FRIENDS OF HOPWAS WOOD
CONSTITUTION
As adopted by the Executive Committee on 17th.May 2004 and amended at AGM on the 30th April 2013.
Objects
The Objects of the Friends of Hopwas Wood shall be the protection,improvement and enhancement of the environment and amenities of the area known as Hopwas Wood.
To fulfil these objects, the Friends of Hopwas Wood is empowered to:-
- Employ staff and/or engage professional representation,
- Raise funds and receive donations,
- Deposit and invest such funds not in immediate use,
- Rent, lease or purchase property,
- Purchase or lease equipment.
Membership
All residents in Staffordshire age 16 or over shall be eligible for Membership. The Executive Committee may admit to the Membership of the Friends of Hopwas Wood, any other person or persons who support the objects or can offer specialist expertise, talent or service.
Office
The Office for receiving notices and other correspondence shall be the address of the Chairman of the Executive Committee for the time being.
Executive Committee
The Members shall elect an Executive Committee of representative Members. Such committee shall include chairman, Vice-Chairman, Secretary and Treasurer (who shall be four different people) plus up to six ordinary Members.
The Executive Committee shall have the power to co-opt additional Members to the Committee, including representatives of organisations operating within the area. It may also, from its Membership, elect additional officers from time to time, for specific purposes.
If vacancies in the Executive Committee should occur during the year, then it may co-opt another ordinary Member to fill the vacancy, and elect from its own elected Membership, a replacement in the vacant office.
Officers
The Officers of the Executive Committee shall also be the Officers of the Friends of Hopwas Wood.
All Officers and Executive Committee Members shall automatically retire at the end of the year, but shall be eligible for re-election. No officer shall hold the same position for more than three consecutive years, unless elected for subsequent years by two-thirds majority of Members present and eligible to vote at the meeting, or unless there has been no other person properly nominated.
Annual General meeting
The Executive Committee shall call an Annual General Meeting of the Friends of Hopwas Wood in April (commencing April 2005) of each year, or as soon after as possible to:-
- Receive the Annual Accounts and Chairman’s Report of the activities of the Executive Committee.
- Elect officers and Members of the Executive Committee for the following year. Nominations shall be in the hands of the Secretary at least 72 hours before the meeting, shall be supported by at least two Members, and bear the signature of the person nominated indicating their willingness to stand.
- Transact any other business.
The Financial year of the Friends of Hopwas Wood shall end on 31 March.
Auditor
An auditor shall be elected from the Members of the Friends of Hopwas Wood who is not a Member of the Executive Committee.
Meetings
General Meetings shall be open to all Members of the Friends of Hopwas Wood and other interested parties. No resolution of a General Meeting shall be binding on the Friends of Hopwas Wood.
Four Members of the Executive Committee shall form a quorum at a Committee Meeting that must include two officers. Ten Members shall form a quorum for a General Meeting. No business may be transacted at any Meeting where numbers fall below the required quorum except matters relating to the recruitment of Members.
Twenty-one day’s notice shall be given to all Members of any General Meeting. Committee Meetings shall require seven days notice. Notice of Meetings shall include an agenda of the items to be discussed. No action may be taken on any matter not included in the Notice of the Meeting.
At all Meetings of the Friends of Hopwas Wood or of the Executive Committee, each Member shall be entitled to one vote. All matters voted on by Members shall require a simple majority of Members present, except matters relating to the Constitution. The Chairman, or in his/her absence, the Vice-Chairman, shall have a casting vote. In the absence of both the Chairman and Vice Chairman at any Meeting, the Meeting shall elect a Chairman for that Meeting only, who shall not have a casting vote, and if there is equality in voting, there shall remain a status quo on the matter in hand.
Voting for the Executive Committee and for the election of Officers of Friends of Hopwas Wood shall be by ballot.
Proxy at any Meeting may cast a vote, but such proxy shall be in writing, specific to the resolution, and signed by the Member.
The Executive Committee may appoint sub-committees at its discretion, the Chairman being ex-officio on all sub-committees and the quorum being at least half the Membership of the committees. The Executive Committee may nominate Membership of sub-committees from within its own Membership, from ordinary Members, or co-opt specialist advisers. Any such sub-committee will report confidentially to the Executive Committee.
Minutes of General and Executive Committee Meetings shall be kept by the
Friends of Hopwas Wood.
General Meeting
General Meetings may be called at any time by resolution of the Executive Committee or upon the requisition of at least fifteen Members of the Friends of Hopwas Wood, in writing to the Secretary, or in his/her absence any other Officer, with their signatures. The Secretary shall, within seven days of receipt of such a request, convene a General Meeting, which shall be held within thirty-one days from receipt of the request, and at the expense of the convening Members who may be reimbursed by the subsequent Meeting if so ratified.
Finance
The Friends of Hopwas Wood shall have the power to accept donations for any purpose consistent with its Objects and make any special appeal for funds to be used in connection with any such purpose.
Subscription shall be payable to give a true representation of the Membership. The Annual General Meeting shall determine the level of subscriptions and the date for payment for the next year. Notification of the subscription amount and the due date agreed at the AGM will be sent to each member. Any Member falling more than three months in arrears shall be excluded from membership subject to adjudication by the Executive Committee and notice of such action being given in advance to the defaulting Member. A Committee Member falling in default under this rule shall forfeit Committee status forthwith.
All accounts at a bank or Building Society shall be held under at least two signatories as agreed at the Annual General Meeting.
Constitution
Changes to the Constitution shall only be made at a General Meeting, and such resolutions shall be included in the Notice of that meeting, and shall require a two-third majority of Members present and eligible to vote at that meeting.
Urgent Decisions
Urgent decisions and action may be taken by an ad-hoc Committee of the Chairman, Secretary, and Treasurer. Such decisions may be ratified at the next meeting of the Executive Committee, and they shall be responsible for those decisions and action until such time.
Legal Liability
Legal liability for decisions taken in Committee or General Meetings, shall be the Liability of the Friends of Hopwas Wood, and not of any one Member.
Winding up of Friends of Hopwas Wood
In the event that it is the wish of the Members to wind up the Friends of Hopwas Wood, they may do so only at a properly convened General Meeting at which such notice of the resolution has been given, and then only by two-thirds majority of Members present and eligible to vote.
The proceeds of the Friends of Hopwas Wood shall in such event, be distributed as follows:-
- Monies from Donations and special appeals should, where possible, be returned to source.
- Any residue remaining, after all outstanding liabilities of the Friends of Hopwas Wood have been met, to be distributed equally to paid-up Members as listed at the time of the last Annual General Meeting, or otherwise disbursed as agreed by simple majority at such Meeting.