Articles

Constitution

 

  1. Name

 

LGBTQ Youth Cornwall

 

Constitution

 

  1. 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 Trustee Committee, constituted by clause G of this constitution ("the Trustee Committee").

 

  1. Objects

 

The Charity's objects ("the objects") are to provide education, recreational activities and support for young lesbian, gay, bisexual and transgender people who work, reside or study in Cornwall in such ways as are charitable by law and to promote the social equality and human rights of young lesbian, gay, bisexual and transgender people.

 

  1. Powers

 

In furtherance of the objects but not otherwise the Trustee Committee may exercise the following powers:

 

(i) Power to raise funds and to invite and receive contributions provided that in raising funds the Trustee 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 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;

 

(v) Power to employ such staff (who shall not be members of the Trustee 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 a youth advisory group to ensure the association is youth-led.

 

(ix) Power to appoint an advisory board of external organisations with a focus on LGBT youth issues.

 

(x) Power to do all such other lawful things as are necessary for the achievement of the objects.

 

  1. Membership

 

  1. Membership of the Charity shall be open to any person over the age of 18 years interested in furthering the objects and who has submitted a signed and approved membership application form and paid the annual subscription laid down from time to time by the Trustee Committee.

 

  1. Full membership of LGBTQ Youth Cornwall shall be open to any person who has attained the age of 18 years
  2. Youth membership of YAY Cornwall shall be open to any person up to 18 years of age and will transfer to full membership of LGBTQ Youth Cornwall at that time.

 

  1. Every full member shall have one vote.

 

  1. The Trustee 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 Trustee Committee, accompanied by a friend, before a final decision is made.

 

  1. Membership shall be valid for a maximum three years from the date applied for.

 

  1. Honorary Officers

 

At the annual general meeting of the Charity the members shall elect from amongst themselves a chairperson, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

 

  1. Trustee Committee

 

(1) The Trustee Committee shall consist of not less than 3 members nor more than 9 members being:

 

(a) the honorary officers specified in the preceding clause;

 

(b) not less than 0 and not more than 6 members elected at the annual general meeting who shall hold office from the conclusion of that meeting;

 

(2) The Trustee Committee may in addition appoint not more than 2 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 Trustee Committee would be co-opted members. Each appointment of a co-opted shall be made at a special meeting of the Trustee Committee called under 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 the members of the Trustee 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 Trustee 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 Trustee 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 Trustee Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Trustee Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.

 

(7) No person will be eligible to hold the position of ‘officer’: chairperson, secretary or treasurer who has not been a trustee or member of the advisory group for 12 months previously.

 

  1. Determination of Membership of Trustee Committee.

 

(1) is disqualified from acting as a member of the Trustee Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

 

(2) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

 

(3) is absent without the permission of the Trustee Committee from all their meetings held within a period of six months and the Trustee Committee resolve that his or her office be vacated; or

 

(4) notifies to the Trustee Committee a wish to resign (but only if at least three members of the Trustee Committee will remain in office when the notice of resignation is to take effect).

 

  1. Trustee Committee Members not to be personally interested.

 

(1) no member of the Trustee 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 I of the Trustee Committee) in any contract entered into by Trustee Committee. Excepting if a trustee should have specialist expertise and the trustees could demonstrate a proven financial benefit to the organisation.

 

  1. Meetings and proceedings of the Trustee Committee.

 

(1) The Trustee Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairperson or by any two members of the Trustee Committee upon not less than 4 days' notice being given to the other members of the Trustee 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.

 

(2) The chairperson shall act as chairperson at meetings of the Trustee Committee. If the chairperson is absent from any meeting, the members of the Trustee Committee present shall choose one of their number to be chairperson of the meeting before any other business is transacted.

 

(3) There shall be a quorum when at two thirds of the number of members of the Trustee Committee for the time being or two members of the Trustee Committee, are present at a meeting.

 

(4) Every matter shall be determined by a majority of votes of the members of the Trustee Committee present and voting on the question but in the case of equality of votes the chairperson of the meeting shall have a second or casting vote.

 

(5) The Trustee Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Trustee Committee and any sub-committee.

 

(6) The Trustee 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 Trustee Committee may appoint one or more sub-committees consisting of three or more persons from the advisory boards, and must include at least one member of the Trustee Committee, for the purpose of making, supervising or performing any function or duty which in the opinion of the Trustee 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 Trustee Committee.

 

  1. Receipts and expenditure

 

(1) The funds of the Charity, including all donations contributions and bequests, shall be paid into an account operated by the Trustee Committee in the name of the Charity at such bank as the Trustee Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Trustee Committee.

 

(2) The funds belonging to the Charity shall be applied only in furthering the objects.

 

  1. Property

 

(1) Subject to the provisions of sub-clause (2) of this clause, the Trustee 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 Trustee Committee at their pleasure and shall act in accordance with the lawful directions of the Trustee Committee. Provided they act only in accordance with the lawful directions of the Trustee Committee, the holding trustees shall not be liable for the acts and defaults of its members.

 

(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Trustee 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 Trustee Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

 

  1. Accounts

 

The Trustee Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

 

(1) the keeping of accounting records for the Charity;

 

(2) the preparation of annual statements of account for the charity;

 

(3) the auditing or independent examination of the statements of account of the Charity; and

 

(4) the transmission of the statements of account of the Charity to the Commission.

 

  1. Annual Report

 

The Trustee 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.

 

  1. Annual Return

 

The Trustee 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.

 

  1. Annual General Meeting

 

(1) There shall be an annual general meeting of the Charity which shall be held in the month of November in each year or as soon as practicable be held thereafter.

 

(2) Every annual general meeting shall be called by the Trustee 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.

 

(3) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairperson of the meeting. The chairperson shall be the chairperson 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 chairperson of the meeting.

 

(4) The Trustee 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 Trustee Committee must be made by members of the Charity in writing and must be in the hands of the secretary of the Trustee Committee at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

 

  1. Special General Meetings

 

The Trustee 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.

 

  1. Procedure at General Meetings

 

(1) The secretary or other person specially appointed by the Trustee 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.

 

  1. 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 Trustee 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.

 

  1. 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 C (the objects clause), clause I (Trustee 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 Trustee Committee should promptly send to the Commission a copy of any amendment made under this clause.

 

  1. Dissolution

 

If the Trustee 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 Trustee 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 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 statement, for the final accounting period of the Charity must be sent to the Commission.

 

This constitution was adopted on the 8th November 2008 by the Trustees at that time


 

 

 

  1. Version Control

 

 

Version

Date

 

Paragraph

1

8 November 2008

First Constitution Adopted at the formation of the group

 

2

10 November 2009

Point of order at first AGM that the month of the AGM is changed from January to November

P (1)

3

11 November 2010

Amendment made at AGM to ratify point of order that the month of the AGM is changed from January to November

P (1)

3

11 November 2010

Addition / clarification relating to ‘officer’ to be an ‘officer’ of the group person must have been a ‘Trustee’ or member as a young person for 12 months previously

G (7)

3

11 November 2010

Addition / clarification ‘Executive Committee’ should read ‘Trustee’

G

4

 

10 November 2011

Definition of full and youth membership, membership forms and duration of membership

E

4

 

10 November 2011

Amendment relating to ‘officer’ to be an ‘officer’ of the group person must have been a trustee or member of the advisory group for 12 months previously.

G(7)

 

5

8 November 2012

E. Membership (2) Full and (4) Maximum of and I. Trustees to include Excepting if a trustee should have specialist expertise and the trustees could demonstrate a proven financial benefit to the organisation

E(2)(4)

I

 

Current Version 5

 

Adopted at the AGM on 8th November 2012

 

Signed by the trustees:

 

Toby Best

Simon Hill

Steve Cannon

Gail Bishop

Steph Towan

Sarah Towan

Mike Hone