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Newcastle Disability Forum

CONSTITUTION 

1. NAME

The name of the Charity is Newcastle Disability Forum, referred to in this document as NDF.

2. OBJECTS

To promote the relief of all disabled people and to advance the education of disabled people and their carers, principally within Newcastle upon Tyne and, primarily, to assist those persons by the provision of a forum and respond to issues of interest and concern to the disabled community.

3. POWERS

NDF has the following powers, which may be exercised only in promoting the Objects:

3.1 To promote or carry out research in order to provide or obtain relevant support and services,

3.2 To publish or distribute information

3.3 To provide training, information, exhibitions, meetings and other educational events

3.4 To co‑operate with other bodies

3.5 To support, administer or set up other charities

3.6 To raise funds (but not by means of taxable trading) 

3.7 To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993)

3.8 To acquire or hire property of any kind 

3.9 To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 1993)

3.10 To set aside funds for special purposes or as reserves against future expenditure

3.11 To deposit or invest funds in any lawful manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification)

3.12 To insure NDF's property against any foreseeable risk and take out other insurance policies to protect NDF where required

3.13 Subject to clause 10.2, to employ paid or unpaid agents, staff or advisers

3.14 To enter into contracts to provide services to or on behalf of other bodies

3.15 To do anything else within the law which promotes or helps to promote the Objects

4. MEMBERSHIP

4.1 Membership of NDF is open to any individual or organisation interested in promoting the Objects, subject to the approval of the Committee.

4.2 The Committee may establish different classes of membership and set appropriate rates of subscription

4.3 The Committee must keep a register of members

4.4 A member may resign by written notice to NDF

4.5 The Committee may terminate the membership of any individual or organisation whose continued membership would in the reasonable view of the Committee be harmful to NDF (but only after notifying the member concerned in writing and considering the matter in the light of any written representations which the member puts forward within 14 clear days after receiving notice)

4.6 Membership of NDF is not transferable

5 GENERAL MEETINGS (INCLUDING AGMs and EGMs)

5.1 All members are entitled to attend general meetings of NDF in person or (in the case of a member organisation) through an authorised representative

5.2 General meetings are called by 28 clear days' written notice to the members specifying the business to be transacted.

5.3 There is a quorum at a general meeting if the number of members or authorised representatives personally present is a least 10% of the members

5.4 The Chair or (if the Chair is unable or unwilling to do so) some other member elected by those present presides at a general meeting

5.5 Except where otherwise provided in this Constitution, every issue at a general meeting is determined by a simple majority of the votes cast by the members or authorised representatives who:

5.5.1 are present in person at the meeting or

5.5.2 have returned a completed and signed postal voting form at least 24 hours before the commencement of the meeting (postal voting forms may be returned by post, by hand, by fax or by electronic means if secure encryption of signatures is available) or

5.5.3 have appointed a person to vote by proxy on their behalf at the meeting

5.6 Except for the Chair of the meeting, who has a second or casting vote, every member or authorised representative is entitled to one vote on every issue. Anyone acting as proxy may exercise proxy  for more than one member in which case they are entitled to one vote for each member they represent

5.7 An AGM must be held in every calendar year

5.8 At an AGM, the members:

5.8.1 receive the accounts of NDF for the previous financial year

5.8.2 receive the report of the Committee on NDF’s activities since the previous AGM

5.8.3 elect elected Committee members to replace those retiring from office

5.8.4 elect, from among the members, a Chairperson and Vice Chairperson, on alternate years

5.8.5 appoint an auditor or independent examiner, where required

5.8.6 may confer on any individual (with his or her consent) the honorary title of Patron, President or Vice‑President

5.8.7 discuss and determine any issues of policy, or deal with any other business put before them which the chairperson is prepared to accept as legitimate business for the meeting

5.9      An EGM may be called at any time by the Committee and must be called within 14 days after a written request to the Committee from at least  ten members

6 THE COMMITTEE

6.1 The Committee as charity trustees have control of NDF and its property and funds

6.2 The Committee, when complete, consists of at least three, and not more than thirteen, individuals, all of whom must be members (but must not be paid employees) of NDF, i.e.

6.2.1 the Chair

6.2.2 up to nine elected Committee members

6.2.3 up to  three members co‑opted by the Committee to hold office until the next AGM ('co‑opted Committee members')

6.3 One third (or the number nearest one third) of the elected Committee members must retire at each AGM, those longest in office retiring first and the choice between any of equal service being made by drawing lots

6.4 Every Committee member must sign a declaration of willingness to act as a charity trustee of NDF before he or she is eligible to vote at any meeting of the Committee

6.5 A Committee member automatically ceases to be a member of the Committee if he or she:

6.5.1 is disqualified under the Charities Act 1993 from acting as a charity trustee

6.5.2 is incapable, whether mentally or physically, of managing his or her own affairs

6.5.3 is absent from three consecutive meetings of the Committee, without the permission of the committee

6.5.4 ceases to be a member of NDF (but such a person may be reinstated by resolution of the majority of members of the Committee, on resuming membership of NDF)

6.5.5 resigns by written notice to the Committee (but only if at least two Committee members will remain in office)

6.5.6 is removed by a resolution passed by all the other members of the Committee after inviting the views of the Committee member concerned and considering the matter in the light of any such views

6.6 A retiring Committee member is entitled to an indemnity from the continuing Committee members at the expense of NDF in respect of any liabilities properly incurred while he or she held office

6.7 A technical defect in the appointment of a Committee member of which the Committee are unaware at the time does not invalidate decisions taken at a meeting

7 COMMITTEE MEETINGS

7.1 The Committee must hold at least 4 meetings each year

7.2 A quorum at a Committee meeting is 5 members

7.3 A Committee meeting may be held either in person or through electronic means agreed by the Committee in which each participant may communicate with all other participants

7.4 the Chair or (if the Chair is unable or unwilling to do so) some other member of the Committee chosen by the members present presides at each Committee meeting

7.5 Every issue may be determined by a simple majority of the votes cast at a Committee meeting but a resolution which is in writing and signed by all members of the Committee is as  valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature

7.6 Except  for the chair of the meeting, who has a second or casting vote, every Committee member has one vote on each issue

8 POWERS OF COMMITTEE

The Committee have the following powers in the administration of NDF

8.1 to appoint a Treasurer and other honorary officers

8.2 to delegate any of their functions to sub‑committees consisting of two or more persons appointed by them (but at least one member of every sub‑committee must be a Committee member and all proceedings of sub‑committees must be reported promptly to the Committee)

8.3 to make Standing Orders consistent with this Constitution to govern proceedings at general meetings

8.4 to make Rules consistent with this Constitution about the Committee, sub‑committees and working groups

8.5 to make Regulations consistent with this Constitution about the running of NDF (including the operation of bank accounts and the commitment of funds)

8.6 to resolve or establish procedures to assist the resolution of disputes within NDF

8.7 to exercise any powers of NDF which are not reserved to a general meeting

9 PROPERTY & FUNDS

9.1 The property and funds of NDF must be used only for promoting the Objects and do not belong to the members of NDF or the Committee

9.2 No Committee member may receive any payment of money or other material benefit (whether direct or indirect) from NDF except

9.2.1 reimbursement of reasonable out‑of‑pocket expenses (including hotel and travel costs) actually incurred in the administration of NDF

9.2.2 an indemnity in respect of any liabilities properly incurred in running NDF (including the costs of a successful defence to criminal proceedings)

9.2.3 in the case of an individual member, charitable benefits in his or her capacity as a beneficiary

9.2.4 In exceptional cases, other payments or material benefits (but only with the prior written approval of the Commission)

9.3 Whenever a Committee member has a personal interest in a matter to be discussed at a Committee meeting, the Committee member must

9.3.1 declare an interest before discussion begins on the matter

9.3.2 withdraw from that part of the meeting unless expressly invited to  remain in order to provide information

9.3.3 not be counted in the quorum for that part of the meeting

9.3.4 withdraw during the vote and have no vote on the matter 

9.4  Any trust corporation which is appointed as a holding trustee or any nominee for NDF may be paid reasonable fees

9.5  Funds which are not required for immediate use or which will be required for use at a future date must be placed on deposit or invested in accordance with clause 3.11 until needed

9.6  Investments and other property of NDF may be held:

9.6.1 in the names of the Committee members for the time being (or in the name of the Committee if incorporated under the Charities Act 1993)

9.6.2 in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Committee or of a financial expert acting on their  instructions

9.6.3 in the name of at least two and up to four holding trustees for NDF who must be appointed (and may be removed) by a resolution of the Committee.

9.6.4 in the name of a trust corporation as a holding trustee for NDF , which must be appointed (and may be removed) by deed  executed by the Committee 

9.6.5 in the case of land, by the Official Custodian for Charities under an  order of the Commission or the Court

10 RECORDS & ACCOUNTS

10.1 The Committee must comply with the requirements of the Charities Act 1993 as to the keeping of financial records, the audit or independent examination of accounts and the preparation and transmission to the Commission of:

10.1.1 annual reports

10.1.2 annual returns

10.1.3 annual statements of account

10.2 The Committee must keep proper records of:

10.2.1 all proceedings at general meetings

10.2.2 all proceedings at Committee meetings

10.2.3 all reports of sub‑committees and Working Groups

10.2.4 all professional advice obtained 

10.3 Annual reports and statements of account relating to NDF must be made available for inspection by any member of NDF 

10.4 A copy of the latest available statement of account must be supplied to any person who makes a written request and pays NDF's reasonable costs (as required by the Charities Act 1993)

11 NOTICES

11.1 Notices under this Constitution may be sent by hand, or by post or by suitable electronic means or (where applicable to members generally) may be published in any suitable journal or newspaper, or in any newsletter distributed by NDF 

11.2 The address at which a member is entitled to receive notices is the address noted in the register of members (or, if none, the last known address)

11.2.1 Any notice given in accordance with this Constitution is to be treated for all purposes as having been received within one week of being posted or on the date of publication of a journal or newspaper containing the  notice

11.3 A technical defect in the giving of notice of which the members or the Committee members are unaware at the time does not invalidate decisions taken at a meeting

12 AMENDMENTS

This Constitution may be amended at a general meeting by a two‑thirds majority of the votes cast, but

12.1 The members must be given 28 clear days' notice of the proposed amendments

12.2 No amendment is valid if it would make a fundamental change to the Objects or to this clause or destroy the charitable status of NDF 

12.3 Clauses 9.2 and 9.3 may not be amended without the prior written consent of the Commission

13 INCORPORATION

13.1  The Committee may apply to the Commission under the Charities Act 1993 for a certificate of incorporation relating to the Committee but only after consulting the members at a general meeting 

13.2  The members at a general meeting may authorise the Committee to transfer the assets and liabilities of NDF to a limited company established for exclusively charitable purposes within, the same as or similar to the Objects and of which the members of NDF will be entitled to be members

13.3  On a transfer under clause 13.2 the Committee must ensure that all necessary steps are taken as to:

13.3.1 the transfer of land and other property

13.3.2 the novation of contracts of employment and transfer of pension rights

13.3.3 the trusteeship of any property held for special purposes

14 DISSOLUTION

14.1  If at any time the members at a general meeting decide to dissolve NDF, the members of the Committee will remain in office as charity trustees and will be responsible for the orderly winding up of NDF's affairs 

14.2  After making provision for all outstanding liabilities of NDF, the Committee must apply the remaining property and funds in one or more of the following ways:

14.2.1 by transfer to one or more other bodies established for exclusively  charitable purposes within, the same as or similar to the Objects

14.2.2 directly for the Objects or charitable purposes within or similar to the  Objects

14.2.3 in such other manner consistent with charitable status as the  Commission approve in writing in advance 

14.3  A final report and statement of account relating to NDF must be sent to the Commission

15        INTERPRETATION

15.1    In this Constitution: 

· 'AGM' means an annual general meeting of the members of NDF

· ‘Area of benefit’ means the North East of England with particular emphasis on Newcastle upon Tyne and the surrounding areas

· 'NDF' means the charity comprised in this constitution

· 'authorised representative' means an individual who is authorised by a member organisation to act on its behalf at meetings of NDF

· 'the Chair' means the chair of NDF elected at the AGM    

· 'charity trustees' has the meaning prescribed by section 97(1) of the Charities Act 1993

· 'the Commission' means the Charity Commissioners for England and Wales

· 'the Committee' is the governing body of NDF

· 'co‑opted Committee member' means a member of the Committee appointed by the members of the Committee in accordance with clause 7.2.2

· 'EGM' means a general meeting of the members of NDF which is not an AGM 

· 'elected Committee member' means a member of the Committee elected at an AGM

· 'financial expert' means an individual, company or firm who is an authorised person or an exempted person within the meaning of the Financial Services Act 1986

· 'fundamental change' means such a change as would not have been within the reasonable contemplation of a person making a donation to NDF 

· 'holding trustee' means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use, investment or disposal

· 'independent examiner' has the meaning prescribed by section 43(3)(a) of the Charities Act 1993

· 'material benefit' means a benefit which may not be financial but has a monetary value 

· 'member' and 'membership' refer to members of NDF   

· 'months' means calendar months

· 'the Objects' means the charitable objects of NDF set out in clause 2

· ‘a proxy’ is a person appointed to represent a member who cannot attend a meeting. A proxy may exercise a vote for each written authority which they hold, in addition to any vote they have in their own right

· 'taxable trading' means carrying on a trade or business on a continuing basis for the  principal purpose of raising funds and not for the purpose of actually carrying out the Objects

· ‘working group’ means a group working under the auspices of the committee but which may include members and non-members

· 'written' or 'in writing' refers to a legible document on paper including a fax message

· 'year' means calendar year

15.2 References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and any subordinate legislation made under it

ADOPTED AT A MEETING HELD 

AT  (Place)    Newcastle Civic Centre NDF E.G.M

ON  (Date)     13.3

.02

SIGNED  (Name and signature of chair of meeting)

NAME             Alison Blackburn

signature 

WITNESSED (Name, address, occupation and signature of witness)

NAME             Mary Kelly

ADDRESS    Disability North

Castles Farm Road, Gosforth, Newcastle upon Tyne NE3 1PH

OCCUPATION  Director

SIGNATURE