CONSTITUTION OF FRIENDS OF SOUTH PARK GARDENS ADOPTED THE 23rd DAY OF MAY 2002
A. NAME
The name of the Association is ‘The Friends of South Park Gardens’ (the ‘Charity’).
B. ADMINISTRATION
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 G of this Constitution (‘the Executive Committee’).
C. OBJECTS
The Objects of the Charity are:
(a) to promote, support and assist in the maintenance, improvement and enhancement of South Park Gardens located in Wimbledon, London SW19 (‘the Park’) as a recreational area (in the context of it being a listed garden in a conservation area) to be used and enjoyed by the community of the London Borough of Merton and the broader community of London and other interested parties.
(b) to do all such things as shall be conducive to the attainment of the above object including: promoting, supporting and assisting in the(i) continuation of the Park’s status as a Grade II listed garden; (ii) enhancement, maintenance and upkeep of the Park by the London Borough of Merton
(c) identification and implementation of security measures for the Park.
D. POWERS
In furtherance of the objects but not otherwise the Executive Committee may exercise the following powers:
(a) power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee shall not undertake any substantial or permanent trading activities and shall conform to the relevant requirements of the law;
(b) power 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;
(c) power, subject to any consents required by law, to sell lease or dispose of all or any part of the property of the Charity ;
(d) 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;
(e) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar purposes and to exchange information and advice with them;
(f) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(g) power to appoint and constitute such advisory committees as the Executive Committee may think fit;
(h) power to do all such other lawful things as are necessary for the achievements of the objects.
E. MEMBERSHIP
1. Membership of the Charity shall be open to:
(a) any person over the age of 18 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Executive Committee, and
(b) any body corporate or unincorporated association which is interested in furthering the objects and has paid the annual subscription relevant to such body (such member being called in this Constitution a “member organisation”).
2. Every member shall have one vote.
3. Each member organisation shall 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 FSGP if the appointed representative is unable to attend.
4. 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.
5. The Executive Committee may by unanimous vote and for good reason terminate the membership of any individual or member organisation, provided that the individual or 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.
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 until the conclusion of the next following annual general meeting.
G. EXECUTIVE COMMITTEE
1. The Executive Committee shall consist of not less than five members nor more than nine members being:
(a) the honorary officers specified in the preceding clause; and
(b) 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.
2. The Executive Committee may in addition appoint not more than 3 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 J1 and shall take effect from the end of the meeting or when the place becomes vacant, whichever is the later.
3. All members of the Executive Committee shall retire from office 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.
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. Nobody shall be appointed as a member of the Executive Committee who is aged under 18.
H. DETERMINATION OF MEMBERSHIP OF THE EXECUTIVE COMMITTEE
A member of the Executive Committee shall cease to hold office if he or she:
(a) 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);
(b) becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs;
(c) is absent without the permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolves that his or her office be vacated; or
(d) 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 resignation notice takes effect).
I. EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
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.
J. MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
1. The Executive Committee shall hold at least two ordinary meetings each 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 4 days’ notice being given to all 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 21 day’s notice must be given.
2. The Chairman shall act as chairman at the meetings of the Executive Committee. If the Chairman is absent from the meeting the members of the Executive Committee present shall choose one of their number to be chairman of the meeting before any other business is transacted.
3. 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 the meeting.
4. Every matter shall normally 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. Members of the Executive Committee not attending any meeting of the Executive Committee shall be entitled to submit their vote on the proposed resolutions to be considered at the meeting to the Executive Committee in writing. Such vote shall be counted for the purposes of any vote but such not count towards the determination of a quorum for the meeting.
5. The Executive Committee shall keep minutes, in records kept for the purpose, of the proceedings at meetings of the committee and any sub-committee.
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 which is inconsistent with this Constitution.
7. The Executive Committee may appoint one or more sub committees, including one or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee.
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 or building society 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.
L. PROPERTY
1. Subject to the provision of sub-clause 2 of this clause, the Executive Committee shall cause title to 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 that 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.
2. If a corporation entitled to act as a custodian trustee had 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.
M. ACCOUNTS
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:
(a) the keeping of accounting records for the Charity .
(b) the preparation of annual statements of account for the Charity.
(c) the auditing or independent examination of the statements of account of the Charity; and
(d) 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.
O. 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 May in each year or as soon as practicable 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 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 any annual general meeting the persons present shall appoint a 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 must be made by members of the Charity in writing and must be in the hands of the Secretary of the Executive Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot. If insufficient nominations have been received in advance, the chairman appointed for the meeting may accept nominations from the floor at the annual general meeting with the elections being made by ballot.
Q. SPECIAL GENERAL MEETINGS
The Executive Committee may call a special general meeting of the Charity at any time. If at least twenty members 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 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 proceedings at every general meeting of the Charity.
2. There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity , whichever is the greater, are present at any general meeting.
S. NOTICES
Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or by 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 or such other address as the member has notified to the Charity from time to time, and any letter sent by post shall be deemed to have been received within 10 days of the date of posting. Notices may also be sent electronically to the e-mail address or facsimile telephone number given by any member from time to time for such purpose, and any notice so sent shall be deemed to be received within three days of the date of such dispatch electronically.
T. ALTERATIONS TO THE CONSTITUTION
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 notice of the resolution, setting out the terms of the alteration proposed.
2. No amendment may be made to clause A (the name of charity clause), clause B (the objects clause), clause I (Executive Committee members not to be personally interested clause), clause U (the dissolution clause) or this clause 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 should promptly send to the Commission a copy of any amendment made under this clause.
U. DISSOLUTION
If the Executive Committee decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all the members of the Charity of which not less than 21 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 proper debts and liabilities shall be given or transferred to such other institutions having objects similar to the objects of the Charity as the members of the Charity shall determine, or failing that for 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.
V. ADOPTION OF THE CONSTITUTION
This Constitution was adopted at the first annual general meeting of the Charity by the persons whose signatures appear on the documents attached to this document. This Constitution was adopted on the date mentioned above by the persons whose signatures appear on the documents attached to this document.
