MODIFIED constitution of

 

Upton Snodsbury Parish Recreational Association

 

 

1.         Name of the charity

The name of the charity is Upton Snodsbury Parish Recreational Association, also known as and herein referred to as USPRA.

 

OBJECTS

 

2.         Objects of the charity

The objects of USPRA are to provide a recreation ground and recreational facilities for the benefit of the community of the Parish of Upton Snodsbury in Worcestershire, and persons who by reason of youth, age, infirmity, disability, poverty or social and economic circumstances have special need of such facilities, with a view to improving their conditions of life, without distinction of political, religious or other opinions.

 

POWERS OF THE COMMITTEE

 

3.         Powers of the Committee

In addition to any other powers which they have, the Committee may exercise the following power in furtherance of the objects of USPRA:

the power to make rules and regulations consistent with this constitution for the management of USPRA.  The rules may include the terms and conditions upon which the recreation ground may be used by persons or bodies other than the Committee and the sum (if any) to be paid for such use.

 

COMMITTEE

 

4.         Committee of management

(1)       There should be eight elected members.

(2)       The members of the Committee are the managing trustees of USPRA.

(3)       The term of office of all elected members of the Committee will be two years. The term of office will end at the end of the second Annual General Meeting following the date on which they came into office except as a consequence of Clause 10. Previous members may be re-elected.

(4)       At each Annual General Meeting there will be an election to replace the four members of the Committee who have served for two years.  In addition to these positions, there will also be an election for other positions on the Committee which have come available as a consequence Clause 10 (Termination of membership of the Committee).

 

5.         Elected members

 (1)      In the event of any of the elected positions on the Committee being unfilled at the Annual General Meeting or any subsequently becoming vacant as a consequence of Clause 10 (Termination of membership of the Committee) then the Committee may co-opt members to the Committee to fill the unfilled elected positions. The appointment must be made at an ordinary meeting of the Committee.  The appointment will be effective from the end of that meeting until the end of the following Annual General Meeting.

(2)       All co-opted members of the Committee who gain their position through sub clause (1) must be residents of the Parish of Upton Snodsbury.

 

6.         Special Co-opted Members of the Committee

            The Committee may co-opt not more than two other persons to the Committee in addition to the eight elected or co-opted members appointed under Clause 5 (Elected Members).  These members will be known as Special Co-opted Members. These members of the Committee do not necessarily have to be residents of the Parish of Upton Snodsbury. The appointment must be made at an Ordinary Meeting of the Committee.  The appointment will be effective from the end of that meeting until the end of the following Annual General Meeting.

 

7.         New members of the Committee

            The Committee must give each new member of the Committee on their first appointment:

(1)       a copy of this governing instrument and any amendments made to it;

(2)       a copy of USPRAÕs latest report and statement of accounts.

 

 

8.         Register of members of the Committee

(1)       The Committee must keep a register of the name and address of every member of the Committee and the dates on which their terms of office begin and end.

(2)       Before acting as a member of the Committee, every member of the Committee must (whether on their first appointment or on any later re-appointment) sign in the register a declaration of acceptance and willingness to act in accordance with the trusts and objects of USPRA.

 

9.         Members not to have a personal interest

Except with the prior written approval of the Commissioners no member of the Committee may:

(1)       receive any benefit in money or in kind from USPRA, except as a resident of the Parish of Upton Snodsbury as outlined in Clause 2 and for the option for USPRA to acquire trustee indemnity insurance; or

(2)       have a financial interest in the supply of goods or services to USPRA; or

(3)       acquire or hold any interest in property of USPRA.

 

10.       Termination of membership of the Committee

            A member of the Committee will cease to be a member if he or she:

(1)       is disqualified from acting as a trustee by section 72 of the Charities Act 1993;

            or

(2)       is absent without the permission of the Committee from all their meetings held within a period of 6 months and the Committee resolves that his or her office be vacated; or

(3)       gives not less than one monthÕs notice in writing of his or her intention to resign (but only if three members of the Committee will remain in office when the notice of resignation is to take effect).

(4)       or dies.

 

OFFICERS

 

11.       Chairperson

(1)       At their first meeting in each year after the Annual General Meeting the members of the Committee must elect one of their number to be Chairperson of their meetings.

(2)       The members of the Committee present at a Committee meeting must elect one of their number to chair the meeting if the Chairperson is not present or the office of Chairperson is vacant.

 

12.       Secretary and treasurer

            The Committee may appoint a secretary and treasurer.  The offices may be held by:

(1)       members of the Committee (who must not receive any reward for acting and who may be dismissed as secretary or treasurer at any time); or

(2)       some other suitable persons (who may be employed upon such reasonable terms, including terms as to notice, as the Committee think fit).

 

MEETINGS OF COMMITTEE

 

13.       Ordinary Meetings

(1)       The Committee must hold at least two (2) Ordinary Meetings in each year.

(2)       Ordinary Meetings require at least ten (10) daysÕ notice.

(3)       The Chairperson, or any two (2) members of the Committee, may call an Ordinary Meeting.

 

14.       Special Meetings

(1)       The Chairperson, or any two (2) members of the Committee, may call a Special Meeting.

(2)       The notice calling a Special Meeting must include details of the single item of business to be transacted at the meeting.

(3)       The Special Meeting will only consider the business as notified to the members of the Committee.

(2)       Special Meetings require at least seven (7) daysÕ notice.

(4)       A Special Meeting may, but need not, be held immediately before or after an Ordinary Meeting.

 

15.       Quorum

(1)       Subject to sub-clause (2) below, no business may be transacted at Committee meetings unless there are present at least four (4) of the total number of members of the Committee.

(2)       If there are three (3) or fewer members of the Committee in office, the Committee may take such action as is required for the purpose of filling vacancies in its number,  but it may not do any other business.

 

16.       Voting

Every matter must be decided by majority decision of the members of the Committee present and voting at a duly convened meeting of the Committee.

 

17.       Recording of meeting

The Committee must keep a proper record of its meetings.  The record must be retained by:

(1)       the secretary; or

(2)       another suitable person appointed by the Committee to do so who must allow the members of the Committee access to it.

 

18.       Members of the Committee to act jointly

The members of the Committee must exercise their powers jointly, at properly convened meetings.

 

ANNUAL GENERAL MEETING

 

19.       Annual General Meeting

(1)       There must be an Annual General Meeting of USPRA in May of each year, or as soon as possible thereafter.

(2)       All residents of the Parish of Upton Snodsbury of eighteen (18) years and upward must be allowed to attend and vote at the meeting.  The Committee will allow residents who are under eighteen (18) to attend (but not vote at) the meeting.

(3)       Public notice of the meeting must be given in the Parish of Upton Snodsbury at least twenty eight (28) days before the meeting.

(4)       The Chairperson of the Committee will chair the Annual General Meeting.  The members of the Committee who are present must elect one of their number or a resident of the Parish of Upton Snodsbury to chair the meeting if the Chairperson is not present.

(5)       At the meeting the Committee must present the report and accounts for the last financial year. 

(6)       The meeting will consider any proposal put to the meeting from five residents of the Parish of Upton Snodsbury, having submitted the written proposal to the Committee no less than fourteen (14) days in advance of the date of the Annual General Meeting.

(7)       Every matter must be decided by majority decision of those present and entitled to vote according to sub-clause (2) above.

(8)        The quorum of an Annual General Meeting shall be six (6) residents of the Parish of Upton Snodsbury.

 

 

GENERAL MEETING

 

20.       General Meeting

 

(1)           A General Meeting of USPRA will be convened by the Committee upon receipt of a request from five (5) residents of the Parish of Upton Snodsbury. A request shall include the specific proposal in writing to be considered at the meeting.

(2)           The Committee may convene a General Meeting to consider a proposal from the Committee.

(3)           The Committee shall convene the General Meeting within twenty eight (28) days of receipt of the request for the meeting.

(4)       The Chairperson of the Committee will chair the General Meeting.  The members of the Committee who are present must elect one of their number or a resident of the Parish of Upton Snodsbury to chair the meeting if the Chairperson is not present.

(5)       All residents of the Parish of Upton Snodsbury of eighteen (18) years of age and upward must be allowed to attend and vote at the meeting.  The Committee will allow residents who are under eighteen (18) years of age to attend (but not vote at) the meeting.

(6)        Public notice of the meeting and the specific proposal to be considered must be given in the Parish of Upton Snodsbury at least fourteen (14) days before the meeting.

(7)        Only the proposal submitted at the time of the request for the General Meeting shall be considered at that meeting.

(8)       Every matter must be decided by majority decision of those present and entitled to vote according to sub clause (5) above. 

(9)        The quorum of a General Meeting shall be six (6) residents of the Parish of Upton Snodsbury.

 

USPRA PROPERTY

 

21.       Property

 (1)      The Trustees must ensure the title to:

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

(b) all investments held by or on behalf of USPRA,

is vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees.

(2)       The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of USPRA.

(3)       The Trustees may remove the holding trustees at any time.

 

22.       Use of income and capital

            (1)       The Committee must firstly apply:

                        (a)       USPRAÕs income; and

                        (b)       if the Committee think fit, expendable endowment; and

(c)       when the expenditure can properly be charged to it, its permanent endowment in meeting the proper costs of administering USPRA and of managing its property (including the repair and insurance of its buildings).

(2)       After payment of these costs, the Committee must apply the remaining income in furthering the object of USPRA.

(3)       The Committee may also apply for the object(s) of USPRA:

            (a)       expendable endowment; and

(b)       permanent endowment, but only on such terms for the replacement of advance.

 

23.       Disposal of land

(1)       Subject to the provisions of this clause, the Committee may dispose of all or any part of any land to which it holds title.  (The Committee must comply with the restrictions on disposal imposed by section 36 of the Charities Act 1993, unless the disposal is excepted from these restrictions by section 36(9)(b) or (c) or section 36(10) of that Act).

(2)       The Committee may only dispose of the land if:

(a)       the Committee decide that the land is no longer required for use as a recreation ground; and

(b)           the decision to dispose is confirmed by a resolution passed at an Annual General Meeting or General Meeting.

 (3)      The Committee must invest the proceeds of any such disposal in trust for the objects of USPRA.

(4)       The Committee may only apply the income and expendable endowment in furthering the object of USPRA.

 

AMENDMENT TO CONSTITUTION

24.       Amendments

(1)       Subject to the provisions of this clause, the provisions of this constitution may be amended.

(2)       Any amendment must be made by a resolution passed at an Annual General Meeting or General Meeting.  The notice of the meeting must include notice of the resolution, setting out the terms of the amendment proposed.

(3)       The Committee must not take any amendment which would:

(a)       vary this clause;

(b)       vary clauses 2 (object clause), 21 (property), 22 (use of income and capital) and 23 (power to dispose of property) of this constitution;

(c)       confer a power to dissolve USPRA;

(d)       enable permanent endowment of USPRA to be spent.

 (4)      The prior written approval of USPRA Commissioners of England and Wales must be obtained to any amendment which would:

            (a)       change the name of USPRA;

(b)       vary the powers of investment exercisable by the Committee.

(5)       The Committee must:

(a)       promptly send the Charity Commissioners of England and Wales a copy of any amendment made under sub-clause 3 of this clause; and

(b)       keep a copy of any such amendment with the governing document.

 

DISSOLUTION

 

25.       Dissolution of the Charity

 

(1)           If a meeting of USPRA resolves to dissolve USPRA then the Trustees will remain in office as USPRA trustees and be responsible for winding up the affairs of USPRA in accordance with this clause.

(2)           The Trustees must collect in all the assets of USPRA and must pay or make provision for all the liabilities of USPRA.

(3)           The Trustees must apply any remaining property or money:

(a)  directly for the Objects;

(b)  by transfer to any charity or charities for purposes the same as or similar to USPRA;

(c)  in such other manner as the Charity Commissioners for England and Wales (Òthe CommissionÓ) may approve in writing in advance.

(4)           A resolution at a meeting of USPRA may be passed before or at the same time as the resolution to dissolve USPRA specifying the manner in which the Trustees are to apply the remaining property or assets of USPRA and the Trustees must comply with the resolution if it is consistent with paragraphs (a) to (c) inclusive in sub clause (3) above.

(5)           In no circumstances shall the net assets of USPRA be paid to or distributed among the residents of the Parish of Upton Snodsbury.

(6)           The Trustees must notify the Commission promptly that USPRA has been dissolved. If the Trustees are obliged to send USPRAÕs accounts to the Commission for the accounting period which ended before its dissolution, they must send to the Commission USPRAÕs final accounts


 

 
END

3rd October 2005