Constitution

3. Objects

The charity’s objects (‘the objects’) are:

Provide a local village newsletter delivered quarterly to every dwelling in the parish with special issues as and when appropriate. It is open to any village resident or voluntary group to participate in its operation. It is owned by the village residents and is free and independent of any financial, political or statutory bodies.

The newsletter is financed mainly through the sale of advertising and run by volunteers. Any surpluses from paid advertising can be distributed by way of grants to local organizations or individuals for the development of the village or the individuals that will contribute to local village life.

[Nothing in this constitution shall authorise an application of the property of the charity for purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and/or section 2 of the Charities Act (Northern Ireland) 2008.]

4. Application of income and property

1. The income and property of the charity shall be applied solely towards the promotion of the objects.
   • (a) A charity trustee is entitled to be reimbursed from the property of the charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity.
   • (b) A charity trustee may benefit from trustee indemnity insurance cover purchased at the charity’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
2. None of the income or property of the charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the charity. This does not prevent a member who is not also a trustee from receiving:
   • (a) a benefit from the charity in the capacity of a beneficiary of the charity;
   • (b) reasonable and proper remuneration for any goods or services supplied to the charity.

No charity trustee or connected person may:

• (a) buy or receive any goods or services from the charity on terms preferential to those applicable to members of the public;
• (b) sell goods, services or any interest in land to the charity;
• (c) be employed by, or receive any remuneration from, the charity;
• (d) receive any other financial benefit from the charity;

unless the payment is permitted by sub-clause (2) of this clause, or authorised by the court or the Charity Commission (‘the Commission’). In this clause, a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a monetary value.

• (a) A charity trustee or connected person may receive a benefit from the charity in the capacity of a beneficiary of the charity 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 charity where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011.
• (c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the charity with goods that are not supplied in connection with services provided to the charity by the charity trustee or connected person.
• (d) A charity trustee or connected person may receive interest on money lent to the charity 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 charity. The amount of the rent and the other terms of the lease must be reasonable and proper.
• (f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the charity on the same terms as members of the public.

The charity and its charity trustees may only rely upon the authority provided by sub-clause 2(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 an agreement in writing between the charity 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.
• (c) The other charity trustees are satisfied that it is in the best interests of the charity to contract with the supplier rather than with someone who is not a charity trustee.
• (d) The supplier is absent from the part of any meeting at which there is discussion of the proposal.
• (e) The supplier does not vote on any such matter and is not to be counted for the quorum.
• (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 clause 5.

6. Dissolution

1. If the members resolve to dissolve the charity the trustees will remain in office as charity trustees and be responsible for winding up the affairs.
2. The trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities.
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 the charity;
   • (c) in such other manner as the Charity Commission may approve in writing in advance.
4. The members may pass a resolution specifying the manner in which the trustees are to apply the remaining property or assets, provided it is consistent with sub-clause (3).
5. In no circumstances shall the net assets of the charity be paid to or distributed among the members (except to a member that is itself a charity).
6. The trustees must notify the Commission promptly that the charity has been dissolved.

7. Amendment of constitution

7.1 The charity may amend any provision contained in Part 1 of this constitution provided that:

• (a) no amendment may be made that would have the effect of making the charity cease to be a charity at law;
• (b) no amendment may be made to alter the objects if the change would undermine the previous objects;
• (c) no amendment may be made to clause 3, 4, 5, 6 or 7 without the prior consent in writing of the Commission;
• (d) any resolution is passed by not less than two thirds of the members present and voting.

7.2 Any provision contained in Part 2 may be amended by resolution passed by a simple majority.

7.3 A copy of any resolution amending this constitution shall be sent to the Commission within twenty one days.

8. Membership

1. Membership is open to individuals over eighteen or organisations who are approved by the trustees.
2. • (a) The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the charity to refuse the application.
   • (b) The trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.
   • (c) The trustees must consider any written representations the applicant may make about the decision. The trustees’ decision following any written representations must be notified to the applicant in writing but shall be final.
3. Membership is not transferable to anyone else.
4. The trustees must keep a register of names and addresses of the members which must be made available to any member upon request.

9. Termination of membership

Membership is terminated if:

1. the member dies or, if it is an organisation, ceases to exist;
2. the member resigns by written notice to the charity unless, after the resignation, there would be less than two members;
3. any sum due from the member to the charity is not paid in full within six months of it falling due;
4. the member is removed from membership by a resolution of the trustees that it is in the best interests of the charity. A resolution to remove a member may only be passed if:
   • (a) the member has been given at least twenty one days’ notice in writing of the meeting and the reasons why it is to be proposed;
   • (b) the member or the member’s representative has been allowed to make representations to the meeting.

10. General meetings

1. The charity must hold a general meeting within twelve months of the date of the adoption of this constitution.
2. An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.
3. All general meetings other than annual general meetings shall be called special general meetings.
4. The trustees may call a special general meeting at any time.
5. The trustees 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.

11. Notice

1. The minimum period of notice required is fourteen clear days.
2. A general meeting may be called by shorter notice if agreed by all members entitled to attend and vote.
3. The notice must specify the date, time, place, and the nature of the business.
4. Notice must be given to all members and to the trustees.

12. Quorum

1. No business shall be transacted unless a quorum is present.
2. A quorum is:
   • (a) 51% members entitled to vote; or
   • (b) one tenth of the total membership, whichever is the greater.
3. Representatives of member organisations count toward the quorum.
4. If a quorum is not present within half an hour, the meeting shall be adjourned.
5. Trustees must give at least seven clear days’ notice of the re-convened meeting.
6. If no quorum is present at the re-convened meeting within fifteen minutes, the members present shall constitute the quorum.

13. Chair

1. General meetings shall be chaired by the elected Chair. (for the purpose of this pending application, the chair is Jeff Teasdale)
2. If the Chair is not present, a trustee nominated by the trustees shall chair.
3. If no trustee is willing or present, members must choose one of their number to chair.

15. Votes

1. Each member has one vote. In the event of a tie, the chair has a casting vote.
2. A written resolution signed by all members entitled to vote is as effective as a resolution passed at a meeting.