2.
OBJECTS
The object of the Association (“the Objects”) is to advance the education of
pupils in the School in particular by
2.1 developing effective relationships between the staff parents and others
associated with the School;
2.2 engaging in activities or providing facilities or equipment which support
the School and advance the education of the pupils;
3.
POWERS
The Association has the following powers, which may be exercised only in
promoting the Objects:
3.1 To provide advice
3.2 To publish or distribute information
3.3 To co-operate with other bodies
3.4 To raise funds (but not by means of taxable trading)
3.5 To acquire or hire property of any kind
3.6 To make grants or loans of money and to give guarantees
3.7 To set aside funds for special purposes or as reserves against future
expenditure
3.8 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)
3.9 To take out public liability and personal accident insurance to cover
Association meetings, activities, Officers, and Committee Members, to insure
the Association’s property against any foreseeable risk and take out other
insurance policies to protect the Association where required
3.10 To insure members of the Committee against the costs of a successful
defence to a criminal prosecution brought against them as charity trustees or
against personal liability incurred in respect of any act or omission which is
or is alleged to be a breach of trust or breach of duty (unless the member
concerned knew that, or was reckless whether, the act or omission was a breach
of trust or breach of duty)
3.11 Subject to clause 9.2, to employ paid or unpaid agents, staff or advisers
3.12 To enter into contracts to provide services to or on behalf of other
bodies
3.13 To pay the costs of forming the Association
3.14 To do anything else within the law which promotes the Objects BUT the
Committee shall not undertake any activity in the school premises without the
consent of the Headteacher.
4.
MEMBERSHIP
Members of the Association are:
4.1 in a Parents Association the parents guardians or carers of a pupil
currently attending the School
4.2 in a Parent-Teacher Association or Home-School Association the above plus
the members of the teaching and non-teaching staff currently employed by the
School.
4.3 in any other Association any person wishing to offer appropriate support
or help to the School and who is accepted by the Committee as a member.
BUT the Committee may for good reason (whether or not at the request of the
Governing Body or the Headteacher) exclude any person from membership whose
presence at or support of the School is deemed a danger to the School or its
pupils or staff or might bring the Association into disrepute (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).
5.
GENERAL MEETINGS
5.1 All members are entitled to attend any AGM or EGM of the Association
5.2 General meetings are called by 21 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 personally
present is a least three times the number of Committee Members in office at
the commencement of the meeting
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 present in person
5.6 Except for the chair of the meeting, who has a second or casting vote,
every member present in person is entitled to one vote on every issue
5.7 An AGM must be held in every year (except that the first AGM may be held
at any time within 18 months after the formation of the Association)
5.8 At an AGM the members:
5.8.1 receive the accounts of the Association for the previous financial
year
5.8.2 receive the report of the Committee on the Association’s activities
since the previous AGM
5.8.3 elect the Committee
5.8.4 appoint an independent examiner or auditor for the Association
5.8.5 may confer on any individual (with his or her consent) the honorary
title of Patron, President or Vice-President of the Association
5.8.6 discuss and determine any issues of policy or deal with any other
business put before them
5.9 An EGM may be called at any time by the Committee and must be called
within 21 days after a written request to the Committee from at least 10
members
6.
THE COMMITTEE
6.1 The Committee as charity trustees have control of the Association and its
property and funds
6.2.1 The Committee when complete shall comprise the officers and the other
persons set out in clause 1.4 all of whom must be members of the
Association.
6.2.2 The number of co-opted Committee Members (who need not necessarily be
members of the Association) shall not exceed 50% of the number of ordinary
committee members.
6.3 The Committee shall be elected at the AGM and shall hold office until the
next AGM but the co-opted Committee members may be co-opted by the Committee
at any time and shall hold office until the next AGM.
6.4 Nominations for election to the Committee may be made by one member
seconded by another. Such nomination must have the consent of the nominee.
Nominations should be made in writing to the Chair at any time until the
election process has been completed. The head of school (or their nominee) is
an ex-officio member 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
reasonable explanation at the committee's discretion
6.5.4 ceases to be a member of the Association
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 the Association 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 one meeting per term
7.2 A quorum at a Committee meeting is a third of the total current membership
of the Committee members
7.3 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
7.4 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
7.5 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 the
Association:
8.1 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)
8.2 to make Rules consistent with this Constitution about the Committee and
sub-committees, to govern proceedings at general meetings and generally about
the running of the Association (including the operation of bank accounts and
the commitment of funds
9.
PROPERTY & FUNDS
9.1 The property and funds of the Association must be used only for promoting
the Objects
9.2 No Committee member may receive any payment of money or other material
benefit (whether direct or indirect) from the Association except
9.2.1 under clauses 3.10 (indemnity insurance) and
9.2.3 (fees)
9.2.2 reimbursement of reasonable out-of-pocket expenses (including hotel
and travel costs) actually incurred in the administration of the Association
9.2.3 in the case of an individual member, charitable benefits in his or her
capacity as a beneficiary subject to compliance with clause 9.3
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
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
10.3 Annual reports and statements of account relating to the Association must
be made available for inspection by any member of the Association
11. NOTICES
11.1 Notices under this Constitution may be sent by hand, or by post or by
suitable electronic means or in any newsletter distributed by the Association.
Notification by hand may include distribution to parents guardians and carers
via their children with or without other communications from the School
11.2 The address at which a member is entitled to receive notices (if sent by
post) is the last known address of the member
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 21 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 the Association
13. DISSOLUTION
13.1 The Association may be dissolved by a resolution presented at an EGM
called for this purpose. The resolution must have the assent of two thirds of
those present and voting. Such resolution may give instructions for the
disposal of any assets remaining after satisfying any outstanding debts and
liabilities.
13.2 The net assets shall not be distributed among the members of the
Association but will be given to the School for the benefit of the pupils of
the School, or in the event of the School closing to such other neighbouring
school or schools the Committee shall decide
13.3 If effect cannot be given to this provision then the assets can be given
to some other charitable purpose.
14. INTERPRETATION
14.1 In this Constitution:
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‘AGM’ means an annual general meeting of the members of the Association ‘the
Association’ means the charity comprised in this constitution |
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‘the Chair’ means the chair of the Association elected at the AGM |
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‘charity trustees’ has the meaning prescribed by section 97(1) of the
Charities Act 1993 |
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‘clear day’ means 24 hours from midnight following the triggering event
|
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‘the Commission’ means the Charity Commissioners for England and Wales
|
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‘the Committee’ is the governing body of the Association |
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‘co-opted Committee member’ means a member of the Committee appointed by the
members of the Committee in accordance with clause 6 |
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‘EGM’ means a general meeting of the members of the Association which is not
an AGM |
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‘fundamental change’ means such a change as would not have been within the
reasonable contemplation of a person making a donation to the Association |
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‘general meetings’ means any AGM or EGM |
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‘Governing Body’ means the governing body of the School |
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‘Headteacher’ means the Headteacher or Principal of the School |
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‘independent examiner’ has the meaning prescribed by section 43(3)(a) of the
Charities Act 1993 |
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‘material benefit’ means a benefit which may not be financial but has a
monetary value |
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‘member’ and ‘membership’ refer to members of the Association |
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‘months’ means calendar months |
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‘the Objects’ means the charitable objects of the Association set out in
clause 2 |
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‘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 |
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‘written’ or ‘in writing’ refers to a legible document on paper including a
fax message |
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‘year’ means calendar year |
