Sunday Assembly Newcastle

Legal Bit

Sunday Assembly Newcastle Charitable Association

PART 1
1. Adoption of the constitution

The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.

2. Name

The association’s name is Sunday Assembly Newcastle

(and in this document it is called the association).

3. Objects

The association’s objects (‘the objects’) are

Sunday Assembly Newcastle is a secular congregation that celebrates life

with the motto: live better, help often, wonder more

the mission: to help everyone find and fulfil their full potential

and the vision: to foster a secular congregation through the use of the founding motto

Live Better – We aim to provide, thought provoking and practical ideas that help people to live the lives they want to lead and be the people they want to be

Help Often – The Assembly is a community of action, building lives of purpose, encouraging all to help anyone who needs it to support each other

Wonder More – Hear talks, singing as one, listening to readings and even playing games to help connect us to each other and the awesome world we live in.

4. Application of income and property

The income and property of the association shall be applied solely towards the promotion of the objects.

An association trustee is entitled to be reimbursed from the property of the association or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the association.

An association trustee may benefit from trustee indemnity insurance cover purchased at the association’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

None of the income or property of the association may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the association. This does not prevent a member who is not also a trustee from receiving:

a benefit from the association in the capacity of a beneficiary of the association;

reasonable and proper remuneration for any goods or services supplied to the association.

5. Benefits and payments to association trustees and connected persons

General provisions

No association trustee or connected person may:

buy or receive any goods or services from the association on terms preferential to

those applicable to members of the public;

sell goods, services or any interest in land to the association;

be employed by, or receive any remuneration from, the association;

receive any other financial benefit from the association;

Scope and powers permitting trustees’ or connected persons’

benefits

An association trustee or connected person may receive a benefit from the

association in the capacity of a beneficiary of the association provided that all of the

members can also benefit in this way.

  1. An association 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 association where that is permitted is consistent with the conditions in section 185 of the Charities Act 2011.
  1. Subject to sub-clause (3) of this clause an association trustee or connected person may provide the association with goods that are not supplied in connection with services provided to the association by the association trustee or connected person.

An association trustee or connected person may receive interest on money lent to the association at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).

  1. An association trustee or connected person may receive rent for premises let by the trustee or connected person to the association. The amount of the rent and the other terms of the lease must be reasonable and proper. The association trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

An association trustee or connected person may take part in the normal trading and fundraising activities of the association on the same terms as members of the public.

Payment for supply of goods only – controls

The association and its association trustees may only rely upon the authority provided by sub-clause 2(c) of this clause if each of the following conditions is satisfied:

  1. The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the association and the ass trustee or connected person supplying the goods (‘the supplier’) under which the supplier is to supply the goods in question to or on behalf of the association.

The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

The other association trustees are satisfied that it is in the best interests of the association to contract with the supplier rather than with someone who is not an association trustee or connected person. In reaching that decision the association trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.

The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the association.

The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of association trustees is present at the meeting.

  1. The reason for their decision is recorded by the association trustees in the minute book.
  1. A majority of the association trustees then in office are not in receipt of remuneration or payments authorised by clause 5.
  1. In sub-clauses (2) and (3) of this clause:
  1. ‘the association’ includes any company in which the association:
  1. holds more than 50% of the shares; or
  1. controls more than 50% of the voting rights attached to the shares; or
  1. has the right to appoint one or more trustees to the board of the company.
  1. ‘connected person’ includes any person within the definition set out in clause on (Interpretation). 6. Dissolution
  1. If the members resolve to dissolve the association the trustees will remain in office as association trustees and be responsible for winding up the affairs of the association in accordance with this clause.
  1. The trustees must collect in all the assets of the association and must pay or make provision for all the liabilities of the association.
  1. The trustees must apply any remaining property or money:

directly for the objects;

  1. by transfer to any association, charity or charities for purposes the same as or similar to the association;

The members may pass a resolution before or at the same time as the resolution to dissolve the association specifying the manner in which the trustees are to apply the remaining property or assets of the association and the trustees must comply with the resolution if it is consistent with paragraphs and inclusive in sub-clause above.

In no circumstances shall the net assets of the association be paid to or distributed among the members of the association (except to a member that is itself a charity).

7. Amendment of constitution
  1. The association may amend any provision contained in Part 1 of this constitution provided that:
  1. No amendment may be made to alter the objects if the change would undermine or work against the previous objects of the association;
  1. Any resolution to amend a provision of Part 1 (1-7) of this constitution is passed by not less than two thirds of the members present and voting at a general meeting.
  1. Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.

PART 2

8. Membership

Membership is open to individuals over eighteen or organisations who are approved by the trustees.

  1. 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 association to refuse the application.

The trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

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.

Membership is not transferable to anyone else.

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:

the member dies or, if it is an organisation, ceases to exist;

the member resigns by written notice to the association unless, after the resignation,

there would be less than two members;

Any sum due from the member to the association is not paid in full within six months

of it falling due;

the member is removed from membership by a resolution of the trustees that it is

in the best interests of the association that his or her membership is terminated.

A resolution to remove a member from membership may only be passed if:

the member has been given at least twenty one days’ notice in writing of the

meeting of the trustees at which the resolution will be proposed and the reasons

why it is to be proposed;

the member or, at the option of the member, the member’s representative (who

need not be a member of the association) has been allowed to make

representations to the meeting.

10. General meetings

The association must hold a general meeting within twelve months of the date of

the adoption of this constitution.

An annual general meeting must be held in each subsequent year and not more

than fifteen months may elapse between successive annual general meetings.

All general meetings other than annual general meetings shall be called special

general meetings.

The trustees may call a special general meeting at any time.

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, which ever is the

greater. The request must state the nature of the business that is to be discussed.

If the trustees fail to hold the meeting within twenty-eight days of the request,

the members may proceed to call a special general meeting but in doing so they

must comply with the provisions of this constitution.

11. Notice

The minimum period of notice required to hold any general meeting of the

association is fourteen clear days from the date on which the notice is deemed to

have been given.

A general meeting may be called by shorter notice, if it is so agreed by all the

members entitled to attend and vote.

The notice must specify the date, time and place of the meeting and the general

nature of the business to be transacted. If the meeting is to be an annual general

meeting, the notice must say so.

The notice must be given to all the members and to the trustees.

12. Quorum

No business shall be transacted at any general meeting unless a quorum is present.

A quorum is:

3 members entitled to vote upon the business to be conducted at the meeting at least one of whom is an officer (chairman, secretary or treasurer);

or one tenth of the total membership at the time, whichever is the greater.

The authorised representative of a member organisation shall be counted in the quorum.

If:

a quorum is not present within half an hour from the time appointed for the meeting;

or

during a meeting a quorum ceases to be present,

the meeting shall be adjourned to such time and place as the trustees shall

determine.

The trustees must re-convene the meeting and must give at least seven clear days’

notice of the re-convened meeting stating the date time and place of the meeting.

If no quorum is present at the re-convened meeting within fifteen minutes of the time

specified for the start of the meeting the members present at that time shall constitute

the quorum for that meeting.

13. Chair

General meetings shall be chaired by the person who has been elected as Chair.

If there is no such person or he or she is not present within fifteen minutes of the

time appointed for the meeting a trustee nominated by the trustees shall chair the

meeting.

If there is only one trustee present and willing to act, he or she shall chair the

meeting.

If no trustee is present and willing to chair the meeting within fifteen minutes after

the time appointed for holding it, the members present and entitled to vote must

choose one of their number to chair the meeting.

14. Adjournments

The members present at a meeting may resolve that the meeting shall be adjourned.

The person who is chairing the meeting must decide the date time and place at which

meeting is to be re-convened unless those details are specified in the resolution.

No business shall be conducted at an adjourned meeting unless it could properly

have been conducted at the meeting had the adjournment not taken place.

If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting stating the date time and place of the meeting.

15. Votes

Each member shall have one vote but if there is an equality of votes the person

who is chairing the meeting shall have a casting vote in addition to any other vote he

or she may have.

A resolution in writing signed by each member (or in the case of a member that is

an organisation, by its authorised representative) who would have been entitled to

vote upon it had it been proposed at a general meeting shall be effective. It may

comprise several copies each signed by or on behalf of one or more members.

15. Representatives of other bodies

Any organisation that is a member of the association may nominate any person to

act as its representative at any meeting of the association.

The organisation must give written notice to the association of the name of its

representative. The nominee shall not be entitled to represent the organisation at any

meeting unless the notice has been received by the association. The nominee may

continue to represent the organisation until written notice to the contrary is received

by the association.

Any notice given to the association will be conclusive evidence that the nominee is

entitled to represent the organisation or that his or her authority has been revoked.

The association shall not be required to consider whether the nominee has been

properly appointed by the organisation.

16. Officers and trustees
  1. The association and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this constitution. The officers and other members of the committee shall be the trustees of the Association and in this constitution are together called ‘the trustees’.
  1. The association shall have the following officers:
  1. A chair,
  1. A secretary,
  1. A treasurer.
  1. A trustee must be a member of the association or the nominated representative of an organisation that is a member of the association.