1. Name
The name of the organisation shall be ‘Quaggy Waterways Action Group’ (hereinafter referred to as QWAG or the Charity).
2. Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this Constitution and by the members of the Committee, constituted by clause 5 of this Constitution (‘the Committee’).
3 Objects
To promote the conservation, protection and improvement of the River Quaggy and its tributaries including its flora and fauna for the public benefit.
4 Powers
In furtherance of the objects but not otherwise the Committee may exercise the following powers:
(i) power to raise funds and to invite and receive contributions provided that in raising funds the Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(ii) power to accept gifts and donations;
(iii) 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;
(iv) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
(v) power subject to any consents required 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;
(vi) power to employ such staff (who shall not be members of the 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 dependants;
(vii) 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;
(viii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(ix) power to appoint and constitute such advisory committees as the Committee may think fit;
(x) power to do all such lawful things as are necessary for the achievement of the objects.
5 Officers
(1) There shall be four named officers of the Charity: Chair, Vice-Chair, Secretary and Treasurer and up to six other committee members who shall be Trustees of the Charity. These shall be elected positions, to be filled by simple majority vote at the Annual General Meeting after the officers’ reports have been accepted. The existing Chair shall have the casting vote in the event of nominees for a particular post receiving the same number of votes (including the position of Chair).
(2) The Trustees will manage the Charity and are empowered to act collectively on behalf of the Charity in all matters except constitutional changes. Such power shall be exercised in conformity with decisions taken at general meetings and previous Annual General Meetings.
(3) No more than two of the above positions will be occupied by representatives of one affiliating organisation.
(4) Committee members are required to be fully paid up individual or family members of the organisation at the date of the Annual General Meeting.
(5) The named officers are empowered to co-opt unlimited additional members to undertake specific functions and / or tasks within the Charity. These co-opted members shall not be Trustees of the Charity and shall not vote on Trustees’ resolutions.
(6) The named officers are empowered to approach such persons as they may deem appropriate to fill honorary posts such as Honorary President or Honorary Patron.
(7) Trustees may resign their post at any general meeting. The vacancy arising may then be filled by simple majority vote at the same general meeting or at a subsequent general meeting. The existing Chair shall have the casting vote in the event of nominees for the vacant post receiving the same number of votes (including the position of Chair).
(8) Members attending a general meeting will have the power to remove any named officer who has failed to attend at least one of the three previous general meetings and to fill the vacancy by simple majority vote at the same general meeting.
(9) A Trustee shall cease to hold office if he or she is disqualified from acting as a member of the Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision).
(10) A Trustee shall cease to hold office upon death or if he or she becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs.
(11) No Trustee 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 Committee) in any contract entered into by the Committee.
(12) Trustees must hold at least 3 meetings each year. Trustees may act by majority decision. At least 3 trustees must be preset at the meeting to be able to take decisions. Minutes shall be kept for every meeting. Meetings may be held and decisions taken by telephone, email or other means.
6 Membership and general meetings
(1) Individuals, community groups and other organisations, with the same aims as QWAG with regard to the Quaggy River, may become members of the Charity by paying an annual subscription. However, groups and organisations will only be entitled to one vote irrespective of the number of people they represent.
(2) The Charity will ratify at the Annual General Meeting any subscription levels based on a recommendation submitted by the Treasurer.
(3) All members are entitled to attend general meetings and vote.
(4) The Charity, via members at a general meeting will have the power to refuse membership to any individual, community group or other organisation or to withdraw membership from any individual, community group or other organisation (subject to appeal at a subsequent general meeting).
(5) All members will be informed of progress as appropriate during the calendar year either by newsletter or by general meeting minutes.
(6) General meetings shall be held on a bi-monthly basis.
(7) A general meeting (including the Annual General Meeting) shall be quorate if six members or 5% of the membership (whichever is the greater) are present at the scheduled start time of the meeting (of whom two must be named officers).
(8) In the first six months of the calendar year an Annual General Meeting shall be held. The written notice required for such meetings shall be 28 days, and will be sent to all members. The quorum for the Annual General Meeting shall be the same as for ordinary general meetings. The business to be transacted at the Annual General Meeting shall be:
1 apologies for absence
2 minutes of the previous Annual General Meeting
3 Chair’s report
4 Secretary’s report
5 Treasurer’s report including independently reviewed accounts
6 election of named officers
7 election of independent reviewer
8 other business to be transacted at the Annual General Meeting.
(9) A Special General Meeting will be held if twenty-four members or 20% of the membership (whichever is the greater) sign a petition calling for such a meeting. The notice calling such a meeting shall be issued within 10 days of the Chair receiving the petition. The meeting will be held at the earliest convenient date as decided by the Committee.
7 Finance
(1) The Treasurer shall keep full and proper accounting records (which should include the value of any assets held) of the receipts and payments of the organisation, and report on them as required under the Charities Act 1993 (or any statutory re-enactment or modification of that Act). The Treasurer shall also pay, out of the funds of the organisation, all proper expenses of administration and management of the organisation on receipt of suitable proof of payment.
(2) The Treasurer shall be responsible for the transmission of the statements of account of the Charity to the Commission.
(3) The organisations financial year shall run from 1 January to 31 December i.e. the calendar year.
(4) After the payment of expenses of administration and management of the organisation, and the setting aside to reserve of such funds as may be deemed expedient, the remaining funds shall be applied in the furtherance of the purposes of the organisation.
(5) All cheques will be signed by two named officers one of whom shall be the Treasurer.
(6) The accounts presented at the Annual General Meeting will have been examined by the independent reviewer elected at the previous Annual General Meeting.
8 Property
(1) Subject to the provisions of sub-clause (2) of this clause, the 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; to be invested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Committee at their pleasure and shall act in accordance with the lawful directions of the Committee. Provided they act only in accordance with the lawful direction of the Committee, the holding trustees shall not be liable for the acts and defaults of its members.
(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Committee may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
9 Annual Report
The committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of the Act) with regard to the preparation of an annual report and its transmission to the Commission.
10 Annual Return
The committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of the Act) with regard to the preparation of an annual return and its transmission to the Commission.
11 Amendments and revisions to Constitution
(1) Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a General Meeting of the Charity for which 28 days notice will be given to all members. The notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed.
(2) No amendment may be made to Clause 1 (the name of charity clause), Clause 3 (the objects clause), Clause 5 (11) (Committee Members not to be personally interested clause), Clause 12 (the dissolution clause) or this clause without the prior consent in writing of the Charity 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 Committee should promptly send to the Charity Commission a copy of any amendment made under this clause.
12 Dissolution
If the 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 28 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 Committee shall have power to realise 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 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 Commission.
