Proposed Changes to
Grove Park Community Group’s
Constitution

Note:-

i) All clauses refer to this document.

ii) “Relevant area” refers to Grove Park, South Lee and their immediate vicinities.

iii) “Ex-officio” – by virtue of office.

iv) Being “present” at a meeting means both in person and via video link. 

1. NAME/ADDRESS

The name and address of the Association shall be the Grove Park Community Group, Ringway Centre, 268 Baring Road, Grove Park, London SE12 0DS.

2. AIMS/OBJECTIVES

The objectives of the Association shall be:-

a) to promote the benefit of the inhabitants of Grove Park and South Lee and the neighbourhood by associating together the said inhabitants and the local authorities, voluntary and other organisations in a common effort to advance education and provide facilities in the interests of social welfare for recreation and leisure-time occupation in order to improve the conditions of life for the said inhabitants;

b) to secure, maintain and manage the Ringway Community Centre in furtherance of these objectives;

c) to operate with no political or religious allegiance and to show no discrimination between any age group, gender, race, religion, sexual orientation or political opinion also in furtherance of these objectives.

3. POWERS

To further the above objectives, the Association shall have power to:-

a) confer with other charities, voluntary bodies and Statutory Authorities whose aims are similar to those described in Clause 2 above, and to exchange information and advice with them;

b) organise and/or provide facilities for a wide range of social, educational and recreational activities;

c) publish and distribute, either freely or for payment, a range of information in a variety of forms;

d) acquire, construct, maintain or alter such properties or other rights and privileges by purchase, hire, lease or exchange as may be necessary to carry out its objectives subject to Clause 6e and the requirements of law.

e) regulate the proper supervision, control and management of any property which has been or may be acquired;

f) sell, let, mortgage, charge for, dispose of or turn to account all or any of its property or assets subject to the requirement of law;

g) raise funds and invite or receive donations, subscriptions or other contributions provided that the Association does not undertake any permanent trading activities;

h) receive monies on deposit or loan as the Association deems appropriate subject to those consents or conditions required by law;

i) invest money not immediately required for its aims, in such investments, securities or property as the Association considers suitable subject to any conditions imposed by law;

j) affiliate to the National Federation of Community Organisations and to others with similar objectives;

k) participate in any other lawful activities which might further its charitable aims.

4. MEMBERSHIP

a) Subject to Clause 2 c), membership shall be open to:-

i) those over eighteen years who live within the relevant area;

ii) those over eighteen years who live beyond the relevant area, who shall be known as

Associate Members without voting rights at General Meetings of the Association;

iii) those under eighteen, wherever they live, who may become Junior Members without

voting rights;

iv) Ringway Centre user groups and voluntary organisations wishing to support the aims of the Association, to be known as Affiliated Groups;

v) ex officio representatives of the Statutory Authority (e.g. local councillors.)

b) Organisations described in Clause 4 a) iv) may each appoint one individual as a representative who may vote at General Committee Meetings of the Association and also at Annual General and Special General Meetings. Should that person resign, leave the voluntary organisation or move out of the relevant area, he or she shall cease to be a representative of that organisation which may then appoint a new representative informing the Association Secretary in writing.

c) Termination of membership:- The Board of Trustees may, by a resolution passed at its meeting, terminate or suspend the membership of any person or group whose conduct has been prejudicial to the Association or its objectives provided that the person or group has the right to be heard by the General Committee before the final decision is made. There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.

5.1 THE GENERAL COMMITTEE

The Board of Trustees may delegate management of specific areas to the General Committee, which shall meet not less than eight times a year. A Terms of Reference (TOR) document establishes the committee, its functions and shall detail the authority the committee has across various areas. The TOR will be drafted by the Board of Trustees in consultation with the General Committee. The TOR will be adopted upon approval from the Board of Trustees and agreement from the General Committee. The General Committee will also act as an advisory body to the Board of Trustees. The General Committee shall consist of:-

a) i) The Honorary Officers/Trustees elected under Clause 6.

ii) at least eight other members which may include one representative from each Affiliated Group and officio representatives from the Statutory Authority; (e.g. local councillors)

iii) co-opted persons who shall not exceed one quarter of the total number of General Committee members and who shall have full voting rights whether members of the Association or not.

b) The proceedings of the General Committee shall not be invalidated by any vacancy in their number or any defect in the election, appointment, co-option or qualification of any member.

c) No person under eighteen may serve on any committee of the Association but may be invited to attend meetings as non-voting observers.

5.2 ADDITIONAL COMMITTEES

a) With approval from the Board of Trustees, additional committees may be formed to allow focused discussion and decision making on specific areas.

b) The Board of Trustees shall determine the terms of reference, powers, duration and composition of each Additional Committee.

c) A Terms of Reference (TOR) document will establish each committee, its functions and shall detail the authority the committee has across various areas. The TOR will be drafted by the Board of Trustees in consultation with the relevant committee. The TOR will be adopted upon approval from the Board of Trustees and agreement from the relevant committee.

d) All acts and proceedings of such additional committees shall be reported back to the Board of Trustees and the General Committee, regularly.

6. HONORARY OFFICERS AND TRUSTEES

a) Only Association members who have served on the General Committee for at least one year shall be eligible to be elected for the Chair, Vice Chair, Treasurer, and Secretary Honorary Officer roles.

b) i) At the Annual General Meeting the Association shall elect a Chair, Vice-Chair, Treasurer and Secretary and such other officers as are required, e.g. Minuting Secretary.

ii) These Honorary Officers will also be Trustees of the Association.

c) If a vacancy occurs among the Honorary Officers, the General Committee may appoint one of their number to fill it. The person appointed shall become a Trustee and hold office until the Committee stands down at the next Annual General Meeting and shall then become eligible for election for the subsequent year.

e) The Association’s Board of Trustees (The Board) will manage and lead the association, overseeing the management of the Ringway Centre. The Board’s acts, decisions and proceedings will be reported back to the General Committee as soon as possible.

f) The Board shall meet at least eight times a year.

g) With the agreement of the General Committee, The Board of Trustees shall be able to co-opt additional Trustees onto The Board providing they meet the membership criteria for the association. Any additional Trustee appointed in this way may also be appointed as an Honorary Officer.

h) The Trustees shall be the custodians of any property held by or in trust for the Association or may request that the Official Custodian for Charities holds such property.

i) The General Committee may appoint a replacement in the event of the resignation, death or disqualification of any Trustee [Trustees are required by the Charity Commission].

7. EMPLOYEES

a) The Board of Trustees may appoint and dismiss such staff as is deemed necessary [e.g. for the safe operation of the Ringway Centre] and shall determine their payment and employment terms and conditions subject to the requirements of law.

b) Association staff may not serve on any of its Committees but may be invited or required to attend meetings in a non-voting advisory capacity.

8. GENERAL MEETINGS OF THE ASSOCIATION

a) The Association shall hold an Annual General Meeting (A.G.M.) at a time and place

determined by the Board of Trustees. This shall be not more than fifteen months after the previous A.G.M. or the adoption of this constitution. At least twenty one days notice shall be given by the Secretary to the members. The business of each A.G.M. shall be:-

i) to consider the Annual Report of the Board of Trustees on the previous year’s work and activities;

ii) to approve the audited accounts;

iii) to elect the Honorary Officers of the Association and to appoint them as Trustees in

accordance with Clause 6; the previous Honorary Officers shall be eligible for re-election;

iv) to elect the next General Committee and to note the appointment of representative members of Affiliated Groups; the previous committee members shall be eligible for re-election;

v) to appoint or re-appoint independent auditors for the coming year.

vi) to vote on any proposal to alter this constitution in accordance with Clause 13;

vii) to discuss any other business of which due notice has been given.

b) Special General Meetings (SGM) may be called

1) by the Chair at his/her discretion or

2) by the Secretary within twenty eight days of receiving a letter signed by not less than ten members requesting such a meeting to consider only the business specified in the letter. (Twenty one days notice of this meeting should be prominently displayed in the Ringway Centre, on its external notice boards and on any other notice boards in the relevant area.)

9. MEETINGS PROCEDURE

a) Voting:- subject to the provisions of Clause 13, matters should be decided by a simple majority of those present with voting entitlement. Each member has one vote. If voting is even, the person chairing the meeting may then cast his/her vote.

b) Quorum:- at least one third or three, whichever is the greater, of the members of each voting group shall form a quorum at Board and Committee Meetings. At least twenty one of the Association’s members shall form a quorum at Annual General or Special General Meetings. If no quorum is present at any meeting of the Association, the meeting shall adjourn and re-convene two weeks later when those present shall be deemed to form a quorum.

c) Minutes:- minutes shall be taken of all meetings held under the Association. All minutes/notes shall be filed at the Ringway Centre.

10. STANDING ORDERS AND REGULATIONS FOR RINGWAY CENTRE USAGE

The Board of Trustees shall adopt and issue Standing Orders and/or Regulations for the use of the Ringway Centre. These are to be operated upon immediately and shall be subject to review by the Trustees and the General Committee (in the first instance) consistent with this constitution, and ultimately by the Association as part of a General Meeting [i.e. AGM or SGM.]

11 FINANCES

a) All funds raised or received by or on behalf of the Association shall be used solely to further its objectives and to pay fair remuneration to its employees. Any authorised out-of-pocket expenses incurred on behalf of the Association may be reimbursed on production of the relevant receipts.

b) The Honorary Treasurer shall keep proper financial accounts.

c) There shall be an annual audit by the auditors appointed under Clause 8 a) v) and an audited statement of accounts shall be submitted to the Annual General Meeting by the Honorary Treasurer.

d) Accounts shall be kept in the name of the Association with any banks or other financial institutions that the Board of Trustees considers appropriate. At least three Honorary Officers shall be authorised by the Board of Trustees to be signatories to these accounts. All cheques must be signed, and online bank payments authorised, by at least two authorised signatories.

12 DISSOLUTION

Should the General Committee decide that it is necessary or advisable to dissolve the Association the following procedures shall be observed:-

a) i) the Chair shall call a General Meeting of all voting members of the Association;

ii) the Secretary shall give at least twenty one days notice of this meeting;

iii) the notices shall be displayed in the Ringway Centre, on its external notice boards in the relevant area and shall include the proposal of dissolution.

iv) notice of this meeting shall be advertised in a newspaper local to the relevant area.

b) If the decision of the General Committee is confirmed by a two-thirds majority of voting members present at the above meeting, the General Committee may realise any assets held by or in the name of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied to any charitable purposes within the relevant area as determined by the General Committee and as approved by the Charity Commissioners for England and Wales, or other authority which may have charitable jurisdiction.

c) The Charity Commission, the London Borough of Lewisham and the National Federation of Community Organisations shall be informed in writing 1) of these procedures and 2) of this confirmed decision by the Secretary of the Association.

13 ALTERATIONS TO THE CONSTITUTION

Any proposal to alter this constitution must be delivered in writing to the Chair or Secretary of the Association not less than twenty eight days before the date of the meeting at which it is first to be considered. Alterations will require the approval of both:-

a) a simple majority of voting Committee members present at a General Committee Meeting;

b) a two-thirds majority of Association members present and able to vote at a General Meeting of the Association. Notice of meetings a) and b) must be given at least fourteen clear days prior to the meeting dates and should include the wording of the proposed alterations or, if substantial changes are involved, information as to where the document may be seen and studied, together with its principal alterations.

No alteration to Clause 2 (Objectives) Clause 12 (Dissolution) or to this Clause (Clause 13. Alterations to the Constitution) shall take effect until the approval in writing of the Charity Commissioners (or other authority having charitable jurisdiction) has been obtained and no alteration shall be made which would cause the Association to cease to be a charity at law.