Constitution of Darite Heritage
This is the constitution of Darite Heritage. Readership is public. A paper copy of this document, signed by the Committee, is lodged with the secretary of the Group.
1. NameThe group shall be known as 'Darite Heritage' (“the Group”).
2. AimsThe aims of the Group shall be to:
- Promote research and undertake projects relating to the history and environment of the area surrounding the settlement of Darite in St.Cleer Parish, Cornwall from time to time as determined by the Committee or external funders; and
- store, communicate and publish the results for the benefit of the community of Darite Village and St.Cleer parish.
3. PowersIn furtherance of the aims, but not otherwise, the Management Committee may exercise the power to:
- promote environmental improvement and conservation by educating, encouraging and assisting the local population in environmental practice, working in partnership with similar groups and organisations;
- invite and receive contributions and raise funds where appropriate, to finance the work of the Group, and to open a bank account to manage such funds;
- buy and maintain equipment useful for meeting the aims of the Group;
- publicise and promote the work of the Group and organise meetings, training courses, events and seminars;
- work with groups of a similar nature and exchange information, advice and knowledge with them, including coöperation with other voluntary bodies, charities, statutory and non-statutory organisations;
- employ staff and volunteers (who shall not be members of the Management Committee) as are necessary to conduct activities to meet the aims;
- take any form of action that is lawful, which is necessary to achieve the aims of the Group.
- Membership is open to anyone who has an interest in the aims of the Group and is willing to adhere to its rules.
- Members are entitled to vote at Special Meetings of the Group and to make use of the Group's resources to further the aims of the Group.
- New members do not gain voting rights until after the first Special Meeting following their joining date.
- Rules of the Group shall be consistent with its constitution, maintained in a public document and determined by the Management Committee described in section 5.
- Where it is considered that membership would be detrimental to the aims and activities of the Group, the Management Committee shall have the power to refuse membership, or may terminate or suspend the membership of any member by resolution passed at a meeting.
- Any member may resign their membership by providing the Secretary with written notice.
- The Group shall be administered by a Management Committee of no less than five (5) people who are members of the Group.
- Committee members are volunteers who serve for a period of up to one year and may then be re-elected at the Group’s AGM.
- Officer roles assigned to specific people have a maximum term of three (3) years, after which the assigned person must stand down from the role for a period of at least a year to allow the skills involved to be distributed amongst the Group.
- The Committee may co-opt any person to the Committee from time to time where that person has particular experience or skills to contribute to the aims of the Group.
- A majority decision of the Committee shall be binding. The Committee reserves the right to seek the views of members at annual meetings or other specially convened meetings on any matter considered to be of vital interest to members.
5.1 OfficersOfficers are Management Committee members nominated by the Committee to perform specific functions.
- A Chair person shall preside at each meeting of the Committee and at the Annual General Meeting. The person performing this function shall be a Committee member nominated during a preceding meeting so that chairmanship duties frequently rotate amongst the Committee members.
- A Secretary shall be responsible for keeping minutes of all meetings of the Committee and for all correspondence between the Group and outside parties. Minutes must be accessible to interested parties. The secretary is also responsible for maintaining membership lists. This role is assigned to a specific person at the AGM.
- A Treasurer shall be responsible for the duties described in section 5.2. This role is assigned to a specific person at the AGM.
- An Equipment Manager shall be responsible for inventory of equipment and archives. They will ensure that material is correctly stored, maintained and issued. This role is assigned to a specific person at the AGM.
- Any money acquired by the Group shall be paid into an account operated by the Management Committee in the name of the Group. All funds must be applied to the aims of the Group and for no other purpose.
- Any deeds or cheques relating to the Group's bank account(s) shall be signed by at least two (2) of the Group's officers.
- The Group's Treasurer shall be responsible for receiving all monies due to the Group, prompt payment of debts and the keeping of accurate records of accounts. Accounts are to be independently examined annually and a financial report shall be published to members at least one week in advance of the AGM. The Group's accounting year shall be determined by the Management Committee.
- Meetings of the Committee shall be arranged by the acting Chair in conjunction with the Secretary. An agenda shall be prepared and circulated to Committee members at least one week before the date of the meeting. Such meetings shall take place not less than four times per year.
- Meetings are not open to the general public unless the Committee makes specific arrangements for that to be so.
- All meetings must be minuted and the minutes accessible to members.
- All members shall be given at least fourteen (14) days’ notice of when a meeting is due to take place, unless it is deemed as an emergency.
- A quorum of 5 Committee members must be present at a meeting before a resolution can be passed.
- Members must declare any pecuniary interest they may have in an issue under discussion.
- Resolutions are normally binding for a period of 12 months before they can be reconsidered.
- Special meetings are meetings in which all members are entitled to vote on issues documented in the agenda, and only those issues, which must be published at least fourteen days in advance of the meeting.
- Voting at Special meetings shall be by show of hands and decided by majority. In the case of a tied vote, the Chair shall make the final decision.
- The Annual General Meeting (AGM) is a Special meeting that shall take place no later than three (3) months and no sooner than one month after the end of the financial year. The purpose of the AGM is to receive reports of activity in the preceding year, approve the financial report, to elect officers and to consider other issues that may be in the agenda.
- Members may propose issues for consideration at the AGM in writing to the Secretary. Such proposals must be sent at least twenty eight (28) days in advance of the AGM.
6. Intellectual Property Rights
- For the purpose of this Constitution Intellectual Property Rights shall have the meaning as defined in the Copyright, Patents and Design Act (1988) as amended.
- The Caradon Hill Area Heritage Project as a partner of this Group will be able to loan and use (appropriately credited) any resulting research to underpin the aims and objectives of that Project.
7. Variation to this Constitution
- This Constitution may be modified by a resolution passed by a three fourths majority of the members present in person, or by proxy at a special meeting convened for that purpose and of which notice has been served to all members at least twenty eight (28) days in advance.
- A variation to the Constitution shall be executed in writing and signed as approved by the Chair, Secretary and Treasurer.
- Dissolution of the Group may be effected only by a resolution passed by three fourths majority of the members present in person or by proxy at a Special Meeting convened for that purpose and of which notice has been served to all members at least twenty eight (28) days in advance.
- Steps must be taken to dissolve the Group if there have been no Committee Meetings for a period of nine (9) months or if the number of members falls below the number required to maintain a quorum.
- If a motion to dissolve the Group is carried by the said majority, then unless any third party funding agreement expresses otherwise, the Group's funds, property and any assets shall be given or transferred to such other charitable institution or institutions having aims similar to the aims of the Group and if in so far effect cannot be given to this provision then to some other charitable purpose.
9. AdoptionThis constitution was adopted at an AGM held at Darite Hall on 2011-09-20.
Signatures of Committee members present:
UpdatesThis document is maintained by Darite Heritage. Comments are always welcome and should be addressed to heritage at darite dot org dot uk.
- PNJ, 2011-06-24. Constructed based on draft historical group document, supplied by Martin Shead, dated 2011-02-26.
- PNJ, 2011-06-26. Merged in the draft environmental group
constitution dated 2011-02-26.
Adjusted in the light of Ten Steps to Writing a Constitution, which originates at grantfinder.co.uk, supplied to DH by CHAHP at around 2011-04-27. Also made some minor changes of wording for clarity. Details below.
- Changed the wording of 2b from 'and to St Cleer Parish as required' to 'and St Cleer Parish'.
- Created a new 'Powers' section to separate that from the aims and objectives. This is expanded and reworded compared to the original documents, based on the example constitution noted above. Added a clause about buying and maintaining equipment, which is not in the example constitution.
- Removed the meeting date from the membership section. Reworded it to be more similar to the example, but left out the clause about appeals. I've not placed any limit on numbers.
- Changed the wording 'majority verdict' to 'majority decison'.
- Changed the wording about the officers of the committee to reflect reality. Added a maintenance of membership lists responsibility to the Secretary role.
- Added a temporary notes section to highlight matters to be discussed.
- Changed the wording about variation of the constitution and about the dissolution of the group.
- Added an adoption section.
- PNJ, 2011-07-26.
Made amendments based on discussions at the meeting of 2011-06-29.
- Added a clause about entitlement in the membership section.
- Split the governance section with subsections on officers, finance and meetings.
- Changed the wording in the Governance section about committee members election to make it easier to join the committee while retaining the powers of the membership to elect who serves in the long term. Also stated that Officers are assigned by the committee so that the group doesn't stall if there's a need to change officers at short notice.
- Added an equipment manager to the list of officers.
- Expanded the financial section to include annual account scrutiny and report.
- Added a clause about rules in the Membership section.
- Explicitly documented the distinction between Committee Meetings and Special Meetings in the meetings section. Added rules about the timing of meeting notices and the submission of issues for consideration at the AGM. Added a clause about voting.
- Removed the phrase "Subject to provision 6 (a)" from the Variation section, since we don't understand what it means.
- Minor wording and punctuation corrections.
- PNJ, 2011-07-28.
Amendments based on feedback from Andy Robinson and the DH
- Added a clause about pecuniary interest suggested by Howard Jones.
- Added a clause about membership not granting voting rights immediately, as suggested by Andy Robinson.
- Added a clause about resolutions being binding for 12 months, as suggested by Andy Robinson.
- Added a constraint that Officer roles assigned to specific people last for up to 3 years with an enforced break of at least one year, along the lines of a suggestion by Andy Robinson.
- Added a clause stating that committee meetings are by default not open to the public.
- Removed the reference to a Deputy Chair in the meetings section.
- Added an extra paragraph to the dissolution section to force dissolution when there is evidence that the group is unsustainable.
- PNJ, 2011-07-29. Minor corrections to wording.
- PNJ, 2011-08-14. Minor changes after an informal meeting on
- Replaced all mention of "objects" with "aims" for consistency.
- Removed a repeated phrase found by Martin Shead in the finance section.
- Contracted the wording of the independent accounts examination.
- Removed the Notes section.
- Changed the confidentiality metadata to public.
- Entered the likely adoption date.
$Change: 6385 $ $DateTime: 2012/01/14 14:07:13 $ $Author: JACKSON_PN $