Constitution
The current constitution applicable to Nunsfield House Community Association is the 1967 version.
The management committee are in the process of revising this constitution.
Once the management committee are happy with the revised constitution, it will be proposed to the membership at an Extraordinary General Meeting for approval.
Hard copies of both the 1967 and the revised constitution are available in the members bar.
CONSTITUTION OF THE NUNSFIELD HOUSE COMMUNITY ASSOCIATION
1967 2012
1. NAME. The name of the Association shall be Nunsfield House Community Association (hereinafter called "the Association").
2. OBJECTS. The objects of the Association shall be:
a) to promote the benefit of the inhabitants of the area con¬tained in the administrative boundaries of the Parish Council of Alvaston,- Boulton., Allenton and Shelton Lock as existing on February 1st, 1967, and the neighbourhood (hereinafter called the area of benefit) without distinction of sex, sexual orientation, race or of political, relig¬ious or other opinions by associating the local authorities, vol¬untary organisations and inhabitants in a common effort to provide facilities in the interests of social welfare for recreation and leisure time occupation with the object of improving the conditions of life of the said inhabitants:
b) to establish or to secure the establishment of a Community Centre (hereinafter called the Centre) and to maintain and manage, or to co-operate with any local statutory authority in the maintenance and management of, such a Centre for activities promoted by the Association and its constituent bodies in furtherance of the above objects.
The Association shall be non party in politics and non sectarian in religion.
The Association shall have power to affiliate to the National Federation of Community Organisations and to other organisations with similar charitable objects.
In furtherance of the said objects but not otherwise the Association may:
I. Bring together in conference representatives of voluntary organisations, Government departments, statutory authorities and individuals.
II. Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses, and other leisure time activities
III. Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.¬
IV. Procure to be written and print, publish, issue and circulate either gratuitously or otherwise such papers, books, periodicals, pamphlets or other documents or films or recorded tapes electronic media as shall further the said objects.
V. Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Association.
VI. Make regulations for any property which may be so acquired.
VII. Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association.
VIII. Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise provided that the Association shall not undertake any permanent trading activities in raising funds for its primary charitable objects.
IX. Receive money on deposit or 'loan and borrow or raise money in such a manner as the Association shall think fit subject to such consents as required by law.
X. Invest the monies of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law. Do all such other lawful things as are necessary for the attainment of the said objects.
3. MEMBERSHIP
a. Full membership shall be open, irrespective of political party, nationality, religious opinion, race or colour to:
I. Individuals of 18 years and over living in the area of benefit. Individuals under the age of 18 may be admitted into Junior Membership as and when, and subject to such conditions as the General Committee may decide. Junior members shall not be entitled to vote.
II. Individuals over 18 living outside the area of benefit, who shall be called Associate Members and who shall not have the right to vote at General meetings of the Association.
III. National, international and local voluntary or non profit distributing organisations, whether corporate or unincorporated, which are interested in furthering the said work.
IV. Sections, which shall be a group of individual members which may, with-the permission of the General Management Committee (hereinafter mentioned) be formed within the Association for the furtherance of a common activity. The General Management Committee will determine approve the terms of reference and powers of each such section, and may also determine the duration of its activities.
V. Statutory, authorities in whose administrative area the Association lies.
b. Each member organisation as set out in Clause 3 (a) (iii), (iv)-and (v) shall appoint one individual person to represent it and vote on its behalf at meetings of the General Management Committee and at General Meetings of the Association. In the event of such individual person resigning or otherwise leaving an organisation he or she shall forthwith cease to be a representative thereof. The organisation concerned shall have the right to appoint a new representative, informing the Secretary in writing.
4. SUBSCRIPTIONS
1 All individual members and affiliated groups shall pay such subscriptions as the General Management l Committee may from time to time determine.
5. TERMINATION OF MEMBERSHIP
1 The General Management Committee shall have the right for good and sufficient reason to suspend or to terminate the membership of an individual or an affiliated group, provided that the individual member or the individual representing the affiliated group shall have the right to be heard by the General Management Committee before the final decision is made.
6. THE GENERAL MANAGEMENT COMMITTEE
Subject as hereinafter mentioned the policy and, general management of the affairs of the Association shall be directed by a General Management Committee (hereinafter called "the Committee") which shall meet not less than three times a year.
The Committee shall consist of:
a. The Honorary Officers elected under clause 7 hereof.
b. One representative appointed by each
I. Affiliated group
II. Section
III. Local statutory authority
in accordance with clause 3 (b) hereof
ii) Ten representatives of individual members(who have a minimum of two years membership), or such larger number as shall be equal to the number of Committee members appointed in accordance with sub clause (b) above. Representatives of individual members shall be elected from among and by themselves at the Annual General Meeting. If casual vacancies occur among the elected members of the Committee it shall have power to fill these from amongst the members of the Association. Any person appointed to fill a casual vacancy shall hold office until the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
iii) In addition to the members so elected and those serving by virtue clauses 7 and 3 (b) hereof the Committee may co-opt further members who shall be Full members of the Association whether individual or representative or a combination of both who shall serve until the conclusion of the next Annual General Meeting after individual co-option, PROVIDED THAT THE NUMBER OF CO-OPTED MEMBERS SHALL NOT EXCEED ONE THIRD of the number of members of the elected and appointed Committee in accordance with clause 6 (a). (b) and (c)
iv) The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co¬option or qualification of any member.
v) The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Committee as soon as possible.
7. HONORARY OFFICERS
(a) Only Full members of the Association whether individual or representative shall be eligible to serve as Honorary officers or members of the Committee.
(b) At the Annual General Meeting hereinafter mentioned the Association shall elect a Chairman, Vice-Chairman, Treasurer and Secretary and such other honorary officers as the Association shall from time to time decide.
(c) The Chairman and the Honorary Officers shall be ex-officio members of the Association, the Committee and of any other committee.
(d) If vacancies occur among the Honorary Officers the Committee shall have the power to fill these from amongst its members. Any person appointed to fill such a casual vacancy shall hold office until conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
8. PAID OFFICERS EMPLOYEES
(a) The Committee may appoint or dismiss and fix the remuneration of such staff as may in its opinion be necessary. No paid member of the Association's staff shall be a member of the Committee.
(b) The Committee may determine which, if any, persons employed by or seconded to the Association shall be invited, in a non-voting capacity, to attend meetings of the Association, the Committee and other committees.
9. MEETINGS OF THE ASSOCIATION
1 ANNUAL GENERAL MEETING.
Once in each year, in the month of May the Committee shall convene an Annual General Meet¬ing of the Association, which all individual members and representatives of the Constituent bodies and Sections shall be entitled to attend, The business shall include:
i) Consideration of the Annual Report of work done by or under
the auspices of the Committee and of the audited accounts.
ii) Election of the Honorary Officers in accordance with clause 7 hereof
iii) Election of Full members to serve on the Committee
iv) Appointment of an auditor or auditors
v) Consideration of any other business of which due notice has been given.
vi) Whenever necessary, consideration of and voting on proposals to alter this constitution in accordance with clause 15 hereof.
2 SPECIAL GENERAL MEETINGS.
The Chairman of the Committee or the Secretary may at any time at their discretion, and shall within twenty-one days of receiving a written request so to do signed by not less than twenty members having the power to vote and giving reasons for the request, call a Special General Meeting of the Association for the purpose of altering the Constitution in accordance with Clause 15 hereof or, of considering any matter which may be referred to them by the Committee or for any other purpose.
3 EXECUTIVE MANAGEMENT COMMITTEE POWERS.
At its first meeting following the Annual General Meeting in each year the Committee shall appoint an Executive Committee to which it may delegate any or all of its powers as it may from time to time determine. The Executive Committee shall consist of not more than 18 elected by and from the members of the Committee, and or the Officers of the Association and of the Committee herein before provided. The Executive Committee shall have power to co-opt additional members who shall be members of the Association but need not be members of the Committee provided that the number of co-opted members shall not exceed one-third of the total number of elected and ex-offico members. All members of the Executive Committee shall retire annually but shall be eligible to be appointed or co-opted again. The Executive Committee shall have power to appoint such sub¬committees it may from time to time decide and may determine their powers and terms of reference,
10. RULES OF PROCEDURE AT ALL MEETINGS
(a) Voting
Subject to the provisions of clause 15, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. No member shall exercise more than one vote notwithstanding that he may have been appointed to represent two or more interests, but in case of an equality of votes the Chairman shall have a second or casting vote.
(b) Quorum
One third of the members shall form a quorum at meetings of the Committee and all other committees- Twenty-five members or one- third of the members, whichever is the less, shall form a quorum at General Meeting of the Association¬
(c) Minutes
Minutes books shall be kept by the Association, the Committee and all other committees and the appropriate Secretary shall enter therein maintain a record of all proceedings and resolutions.
11. STANDING ORDERS AND RULES FOR THE USE OF THE CENTRE
The Committee shall have power to adopt and issue Standing Orders and/or Rules for the use of the Centre. Such Standing Orders and Rules shall come into operation immediately, provided always that they shall be subject to review by the Association in General Meeting and shall not be inconsistent with the provisions of this Constitution¬
12. FINANCE
(a) All money raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose, provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment of reasonable out of pocket expenses¬.
(b) The Hon-Treasurer shall ensure that keep proper accounts of the finances of the Association are kept.
(c) The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting.
(d) An audited statement of accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as aforesaid.
(e) A Bank Account shall be opened in the name of the Association with National Westminster Bank Ltd., of Alvaston or with such other Bank as the Committee shall from time to time decide. The Committee shall authorise in writing the treasurer, the Secretary of the Association and two members of the Committee to sign cheques on behalf of the Association- All cheques must be signed by not less than two of the four authorised signatories¬
13 TRUST PROPERTY
The title to all real or personal property which may be acquired by or on behalf of the Association shall be vested in a Corporation lawfully entitled to act as a Custodian Trustee or in not less than three nor more than six individuals being members of the Committee), who shall enter into a Deed of Trust setting forth the purposes and conditions under which they hold such property in trust for the Association.
14 NUNSFIELD SOCIAL CLUB LIMITED
On 18th April 1989 the Charity formed Nunsfield Social Club Ltd
Article 2 of its Articles of Association reads:
2. (a) Notwithstanding any other provisions contained In this Article, the Directors shall not be entitled to exercise any of the powers, authorities, rights or discretion conferred on them by this Article without the prior consent of the Charity.
Since then the Club has operated with an implied licence from the Association this is now to become defined within this constitution.
a. The Association entrusts the sale all refreshments within Nunsfield House, including, but not exclusive to, all forms of alcoholic drinks, to Nunsfield Social Club Ltd. Hereinafter referred to as the Club.
b. To carry out this function and to meet its statutory duties the Club shall employ suitable staff.
c. Such staff as is necessary shall be seconded to the Association to perform appropriate duties as required.
d. When staff is(are) seconded to the Association they shall accept instructions from its officers.
e. The Association shall approve the appointment of Directors to the Club, who must be members of the Association, but not Officers of the Association.
f. The Association may remove approval of Directors for negligence, incapacity, incompetence or malfeasance.
g. The Club shall provide the Association with a written report of its activities and finances in April of each year, and on such other occasions as the Management Committee requests.
h. The Club's profits shall be gifted to the Association.
i. The Association retains control of all lettings policies both for the rooms and the Jubilee Hall and for the tenancy of the flat provided for the steward, although the Club shall provide the administration.
j. Any fundraising activities shall remain under the overall direction of the Association.
14. 15 DISSOLUTION
If the Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association it shall call a meeting of all members of the Association who have the power to vote and of the inhabitants of the area of benefit of the age of eighteen years and upwards of which meeting not less than 21 days' notice (stating the terms of the resolution to be proposed thereat) shall be posted in a conspicuous place or places in the area of benefit and advertised in a newspaper circulating in the area of benefit and given in writing to the Charity Commissioners for England and Wales and the Director of the National Federation of Community Organisations. If such decision shall be confirmed by a simple majority of these present and voting at such meeting the Committee shall have power to dispose of any assets held by or in the name of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards such charitable purposes for the benefit of the inhabitants of the area of benefit as the Committee may decide and as may be approved by the Charity Commissioners for England and Wales.
15. 16 ALTERATIONS TO THE CONSTITUTION
Any proposal to alter this Constitution must be delivered in writing to the Secretary of the Association not less than 28 days before the date of the meeting at which it is first to be considered. An alteration will require the approval of both:
(a) a simple majority of members of the Committee present and voting at a Committee Meeting;
(b) a two-thirds majority of individual members and representatives of the Affiliate Groups and Sections of the Association present and voting at a General Meeting.
Notice of each such meeting must have been given in accordance with normal procedure but not less than 14 clear days prior to the meeting in question and giving the wording of the proposed alteration.
Provided that no alteration to Clauses 2 (Objects), 14 (Dissolution) or to this Clause shall be made and no alteration shall be made which has the effect of causing the Association to cease to be a charity at law.
If Trustees have been appointed in accordance with Clause 13. hereof, an alteration shall not be made without the knowledge and consent o€ the Trustees, but such consent shall not be unreas¬onably withheld by them.
This Constitution was adopted as the Constitution of the NUNSFIELD HOUSE Community Association at the Public Meeting duly convened at Jubilee Hall. Boulton Lane, Alvaston on 26th day of April, 1967 …………………………………..
Signed Gerald Styles Chairman
The management committee are in the process of revising this constitution.
Once the management committee are happy with the revised constitution, it will be proposed to the membership at an Extraordinary General Meeting for approval.
Hard copies of both the 1967 and the revised constitution are available in the members bar.
CONSTITUTION OF THE NUNSFIELD HOUSE COMMUNITY ASSOCIATION
1967 2012
1. NAME. The name of the Association shall be Nunsfield House Community Association (hereinafter called "the Association").
2. OBJECTS. The objects of the Association shall be:
a) to promote the benefit of the inhabitants of the area con¬tained in the administrative boundaries of the Parish Council of Alvaston,- Boulton., Allenton and Shelton Lock as existing on February 1st, 1967, and the neighbourhood (hereinafter called the area of benefit) without distinction of sex, sexual orientation, race or of political, relig¬ious or other opinions by associating the local authorities, vol¬untary organisations and inhabitants in a common effort to provide facilities in the interests of social welfare for recreation and leisure time occupation with the object of improving the conditions of life of the said inhabitants:
b) to establish or to secure the establishment of a Community Centre (hereinafter called the Centre) and to maintain and manage, or to co-operate with any local statutory authority in the maintenance and management of, such a Centre for activities promoted by the Association and its constituent bodies in furtherance of the above objects.
The Association shall be non party in politics and non sectarian in religion.
The Association shall have power to affiliate to the National Federation of Community Organisations and to other organisations with similar charitable objects.
In furtherance of the said objects but not otherwise the Association may:
I. Bring together in conference representatives of voluntary organisations, Government departments, statutory authorities and individuals.
II. Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures, classes, seminars and training courses, and other leisure time activities
III. Collect and disseminate information on all matters affecting the said objects and exchange such information with other bodies having similar objects whether in this country or overseas.¬
IV. Procure to be written and print, publish, issue and circulate either gratuitously or otherwise such papers, books, periodicals, pamphlets or other documents or films or recorded tapes electronic media as shall further the said objects.
V. Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Association.
VI. Make regulations for any property which may be so acquired.
VII. Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association.
VIII. Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise provided that the Association shall not undertake any permanent trading activities in raising funds for its primary charitable objects.
IX. Receive money on deposit or 'loan and borrow or raise money in such a manner as the Association shall think fit subject to such consents as required by law.
X. Invest the monies of the Association not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law. Do all such other lawful things as are necessary for the attainment of the said objects.
3. MEMBERSHIP
a. Full membership shall be open, irrespective of political party, nationality, religious opinion, race or colour to:
I. Individuals of 18 years and over living in the area of benefit. Individuals under the age of 18 may be admitted into Junior Membership as and when, and subject to such conditions as the General Committee may decide. Junior members shall not be entitled to vote.
II. Individuals over 18 living outside the area of benefit, who shall be called Associate Members and who shall not have the right to vote at General meetings of the Association.
III. National, international and local voluntary or non profit distributing organisations, whether corporate or unincorporated, which are interested in furthering the said work.
IV. Sections, which shall be a group of individual members which may, with-the permission of the General Management Committee (hereinafter mentioned) be formed within the Association for the furtherance of a common activity. The General Management Committee will determine approve the terms of reference and powers of each such section, and may also determine the duration of its activities.
V. Statutory, authorities in whose administrative area the Association lies.
b. Each member organisation as set out in Clause 3 (a) (iii), (iv)-and (v) shall appoint one individual person to represent it and vote on its behalf at meetings of the General Management Committee and at General Meetings of the Association. In the event of such individual person resigning or otherwise leaving an organisation he or she shall forthwith cease to be a representative thereof. The organisation concerned shall have the right to appoint a new representative, informing the Secretary in writing.
4. SUBSCRIPTIONS
1 All individual members and affiliated groups shall pay such subscriptions as the General Management l Committee may from time to time determine.
5. TERMINATION OF MEMBERSHIP
1 The General Management Committee shall have the right for good and sufficient reason to suspend or to terminate the membership of an individual or an affiliated group, provided that the individual member or the individual representing the affiliated group shall have the right to be heard by the General Management Committee before the final decision is made.
6. THE GENERAL MANAGEMENT COMMITTEE
Subject as hereinafter mentioned the policy and, general management of the affairs of the Association shall be directed by a General Management Committee (hereinafter called "the Committee") which shall meet not less than three times a year.
The Committee shall consist of:
a. The Honorary Officers elected under clause 7 hereof.
b. One representative appointed by each
I. Affiliated group
II. Section
III. Local statutory authority
in accordance with clause 3 (b) hereof
ii) Ten representatives of individual members(who have a minimum of two years membership), or such larger number as shall be equal to the number of Committee members appointed in accordance with sub clause (b) above. Representatives of individual members shall be elected from among and by themselves at the Annual General Meeting. If casual vacancies occur among the elected members of the Committee it shall have power to fill these from amongst the members of the Association. Any person appointed to fill a casual vacancy shall hold office until the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
iii) In addition to the members so elected and those serving by virtue clauses 7 and 3 (b) hereof the Committee may co-opt further members who shall be Full members of the Association whether individual or representative or a combination of both who shall serve until the conclusion of the next Annual General Meeting after individual co-option, PROVIDED THAT THE NUMBER OF CO-OPTED MEMBERS SHALL NOT EXCEED ONE THIRD of the number of members of the elected and appointed Committee in accordance with clause 6 (a). (b) and (c)
iv) The proceedings of the Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co¬option or qualification of any member.
v) The Committee may appoint such special or standing committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Committee as soon as possible.
7. HONORARY OFFICERS
(a) Only Full members of the Association whether individual or representative shall be eligible to serve as Honorary officers or members of the Committee.
(b) At the Annual General Meeting hereinafter mentioned the Association shall elect a Chairman, Vice-Chairman, Treasurer and Secretary and such other honorary officers as the Association shall from time to time decide.
(c) The Chairman and the Honorary Officers shall be ex-officio members of the Association, the Committee and of any other committee.
(d) If vacancies occur among the Honorary Officers the Committee shall have the power to fill these from amongst its members. Any person appointed to fill such a casual vacancy shall hold office until conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
8. PAID OFFICERS EMPLOYEES
(a) The Committee may appoint or dismiss and fix the remuneration of such staff as may in its opinion be necessary. No paid member of the Association's staff shall be a member of the Committee.
(b) The Committee may determine which, if any, persons employed by or seconded to the Association shall be invited, in a non-voting capacity, to attend meetings of the Association, the Committee and other committees.
9. MEETINGS OF THE ASSOCIATION
1 ANNUAL GENERAL MEETING.
Once in each year, in the month of May the Committee shall convene an Annual General Meet¬ing of the Association, which all individual members and representatives of the Constituent bodies and Sections shall be entitled to attend, The business shall include:
i) Consideration of the Annual Report of work done by or under
the auspices of the Committee and of the audited accounts.
ii) Election of the Honorary Officers in accordance with clause 7 hereof
iii) Election of Full members to serve on the Committee
iv) Appointment of an auditor or auditors
v) Consideration of any other business of which due notice has been given.
vi) Whenever necessary, consideration of and voting on proposals to alter this constitution in accordance with clause 15 hereof.
2 SPECIAL GENERAL MEETINGS.
The Chairman of the Committee or the Secretary may at any time at their discretion, and shall within twenty-one days of receiving a written request so to do signed by not less than twenty members having the power to vote and giving reasons for the request, call a Special General Meeting of the Association for the purpose of altering the Constitution in accordance with Clause 15 hereof or, of considering any matter which may be referred to them by the Committee or for any other purpose.
3 EXECUTIVE MANAGEMENT COMMITTEE POWERS.
At its first meeting following the Annual General Meeting in each year the Committee shall appoint an Executive Committee to which it may delegate any or all of its powers as it may from time to time determine. The Executive Committee shall consist of not more than 18 elected by and from the members of the Committee, and or the Officers of the Association and of the Committee herein before provided. The Executive Committee shall have power to co-opt additional members who shall be members of the Association but need not be members of the Committee provided that the number of co-opted members shall not exceed one-third of the total number of elected and ex-offico members. All members of the Executive Committee shall retire annually but shall be eligible to be appointed or co-opted again. The Executive Committee shall have power to appoint such sub¬committees it may from time to time decide and may determine their powers and terms of reference,
10. RULES OF PROCEDURE AT ALL MEETINGS
(a) Voting
Subject to the provisions of clause 15, all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. No member shall exercise more than one vote notwithstanding that he may have been appointed to represent two or more interests, but in case of an equality of votes the Chairman shall have a second or casting vote.
(b) Quorum
One third of the members shall form a quorum at meetings of the Committee and all other committees- Twenty-five members or one- third of the members, whichever is the less, shall form a quorum at General Meeting of the Association¬
(c) Minutes
Minutes books shall be kept by the Association, the Committee and all other committees and the appropriate Secretary shall enter therein maintain a record of all proceedings and resolutions.
11. STANDING ORDERS AND RULES FOR THE USE OF THE CENTRE
The Committee shall have power to adopt and issue Standing Orders and/or Rules for the use of the Centre. Such Standing Orders and Rules shall come into operation immediately, provided always that they shall be subject to review by the Association in General Meeting and shall not be inconsistent with the provisions of this Constitution¬
12. FINANCE
(a) All money raised by or on behalf of the Association shall be applied to further the objects of the Association and for no other purpose, provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association or the repayment of reasonable out of pocket expenses¬.
(b) The Hon-Treasurer shall ensure that keep proper accounts of the finances of the Association are kept.
(c) The accounts shall be audited at least once a year by the auditor or auditors appointed at the Annual General Meeting.
(d) An audited statement of accounts for the last financial year shall be submitted by the Committee to the Annual General Meeting as aforesaid.
(e) A Bank Account shall be opened in the name of the Association with National Westminster Bank Ltd., of Alvaston or with such other Bank as the Committee shall from time to time decide. The Committee shall authorise in writing the treasurer, the Secretary of the Association and two members of the Committee to sign cheques on behalf of the Association- All cheques must be signed by not less than two of the four authorised signatories¬
13 TRUST PROPERTY
The title to all real or personal property which may be acquired by or on behalf of the Association shall be vested in a Corporation lawfully entitled to act as a Custodian Trustee or in not less than three nor more than six individuals being members of the Committee), who shall enter into a Deed of Trust setting forth the purposes and conditions under which they hold such property in trust for the Association.
14 NUNSFIELD SOCIAL CLUB LIMITED
On 18th April 1989 the Charity formed Nunsfield Social Club Ltd
Article 2 of its Articles of Association reads:
2. (a) Notwithstanding any other provisions contained In this Article, the Directors shall not be entitled to exercise any of the powers, authorities, rights or discretion conferred on them by this Article without the prior consent of the Charity.
Since then the Club has operated with an implied licence from the Association this is now to become defined within this constitution.
a. The Association entrusts the sale all refreshments within Nunsfield House, including, but not exclusive to, all forms of alcoholic drinks, to Nunsfield Social Club Ltd. Hereinafter referred to as the Club.
b. To carry out this function and to meet its statutory duties the Club shall employ suitable staff.
c. Such staff as is necessary shall be seconded to the Association to perform appropriate duties as required.
d. When staff is(are) seconded to the Association they shall accept instructions from its officers.
e. The Association shall approve the appointment of Directors to the Club, who must be members of the Association, but not Officers of the Association.
f. The Association may remove approval of Directors for negligence, incapacity, incompetence or malfeasance.
g. The Club shall provide the Association with a written report of its activities and finances in April of each year, and on such other occasions as the Management Committee requests.
h. The Club's profits shall be gifted to the Association.
i. The Association retains control of all lettings policies both for the rooms and the Jubilee Hall and for the tenancy of the flat provided for the steward, although the Club shall provide the administration.
j. Any fundraising activities shall remain under the overall direction of the Association.
14. 15 DISSOLUTION
If the Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association it shall call a meeting of all members of the Association who have the power to vote and of the inhabitants of the area of benefit of the age of eighteen years and upwards of which meeting not less than 21 days' notice (stating the terms of the resolution to be proposed thereat) shall be posted in a conspicuous place or places in the area of benefit and advertised in a newspaper circulating in the area of benefit and given in writing to the Charity Commissioners for England and Wales and the Director of the National Federation of Community Organisations. If such decision shall be confirmed by a simple majority of these present and voting at such meeting the Committee shall have power to dispose of any assets held by or in the name of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards such charitable purposes for the benefit of the inhabitants of the area of benefit as the Committee may decide and as may be approved by the Charity Commissioners for England and Wales.
15. 16 ALTERATIONS TO THE CONSTITUTION
Any proposal to alter this Constitution must be delivered in writing to the Secretary of the Association not less than 28 days before the date of the meeting at which it is first to be considered. An alteration will require the approval of both:
(a) a simple majority of members of the Committee present and voting at a Committee Meeting;
(b) a two-thirds majority of individual members and representatives of the Affiliate Groups and Sections of the Association present and voting at a General Meeting.
Notice of each such meeting must have been given in accordance with normal procedure but not less than 14 clear days prior to the meeting in question and giving the wording of the proposed alteration.
Provided that no alteration to Clauses 2 (Objects), 14 (Dissolution) or to this Clause shall be made and no alteration shall be made which has the effect of causing the Association to cease to be a charity at law.
If Trustees have been appointed in accordance with Clause 13. hereof, an alteration shall not be made without the knowledge and consent o€ the Trustees, but such consent shall not be unreas¬onably withheld by them.
This Constitution was adopted as the Constitution of the NUNSFIELD HOUSE Community Association at the Public Meeting duly convened at Jubilee Hall. Boulton Lane, Alvaston on 26th day of April, 1967 …………………………………..
Signed Gerald Styles Chairman