CONSTITUTION The amended constitution set out below was proposed and agreed by the membership of the Newbiggin by The Sea Regeneration Partnership at the General Meeting held on 2002 as witnessed by the signatories at the foot of the document. A. Name: The name of the charity shall be Newbiggin By The Sea Community Regeneration Partnership (herein after referred to as "the Charity"). B. Administration Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by members of the Management Committee, constituted by clause G of this constitution (hereinafter referred to as "the Management Committee"). C. Objects The Charity's aims and purpose (hereinafter referred to as its "objects") is to enable residents in Newbiggin By The Sea to play an active, leading role in the forming of decisions, strategies and initiatives to address the economic and social disadvantages experienced by local people and rebuild community resources. To this end the Charity will provide activities and resources to facilitate public involvement in the development of community led responses to issues which affect the lives of residents in the area of benefit and build the capacity of local individuals, groups and organisations to carry out and sustain them; seek to encourage equal participation from and collaboration between residents of all abilities, ages, creeds, cultures, ethnic origins, genders, nationalities, sexual orientations, races, religions, social backgrounds and between different groups in the community in the formation of inclusive approaches to addressing environmental, educational, employment, health, housing, personal and social development needs; access and create facilities for education, training and voluntary work experience that will improve the employment and general life opportunities of residents and enable them to participate in the development and management of local initiatives. D. Powers In furtherance of the object but not otherwise, the Management Committee may exercise the following powers: 1. Power to develop and run a programme of activities and events for groups, organisations and residents in the area of benefit, to inform and engage them in decision-making processes about key issues affecting the community. 2. Power to organise, conduct and report on consultation and research activities to collect opinions and ideas from people in the area of benefit about community needs and the strategies and resources required to meet them. 3. Power to organise learning and training events and conferences for members of the Charity, for residents and agencies based or interested in the area of benefit that will assist in the development of strategies and resources for addressing local needs. 4. Power to access and provide information, training and outreach resources and services to engage individuals and community groups in the work of the Charity and facilitate their full and effective participation in the decision making bodies and processes that the Charity organises or to which it seeks to contribute. 5. Power to support or take responsibility for the development, establishment and management of projects devised by local people to implement the strategies and provide those resources agreed as a result of the Charity's other activities. 6. Power to identify and facilitate the formation of new community groups, organisations or forums for people in the area of benefit with common interests and needs so that they can advocate on behalf of their members and contribute to decisions about the development of community resources. 7. Power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or for similar charitable purposes and to exchange information and advice with them. 8. Power to raise funds and receive contributions, enter into fee paying contracts with other organisations, produce and market products provided that in raising funds the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant legal requirements. 9. Power to recruit and employ such staff as may be necessary for the proper pursuit of the objects and to make all necessary provision for the payment and superannuation for staff and their dependants. 10. Power to recruit, train and manage volunteers to help in the delivery of the programme of activities, events, consultation and research activities and to make appropriate arrangements for the payment of volunteer expenses or allowances. 11. Power to mount learning events, organise and provide programmes of training for staff, and volunteers. 12. Power to establish or support charitable trusts, Charities, community businesses or institutions formed for all or any of the objects. 13. Power to buy, take on lease or exchange any property necessary for the achievement of the objects and to maintain and equip a headquarters, central and satellite training bases. 14. Power, subject to any consents required by law to lease, or dispose of all or part of the property of the Charity. 15. Power, subject to any consents required by law to borrow money and to charge all or part of the property of the Charity with repayment of the money borrowed. 16. Power to open such accounts as are necessary for depositing and withdrawing any funds that may be raised by the Charity and to authorise members of the Management Committee to be signatories to the account. 17. Power to undertake activities, produce publications, affiliate to or participate in networks and other organisations in order to promote the work of the Charity and to advocate on behalf of the community it serves. 18. Power to purchase all necessary insurance policies covering the public and professional liability and to indemnify the Trustees of the Charity from personal liability for acts either properly undertaken in the administration of the Charity or undertaken in breach of trust by honest mistake. Provided that the insurer shall not be liable for any act or omission which the trustees knew to be breach of duty or which committed by trustees in reckless disregard of whether it was a breach of trust or breach of duty or not. 19. Power to develop and adopt appropriate principles, guidelines, codes of practice and policies for the conduct of the Charity's work. 20. Power to appoint and constitute such working parties, advisory or sub committees as the Management Committee may think fit. 21. Power to do all such other things as are necessary for the furtherance of the objects, provided that none of the powers exercised extend to relieving any local authority or other body of a statutory duty. E. Membership 1. Membership of the Charity shall be open to any group, organisation, charity, corporate or unincorporated body formed by or serving the needs of residents in the area of benefit, interested in furthering the objects of the Charity and willing to uphold the principles, guidelines, codes of practice and policies laid down from time to time for the conduct of the Charity's work. 2. Membership of the Charity shall be granted to eligible groups after they have made an appropriate application that has been accepted by the Management Committee, using such formal application procedures as may be laid down from time to time by the Management Committee. 3. The Management Committee may unanimously refuse membership to a group or organisation when they have a well-founded belief that the aims or activities of the group or the behaviour of individual members of the group are in contradiction with or will undermine the objects, aims, principles, polices or codes of practice of the Charity: Provided that the group or organisation concerned shall have the right to appeal against the refusal of membership to the Management Committee before they make the final decision. 4. There shall be two types of membership: (a) Full Membership, which shall be open to: (i) Community groups run by and for people living in the area of benefit. (ii) Incorporated or unincorporated community organisations operating in the area of benefit. (iii) Statutory and voluntary agencies delivering services for the people in the area of benefit. (iv) Private sector business operating in area of benefit. (b) Associate membership, which shall be open to: (i) District Councils operating within the area of benefit. (ii) County Councils operating within the area of benefit. 5. Members entitlement: (a) All Member Groups shall be entitled to participate in the programme of activities and events organised by the Charity. (b) Full Member Groups shall be entitled to one representative who may vote on their behalf at all general meetings of the Charity and nominate eligible individuals for election to the Management Committee. (i) Only those Full Member Group representatives over the age of 18 years may vote at Annual General Meetings. (c) Associate Member Groups shall be entitled to one non-voting representative who may attend all general meetings of the Charity and to nominate eligible individuals for election to the Management Committee. (d) Full Member Groups may elect not to be non- voting Associate Members by giving written notice to the Secretary of the Charity. 6. Each member group shall appoint one named person to serve as their representative each year whose term of office shall end at the date of the Annual General Meeting. Each member group may also appoint an alternative or substitute representative to replace the original representative if he or she is unable to attend a particular meeting, resigns or is for any other reason retired from the position. (a) Each Member Group shall notify the name of the representative appointed by it and any alternative or substitute representative to the secretary of the Charity. (b) Member Groups whose membership consists of young people may wish to appoint one Representative to attend general meetings and an alternative or substitute representative over the age of 18 years to represent them at the Annual General Meeting, to take account of Clause E sub clause 5 (b) (i) above. (c) If the representative or alternate resigns from or otherwise leaves the member organisation, he or she shall forthwith cease to be the representative of the member organisation and the member group shall select a replacement to act as their representative for the rest of the year of office. (d) Member Group representatives shall hold office until such time as: (i) Their year of office expires or the Annual General meeting, whichever is the sooner. (ii) The Member Group elects an alternative representative or withdraws its membership entirely by written notice to the Partnership. (iii) They fail to comply with the guidelines and commitments laid down from time to time by the Charity for representatives, covering such matters as accountability, attendance and conduct at meetings. (iv) They fail to meet the expectations or requirements of representatives as determined by their group. (h) The Member Group or the Management Committee of the Charity intending to remove a representative from office on any of the grounds described in sub section 6(d) (iii) and (iv) above of this clause, shall notify all concerned parties and allow 14 days to consider written representations before a final decision in made. 7. The Management Committee shall make provision for individuals who are resident in the area of benefit but not members of Member Groups to give opinions that will inform the decisions made by Members of the Charity and provide feedback about its conduct and work. 8. The Management Committee shall make provision for the participation of all Member Groups and the wider community in decisions about the direction and work of the Charity which take account of the different barriers and restrictions that may prevent some people from participating. F. Meetings and proceedings of the Charity 1. The Charity shall hold 6 General Meetings each year on pre-agreed dates deemed most convenient for the majority of members, of which at least 2 shall be open to all residents from the area of benefit. 2. The Secretary shall call each General Meeting by written notice specifying the business to be transacted, enclosing any relevant papers. 3. The secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every general meeting of the Charity, circulate them to Member Groups and make them available to residents in the area of benefit. (i) There shall be a quorum when 25% of the membership of the Charity are present at any general meeting. (iii) If the Chairperson is unable to preside, the meeting shall appoint some other member to do so. (iv) Every issue shall be determined by a simple majority of the votes cast by the representatives of Member Groups present and entitled to vote, that is representatives of Full Member Groups, representatives of Associate Member Groups not being entitled to vote on any issue. (v) In the event of equality of votes, the Chairperson shall be able to exercise a second and casting vote or refer the matter for further consideration at his or her discretion. 4. Extraordinary General Meetings (a) Extraordinary meetings of the Charity may be called at a minimum of 14 days notice to the members (i) By the Chairperson and five other Management Committee members, or (ii) By written requests of not less than 20% of the Charity membership, addressed to the Secretary, notice of the nature of the business proposal to be transacted at the meeting being given at the time of request G. Honorary Officers of the Charity At the Annual General Meeting of the Charity the Full Members shall elect from amongst themselves a chairperson, vice chairperson, a secretary and a treasurer, who shall hold office from the conclusion of the meeting. H. Management Committee of the Charity 1. The Management Committee shall consist of not less than 5 nor more than 13 members nominated by the Member Groups being: - (a) The honorary officers specified in the preceding clause. (b) Seven (7) voting members elected from Full Member Groups (c) One (1) non-voting advisory member elected from the District Council Associate Member Group. (d) One (1) non-voting advisory member elected from the County Council Associate Member Group. 2. All members of the Executive shall be elected at the Association's Annual General Meeting for a term of twelve months; (i) The Management Committee members may co-opt a replacement to fill any vacancies remaining or arising after the Annual General Meeting, the appointment of the person concerned as a full voting member of the Committee being put to the next general meeting for approval. (ii) No person shall be appointed as a member of the Management Committee who is less than 18 years old; 3. The Management Committee members elected at the Annual General Meeting shall hold office from the conclusion of the meeting. 4. The elected members of the Management Committee shall be the legal Trustees for the Charity. 5. The Management Committee shall have the power to nominate a person with relevant professional expertise who is not a member of the Charity to the post of Treasurer. Such a nomination shall be made either at the Annual General Meeting where the appointment can be agreed by the membership or at a special meeting of the Management Committee called under clause L. The appointment shall take effect from the end of the meeting unless the appointment is to fill a place, which has been vacated in which case the appointment shall run from the date when the post becomes vacant. 6. All the members of the Management Committee shall retire from the 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. 7. 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. 8. Nobody shall be appointed 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 willingness to act in the trusts of the Charity and to meet the commitments and guidelines laid down for Management Committee members. J. Determination of Membership of Management Committee A member of the Management Committee shall cease to hold office if he or she either: - 1. Is disqualified from acting as a member of the Management Committee by virtue of section 72 of the Charities act 1993; 2. Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; 3. Is absent without the permission of the Management Committee from all their meetings held within a period of six months and the Management Committee resolve that his or her office be vacated; 4. Fails to meet their commitments as a trustee of the Charity both required by law or to honour such commitments and guidelines as may be laid down from time to time for Management Committee Members and set out in the nomination forms; 5. Notifies to the Management Committee a wish to resign (but only if at least three members of the Management Committee will remain in office when the notice of resignation is to take effect); 6. The organisation they represent ceases to be a Member Group of the Charity. K. Management Committee Members not to be personally interested 1. (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 Charity or receive remuneration or be interested in any contract entered into by Management Committee. 2. No member of the Management Committee shall acquire any indirect interest in property belonging to the Charity or receive remuneration or be interested in any contract entered into by Management Committee by means of their Charity with another organisation. 3. No member of the Management Committee shall acquire an interest in property belonging to or receive remuneration or be interested in any contact entered into by another organisation, which is in conflict with the interests of the Charity. 4. 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 his or her firm when instructed by the other members of the Management Committee to act in a professional capacity on behalf of the Charity: Provided that at no time shall a majority of the member's of the Management Committee shall withdraw from any meeting at which his or her own instruction or remuneration or that his or her firm, is under discussion. L. Meetings and proceeding of the Management Committee 1. The Management Committee shall hold at least 6 ordinary meetings each year. 2. A special meeting may be called at any time by the chairperson or by any two members of the Management Committee upon not less than 4 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. 3. The chairperson shall act as chairperson at meetings of the Management Committee. If the chairperson and Vice Chairperson are absent from any meeting the members of the Management Committee present shall choose one of their number to be chairperson of the meeting before any other business is transacted. 4. There shall be a quorum when at least 5 members of the Management Committee are present at a meeting. 5. Every matter shall be determined by a simple majority of the voting 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. 6. The Management Committee shall keep minutes, in books kept for purposes of the proceedings at meetings of the Management Committee and any sub-committees, working parties or task groups. 7. The Management Committee may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution. 8. The Management Committee may appoint one or more sub-committees, task groups or working parties consisting of two (2) or more members of the Management Committee 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, task group or working party: Provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the Management Committee. (i) The Management Committee may extend membership of any such sub-committee, task group or working parties to ordinary members of the Charity and invite individuals who are not members of the charity but who the Management Committee consider have a relevant contribution to make, to be advisory members: Provided that any advisory members do not outnumber the members of the Charity who serve on them and that they do not have voting rights. M. Annual General Meeting 1. There shall be an annual general meeting of the Charity, which shall be held in the month of each year or as soon as practicable thereafter. 2. The Management Committee shall call every annual general meeting. The secretary shall give at least 21 days notice of the annual general meeting to all the members of the Charity. All the Full Member Groups 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 chairperson of the meeting. The chairperson shall be the chairperson of subsequent annual general meetings, but if he or she is not present the voting members present at meeting shall appoint a chairperson of the meeting. 4. The Management Committee shall present to each annual general meeting the report and accounts of the Charity for the proceeding year. 5. Nominations for election to the Management Committee must be made by the members of the Charity in writing and must be in the hands of the secretary of the Management Committee at lest 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot. N. Receipts and Expenditure 1. The funds of the Charity, including all donations contributions and bequests, shall be paid into an account operated by the Management Committee in the name of the Charity at such bank, as the Management Committee shall from time to time decide. 2. There shall be at all times a minimum of two (2) from seven (3) members of the voting Management Committee empowered to act as signatories to the bank account, one of which shall be the Treasurer. Signatures on cheques must always be the Treasurer plus one (1) other authorised member; 3. The Treasurer shall prepare and present a statement of the finances at each meeting of the Charity. 4. The funds belonging to the Charity shall be applied only in furthering the objects. O. Property 1. Subject to the provisions of sub clause 2 of this clause the Management Committee of the charity 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 Management Committee at their pleasure and shall act in accordance with the lawful directions of the Management Committee, provided 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. 2. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Charity, the Management Committee may permit any investments held by or in trust for the Charity to be held in the name of a clearing bank, trust co-operation or any stock broking company which is a member of the international stock exchange selected to act as their nominee and make reasonable and proper remuneration to them for acting as such. P. Accounts The Management Committee shall comply with their obligations under the Charities act 1993 with regard to: - 1. The keeping of accounting records for the Charity; 2. The preparation of annual statements of accounts for the Charity; 3. The auditing or independent examination of the statements of account of the Charity; 4. The transmission of the statements of account of the Charity to the commissioners. Q. Annual Report The Management Committee shall comply with their obligations under the Charities act 1993 with regard to the preparation of an annual report and it's transmission to the commissioners. R. Annual Return The Management Committee shall comply with their obligations under the Charities act 1993 with regard to the preparation of an annual return and it's transmission to the commissioners. S. Notices Any notices required to be served on any member of the Charity, 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 envelope 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 the 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. At least 21 days notice shall be given of the general meeting, including notice of the resolution, setting out the terms of the alteration proposed. 2. Proposals from Member Groups for alteration to the constitution must be submitted in writing to the Secretary at least two months before the general meeting at which it is intended to move them. 3. No amendment may be made to clause A, clause C, clause K, clause U or this clause without the prior consent in writing of the commissioners. 4. No amendment may be made which would have the effect of making the Charity cease to be a Charity at law. The Management Committee should promptly send to the commissioners a copy of the amendment made under this clause. U. Dissolution If the Management 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 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 realise any assents 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 other charitable 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 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.