Consitution 

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Consitution

 

A. Name

 

Aylesham Carnival Association or (ACA)

The name of the organisation shall be hereinafter called “the organisation” or “ACA”

 

B. Administration

 

Subject to the matters set out below the organisation and its assets shall be administered and managed in accordance with this constitution by the members of the management committee, constituted by clause G of this constitution (“the Management Committee”).

 

C. Objectives & Aims
The organisation is established to:-

Ø      Provide an annual carnival for Aylesham and to distribute the revenue raised to charities in the Aylesham area set up to provide for the well being of Dover District Residents.

Ø      Organise fair and open competition for the selection of a Aylesham Carnival Court, consisting of a Miss Aylesham, two Aylesham princesses, a Junior Miss Aylesham and two Junior Aylesham Princesses. The court members are to reside in the village of Aylesham, Adisham, Snowdown or Nonington. Should a court member move within her year of office then the committee reserve the right to review the contract of the court member.

Ø      Promote a positive image of Aylesham for both residents and visitors while cultivating co-operation with other carnivals and carnival associations.

Ø      Organise and promote other such events as are deemed appropriate in order to further the carnival and the carnival court.

Ø      Conduct all carnival and carnival court business in a fair, open and democratic manner.

Ø      To organise and host events for the local community and also encourage participation from all residents, businesses and official bodies without differention because of age, sex, politics, religious, gender, other opinions or abilities.

Ø      To make the events enjoyable for all participants.

Ø      To involve all members of the community in events in and out of the village, by making events more accessible to those who find it hard to attend due to transport, or cost.
 

D. Powers

 

In furtherance of the said objectives and aims but not otherwise the management committee may exercise the following powers:-

Ø      To raise funds and to invite and receive contributions provided that in raising funds the management committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law.

Ø      To buy, take on lease or in exchange any property necessary for the achievement of the objectives and to maintain and equip it for use.

Ø      Subject to any consents required by law to sell, lease or dispose of all or any part of the assets of the organisation.

Ø      Subject to any consents required by law to borrow money and to charge all or any part of the assets of the organisation with repayment of the money so borrowed.

Ø      To employ such staff (who shall not be members of the management committee) as are necessary for the proper pursuits of the objectives.

Ø      To co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objectives or of similar charitable purpose, and to exchange information and advice with them.

Ø      To establish or support any charitable trusts, associations or institutions formed for the objectives.

Ø      To do all other lawful things as are necessary for the achievement of the said objectives.

 

E. Membership

 

Ø      Membership of the organisation shall be open to any person interested in furthering the work of the organisation and who have paid any annual subscription laid down from time to time by the management committee and voted for by the membership. Anyone under the age of 18 will be a member of our junior committee.

Ø      Every member shall have one vote.

Ø      The management committee may unanimously and for good reason terminate the membership of any individual provided that the individual concerned shall have the right to be heard by the management committee, accompanied by a friend, before a final decision is made.

 

F. Honorary Officers

 

At the annual general meeting of the organisation the members shall elect from amongst themselves a Chairperson, a Vice-Chairperson, a Secretary, a Treasurer and other such honorary officers as the organisation may from time to time decide who shall hold office from the conclusion of that meeting.


 

G. Management Committee

 

Ø      The management committee shall consist of not less than two members not more than five members being :-

o        The honorary officers specified in the preceding clause.

o        Not less than two and not more than eight members elected at the annual general meeting who shall hold office from the conclusion of that meeting.

Ø      Subject to the provision of sub-clause (4) of this clause, the management committee may in addition appoint not more than four co-opted members. Any such member shall have full voting rights. In the event of an emergency decision being needed, then two of the management committee AND two of the remaining committee members must be in agreement for the emergency decision to be made.

Ø      Subject to the provisions of sub-clause (4) of this clause, if casual vacancies occur among the elected members of the management committee it shall have the power to fill these from among the members of the organisation.

Ø      No-one may be appointed as a co-opted member in accordance with sub-clauses (2) and (3) of this clause if, as a result, more than one third of the members of the management committee would be co-opted members.

Ø      Each appointment of a co-opted member shall be made at a special meeting of the management committee called under clause (J) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.

Ø      All members of the management 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.

Ø      The proceedings of the management 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.

Ø      Nobody shall be appointed as a member of the management committee who is aged under 16 or who would if appointed be disqualified under the provisions of the following clause.

Ø      No person shall be entitled to act as a member of the management committee whether on a first or on any subsequent entry into office until after signing in the minute book of the management committee a declaration of acceptance and of willingness to act in the trusts of the organisation.

Ø      The Chairman has the authority to make payments for items without the approval of the full committee if the value is under £ 100 if the value of the purchase is over this amount then a call is to be made to at least 2 other Management committee members for approval and agreement.

 

H. Determination of Membership of Management Committee

 

A member of the management committee shall cease to hold office if he or she :-

Ø      Is disqualified from acting as a member of the management committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

Ø      Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

Ø      Is absent without the permission of the management committee from 3 consecutive meetings and the management committee resolve that his or her office be vacated or;

Ø      Notifies to the management committee a wish to resign (but only if at least 3 members of the management committee will remain in office when the notice of resignation is to take effect).

 

I. Management Committee Members not to be Personally Interested

 

Ø      Subject to the provisions of sub-clause (2) of this clause no member of the management committee shall acquire any interest in property belonging to the organisation (otherwise than as a trustee for the organisation) or receive remuneration or be interested (otherwise than as a member of the management committee) in any contract entered into by the management committee.

Ø      Any member of the management 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 her firm when instructed by the other members of the management committee to act in a professional capacity on behalf of the organisation; provided that at no time shall a majority of the members of the management committee benefit under this provision and that a member of the management committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her own firm, is under discussion.

 
 

J. Meetings and Proceedings of the Management Committee

 

Ø      The management committee shall hold at least 3 ordinary meetings each year. A special meeting may be called at any time by the chairperson or by 2 members of the management committee not less than 4 working days notice being given to the other members of the management 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.

Ø      The chairperson shall act as chairperson at meetings of the management committee. If the chairperson is absent from any meeting the vice-chairperson shall act as chairperson of the meeting. If both chairperson and vice-chairperson were absent from any meeting, the members of the management committee present shall choose one of their numbers to be chairperson of the meeting before any other business is transacted.

Ø      There shall be a quorum when at least one third of the number of members of the management committee for the time being or five members of the management committee, whichever is the greater, are present at the meeting.

Ø      Every matter shall be determined by a majority of votes of the members of the management 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. 

Ø      The management committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the management committee and any sub-committee.

Ø      The management committee may from time to time make and alter rules for the conduct of their business, the summoning and conducting of their meetings and the custody of documents.  No rule may be made which is inconsistent with this constitution.

Ø      The management committee may appoint one or more sub-committees consisting of 3 or more members of the management committee, and of any other individuals who are members of the organisation, for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the management committee would be more conveniently undertaken or carried out by a sub-committee; provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the management committee.

 

K. Receipts and Expenditure

 

Ø      The funds of the organisation, including all donations, contributions and bequests, shall be paid into an account operated by the management committee in the name of the organisation at such bank as the management committee shall from time to time decide.  All cheques drawn on the account must be signed by at least one of the management committee and the elected treasurer.

Ø      The funds belonging to the organisation shall be applied only in furthering the objectives and aims.

 

L. Property

 

Ø      Subject to the provisions of the sub-clause (2) of this clause, the management committee shall cause the title to :-

o        All land held by or in trust for the organisation which is not vested in the Official Custodian for Charities; and

o        All investments held by or on behalf of the organisation;

Ø      To be vested either in a corporation entitled to act as custodian trustee or in not less than 3 individuals appointed by them as holding trustees. Holding trustees may be removed by the management committee at their pleasure and shall act in accordance with the lawful directions of the management committee.  Providing they act only in accordance with the lawful directions of the management committee, the holding trustees shall not be liable for the acts and defaults of its members.

Ø      If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the organisation, the management committee may permit any investments held by or in trust for the organisation to be held in the name of a clearing bank, trust corporation or any stock-broking company which is a member of the International Stock Exchange (or any subsidiary of any such stock-broking company) as nominee for the management committee, and may pay such a nominee reasonable and proper remuneration for acting as such.

 

M. Accounts


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

 

Ø      The keeping of accounting records for the organisation.

Ø      The preparation of annual statements of account for the organisation.

Ø      The auditing or independent examination of the statements of account of the organisation.

Ø      The transmission of the statements of account of the organisation to the commissioners.

Ø      The financial year of ACA will run from 1st January through to 31st December

 

N. Annual Return

 

The management 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 commissioners.

 
 

O. Annual General Meeting

 

Ø      There shall be an annual general meeting of the organisation, which shall be held in the month of April in each year or as soon as practicable thereafter.

Ø      Every annual general meeting shall be called by the management committee. The secretary shall give at least 21 days notice of the annual general meeting to all the members of the organisation.  All members of the organisation will be entitled to attend and vote at the meeting.

Ø      The management committee will all present to each annual general meeting the report and accounts of the organisation for the preceding year.

Ø      Nominations for election to the management committee must be proposed and seconded by members of the organisation and election will be by either ballot or from the floor on the night.  Any written nominations for election to the management committee must be in the hands of the Secretary of the management committee at least 14 days before the annual general meeting.

 

P. Special General Meetings


The management committee may call a special general meeting of the organisation at any time.  If at least 4 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.

 

Q. Procedure at General Meetings

 

Ø      The Secretary or other person specially appointed by the management committee shall keep a full record of proceedings at every general meeting of the organisation.

Ø      There shall be a quorum when at least one third of the numbers of members of the organisation for the time being are present at any general meeting.

 

R. Notices


Any notice required to be served on any member of the organisation shall be in writing and shall be served by the Secretary or the management 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.

 

S. Alteration to the Constitution

 

Ø      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.

Ø      No amendment may be made to clause A (the name of the organisation), clause C (objectives and aims), clause I (management committee members not to be personally interested), clause U (dissolution) or this clause without the prior consent in writing of the commissioners.

Ø      No amendment may be made which would have the effect of making the organisation cease to be a charity at law.

Ø      The management committee should promptly send the commissioners a copy of any amendment made under this clause.

 

T. Dissolution


If the management committee decides that it is necessary or advisable to dissolve the organisation it shall call a meeting of all the members of the organisation, 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 management committee shall have the power to release any assets held by or on behalf of the organisation.  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 objectives and aims similar to the objectives and aims of the organisation as the members of the organisation 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 organisation must be sent to the commissioners.

 

U. 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 management committee were references to the persons whose signatures appear at the bottom of this document.

 

V. Equal Opportunities


All members shall abide by the terms of an equal opportunities policy which will be agreed upon at the first annual general meeting and a copy of which will be signed by the elected officers at that time and kept in the minutes book with this constitution.

 

X. Health and Safety Policy


All meetings and activities organised by the organisation will comply with the relevant Health and Safety legislation and members selected by the organisation, no less than two, will undertake such training or education as is deemed necessary by the organisation to enable them to maintain a current understanding of such legislation.

This constitution is subject to review and confirmation at AGM

 Y. Child Protection Policy.

 A Child protection policy will be adhered to for any activities involving the committee or court of the ACA.

 

 

 

Agreed at the AGM on the ________________ day of March 2008

 

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Last modified: 21-Jul-2010