Constitution of Friends of Evington
- Adoption of the constitution
The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.
The association’s name is Friends of Evington (and in this document it is called the charity).
The charity’s objects (‘the objects’):
- To promote for the benefit of the public the conservation protection and improvement of the physical and natural environment in the Evington suburb of Leicester and the surrounding area.
- To promote for the benefit of the inhabitants of Evington and the surrounding area the provision of facilities for recreation or other leisure time occupation of individuals who have need of such facilities by reason of their youth, age, infirmity or disablement, financial hardship or social and economic circumstances or for the public at large in the interests of social welfare and with the object of improving the condition of life of the said inhabitants.
[Nothing in this constitution shall authorise an application of the property of the charity for purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and/or section 2 of the Charities Act (Northern Ireland) 2008.]
- Application of income and property
(1) The income and property of the charity shall be applied solely towards the promotion of the objects.
(a) A charity trustee is entitled to be reimbursed from the property of the charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the charity.
(b) A charity trustee may benefit from trustee indemnity insurance cover purchased at the charity’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
- None of the income or property of the charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the charity. This does not prevent a member who is not also a trustee from receiving:
(a) a benefit from the charity in the capacity of a beneficiary of the charity;
(b) reasonable and proper remuneration for any goods or services supplied to the charity.
- Benefits and payments to charity trustees and connected persons
(1) General provisions
No charity trustee or connected person may:
(a) buy or receive any goods or services from the charity on terms preferential to those applicable to members of the public;
(b) sell goods, services or any interest in land to the charity;
(c) be employed by, or receive any remuneration from, the charity;
(d) receive any other financial benefit from the charity; unless the payment is permitted by sub-clause (2) of this clause, or authorised by the court or the Charity Commission (‘the Commission’).
In this clause, a ‘financial benefit’ means a benefit, direct or indirect, which is either money or has a monetary value.
(2) Scope and powers permitting trustees or connected persons’ benefits
(a) A charity trustee or connected person may receive a benefit from the charity in the capacity of a beneficiary of the charity provided that a majority of the trustees do not benefit in this way.
(b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the charity where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the charity with goods that are not supplied in connection with services provided to the charity by the charity trustee or connected person.
(d) A charity trustee or connected person may take part in the normal trading and fundraising activities of the charity on the same terms as members of the public.
3) Payment for supply of goods only – controls
The charity and its charity trustees may only rely upon the authority provided by sub-clause 2(c) of this clause if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the charity and the charity trustee or connected person supplying the goods (‘the supplier’) under which the supplier is to supply the goods in question to or on behalf of the charity.
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
(c) The other charity trustees are satisfied that it is in the best interests of the charity to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the charity.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
(f) The reason for their decision is recorded by the charity trustees in the minute book.
(g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 5.
In sub-clauses (2) and (3) of this clause:
(a) ‘the charity’ includes any company in which the charity:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or
(iii) has the right to appoint one or more trustees to the board of the company.
(b) ‘connected person’ includes any person within the definition set out in clause 34 (Interpretation).
(1) If the members resolve to dissolve the charity the trustees will remain in office as charity trustees and be responsible for winding up the affairs of the charity in accordance with this clause.
(2) The trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the charity.
(3) The trustees must apply any remaining property or money:
(a) directly for the objects;
(b) by transfer to any charity or charities for purposes the same as or similar to the charity;
(c) in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.
(4) The members may pass a resolution before or at the same time as the resolution to dissolve the charity specifying the manner in which the trustees are to apply the remaining property or assets of the charity and the trustees must comply with the resolution if it is consistent with paragraphs (a) – (c) inclusive in sub-clause (3) above.
(5) In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity (except to a member that is itself a charity).
(6) The trustees must notify the Commission promptly that the charity has been dissolved. If the trustees are obliged to send the charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the charity’s final accounts.
- Amendment of constitution
(1) The charity may amend any provision contained in Part 1 of this constitution provided that:
(a) no amendment may be made that would have the effect of making the charity cease to be a charity at law;
(b) no amendment may be made to alter the objects if the change would undermine or work against the previous objects of the charity;
(c) no amendment may be made to clause 3 (Objects), 4 (Application of income and property), clause 5 (Benefits and payments to charity trustees and connected persons), clause 6 (Dissolution) or this clause without the prior consent in writing of the Commission;
(d) any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting.
(2) Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.
(3) A copy of any resolution amending this constitution shall be sent to the Commission within twenty one days of it being passed.