Constitution of Transition West Gateshead

February 8, 2017 Gwenole Capp Constitution

CONSTITUTION of Transition West Gateshead

 

1. NAME

 The name of the Association is Transition West Gateshead

 2. Area covered.

 The work of Transition West Gateshead will cover all parts of Gateshead Metropolitan Borough Council to the West of the River Derwent.

 3. OBJECTS

 The objects of Transition West Gateshead are

  • The advancement of education about, and raising of awareness of climate change, resource scarcity, peak oil and economic resilience.

  • The  promotion of local individual, community and organisational commitment and action to

  • Reduce CO2 emissions,

  • energy saving,

  • reduce reliance on carbon emitting energy sources, and increase resilience to resource scarcity.

                    In order to make the transition to a low carbon, sustainable future

 Sustainable development means “development that meets the needs of the present citizens of West Gateshead without compromising the ability of future generations to meet their own needs”

4. POWERS

In furtherance of the Objects but not otherwise the Association may:

employ and remunerate such staff (who shall not be members of the Executive Committee) as are necessary for the proper pursuit of the objects;

acquire and dispose of property (subject to any consents required by law)

invest Funds in any lawful manner provided that professional investment advice is obtained whenever it is prudent to do so;

borrow money with or without giving security (subject to any consents required by law);

 raise funds by any lawful means except permanent trading;

accept gifts either for the general purposes of the Association or for a specific purpose within or connected with the Objects;

To support and work with other Transition Towns and similar community-led initiatives

      To engage with other organisations, including statutory, voluntary, and business, where appropriate in pursuit of its aims and objectives.

 do anything else within the law which is necessary in carrying out the Objects;

 5   Membership

 Membership of the Association is open to any individual or organisation who lives or works in the West Gateshead area (as defined above) and is interested in furthering the Objects

Every member must pay an annual subscription of such amount as the Committee decides from time to time.

 Every member has one vote at General meetings of the Association.

A member may resign his or her membership at any time and a member who is three months in arrears with his or her subscription is deemed to have resigned but may rejoin on payment of the arrears.

 If the Committee consider that a members conduct is harmful to the Association it may by resolution require the member concerned either to resign or to put his, her or its case to a meeting of the Committee

 Where the Committee is satisfied after hearing the case put by or on behalf of the member concerned that the member should leave the Association it may terminate that membership by written notice and that notice is final.

 The Committee must keep a list of members in each category.

 6. General Meetings

 There must be an Annual General Meeting of the members of the Association once in every calendar year.

 At the Annual General Meeting the members will:

 receive the Committees report for the previous year;

 receive the Treasurers report and accounts for the previous year;

 elect the Committee for the following year;

 discuss and advise the new Committee on matters of policy for the Association;

determine any other matter of which Notice has been given.

 A Special Meeting of the members of the Association may be held at any time if called by the Committee or if at least 5 members or 10% of the membership of the Association make a written request to the Committee.

 A Special General Meeting must be called within two weeks of such a request.

 A General Meeting requires 28 days’ notice to be given to the members specifying the matters to be dealt with.

 A quorum at a General Meeting is 3 members present or a minimum of one third of the membership, whichever is the smallest number. If there is no quorum the meeting may be adjourned for at least 14 days and the number present at the adjourned meeting if at least three will constitute a quorum for that meeting.

At or before each meeting a facilitator will be chosen from the members. Facilitating a general meeting is voluntary and passes to the next name on the register of members until the named person is willing to facilitate a useful meeting.

 All decisions at general meetings shall be made by consensus following the fullest discussion in which all members are entitled to speak freely. By consensus is meant a situation where those not in agreement agree not to maintain an objection. In the event of consensus not being reached the matter shall be adjourned to the next meeting when another attempt at consensus will be tried. If consensus is still not reached, the matter will be decided by a majority of three-quarters of votes.

 The facilitator at any meeting shall not have a second or casting vote and the resolution shall be deemed to be lost if there is an equality of votes.

 7. COMMITTEE COMPOSITION.

 The Committee (“the Committee”) is the body responsible for the management of the Association.

 The Committee consists of a minimum of three and a maximum of 10 individuals who are members of the Association.

The members of the Committee are elected annually at the Annual General Meeting and normally hold office until the end of the Annual General Meeting the following year.

 A member of the Committee who resigns by written notice to the Committee, who is absent from three consecutive meetings of the Committee or who is disqualified by law from acting as an Association committee member, ceases automatically to be member of the Committee.

 Casual vacancies in the Committee may be filled by the Committee by co-option, and a co-opted member will have the same voting powers and hold office for the same period as the Committee member he or she replaces.

 8. COMMITTEE: PROCEDURES

 The Committee must meet at least four times every calendar year. A special meeting of the Committee may be called at any time on seven days notice. A quorum at Committee meetings is three.

At the first meeting of the Committee in every year the members will appoint from among themselves a Chair, a Secretary, a Treasurer and such other honorary officers as they think fit. (This does not prevent the rotation of these roles during the year in order to involve all members).

All decisions at committee meetings will be made by consensus as outlined above in General Meetings.The facilitator at any meeting shall not have a second or casting vote and the resolution shall be deemed to be lost if there is an equality of votes.

 The Committee may appoint sub-committees including at least one Committee member to advise them or carry out specific tasks in the management of the Association but sub-committees must always report back to the committee as soon as possible.

The Committee must keep minutes of its meetings and procedures.

 9. COMMITTEE: NOMINATIONS

 Every candidate for election to the committee must be nominated and seconded in writing by members of the group and must give his or her written consent to stand for election.

 Nominations and consents must be sent to the Committee within seven days of notice calling the Annual General Meeting.

No person who has been an elected member of the Committee for three consecutive years is eligible for re-election for the immediately following year but may (if duly notified) stand again for election at the Annual General Meeting in the subsequent year.  The Committee will draw up a list of members to stand down in rotation to ensure continuity.

10.   Finance

 An account will be maintained on behalf of the Association at a bank agreed by the committee.

Four cheque signatories will be nominated by the Committee (one to be the Treasurer). Any two of these must sign every cheque. The signatories must not be related nor members of the same household.

Records of income and expenditure will be maintained by the Treasurer and a financial statement given to each meeting.

All money raised by or on behalf of Transition West Gateshead is only to be used to further the objects of the group, as specified in this constitution.

 11. AMENDMENT OF CONSTITUTION

 The provisions of this Constitution may be amended at a general meeting by resolution passed by two thirds of the members present and voting but:

 notice in the terms of the proposed amendment must be given by the Secretary and with the notice calling the meeting;

 no amendment will be valid if it would fundamentally change the objects

 12. DISSOLUTION

 The Association may be dissolved at a general meeting by resolution passed by two thirds of the members present and voting

 In the event of dissolution, the members of the Committee holding office will remain responsible for the orderly winding up of the affairs of the Association.

 After paying or making provision for all debts and liabilities of the Association, the committee shall transfer any remaining assets to one or more Association bodies having objects similar to the objects of the Association set out in this Constitution.

 13. DISPUTES

 Any dispute as to the interpretation of this Constitution or as to the property of any action taken or proposed by one or more members of the Committee may be resolved by unanimous decision of the Committee or referred to an independent advisor or mediator.

 This Constitution was adopted at a general Meeting held

 At Pathhead Water Mill, Blaydon

On 26/11/2014

 It was signed by the Chair of Meeting Lesley Mountain and the Secretary of Meeting Garry Jenkins


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