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CONSTITUTION
Adopted on the 10th day of December 1998.
A. NAME
The name of the Association is THE U.K. WORKING GROUP TO FACILITATE
WORK TO MINIMISE PSYCHOLOGICAL IMPACT OF TRAUMA IN SRI LANKA
(the Charity).
It will have
the abbreviated name of UK - Sri Lanka Trauma Group (UK-SLTG)
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 the clause
G of this constitution.
C. OBJECTS
The Charitys objects are:
The relief of
persons suffering from psychological impact of trauma in Sri Lanka
caused, in particular but without prejudice to the generality of
the forgoing, by the civil conflict, by the provision of direct
aid and training.
The preservation
and protection of public health in Sri Lanka.
D. POWERS
In furtherance of the objects but not otherwise the Executive Committee
may exercise the following powers:
i. power
to raise funds and to invite and receive contributions provided
that in raising funds the Executive Committee shall not undertake
any substantial permanent trading activities and shall conform to
any relevant requirements of the law;
ii. 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;
iii.
power subject to any consents required by law to sell, lease or
dispose of all or any part of the property of the Charity;
iv. power
subject to nay 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;
v. power
to employ such staff (who shall not be members of the Executive
Committee) as are necessary for the proper pursuit of the objects
and to make all reasonable and necessary provision for the payment
of pensions and superannuation for staff and their dependants;
vi. power
to co-operate with other charities, voluntary bodies and statutory
authorities operating in furtherance of the objects or of similar
charitable purposes and to exchange information and advice with
them;
vii.
power to establish or support any charitable trusts, associations
or institutions formed for all or any of the objects;
viii.
power to appoint and constitute such advisory committees as the
Executive Committee may think fit;
ix. power
to do all such other lawful things as are necessary for the achievement
of the objects.
E. MEMBERSHIP
1. Membership of the group shall be open to mental health professionals
or other professionals who have expertise or an interest in the
area of psychological aspects of trauma particularly in relation
to Sri Lanka, who has paid the annual subscription laid down from
time to time by the Executive Committee. The activities of the group
will be in line with the ethical frameworks and codes of conduct
of individual professions that the members belong to (eg. the BMA,
BPS, UKCC, etc.). The membership of the group will be on the basis
of non racial, non sectarian, non political objectives of working
to ameliorate the psychological impact of trauma in Sri Lanka. The
Executive Committee shall endeavour to encourage membership of the
Charity by professionals of Sri Lankan origin from all major communities
in the country.
2. Every
member shall have one vote.
3. The
Executive Committee may by unanimous vote and for good reason terminate
the membership of any individual: Provided that the individual concerned
shall have the right to be heard by the Executive Committee, accompanied
by a friend, before the 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.
G. EXECUTIVE
COMMITTEE
1. The Executive Committee shall consist of not less than
3 members nor more than 12 members being:
(a) the honorary
officers specified in the preceding clause;
(b) not less
than 6 and not more than 10 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 the clause Q and shall take effect from the end of
that meeting unless the appointment is to fill a place which has
not then been vacated in which case the appointment shall run from
the date when the post becomes vacant.
3. All
members of the Executive Committee shall retire from office together
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 or who would if appointed be disqualified under the
provisions of the following clause.
6. No
person shall be entitled to act as a member of the Executive Committee
whether on the first or on any subsequent entry into office until
after signing in the minute book of the Executive Committee a declaration
of acceptance and willingness to act in the trusts of the Charity.
H. DETERMINATION
OF MEMBERSHIP OF EXECUTIVE COMMITTEE
A member of the Executive Committee shall cease to hold office if
he or she:
i. 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);
ii. becomes
incapable by reason of mental disorder, illness or injury of managing
and administering his or her own affairs;
iii.
is absent without the permission of the Executive Committee from
all their meetings held within a period of six months and the Executive
Committee resolve that his or her office be vacated; or
iv. 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 notice of resignation is to take into effect).
I. EXECUTIVE
COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
i. Subject to the provisions of sub-clause (ii) of this clause
no member of tteh Executive Committee shall acquire any interest
in property belonging to the Charity (otherwise than as a member
of the Executive Committee) in any contract entered into by the
Executive Committee.
ii. Any
member of the Executive 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 or her or his or her firm when instructed by the other members
of the Executive Committee to act in a professional capacity on
behalf of the Charity: Provided that at no time shall a majority
of members of the Executive Committee benefit under this provision
and that a member of the Executive Committee shall withdraw from
any meeting at which his or her own instruction or remuneration,
or that of his or her firm, is under discussion.
J. MEETINGS
AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
i. 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 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 not
less than 21 days notice must be given.
ii. The
chairman shall act as chairman at meetings of the Executive Committee.
If the chairman is absent from any 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.
iii.
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 greater, are present at
a meeting.
iv. Every
matter shall 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.
v. The
Executive Committee shall keep minutes, in books kept for the purpose,
of the proceedings at meetings of the Executive Committee and any
sub-committee.
vi. 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.
vii.
The Executive Committee may appoint one or more sub-committees consisting
of three 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
i. 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 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.
ii. The
funds belonging to the Charity shall be applied only in furthering
the objects
L. PROPERTY
i. Subject to the provisions of sub-clause (ii) of this clause,
the Executive Committee shall cause the title to:
a) all land
held by or in trust for the charity which is not vested in the Official
Custodian for Charities; and
b) all investments
held by or on behalf of the charity;
to be vested
either in a corporation entitled to act as 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, the holding trustees shall not be liable
for the acts and defaults of its members.
ii. If
a corporation entitled to act as custodian trustee has 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:
i. the
keeping of accounting records for the Charity;
ii. the
preparation of annual statements of accounts for the charity;
iii.
the auditing or independent examination of the statements of the
Charity; and
iv. the
transmission of the statements of accounts 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
i. There shall be an annual general meeting of the Charity which
shall be held in the month of October in each year or as soon as
practicable thereafter.
ii. 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 the members of the charity. All the members of the
Charity shall be entitled to attend and vote at the meeting.
iii.
Before any other business is transacted at the first annual general
meeting the persons present shall appoint a chairman of the meeting.
The chairman shall be the chairman of subsequent annual general
meetings, but if he or she is not present, before any other business
is transacted, the persons present shall appoint a chairman of the
meeting.
iv. The
Executive committee shall present to each annual general meeting
the report and accounts of the Charity for the preceding year.
v. Nominations
for the election to the Executive committee must be made by the
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.
Q. SPECIAL
GENERAL MEETINGS
The Executive committee may call a special general meeting of
the Charity at any time. If at least ten 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
i. 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.
ii. 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 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, and any
letter so sent shall be deemed to have been received within 10 days
of posting.
T. ALTERATIONS
TO THE CONSTITUTION
i. 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 general meeting must include notice of the resolution, setting
out the terms of the alteration proposed.
ii. No
amendments may be made to clause A, clause C, clause I, clause U
or this clause without the prior consent in writing by the commissioners.
iii.
No amendment may be made which would have the effect of making the
charity cease to be a charity at law.
iv. 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 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 the power to release
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 charitable institution or
institutions having objects similar to the objects of the Charity
as the members of the Charity may determine or failing that shall
be applied for some other Charitable purpose. A copy of the statement
of accounts, or account and the statement, for the final accounting
period of the Charity must be sent to the Commission.
V. ARRANGEMENTS
UNTIL FIRST ANNUAL GENERAL MEETING
Until the first annual general meeting takes place this constitution
shall take effect as if references in it to the Executive committee
were references to the persons whose signatures appear at the bottom
of this document.
This constitution
was adopted on the date mentioned above by the persons whose signatures
appear at the bottom of this document.
Signed
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