Constitution


1 - DEFINITIONS

Association - The Pappa Fund
Constitution - This document

Management Committee - persons who direct the policy and general management of the Association, as more fully described in Clause 5

2 - OBJECTS

2.1  The Management Committee shall apply the income, and may at its discretion, apply the whole or any part of the capital of the Trust fund for such or any charitable purposes for the general benefit of the inhabitants of the island of Rameswaram in Southern India or any other community or inhabitants in Southern India by:-

2.1.1  working in partnership with local individuals and groups, responding to their initiatives and requests;

2.1.2  supporting local projects which give priority to the needs of women and young people;

2.1.3  promoting self-sufficiency rather than dependency;

2.1.4  helping those who are already trying to help themselves.

3 - POWERS

3.1  In furtherance of such objects but not otherwise the Association may:

3.1.1  raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise;

 

3.1.2  employ and pay any person or persons to supervise, organise and carry on the work of the Association and make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants;

3.1.3  collect and disseminate information on all matters affecting the Association's objects and exchange such information with other bodies having similar objects whether in this country or overseas;

3.1.4  undertake, execute, manage or assist any charitable trusts which may lawfully be undertaken, executed, managed or assisted by the Association;

3.1.5  carry on trade in so far as either the trade is exercised in the course of the actual carrying out of a primary object of the Association or is ancillary or incidental to the carrying out of the objects;

3.1.6  cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documents or films or recorded tapes (whether audio or visual or both) as shall further the said objects;

3.1.7  purchase, take on, lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of such objects and construct, maintain and decorate any buildings or erections necessary for the work of the Association;

3.1.8  make regulations for any property which may be so acquired;

3.1.9  subject to such consents as may be required by law, sell, lease or otherwise dispose of all or any of the property or assets of the Association;

3.1.10  accept gifts and borrow or raise money for such objects on such terms and on such security as shall be thought fit;

3.1.11  subject to such consents as may be required by law, borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed to be necessary;

3.1.12  invest the money of the Association not immediately required for the said objects in or on such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law;

3.1.13  do all such other lawful things as are necessary for the attainment of such objects;

3.1.14  co-operate with other charities, voluntary bodies and statutory authorities operating in India or in Britain or any other relevant country in furtherance of the objects or of similar charitable purposes and to exchange information or advice with them;

3.1.15  establish or support any charitable trust, associations or institutions formed for all or any of the above objects;

3.1.16  do such other lawful things as are necessary for the achievement of the objects

4 - MEMBERSHIP

4.1  Full membership of the Association shall be open to -

4.1.1  individuals of 18 years and over who are interested in furthering the work of the Association and who have paid the annual subscription as laid down from time to time by the Management Committee mentioned below; and

4.1.2  national, international and local voluntary or other non-profit distributing organisations, whether corporate or unincorporated which are interested in furthering such work and have paid their annual subscription

4.2  Subject to Clause 4.5 below, all full members will be entitled to vote at general meetings of the Association

4.3  Each member organisation shall appoint one individual person to represent it and vote on its behalf at general meetings of the Association. In the event of such individual person resigning or otherwise leaving an organisation he or she shall immediately cease to be a representative of such organisation

4.4  Each member organisation may appoint:

4.4.1  a deputy to replace its appointed representative if the appointed representative is unable to attend any particular meeting of the Association; and

4.4.2  observers (who shall not be entitled to vote) to attend any such meeting

4.5  Junior membership shall be open to those under the age of 18 years who are interested in furthering the work of the Association. Junior members shall not be entitled to vote

4.6  The Management Committee shall have the right:

4.6.1  to approve or reject applications for membership; and

4.6.2  for good and sufficient reason to terminate the membership ofany individual or organisation provided that the individual member concerned or the individual representing such organisation (as me case may be) shall have the right to be heard by the Management Committee before a final decision is made.

5 - MANAGEMENT COMMITTEE

5.1  Subject as mentioned below the policy and general management of the affairs of the Association shall be directed by an Management Committee ("the Management Committee") which shall meet not less than once a year and when complete shall consist of not less than 5 members.

5.2  The members of the Management Committee shall be elected at the Annual General Meeting of the Association in accordance with Clause 5.5

5.3  The Management Committee shall comprise of five members - Chair, Vice-Chair, Treasurer, Secretary and one other. The Chair, Vice-Chair and Treasurer shall be elected for a five year term. The Secretary and the remaining member shall be elected for a two year term. No member can serve on the Management Committee for more than two consecutive terms of office unless a resolution is passed by two thirds of those members present and voting at a general meeting that states a member can be elected to the Management Committee for a third or subsequent term of office.

5.4  Only full members of the Association whether individual or representative shall be eligible to serve as members of the Management Committee

5.5  Nominations for members of the Management Committee must be made by full members of the Association in writing and must be in the hands of the Secretary at least 10 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot, or election shall be by a system of postal voting (the arrangements for which shall be made by the Management Committee) provided that the first members of the Management Committee shall be elected by personal vote at the first General Meeting of the Association.

5.6  The Management Committee may co-opt up to 2 further members who shall be full members of the Association whether individual or representative or a combination of both and who shall serve until the conclusion of the next Annual General Meeting after individual co-option.

5.7  Any casual vacancy in the Management Committee may be filled by the Management Committee and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that meeting.

5.8  The proceedings of the Management Committee shall not be invalidated by any failure to elect, or any defect in the election, appointment, co-option or qualification of, any member.

5.9  The Management Committee shall appoint and fix the remuneration of staff (not being members of me Management Committee) as may in its opinion be necessary.

5.10  The Management Committee may appoint such special or standing committees as may be deemed necessary by the Management Committee and shall determine their terms of reference, powers, duration and composition.  All acts and proceedings of such special or standing committees shall be reported back to the Management Committee as soon as possible.

5.11  The Management Committee may appoint one or more qualified auditors and may determine their remuneration, if any.

6 - DETERMINATION OF MEMBERSHIP OF THE MANAGEMENT COMMITTEE

A member of the Management Committee shall cease to hold office if he or she:

6.1  is disqualified from acting as a member of the Management Committee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

 

6.2  becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

 

6.3  resigns his or her office by notice in writing but only if at least three members of the Management committee will remain in office when the notice of resignation is to take effect; or

 

6.4  is absent from 4 consecutive meetings of the Management Committee and/or for good and sufficient reason three-quarters of the other members of the Management Committee pass a resolution that such Management Committee member shall be removed from office

7 - MEETINGS OF THE ASSOCIATION

 

7.1  Once a year an Annual General Meeting of the Association shall be heldat such date, place (not being more than 15 months after the holding of the preceding Annual General Meeting) and time as the Management Committee shall determine. At least 21 clear days' notice of the date, place and time of such meeting shall be given in writing by the Secretary to each member. At such Annual General Meeting the business shall include the election of full members to serve on the Management Committee; the appointment of an auditor, auditors or independent examiner if required by the constitution, the consideration of an annual report of the work done by or under the auspices of the Management Committee intended to be forwarded to the Charity Commissioners if so required, and of me audited or examined accounts; and the transaction of such other matters as may from time to time be necessary.

 

7.2  The Chair of the Management Committee may at any time at his or her discretion, and the Secretary shall within 21 days of receiving a written request so to do signed by not less than 10 full members whether individual or representative and giving reasons for the request, call a special general meeting of the Association.

 

8 - RULES OF PROCEDURE AT ALL MEETINGS

 

8.1  Quorum

 

The quorum at a meeting of the Association shall be a minimum of 11 members and the quorum of the Management Committee or of any committee appointed under Clause 5.10 shall be 3 members of the Management Committee or committee (as the case may be) or such other number as the Association may in general meeting from time to time determine.

 

8.2  Voting

Save as otherwise provided, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote. Arrangements for proxy voting at any meeting may from time to time be made by the Management Committee provided that no such arrangements shall be made with regard to clauses 13 and 14. No person shall exercise more than one vote notwithstanding that he or she may have been appointed to represent 2 or more interests, but in case of an equality of votes the Chair of the meeting shall have a second or casting vote.

 

8.3  Minutes

Minute books shall be kept by the Management Committee and all other committees and the appropriate secretary shall enter in the minute book a record of all proceedings and resolutions.

 

8.4  Standing orders and rules

The Management Committee shall have the power to adopt and issue standing orders and/or rules for the Association. Such standing orders and/or rules shall come into operation immediately provided that they shall be subject to review by the Association in general meetings and shall not be inconsistent with the provisions of this Constitution.

 

9 - PAYMENTS

 

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:

 

9.1  the repayment to members of the Management Committee or of any committee appointed under Clause 5.10 hereof of reasonable out-of-pocket expenses;

 

9.2  the Management Committee being entitled to effect policies of insurance or indemnity and the payment of any premiums thereon to cover the liability of the Management Committee (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Association; provided that any such insurance or indemnity shall not extend to any claim arising from any act or omission which the Management Committee (or any of them) knew to be a breach of trust, or breach of duly, or which was committed by the management Committee (or any of them) in reckless disregard of whether it was a breach of trust or breach of duty or not

10 - FINANCE

 

10.1  The Management Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

10.1.1  the keeping of accounting records for the Association;

 

10.1.2  the preparation of annual statements of account for the Association;

 

10.1.3  the auditing or independent examination of the

statements of account of the Association; and

 

10.1.4  the transmission of the statements of account of the Association to the Commissioners

10.2  An audited statement of the accounts for the last financial year shall be submitted by the Management Committee to the Annual General Meeting as aforesaid.

 

10.3  A bank account shall be opened in the name of the Association with Barclays Bank Plc of 37 Milsom Street, 'Bath, BA1 1DW or with such other bank as the Management Committee shall from time to time decide. All cheques must be signed by not less than two authorised signatories.

 

10.4  The two authorised signatories shall be such members of the Management Committee as me Management Committee shall from time to time decide.

 

11 - TRUST PROPERTY

 

11.1  Subject to the provisions of Clause 11.2 the Management Committee shall cause the title to:

11.1.1  all land held by or in trust for the Association which is not vested in the Official Custodian for Charities; and

 

11.1.2  all investments held by or on behalf of the Association

to be vested either in a corporation entitled to act as a custodian trustee or in not less than 3 individuals appointed by them as holding trustees.  Holding trustees may be removed by the Management Committee at their discretion and shall act in accordance with the lawful directions of the Management Committee. Provided they only act in accordance with the
lawful directions of the Management Committee, the holding trustees shall not be liable for the acts and defaults of its members

 

11.2  The holding trustees shall be entitled to an indemnity out of the property of the Association for all expenses and other liabilities properly incurred by them in the discharge of their duties

 

12 - MEMBERS TO HAVE NO PERSONAL INTEREST

 

Except with the prior written approval of the Charity Commissioners no member may:

12.1  receive any benefit in money or in kind from the Association; or

 

12.2  have a financial interest in the supply of goods or services to the Association; or

 

12.3  acquire or hold any interest in property of the Association (except in order to hold it as a trustee of the Association).

13 - ALTERATIONS TO THE CONSTITUTION

 

13.1  Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two-thirds of the members present and voting at a general meeting.  The notice of the general meeting must include a notice of the resolution, setting out the terms of the alteration proposed.

 

13.2  No amendment may be made to the name of the Association Clause 2 (the objects clause), Clause 14 (the dissolution clause) or this Clause without me prior consent in writing of the Charity Commissioners.

 

13.3  No amendment may be made which would have the effect of making the charity cease to be a charity at law.

 

13.4  The Management Committee should promptly send the Charity Commissioners a copy of any amendment made under this Clause.

 

14 - DISSOLUTION

 

If the Management Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of alt members of the Association who have the power to vote of which meeting not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If such decision shall be confirmed by a two-thirds majority of those present and voting at such meeting the Management Committee shall have power to dispose of any assets held by or on behalf of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Association as the Management Committee may determine. A copy of the statement of accounts, or account and statement for the final accounting period of the Association must be sent to the Charity Commissioners and a request made for the Charity to be removed from the register.

 

15 - NOTICES

 

Any notice may be served by the Secretary on any member either personally or on its appointed representative as the case may be or by sending it through the post in a prepaid letter addressed to such member at his or her or its last known address in the United Kingdom and any letter so sent shall be deemed to have been received within 5 days of posting.