Hampshire &
Sussex
Trust
The
Hampshire and
To promote the efficiency of the Territorial
Army in Hampshire and
Officers and Trustees
Chair
- Dr David Sanders.
Secretary
- Dr Ian Stott.
Treasurer
- Mr Nick Fox.
Membership
Membership is open to individuals over eighteen or organizations
who are approved by the Trustees. The Trustees’ decision following any written
representations must be notified to the applicant in writing but shall be
final. Membership is not transferable to
anyone else.
Votes
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.
Officers and
Trustees
The Charity has the following Officers:
• Chair, Dr David Sanders.
• Secretary, Dr Ian Stott.
• Treasurer, Mr Nick Fox.
Powers of
Trustees
The Trustees manage the
business of the Charity to do all such other lawful things as are necessary for
the achievement of the Objects;
Proceedings
of Trustees
Trustees regulate their proceedings as they think
fit, subject to the provisions of the constitution (reproduced at the end of
this WWW Page). The quorum is two.
Constitution
adopted on the 11 November 2009 – revised 20 February 2010
PART 1
1. Adoption of the Constitution
The association and its
property will be administered and managed in accordance with the provisions in
Parts 1 and 2 of this constitution.
2. The Name
The association’s name is The
Hampshire and Sussex Trust (and in
this document it is called the Charity).
3. The Objects
The Charity's objects (the
Objects) are:
To promote the efficiency of the Territorial Army in Hampshire
and
4. Application of the Income and Property
(1) The income and property of
the Charity shall be applied solely towards the promotion of the Objects.
(2) A Trustee may pay out of,
or be reimbursed from, the property of the Charity reasonable expenses properly
incurred by him or her when acting on behalf of the Charity.
(3) None of the income or
property of the Charity may be paid or transferred directly or indirectly by
way of dividend bonus or otherwise by way of profit to any member of the
Charity. This does not prevent:
(a) a
member who is not also a Trustee from receiving reasonable and proper
remuneration for any goods or services supplied to the Charity;
(b) a
Trustee from:
(i) buying goods or services from
the Charity upon the same terms as other members or members of the public;
(ii) receiving a benefit from the Charity in the capacity of a
beneficiary of the Charity, provided that the Trustees comply with the
provisions of sub clause (6) of this clause, or as a member of the Charity and
upon the same terms as other members;
(c) the purchase of indemnity
insurance for the Trustees against any liability that by virtue of any rule of
law would otherwise attach to a Trustee or other officer in respect of any
negligence, default breach of duty or breach of trust of which he or she may be
guilty in relation to the Charity but excluding:
(i) fines;
(ii) costs of unsuccessfully defending criminal prosecutions for
offences arising out of the fraud, dishonesty or wilful or reckless misconduct
of the Trustee or other officer;
(iii) liabilities
to the Charity that result from conduct that the Trustee or other officer knew
or ought to have known was not in the best interests of the Charity or in
respect of which the person concerned did not care whether that conduct was in
the best interests of the Charity or not.
(4) No Trustee may be paid or
receive any other benefit for being a Trustee.
(5) A Trustee may:
(a) sell goods, services or any interest in land to the Charity;
(b) be employed by or receive any remuneration from the Charity;
(c) receive any other financial benefit from the Charity,
if :
(d) he or she is not prevented from so doing by sub-clause (4)
of this clause; and
(e) the benefit is permitted by sub-clause (3) of this clause;
or
(f) the benefit is authorised by the Trustees in accordance with
the conditions in sub-clause (6) of this clause.
(6)
(a) If it is
proposed that a Trustee should receive a benefit from the Charity that is not
already permitted under sub-clause (3) of this clause, he or she must:
(i) declare his or her interest in
the proposal;
(ii) be absent from that part of any meeting at which the
proposal is discussed and take no part in any discussion of it;
(iii) not be counted in determining whether the meeting is quorate;
(iv) not vote on the proposal.
(b) In cases covered
by sub-clause (5) of this clause, those Trustees who do not stand to receive
the proposed benefit must be satisfied that it is in the interests of the
Charity to contract with or employ that Trustee rather than with someone who is
not a Trustee and they must record the reason for their decision in the
minutes. In reaching that decision the Trustees must balance the advantage of
contracting with or employing a Trustee against the disadvantage of doing so
(especially the loss of the Trustee’s services as a result of dealing with the
Trustee’s conflict of interest).
(c) The Trustees
may only authorise a transaction falling within paragraphs 5(a)–(c) of this
clause if the Trustee body comprises a majority of Trustees who have not
received any such benefit.
(d) If the Trustees
fail to follow this procedure, the resolution to confer a benefit upon the
Trustee will be void and the Trustee must repay to the Charity the value of any
benefit received by the Trustee from the Charity.
(7) A Trustee must absent himself
or herself from any discussions of the Trustees in which it is possible that a
conflict will arise between his or her duty to act solely in the interests of
the Charity and any personal interest (including but not limited to any
personal financial interest) and take no part in the voting upon the matter.
(8) In this Clause 4, “Trustee”
shall include any person firm or company connected with the Trustee.
5. Dissolution
(1) If the members resolve to
dissolve the Charity the Trustees will remain in office as Charity Trustees and
be responsible for winding up the affairs of the Charity in accordance with
this clause.
(2) The Trustees must collect
in all the assets of the Charity and must pay or make provision for all the
liabilities of the Charity.
(3) The Trustees must apply any
remaining property or money:
(a) directly for the Objects;
(b) by transfer to any Charity or charities for purposes the
same as or similar to the Charity;
(c) in such other manner as the Charity Commission for
(4) The members may pass a
resolution before or at the same time as the resolution to dissolve the Charity
specifying the manner in which the Trustees are to apply the remaining property
or assets of the Charity and the Trustees must comply with the resolution if it
is consistent with paragraphs (a)–(c) inclusive in sub-clause (3) above.
(5) In no circumstances shall
the net assets of the Charity be paid to or distributed among the members of
the Charity (except to a member that is itself a Charity).
(6) The Trustees must notify
the Commission promptly that the Charity has been dissolved. If the Trustees
are obliged to send the Charity’s accounts to the Commission for the accounting
period which ended before its dissolution, they must send the Commission the
Charity’s final accounts.
6. Amendments
(1) The Charity may amend any
provision contained in Part 1 of this Constitution provided that:
(a) no amendment may be made that would have the effect of
making the Charity cease to be a Charity at law;
(b) no amendment may be made to alter the Objects if the change
would not be within the reasonable contemplation of the members of or donors to
the Charity;
(c) no amendment may be made to clause 4 without the prior
written consent of the Commission;
(d) any resolution to amend a provision of Part 1 of 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.
(3) A copy of any resolution
amending this constitution shall be sent to the Commission within twenty one
days of it being passed.
Part 2
7. Membership
(1) Membership is open to
individuals over eighteen or organizations 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 interests of the Charity to refuse
the application.
(b) The Trustees
must inform the applicant in writing of the reasons 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 representations must be notified
to the applicant in writing but shall be final.
(3) Membership is not
transferable to anyone else.
(4) The Trustees must keep a
register of names and addresses of the members which must be made available to
any member upon request.
8. Termination of Membership
Membership is terminated if:
(1) the
member dies or, if it is an organisation, ceases to exist;
(2) the
member resigns by written notice to the Charity unless, after the resignation,
there would be less than two members;
(3) any
sum due from the member to the Charity is not paid in full within six months of
it falling due;
(4) the
member is removed from membership by a resolution of the Trustees that it is in
the best interests of the Charity 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 the reasons why it is to be proposed;
(b) the member or, at the option of the
member, the member’s representative (who need not be a member of the Charity)
has been allowed to make representations to the meeting.
9. General meetings
(1) The Charity 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 fifteen months may
elapse between successive annual general meetings.
(3) All general meetings other
than annual general meetings 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, which ever is the greater. The request
must state the nature of the business that is to be discussed. If the Trustees
fail to hold the 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.
10. Notice
(1) The minimum period of
notice required to hold any general meeting of the Charity 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 the members and to the Trustees.
11. Quorum
(1) No business shall be
transacted at any general meeting unless a quorum is present.
(2) A quorum is;
• Two members
entitled to vote upon the business to be conducted at the meeting; or
• one tenth of the total membership at the time,
whichever is the greater.
(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 time and place as the Trustees shall determine.
(5) The Trustees must
re-convene the meeting and must give at least 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.
12. 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.
13. 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 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 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.
14. 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
several copies each signed by or on behalf of one or more members.
15. Representatives of Other Bodies
(1) Any organisation that is a
member of the Charity may nominate any person to act as its representative at
any meeting of the Charity.
(2) The organisation must give
written notice to the Charity of the name of its representative. The nominee
shall not be entitled to represent the organisation at any meeting unless the
notice has been received by the Charity. The nominee may continue to represent
the organisation until written notice to the contrary is
received by the Charity.
(3) Any notice given to the
Charity will be conclusive evidence that the nominee is entitled to represent
the organisation or that his or her authority has been revoked. The Charity
shall not be required to consider whether the nominee has been properly appointed
by the organisation.
16. Officers and Trustees
(1) The Charity 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
Charity and in this constitution are together called “the Trustees”.
(2) The Charity shall have the
following Officers:
• A chair,
• A secretary,
• A treasurer.
(3) A Trustee must be a member
of the Charity or the nominated representative of an organisation that is a
member of the Charity.
(4) No one may be appointed a
Trustee if he or she would be disqualified from acting under the provisions of
Clause 19.
(5) The number of Trustees shall be not less than three but (unless otherwise determined by a
resolution of the Charity 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.
17. The Appointment of Trustees
(1) The Charity 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 meeting next after
his or her appointment but shall be eligible for re-election at that annual
general meeting.
(4) No-one may be elected a
Trustee or an Officer at any annual general meeting unless prior to the meeting
the Charity is given a notice that:
(a) is signed by a member entitled to vote at the meeting;
(b) states the member’s 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 Charity 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 the 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.
18. Powers of Trustees
(1) The Trustees must manage
the business of the Charity and have the following powers 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 substantial permanent trading activity and must
comply with any relevant statutory regulations;
(b) to buy, take on 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 Charity. In exercising this
power, the Trustees must comply as appropriate with sections 36 and 37 of the
Charities Act 1993, as amended by the Charities Act 2006;
(d) to borrow money and to charge the
whole or any part of the property belonging to the Charity as security for
repayment of the money borrowed. The Trustees must comply as appropriate with
sections 38 and 39 of the Charities Act 1993, as amended by the Charities Act
2006, if they intend to mortgage land;
(e) to co-operate with other charities,
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 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;
(j) to obtain and pay for such goods
and services as are necessary for carrying out the work of the Charity;
(k) 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;
(l) 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.
19. Disqualification and Removal of Trustees
A Trustee shall cease to hold
office if he or she:
(1) is
disqualified for acting as a Trustee by virtue of section 72 of the Charities
Act 1993 (or any statutory re-enactment or modification of that provision);
(2) ceases
to be a member of the Charity;
(3) becomes
incapable by reason of mental disorder, illness or injury of managing and
administering his or her own affairs;
(4) resigns
as a Trustee by notice to the Charity (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.
20. 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 two or
the number nearest to one third of the total number of Trustees, whichever is
the greater or such larger 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 or (as the
case may be) a committee of Trustees duly convened and held.
(14) The resolution in writing
may comprise several documents containing the text of the resolution in like
form each signed by one or more Trustees.
21. 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:
• the relevant powers are to be exercised exclusively by the
committee to whom they delegate;
• no expenditure may be incurred on behalf of the Charity
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 committees must be fully and promptly reported to the Trustees.
22. 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:
• who was disqualified from holding
office;
• who had previously retired or who had
been obliged by the constitution to vacate office;
• 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 Trustee; and
• that Trustee being counted in the
quorum, the decision has 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 Charity 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 Charity.
23. Minutes
The Trustees must keep minutes
of all:
(1) appointments
of Officers and Trustees made by the Trustees;
(2) proceedings
at meetings of the Charity;
(3) meetings of the
Trustees and committees of Trustees including:
• the names of the Trustees present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions.
24. Annual Report and Return and Accounts
(1) The Trustees must comply
with their obligations under the Charities Act 1993 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 transmission of the statements of account to the
Charity;
(d) the preparation of an Annual Report and its transmission to
the Commission;
(e) the preparation of an Annual Return and its transmission to
the Commission.
(2) Accounts must be prepared
in accordance with the provisions of any Statement of Recommended Practice
issued by the Commission, unless the Trustees are required to prepare accounts
in accordance with the provisions of such a Statement prepared by another body.
25. Registered particulars
The Trustees must notify the
Commission promptly of any changes to the Charity’s entry on the Central
Register of Charities.
26. Property
(1) The Trustees must ensure
the title to:
(a) all land held by or in trust for the Charity that is not
vested in the Official Custodian of Charities; and
(b) all investments held by or on behalf of the Charity, is
vested either in a corporation entitled to act as custodian Trustee or in not
less that 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 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 Charity.
(3) The Trustees may remove the
holding Trustees at any time.
27. Repair and insurance
The Trustees must keep in
repair and insure to their full value against fire and other usual risks all
the buildings of the Charity (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 employer’s liability.
28. 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 communications.
(2) The Charity 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 member’s
address.
(3) A member who does not
register an address with the Charity or who registers only a postal address
that is not within the
(4) A member present in person
at any meeting of the Charity shall be deemed to have received notice of the
meeting and of the purposes 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 the notice was given.
(b) Proof that a
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.
29. 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 Charity (including the admission of organisations to
membership) and the rights and privileges of such members, and the entrance
fees, subscriptions and other fees or payments to be made by members;
(b) the conduct of members of the Charity in relation to one
another, and to the Charity’s employees and volunteers;
(c) the setting aside of the whole or any part or parts of the
Charity’s 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 records of the Charity to be kept in electronic
form and requires a Trustee to sign the 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 Charity 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 Charity.
(5) The rules or bye-laws shall
be binding on all members of the Charity. No rule or bye-law shall be
inconsistent with, or shall affect or repeal anything contained in, this
constitution.