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The Beaumont SocietyConstitutionThe foregoing Constitution came into effect on 14th March 2010, as agreed at a meeting of the executive Committee held in London, and all previous Constitutions of the Beaumont Society are henceforth superseded.
1.
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.
2.
The Name The association’s name is The
Beaumont Society
(and in this document is called
the charity)
3.
The Objects The Charity’s objects (the
Objects) are :
(1) To relieve the mental and emotional stress suffered by all Transgender
persons, in particular but not exclusively, by providing a means of help and
communication between such persons, in order to reduce the emotional stress,
eliminate the sense of guilt and so aid the better understanding by them and
of their families and friends.
(2) To advance the education and inform lay and professional groups about all
aspects of Transgenderism and Gender Dysphoria, to gain public understanding
and tolerance for this mode of behaviour and help for those so affected.'
4.
Application of the Income and
Property
(1)
The income and
property of the charity shall be applied solely towards the promotion of the
Objects.
(2)
A Trustee may pay out
of, or be reimbursed from, the property of the charity reasonable expenses
properly incurred by him or her when acting on behalf of the charity.
(3)
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)
a member who is not
also a Trustee from receiving reasonable and proper remuneration for any goods
or services supplied to the Charity;
(b)
a Trustee from :
(i)
buying goods or
services from the Charity upon the same terms as other members or members of
the public;
(ii)
receiving a benefit
from the Charity in the capacity of a beneficiary of the Charity, provided
that the Trustees comply with the provisions of sub clause (6) of this clause,
or as a member of the Charity and upon the same terms as other members;
(c)
the purchase of
indemnity insurance for the Trustees against any liability that by virtue of
any rule of law would otherwise attach to a Trustee or other officer in
respect of any negligence , default breach of duty or breach of trust of which
he or she may be guilty in relation to the Charity but excluding:
(i)
fines;
(ii)
costs of
unsuccessfully defending criminal prosecutions for offences arising out of the
fraud , dishonesty or wilful or reckless misconduct of the Trustee or other
officer;
(iii)
liabilities to the
Charity that result from conduct that the Trustee or other officer knew or
ought to have known was not in the best interests of the Charity or in respect
of which the person concerned did
not care whether that conduct was in the best interests of the Charity or not.
(4)
No Trustee may be
paid or receive any other benefit for being a Trustee.
(5)
A Trustee may:
(a)
sell goods, services
or any interest in land to the Charity;
(b)
be employed by or
receive any remuneration from the Charity;
(c)
receive any other
financial benefit from the Charity, If :
(d)
he or she is not
prevented from so doing by sub-clause (4) of this clause; and
(e)
the benefit is
permitted by sub-clause (3) of this clause; or
(f)
the benefit is
authorised by the Trustees in accordance with the conditions in sub-clause (6)
of this clause. (6)
(a)
If it is proposed that a Trustee should receive a benefit from the
Charity that is not already permitted under sub-clause (3) of this clause, he
or she must :
(i)
declare his or her
interest in the proposal;
(ii)
be absent from that
part of any meeting at which the proposal is discussed and take no part in any
discussion of it;
(iii)
not be counted in
determining whether the meeting is quorate;
(iv)
not vote on the
proposal. (b) in cases covered by
sub-clause (5) of this clause, those Trustees who do not stand to receive the
proposed benefit must be satisfied that it is in the interests of the Charity
to contract with or employ that Trustee rather than with someone who is not a
Trustee and they must record the reason for their decision in the minutes. In
reaching that decision the Trustees must balance the advantage of contracting
with or employing a Trustee against the disadvantage of doing so (especially
the loss of the Trustee’s services as a result of dealing with the Trustee’s
conflict of interest) (c) The Trustees may only
authorise a transaction falling within paragraphs 5 (a)-(c) of this clause if
the trustee body comprises a majority of Trustees who have not received any
such benefit. (d) If the Trustees fail to
follow this procedure, the resolution to confer a benefit upon the Trustee
will be void and the Trustee must repay to the Charity the value of any
benefit received by the Trustee from the Charity. (7) A Trustee must absent
himself or herself from any discussions of the Trustees in which in which it
is possible that a conflict will arise between his or her duty to act solely
in the interests of the Charity and any personal interest (including but not
limited to any personal financial interest) and take no part in the voting
upon the matter. (8) In this Clause 4, “Trustee”
shall include any person firm or company connected with the Trustee.
5.
Dissolution
(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
(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.
6.
Amendments
(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 not be within the reasonable
contemplation of the members of or donors to the Charity;
(c)
no amendment may be
made to clause 4 without the prior written consent 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. PART 2
7.
Membership
(1)
Membership is open to
individuals over eighteen (or the age of majority as specified by Act of
Parliament if different) or to organisations
who are approved by the Trustees.
(2)
(a)
The Trustees may only refuse an application for membership if,
acting reasonably and properly, they consider it to be in the best
interests of the Charity to refuse the application.
(b)
The Trustees must
inform the applicant in writing of the reasons for the refusal within
twenty-one days of the decision.
(c)
The Trustees must
consider any written representations the applicant may make about the
decision. The Trustee’s decision following any written representations must be
notified to the applicant in writing but shall be final.
(3)
Membership is not
transferable to anyone else.
(4)
The Trustees must
keep a register of names and addresses of the members. The list of current
members and geographical location will be published in the members bulletin
which is regularly sent to all paid up members. Full contact details will only
be released with the express permission of the member concerned. Members
wishing to contact / correspond with other members may do so using the normal
contact system provided by the charity.
(5)
The number of members
of the Society shall not be limited, but members shall acquire membership in
the classes stated below and shall have rights and responsibilities only as
defined in this Constitution. There shall be five classes of
membership : (a)
E MEMBER : These members have membership
through the internet only and may wish to keep their personal
information (real name and postal address) confidential. The Charity respects
their desire for privacy and their choice to limit their use of the facilities
available to them and they are members of the Charity. They have the right to
vote on all matters put to the membership in a vote in general meeting or by
other means subject to verification of their current membership status. (b)
FULL MEMBERS : These are members of the
Charity. They have the right to
vote on all matters put to the membership in a vote in general meeting or by
other means and have access to the full range of facilities provided by the
Charity on behalf of the membership. (c)
HONORARY/LIFE MEMBERS
: It is recognised that certain
individuals have greatly contributed to the aims of the Charity by their
voluntary work or by other means and Honorary / Life membership may be offered
to them at the absolute discretion of the Trustees. These members have the
same rights as full members but are not required to pay a membership fee. (d)
FAMILY ASSOCIATION MEMBER
: A full member may apply for
joint membership with his/her partner/family member.
The Family Association's Membership will be as the full members but
with an "A" following the membership number i.e. 5 59— A.
The Associate member will have the same rights as their full member
has, except that they will not automatically receive publications /
circulations in their own right, but also will not be required to pay any
membership fee. Associate
Membership ceases with non-renewal of the full members membership.
(e) WOBS MEMBER
(Women of WOBS helpline operators shall
be bound by the Constitution as Full Members of the Charity during their
period of tenure. WOBS have their
own autonomy and shall operate their own guidelines providing they do not
conflict with the guidelines of the Charity.
(6)
Members shall sign
the declaration which appears on the Application for Membership including the
declaration that they are prepared to accept the Constitution. (i) The Charity (a) The annual subscription
shall be defined by the Trustees. (b) The annual subscription is
the amount required from a member to maintain that membership in good
standing. The sum payable shall be determined by the Trustees and shall become
due on the anniversary of the member joining the Charity. (c) Annual subscriptions shall
be waived for the members of WOBS Helpline Operators during their period of
tenure and for Honorary/Life Members. (ii) The Regions The charity shall operate
through a regional organisation to provide support services to the membership
and to educate other local community organisations in transgender issues .
Such regional organisation will be as appropriate and
defined by the trustees. (iii) Hardship In the event of financial
hardship, Trustees are empowered
to reduce or waive any subscription or fee due from a member detailed in (7) (i)
as they see fit.
8.
Termination of Membership
Membership is terminated if :
(1)
the member dies or,
if it is an organisation, ceases to exist;
(2)
the member resigns by
written notice to the Charity unless, after the resignation, there would be
less than two members;
(3)
any sum due from the
member to the Charity is not paid in full within six months of it falling due;
(4)
the member is removed
from membership by a resolution of the Trustees that it is in the best
interests of the Charity that his or her membership is terminated. A
resolution to remove a member from membership may only be passed if:
(a)
the member has been
given at least twenty one days’ notice in writing of the meeting of the
Trustees at which the resolution will be proposed and the reasons why it is to
be proposed;
(b)
the member or, at the
option of the member, the member’s representative (who need not be a member of
the Charity) has been allowed to make representations to the meeting.
9.
General Meetings
(1)
The Charity must hold
a general meeting within twelve months of the date of the adoption of this
Constitution.
(2)
An annual general
meeting must be held in each subsequent year and not more than fifteen months
may elapse between successive annual general meetings.
(3)
All general meetings
other than annual general meetings shall be called special general meetings.
(4)
The Trustees may call
a special general meeting at any time.
(5)
The Trustees must
call a special general meeting if requested to do so in writing by at least
ten members or five percent of the membership, whichever is the greater. The
request must state the nature of the business that is to be discussed. If the
Trustees fail to hold the meeting within twenty-eight days of the request ,
the members may proceed to call a special general meeting but in doing so they
must comply with the provisions of this Constitution.
10.
Notice
(1)
The minimum period of
notice required to hold any general meeting of the Charity is fourteen clear
days from the date on which the notice is deemed to have been given.
(2)
A general meeting may
be called by shorter notice, if it is so agreed by all the members entitled to
attend and vote.
(3)
The notice must
specify the date, time and place of the meeting and the general nature of the
business to be transacted. If the meeting is to be an annual general meeting,
the notice must say so.
(4)
The notice must be
given to all members and to the Trustees.
11.
Quorum
(1)
No business shall be
transacted at any general meeting unless a quorum is present.
(2)
A quorum is; .
Ten members entitled to vote upon the business to be conducted at the
meeting; or .
five percent of the total membership at the time, whichever is the greater.
(3)
The authorised
representative of a member organisation shall be counted in the quorum.
(4)
If:
(a)
a quorum is not
present within half an hour from the time appointed for the meeting; or
(b)
during a meeting a
quorum ceases to be present, the meeting shall be adjourned
to such a time and place as the Trustees shall determine.
(5)
The Trustees must
re-convene the meeting and must give at least seven clear days’ notice of the
re-convened meeting stating the date, time and place of the meeting.
(6)
If no quorum is
present at the re-convened meeting within fifteen minutes of the time
specified for the start of the meeting
the members present at that time shall constitute the quorum for that
meeting.
12.
Chair
(1)
General meetings
shall be chaired by the person who has been elected as Chair.
(2)
If there is no such
person or he or she is not present within fifteen minutes of the time
appointed for the meeting a Trustee nominated by the Trustees shall chair the
meeting.
(3)
If there is only one
Trustee present and willing to act, he or she shall chair the meeting.
(4)
If no Trustee is
present and willing to chair the meeting within fifteen minutes after the time
appointed for holding it, the members present and entitled to vote must choose
one of their number to chair the meeting.
13.
Adjournments
(1)
The members present
at a meeting may resolve that the meeting shall be adjourned.
(2)
The person who is
chairing the meeting must decide the date , time and place at which the
meeting is to be re-convened unless those details are specified in the
resolution.
(3)
No business shall be
conducted at an adjourned meeting unless it could properly have been conducted
at the meeting had the adjournment not taken place.
(4)
If a meeting is
adjourned by a resolution of the members for more than seven days, at least
seven clear days’ notice shall be given of the re-convened meeting stating the
date, time and place of the meeting.
14.
Votes
(1)
Each eligible member
shall have one vote but if there is an equality of votes the person who is
chairing the meeting shall have a casting vote in addition to any other vote
he or she may have.
(2)
A resolution in
writing signed by each member ( or in the case of a member that is an
organisation, by its authorised representative) who would have been entitled
to vote upon it had it been proposed at a general meeting shall be effective.
It may comprise several copies each signed by or on behalf of one or more
members.
15.
Representatives of Other Bodies
(1)
Any organisation that
is a member of the Charity may nominate any person to act as its
representative at any meeting of the Charity.
(2)
The organisation must
give written notice to the Charity of the name of its representative. The
nominee shall not be entitled to represent the organisation at any meeting
unless the notice has been received by the Charity. The nominee may continue
to represent the organisation until written notice to the contrary is received
by the Charity.
(3)
Any notice given to
the Charity will be conclusive evidence that the nominee is entitled to
represent the organisation or that
his or her authority has been revoked. The Charity shall not be required to
consider whether the nominee has been properly appointed by the organisation.
16.
Officers and Trustees
(1)
The Charity and its
property shall be managed and administered by a committee comprising the
Officers and other members elected in accordance with this Constitution. The
Officers and other members of the committee shall be the Trustees of the
Charity and in this Constitution are together called “the Trustees”.
(2)
The Charity shall
have the following Officers: -
A Chair, (President) -
A Vice President -
A Secretary, -
A Membership Secretary -
A Treasurer. Unless circumstances dictate
otherwise the Chair (President) and Vice President would not be required to
stand for re-election in the same year and wherever possible no more than two
of the above officers would stand for re-election each year.
(3)
A Trustee must be a
member of the Charity or the nominated representative of an organisation that
is a member of the Charity.
(4)
No one may be
appointed a Trustee if he or she would be disqualified from acting under the
provisions of clause 19.
(5)
The number of
Trustees shall be not less than
three but (unless otherwise determined by a resolution of the Charity in
general meeting) shall not be subject to any maximum.
(6)
The first Trustees
(including Officers) shall be those persons elected as Trustees and Officers
at the meeting at which this Constitution is adopted.
(7)
A Trustee may not
appoint anyone to act on his or her behalf at meetings of the Trustees.
17.
The Appointment of Trustees
(1)
The Charity in
general meeting shall elect the Officers and the other Trustees.
(2)
The Trustees may
appoint any person who is willing to act as a Trustee. Subject to sub-clause
5(b) of this clause, they may also appoint Trustees to act as Officers.
(3)
Each of the Trustees
shall retire with effect from the conclusion of the annual general meeting
next after his or her appointment but shall be eligible for re-election at
that annual general meeting. Thereafter one third of the Trustees will stand
for re-election by the membership each year to ensure continuity in the
management of the Charity.
(4)
No-one may be elected
a Trustee or an Officer at any annual general meeting unless prior to the
meeting the Charity is given a
notice that :
(a)
is signed by a member
entitled to vote at the meeting;
(b)
states the member’s
intention to propose the appointment of a person as a Trustee or as an
Officer;
(c)
is signed by the
person who is to be proposed to show his or her willingness to be appointed.
(5)
(a)
The appointment of a Trustee, whether by the Charity in general meeting
or by the other Trustees, must not cause the number of Trustees to exceed any
number fixed in accordance with this constitution as the maximum number of
Trustees.
(b)
The Trustees may not appoint a person to be an Officer if a person has
already been elected or appointed
to that office and has not vacated the office.
18.
Powers of Trustees
(1)
The Trustees must
manage the business of the Charity and have the following powers in order to
further the Objects (but not for any other purpose):
(a)
to raise funds. In
doing so, the Trustees must not undertake any substantial permanent trading
activity and must comply with any relevant statutory regulations;
(b)
to buy, take on lease
or in exchange, hire or otherwise acquire any property and to maintain and
equip it for use;
(c)
to sell, lease or
otherwise dispose of all or any part of the property belonging to the Charity.
In exercising this power, the Trustees must comply as appropriate with
sections 36 and 37 of the Charities Act 1993;
(d)
to borrow money and
to charge the whole or any part of the property belonging to the Charity as
security for repayment of the money borrowed. The Trustees must comply as
appropriate with sections 38 and 39 of the Charities Act 1993 if they intend
to mortgage land;
(e)
to co-operate with
other Charities, voluntary bodies and statutory authorities and to exchange
information and advice with them;
(f)
to establish or
support any charitable trusts, associations or institutions formed for any of
the charitable purposes included in the Objects;
(g)
to acquire, merge
with or enter into any partnership or joint venture arrangement with any other
Charity formed for any of the Objects;
(h)
to set aside income
as a reserve against future expenditure but only in accordance with a written
policy about reserves;
(j)
to obtain and pay for such goods and
services as are
necessary for carrying out the
work of the Charity;
(k)
to open and operate
such bank and other accounts as the Trustees consider necessary and to invest
funds and to delegate the
management of funds in the same manner and subject to the same conditions as
the Trustees of a trust are permitted to do by the Trustee Act 2000;
(l)
to do all such other
lawful things as are necessary for the achievement of the Objects;
(2)
No alteration of this
Constitution or any special resolution shall have retrospective effect to
invalidate any prior act of the Trustees;
(3)
Any meeting of the
Trustees at which a quorum is present at the time the relevant decision is
made may exercise all the powers exercisable by the Trustees.
19.
Disqualification and Removal of
Trustees A Trustee shall cease to hold
office if he or she : (1)
is disqualified for acting as a Trustee by virtue of section 72 of the
Charities Act 1993 (or any statutory re-enactment or modification of that
provision); (2)
ceases to be a member of the Charity; (3)
becomes incapable by reason of mental disorder, illness or injury of
managing and administering his or her own affairs; (4)
resigns as a Trustee by notice to the Charity (but only if at least two
Trustees will remain in office when the notice of resignation is to take
effect); or (5)
is absent without the permission of the Trustees from all their
meetings held within a period of six consecutive months and the Trustees
resolve that his or her office be vacated.
20.
Proceedings of Trustees
(1)
The Trustees may
regulate their proceedings as they think fit, subject to the provisions of
this Constitution.
(2)
Any Trustee may call
a meeting of the Trustees.
(3)
The Secretary must
call a meeting of the Trustees if requested to do so by a Trustee.
(4)
Questions arising at
a meeting must be decided by a majority of votes.
(5)
In the case of an
equality of votes, the person who chairs the meeting shall have a second or
casting vote.
(6)
No decision may be
made by a meeting of the Trustees unless a quorum is present at the time the
decision is purported to be made.
(7)
The quorum shall be
two or the number nearest to one third of the total number of Trustees,
whichever is the greater or such larger number as may be decided from time to
time by the Trustees.
(8)
A Trustee shall not
be counted in the quorum present when any decision is made about a matter upon
which that Trustee is not entitled to vote.
(9)
If the number of
Trustees is less than the number fixed as the quorum, the continuing Trustees
or Trustee may act only for the purpose of filling vacancies or of calling a
general meeting. (10)The person elected as the
Chair shall chair meetings of the Trustees. (11)If the Chair is unwilling
to preside or is not present within ten minutes after the time appointed for
the meeting, the Trustees present may appoint one of their number to chair
that meeting. (12)The person appointed to
chair meetings of the Trustees shall have no functions or powers except those
conferred by this Constitution or delegated to him or her in writing by the
Trustees. (13)A resolution in writing
signed by all the Trustees entitled to receive notice of a meeting
of Trustees or of a committee of Trustees and to vote upon the
resolution shall be as valid and effectual as if it had been passed at a
meeting of the Trustees or (as the case may be ) a committee of Trustees duly
convened and held. (14)The resolution in writing
may comprise several documents containing text of the resolution in like form
each signed by one or more Trustees.
21.
Delegation
(1)
The Trustees may
delegate any of their powers or functions to a committee of two or more
Trustees but the terms of any such delegation must be recorded in the minute
book.
(2)
The Trustees may
impose conditions when delegating, including the conditions that: -
the relevant powers are to be exercised exclusively by the committee to
whom they delegate; -
no expenditure may be incurred on behalf of the Charity except in
accordance with a budget previously agreed with the Trustees.
(3)
The Trustees may
revoke or alter a delegation.
(4)
All acts and
proceedings of any committees must be fully and promptly reported to the
Trustees.
22.
Irregularities in Proceedings
(1)
Subject to sub-clause
(2) of this clause, all acts done by a meeting of Trustees, or of a committee
of Trustees, shall be valid notwithstanding the participation in any vote of a
Trustee:
-
who was disqualified
from holding office;
-
who had previously
retired or who had been obliged by the Constitution to vacate office;
-
who was not entitled
to vote on the matter, whether by reason of a conflict of interest or
otherwise. if, without:
-
the vote of that
Trustee; and
-
that Trustee being
counted in the quorum, the decision has been made by a
majority of the Trustees at a quorate meeting.
(2)
Sub-clause (1) of
this clause does not permit a Trustee to keep any benefit that may be
conferred upon him or her by a resolution of the Trustees or of a committee of
Trustees if the resolution would otherwise have been void.
(3)
No resolution or act
of
(a)
the Trustees
(b)
any committee of the
Trustees
(c)
the Charity in
general meeting shall be invalidated by reason
of the failure to give notice to any Trustee or member or by reason of any
procedural defect in the meeting unless it is shown that the failure or defect
has materially prejudiced a member or the beneficiaries of the Charity.
23.
Minutes The Trustees must keep minutes
of all :
(1)
appointments of
Officers and Trustees made by the Trustees;
(2)
proceedings at
meetings of the Charity;
(3)
meetings of the
Trustees and committees of the Trustees including:
-
the names of the
Trustees present at the meeting;
-
the decisions made at
the meeting; and
-
where appropriate the
reasons for the decisions.
24.
Annual Report and Return and Accounts
(1)
The Trustees must
comply with their obligations under the
Charities Act 1993 with regard to :
(a)
the keeping of
accounting records for the Charity;
(b)
the preparation of
annual statements of account for the Charity;
(c)
the transmission of
the statements of account to the Charity;
(d)
the preparation of an
annual report and its transmission to the Commission;
(e)
the preparation of an
annual return and its transmission to the Commission.
(2)
Accounts must be
prepared in accordance with the provisions of
any Statement of Recommended Practice issued by the Commission, unless
the Trustees are required to prepare accounts in accordance with the
provisions of such a Statement prepared by another body.
25.
Registered particulars The Trustees must notify the
Commission promptly of any changes to the Charity’s entry on the Central
Register of Charities.
26.
Property
(1)
The Trustees must
ensure the title to :
(a)
all land held by or
in trust for the Charity that is not vested in the Official Custodian of
Charities; and
(b)
all investments held
by or on behalf of the Charity, is vested either in a
corporation entitled to act as Custodian Trustee or in not less than three
individuals appointed by them as holding Trustees.
(2)
The terms of the
appointment of any holding Trustees must provide that they may act only in
accordance with lawful directions of the Trustees and that if they do so they
will not be liable for the acts and defaults of the Trustees or of the members
of the Charity.
(3)
The Trustees may
remove the holding Trustees at any time.
27.
Repair and insurance The Trustees must keep in
repair and insure to their full value against fire and other usual risks all
the buildings of the Charity (except those buildings that are required to be
kept in repair and insured by a tenant). They must also insure suitably in
respect of public liability and employer’s liability.
28.
Notices
(1)
Any notice required
by this Constitution to be given to or by any person must be:
(a)
in writing; or
(b)
given using
electronic communications.
(2)
The Charity may give
any notice to a member either:
(a)
personally; or
(b)
by sending it by post
in a prepaid envelope addressed to the member at his or her address; or
(c)
by leaving it at the
address of the member; or
(d)
by giving it using
electronic communications to the member’s address.
(3)
A member who does not
register an address with the Charity or who registers only a postal address
that is not within the
(4)
A member present in
person at any meeting of the Charity shall be deemed to have received notice
of the meeting and of the purposes for which it was called.
(5)
(a)
Proof that an envelope containing a notice was properly addressed,
prepaid and posted shall be conclusive evidence that the notice was given.
(b)
Proof that a notice
contained in an electronic communication was sent in accordance with
guidelines issued by the Institute of Chartered Secretaries and Administrators
shall be conclusive evidence that the notice was given.
(c)
A notice shall be
deemed to be given 48 hours after the envelope containing it was posted or, in
the case of an electronic communication, 48 hours after it was sent.
29.
Rules
(1)
The Trustees may from
time to time make rules or bye-laws for the conduct of their business.
(2)
The bye-laws may
regulate the following matters but are not restricted to them:
(a)
the admission of
members of the Charity (including the admission of organisations to
membership) and the rights and privileges of such members, and the entrance
fees, subscriptions and other fees or payments to be made by members;
(b)
the conduct of
members of the Charity in relation to one another, and to the Charity’s
employees and volunteers;
(c)
the setting aside of
the whole or any part or parts of the Charity’s premises at any particular
time or times or for any particular purpose or purposes;
(d)
the procedure at
general meeting and meetings of the Trustees in so far as such procedure is
not regulated by this Constitution;
(e)
the keeping and
authenticating of records. (If regulations made under this clause permit
records of the Charity to be kept in electronic form and requires a Trustee to
sign the record, the regulations must specify a method of recording the
signature that enables it to be properly authenticated.)
(f)
generally, all such
matters as are commonly the subject matter of the rules of an unincorporated
association.
(3)
The Charity in
general meeting has the power to alter, add to or repeal the rules or
bye-laws.
(4)
The Trustees must
adopt such means as they think sufficient to bring the rules and bye-laws
to the notice of members of the Charity.
(5)
The rules or bye-laws
shall be binding on all members of the Charity. No rule or bye-law shall be
inconsistent with, or shall affect or repeal anything contained in, this
Constitution.
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