Constitution of the Friends of Pagham Harbour

Friends of Pagham Harbour 

Registered Charity: No 1000136


Constitution for Friends of Pagham Harbour 
Part 1

1.    Adoption of this constitution
The organisation and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.

2.    Name
The organisation’s name is ‘Friends of Pagham Harbour’ and in this document it is called ‘the charity’.

3.    Objects
The objects of the charity shall be:

1.    for the benefit of the public to conserve and assist in the conservation of all forms of wildlife, flora and fauna in the Pagham Harbour Local Nature Reserve and the Medmerry RSPB Reserve;
2.    to advance the education of visitors to the reserves and the wider public in all wildlife, flora and fauna in both nature reserves; and
3.    to be a channel of communication between the local communities adjoining the nature reserves and the RSPB.

4.    Dissolution
1.    If the trustees by a simple majority decide at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve Friends of Pagham Harbour, they shall call a general meeting of all members of the charity who have the power to vote at such a meeting.  Not less than twenty-one (21) days’ notice (stating the terms of the resolution to be proposed) shall be given.  If this resolution is confirmed by a simple majority of those present and voting at this meeting the trustees shall have power to dispose of any assets held by or on behalf of the organisation.  Any assets remaining after the satisfaction of any proper debts and liabilities shall be transferred by the trustees to any charity or charities established for purposes the same or similar to those of  Friends of Pagham Harbour or in such other manner as the Charity Commission approve in writing in advance.

2.    The trustees must notify the Charity Commission promptly that the charity has been dissolved.


5. Amendment of Constitution

1.    The charity may amend any provision contained in Part 1 of this constitution provided that:
(a)    no amendment may be made that would have the effect of making the organisation cease to be a charity at law;
(b)    no amendment may be made to alter the objects if the change would undermine or work against the previous objects of the organisation;
(c)    any resolution to amend a provision in Part 1 of this constitution is passed by not less than two-thirds of the members present and voting at a general meeting.
2.    Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.
 being passed.

Part 2

6.   Membership
1.    The following categories of membership shall be available:

(a)    Single membership is open to any person aged eighteen (18) or over.
(b)    Joint membership is open to any two persons aged eighteen (18) or over sharing a postal address and receiving shared communications e.g. newsletters and notifications of general meetings.
(c)    Family membership is open to families with children under the age of eighteen (18) and/or full-time students sharing a postal address and receiving shared communications e.g. newsletters and notifications of general meetings, and entitles their children to attend meetings.
(d)    Junior membership is open to young people under the age of eighteen (18).
(e)    Corporate membership is open to organisations whose objects are compatible with the aims of Friends of Pagham Harbour.
(f)    Honorary membership granted by the trustees.

2.    The trustees must keep a register of names and addresses of members.
7.    Subscriptions

1.    Annual subscription rates for the following year shall be determined at the annual general meeting.
2.    Annual subscriptions shall be due by the annual general meeting in October of each year.  Subscriptions for new members received on or after 1st August shall cover the period to the annual general meeting in the following year.
3.    An honorary member shall not be liable to pay a subscription.

8.    Termination of membership  
Membership is terminated if:

(a)    The member resigns by written notice to Friends of Pagham Harbour.
(b)    The annual subscription or any sum due from the member to the organisation is not paid in full within three (3) months of falling due.
(c)    The trustees have terminated the membership of a member by a resolution that it is in the best interests of the organisation that his or her membership be terminated.  A resolution of the trustees to remove a member from membership may be passed only if:
i.    the member has been given at least twenty-one days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is proposed;
ii.    the member or, at the option of the member, the member’s representative (who need not be a member of Friends of Pagham Harbour) has been allowed to make representations to the meeting.


9.  General meetings
1.    An annual general meeting shall be held each year and not more than fifteen (15) months may elapse between successive annual general meetings.
2.    An annual general meeting of the organisation is to be held in October or at some time soon thereafter.  The business of the meeting shall include:

(a)    the approval of the minutes of the previous annual general meeting;
(b)    the discussion of matters arising from these minutes;
(c)    a report by the chair of the activities of the trustees during the past year;
(d)    the adoption of the accounts for the previous financial year;
(e)    the appointment of an independent examiner of the accounts;
(f)    the determination of the subscription rates for the following year; 
(g)    the election of the officers and other trustees; and
(h)    such other business as may properly be brought before the meeting at the discretion of the trustees.

3.    All general meetings other than the annual general meeting shall be called special general meetings.
4.    The trustees may call a special general meeting at any time.
5.    The trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater.  The request must state the nature of the business that is to be discussed.  If the trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.  

10.    Notice
1.    The minimum period of notice required to hold any general meeting of the organisation is fourteen (14) clear days from the date on which notice is deemed to have been given.
2.    The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted.  If the meeting is to be an annual general meeting, the notice must say so.
3.    The notice must be given to all the members including the trustees.

11.    Conduct of general meetings
1.    No business shall be transacted at any general meeting unless a quorum is present.  A quorum is twenty (20) members entitled to vote upon the business to be conducted at the meeting.
2.    General meetings shall be chaired by the person who has been elected as Chair.  If there is no such person or he or she is not present within fifteen (15) minutes of the time appointed for the meeting a trustee nominated by the trustees present shall chair the meeting.
3.    If no trustee is present and willing to chair the meeting within fifteen (15) minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting;
4.    Each member or joint member over the age of eighteen (18) shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.

      12. Officers and trustees
1.    The organisation and its property shall be managed and administered by a committee comprising the trustees elected in accordance with this constitution.  
2.    The organisation shall have the following officers:
(a)    a chair,
(b)    a vice-chair,
(c)    a secretary,
(d)    a treasurer. 
3.    A trustee must be a member of the organisation.
4.    The number of trustees shall be not less than four (4) and not more than seven (7).
5.    A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees.

13. Appointment of trustees
1.    The organisation in general meeting shall elect the officers and the other trustees.
2.    The trustees may appoint any member who is willing to act as a trustee.
3.    Each of the trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall be eligible for re-election at that annual general meeting.
4.    The trustees shall collect the names of persons willing to serve as officers and trustees before the annual general meeting provided that no-one may be elected a trustee unless prior to the annual general meeting the organisation is given a notice that:
(a)    is signed by a member entitled to vote at the meeting;
(b)    states the member’s intention to propose the appointment of a person as a trustee;
(c)    is signed by the person who is to be proposed to show his or her willingness to be appointed.
5.    The appointment of a trustee, whether by the organisation in general meeting or by the other trustees, must not cause the number of trustees to exceed the number fixed in accordance with this constitution as the maximum number of trustees.

14. Powers of Trustees
1.    The trustees must manage the business of the organisation and have the following powers in order to further the objects (but not for any other purpose):
a)    to provide voluntary assistance to the RSPB staff running of the nature reserves;
b)    to raise funds for the benefit of the nature reserves.  In doing so, the trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
c)    to buy, take on lease or in exchange, hire or otherwise acquire any property and maintain and equip it for use;
d)    to sell, lease or otherwise dispose of all or any part of the property belonging to the charity.  In exercising this power the trustees. The trustees must comply as appropriate with sections 117-122 of the Charities Act 2011;
e)    to promote and carry out or assist in promoting and carrying out research, surveys and investigations on the nature reserves;
f)    to arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses;
g)    to commission to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other communication media as shall further the objects;
h)    to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
i)    to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
j)    to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the objects;
k)    to obtain and pay for such goods and services as are necessary for carrying out the work of the charity;
l)    to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
m)    to do all such other lawful things as are necessary for the achievement of the objects.
2.    No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees.
3.    Any meeting of trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the trustees.

15.  Disqualification and removal of trustees
A trustee shall cease to hold office if he or she:
1.    is disqualified from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011;
2.    ceases to be a member of Friends of Pagham Harbour;
3.    resigns as a trustee by notice to the organisation (but only if at least two trustees will remain in office when the notice of resignation is to take effect); or
4.    is absent without permission of the trustees from all their meetings held within a period of six consecutive months and the trustees resolve that his or her office be vacated.

16. Proceedings of trustees
1.    The trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.
2.    Any trustee may call a meeting of the trustees.
3.     The secretary must call a meeting of the trustees if requested to do so by a trustee.
4.    A minimum of three (3) meetings of the trustees shall be held between annual general meetings. 
5.    Questions arising at a meeting must be decided by a majority of votes.
6.    In case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
7.    No decision may be made by a meeting of the trustees unless a quorum is present at the time the decision is purported to be made.
8.    The quorum shall be two.
9.    The person elected as the Chair shall chair meetings of the trustees but if he or she is not present, the trustees present may appoint one of their number to chair that meeting.
10.    Except when they are considering matters that are exclusively their responsibility as trustees of Friends of Pagham Harbour, the trustees may invite other members to attend committee meetings and other persons such as a representative of the RSPB. 
11.    The trustees may appoint sub-committees with set terms of reference for supervising or performing any function or duty which the trustees believe would be more conveniently undertaken or carried out by a sub-committee.  Sub-committees shall consist of a minimum of one trustee plus a maximum of two (2) other members of Friends of Pagham Harbour.  All acts and proceedings of such sub-committees shall be fully and promptly reported to the trustees.

17.    Minutes
    The trustees must keep minutes of all:
1.    appointments of officers and trustees made by the trustees;
2.    proceedings at meetings of the organisation;
3.    meetings of the trustees and sub-committees of the trustees including:
(a)    the names of the trustees present at the meeting;
(b)    the decisions made at the meeting; and
(c)    where appropriate the reasons for the decisions.

18.    Finance
1.    The financial year shall run from 1st April to 31st March.
2.    The treasurer shall be responsible for finances and shall present accounts for approval at the annual general meeting.
3.    The authority for arranging the authorising of withdrawals shall be determined by the trustees.  

4.    All money raised by or on behalf of Friends of Pagham Harbour shall be applied to further the objects of the organisation 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 organisation or the repayment of reasonable out-of-pocket expenses.


19.    Miscellaneous       
The charity, Friends of Pagham Harbour, shall not attempt to compete with other organisations or societies with similar objects and aims but shall use its best endeavours to co-operate with them.  Friends of Pagham Harbour shall confine itself to matters specifically related to the Pagham Harbour Local Nature Reserve and the RSPB Medmerry Reserve and adjacent areas although these matters may be without restriction in scope e.g. educational, geological, botanical, ornithological, historical and recreational.

The Membership Secretary 

Friends of Pagham Harbour, Visitor Centre, Selsey Road, Sidlesham, West Sussex, PO20 7NE


Friends of Pagham Harbour

Registered Charity: No 1000136