activities of the Charity’s Groups and of affiliated societies to the benefit of all participants.

(d) maintain in good order the building owned by the Charity (Colleyland Methodist Chapel) in which the group activities in the main take place.

The charity shall not be espoused to any political party.

D. POWERS

In furtherance of the objects but not otherwise, the trustees committee may exercise the following powers:-

(i) power to raise funds and to invite and receive contributions provided that in raising funds the trustees shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law.

(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use.

(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity.

(iv) power subject to any consents by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed.

(v) power to employ such staff (who shall not be members of the trustees committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependents.

(vi) 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.

(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects.

(viii) power to appoint and constitute such advisory committees as the trustees may think fit.

(ix) Power to do all such other lawful things as are necessary for the achievement of the objects.

  E.  MEMBERSHIP

(1) Membership of the Charity shall be open to any person over the age of 16 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the trustees committee.

(2) Every member shall have one vote.

(3) The trustees 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 trustees committee accompanied by a friend, before a final decision is made.

a) Although all members may choose to sell their work, pottery production must be proportionate. No ceramic artist shall create such a volume of work for commercial purposes that others are deprived of firing space and time.

(4) The membership subscription shall be in two parts, firstly an annual subscription which may be reduced for new members joining part way through the year and secondly a session fee payable at each meeting attended by a member. Such subscriptions and session fees to be fixed at the Annual General Meeting.

(5) Persons qualified by residence who are under the age of 21 years and are undergoing full-time education shall acquire student membership of the Charity by giving their name and address, their date of birth and the name and address of their place of study to any trustee or Group Leader and without paying the annual subscription but paying the session fees as set out in (4) above. Student members become ordinary members when they reach the age of 21 years or cease to undergo full-time education whichever shall occur first.    

 F. OFFICERS AND TRUSTEES

(1) The charity and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this constitution. The officers and other members of the committee shall be the trustees of the Charity and in this constitution are together called ‘the trustees committee’. At the annual general meeting of the Charity the members shall elect from amongst themselves

(a) A Chair

(b) A Secretary

(c) A Treasurer

    G  APPOINTMENT OF TRUSTEES COMMITTEE

(1) The number of trustees shall be not less than five but (unless otherwise determined by a resolution of the charity in general meeting) shall not be subject to any maximum

(2) The trustees may in addition appoint not more than 3 co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the trustees would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the trustees called under clause J and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated, in which case the appointment shall run from the date when the post becomes vacant.

(3) All the members of the trustees committee shall retire from office together at the end of the Annual General Meeting next after the date on which they came into office but they may be re-elected or re-appointed.

(4) The proceedings of the trustees committee meeting 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.

(5) Nobody shall be appointed as a member of the trustees committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause

(6) No-one may be elected a trustee or an officer at any annual general meeting unless prior to the meeting the charity is given notice that:

(a) is signed by a member entitled to vote at the meeting;

(b) states the member’s intention to propose the appointment of a person as a trustee or as an officer;

(c) is signed by the person who is to be proposed to show his or her willingness to be appointed.

H    DETERMINATION OF THE TRUSTEES COMMITTEE

 A member of the trustees shall cease to hold office if he or she:-

(1) Is disqualified from acting as a member of the trustees committee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision);

(2) Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(3) Is absent without permission of the trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated; or

(4) Notifies to the trustees a wish to resign (but only if at least three members of the trustees will remain in office when the notice of resignation is to take effect) 

I  TRUSTEES NOT TO BE PERSONALLY  INTERESTED

No member of the trustees 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 trustees) in any contract entered into by the trustees committee.

J MEETINGS AND PROCEEDINGS OF THE TRUSTEES COMMITTEE

(1) The trustees shall hold an ordinary meeting bi-monthly. The secretary shall give 14 days notice of the meeting.

A special meeting may be called at any time by the Chair or by any two members of the trustees upon not less than 4 days notice being given to the other members of the trustees committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.

(2) The Chair shall act as chair at meetings of the trustees. If the Chair is absent from any meeting, the members of the trustees present shall choose one of their number to be chair of the meeting before any other business is transacted.

(3) There shall be a quorum when at least one third of the number of members of the trustees for the time being or three members of the trustees, whichever is the greater, are present at a meeting.

(4) Every matter shall be determined by a majority of votes of the members of the trustees present and voting on the question but in the case of equality of votes the chair of the meeting shall have a second or casting vote.

(5) The trustees committee must keep minutes of all:

(i) appointments of officers and trustees made by the trustees

(ii) proceedings at meetings of the charity

(iii) meetings of the trustees including:

(a) the names of the trustees present at the meeting

(b) the decisions made at the meetings; and

(c) where appropriate the reasons for the decisions

(6) Any expenditure other than that paid out for the purpose of running the Charity i.e. water, electricity, etc shall require a positive vote of two thirds of the members present at the meeting.

(7) The trustees 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.

(8) The trustees may appoint one or more sub-committees consisting of three or more designated members of the Charity for the purpose of any inquiry or supervising or performing any function or duty which in the opinion of the trustees would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the trustees.

K  RECEIPTS AND EXPENDITURE

(1) The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the trustees in the name of the Charity at such bank or building society as the trustees shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the trustees committee.

(2) The funds belonging to the charity shall be applied only in furthering the objects.

L  PROPERTY

The trustees committee shall cause the title to:

(a) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and

(b) all investments held by or on behalf of the Charity.

be vested in not less than three individuals appointed by them as holding trustees. A holding trustee shall hold office during his lifetime or until he shall resign or until a resolution removing him from office shall be passed at an trustees committee meeting of the Charity.  All property of the Charity shall be held by the Trustees in their own names for the use and benefit of the Charity. The trustees shall have power to sell, lease or mortgage or pledge any property of the Charity for the purpose of raising or borrowing for the benefit of the Charity with the consent of the trustees, but no purchaser, lessee or mortgage shall be concerned to enquire whether such consent has been given.  Once the mortgage is fully repaid the trustees are required to hold the deeds of the property.

M. ACCOUNTS

The trustees committee shall comply with their obligations under the charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:-

(1) The keeping of accounting records for the charity, a report of the current financial state of the Charity shall be made at each bi-monthly meeting of the committee.

(2) The preparation of annual statements of account of the Charity;

(3) The accounts of the Charity shall be audited by an accountant appointed by the trustees committee in the first instance and thereafter at each annual general meeting.

(4) The transmission of the statements of account of the Charity to the Commissioners

N. ANNUAL REPORT

The trustees committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that act) with regard to the preparation of an annual report and its transmission to the Commissioners.

O. ANNUAL RETURN

The trustees committee shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

P. ANNUAL GENERAL MEETING

(1)  There shall be an Annual General Meeting of the Charity which shall be held in the month of June or July in each year.

(2)  Every annual general meeting shall be called by the trustees committee:

(i) The minimum period of notice required to hold any general meeting of the charity is fourteen clear days from the date on which the notice is deemed to be given

(ii) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.

(iii) The notice must be given by the secretary to all the members and trustees

(3)  If the chair is not present, before any other business is transacted, the persons present shall appoint a chair of the meeting.

(4) The trustees committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.

(5) Nominations for election to the trustees committee must be made by members of the Charity in writing and must be in the hands of the secretary of the trustees committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

Q. SPECIAL GENERAL MEETINGS

The trustees committee must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the trustees fail to hold the meeting within twenty-eight days of he request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.

R. PROCEDURE AT GENERAL MEETINGS

(1) The secretary or other person specially appointed by the trustees committee shall keep a full record of proceedings at every general meeting of the Charity.

(2) There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present at any general meeting.

(3) Minutes of all meetings held shall be made available to all members of the Charity either electronically or by display in the centre.

S.  NOTICES

If a notice is required to be served on a member of the charity, it will be sent to that member’s last known email address with a read receipt. If no email address is recorded, a letter addressed to the member’s last known postal address shall be sent and deemed to have been received within 10 days of posting.

T.  ALTERATIONS TO THE CONSTITUTION

(1)  Subject to the following provisions of this clause the Constitution may be altered by a resolution passed but 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 alterations proposed. 

(2)  No amendment may be made to clause A, clause C, clause I, clause W or this clause without the prior consent in writing of the Commissioners. 

(3)  No amendment may be made which would have the effect of making the Charity cease to be a charity at law.

(4)  The trustees committee should promptly send to the Commissioners a copy of any amendment made under this clause.

U.  EXCLUSION OF LIABILITY

Neither the trustees committee nor any member of the Charity shall be personally liable to any member or other visitor for any injury sustained by him, or for any loss or damages occurring to his property while he is attending or taking part in any meeting of the Charity or any committee or activity organised by the Charity for any reason except wrongdoing or wrongful omission or willful and gross negligence on the part of the trustees. An incident occurring on the Charity’s premises is covered by Public Liability Insurance.  An incident occurring at the member’s home is covered by that member’s home policy.

V.  DATA PROTECTION ACT

Membership of the Charity and acceptance of these rules by members shall be deemed to constitute consent by that member to holding by the Charity of that member’s name, address and telephone number as personal data for the purposes of the Data Protection Act 1984.

W.  DISSOLUTION

If the trustees 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 trustees committee shall have the power to realize 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 Commissioners.

This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document. 

Signed………………………………………………Chairman

       ……………………………………………….Secretary

       ……………………………………………….Treasurer

       ………………………………………………..Membership Secretary

       ………………………………………………...Committee Member

E-copy unsigned