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   Constitution of the Middleton St. George Community Association

 

Date of constitution (last amended): 7th March 2012

  1. NAME

The name of the charity shall be the MIDDLETON ST.GEORGE COMMUNITY ASSOCIATION (hereinafter called the Association)

 

  1. OBJECTS

The objects of the Association are to:

  • promote the benefit of the inhabitants of Middleton St. George and the neighbourhood (hereinafter called the “area of benefit”) without distinction of sex, race or of political, religious or other opinions by associating together the said inhabitants and the statutory authorities, voluntary and other organizations in a common effort to advance education and to provide facilities in the interests of social welfare for recreation and leisure time occupation with the object of improving the conditions of life for the said inhabitants.
  • In furtherance of these objects but not otherwise, the Trustees shall have the power to maintain or manage or co-operate with any statutory authority in the maintenance and management of the community centre known as the Middleton St George Community Centre for activities promoted by the charity in furtherance of the above objects.
  • The Association shall be non-party in politics and non-sectarian in religion and non-racial.

 

  1. POWERS

In furtherance of the said objects the Association shall have power to:

  • Co-operate with other voluntary organisations, statutory authorities and individuals;
  • Establish or support a local forum of representatives of community groups, voluntary organizations, statutory authorities and individuals involved in community work;
  • Arrange and provide for, either alone or with others, the holding of exhibitions, meetings, lectures, classes, seminars or training courses and all forms of recreational and other leisure-time activities;
  • Insure and arrange insurance cover and to indemnify its employees and voluntary workers from and against all such risks incurred in the course of the performance of their duties as may be thought fit;
  • Provide indemnity insurance for the Members of the management committee out of the funds of the Association PROVIDED any such insurance shall not extend to any claim arising from any act or omission which the Members of the management committee knew to be a breach of duty or breach of trust or which was committed by Members of the management committee in reckless disregard of whether it was a breach of duty or not.

 

  1.    MEMBERSHIP

            (a)  Individual Membership

All persons over 18 years of age who work or socialise in our community or are residing in the area of benefit shall be eligible to become a Member on payment of a minimum annual subscription to be determined from time to time by the Management Committee. Only Members have voting powers.

(b) Junior Membership

Young people under the age of 18 years of age who work or socialise in our community or are residing in the area of benefit shall be eligible to become a Junior Member on payment of a minimum annual subscription to be determined from time to time by the Management Committee.   This Membership does not carry voting rights.

(c) Annual Subscription

The Association’s annual subscription is due on 1st November of each year and non- payment of the subscription by the 31st October renders the Member ineligible for voting at the A.G.M.

 

  1. APPOINTMENT OF CHARITY TRUSTEES
  • Apart from the first charity Trustee every Trustee must be appointed by a resolution passed at a properly convened meeting of the charity Trustees.
  • In selecting individuals for appointment as a charity Trustee the charity Trustees must have regard to the skills knowledge and experience needed for the effective administration of the Community Centre.

 

  1. INFORMATION FOR NEW CHARITY TRUSTEES

The charity Trustees will make available to each new charity Trustee on or before their first appointment:

(a)        a copy of the current version of this constitution;

(b)       a copy of the latest Trustees’ Annual Report and statement of accounts;

(c)       an introduction to the workings of the Community Centre.

 

  1. RETIREMENT AND REMOVAL OF A CHARITY TRUSTEE

A charity Trustee ceases to hold office if the Trustee:

(a)   retires by notifying the Secretary in writing (but only if enough charity Trustees will   remain in office when the notice of resignation takes effect to form a quorum for meetings);

(b)  is absent without the permission of the charity Trustees from all their meetings held within a period of four months and the Trustees resolve that the office of the absent  Trustee be vacated;

(c)   dies;

  • in the written opinion given to the Secretary or other authorized person/persons of Registered medical practitioner treating that person has become physically or mentally incapable of acting as a Trustee and may remain so for more than three months;

(e)  is disqualified from acting as a charity Trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

(f)  Any person retiring as a charity Trustee is eligible for reappointment.

Disputes

If a dispute arises between Members of the committee about the validity or propriety of anything done by the Members under this constitution and the dispute cannot be resolved by agreement the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

 

  1. TERMINATION OF MEMBERSHIP

The Management Committee may by resolution passed at a meeting thereof terminate the Membership of a Trustee if in its opinion their conduct is prejudicial to the interests and objects of the Association or brings the Association into disrepute. They shall have the right to be heard by the Management Committee by providing any evidence submitted either written or orally communicated of their objection to termination.  The Management Committee shall take a vote on the submitted evidence and their decision will be final.   

 

  1. MEETINGS OF THE ASSOCIATION

 (a)  Annual General Meeting

Once in each calendar year an Annual General Meeting of the Association shall be held at such time and place as the Trustees shall determine.

The Secretary shall give at least twenty one clear days’ notice of the Annual General Meeting.    The notice shall be given individually to Members posted in a conspicuous place or places in the area of benefit and/or promoted electronically.

The business of each Annual General Meeting shall be:

  • To receive the Annual Report of the Management Committee, which shall incorporate the accounts of the Association and give an account of the work of the Association and its activities during the preceding year;
  • To elect the Officers of the Association as below:
  • Elect the Chairperson and Officers
  • Elect up to twelve Members of the Management Committee
  • Appoint two Auditors
  • Consider any other business submitted in writing fourteen days before the meeting and printed on the agenda.
  • Vote on proposals to amend this Constitution in accordance with Clause 15 thereof.

(b)   Special General Meetings

The Chair of the Management Committee may at any time at The Chair’s discretion and the Secretary shall within twenty one days of receiving a written request so to do signed by not less than ten Members with power to vote and giving reasons for the request call a Special General Meeting of the Association to consider the business specified on the notice of the meeting and for no other purpose. The Secretary shall give at least fourteen clear days’ notice of the Special General Meeting individually to Members or posted in a conspicuous place or places in the area of benefit and/or advertised electronically or circulating in the area of benefit.

The Chair of the Management Committee shall act as Chair of the Special Meeting. If both the Chair and Vice Chair are absent from any meeting the Members present shall choose one of their number to chair the meeting before any other business is transacted.

(c)  Management Committee Meetings

The Management Committee shall consist of the following:

  • The Chair, Secretary and Treasurer elected at the Annual General meeting
  • A Vice Chair may also be appointed along with that of a Bookings Secretary. Both positions are to be voted for at a Management Committee meeting and confirmed as elected at the Annual General Meeting.
  • Up to Twelve Members may be confirmed as elected at the Annual General Meeting.
  • The policy and affairs of the Association shall be administered by the Management Committee.
  • The Management Committee should meet at least bi-monthly. At least Three members of the Management Committee shall be present to form a quorum.
  • Any vacancies on the Management Committee may be filled by the Management Committee.

Rules for the management and use of the Community Centre, including hire charges, shall be drawn up by the Management Committee and take effect when approved at their meeting.

 

  1. RULES OF PROCEDURE AT ALL MEETINGS (including those held electronically)

 (a)   Voting

Subject to the provisions of Clause 16 (Alterations to the Constitution) all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. No Member shall exercise more than one vote notwithstanding that the Member may have been appointed to represent two or more interests. In case of an equality of votes the Chair shall have a second or casting vote.

Proxy voting

Any Member may appoint another person as a proxy to exercise all or any of that Member’s rights to attend speak and vote at a general meeting of the community centre.  Proxies must be appointed by a notice in writing (a “proxy notice”) which:

  • states the name and address of the Member appointing the proxy;
  • identifies the person appointed to be that Member’s proxy and the general meeting in relation to which that person is appointed;
  • is signed by or on behalf of the Member appointing the proxy, or is authenticated in such.

(b)  Minutes

A record of Minutes shall be kept by the Association, i.e. the Management Committee and any sub-committees and the appropriate secretary shall enter therein a record of all proceedings and resolutions.

 

  1. HIRE CHARGES

All affiliated organizations and users of the Community Centre facilities shall pay such hire charges for the use of such facilities as may be determined from time to time by the Management Committee.

  1. STANDING ORDERS AND RULES FOR THE USE OF THE CENTRE

The Management Committee shall have power to adopt and issue Rules for the use of the Centre. Such Rules shall come into operation immediately or as deemed reasonably possible, provided that they shall be subject to review by the Management Committee and shall not be inconsistent with the provisions of this Constitution.

 

  1. FINANCE

(a)   All monies raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose. PROVIDED THAT nothing herein contained shall prevent 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.

(b)  The Association’s financial year shall end on 31st December.

(c)  All monies shall be paid into the Association’s accounts at a bank of the Management Committee’s choosing. Electronic use of the said bank account shall be as recorded within the bank mandate and signed accordingly. One person should be the appointed Treasurer or person acting as such.

(d)  An audited statement of accounts for the last financial year shall be submitted by the Management Committee to the Annual General Meeting and shall indicate the income and expenditure of the Association.

(e)  The accounts of the Association shall be audited annually by duly elected Auditors appointed at the Annual General Meeting of the Association

(f)  The Treasurer shall keep proper accounts of the finances of the Association and show recorded balances at each meeting of the Trustees.

(g) All financial transactions should have the approval of the Chair with budgeting activities for the Community Centre agreed by the Chair.

 

  1. TRUST PROPERTY

The title of all and any real property which may be acquired by or for the purposes of the Association shall be vested in the Official Custodian for Charities.

The Management Committee shall comply with its obligations under the Charities Act 2011 (or any statutory modification or re-enactment of that Act) with respect to the preparation of an annual report and an annual return and their transmission to the Charity Commission for England and Wales.

 

  1. DISSOLUTION

If the Management Committee by a simple majority decides at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve the Association it shall call a meeting of all  Members  of the Association who have the power to vote and of the inhabitants of the area of benefit of the age of eighteen years and upwards of which meeting not less than twenty one days’ notice (stating the terms of the resolution to be proposed thereat) shall be posted in a conspicuous place or places in the area of benefit and to include electronic notification and also given in writing to the Charity Commissioners for England and Wales. If such decision shall be confirmed by a simple majority vote of those present at such meeting the Management Committee shall have power to dispose of any assets held by or in the name of the Association.

Any assets remaining after the satisfaction of any proper debts and liabilities shall be transferred to any charity or charities with similar charitable purposes to those of the Association to be used for the benefit of the inhabitants of the area of benefit as the Management Committee may decide subject to the prior approval in writing of the Charity Commission for England and Wales, or other authority having charitable jurisdiction. The Management Committee shall notify the Charity Commission promptly of the decision to dissolve the Association and if obliged to do so send to it a copy of the Association’s final accounts.

 

  1. ALTERATIONS TO THE CONSTITUTION

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

  • A simple majority of Members of the Management Committee present and voting at a Management Committee meeting.
  • 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, stating the wording of the proposed alteration/s. Electronic notifications can also be used.

No alteration should be made to this constitution which would cause the Association to cease to be a charity at law. No alteration to Clause 1 (Name), Clause 2 (Objects), Clause 15 (Dissolution) or to this clause shall take effect until the approval in writing of the Charity Commission or other authority having charitable jurisdiction shall have been obtained.

This Constitution was adopted, pursuant to Clause 15 now Clause 16 (Alterations to the Constitution) of the constitution previously adopted on 2nd March, 1971 with changes having been approved at a Management Committee meeting held on 23rd February 2022 and approved at a General Meeting of the Association held on 12th March 2022.

 

Signed                                                             Signed

 

--------------------------------------------------             ----------------------------------------------------

 

Chair of the Meeting                                                   Secretary of the Meeting

 

Date:                                                                                Date:

 

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Address

Middleton St George Community Centre

Water Park

Station Road

Middleton St George

Darlington

DL2 1JG

Email - msgcommunitycentre@gmail.com