Friends of Stockers Lake Constitution

This Constitution was adopted at the General Meeting of the Charity on the 21st day of March 2000 and then amended by resolution at the General Meeting of the Charity on the 27th day of April 2023 to read as follows:

1) Name

a) The name of the Association is Friends of Stocker’s Lake.
b) Friends of Stocker’s Lake is referred to as the "the Charity" in this constitution.
c) The person recognised by the owners of Stocker’s Lake as responsible for day-to-day management of the Local Nature Reserve at Stocker’s Lake is referred to as "the warden" in this constitution.

2) Administration

a) Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee, constituted by clause (8) of this constitution ("the Executive Committee").

3) Objects

a) The Charity's object is to conserve and preserve the natural environment and wildlife of Stockers Lake as a Local Nature Reserve for the benefit of the public.

4) Powers

a) In furtherance of the object but not otherwise, the Executive Committee may exercise the following:
i) powers to raise funds and to invite and receive subscriptions from anyone or organisation eligible for membership and contributions from any other source provided that in raising funds the Executive Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
ii) powers to buy, take on lease or in exchange any property or goods or services necessary for the achievement of the objects and to maintain and equip them as may be necessary for use having due regard to obtaining value for money;
iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity and to invest in a prudent way any of the charity's money not immediately required;
iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
v) power to employ such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
vi) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to make donations, take out subscriptions and exchange information and advice with them;
vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
viii) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
ix) power to promote and carry out research, surveys and investigations, collect and disseminate information and publish any useful results;
x) power to cause papers, books, periodicals, pamphlets or other documents, films or recordings using any appropriate media to be produced and circulated;
xi) power to help and extend the scope of the work of the warden by undertaking work at Stocker’s Lake under the direction of the owners or the warden;
xii) power to take measures that foster public support for and appreciation of the special character of Stocker’s Lake as a Local Nature Reserve;
xiii) power to arrange or join in exhibitions, meetings, conferences, lectures, classes, seminars, tours and training courses;
xiv) power to do all such other lawful things as are necessary for the achievement of the objects.

5) Membership

a) Membership of the Charity shall be open to:
   i) individuals who are interested in furthering the work of the Charity and who have paid any annual subscription laid down from time to time by the Executive Committee, and
   ii) any body corporate or unincorporated association that is interested in furthering the Charity's work and has paid any annual subscription laid down from time to time by the Executive Committee (any such body being called in this constitution a "member organisation").
b) Every member over the age of 18 years shall have one vote.
c) Each member organisation may appoint an individual to represent it and to vote on its behalf at meetings of the Charity; and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.
d) Each member organisation shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation.
e) Other observers from member organisations may also attend meetings but may not vote.
f) The executive committee shall:
   i) approve or reject applications for membership;
   ii) where there is good reason, terminate the membership of any individual or member organisation provided that the individual or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Executive Committee, accompanied by a friend, before a final decision is made;
   iii) conferred upon or withdrawn honorary membership from individuals at their discretion. Honorary members are not entitled to vote. The warden will normally be made an honorary member of the Charity.
g) The number in membership of the Charity shall be determined by reference to the list of members marked as paid in the Charity's cashbook as at the previous 31 December.

6) Nominations

a) Only members of the Charity, whether individuals or organisations, are eligible to serve as honorary officers or elected members of the Executive Committee.
b) Nominations for honorary officers or members of the Executive Committee may only come from members of the Charity. Nominations must be in writing and in the hands of the honorary secretary at least seven days before the annual general meeting. Further nominations may also be taken at the annual general meeting. Should nominations exceed vacancies, the Executive Committee shall arrange election by ballot. (See also clause 17)d).

7) Honorary Officers

a) At the annual general meeting of the Charity the members shall elect from amongst themselves a chair, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

8) Executive Committee

a) The Executive Committee shall consist of not less than five members nor more than nine members being:
i) the honorary officers specified in the preceding clause;
ii) not less than two and not more than six members elected at the annual general meeting who shall hold office from the conclusion of that meeting.
b) The Executive Committee may in addition appoint not more than three co-opted members but so that no one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Executive Committee called under clause 11)a) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant. Co-opted members of the Executive Committee are entitled to vote.
c) The Executive Committee may fill vacancies that may arise during the year from among the members of the Charity.
d) All the members of the Executive Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
e) The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
f) Nobody shall be appointed as a member of the Executive Committee who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
g) No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.

9) Determination of Membership of Executive Committee

a) A member of the Executive Committee shall cease to hold office if he or she:
   i) is disqualified from acting as a member of the Executive Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
   ii) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
   iii) is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or
   iv) notifies to the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

10) Executive Committee Members not to be personally interested

a) No member of the Executive Committee shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.

11) Meetings and proceedings of the Executive Committee

a) The Executive Committee shall hold at least four ordinary meetings each year. A special meeting may be called at any time by the chair or by any two members of the Executive Committee upon not less than 4 days' notice being given to the other members of the Executive Committee of the matters to be discussed. However if the matters for discussion at such a meeting include an appointment of a co-opted member then not less than 21 days' notice must be given.
b) The chair shall act as chair at meetings of the Executive Committee. If the chair is absent from any meeting, the members of the Executive Committee present shall choose one of their number to be chair of the meeting before any other business is transacted.
c) There shall be a quorum when at least one third of the number of members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at a meeting.
d) Every matter shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question but in the case of equality of votes the chair of the meeting shall have a second or casting vote.
e) The Executive Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Executive Committee and any subcommittee.
f) The Executive Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
g) The Executive Committee has power to adopt and issue standing orders and/or rules for the Charity that are consistent with this constitution. Such rules or standing orders shall have immediate effect but shall be presented to the next available meeting of the Charity for consideration and may be adopted, modified or rejected.
h) The Executive Committee shall keep the number of paid up members under review and must take action including consideration of the size of the quorums set out in this constitution if the number of paid up members falls below 300.
i) Only the Executive Committee may appoint one or more special, standing or sub-committees and shall determine their terms of reference, powers, duration and composition save that the composition must be of three or more members of the Executive Committee and the minimum quorum shall be three. Such committees will be for the purpose of making any inquiry or supervising or performing any function or duty that in the opinion of the Executive Committee would be more conveniently undertaken or carried out by such a committee. All acts and proceedings of any such committee shall be fully and promptly reported to the Executive Committee.

12) Receipts and Expenditure

a) The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank or building society as the Executive Committee shall from time to time decide.
b) The Executive Committee shall authorise in writing the treasurer and up to three other members of the Executive Committee (not related to the treasurer) to sign cheques or to make online payments on behalf of the Charity.
c) The funds belonging to the Charity shall be applied only in furthering the objects of the Charity.

13) Accounts

a) The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
   i) the keeping of accounting records for the Charity;
   ii) the preparation of annual statements of account for the charity;
   iii) the auditing or independent examination of the statements of account of the Charity; and
   iv) the transmission of the statements of account of the Charity to the Commission.
b) The financial year of the Charity shall be the calendar year.
c) The honorary treasurer shall keep proper accounts of the finances of the Charity.
d) The Executive Committee shall determine the remuneration (if any) of the Charity's appointed auditor(s).
e) The accounts shall be audited at least annually by the auditor or auditors appointed by the most recent annual general meeting.
f) The annual audit must be completed and presented to the honorary treasurer by 28 February every year.
g) The executive committee shall submit an audited statement of the accounts for the last financial year to each annual general meeting of the Charity.
h) Investments shall be made in the name of the Charity.

14) Property

a) Subject to the provisions of sub-clause (2) of this clause, the Executive Committee shall cause the title to:
i) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
ii) all investments held by or on behalf of the charity; to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee. Provided they act only in accordance with the lawful directions of the Executive Committee, the holding trustees shall not be liable for the acts and defaults of its members.
b) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Executive Committee may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

15) Annual Report

a) The Executive Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.

16) Annual Return

17) General and Annual General Meetings

a) There shall be an annual general meeting of the Charity held in the month of March or April in each year or as soon as practicable thereafter at such time and place as determined by the Executive Committee.
b) The Executive Committee shall call every general and annual general meeting. The secretary shall give at least 21 days' notice of the general and annual general meeting to all the members of the Charity. The notice shall set out the nature of the business to be conducted and the date, time and place of the meeting. All the members of the Charity shall be entitled to attend and vote at the meeting.
c) Before any other business is transacted at the first annual general meeting of the Charity, the people present shall appoint a chair of the meeting. The chair shall be the chair of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the people present shall appoint a chair of the meeting. The chair appointed by the most recent annual general meeting will chair any general meetings. In the chair's absence, the people present must elect a chair from among their number before any other business is conducted.
d) Voting.
   i) Arrangements for postal and proxy voting may be made by the Executive Committee where appropriate.
   ii) All questions arising at any meeting shall be determined by a simple majority of the votes cast except for constitutional matters where the requirements are set out in clause 21)a).
   iii) In case of equal voting the Chair shall have a second and deciding vote.
e) The Executive Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
f) The business of the annual general meeting must include the election of member to the Executive Committee and the appointment of a qualified auditor or auditors. Nominations for election to the Executive Committee must be made in accordance with the terms of clause 6) above..

18) Special Meetings

a) The Executive Committee may call a special general meeting of the Charity at any time. If at least thirty members or 5% of the membership (see paragraph 5)g) above) (whichever is the lesser figure) request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days' notice must be given. The notice shall set out the nature of the business to be conducted and the date, time and place of the meeting. All the members of the Charity shall be entitled to attend and vote at the meeting. The chair appointed by the most recent annual general meeting will chair any special general meetings. In the chair's absence, the people present must elect a chair from among their number before the stated business of the meeting is conducted.

19) Procedure at General, Annual General and Special Meetings

a) The secretary or other person specially appointed by the Executive Committee shall keep a full record of proceedings at every such meeting of the Charity.
b) A quorum of all members is also required to take decisions on any matters such as approval of the accounts, disposal of assets of the Charity or subscription rates. The quorum in the case at a general, annual general or special meeting of the Charity shall be 30 or one third of all members entitled to vote whichever is the lesser.

20) Notices

a) Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Executive Committee on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom. Any letter so sent shall be deemed to have been received within four days of posting.

21) Alterations to the Constitution

a) Subject to the following provisions of this clause the Constitution may only be altered by a resolution passed by not less than two thirds of the members present and voting at a general, annual general or special meeting. The notice of such a meeting must include notice of the resolution, setting out the terms of the alteration proposed.
b) A quorum of all members is required for changing the constitution. For this purpose the quorum at that general, annual general or special meeting shall be 5% of the membership (see clause 5)g) above) or 30 paid up members whichever is the greater.
c) No amendment may be made to clause 1)a) (the name of charity clause), clause 3)a) (the objects clause), clause 10) (Executive Committee members not to be personally interested clause), clause 22) (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
d) No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
e) The Executive Committee should promptly send to the Commission a copy of any amendment made under this clause.
f) The Executive Committee should also promptly update the copy of this constitution on the Charity’s website once the proposed amendments have been approved by the Charity Commission.

22) Dissolution

a) If the Executive Committee by a simple majority decides at any time that it is necessary or advisable to dissolve the Charity, they shall treat it as a change to the constitution and shall call a meeting in accordance with the arrangements set out in clause 17. The written notification of the meeting must include a statement of accounts and assets of the Charity and how the executive committee proposes to dispose of them.
b) If the proposal from the executive committee to dissolve the Charity is adopted, the executive committee shall have power to dispose of the Charity's assets. Such disposal shall be carried out in accordance with the wishes of the meeting subject to the general constraint that after any debts or liabilities have been settled any other assets shall be transferred to other charitable organisations having similar objectives to those of the Charity.
c) A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.

Signature 1 __(Nigel Daley)____________Chair_____________dated_25th May 2023

Signature 2 __(Dick Beeden)________ Ctte Member___________ dated_25th May 2023