CONSTITUTION OF PONT VALLEY NETWORK
Adopted on the ……………….day of………………2007
NAME
The name of the association shall be ‘The Pont Valley Network’ (hereinafter referred to as the PVN)
ADMINISTRATION
Subject to the matters set out below the PVN and its property shall be administered and managed in accordance with this constitution by the members of the Executive, constituted by Clause G of this constitution.
AIMS
The aims of the Pont Valley Network are:
a. To bring together individuals and organisations who are interested in preserving the beauty and Heritage of this beautiful area for future generations.
b. To raise awareness of the exceptional Heritage and diversity of Flora and Fauna contained within the Pont Valley, with a view to promoting the area for educational purposes, and for tourism.
c. To determine a role for the Pont Valley in creating long term sustainable, economic, social, and environmental benefits for the Valley, the area surrounding it, and the residents of that area.
d. To ensure that any development in the Pont Valley is sensitive to the environment, the wildlife, the natural and physical history of the locality, to the benefit of residents and visitors.
e. To actively oppose any development in the Pont Valley that would hinder any of the preceding aims.
f. To actively comment on/support or otherwise any development which supports the preceding aims.
For the purposes of this Constitution, the terms ‘area’ and ‘locality’ mean the lands and Communities in, around and adjacent to the Pont Valley and the southern side of the river Derwent in the County of Durham and the Metropolitan area of Gateshead.
POWERS
In order to meet the aims of the PVN, the executive committee may exercise the following powers:
a. The power to raise funds and to invite and receive contributions provided that in raising funds the Executive shall not undertake any substantial permanent trading activities and shall confirm to all relevant requirements of law.
b. The power to buy, take on lease or in exchange, any property necessary for the achievement of the aims.
c. The power, subject to any consents by law, to sell, lease or dispose of all or any part of the property of the PVN
d. The power, subject to any consents by law, to borrow money, and to charge the PVN with repayment of the money borrowed.
e. The power to employ staff (who shall not be members of the Executive) as are necessary for the proper pursuit of the objects and to make all necessary and reasonable provision for the payment of pensions and superannuation for staff and their dependents
f. The 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.
g. The power to write, print, or publish in whatever form, such papers, books, periodicals, pamphlets, or other documents, including films and recorded materials, as shall further its aims and to issue or circulate the same whether for payment or other wise.
h. The power to acquire and distribute funds, and to assist in the provision of grants to community organisations in the area that
benefit.
i. The power to establish or support any charitable trusts, associations or institutions formed for all or any of the aims.
j. The power to appoint and constitute such advisory Committees as the Executive may think fit.
k. The powers to do all such lawful things as are necessary for the achievement of the aims.
MEMBERSHIP
a. Membership of the PVN shall be open to
i. Any individuals over the age of eighteen who are interested in furthering the aims of the PVN, and who have paid any annual subscription laid down from time to time by the Executive .
ii. Any corporate body, or unincorporated association which is interested in furthering the work of the PVN and who has
paid any annual subscription laid down from time to time by the Executive
b. Every member shall have one vote. Membership must be confirmed by majority vote at a General Meeting of the Pont Valley
Network.
c. Individuals under the age of 18, living within the area of benefit may be admitted as a Junior Membership subject to conditions laid down by the Executive. Junior Members shall be allowed to attend General Meetings as observers only. There will be no right to vote for Junior Members.
d. Each member organisation shall appoint an individual to represent it and vote on its behalf at General Meetings of the PVN: and may appoint an alternate to replace its appointed representative if the appointed representative is unable to attend.
e. Each member organisation as described in E.a(.ii ) above shall notify the name of the representative appointed by it and of any alternate to the Secretary. If the representative or alternate resigns or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation
f. The Executive may unanimously and for good reason terminate the membership of any individual member or member organisation: provided that the individual or appointed representative of the member organisation concerned shall have the right to be heard at a meeting of the Executive, accompanied by a friend, before a final decision is made.
HONORARY OFFICERS
At the annual general meeting of the Pont Valley Network, members shall elect amongst themselves a Chair, a Vice-Chair, a Secretary, and a Treasurer, who shall hold office from the conclusion of the meeting.
THE EXECUTIVE AND THE MANAGEMENT COMMITTEE
a. The Executive shall consist of not less than 3 and no more than 12 members being:
i. The Honorary Officers specified in the preceding clause
ii. Not less than 2 and no more than 8 members elected at the annual general meeting who shall hold office from the conclusion of that
meeting
a. The Executive may in addition appoint not more than 3 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 Executive, with power to vote, would be co-opted members. Co-opted members shall serve until the conclusion of the next annual general meeting.
b. All members of the Executive 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.
c. The proceedings of the Executive shall not be invalidated by any vacancy among its numbers, or by any failure to appoint or any defect in the appointment or qualification of a member.
d. Nobody shall be appointed a member of the Executive who is aged under 18.
DETERMINATION OF MEMBERSHIP OF THE EXECUTIVE
A member of the Executive shall cease to hold office if she or he:
a. is disqualified from acting as a member of the Executive Committee by virtue of Section 45 of the Charities Act 1992 ( or any statutory re-enactment or modification of that provision)
b. becomes incapable by reason of mental disorder, illness or injury, of managing and administering his or her own affairs.
c. is absent without the permission of the Executive Committee from all its meetings held within a period of 6 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 3 members of the Executive Committee will remain in office when the notice of resignation is to take effect)
EXECUTIVE MEMBERS NOT TO BE PERSONALLY INTERESTED
No member of the Executive shall acquire any interest in property belonging to the PVN ( otherwise than as a trustee of the PVN), or receive remuneration or be interested ( otherwise than as a member of the Executive) in any contract entered into by the Executive.
MEETINGS AND PROCEEDINGS OF THE MANAGEMENT COMMITTEE
1. The Executive shall hold at least 8 ordinary General Meetings each year. A special meeting may be called at any time by the Honorary Secretary, or by two members of the Executive, upon not less than four days notice being given to other members of the Executive of the matters to be discussed. If the matters include an appointment of a co-opted member then not less than 21 days notice must be given.
2. The Chair shall act as chair of the General Meeting. If the Chair is absent from any meeting, the vice-Chair shall act as chair of the General Meeting. If both the Chair and vice-Chair are absent from any Meeting, the members of the Executive present shall choose one from their number to be chair of the meeting before any other business is transacted
3. There shall be a quorum when at least one third of the number of members of the Executive, or 3 members of the Executive, whichever is the greater, are present at a meeting.
4. Every matter shall be determined by a majority of votes of the members of the Executive present at a General Meeting and voting on the question, but in the case of an equality of votes, the chair of the meeting shall have the casting vote.
5. The Executive shall keep minutes of the proceedings at meetings of the Executive, General Meetings and any committee or
sub-committee.
6. The Executive may at any time make and alter rules for the conduct of its business, the summoning and conduct of its meetings, and the custody of its documents. No rule shall be made which is inconsistent with this constitution.
7. The Executive may appoint one or more committees or sub-committees consisting of 3 or more members of the Executive for the purpose of making an enquiry or supervising or performing any function or duty which would be more conveniently carried out by a committee or sub-committee, provided that all acts and proceedings shall be reported fully and promptly to the Executive and subsequently formally ratified by the next General Meeting.
EMPLOYEES
1. The PVN shall have the power to appoint and dismiss such employees of the PVN as it may from time to time determine.
2. No employee of the PVN shall be a member of the Executive.
3. The PVN may determine which ( if any) persons employed or seconded to shall be invited to attend General Meetings of the PVN, in a non-voting capacity.
4. The Executive or any committees or sub-committees shall have the power to ask members of its staff to withdraw during discussion on their conditions of service or remuneration.
COMMITTEES AND SUB-COMMITTEES
Committees or Sub-committees may be established by the Executive for the organisation of a particular activity or service. In each case:
1. The Executive shall determine the terms of reference of the committee or sub-committee and may also determine its composition and the duration of its activities
2. The committee or sub-committee shall have the power to co-opt additional members up to one third of the number of elected or appointed. At least 2 thirds of the members of each committee or sub-committee shall themselves be members of the PVN
3. The Chair of each committee or sub-committee shall be appointed by the Executive
4. All acts and proceedings of the committee or sub-committee shall be reported back to the Executive as soon as possible and reported in accordance with J.7 above.
RECIEPTS AND EXPENDITURE
1. The funds of the PVN, including all donations, contributions and bequests shall be paid into an account operated by the Executive in the name of the Pont Valley Network at a bank decided by the Executive.
2. The Executive shall authorise in writing the Treasurer, the Secretary and 2 other persons to sign cheques on behalf of the PVN. People authorised to sign cheques shall not be from the same household. All cheques drawn from the account shall be signed by a minimum of 2 of the authorised signatories.
3. All money raised on behalf of the PVN shall be applied to furthering its Aims and for no other purpose, provided that nothing herein contained shall prevent the payment n good faith of reasonable an proper remuneration to any employee of the PVN, nor the repayment of reasonable and proper out-of-pocket expenses incurred on behalf of the PVN by employees and volunteers.
PROPERTY
1. Subject to the provisions of sub-clause 2 of this clause, the Executive shall cause title to:
a. All land held by or in trust for the PVN which is not vested in the Official Custodian for Charities, and
b. All investments held by or on behalf of the PVN
To be invested in a corporation entitled to act as a custodian trustee or in not less than 3 individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive at its pleasure and shall act in accordance with the lawful directions of the Executive. Provided that they act only in accordance with these lawful directions, the holding trustees shall not be liable for the acts and defaults
of its members.
2. If a corporation entitled to act as a custodian trustee has not been appointed to hold the property of the PVN, the Executive may permit any investments held by the, or in trust for, the PVN, 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 Executive, and may pay such a nominee a reasonable and proper remuneration for acting as such.
ACCOUNTS
The Executive shall comply with its obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:
1. the keeping of accounting records for the Pont Valley Network;
2. the preparation of annual statement of account for the Pont Valley Network;
3. the auditing or independent examination of the statements of account of the Pont Valley Network ; and
4. the transmission of the statements of account for the Pont Valley Network to the Commissioners (where the Pont Valley Network is a registered Charity)
ANNUAL REPORT
The Executive shall comply with its obligations under the Charities act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its submission to the Commissioners as required.
ANNUAL RETURNS
The Executive shall comply with its obligations under the Charities Act 1992 (or any statutory re-enactment or modification of
the Act) with regard to the preparation of an annual return and its transmission to the Commissioners as required.
ANNUAL GENERAL MEETING
1. There shall be an annual General Meeting of the Pont Valley Network which shall be held in the month of March each year or as soon as practicable thereafter.
2. Every annual General Meeting shall be called by the Executive. The Secretary shall give at least 21 days notice of the annual general meeting to all members of the Pont Valley Network. All members of the Pont Valley Network, with the power to vote, 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 chair of the meeting. The Chair shall be the chair 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 chair of the meeting.
4. The Executive shall present to each annual general meeting the report and accounts of the Pont Valley Network for the preceding
year.
5. Nominations for election to the Executive must be made by members of the Pont Valley Network in writing and must be in the hands of the Honorary Secretary of the Executive at least fourteen days before the annual General Meeting. Should nominations exceed vacancies, election shall be by ballot. Only if no written nominations are received for any position outlined under Clause G (a) (i) or (ii) will nominations be taken from the floor.
SPECIAL GENERAL MEETINGS
The Executive may call a special general meeting of the Pont Valley Network at any time, if at least ten members request such a meeting in writing stating the business to be considered the Honorary Secretary shall call such a meeting. At least twenty-one day’s notice must be given. The notice must state the business to be discussed.
INDEMNITY
In the execution of trusts hereof no member of the Executive shall be liable:
1. For any loss to the property of the Pont Valley Network by reason of any improper investment made in good faith (so long as he/she shall have sought professional advice before making such investment); or
2. For the negligence or fraud of any agent employed by him/her or by any other members of the Executive in good faith (provided reasonable supervision shall have been exercised);
And no member of the Executive shall be liable by reason of any mistake or omission in good faith by any member of the Executive
other than wilful and individual fraud, wrongdoing or wrongful omission on the part of a member who sought to be made liable.
NOTICES
Any notice required to be served on any member of the Pont Valley Network shall be in writing and shall be served 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 or so sent shall be deemed to have been received within ten days of posting.
ALTERATIONS TO 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 the charity), clause C (The objects clause), clause I (Executive not to be personally interested), clause W (the dissolution clause), or this clause without the prior consent in writing of the Commissioners (if at this point the Pont Valley Network is a registered charity).
3. No amendments may be made which would have the effect of making the Pont Valley Network cease to be a charity at law.
4. The Executive should promptly send to the Commissioners a copy of any amendment made under this clause (if at this point the Pont Valley Network is a registered charity).
DISSOLUTION
If the Executive decides that it is necessary or advisable to dissolve the Pont Valley Network it shall call a Special Meeting of
all members of the Pont Valley Network, of which not less than twenty-one 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 members of the Pont Valley Network present and voting the Executive shall have power to realise any assets held by or on behalf of the Pont Valley Network. 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 Pont Valley Network as the members of the Pont Valley Network may determine or failing that shall be applied for some other charitable purpose. A copy of the statements of accounts, or account and statement, for the final accounting period of the Pont Valley Network must be sent to the Commissioner (if at this point the Pont Valley Network is a registered charity).
This constitution was appointed at a General Meeting of Pont Valley Network held on the ………. day of ……………… 20... in accordance with Clause 13 of the original constitution adopted at a General Meeting held ……………………………….............................................
Signed:
………………………………...................................……………………………………………………..
Chair of Meeting Secretary of Meeting
NAME
The name of the association shall be ‘The Pont Valley Network’ (hereinafter referred to as the PVN)
ADMINISTRATION
Subject to the matters set out below the PVN and its property shall be administered and managed in accordance with this constitution by the members of the Executive, constituted by Clause G of this constitution.
AIMS
The aims of the Pont Valley Network are:
a. To bring together individuals and organisations who are interested in preserving the beauty and Heritage of this beautiful area for future generations.
b. To raise awareness of the exceptional Heritage and diversity of Flora and Fauna contained within the Pont Valley, with a view to promoting the area for educational purposes, and for tourism.
c. To determine a role for the Pont Valley in creating long term sustainable, economic, social, and environmental benefits for the Valley, the area surrounding it, and the residents of that area.
d. To ensure that any development in the Pont Valley is sensitive to the environment, the wildlife, the natural and physical history of the locality, to the benefit of residents and visitors.
e. To actively oppose any development in the Pont Valley that would hinder any of the preceding aims.
f. To actively comment on/support or otherwise any development which supports the preceding aims.
For the purposes of this Constitution, the terms ‘area’ and ‘locality’ mean the lands and Communities in, around and adjacent to the Pont Valley and the southern side of the river Derwent in the County of Durham and the Metropolitan area of Gateshead.
POWERS
In order to meet the aims of the PVN, the executive committee may exercise the following powers:
a. The power to raise funds and to invite and receive contributions provided that in raising funds the Executive shall not undertake any substantial permanent trading activities and shall confirm to all relevant requirements of law.
b. The power to buy, take on lease or in exchange, any property necessary for the achievement of the aims.
c. The power, subject to any consents by law, to sell, lease or dispose of all or any part of the property of the PVN
d. The power, subject to any consents by law, to borrow money, and to charge the PVN with repayment of the money borrowed.
e. The power to employ staff (who shall not be members of the Executive) as are necessary for the proper pursuit of the objects and to make all necessary and reasonable provision for the payment of pensions and superannuation for staff and their dependents
f. The 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.
g. The power to write, print, or publish in whatever form, such papers, books, periodicals, pamphlets, or other documents, including films and recorded materials, as shall further its aims and to issue or circulate the same whether for payment or other wise.
h. The power to acquire and distribute funds, and to assist in the provision of grants to community organisations in the area that
benefit.
i. The power to establish or support any charitable trusts, associations or institutions formed for all or any of the aims.
j. The power to appoint and constitute such advisory Committees as the Executive may think fit.
k. The powers to do all such lawful things as are necessary for the achievement of the aims.
MEMBERSHIP
a. Membership of the PVN shall be open to
i. Any individuals over the age of eighteen who are interested in furthering the aims of the PVN, and who have paid any annual subscription laid down from time to time by the Executive .
ii. Any corporate body, or unincorporated association which is interested in furthering the work of the PVN and who has
paid any annual subscription laid down from time to time by the Executive
b. Every member shall have one vote. Membership must be confirmed by majority vote at a General Meeting of the Pont Valley
Network.
c. Individuals under the age of 18, living within the area of benefit may be admitted as a Junior Membership subject to conditions laid down by the Executive. Junior Members shall be allowed to attend General Meetings as observers only. There will be no right to vote for Junior Members.
d. Each member organisation shall appoint an individual to represent it and vote on its behalf at General Meetings of the PVN: and may appoint an alternate to replace its appointed representative if the appointed representative is unable to attend.
e. Each member organisation as described in E.a(.ii ) above shall notify the name of the representative appointed by it and of any alternate to the Secretary. If the representative or alternate resigns or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation
f. The Executive may unanimously and for good reason terminate the membership of any individual member or member organisation: provided that the individual or appointed representative of the member organisation concerned shall have the right to be heard at a meeting of the Executive, accompanied by a friend, before a final decision is made.
HONORARY OFFICERS
At the annual general meeting of the Pont Valley Network, members shall elect amongst themselves a Chair, a Vice-Chair, a Secretary, and a Treasurer, who shall hold office from the conclusion of the meeting.
THE EXECUTIVE AND THE MANAGEMENT COMMITTEE
a. The Executive shall consist of not less than 3 and no more than 12 members being:
i. The Honorary Officers specified in the preceding clause
ii. Not less than 2 and no more than 8 members elected at the annual general meeting who shall hold office from the conclusion of that
meeting
a. The Executive may in addition appoint not more than 3 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 Executive, with power to vote, would be co-opted members. Co-opted members shall serve until the conclusion of the next annual general meeting.
b. All members of the Executive 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.
c. The proceedings of the Executive shall not be invalidated by any vacancy among its numbers, or by any failure to appoint or any defect in the appointment or qualification of a member.
d. Nobody shall be appointed a member of the Executive who is aged under 18.
DETERMINATION OF MEMBERSHIP OF THE EXECUTIVE
A member of the Executive shall cease to hold office if she or he:
a. is disqualified from acting as a member of the Executive Committee by virtue of Section 45 of the Charities Act 1992 ( or any statutory re-enactment or modification of that provision)
b. becomes incapable by reason of mental disorder, illness or injury, of managing and administering his or her own affairs.
c. is absent without the permission of the Executive Committee from all its meetings held within a period of 6 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 3 members of the Executive Committee will remain in office when the notice of resignation is to take effect)
EXECUTIVE MEMBERS NOT TO BE PERSONALLY INTERESTED
No member of the Executive shall acquire any interest in property belonging to the PVN ( otherwise than as a trustee of the PVN), or receive remuneration or be interested ( otherwise than as a member of the Executive) in any contract entered into by the Executive.
MEETINGS AND PROCEEDINGS OF THE MANAGEMENT COMMITTEE
1. The Executive shall hold at least 8 ordinary General Meetings each year. A special meeting may be called at any time by the Honorary Secretary, or by two members of the Executive, upon not less than four days notice being given to other members of the Executive of the matters to be discussed. If the matters include an appointment of a co-opted member then not less than 21 days notice must be given.
2. The Chair shall act as chair of the General Meeting. If the Chair is absent from any meeting, the vice-Chair shall act as chair of the General Meeting. If both the Chair and vice-Chair are absent from any Meeting, the members of the Executive present shall choose one from their number to be chair of the meeting before any other business is transacted
3. There shall be a quorum when at least one third of the number of members of the Executive, or 3 members of the Executive, whichever is the greater, are present at a meeting.
4. Every matter shall be determined by a majority of votes of the members of the Executive present at a General Meeting and voting on the question, but in the case of an equality of votes, the chair of the meeting shall have the casting vote.
5. The Executive shall keep minutes of the proceedings at meetings of the Executive, General Meetings and any committee or
sub-committee.
6. The Executive may at any time make and alter rules for the conduct of its business, the summoning and conduct of its meetings, and the custody of its documents. No rule shall be made which is inconsistent with this constitution.
7. The Executive may appoint one or more committees or sub-committees consisting of 3 or more members of the Executive for the purpose of making an enquiry or supervising or performing any function or duty which would be more conveniently carried out by a committee or sub-committee, provided that all acts and proceedings shall be reported fully and promptly to the Executive and subsequently formally ratified by the next General Meeting.
EMPLOYEES
1. The PVN shall have the power to appoint and dismiss such employees of the PVN as it may from time to time determine.
2. No employee of the PVN shall be a member of the Executive.
3. The PVN may determine which ( if any) persons employed or seconded to shall be invited to attend General Meetings of the PVN, in a non-voting capacity.
4. The Executive or any committees or sub-committees shall have the power to ask members of its staff to withdraw during discussion on their conditions of service or remuneration.
COMMITTEES AND SUB-COMMITTEES
Committees or Sub-committees may be established by the Executive for the organisation of a particular activity or service. In each case:
1. The Executive shall determine the terms of reference of the committee or sub-committee and may also determine its composition and the duration of its activities
2. The committee or sub-committee shall have the power to co-opt additional members up to one third of the number of elected or appointed. At least 2 thirds of the members of each committee or sub-committee shall themselves be members of the PVN
3. The Chair of each committee or sub-committee shall be appointed by the Executive
4. All acts and proceedings of the committee or sub-committee shall be reported back to the Executive as soon as possible and reported in accordance with J.7 above.
RECIEPTS AND EXPENDITURE
1. The funds of the PVN, including all donations, contributions and bequests shall be paid into an account operated by the Executive in the name of the Pont Valley Network at a bank decided by the Executive.
2. The Executive shall authorise in writing the Treasurer, the Secretary and 2 other persons to sign cheques on behalf of the PVN. People authorised to sign cheques shall not be from the same household. All cheques drawn from the account shall be signed by a minimum of 2 of the authorised signatories.
3. All money raised on behalf of the PVN shall be applied to furthering its Aims and for no other purpose, provided that nothing herein contained shall prevent the payment n good faith of reasonable an proper remuneration to any employee of the PVN, nor the repayment of reasonable and proper out-of-pocket expenses incurred on behalf of the PVN by employees and volunteers.
PROPERTY
1. Subject to the provisions of sub-clause 2 of this clause, the Executive shall cause title to:
a. All land held by or in trust for the PVN which is not vested in the Official Custodian for Charities, and
b. All investments held by or on behalf of the PVN
To be invested in a corporation entitled to act as a custodian trustee or in not less than 3 individuals appointed by them as holding trustees. Holding trustees may be removed by the Executive at its pleasure and shall act in accordance with the lawful directions of the Executive. Provided that they act only in accordance with these lawful directions, the holding trustees shall not be liable for the acts and defaults
of its members.
2. If a corporation entitled to act as a custodian trustee has not been appointed to hold the property of the PVN, the Executive may permit any investments held by the, or in trust for, the PVN, 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 Executive, and may pay such a nominee a reasonable and proper remuneration for acting as such.
ACCOUNTS
The Executive shall comply with its obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:
1. the keeping of accounting records for the Pont Valley Network;
2. the preparation of annual statement of account for the Pont Valley Network;
3. the auditing or independent examination of the statements of account of the Pont Valley Network ; and
4. the transmission of the statements of account for the Pont Valley Network to the Commissioners (where the Pont Valley Network is a registered Charity)
ANNUAL REPORT
The Executive shall comply with its obligations under the Charities act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its submission to the Commissioners as required.
ANNUAL RETURNS
The Executive shall comply with its obligations under the Charities Act 1992 (or any statutory re-enactment or modification of
the Act) with regard to the preparation of an annual return and its transmission to the Commissioners as required.
ANNUAL GENERAL MEETING
1. There shall be an annual General Meeting of the Pont Valley Network which shall be held in the month of March each year or as soon as practicable thereafter.
2. Every annual General Meeting shall be called by the Executive. The Secretary shall give at least 21 days notice of the annual general meeting to all members of the Pont Valley Network. All members of the Pont Valley Network, with the power to vote, 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 chair of the meeting. The Chair shall be the chair 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 chair of the meeting.
4. The Executive shall present to each annual general meeting the report and accounts of the Pont Valley Network for the preceding
year.
5. Nominations for election to the Executive must be made by members of the Pont Valley Network in writing and must be in the hands of the Honorary Secretary of the Executive at least fourteen days before the annual General Meeting. Should nominations exceed vacancies, election shall be by ballot. Only if no written nominations are received for any position outlined under Clause G (a) (i) or (ii) will nominations be taken from the floor.
SPECIAL GENERAL MEETINGS
The Executive may call a special general meeting of the Pont Valley Network at any time, if at least ten members request such a meeting in writing stating the business to be considered the Honorary Secretary shall call such a meeting. At least twenty-one day’s notice must be given. The notice must state the business to be discussed.
INDEMNITY
In the execution of trusts hereof no member of the Executive shall be liable:
1. For any loss to the property of the Pont Valley Network by reason of any improper investment made in good faith (so long as he/she shall have sought professional advice before making such investment); or
2. For the negligence or fraud of any agent employed by him/her or by any other members of the Executive in good faith (provided reasonable supervision shall have been exercised);
And no member of the Executive shall be liable by reason of any mistake or omission in good faith by any member of the Executive
other than wilful and individual fraud, wrongdoing or wrongful omission on the part of a member who sought to be made liable.
NOTICES
Any notice required to be served on any member of the Pont Valley Network shall be in writing and shall be served 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 or so sent shall be deemed to have been received within ten days of posting.
ALTERATIONS TO 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 the charity), clause C (The objects clause), clause I (Executive not to be personally interested), clause W (the dissolution clause), or this clause without the prior consent in writing of the Commissioners (if at this point the Pont Valley Network is a registered charity).
3. No amendments may be made which would have the effect of making the Pont Valley Network cease to be a charity at law.
4. The Executive should promptly send to the Commissioners a copy of any amendment made under this clause (if at this point the Pont Valley Network is a registered charity).
DISSOLUTION
If the Executive decides that it is necessary or advisable to dissolve the Pont Valley Network it shall call a Special Meeting of
all members of the Pont Valley Network, of which not less than twenty-one 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 members of the Pont Valley Network present and voting the Executive shall have power to realise any assets held by or on behalf of the Pont Valley Network. 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 Pont Valley Network as the members of the Pont Valley Network may determine or failing that shall be applied for some other charitable purpose. A copy of the statements of accounts, or account and statement, for the final accounting period of the Pont Valley Network must be sent to the Commissioner (if at this point the Pont Valley Network is a registered charity).
This constitution was appointed at a General Meeting of Pont Valley Network held on the ………. day of ……………… 20... in accordance with Clause 13 of the original constitution adopted at a General Meeting held ……………………………….............................................
Signed:
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Chair of Meeting Secretary of Meeting