CONSTITUTION
OF
THE DEFEND THE DUNES TRUST
1. NAME
The name of the charity is ‘The Defend The Dunes Trust’ (‘the
Trust’).
2. OBJECTS
The objects of the Trust are
to protect and preserve for the benefit of the public the dunes and foreshore
of the West Lancashire coast and in particular the dunes and foreshore situate
within Fylde Borough, Lancashire by all or any of the following means:
2.1 Opposing
any residential development on or in the proximity of the sand dunes.
2.2 Opposing
the commercial extraction of sand from the beach areas.
2.3 Encouraging
better management of the dunes and the foreshore and protecting the same
against damage and erosion.
2.4 Enhancing
awareness of the benefits of improved coastline management in order to protect
the ecology of the area.
The Trust shall be non-party in politics and
non-sectarian in religion.
3. POWERS
In furtherance of the said
objects, but not otherwise, the Trust shall have power to:
3.1 Bring
together in conference representatives of voluntary organisations, government
departments, statutory authorities and individuals.
3.2 Arrange
and provide for, either alone or with others, the holding of exhibitions,
meetings, lectures, classes, seminars or training courses to increase awareness
of the importance of the coastal sand dunes and the methods of protecting them
and their history.
3.3 Collect
and disseminate information on all matters relating to its objects, and to
exchange such information with other bodies having similar objects whether in
the United Kingdom or elsewhere.
3.4 Purchase,
take on lease, hire or otherwise lawfully acquire derelict sites and other
parts of the sand dunes and coastal areas in order to protect them.
3.5 Make
regulations for the proper supervision, control and management of any property
which may be so acquired.
3.6 Sell,
let, dispose of or turn to account all or any of its property or assets SUBJECT
TO such consents as may be required by law.
3.7 Raise
funds and invite or receive donations and contributions, whether by
subscription or otherwise.
3.8 Support
any charitable trusts, associations or institutions formed for all or any of
the objects.
3.9 Receive
money on deposit or loan or overdraft, in such manner as the Trust may think
fit, SUBJECT TO such consents or on such conditions as may be required by law.
3.10 Invest
money not immediately required for its objects in or upon such investments,
securities or property as the Trust may think fit, SUBJECT NEVERTHELESS to such
conditions (if any) as may for the time being be imposed by law.
3.11 Borrow
money and, SUBJECT TO such consents as may be required by law, to charge all or
any of the property of the Trust with the repayment of the money so borrowed.
3.12 Employ
such persons as are necessary for the proper pursuit of the objects and make
all reasonable and necessary provision for the payment of pensions and
superannuation for staff and their dependants.
3.13 Remunerate
any member of the Executive Committee for services rendered to the Trust
PROVIDED THAT:
3.13.1 Such member
shall not be present at or take part in any discussions or decision relating to
such remuneration
3.13.2 Any decision
to remunerate such member shall be taken unanimously by the other members
present and voting at the meeting at which the decision is made
3.13.3 The other
members are satisfied that the level of remuneration is reasonable and proper
having regard to the services rendered by such member to the Trust
3.13.4 The other
members are satisfied that the services rendered to the Trust are of special
value to the Trust having regard to such member’s ability, qualifications or
experience and/or to the level of remuneration for which he/she has agreed to
provide them
3.13.5 The number of
such members for the time being in receipt of remuneration shall not exceed a
minority of the members of the General Committee.
3.14 Insure and
arrange insurance cover to indemnify its employees and voluntary workers from
and against all such risks incurred in the course of the performance of their
duties as may be thought fit.
3.15 Provide
indemnity insurance for the members of the Executive Committee (or any of them)
out of the funds of the Trust PROVIDED THAT any such insurance shall not extend
to any claim arising from any act or omission which the members of the
Executive Committee (or any of them) knew to be a breach of duty or breach of
trust or which was committed by members of the General Committee (or any of
them) in reckless disregard of whether it was a breach of duty or breach of
trust or not.
3.16 Do all such
other lawful things as shall further the charitable objects of the Trust.
4. MEMBERSHIP
4.1 Full
membership of the Trust shall be open to:
4.1.1 Individuals
of 18 years and over who are interested in furthering the work of the Trust and
who have paid the annual subscription as laid down from time to time by the
executive committee mentioned below and
4.1.2 National,
international and local voluntary or other non-profit distributing
organisations whether corporate or unincorporated which are interested in
furthering such work and have paid their annual subscriptions (such bodies
being hereinafter referred to as a ‘Member Organisation’)
4.2 Each
Member Organisation shall appoint one individual person to represent it and
vote on its behalf at general meetings of the Trust. In the event of such individual person resigning or otherwise
leaving an organisation he or she shall immediately cease to be a
representative of such organisation.
4.3 Each
Member Organisation may appoint a deputy to replace its appointed
representative if the appointed representative is unable to attend any
particular meeting of the Trust.
4.4 Junior
membership shall be open to those under the age of 18 years who are interested
in furthering the work of the Trust.
Junior members shall not be entitled to vote.
4.5 Honorary
members may be appointed at the discretion of the Executive Committee (as
defined in clause 5 hereof and hereinafter called ‘the Committee’). Honorary members shall not be entitled to
vote.
4.6 The
Committee shall have the right:
4.6.1 To approve
or reject applications for membership and
4.6.2 For good and
sufficient reason to terminate the membership of any individual or organisation
provided that the individual member concerned or the individual representing
such organisation (as the case may be) shall have the right to be heard by the
Committee before a final decision is made.
4.7 If any
member is convicted on indictment of any criminal offence or shall be adjudged a
bankrupt or shall make any composition or arrangements with his/her creditors,
such member shall ipso facto cease to be a member of the Trust.
4.8 The
Committee may from time to time make such rules as it may deem necessary or
convenient for the proper conduct and management of the Trust and for the
purpose of prescribing conditions of membership and in particular but without
prejudice to the generality of the above it may by such rules regulate:
4.8.1 Procedures
for the admission of members of the Trust and the circumstances under which
members may have this membership terminated
4.8.2 The conduct
of members of the Trust in relation to one another and to the Trust’s employees
4.8.3 The
procedure at General and Extraordinary Meetings of the Trust and meetings of
the Committee in so far as such procedure is not regulated by this
Constitution.
4.9 The
Committee shall determine from time to time the annual subscription to be paid
by all persons who are members of the Trust, the amount of such subscription to
be payable on the first day of June in each year
4.10 If the
annual subscription is not paid by any member within one month of it becoming
due and payable such member shall cease to be a member until the subscription
shall have been paid.
5. EXECUTIVE COMMITTEE
5.1 Subject
as mentioned below the policy and general management of the affairs of the
Trust shall be directed by an executive committee which shall meet as
frequently as the Committee shall from time to time determine. The Committee shall consist of not less than
five persons and not more than fifteen persons.
5.2 The
persons whose signatures appear at the bottom of this document shall be those
Committee Members elected at the Inaugural General Meeting.
5.3 At the
first (2003) Annual General Meeting following adoption of this Constitution,
Members of the Committee shall be elected in accordance with clause 5.7.5.4 At
the second Annual General Meeting after the adoption of this Constitution, and
at each subsequent Annual General Meeting, one-third of the elected members of
the Committee shall retire.
5.5 The
members of the Committee to retire shall be those who have been longest in
office since their last election, but as between persons who became members on
the same day those to retire shall (unless they otherwise agree among
themselves) be determined by lots.
5.6 A
retiring member of the Committee shall be eligible for re-election but must
retire from the Committee for a minimum period of one year after each
continuous period of six years as a Committee member.
5.7 Nominations
for members of the Committee must be made by members of the Association in
writing and must be in the hands of the Secretary at least 14 days before the
Annual General Meeting. Should
nominations exceed vacancies, election shall be by ballot.
5.8 In
addition to the members so elected and to those serving by virtue of clause5.9,
the Committee may co-opt up to three further members who shall be full members
of the Trust whether individual or representative or a combination of both and
who shall serve for such time as the Committee shall determine provided that
the number of co-opted members shall not exceed one-third of the total number
of members of the Committee in accordance with clause 5.1. Co-opted members shall be entitled to vote
at meetings of the Committee.
5.9 Any
casual vacancy in the Committee may be filled by the Committee and any person
appointed to fill such a casual vacancy shall hold office until the conclusion
of the next Annual General Meeting of the Trust and shall be eligible for
election at that meeting.
5.10 The
Committee shall appoint and fix the remuneration of such staff as may in its
opinion be necessary to be employed by the Trust.
5.11 The
Committee may appoint such special or standing committees as may be deemed
necessary by the Committee and shall determine their terms of reference,
powers, duration and composition. All
acts and proceedings of such special or standing committees shall be reported
back to the Committee as soon as possible.
5.12 All acts
bona fide done by any meeting of the Committee or by any person acting as a
member of the Committee shall notwithstanding that it be afterwards discovered
that there was some defect in the appointment or continuance in office of any
such member or person acting as aforesaid or that they or any of them were
disqualified be as valid as if every such person had been duly appointed or had
duly continued in office and was qualified to be a member of the Committee.
5.13 A
resolution in writing signed by all the members for the time being of the
Committee who are entitled to receive notice of a meeting of the Committee
shall be as valid and effectual as if it had been passed at a meeting of the
Committee duly convened and constituted.
5.14 A member of
the Committee shall cease to hold office if he/she:
5.14.1 Is
disqualified from acting as a member of the Committee by virtue of Section 45
of the Charities Act 1992 (or any statutory re-enactment or modification of
that provision)
5.14.2 Becomes
incapable by reason of mental disorder, illness or injury of managing and
administering his/her own affairs
5.14.3 Is absent
without the permission of the Committee from all their meetings held within a
period of six months and the Committee resolved that his/her office be vacated
or
5.14.4 Notifies the
Committee of a wish to resign (but only if at least five members of the
Committee will remain in office when the notice of resignation is to take
effect).
5.15 No member
of the Committee shall acquire any interest in property belonging to the Trust
(otherwise than as a trustee for the Trust) or (subject to the provisions of
clause 10.1) receive remuneration or be interested (otherwise than as a member
of the Committee) in any contract entered into by the Committee.
5.16 Any member
of the Committee for the time being 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/her or his/her firm when
instructed by the other members of the Committee to act in a professional
capacity on behalf of the Trust PROVIDED THAT at no time shall a majority of
the members of the Committee benefit under this provision and that a member of
the Committee shall withdraw from any meeting at which his/her own instructions
or remuneration or that of his/her firm is under discussion.
6. HONORARY OFFICERS
6.1 The
Committee shall elect from the membership of the Committee a chairman, a
secretary, a treasurer and such other honorary officers as the Committee shall
from time to time decide.
6.2 The
chairman and the other honorary officers of the Committee shall hold office up
to the conclusion of the Annual General Meeting of the Trust next after their
election and shall be eligible for re-election, but subject to the condition
that a person shall not be entitled to hold the same honorary office for a
continuous period in excess of six years.
6.3 The Trust
shall appoint one or more independent examiners to verify the accounts and may
determine their remuneration (if any).
7. MEETINGS OF THE TRUST
7.1 The
Inaugural General Meeting of the Trust shall be held on the 11th day
of April 2002. Once in each year subsequently an Annual General Meeting of the
Trust shall be held at such time (not being more than 15 months after the
holding of the first General Meeting or preceding Annual General Meeting as the
case may be) and place as the Committee shall determine. At least 21 clear days notice shall be given
in writing by the secretary of the Committee to each member. At such Annual General Meeting the business
shall include the election of full members to serve on the Committee, the
appointment of an independent examiner or examiners, the consideration of an annual report of the work done by or
under the auspices of the Committee and of the examined accounts, and the
transaction of such other matters as may from time to time be necessary.
7.2 The
chairman of the Committee may at any time at his discretion and the secretary
of the Committee shall within 21 days of receiving a written request so to do
signed by not less than 25 full members whether individual or representative
and giving reasons for the request call a Special General Meeting of the Trust.
7.3 The
chairman of all General Meetings of the Trust shall be the chairman of the
Committee, but if he/she is not present the persons present at such General
Meeting shall appoint a chairman of the meeting.
7.4 The
secretary of the Committee shall keep a full record of proceedings at every
General Meeting of the Trust.
8. NOMINATIONS OF COMMITTEE MEMBERS
8.1 Only full
members of the Trust (whether individual or representative) shall be eligible
to serve as members of the Committee.
8.2 No person
shall, unless recommended by the Committee for election, be eligible for
election to membership of the Committee unless prior to the Annual General
Meeting there shall have been given to the secretary of the Committee by a full
member written notice of his/her intention to propose such person for election
and supported by one other full member and also notice in writing signed by the
person proposed of his/her willingness to be elected.
9. RULES OF PROCEDURE AT ALL MEETINGS
9.1 Quorum -
The quorum at a meeting of the Trust or of the Committee shall be
one-third of the total membership of the Trust or the Committee (as the case
may be) or such other number as the Trust may at General Meeting from time to
time determine not being less than ten.
9.2 Voting -
Save as otherwise provided, all questions arising at any meeting shall
be decided by a simple majority of those present and entitled to vote. Arrangements for proxy voting may from time
to time be made by the Committee. No
person shall exercise more than one vote notwithstanding that he or she has
been appointed to represent two or more interests but in the case of an
equality of votes the chairman of the meeting shall have a second or casting
vote.
9.3 Minutes -
Minute books shall be kept by the Committee and any sub-committees
appointed by the Committee and the appropriate secretaries shall enter in the
minute book a record of all proceedings and resolutions.
9.4 Standing
Orders and Rules - The Committee shall have power to adopt and
issue standing orders and/or rules for the Trust. Such standing orders and/or rules shall come into operation
immediately provided that they shall be subject to review by the Trust in
General Meeting and shall not be inconsistent with the provisions of this Constitution.
10. FINANCE
10.1 All money
raised by or on behalf of the Trust shall be applied to further the objects of
the Trust and for no other purpose provided that nothing contained in this
Constitution shall prevent the payment in good faith of reasonable and proper
remuneration to any employee of the Trust or the repayment of reasonable
out-of-pocket expenses to any member of the Trust nor prevent the payment of
interest at a reasonable and proper
rate on money lent not exceeding two per cent less than the published base
lending rate of a clearing bank to be selected by the Committee or reasonable
rent for premises demised or let by any member to the Trust. No member of the Committee shall be
appointed to any salaried office of the Trust or any office of the Trust or of
the Committee or any office of the Trust or of the Trust paid by fees.
10.2 The
honorary treasurer shall keep proper accounts of the finances of the Trust.
10.3 The
accounts shall be verified at least once a year by the independent examiner(s)
appointed at the Inaugural/Annual General Meeting.
10.4 A verified
statement of the accounts for the last financial year shall be submitted by the
Committee to the Annual General Meeting.
10.5 A bank
account shall be opened in the name of the Trust with such bank as the
Committee shall from time to time decide.
The Committee shall authorise such members of the Committee as the
Committee sees fit to sign cheques on behalf of the Trust. All cheques must be signed by not less than
two signatories.
10.6 Without
prejudice to the generality of the foregoing, in particular the Committee shall
comply with its obligations under the Charities Act 1992 (or any statutory
re-enactment or modification of that Act) with regard to:
10.6.1 The keeping of
accounting records for the Trust
10.6.2 The preparation
of annual statements of account for the Trust
10.6.3 The
independent examination of the statements of account of the Trust
10.6.4 The
transmission of the statements of account of the Trust to the Charity
Commissioners
10.6.5 The discharge
of its obligations under the Charities Act 1992 or any statutory re-enactment
or modification of that Act with regard to the preparation of an annual report
and its transmission to the Charity Commissioners
10.6.6 The compliance
with its obligations in law with regard to the preparation of an annual return
to the Charity Commissioners.
11. TRUST PROPERTY
The title to all real or
personal property which may be acquired by or on behalf of the Trust shall be
vested in holding trustees appointed by the Committee. The Committee may also appoint such holding
trustees on its behalf as it shall think fit for such purposes and to exercise
on its behalf such functions and rights as it shall prescribe. Such holding trustees may also from
time to time be removed by the Committee and further holding trustees appointed
in their place. Different holding
trustees may be appointed for different titles, properties, functions and
rights. Such holding trustees shall
enter into a Deed of Trust or other such document as may be appropriate. Provided they only act in accordance with
the lawful directions of the Committee, the holding trustees shall not be
liable for the acts and defaults of the Committee or of the Trust.
12. ALTERATIONS TO THE CONSTITUTION
12.1 Any alteration
of this Constitution shall receive the assent of not less than two-thirds of
the full members of the Trust whether individual or representative present and
voting at an Annual General Meeting or a meeting specially called for the
purpose provided that notice of any such alteration shall have been sent in
writing to each member of the Trust not less than 21 clear days before the
meeting at which the alteration is to be brought forward provided that no
alteration shall have the effect of causing the Trust to cease to be a charity
at law.
12.2 Without
prejudice to the generality of the foregoing, in particular no amendment may be
made to clause 1 (the name of the Trust), clause 2 (objects and powers), clause
5.10 (Committee members not to be personally interested), clause 14
(dissolution) or this clause without the prior consent in writing of the
Charity Commissioners.
12.3 The
secretary to the Committee shall promptly send to the Charity Commissioners a
copy of any amendment made pursuant to the powers given by this clause.
13. PRESIDENTS AND VICE-PRESIDENTS
The Committee may by simple
majority appoint from time to time a president and one or more vice-presidents
for such period or respective periods of office as the Committee may by such
resolution determine and such persons need not be members of the Trust but must
have agreed in writing to accept office and the Committee in like manner
determine the period of office and remove any person previously appointed prior
to the determination of his/her period of office by effluxion of time. A retiring president or vice-president shall
be eligible for re-appointment but subject thereto only such person shall be
eligible for appointment as shall be determined by the Committee. The presidents and vice-presidents for the
time being shall ex officio be entitled to receive notice of and to attend and
speak at any meetings of the Committee but (without prejudice to the rights as
members of any who may be members) not to vote.
14. DISSOLUTION
If the Committee by a simple
majority vote decides at any time that on the ground of expense or otherwise it
is necessary or advisable to dissolve the Trust, it shall call a meeting of all
members of the Trust who have the power to vote, of which meeting not less than
21 days notice (stating the terms of the resolution to be proposed) shall be
given. If such decision shall be
confirmed by a three-quarters majority of those present and voting at such
meeting, the Committee shall have power to dispose of any assets held by or on
behalf of the Trust. Any assets
remaining after the satisfaction of any proper debts and liabilities shall be
given or transferred to such other charitable institution or institutions
having objects similar to the objects of the Trust as the Committee may
determine.
15. NOTICES
15.1 Any notice
may be served by the secretary of the Committee on any member either personally
or on its appointed representative as the case may be or by sending it through
the post in a pre-paid letter addressed to such member at his, her or its last
known address in the United Kingdom and any letter so sent shall be deemed to
have been received within three days of posting.
15.2 The
accidental omission to give notice of a meeting to or the non-receipt of such
notice by any person entitled to receive notice thereof shall not invalidate
any resolution passed or proceedings had at any meeting.
16. INTERPRETATION
For the interpretation of
this Constitution the Interpretation Act 1978 shall apply as it applies to the
interpretation of an Act of Parliament.
17. TRUSTEES SIGNATURES
We, the elected Committee,
certify that this constitution was adopted on 11th April 2002
DON MOORE Chairman
MARGARET SPILLANE Secretary
JANET TURNER Treasurer
NORMA BYRNE Member
RALPH CARTER Publicity
DAVE SMITH Records
JEAN WILDING Member