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Constitution.
Adopted on the .. day of .. 20
A. NAME
The name of the group is Physical Disability User Group (PDUG) ("the Group")
B. ADMINISTRATION
Subject to the matters set out below the Group and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause H of this constitution ("the Executive Committee").
C. OBJECTS
The Group's objects ("the objects") are:
• To be the recognised body of Users of Physical Disability services in Northampton by providing a safe environment where the service providers can consult Users
• To ensure Users are given the opportunity to be consulted and informed about services for the physically disabled in Northamptonshire
D. POWERS
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
• power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
• power to refuse to give the PDUG approval for any service changes, which have not taken place without comprehensive formal documented User Consultation
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
• power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Group;
• power subject to any consents required by law to borrow money and to charge all or any part of the property of the Group with repayment of the money or so borrowed;
• 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;
• power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes to exchange information and advice with them;
• power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
• power to appoint and constitute such advisory committees as the Executive Committee may think fit;
• power to do all such other lawful things as are necessary for the achievement of the objects.
E MEMBERSHIP
• Membership of the Group shall be open to any person who has used the services for the physical disabled in Northamptonshire. This applies to either direct users of services or unpaid carers. Membership is on a voluntary basis and is free.
• Every member shall have one vote.
• The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual: Provided that the individual concerned shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made.
G. HONORARY OFFICERS
At the annual general meeting of the Group the members shall elect from amongst themselves a chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.
H. EXECUTIVE COMMITTEE
The Executive Committee shall consist of not less than 3 members nor more than 6 members being:
(1) (a) the honorary members specified in the preceding clause;
(b) not less than 3 and not more than 6 Members elected at the annual general
meeting who shall hold office from the conclusion of that meeting;• The Executive Committee may in addition appoint not more than two co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
• All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected.
• The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
• Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
• No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Group.
I. DETERMINATION OF MEMBERSHIP OF EXECUTIVE COMMITTEE
A member of the Executive Committee shall cease to hold office is he or she:
• becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
• is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
• notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).
J. EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
(1) • [Subject to the provisions of sub-clause (2) of this clause] no member of the Executive Committee shall acquire any interest in property belonging to the Group or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by Executive Committee.
(2) • [Any member of the Executive Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Executive committee to act in a professional capacity on behalf of the Group: Provided that at no time shall a majority of the members of the Executive Committee benefit under this provision and that a member of the Executive Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.]
K. MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
(1) • The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Executive Committee upon not less than 4 days' notice being given to the other members of the Executive Committee of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than 21 days notice must be given.
(2) • The chairman shall act as chairman at meetings of the Executive Committee. If the chairman is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other meeting is transacted.
(3) • There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
(4) • Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
(5) • The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any sub-committee.
(6) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
(7) • The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.
L. RECEIPTS AND EXPENDITURE
(1) • The funds of the Group, including all donations contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Group at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the committee.
(2) • The funds belonging to the Group shall be applied only in furthering the objects.
M. PROPERTY
(1) • Subject to the provisions of sub-clause (2) this clause, the Executive Committee shall case the title to:
(a) • all land held by or in trust for the Group; and
(b) • all investments held by or on behalf of the Group;
To be vested 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 directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive 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 Group, the Executive Committee may permit any investments held by or in trust for the Group to be held in the name of a clearing bank, trust corporation of 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 acting as such.
N. ACCOUNTS
The Executive Committee shall ensure:
(1) • the keeping of accounting records for the Group
(2) • the preparation of annual statements of account for the Group;
O. ANNUAL GENERAL MEETING
(1) • There shall be an annual general meeting of the Group, which shall be held in the month of September in each year or as soon as practicable thereafter.
(2) • The Executive Committee shall call every annual general meeting. The secretary shall give at least 21 days' notice of the annual general meeting to all the members of the Group. All the members of the Group shall be entitled to attend and vote at the meeting.
(3) • Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
(4) • The Executive Committee shall present to each annual general meeting the report and accounts of the Group for the preceding year.
(5) • Nominations for election to the Executive Committee must be made by members of the Group in writing and must be in the hands of the secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.
P. SPECIAL GENERAL MEETINGS
The Executive Committee may call a special general meeting of the Group 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.
Q. PROCEDURE AT GENERAL MEETINGS
(1) • The secretary or other person specially appointed by the Executive Committee shall keep a full record or proceedings at every general meeting of the Group.
The PDUG will, as far as is reasonably practicable, always apply the agreed six guiding principles before making any decisions.
• Best use of resources
• Equity of Access
• Consistency
• User control
• Relevance
• Joint working
R. NOTICES
Any notice required to be served on any members of the Group shall be in writing and shall be served by the secretary of 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 with 10 days of posting.
S. ALTERATIONS TO THE CONSTITUTION
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.
T. DISSOLUTION
If the Executive Committee decides that it is necessary or advisable to dissolve the Group it shall call a meeting of all members of the Group, 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 Group. Any assets remaining after the satisfaction of any proper debts and liabilities shall be offered back to the source. Should the source be unable to receive surplus funds they shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Group as the members of the Group may determine or failing that shall be applied for some other charitable purpose. A copy of the statement, for the final accounting period of the Group must be sent to the Commission.
W. ARRANGEMENTS UNTIL FIRST ANNUAL GENERAL MEETING
Until the first annual general meeting takes place this constitution shall take the effect as it 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.
Signed:
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