A
Name
This Charitable Trust is to be known as the Association of
Lighthouse Keepers, hereafter referred to as "The
Charity".
B Administration
Subject to the matters set out below the Charity and it's
property shall be administered and managed in accordance with this
constitution by the members of the Executive Committee as defined by
section G of this constitution.
C Objects
The Charity's objects are:
The advancement of education of the general public in Pharology,
defined for these purposes as study in the history and current practice
of coastal and inland aids to navigation, through the provision of
information, education activities and the maintenance of an
archive.
D Powers
In furtherance of the objects but not otherwise the Executive
Committee may exercise the following
powers:
1. To raise funds and to invite and receive contributions
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.
2. To buy, take on lease or in exchange any property necessary
for the achievement of the objects and to maintain and equip it for
use.
3. To sell, lease or dispose of all or part of the property of
the Charity, subject to any consents required by
law.
4. To borrow money and to charge all or any part of the property
of the Charity with repayment of the money so borrowed, subject to any
consents required by law.
5. To employ 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 such staff and their
dependants.
6. To co-operate with other charities, voluntary bodies and
statutory authorities operating in furtherance of the objects or of
similar charitable purposes and to exchange information and advice with
them.
7. To establish or support any charitable trusts, associations
or institutions formed for all or any of the
objects.
8. To appoint and constitute such advisory committees as the
Executive Committee may think fit.
9. To do all such other lawful things as are necessary for the
achievement of the objects.
E
Membership
1. Membership of the Charity shall be open to any person
interested in furthering its objects and who has paid the annual
subscription laid down from time to time by the Executive
Committee.
2. Any body corporate or unincorporated association which is
interested in furthering the Charity's work and has paid any annual
subscription (any such body being called in this constitution a "member
organisation").
3. Every member shall have one
vote.
4. Each member organisation shall appoint an individual to
represent it and 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.
5. Each member organisation shall notify the name of its
appointed representative 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 its
representative.
6. The Executive Committee may unanimously and for good reason
terminate the membership of any individual or member organisation. That
individual or appointed representative of the member organisation
concerned shall have the right to be heard by the Executive Committee,
accompanied by a friend, before a final decision is
made.
F Honorary
Officers
At the Annual General Meeting of the Charity the members shall
elect from amongst themselves a Chairman, a Secretary and a Treasurer,
who shall hold office from the conclusion of that
meeting.
G Executive
Committee
1. The Executive Committee shall consist of not less than
5 members and not more than 12 members
being:
a. The honorary officers specified in
the preceding section F.
b. Not less than 5 and not more than 12
members elected at the annual general meeting who shall hold office from
the conclusion of that meeting for a period of one
year.
2. The Executive Committee may in addition co-opt members but
these shall not exceed one third of the Executive Committee at any one
time. The appointment of a co-opted member shall be made at any
Executive Committee meeting as need arises and shall take effect from
the end of that meeting. If the co-opted committee member is appointed
to fill a place which is still to be vacated, the appointment shall run
from the date when the post becomes
vacant.
3. The members of the Executive Committee shall retire from
office together at the annual general meeting next after the date on
which they came into office but they may be re-elected or re-appointed
at that meeting.
4. 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.
5. No person who is under the age of 18 shall be appointed as a
member of the Executive Committee.
H Determination of Membership of
Executive Committee
A member
of the Executive Committee shall cease to hold office if he or
she:
1. 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);
2. Becomes incapable by reason of mental disorder, illness or
injury of managing and administering his or her own
affairs;
3. 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
4. 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).
I Executive Committee
Members not to be personally interested
1. No member of the Executive Committee shall acquire any
interest in property belonging to the Charity (other than as a trustee
for the Charity) or receive remuneration or be interested (other than as
a member of the Executive Committee) in any contract entered into by the
Executive Committee [Subiect to the provisions of sub-clause (2) of this
section].
2. Any member of the Executive Committee who is a solicitor,
accountant or other person engaged in a profession may charge and be
paid all the usual professional charges for business done by him or her
or his or her firm when instructed by the other members of the Executive
Committee to act in a professional capacity on behalf of the Charity:
Provided that at no time shall a majority of the members of the
Executive Committee benefit under this provision. A member of the
Executive Committee shall withdraw from any meeting at which his or her
own instruction, or remuneration, or that of his or her firm, is under
discussion.
J Meetings and
Proceedings of the Executive Committee
1. The Executive Committee shall hold at least two ordinary
meetings per year. A special meeting may be called at any time by the
Chairman or by any two members of the Executive Committee upon not less
than four days notice being given to the other members of the Executive
Committee of the matters to be discussed but if the matters include an
appointment of a co-opted member then not less than 21 days notice must
be given.
2. The chairman shall take the chair at meetings of the
Executive Committee. If the chairman is absent from any meeting the
Vice-Chairman will take his place, but should he be absent, the members
of the Executive Committee present shall elect one of their number to be
chairman of the meeting before any business is
transacted.
3. There shall be a quorum when 5 members of the Executive
Committee are present at a meeting.
4. 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 chairman of the
meeting shall have a second or casting
vote.
5. The Executive Committee shall keep minutes of the proceedings
of meetings of the Executive Committee and any sub-committee in books
kept for that purpose.
6. 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, or
change carried out, which is inconsistent with this
constitution.
K Receipts and
Expenditure
1. 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 as the
Executive Committee shall from time to time decide. All cheques drawn on
the account must be signed by at least two members of the Executive
Committee.
2. The funds belonging to the Charity shall be applied only in
furthering the objects of the Charity.
L
Property
1. Subject to the provisions of clause (2) of this section, the
Executive Committee shall cause the title to:
a. All
land held by or in trust for the Charity which is not vested in the
Official Custodian for Charities; and b. All
investments held by or on behalf of the
Charity;
to be vested either in a corporation entitled to act as a
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 or defaults of its
members.
2. 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 ill trust for the
Charity to be held ill 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.
M
Accounts
The Executive Committee shall comply with their obligations
under the Charities Act 1993 (or any statutory re-enactment or
modification of the Act) with regard to:
1. The keeping of accounting records for the
Charity;
2. The preparation of annual statements of account for the
Charity;
3. The auditing or independent examination of the statements of
account of the Charity; and
4. The transmission of the statements of account of the Charity
to the Commission.
N Annual
Report
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.
0 Annual
Return
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
return and its transmission to the
Commission.
P Annual General
Meeting
1. There shall be an annual general meeting of the Charity which
shall be held in the month of September in each year or as soon as
practical thereafter.
2. Every annual general meeting shall be called by the Executive
Committee. The secretary shall give at least 21 days notice of the
annual general meeting to all the members of the Charity. All members of
the Charity shall be entitled to attend and vote at the
meeting.
3. Before any other business is transacted at the first annual
general meeting the persons present shall appoint a chairman of the
meeting. The chairman shall be the chairman of subsequent annual general
meetings, but if he or she is not present, before any other business is
transacted, the persons present shall appoint a new chairman of the
meeting.
4. The Executive Committee shall present to each annual general
meeting the report and accounts of the Charity for the preceding
year.
5. Nominations for election to the Executive Committee shall be
made by members of the Charity in writing to be in the hands of the
secretary of the Executive Committee at least fourteen days before the
annual general meeting. Should nominations exceed vacancies, election
shall be made by ballot. In the case that no nominations are received
for a vacant post prior to the annual general meeting, nominations will
be accepted on the day of the meeting.
Q Extraordinary
General Meeting
The Executive Committee may call an extraordinary general
meeting of the Charity at any time. If at least ten members request such
a meeting in writing stating the business to be considered the secretary
shall call such a meeting. At least twenty-one day's notice must be
given. The document of notification must state the business to be
discussed.
R Procedure at General
Meetings
1. The secretary or other person specially appointed by the
Executive Committee shall keep a full record of the proceedings at every
general meeting of the Charity.
2. There shall be a quorum when at least ten members of the
Charity are present at any general meeting.
S
Notices
1. Any notice required to be served on any member of the Charity
shall be in writing and shall be served by the secretary of the
Executive Committee on any member either by hand or through the post in
a prepaid letter addressed to such a member at his or her last known
address in the United Kingdom. Any letter so sent shall be deemed
to have been received within ten days of posting.
T Alteration to the
Constitution
1. The Constitution may be altered by a resolution passed by no
less than two thirds of the members present and voting at a general
meeting. The notice of the general meeting must include notice of the
resolution, setting out the terms of the alterations
proposed.
2. No amendment may be made to section A, section C, section I,
section T or section U without the prior consent in writing of the
Commissioners.
3. No amendment may be made which would have the effect of
making the Charity cease to be a charity at
law.
4. The Executive Committee shall promptly send the Commission a
copy of any amendment made under this section.
U
Dissolution
If the Executive Committee decides that it is necessary or
advisable to dissolve the Charity, it shall call a meeting of all
members of the Charity, of which no less than twenty-one days notice
(stating the terms of the resolution to be proposed) shall be given. If
the proposal is confirmed by a two-thirds majority of those present and
voting, the Executive Committee shall have power to realise any assets
held by or on behalf of the Charity. Any assets remaining after the
satisfaction of any property debts and liabilities shall be given or
transferred to such other charitable institution or institutions having
objects similar to the objects of the Charity as the members of the
Charity may determine, or failing that, shall be applied to some other
charitable purpose. 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.
|