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Constitution: general meetings, property, finance and accounts, minutes, dissolution, indemnity |
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7.0 General Meetings
7.1 The Pre-school shall in each calendar year hold a general meeting as its Annual General Meeting, in addition to any other general meetings in that year and shall specify the meeting as such in the notice calling it. The Annual General Meeting in each year shall be held at such time and place as the Committee shall decide. All General Meetings other than the Annual General Meeting shall be Extraordinary General Meetings.
7.2 Each Annual General Meeting will be chaired by the Chair or in his/her absence another member of the Committee and which shall:
(a) receive the accounts of the Pre-school for the previous financial year;
(b) receive an annual report from the Committee;
(c) elect the new members of the Committee;
(d) transact any other business properly put to the meeting.
7.3 An Extraordinary General Meeting may be called at any time at the request of the Committee or not less than one quarter of the Members:
(a) The Secretary or Chair shall send notice of the date, time and place of each Annual General Meeting and any Extraordinary General Meeting, with a list of items to be discussed, to all Members at least two weeks before the date of the meeting.
(b) If the Committee do not call an Extraordinary General Meeting within two months of a proper request to do so, any Member may call the meeting by putting up a notice in a conspicuous place where the group meets at least two weeks before the meeting.
7.4 The quorum for a General Meeting shall be 10% of the members or 5 members, whichever is the greater. If fewer attend, a new meeting must be called at a time and place determined by the Committee.
7.5 Proposals may be put to a General Meeting of the Pre-school by the Committee or any member.
7.6 All proposals put to the vote at General Meetings shall be decided by a simple majority of votes cast, except proposals to amend this Constitution or to dissolve the Pre-school which shall require not less that two thirds of the Members present at the meeting to vote in favour.
7.7 No amendments may be made to this Constitution without the prior approval of the Pre-school Learning Alliance and where any amendment is to the aims of the Pre-school set out in paragraph 2.1 or to dissolution under paragraph 11 or to this paragraph 7.7 this shall not take effect without the prior written consent of the Charity Commission.
7.8 A copy of any resolution amending this Constitution must be sent to the Charity Commission within 21 days of it being passed.
8.0 Property
8.1 If the Pre-school acquires an interest in any property, either as a freehold, lease or licence of any land or buildings, then this property interest will be held by individuals appointed by the Committee to act as custodian trustees of the property on behalf of the Pre-school. Theses custodian trustees may be members of the Committee, Members of the Pre-school or any other persons which the Committee may appoint. A custodian trustee need not be a Member of the Pre-school. The custodian trustees are not charity trustees and appointment as a custodian trustee will not of itself make a custodian trustee either a Committee member or Member of the Pre-school. Where custodian trustees are required to hold property on behalf of the Pre-school then there shall not be less than 2 or more than 4 of them appointed by the Committee an any time.
8.2 Custodian trustees will hold office until:
(a) death; or
(b) retirement with the consent of the remaining custodian trustees; or
(c) removal by a resolution of the Committee; or
(d) removal by operation of the law
but no retirement or removal shall be effective unless there will be at least two remaining custodian trustees.
8.3 In the absence of fraud or wilful default the custodian trustees are entitled to be indemnified out of the Pre-school’s assets against any risks or expenses incurred by them in the exercise of their duty as custodian trustees of the Pre-school.
8.4 The Committee may convene a meeting with the custodian trustees at any time and shall do so within one month of receiving a request for such a meeting from a majority of the custodian trustees acting for the Pre-school, provided that the subject matter of any meeting will be limited to discussing matters relating to the property held by the custodian trustees for the Pre-school and its management.
9.0 Finance and Accounts
9.1 The Committee will ensure that the Pre-school complies with the requirements of the Charities Acts as to the keeping of financial records, the auditing of accounts and the preparation and transmission to the Charity Commission of:
(a) annual reports;
(b) annual returns; and
(c) annual statements of account.
9.2 The accounting records shall, in particular, contain:-
(a) entries showing from day to day all monies received and expended and the matters in respect of which the receipts and expenditures took place: and
(b) a record of the assets held and any monies owed by the Pre-school.
9.3 At each meeting of the Committee the Treasurer shall normally present an up to date written statement of accounts to the Committee.
9.4 All accounting records relating to the Pre-school shall be available for inspection by any member of the Committee at any reasonable time during normal office hours and may be available for inspection by Members at the discretion of the Committee.
9.5 The Pre-school may open one or more bank accounts. All bank accounts will be in the name of the Pre-school.
9.6 Cheques and orders for payment of money from these accounts shall require to be signed by two designated persons, one of whom shall be an Officer unless the Committee shall decide to allow cheques and orders for small amounts set by the Committee to be signed by a single signatory. A duplicate of all bank statements should normally be sent to the Chair.
10.0 Minutes
10.1 The Committee will keep minutes of all proceedings at meetings of the Pre-school and of the Committee.
11.0 Dissolution
11.1 If the Committee resolves that the aims of the Pre-school can no longer by fulfilled, the Committee will convene an Extraordinary General Meeting of the Pre-school to consider the winding up and dissolution of the Pre-school.
11.2 If the Extraordinary General Meeting referred to in paragraph 11.1 decides by a two thirds majority of the Members present and voting that the Pre-school should be wound up the Committee in consultation with the Pre-school Learning Alliance shall transfer all of the assets of the Pre-school (subject to the satisfaction of all debts and liabilities of the Pre-school) in accordance with paragraph 11.4.
11.3 If at the Extraordinary General Meeting a quorum is not present within 1 hour of the time appointed for the meeting then the meeting will be adjourned to the same day of the next following week at the same time and place. If at the adjourned meeting a quorum is again not present within 1 hour of the time appointed for the meeting then the Members present shall constitute a quorum.
11.4 If the Pre-school is wound up or dissolved and after all of its debts and liabilities have been satisfied there remains any property assets these shall not be paid or distributed amongst the Members of the Pre-school but shall be applied in one or more of the following ways:
(a) transferred to the Pre-school Learning Alliance or, with the agreement of the Pre-school Learning Alliance, to another pre-school established as a charity whose governing instrument prohibits the distribution of income and property to an extent at least as great as is imposed on the Pre-school and whose objects are similar to those of the Pre-school; or
(b) in such other manner consistent with the charitable status of the Pre-school as the Pre-school Learning Alliance and the Charity Commission have approved in writing in advance.
12.0 Indemnity
12.1 Subject to the provisions of the Charities Acts, every member of the Committee shall be indemnified out of the assets of the Pre-school against any liability incurred by him/her in defending any proceedings, whether civil or criminal, in which judgement is given in his/her favour or in which he/she is acquitted or in connection with an application in which relief is granted to him/her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Pre-school.
This constitution was approved by the members of Little Owls Nursery at an Extraordinary General Meeting held on 19th August 2007 and signed by the Chair and the Secretary of Little Owls Nursery Committee. |
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Little Owls Nursery, PO Box 22, The Pavilion, Recreation Ground, Great Milton, Oxon, OX44 7WG Telephone: 07808 236251 | www.littleowls.org.uk Patron: Raymond Blanc O.B.E | Registered Charity: 308310 |
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Little Owls Nursery in partnership with the Pre-school Learning Alliance |
