adopted on the 8th day of January 2001
amended on the 18th day of February 2002
The name of the Association is Exchange 2 ("the Charity")
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 Executive Committee, constituted by clause 7 of this constitution ("the Executive Committee").
The Charity's objects ("the objects") are for the benefit of the inhabitants of Harleston and the surrounding area:
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
(v) power to employ such staff (who shall not be members of the Executive 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;
(vi) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objectsor of similar charitable purposes and to exchange information and advicewith them;
(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(1) Membership of the Charity shall be open to any person over the age of 18 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Executive Committee.
(2) Every member shall have one vote.
(3) The Executive Committee may by unanimous vote andfor good reason terminate the membership of any individual: Provided thattheindividual concerned shall have the right to be heard by the ExecutiveCommittee,accompanied by a friend, before a final decision is made.
6. Honorary Officers.
At the annual general meeting of the Charity the members shall elect from amongst themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.
7. Executive Committee.
8. Determination of Membership of ExecutiveCommittee.
A member of the Executive Committee shall cease to hold office if he or she:
9. Executive Committee Members not to be personally interested.
(1) No member of the Executive 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 Executive Committee) in any contract entered into by Executive Committee.
(2) The income and property of the Charity shall be applied solely towards the promotion of the Objects and no part shall be paid ortransferred, directly or indirectly, by way of dividend, bonus or otherwiseby way of profit, to members of the Charity, and no trustee shall be appointedto any office of the Charity paid by salary or fees or receive any remunerationor other benefit in money or money=s worth from the Charity: Provided that nothing in this document shall preventany payment in good faith by the charity of reasonable and proper rent forpremises demised or let by any trustee.
10. Meetings and proceedings of the Executive Committee.
11. Receipts and expenditure.
(1) Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:
to be vested 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 Executive Committee at their pleasure and shall act in accordance with the lawful directionsof the Executive Committee. Provided they act only in accordance with thelawful directions of the Executive Committee, the holding trustees shallnot 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 Executive Committee may permit any investments held by or in trust for the charityto 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 Executive Committee, and may pay such a nominee reasonable and proper remuneration for actingas such.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
14. Annual Report.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
15. Annual Return.
The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission.
16. Annual General Meeting.
17. Special General Meetings.
The Executive Committee may call a special general meeting of the Charity at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days' notice must be given. The notice must state the business to be discussed.
18. Procedure at General Meetings.
(1) The secretary or other person specially appointedby the Executive Committee shall keep a full record of proceedings at everygeneral 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.
Any notice required to be served on any member of theCharity shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.
20. Alterations to the 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. 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 ("Name"), clause 3 ("Objects"), clause 9 ("Executive Committee Members not to be Personally Interested"), clause 21 ("Dissolution") or this clause without the priorconsent 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 Executive Committee should promptly send to the Commission a copy of any amendment made under this clause.
If the Executive 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 Executive 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 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 Commission.
22. Arrangements until first Annual General Meeting.
Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document.
This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.