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Constitution amended 11-11-20.doc
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Dean Court Community Centre

Constitution

adopted 24-10-11

amended 20-11-11

1. NAME

The name of the organisation shall be Dean Court Community Centre Association

(from this point on in this document called “the Association”)

2. OBJECT

The objects of the Association are to:

  1. Serve the residents of Dean Court and beyond without distinction of sex, sexual orientation, nationality, age, disability, race or of political, religious or other opinions by establishing and maintaining a community centre

  1. Improve the well-being and quality of life of the community by providing a range of local recreation and leisure activities, particularly for those who by reason of their youth, age, infirmity, or disablement, poverty or social and economic circumstances, have need of such facilities

  1. Promote a sense of community among local residents of Dean Court and the wider Parish of Cumnor.

The Association shall be non-party in politics and non-sectarian in religion.  The area of membership shall be Dean Court, as defined by the Vale of White Horse District Council, currently: (Part of) Arnold's Way, Ashcroft Close, Broad Close, Browns Close, Bushy Close, (Part of) Cumnor Hill, (Part of) Cumnor Rise Road, Dean Court Road, Deanfield Road, Denton Close, Dover Close, Evelyn Close, (Most of) Eynsham Road, Fogwell Road, Green Lane, Homestall Close, Hurst Rise Road, Hutchcombe Farm Close, Long Close, Marley Close, Nobles Close, Nobles Lane, Orchard Road, Owlington Close, Pinnocks Way, Pottle Close, Queen's Close, Scholar Place, Songers Close, Stanville Road, Stimpson's Close, Stone Close, Stubble Close, Third Acre Rise, Tilbury Lane, Tudor Court Park - Nobles Lane, Woodfield - Dean Court Road (see attached map). 
The Association shall, wherever possible, work in co-operation and good faith with the Parish Council and District Council to maximize its effectiveness in reaching its objects.

3. ADMINISTRATION

The Association shall be administered by a management team, and accountable to a team of trustees.

4. MANAGEMENT TEAM

The policy and general management of the affairs of the Association shall be directed by the Management Team, which shall hold at least four ordinary meetings each year. A special meeting may be called at any time by the Chair or by any two members of the Management Team upon not less than four clear days notice being given to the other members of the Management Team of the matters to be discussed.

  1. The Management Team shall consist of:

  1. Honorary Officers which will include at minimum: Chair, Vice-Chair, Secretary, and Treasurer, and such other Honorary Officers as the Association may from time to time decide.
  2. a minimum of three up to eleven individuals elected by the members with the power to vote present at the Annual General Meeting. Members may be co-opted onto the Management Team during the year by a simple majority vote of the existing team at a meeting.

  1. The Chair of the Management Team shall act as chair at meetings of the Management Team. If both the Chair and the Vice Chair are absent from the meeting, the members present shall choose one of their number to be chair of the meeting before any other business is transacted.

  1. All members of the Management Team shall retire from office at the conclusion of the Annual General Meeting next after the date at which they came into office but they may be re-elected or re-appointed.

  1. If casual vacancies occur among the elected members of the Management Team it shall have power to fill these from among the members of the Association.

  1.  The proceedings of the Management Team shall not be invalidated by any failure to elect or any defect in the election, co-option or qualification of any member.

  1. A member of the Management Team shall cease to hold office if he or she:-

  1. is disqualified from holding office by virtue of section 72 of the Charities Act 1993 (or any statutory modification or re-enactment of that provision) or
  2. becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs, or
  3. is absent without the permission of the Management Team from all its meetings held within a period of six months and the Management Team resolves that he/she shall cease to hold office, or
  4. notifies the Management Team in writing of his/her resignation (PROVIDED THAT at least three members of the Management Team will remain in office when the notice of resignation is to take effect).

  1. Each member of the Management Team, upon election or co-option to the Management Team, shall receive a copy of the Association's constitution. No person shall be entitled to act as a member of the Management Team, following election, re-election or co-option, until they have signed in the records of the Management Team or otherwise a declaration of acceptance and willingness to serve.

  1. No persons under the age of eighteen shall be members of the Management Team but such persons may be invited to attend meetings without the right to vote.

5. TRUSTEES

The trustees will hold the lease and property of the Association on trust. They will hold the Management Team accountable to upholding this constitution, and to sound financial governance.  The trustees shall hold at least three ordinary meetings each year. A special meeting may be called at any time by any two members of the trustees or of the Management Team upon not less than four clear days notice being given to the other trustees of the matters to be discussed.

  1. The trustees shall consist of:
  1. individuals of sound mind and good standing within the community
  2. a minimum of three up to five individuals elected by members with the power to vote present at the  Annual General Meeting
  3. the Treasurer as well as at least one other member of the Management Team
  4. at least one person who does not sit on the Management Team

  1. All trustees shall retire from office at the conclusion of the Annual General Meeting next after the date at which they came into office but they may be re-elected.

  1. If casual vacancies occur among the trustees the Management Team shall have power to fill these from among the members of the Association.

  1. A trustee shall cease to hold office if he or she:-

  1. is disqualified from holding office by virtue of section 72 of the Charities Act 1993 (or any statutory modification or re-enactment of that provision) or
  2. becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs, or
  3. is absent without the permission of the trustees from all its meetings held within a period of six months and the trustees resolve that he/she shall cease to hold office, or
  4. notifies the Management Team in writing of his/her resignation (PROVIDED THAT at least three trustees will remain in office when the notice of resignation is to take effect).

  1. The trustees will sign any lease or other required contracts.

6. SUB-COMMITEES

The Management Team may appoint one or more sub-committees for supervising or performing any activity or service.  In each such case:- 

  1. the Management Team shall define the terms and reference of the sub-committee and may also determine its composition and the duration of its activities; 

  1. all acts and proceedings of the sub-committees shall be reported as soon as possible to the Management Team. 

Sub-committees may include members who are not on the Management Team; these will have voting rights only within the sub-committee.

7. MANAGEMENT TEAM AND TRUSTEES NOT TO BE PERSONALLY INTERESTED

Except in special circumstances, with the approval in writing of the Trustees, no member of the Management Team or trustees shall take or hold any interest in any property belonging thereof, or receive any remuneration, or be interested in the supply of work or goods, at the cost of the Association.

8. PAID EMPLOYEES 

  1. Management Team shall have the right to appoint, dismiss, and determine the terms and conditions of service of all employees of the Association, however the Trustees must approve any increase in salary expenditure;

         

  1. An employee of the Association shall not be eligible to be a member of the Management Team, Trustees, or any sub-committee of the Association, but may be invited to attend such committees as a non-voting adviser.

9. RULES OF PROCEDURE AT ALL MEETINGS 

a. Voting:

 Subject to the provisions of Clause 16, all questions arising at a meeting of the Association, the Management Team, the Trustees or one of the sub-committees shall be decided by a simple majority of those present and voting. Each member shall have one vote and in case of an equality of votes the chair shall have a casting vote in addition to any other vote he or she may have.

             

b. Quorum:

  1. Team Meetings: one third of the members, or three individuals, whichever is greater, shall form a quorum at meetings of the Management Team and sub-committees of the Association.

 

  1. General Meetings: twenty members with power to vote, including at least two-thirds of the Management Team and Trustees together, shall form a quorum at General Meetings of the Association. In the event that no quorum is present at an Annual General Meeting, or the meeting has to be abandoned, the meeting shall stand adjourned and be reconvened fourteen days later, and those members with power to vote present at that meeting shall be deemed to form a quorum.

 

c. Minutes:

Minutes shall be kept by the Association and all its committees. It is the responsibility of the respective Secretary to keep a record of all proceedings and resolutions, and to pass these on to the honorary Secretary of the Association for safekeeping.

10. GENERAL MEETINGS

  1. Annual General Meetings: 

Once in each calendar year an Annual General Meeting of the Association shall be held at such time and place as the Management Team shall determine, being not more than fifteen months after the adoption of this constitution and thereafter the holding of the preceding Annual General Meeting, normally in April of each year. The Secretary shall give at least twenty-one clear days notice of the Annual General Meeting to members or posted in a conspicuous place or places in the area and/or advertised in a newspaper circulating in the area. 

All residents of the Dean Court area who are aged eighteen or above will have the right to vote, as well as the leader of any group or organisation who uses the Centre.  Those under eighteen will be allowed to attend but not have a vote.
 

The business of each Annual General Meeting shall be: 

  1. to receive the Annual Report of the Management Team, which shall incorporate the accounts of the Association referred to below, and give an account of the work of the Association and its activities during the preceding year, normally presented by the Chair;

 

  1. to receive the accounts of the Association for the preceding financial year, normally presented by the Treasurer;
  2. to elect members to serve on the Management Team, in accordance with Clause 4;
  1. to elect the Honorary Officers of the Association in accordance with Clause 4;

 

  1. to elect members to serve as Trustees, in accordance with Clause 5;

  1. to consider any other business of which four days due notice has to be given.

  1. Forum: 
  1. In addition to Annual General Meetings the Management Team shall convene at least one open meeting in each calendar year as a consultative forum of representatives of all groups/organisations/agencies/residents which use the Centre (hereinafter called “Stakeholders”). The Management Team shall, except in the case of emergency, give not less than seven clear days notice of such open meeting to Stakeholders which shall be posted in a conspicuous place or places in the area and/or advertised in a newspaper circulating in the area of benefit; 

  1. Stakeholders attending any such meeting shall constitute the forum (“Forum”). The Forum is the process by which Stakeholders may raise and discuss amongst themselves and members of the Association issues that affect the area of benefit and/or the running or use of the Centre. The Forum may also be used for the giving of a report from the Management Team on policies and procedures connected with the use of the Centre and reports from Stakeholders. Any proposal arising from discussion at the meeting concerning the use of the Centre shall be referred to the next meeting of the Management Team; 

  1. The Chair of the Management Team shall normally chair the meeting but in his/her absence or if the Forum decides otherwise those present shall elect one of their number to take the chair.

11. MEMBERSHIP

Membership will refer to all residents of the Dean Court area. The Association shall not hold paid membership and will be open to all, irrespective of sex, sexual orientation, nationality, age, disability and race or of political, religious or other opinions. Voting rights will be given to members aged 18 or over and organisers of activities within the Centre.

12. REPAIRS AND INSURANCE

The Management Team shall cause all the buildings and other property of the Association at all times to be kept in repair and sufficiently insured against fire, theft, public liability and other insurable risks.

13. FINANCES

  1. All money raised by or on behalf of the Association, upon satisfying clause 12, shall be spent to further the objects of the Association and for no other purpose, PROVIDED THAT nothing prevents the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment of reasonable out-of-pocket expenses incurred on behalf of the Association by employees and volunteers, subject to clause 13 b.

  1. An annual budget, prepared by the Treasurer and agreed by the Management Team, must be approved by the Trustees before any expenditure can be made.

  1. Any expenditure that exceeds the set budget must be first be approved by the Trustees.

  1. An account shall be opened in the name of the Association at such a bank or such other financial institution as the Management Team shall from time to time decide. The Management Team shall authorise in writing the Treasurer, the Secretary and up to two other members of the Management Team to sign cheques on behalf of the Association.  All cheques must be signed by not less than two authorised signatories.

 

  1. The Honorary Treasurer shall keep proper accounts of the finances of the Association.

  1. The accounts must be independently examined on an annual basis.

14. RULES

Within the limits prescribed by this deed the Management Team may from time to time make and alter rules for the management of the Association and in particular with reference to:

  1. The terms and conditions upon which the trust property may be used by persons or bodies for the purposes specified in this deed and the sum (if any) to be paid for such use.

  1. The deposit of money at a proper bank and the safe custody of documents.

  1. The appointment of an auditor or accountant.

  1. The engagement and dismissal of such officers, servants and agents as the Management Team may consider necessary and the payment of such persons (Refer to clause 8).

  1. The summoning and conduct of meetings including the number of members who shall form a quorum; provided that at meetings of the Management Team the quorum shall not be less than one-third of the total number of the members or three persons, whichever is greater.

15. DISSOLUTION 

If the committee, by a simple majority, decides at any time to dissolve the Association, it shall give at least 21 day’s notice of a meeting to all members of the Association who have the power to vote and the parish council by writing to the Parish Council and posting in a public space in the area. If such a decision is confirmed by a majority of those present and voting at the meeting, the Management Team shall have the power to dispose of any assets held by the Association. Any assets remaining after the satisfaction of any proper debts or liabilities shall be given or transferred to such charitable groups or groups having similar objects to the Association as the Management Team may decide.

16. ALTERATIONS TO THE CONSTITUTION 

Any proposal to alter this constitution must be delivered in writing to the Secretary not less than twenty eight days before the date of the meeting at which it is first to be considered.  Any alteration will require:

a) a simple majority of members of the Management Team present and voting at a Management Team meeting.

b) a simple majority of the Trustees present and voting at a Trustees meeting.

        c)        a two thirds majority of members with power to vote present and voting at a General Meeting.

At least fourteen clear days notice shall be posted in a conspicuous place in the area of benefit and advertised in a newspaper circulating in the area of benefit, stating the wording of the proposed alteration. 

No alteration to Clause 1 (Name), Clause 2 (Objects), Clause 5 (Trustees), Clause 7 (Personal Interests), Clause 15 (Dissolution) or to this Clause shall take effect until the approval in writing of the Trustees has been obtained.