North West Durham Angling Club
Constitution 2023
North West Durham Angling Association
Constitution
Rev 4
This Constitution is based upon the “Charitable Associations: Model Constitution” document, for unincorporated associations, published by the Charity Commission and reproduced with consent
Crown copyright 2009
North West Durham Angling Club
Constitution 2023 Rev 4
Change and approval status
Original document - Adopted on the 9th March 2015 at the Annual General Meeting of NWDAA.
a] Minor amendment 1 – Adopted at March 2018 AGM – Part 2, 8 -1 membership level explanation
b] Amendment to Quorum process/AGM meetings 12[7] Approved unanimously AGM responses
March 2021
c] Trustees update Nov 2022 – Now - CR, RB, AW, EB, BW
d] Required Quorum numbers update – reduced to 35 and approved at 2023 AGM – section 12/2 below
e] Affiliate members will be invited to attend. Again approved at 2023 AGM New section 12/8 below
Part 1
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Adoption of the constitution
North West Durham Angling Association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.
2. Name
The associations name is:- North West Durham Angling Association.
(and in this document it is called the club).
3. Objects
The club's objects ('the objects') are:-
To provide fishing for its members in the reservoirs of Waskerley, Smiddy Shaw, and Hisehope;
To promote and further the interests of the club and other clubs or associations having similar aims.
To ensure all present and future members receive fair and equal treatment.
4. Application of income and property
(1) The income and property of the club shall be applied solely towards the promotion of the objects.
(a) A club trustee is entitled to be reimbursed from the property of the club or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the club.
(b) A club trustee may benefit from trustee indemnity insurance cover purchased at the club's expense in accordance with, and subject to the conditions in, section189 of the Charities Act 2011.
(2) None of the income or the property of the club may be paid or transferred directly or indirectly by way of dividends, bonus or otherwise by way of profit to any member of the club. This does not prevent a member who is not also a trustee from receiving:
(a) a benefit from the club in the capacity of a beneficiary of the club;
(b) reasonable and proper remuneration for any goods or services supplied to the club.
5. Benefits and payments to club trustees and connected persons
(1) General Provisions
No club trustee or connected person may:
(a) buy or receive any goods or services from the club on terms preferential to those applicable to members of the public;
(b) sell goods, services or any interest in land to the club
(c) be employed by, or receive any remuneration from the club;
(d) receive any other financial benefit from the club;
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 club trustee or connected person may receive a benefit from the club in the capacity of a beneficiary of the club provided that a majority of the trustees do not benefit in this way.
(b) A club 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 club where that is permitted in accordance with, and subject to the conditions in section185 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a club trustee or connected person may provide the club with goods that are not supplied in connection with the service provided to the club by the club trustee or connected person.
(d) A club trustee or connected person may receive interest on money lent to the club at a reasonable and proper rate which must be not more than the Bank of England rate (also known as the base rate).
(e) A club trustee or connected person may receive rent for premises let by the trustee or connected person to the club. The amount of the rent and the other terms of the lease must be reasonable and proper. The club trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A club trustee or connected person may take part in the normal trading and fundraising activities of the club on the same terms as members of the public.
(3) Payment for supply of goods only – controls
The club and its club trustees may only rely on 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 club and the club 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 club.
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the goods in question.
(c) The other club trustees are satisfied that it is in the best interest of the club to contract with the supplier rather than with someone who is not a club trustee or connected person. In reaching that decision the club trustees must balance the advantage of contracting with a club 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 contact or arrangement with him or her or it with regard to the supply of goods to the club.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of club trustees is present at the meeting.
(f) The reason for their decision is recorded by the club trustees in the minute book.
(g) A majority of the club trustees then in office are not in receipt of remuneration or payments authorised by clause 5.
(4) In sub – clauses (2) and (3) of this clause:
(a) 'the club' includes any company in which the club:
(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.
North West Durham Angling Club
Constitution 2019
(b) 'connected person' includes any person within the definition set out in clause 34 (interpretation).
6. Dissolution
(1) If the members resolve to dissolve the club the trustees will remain in office as club trustees and be responsible for winding up the affairs of the club in accordance with this clause.
(2) The trustees must collect all the assets of the club and must pay or make provision for all the liabilities of the club.
(3) The trustees must apply any remaining property or money:
(a) directly to the objects;
(b) by transfer to any other club or clubs for purposes the same or similar to the club.
(4) The members may pass a resolution before or at the same time as the resolution to dissolve the club specifying the manner in which the trustees are to apply the remaining property or assets of the club and the trustees must comply with the resolution if it is consistent with paragraphs (a) and (b) inclusive in sub – clause (3) above.
(5) In no circumstances shall the net assets of the club be paid to or be disbursed among the members of the club (except to a member that is itself a charity).
7. Amendment of constitution
(1) The club may amend any provision contained in Part 1 of this constitution provided that:
(a) no amendment may be made to alter the objects if the change would undermine or work against the previous objects of the club;
(b) any resolution to amend a provision of Part 1of 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.
Part 2
8. Membership
(1) Membership is open to individuals who are 7 or over [Juniors], those who are 16 at time of renewal [up to 18 ‘Student membership’], over 18 full membership or 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 interest of the club to refuse the application.
(b) The trustees must inform the applicant in writing of the reason 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 trustees decision following any written representation must be notified to the applicant in writing but shall be final.
(3) Membership is not transferable to anyone else.
9. Termination of membership
Membership is terminated if:
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the member dies or, if it is an organisation, ceases to exist;
(2) the member resigns by written notice to the club unless, after the resignation, there would be less than two members;
(3) any sum due from the member to the club is not paid in full within one month of it falling due;
(4) the member is removed from membership by a resolution of the trustees that is in the best interest of the club 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 reasons why it is to be Proposed;
(b) the member or, at the option of the member, the members representative (who need not be a member of the club) has been allowed to make representations to the meeting.
10. General Meetings
(1) The club 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 15 months may elapse between successive annual general meetings.
(3) All general meetings other than annual general meeting 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 one tenth 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 a 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.
11. Notice
(1) The minimum period of notice required to hold any general meeting of the club 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.
12. Quorum
(1) No business shall be transacted at any general meeting unless a quorum is present.
(2) A quorum shall be 35 members entitled to vote upon the business to be conducted at the meeting. [See (8) below]
(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 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.
(7) Under special circumstances where it is not possible to hold a face to face AGM with members eg, the COVID pandemic 2020/2021, the committee can agree to communicate all the relevant AGM agenda items to members electronically or postal with voting on certain topics to be returned and counted. The committee will then decide on a course of action depending upon the voting responses and this will be minuted as normal. Members will be notified about decisions on a need to know basis.
8) Associate members such as Honorary, Complimentary and paid up NEW members for the upcoming season will be invited to attend, by e mail or telephone call, but these associate members have no voting rights or imput to the meeting.
13. 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.
14. 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 have 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.
15. Votes
(1) Each 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 of several copies each signed by or on behalf of one or more members.
16. Representatives of other bodies
Any organisation that is a member of the club may nominate any person to act as its representative at any meeting of the club.
17. Officers and trustees
(1) The club 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 club and in this constitution are together called 'the trustees'.
(2) The club shall have the following officers:
(a) A chair,
(b) A vice chair,
(c) A secretary,
(d) A treasurer.
(3) A trustee must be a member of the club.
(4) No one may appoint a trustee if he or she would be disqualified from acting under the provision of clause 20.
(5) The number of trustees shall be not less than three but (unless otherwise determined by a resolution of the club 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.
18. Appointment of trustees
(1) The club 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 next after his or her appointment but shall be eligible for re-election at that general meeting.
(4) No-one may be elected as a trustee or an officer at any annual general meeting unless prior to the meeting the club is given notice that:
(a) is signed by a member entitled to vote at the meeting;
(b) states the members 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 club 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 a 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.
19. Powers of Trustees
(1) The trustees must manage the business of the club and have the following power 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 taxable permanent trading activity and must comply with any relevant statutory regulations;
(b) to buy, take on a 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 club;
(d) to borrow money and to charge the whole or any part of the property belonging to the club as security for repayment of the money borrowed;
(e) to co-operate with other clubs, 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 club/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;
(i) to obtain and pay for such goods and services as are necessary for carrying out the work of the club;
(j) 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;
(k) 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 trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the trustees.
20. Disqualification and removal of trustees
A trustee shall cease to hold office if he or she:
(1) is disqualified from acting as a trustee by virtue of section 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
(2) ceases to be a member of the club;
(3) in the written opinion, given to the club, of a 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;
(4) resigns as a trustee by notice to the club (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.
21. 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 four or the number nearest one-third of the total number of trustees, whichever is the greater or such larger a 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 duly convened and held.
(14) The resolution in writing may comprise of several documents containing the text of the resolution in like form each signed by one or more trustees.
22. Conflicts of interest and conflicts of loyalties
A club trustee must:
(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the club or in any transaction or arrangement entered into by the club which has not been previously declared; and
(2) Absent himself or herself from any discussions of the club trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the club and any personal interest (including but not limited to any personal financial interest).
Any club trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the club trustees on the matter.
23. Saving provisions
(1) Subject to sub-clause (2) of this clause, all decisions of the club trustees, or of a committee of the trustees, shall be valid notwithstanding the participation in any vote of a club trustee:
(a) who is disqualified from holding office:
(b) who has previously retired or who had been obliged by this constitution to vacate office;
(c) 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 club trustee and that club trustee being counted in the quorum, the decision has been made by a majority of the club trustees at a quorate meeting.
(2) Sub-clause (1) of this clause does not permit a club trustee to keep any benefit that may be conferred upon him or her by a resolution of the club trustees or of a committee of club trustees if, but for sub-clause (1), the resolution would have been void, or if the club trustee has not complied with the clause 22 (Conflicts of interests and conflicts of loyalties).
24. 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:
(a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;
(b) no expenditure may be incurred on behalf of the club 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 committee must be fully and promptly reported to the trustees.
25. 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:
(a) who was disqualified from holding office;
(b) who has previously retired or who had been obliged by the constitution to vacate office;
(c) who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
if, without:
(d) the voice of that trustee; and
(e) that trustee being counted in the quorum,
the decision had 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 club 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 club.
26. Minutes
The trustees must keep minutes of all:
(1) appointments of officers and trustees made by the trustees;
(2) proceeding at meetings of the club
(3) meetings of the trustees and committees of trustees including:
(a) the names of the trustees present at the meeting;
(b) the decisions made at the meetings; and
(c) where appropriate the reasons for the decisions.
27. Accounts, Annual Report, Annual Return
(1) The trustees must:
(a) keep accounting records for the club;
(b) prepare annual statements of accounts for the club;
(2) Accounts must be prepared in accordance with the provisions set out in the club’s Financial Governance Document (Appendix 1).
28. Registered particulars
This clause is not applicable to NWDAA.
29. Property
(1) The trustees must ensure title to:
(a) all land held by or in trust for the club that is not vested in the official Custodian of Charities, and
(b) all investments held by or on behalf of the club, 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 the 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 club.
(3) The trustees may remove the holding trustees at any time.
30. Repair and insurance
The trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings, assets and property of the club, (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 employers liability.
31. 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 communication.
(2) The club 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 members address.
(3) A member who does not register an address with the club or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the club.
(4) A member present in person at any meeting of the club shall be deemed to have received notice of the meeting and of the purpose 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 notice was given.
(b) Proof that notice contained in an electronic communication was sent in accordance with guidance 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.
32. 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 club (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees or payments to be made by members;
(b) the conduct of members of the club in relation to one another, and to the clubs employees and volunteers;
(c) the setting aside of the whole or any part of the clubs 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 the records of the club to be kept in electronic form and requires a trustees to sign a 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 club 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 club.
(5) The rules or bye-laws shall be binding on all members of the club. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.
33. Disputes
If a dispute arises between members of the club 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.
34. Interpretation
In this constitution 'connected person' means:
-
a child, parent, grandchild, grandparent, brother or sister of the trustee;
-
the spouse or civil partner of the trustee or any person falling within sub-clause (1) above;
(3) a person carrying on business in partnership with the trustee or with any person falling within sub-clause (1) or (2) above;
(4) an institution which is controlled-
(a) by the trustee or any connected person falling within sub-clause (1), (2), or (3) above; or
(b) by two or more persons falling within sub-clause (4)(a), when taken together
(5) a body corporate in which-
(a) the club trustee or any connected person falling within sub-clauses (1) to (3) has a substantial interest; or
(b) two or more persons falling within sub-clause(5)(a) who, when taken together, have a substantial interest.
(6) Sections 350 – 352 of the Charities Act 2011 apply for the purpose of interpreting the terms used in this clause.
Signatures of trustees:
Colin Robson
Bob Bainbridge
Andy Wilson
Ed Bennett
Bill Webster
[Removed Will Smith]
DATED :
All signed 5th December 2022 at TMM and approved at AGM march 2023. Ie change at section 8 and now the make up of the Trustees
Updated Gen Sec 7.3.2023 R Bainbridge / R Bainbridge Reviewed and changed as intro
