CONSTITUTION OF THE_ EAST EUROPE SUPPORT NETWORK (UK)
(A) NAME.
The name of the Organization is East Europe Support Network (UK)
(B) ADMINISTRATION.
Subject to the matters set out below, the Charity and it's property shall be administered and managed
in accordance with this Constitution by the members of the Executive Committee by Clause
(H) of this Constitution. (The Executive Committee)
(C) OBJECTS
(1) To relief of poverty, distress and hardship, the advancement of education and training, the promotion
of social resettlement, in particular, by the provision of advice, support and information, for the benefit
of persons residing within the Great Britain area originating from Eastern Europe.
(D) POWERS
i) In furtherance of the above Objects but not otherwise the Executive Committee may exercise the
following powers;
ii) To raise funds by inviting and receiving contributions provided that in raising such funds
the Executive Committee shall not undertake any substantial permanent trading activities and shall
conform to any relevant requirements of law.
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) Subject to any consents required by law to sell, lease or dispose of all or any part of the property
of the charity.
iv) Subject to any consent required by law to borrow money and to change all or any
part of the property of the Charity with the repayment of the money so borrowed.
v) 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 salaries and pensions for staff and their dependents.
vi) To co-operate with other Charities, Voluntary Bodies and Statutory Authorities operating
in furtherance of the Objects.
vii) To establish or support any charitable trust association or institution formed for all or
any of the Objects.
viii) To appoint and constitute such advisory committees as the Executive Committee
may deem fit.
ix) To do all such other lawful things as are necessary for the achievement of the Objects.
(E) MEMBERSHIP.
1) Membership of the Charity shall be open to:
Individuals (over the age of 18 years) who are interested in furthering the work of the charity
and who have paid any annual subscription laid down from time to time by the Executive Committee, and
2) Any body corporate or incorporate association which is interested in furthering the
Charity's work and has paid any annual subscription (any body being called in this constitution
a "member organization").
3) Every member shall have one vote.
4) Each member organization shall appoint an individual to represent it and to vote on its behalf at
meetings of the charity; and may appoint an alternate to replace its appointed representative if they are
unable to attend.
5) Each member organization shall notify the name of the representative appointed by it and
of any alternate to the Secretary. If the representative or alternate resigns from or otherwise
leaves the member organization, he or she shall forthwith cease to be the representative of
the member organization.
6) The Executive Committee may unanimously and for good reason terminate the membership
of any individual or member organization. Provided that the individual concerned or the appointed
representative of the member organization concerned (as the case may be) shall have the right
to be heard by the Executive Committee, accompanied by a friend, before a 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 five members and not more than
seven members being;
a) the honorary officers specified in the preceding clause;
b) not less than three and not more than five members elected at the AGM who shall hold
office from the conclusion of that meeting.
2) The Executive Committee may in addition appoint not more than three coopted 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 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 Executive Committee shall retire from office together at 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 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 years or who would if appointed be disqualified under the provision of the following clause.
6) No person shall be entitled to act as a member of the Executive Committee whether on a
first or 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 trust of the charity.
(H) DETERMINATION OF MEMBERSHIP OF THE EXECUTIVE COMMITTEE
A member of the Executive Committee shall cease to hold office if she or he:
1) is disqualified from acting as a member of the Executive Committee by virtue of section 45 of the
Charity Act 1992 (or any statutory re-enactment or modification of that provision);
2) becomes incapable by reason of mental disorder, illness or injury of administering his or her own
affairs;
3) 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
4) notifies 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 effect).
(I) EXECUTIVE COMMITTEE MEMBERS NOT TO BE PERSONALLY INTERESTED
1) [Subject to the provisions of sub-clause (2) ol this clause] no member of the Executive 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 of the Executive Committee) in
any contract entered into by the Executive Committee.
2) 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 their firm when instructed by the Executive Committee to act in a professional
capacity on behalf of the charity;
Provided that at no time shall a majority of the 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) MEETING AND PROCEEDING OF THE EXECUTIVE COMMITTEE
1) 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 matter to be
discussed BUT if the matter includes an appointment of a co-opted member then not less than 21 days notice.
2) The Chairman shall act as a 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
members to be . chairman of the meeting before any other business is transacted.
3) There shall be a quorum when at least one third of the members of the Executive Committee
for the time being or three members of the Executive Committee, whichever is the greater, are
present at the Meeting.
4) 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.
5) The Executive Committee shall keep Minutes, in books kept for the purpose of the proceedings at
Meetings of the Executive Committee and any subcommittee.
6) The Executive Committee may from time to time make and alter rules for the conduct of their business,
the summoning and conduct of their meeting and the custody of the documents. No rule may be made which
is inconsistent with this constitution.
7) 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-committee shall be
fully and promptly reported to the Executive Committee.
(K) RECEIPTS and EXPENDITURE.
1) 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 of which the Executive Committee
Chairman must be one.
2) The funds belonging to the charity shall be applied only in furthering the Objects.
(L) PROPERTY.
1) Subject to the provisions of sub-clause (2) 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
direction of the Executive Committee. Provided they act in accordance with the lawful
direction of the Executive Committee the holding
trustees shall not be liable for the act and default 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 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 such stockbroking company) as nominees 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 1992 (ao any
statutory re-enactment or modification of that Act) with regards to:
1) the keeping of accounting records for the Charity;
2) the preparation of annual accounts for the charity;
3) the auditing or independent examination of the statements of account of the charity; and
4) the transmission of the statement of account of the Charity to the Commissioners.
(N) ANNUAL REPORT
The Executive Committee shall comply with their obligations under the Charity Act 1992 (or any statutory
re-enactment or modification of that Act) with regards to the preparation of an annual report and its
transmission to the Commissioners.
(O) ANNUAL RETURN
The Executive Committee shall comply with their obligations under the Charity Act 1992
( or any statutory re-enactment or modification of that Act) with' regards to the preparation
of an annual return and its transmission to the Commissioners.
(P) ANNUAL GENERAL MEETING
1) There shall be an Annual General Meeting of the Charity which shall be held in
the Month of March in each year or as soon as practicable thereafter.
2) Every Annual General Meeting shall be called by the Executive Committee. The Secretary shall
give at least 21 day's 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 chairman of the Meeting. The chairman
shall be the chairman of subsequent Annual General Meetings, but if she or he is not present before
any other business is transacted, the persons present shall appoint a chairman of the Meeting.
4) The Executive 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 Executive Committee must be made by 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 MEETING
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 day's notice must be given. The notice must state the business to be discussed.
(R) PROCEDURE AT GENERAL MEETINGS
1) The Secretary or other person specially appointed by the Executive Committee shall keep
a full record of proceedings at every Annual 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.
(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
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 alteration may be made to clause A (name of Charity) clause C (Objects clause) clause
I (Executive 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 Executive Committee should promptly send to the Commissioners 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
day's 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 power to realize 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 Commissioners.
(V) ARRANGEMENTS UNTIL THE FIRST ANNUAL GENERAL MEETING.
Until the first Annual General Meeting takes place this Constitution shall take effect
as if reference 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.
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