Constitution adopted January 2004
The Society shall be called the Friends of Valentines Mansion (FOVM), hereinafter referred to as the Friends.
Subject to the matters set out below the Friends and its property shall be administered and managed in accordance with this constitution by the members of the Executive committee, constituted by clause 7 of this constitution (“the Executive committee”).
The aims and objectives of the Friends shall be:
To support and assist in the preservation and improvement of the listed building Valentines Mansion in the London Borough of Redbridge for the benefit of the public, and the promotion of its use by the public through the activities of the group of Friends.
In furtherance of the objects but not otherwise the Executive committee may exercise the following powers:
a.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.
b.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.
c.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.
d.Power to appoint and constitute such advisory committees as the executive Committee may think fit.
e.Power to do all such other lawful things as are necessary for the achievement of the objects.
Membership of the Friends shall be open to any person over the age of 18 years interested in furthering the objects and who has paid the annual subscription laid down from time to time by the Executive committee. Subscriptions become due on the first day of the financial year. Any new member paying the subscription in full after 1st January will remain a member until the 31st March in the following year.
Every member shall have one vote.
Membership of those who have not paid the due fees shall be deemed to have lapsed after six months.
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 a final decision is made.
6. Honorary officers
At the annual general meeting of the Friends the members shall elect from amongst themselves a Chairman, a Secretary, a Membership Secretary and a Treasurer who shall hold office from the conclusion of that meeting. Any officer shall be eligible for re-election at the annual general meeting except that a Chairman who has served as Chairman for three consecutive years may not be re-elected as Chairman until after an interval of one year.
7. Executive committee
The Executive committee shall consist of not fewer than eight members and not more than ten members being:
a.the officers specified in clause 6
b.not less than four and not more than six members elected at the annual general meeting who shall hold office from the conclusion of that meeting.
The Executive committee may in addition appoint not more than three co-opted members but 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.
All the 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.
The proceedings of the Executive committee shall not be invalidated by any vacancy among their number nor by any failure to appoint or any defect in the appointment or qualification of a member.
No person shall be entitled to act a as 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 of willingness to act in the trusts of the Friends.
8. Determination of membership of Executive committee
A member of the Executive committee shall cease to hold office if he or she:
a.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 of modification of that provision)
b.becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs
c.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
d.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 effect).
9. Executive committee members not to be personally interested
No member of the Executive committee shall acquire any interest in property belonging to the Friends (otherwise than as a trustee of the Friends) or receive remuneration for or be interested in any contract entered into by the Executive committee (other wise than as a member of the Executive committee) except repayment of out-of-pocket expenses.
10. Meeting and proceedings of the Executive committee
The Executive committee shall meet as required, but no less than three times per annum. The Chairman may, at his/her discretion, call a special meeting and shall do so upon receiving a written request signed by three members of the Executive committee. Every member of the Executive committee shall receive not less than seven days notice 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.
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 chose one of their number to be chairman of the meeting before any other business is transacted.
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.
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 the greater, are present at a meeting.
Every matter shall be determined by a majority of the members of the Executive 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.
The Executive committee shall have power to set up 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 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.
The financial year of the Friends shall run from the 1st April until 31st March in the following year.
The funds of the Friends, including all donations contributions and bequests shall be paid into an account operated by the Executive committee in the name of the Friends 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 who are authorised signatories to the bank account. Authorised signatories will be the Chairman, Secretary and Treasurer for the time being. The funds belonging to the Friends shall be applied only in furthering the objects.
The Executive committee shall comply with their obligations under the Charities Act 1933 (or any statutory re-enactment of modification of that Act) with regard to:
•the keeping of accounting records for the Friends
•the preparation of annual statements of account for the Friends
•the auditing or independent examination of the statements of account of the Friends
•the transmission of the statements of account of the Charity to the Commission.
13. Annual report
The Executive committee shall comply with their obligations under the Charities Act 1933 (or any statutory re-enactment of modification of that Act) with regard to the preparation of an annual report and its transmission to the Commission.
14. Annual return
The Executive committee shall comply with their obligations under the Charities Act 1933 (or any statutory re-enactment of modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission.
15. Annual general meeting
There shall be an Annual general meeting which shall be held not later than three months after the close of the financial year, at a time and place to be decided by the Executive committee.
Every Annual general meeting shall be called by the Executive committee. At least twenty-one days’ clear notice shall be given in writing, by the Secretary, to all members of the Friends. All the members of the Friends shall be entitled to attend and vote at the meeting.
The Chairman shall be the chairman of the Annual general meeting but if he or she is not present, before any other business is transacted the persons present shall appoint a chairman of the meeting.
The Executive committee shall present to each Annual general meeting the report and accounts of the Friends for the preceding year.
The business shall include election of all Officers and other members of the Executive committee, to receive an annual report of the activities of the Friends, and the audited accounts.
Nominations for election to the Executive committee must be made by members of the Friends 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.
An auditor, who need not be a member of the Friends, shall be elected at the Annual general meeting.
16. Special general meeting
A Special general meeting shall be called at any time if requested by either the Executive committee, or by twenty or more members of the Friends who have duly signed, and transmitted to the Secretary, a request to this effect. The Secretary shall advise all Friends of such a meeting, setting out the subject(s) proposed for consideration, and giving not less than twenty-one days clear notice. The meeting shall have no power to act on any topic other than other those originally stated.
17. Alterations to the constitution
a.Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of he members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting the terms of the alteration proposed.
b.No amendment may be made to clause 1, clause 3, clause 9, clause 18 or this clause without the prior consent in writing of the Commissioners.
c.No amendment may be made which would have the effect of making the Friends cease to be a charity at law.
d.The executive Committee should promptly send to the Commission a copy of any amendment made under this clause.
If the Executive committee decides that it is necessary or advisable to dissolve the Friends it shall call a meeting of all members of the Friends, 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 power to realise any assets held by or on behalf of the Friends. 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 Friends as the members of the Friends 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 Friends must be sent to the Commission.
Note: the Constitution was drawn up by Richard Small for the Friends of Valentines Mansion